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Exhibit 10.10
 Wells Fargo Bank, N.A.Financial ProductsTelephone: 1-877-240-0795
    
    
    

(WELLS FARGO LOGO)
 FIRST AMENDED AND RESTATED ISDA CONFIRMATION
This Amended and Restated ISDA Confirmation amends, restates and replaces that certain ISDA Confirmation
dated as of April 26, 2005, Originally between Party B and Wells Fargo Foothill, inc., (WFFI) as assigned to
Party A pursuant to that certain Novation Agreement dated as of
April 30, 2007 by and between Party A, Party B
and WFFI.
 To:
    
    SMART Modular Technologies (WWH), Inc.4211 Starboard Drive
Fremont, CA 94538Attention:Jack PachecoTelephone:(510) 624-8134Fax;(510) 360-8500From:
    
    Wells Fargo Bank, N.A.
550 California Street
MAC A0112-121
San Francisco, CA 94104Telephone:1-877-240-0795Fax:(415) 986-2604Re:
    
    USD 41,250,000.00
Interest Rate Swap Transaction (31133)Date:
    
    May 10, 2007
      Notional Amount:
    
    USD 41,250,000.00Trade Date:
    
    April 26, 2005Effective Date:
    
    April 28, 2005
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Termination Date:
    
    April 1, 2008Fixed AmountsFixed Rate Payer:
    
    Party BFixed Rate Payer
    
    The 1st day of each January, April, July, and October, beginning with July 1, 2005,Payment Dates:
    
    continuing up to and including the Termination Date, subject to adjustment in accordancewith the designated Business Day Convention.Calculation Period:
    
    From the 1st day of each January,
April, July, and October, up to the 1st day of thefollowing quarter, continuing until the Termination Date, subject to no adjustment inaccordance with                     the designated Business Day Convention. The first Calculation Periodwill be April 28, 2005 to July 1 , 2005.Fixed Rate:
    
    4.28%Fixed Rate DayCount Fraction:
    
    30/360 - UnadjustedBusiness DayConvention:
    
    FollowingFloating AmountsFloating RatePayer:
    
    Party AFloating RatePayer PaymentDates:
    
    The 1st day of each January, April,
July, and October, beginning with July 1, 2005, continuing up to and including the
Termination Date, subject to adjustment in accordance with the designated Business Day Convention.Calculation Period:
    
    From the 1st day of each January,
April, July, and October, up to the 1st day of the following quarter, continuing until
the Termination Date, subject to no adjustment in accordance with the
designated Business Day Convention. The first Calculation Period will be April 28, 2005 to July 1 , 2005.Floating RateOption:
    
    USD-LIBOR-BBADesignatedMaturity:
    
    3 MonthSpread:
    
    NoneFloating Rate DayCount Fraction:
    
    30/360 - UnadjustedFloating Rate forInitial CalculationPeriod:
    
    3.18688%Reset Dates:
    
    The 1st day of each January, April, July, and October, subject to no adjustment inaccordance with the designated Business Day Convention. The first Reset Date is April28, 2005.Rate Cut-off Date:
    
    Not ApplicableMethod of
Averaging:
    
    Not Applicable.Compounding:
    
    Not Applicable.Business DayConvention:
    
    FollowingBusiness Days:
    
    New York CityCredit Support Document:
    
    (i) the Loan  Documents, as the same  may be amended,supplemented, modified,renewed, replaced, consolidated,
restated, substituted or extended from time to time, asdefined in the Loan Agreement; and(ii) the Loan Agreement as defined herein, as the same may be amended, supplemented,modified, renewed, replaced, consolidated, restated, substituted or extended from time toFor purpose of this Confirmation,
the Loan Agreement shall have the following meaning:
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Loan Agreement means
that certain Second and Amended Loan and Security Agreement dated April 30,
2007 by and among Smart Modular Technologies, inc., Smart Modular
Technologies (Europe) Limited, and Smart Modular Technologies (Puerto
Rico) Inc., as Borrowers, the other Obligors named therein, the Lenders
that are signatories thereto, as the Lenders and Party A as the
Arranger, Administrative Agent and Security Trustee as amended, supplemented or modified from time to time.Credit Support Providerfor Party B:
    
    All Guarantors, as defined in the Loan Agreement.Account Details:Payments due to
Party A:
    
    Settlement instructions to be provided.Payments due
to Party B:
    
    Settlement instructions to be provided.Calculation Agent:
    
    Party A
  Attention:  Fax:
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WELLS FARGO BANK,
N.A.By:
    
    /s/ Mark KhalilName:
    
    Mark KhalilIts:
    
    Authorized SignatoryAccepted and confirmed as of the Trade Date:SMART MODULAR
TECHNOLOGIES (WWH), INC.By:
    
    /s/ Jack PachecoName:
    
    Jack PachecoIts:
    
    Vice President & CFO
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Schedule I
for Transaction 31133:

Net Cash Flows
 Start Date
    
    End Date
    
    Rate Fix Date
    
    Payment Date
    
    Notional04/28/2005
    
    07/01/2005
    
    04/26/2005
    
    07/01/2005
    
    USD 41,250,000.0007/01/2005
    
    10/01/2005
    
    06/29/2005
    
    10/03/2005
    
    USD 41,250,000.0010/01/2005
    
    01/01/2006
    
    09/29/2005
    
    01/03/2006
    
    USD 41,250,000.0001/01/2006
    
    04/01/2006
    
    12/29/2005
    
    04/03/2006
    
    USD 41,250,000.0004/01/2006
    
    07/01/2006
    
    03/30/2006
    
    07/03/2006
    
    USD 41,250,000.0007/01/2006
    
    10/01/2006
    
    06/29/2006
    
    10/02/2006
    
    USD 41,250,000.0010/01/2006
    
    01/01/2007
    
    09/28/2006
    
    01/02/2007
    
    USD 41,250,000.0001/01/2007
    
    04/01/2007
    
    12/28/2006
    
    04/02/2007
    
    USD 41,250,000.0004/01/2007
    
    07/01/2007
    
    03/29/2007
    
    07/02/2007
    
    USD 41,250,000.0007/01/2007
    
    10/01/2007
    
    06/28/2007
    
    10/01/2007
    
    USD 41,250,000.0010/01/2007
    
    01/01/2008
    
    09/27/2007
    
    01/02/2008
    
    USD 41,250,000.0001/01/2008
    
    04/01/2008
    
    12/28/2007
    
    04/01/2008
    
    USD 41,250,000.00
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