AMENDMENT NO. 1 TO THE CREDIT AGREEMENT

EXHIBIT 10.2

AMENDMENT NO. 1 TO THE

CREDIT AGREEMENT

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT , dated as of February 25, 2009 (this “ Amendment ”) among National Semiconductor Corporation, a Delaware corporation (the “ Borrower ”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “ Lenders ”) and Bank of America, N.A., as administrative agent (the “ Agent ”) for the Lenders.

PRELIMINARY STATEMENTS:

(1)       The Borrower, the Lenders, the Agent and the other agents party thereto have entered into a Credit Agreement dated as of July 20, 2007 (the “ Credit Agreement ”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

(2)       The Borrower and the Requisite Lenders have agreed to amend the Credit Agreement as hereinafter set forth.

SECTION 1.   Amendments to Credit Agreement. The Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows:

(a)       The definition of “ Applicable Margin ” in Section 1.1 is amended in full to read as follows from and after the date hereof:

“Applicable Margin” means (a) with respect to LIBO Rate Loans, as of any date, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below:

NYDOCS03/878718.8

and (b) with respect to Base Rate Loans, 1.25% lower than the Applicable Margin applicable to LIBO Rate Loans.

(b)       The definition of “ Consolidated Adjusted EBITDA ” in Section 1.1 is amended to delete immediately before clause (i)(e) the word “and” and add immediately after clause (i)(e) and before the word “minus” the following new clause (i)(f):

and (f) cash restructuring charges and expenses incurred after November 1, 2008 in an amount not to exceed $85,000,000 in the aggregate

“ First Amendment ” means that certain Amendment No. 1 to the Credit Agreement, dated as of February 25, 2009, among the Borrower, the Lenders party thereto and the Agent.

(d)       Section 2.11(b) is amended to add immediately after the word “maturity” the following proviso:

; provided that, with respect to the $125,000,000 prepayment contemplated by the First Amendment, such prepayment shall be applied pro rata to the last four Installments such that each such Installment is reduced from $62,500,000 to $31,250,000.

(e)       Section 5.1(g) is amended by deleting the phrase “and (B) such other information” and replacing it with the phrase “, (B) promptly after any Authorized Officer of the Borrower obtains knowledge thereof, notice of any announcement by Moody’s or S&P of any change or possible change in a Public Debt Rating, and (C) such other information”.

(a)        Interest Coverage Ratio . The Borrower shall not permit the Interest Coverage Ratio as of the last day of any Fiscal Quarter, beginning with the Fiscal Quarter ending August 26, 2007, to be less than the correlative ratio indicated:

(b)        Leverage Ratio . The Borrower shall not permit the Leverage Ratio as of the last day of any Fiscal Quarter, beginning with the Fiscal Quarter ending August 26, 2007, to exceed the correlative ratio indicated:

For purposes of calculating the Leverage Ratio on any date, if the Borrower or any of its Subsidiaries shall have made an acquisition during the preceding four Fiscal Quarters, Consolidated Adjusted EBITDA for such period shall be calculated after giving pro