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Exhibit 10.2(a)
English Translation / Reference Purpose
Only
AMENDMENT TO THE REVOLVING
LINE AGREEMENT (A)
Spansion Japan Limited (formerly FASL JAPAN
LIMITED, the “Borrower”) and the financial institutions
set forth as Lenders A in the Schedule attached to this Amendment
Agreement (as defined below) (respectively referred to as a
“Lender A,” and collectively referred to as “All
Lenders A”) and MIZUHO CORPORATE BANK, LTD. acting as the
agent (the “Agent”) agree to the following (this
“Amendment Agreement”) with respect to the amendment of
the Revolving Line Agreement (A) (the “Original Loan
Agreement”) entered into as of March 25, 2005 by and between
the parties hereto. Unless otherwise provided for in this Amendment
Agreement, the terms used in this Amendment Agreement shall have
the same meanings as defined in the Original Loan
Agreement.
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1.
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AMENDMENT
TO THE ORIGINAL LOAN AGREEMENT
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1.1
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Pursuant to the
provisions of Clause 30 of the Original Loan Agreement, the Agent,
the Borrower and All Lenders A agree that the Commitment Amount A
and Commitment Ratio A relating to each Lender A under Section 3 of
Schedule 1 attached to the Original Loan Agreement are amended as
provided in the Schedule attached to this Amendment Agreement. The
amendments are effective as of September 26, 2005; they do not have
retroactive effect to invalidate any actions that have already been
taken under the Original Loan Agreement before the
amendment.
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1.2
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Pursuant to the
provisions of Clause 30 of the Original Loan Agreement, the Agent,
the Borrower and All Lenders A agree to amend the Original Loan
Agreement by newly adding to the Original Loan Agreement the
Clauses as shown under the “Clause” column in the
following table. These amendments are effective as of the date of
this Amendment Agreement; they do not have retroactive effect to
invalidate any actions that have already been taken under the
Original Loan Agreement before the amendment.
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Clause
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Provisions
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Clause 34
(iii)
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The Lender A
may, by giving a prior written notice to the Borrower through the
Agent on or before ten (10) Business Days prior to each Final Date
of Commitment Fee A Calculation Period (excluding the last
Commitment Fee A Calculation Period) (provided, however, that if
that day falls on a day other than a Business Day, the following
Business Day will be the Final Date of Commitment Fee A Calculation
Period, and this applies in this Clause with respect to the
definition of the “Final Date of Commitment Fee Calculation
Period”), reduce a part of, or extinguish all of, the
Commitment Amount A as of the day immediately following the
applicable Final Date of Commitment Fee A Calculation Period even
if the debts of the Borrower have not become immediately due and
payable pursuant to Clause 24; provided, however, that the
reduction or extinguishment may only be effected to the extent that
the Commitment Amount A relating to each Lender A does not fall
below the principal amount of the Outstanding Individual Loan A
Money relating to that Lender A,
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1
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