To: Finance Parties, as defined in the below-mentioned Facility Agreement
Exhibit 10.40C
| To: | Finance Parties, as defined in the below-mentioned Facility Agreement |
February 18, 2008
Dear Sir or Madam:
Request for Amendment No. 3
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 and its subsequent amendments dated 1 August and 13 December 2007.
Capitalised terms used in this letter, unless otherwise defined herein, shall have the meaning given to them in the Facility Agreement.
The Borrower entered into a new syndicated, committed and unsecured revolving long-term loan facility arranged by The Bank of Tokyo-Mitsubishi UFJ, Ltd. on December 28, 2007 (the “BTMU Revolver”). The maximum limit amount of the BTMU Revolver is ¥14,000,000,000. In order to remove a conflict between the Facility Agreement and the BTMU Revolver and in expectation of an increase of its maximum limit amount in future, the Borrower hereby requests that the amount “¥10,000,000,000” in sub-paragraph (f)(i) of the definition of “Permitted Financial Indebtedness” in the Facility Agreement be deleted and replaced with the amount “¥18,000,000,000”. The Borrower hereby confirms that the money borrowed pursuant to the BTMU Revolver has not exceeded ¥10,000,000,000 prior to the date hereof.
Also, in order to replace the reference in Schedule 7 (Refinancing Financial Indebtedness Repayment Amounts) to certain manufacturing equipment with other manufacturing equipment and to make corrections to the serial numbers of certain manufacturing equipment in Schedule 7, as listed in Exhibit 1 to this letter, the Borrower hereby requests that Schedule 7 (Refinancing Financial Indebtedness Repayment Amounts) be deleted in its entirety and replaced with Exhibit 2 to this letter.
Finally, the Borrower hereby requests that the words “and (iii) the finance lease agreement dated 17 March 2004 (including the schedules thereto) between FASL Japan Corporation and Hitachi Capital Corporation Contract No.: 4040467-00” be added after the words “at the date hereof” in the definition of “Refinancing Financial Indebtedness”.
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, |
| /s/ Spansion Japan Limited ▇▇▇▇▇ ▇▇▇▇▇▇▇ |
| For and on behalf of |
| Spansion Japan Limited |
- 2 -
| Accepted and agreed |
| /s/ GE Capital Leasing Corporation ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
| GE Capital Leasing Corporation |
| As Arranger |
- 3 -
| Accepted and agreed |
| /s/ Sumisho Lease Co., Ltd Authorized Signatory |
| Sumisho Lease Co., Ltd |
| As Arranger |
- 4 -
| Accepted and agreed |
| /s/ Mitsui Leasing & Development, Ltd. ▇▇▇▇▇ ▇▇▇▇ |
| Mitsui Leasing & Development, Ltd. |
| As Arranger |
- 5 -
| Accepted and agreed |
| /s/ GE Capital Leasing Corporation ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
| GE Capital Leasing Corporation |
| As Administrative Agent on behalf of each Finance Party |
- 6 -
| Accepted and agreed |
| /s/ Resona Bank, Limited ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
| Resona Bank, Limited |
| As Paying Agent on behalf of each Finance Party |
- 7 -
| Accepted and agreed |
| /s/ GE Capital Leasing Corporation ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
| GE Capital Leasing Corporation |
| As Security Agent on behalf of each Finance Party |
- 8 -
| Accepted and agreed |
| /s/ GE Capital Asset Finance Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇ |
| For and on behalf of |
| GE Capital Asset Finance Corporation |
| As Lender |
- 9 -
| Accepted and agreed |
| /s/ Mitsui Leasing & Development, Ltd. ▇▇▇▇▇ ▇▇▇▇ |
| For and on behalf of |
| Mitsui Leasing & Development, Ltd. |
| As Lender |
- 10 -
| Accepted and agreed |
| /s/ Sumisho Lease Co., Ltd. Authorized Signatory |
| For and on behalf of |
| Sumisho Lease Co., Ltd. |
| As Lender |
- 11 -
| Accepted and agreed |
| /s/ Resona Bank, Limited ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
| For and on behalf of |
| Resona Bank, Limited |
| As Lender |
- 12 -
| Accepted and agreed |
| /s/ Showa Leasing Co., Ltd. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ |
| For and on behalf of |
| Showa Leasing Co., Ltd. |
| As Lender |
- 13 -
| Accepted and agreed |
| /s/ Mitsubishi UFJ Lease & Finance Company Limited Tatsuhisa Takahashi |
| For and on behalf of |
| Mitsubishi UFJ Lease & Finance Company Limited |
| As Lender |
- 14 -
| Accepted and agreed |
| /s/ NTT Finance Corporation Authorized Signatory |
| For and on behalf of |
| NTT Finance Corporation |
| As Lender |
- 15 -
| Accepted and agreed |
| /s/ Century Leasing System, Inc. ▇▇▇▇▇ ▇▇▇▇ |
| For and on behalf of |
| Century Leasing System, Inc. |
| As Lender |
- 16 -
| Accepted and agreed |
| /s/ Kyodo Leasing Co., Ltd. ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
| For and on behalf of |
| Kyodo Leasing Co., Ltd. |
| As Lender |
- 17 -
| Accepted and agreed |
| /s/ BOT Lease Co., Ltd. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
| For and on behalf of |
| BOT Lease Co., Ltd. |
| As Lender |
- 18 -
| Accepted and agreed |
| For and on behalf of |
| ABN Amro Bank N.V. |
| As Lender |
- 19 -