Amendment to Security Agreement between Spansion Japan Limited and GE Capital Leasing Corporation (April 26, 2007)
This amendment updates the Security Agreement dated March 30, 2007, between Spansion Japan Limited and GE Capital Leasing Corporation, acting as security agent for the finance parties. The change clarifies that the term 'Finance Parties' in the Security Agreement refers to the same parties as defined in the related Senior Facility Agreement. All other terms of the Security Agreement remain unchanged. The amendment is effective upon countersignature and is governed by California law.
Exhibit 10.67(b)
[Letterhead of Security Agent]
26 April 2007
To: | Spansion Japan Limited |
Cube Kawasaki, 1-14, Nisshin-cho, Kawasaki-ku, Kawasaki-shi
Kanagawa, 210-0024, Japan
Re: | Amendment to California Law Security Agreement |
Dear Sir:
We refer to (i) the Senior Facility Agreement dated 30 March 2007 (the Facility Agreement), for Spansion Japan Limited arranged by GE Capital Leasing Corporation, acting as mandated lead arranger, and Sumisho Lease Co., Ltd. and Mitsui Leasing & Development, Ltd., acting as sub-arrangers, with GE Capital Leasing Corporation, acting as administrative agent (the Administrative Agent), Resona Bank, Limited, acting as paying agent, and GE Capital Leasing Corporation, acting as security agent, and the financial institutions listed in Schedule 1 to the Facility Agreement (the Finance Parties) and (ii) the Security Agreement dated 30 March 2007 (the Security Agreement), by and among Spansion Japan Limited, GE Capital Leasing Corporation, as security agent for and representative of (in such capacity as the Security Agent) the Finance Parties, and the Finance Parties governed by the internal laws of the State of California.
Capitalised terms used in this letter, unless otherwise defined herein, shall have the meaning given to them in the Facility Agreement.
Pursuant to the Security Agreement, Spansion Japan Limited has assigned and granted certain security interests (the Assignment) to the Finance Parties as defined in the Security Agreement. It was the intention of the parties to the Security Agreement that the Assignment would be granted to the Finance Parties as defined in the Facility Agreement.
We hereby request confirmation by your countersignature and return of the enclosed copy of this letter of Spansion Japan Limiteds agreement to amend the definition of Finance Parties in the Security Agreement to refer to the Finance Parties as defined in the Facility Agreement.
The provisions of the Security Agreement and the other Finance Documents shall, save as amended by this letter, continue in full force and effect.
This letter is designated by Spansion Japan Limited and the Administrative Agent as a Finance Document.
This letter shall be governed by and construed in accordance with the internal laws of the State of California, without regard to conflicts of laws principles.
Yours faithfully,
GE Capital Leasing Corporation
(Company Chop)
/s/ Takuji Tohyama |
GE Capital Leasing Corporation |
As Security Agent on behalf of each Finance Party
Accepted and agreed
Spansion Japan Limited
(Company Chop)
/s/ Masao Taguchi |
Spansion Japan Limited |