First Amendment to Schedule to Lease Agreement



  
 Exhibit 10.5


 

 

 CONFIDENTIAL 
 FIRST AMENDMENT TO 
 SCHEDULE TO LEASE AGREEMENT 

THIS FIRST AMENDMENT is made effective the 10th day of September, 2010 (the “Effective Date”) by and between SPANSION LLC, having its principal place
of business at 915 DeGuigne Drive, Sunnyvale, California, 94088-3453 (hereinafter referred to as “Lessee”), and AIG COMMERCIAL EQUIPMENT FINANCE, INC., having its principal place of business at 5700 Granite Parkway, Suite 850,
Plano, Texas, 75024 (hereinafter called “Lessor”). 
 RECITALS 

WHEREAS, Lessee and Banc of America Leasing & Capital, LLC (“BofA”) entered into that certain Lease Schedule
No. 15878-11500-012, dated September 28, 2006 (the “Schedule”), issued pursuant to and incorporating terms of Lease Agreement Number 15878-11500, dated September 30, 2005 (the “Lease”); 

WHEREAS, BofA assigned to Lessor all right, title, interest, and obligations under and with respect to the Schedule, and, solely to the extent
incorporated in the Schedule, the Lease, and Lessee consented to such assignment, on November 1, 2006; 
 WHEREAS, Lessee and Lessor
wish to modify the Schedule in order to effect a change in the terms of the Schedule; 
 NOW THEREFORE, in consideration of the promises
and mutual covenants of the parties, it is agreed that the Schedule shall be modified as follows: 
  

	1.	 Notwithstanding anything to the contrary in Section 9 of the Schedule: (i) the Lease term as to all, but not less than all, of the Units
under the Schedule shall be extended for a period of three months (the “Extended Term”) at a monthly Rent of $89,188.64, plus applicable taxes, payable by Lessee to Lessor in advance on the 29th day of each month during the Extended Term beginning on
September 29, 2010, and (ii) Lessee has irrevocably elected to purchase on December 28, 2010, all of Lessor’s right, title and interest in and to all, but not less than all, of the Units under the Schedule for a purchase price
equal to $1,383,985.56, plus all Rent installments, late charges and other amounts then due and owing under the Schedule, plus all applicable taxes (other than past-due personal property taxes or personal property taxes for the current tax year),
assessments and other charges due or payable in connection with the sale of the Units, all of the foregoing payable in immediately available funds on December 28, 2010. For clarification purposes, Lessee shall remain liable for all
personal property taxes, but shall have no obligation to pay such taxes to Lessor. Time is of the essence. Capitalized terms used above but not otherwise defined above shall have the meanings set forth in the Schedule.



 The parties agree that except as amended in the manner specified above, all remaining provisions of the Schedule and Lease
shall continue in full force and effect. 

  
 Page 1











 

 

 CONFIDENTIAL 
  

  
 THIS FIRST AMENDMENT has
been signed by the duly-authorized representatives of the parties (or their designees) in two identical copies of which each party has taken one. 
  

							
	 AIG COMMERCIAL EQUIPMENT

FINANCE, INC.
	 		  	SPANSION LLC	  	
				
	 /s/ Brian D. DeRusha
	 		  	 /s/ Randy W. Furr
	  	
	Authorized Signature	 		  	Authorized Signature	  	
				
	 Brian D. DeRusha
	 		  	 Randy W. Furr
	  	
	Name	 		  	Name	  	
				
	 Senior Vice President
	 		  	 Chief Financial Officer
	  	
	Title	 		  	Title	  	
				
	 September 10, 2010
	 		  	 September 10, 2010
	  	
	Date	 		  	Date	  	

 THE UNDERSIGNED GUARANTOR CONSENTS TO THE FOREGOING 

FIRST AMENDMENT: 
 SPANSION, INC.

  

	
	 /s/ Randy W. Furr

	Authorized Signature
	
	 Randy W. Furr

	Name
	
	 Chief Financial Officer

	Title
	
	 September 10, 2010

	Date


  
 Page 2