Letterhead of Spansion Japan Limited]
Exhibit 10.65(b)
[Letterhead of Spansion Japan Limited]
To: The Finance Parties (as is defined in the Facility Agreement as defined below)
August 1, 2007
Dear Sir
Request for amendment
We refer to the senior facility agreement dated 30 March 2007 (the “Facility Agreement”) between, among others, Spansion Japan Limited and GE Capital Leasing Corporation as Administrative Agent.
Capitalised terms used in this letter, unless otherwise defined herein, shall have the meaning given to them in the Facility Agreement.
Pursuant to paragraph 1 of the Request for Amendments to the Credit Facility dated June 8, 2007, the Borrower hereby requests that Clause 5.3(b)(i) be deleted and replaced in its entirety with the following provision:
| “(i) | in relation to the first Loan to be drawn down pursuant to this Agreement, an amount equal to the aggregate amount of the relevant Utilisation Funding Amount and ¥10,849,219,000; and” |
In connection with the above amendment, the Borrower hereby requests that Clause 3.1(b) be deleted and replaced in its entirety with the following provision:
| “(b) | financing the acquisition of any equipment and tools installed to SP1 other than the Manufacturing Equipment in an amount no greater than ¥10,849,219,000;” |
Also, the Borrower hereby requests that the following Clause be added after Clause 18.20 and Clause 18.21 be renumbered as Clause 18.22:
| “18.21 | Inventory |
No inventory, work in progress or raw material is stored by the Borrower at the places as set out in No. 5 and No. 24 of Schedule 4 to the Security Agreement dated 30 March 2007 between, among others, Spansion Japan Limited and GE Capital Leasing Corporation as Security Agent.
We hereby request confirmation of the Lenders’ consent to the foregoing request for amendment by your countersignature and return of the enclosed copy of this letter.
The provisions of the Facility Agreement and the other Finance Documents shall, save as amended by this letter, continue in full force and effect.
This letter is designated as a Finance Document.
This letter shall be governed by and construed in accordance with Japanese law.
Yours faithfully
| Spansion Japan Limited |
| (Company Chop) |
| /s/ Xxxxx Xxxxxxx |
| For and on behalf of |
| Spansion Japan Limited |
- 2 -
| Accepted and agreed |
| GE Capital Leasing Corporation |
| (Company Chop) |
| /s/ Xxxxxxx Xxxxx |
| GE Capital Leasing Corporation |
| As Arranger |
- 3 -
| Accepted and agreed |
| Sumisho Lease Co., Ltd |
| (Company Chop) |
| /s/ Xxxxxx Xxxxxx |
| Sumisho Lease Co., Ltd |
| As Arranger |
- 4 -
| Accepted and agreed |
| Mitsui Leasing & Development, Ltd. |
| (Company Chop) |
| /s/ Xxxxx Xxxx |
| Mitsui Leasing & Development, Ltd. |
| As Arranger |
- 5 -
| Accepted and agreed |
| GE Capital Leasing Corporation |
| (Company Chop) |
| /s/ Xxxxxxx Xxxxx |
| GE Capital Leasing Corporation |
| As Administrative Agent on behalf of each Finance Party |
- 6 -
| Accepted and agreed |
| Resona Bank, Limited |
| (Company Chop) |
| /s/ Xxxxxxx Xxxxxxxx |
| Resona Bank, Limited |
| As Paying Agent on behalf of each Finance Party |
- 7 -
| Accepted and agreed |
| GE Capital Leasing Corporation |
| (Company Chop) |
| /s/ Xxxxxxx Xxxxx |
| GE Capital Leasing Corporation |
| As Security Agent on behalf of each Finance Party |
- 8 -
| Accepted and agreed |
| GE Capital Asset Finance Corporation |
| (Company Chop) |
| /s/ Xxxxxxxx Xxxx |
| For and on behalf of |
| GE Capital Asset Finance Corporation |
| As Lender |
- 9 -
| Accepted and agreed |
| Mitsui Leasing & Development, Ltd. |
| (Company Chop) |
| /s/ Xxxxx Xxxx |
| For and on behalf of |
| Mitsui Leasing & Development, Ltd. |
| As Lender |
- 10 -
| Accepted and agreed |
| Sumisho Lease Co., Ltd |
| (Company Chop) |
| /s/ Xxxxxx Xxxxxx |
| For and on behalf of |
| Sumisho Lease Co., Ltd. |
| As Lender |
- 11 -
| Accepted and agreed |
| Resona Bank, Limited |
| (Company Chop) |
| /s/ Xxxxxxx Xxxxxxxx |
| For and on behalf of |
| Resona Bank, Limited |
| As Lender |
- 12 -
| Accepted and agreed |
| Showa Leasing Co., Ltd. |
| (Company Chop) |
| /s/ Xxxxxx Xxxxxxxxxx |
| For and on behalf of |
| Showa Leasing Co., Ltd. |
| As Lender |
- 13 -
| Accepted and agreed |
| Mitsubishi UFJ Lease & Finance Company Limited |
| (Company Chop) |
| /s/ Tatsuhisa Takahashi |
| For and on behalf of |
| Mitsubishi UFJ Lease & Finance Company Limited |
| As Lender |
- 14 -
| Accepted and agreed |
| NTT Finance Corporation |
| (Company Chop) |
| /s/ Xxxxxxxxx Xxxxxxxxx |
| For and on behalf of |
| NTT Finance Corporation |
| As Lender |
- 15 -
| Accepted and agreed |
| Century Leasing System, Inc. |
| (Company Chop) |
| /s/ Xxxxx Xxxx |
| For and on behalf of |
| Century Leasing System, Inc. |
| As Lender |
- 16 -
| Accepted and agreed |
| Kyodo Leasing Co., Ltd. |
| (Company Chop) |
| /s/ Xxxxxx Xxxxxx |
| For and on behalf of |
| Kyodo Leasing Co., Ltd. |
| As Lender |
- 17 -
| Accepted and agreed |
| BOT Lease Co., Ltd. |
| (Company Chop) |
| /s/ Xxxxxxxx Xxxxxxxxx |
| For and on behalf of |
| BOT Lease Co., Ltd. |
| As Lender |
- 18 -
| Accepted and agreed |
| ABN Amro Bank N.V. |
| (Company Chop) |
| /s/ Xxxxx Xxxxx |
| For and on behalf of |
| ABN Amro Bank N.V. |
| As Lender |
- 19 -
