[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:

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:

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:

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

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