AMENDMENT No. 1 to Foundry Agreement between Texas Instruments Incorporated and Spansion LLC and Nihon Spansion Limited

Exhibit 10.4(a)

AMENDMENT No. 1

to

Foundry Agreement

between

Texas Instruments Incorporated and Spansion LLC and Nihon Spansion Limited

This Amendment No. 1 (“Amendment No. 1”) to the Foundry Agreement is entered into this 15^th day of September 2010, (the “Effective Date”) by and between Spansion LLC, having its principal place of business at 915 DeGuigne Drive, Sunnyvale, California 94088-3453, U.S.A. (“Spansion”), Nihon Spansion Limited, having its principal place of business at 1-14, Nishin-cho, Kawasaki-shi, Kawasaki-ku, Kanagawa ###-###-####, Japan (“Spansion Nihon), and Texas Instruments Incorporated, having its principal place of business at 12500 TI Boulevard, Dallas, Texas 75266, U.S (“TI”). Spansion, Spansion Nihon, and TI are collectively referred to as “Parties” to this Amendment and, individually, as a “Party” to this Amendment.

Whereas, the Parties entered into a Foundry Agreement with an Effective Date of August 31, 2010 (“Original Agreement”),

Whereas, the Parties desire to make the confidentiality provisions of the Original Agreement applicable to certain additional entities, and

Whereas, the Parties agree to make further modifications to the provisions of the Original Agreement as set forth below.

Now therefore, the parties hereby agree as follows:

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly signed and executed.

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