Schedule to Lease Agreement, dated as of September 28, 2006



 Exhibit 10.62 (k) 
 Schedule to 
 Lease Agreement 
 Schedule Number 
 15878-11500-010 
 This Schedule (“Schedule”), dated as of, September 28, 2006 between General Electric Capital Corporation (“Lessor”) and
Spansion LLC (“Lessee”) is executed pursuant to Lease Agreement Number 15878-11500 dated September 30, 2005 between Banc of America Leasing & Capital, LLC and Lessee, incorporated in this Schedule by this
reference (the “Lease Agreement”). Unless otherwise defined in this Schedule, capitalized terms used in this Schedule have the respective meanings assigned to such terms in the Lease Agreement. If any provision of this Schedule conflicts
with any provision of the Lease Agreement, the provisions contained in this Schedule shall prevail. Lessee hereby authorizes Lessor to insert the serial numbers and other identification data of the Units, dates, and other omitted factual matters or
descriptions in this Schedule. 
 1. Description of Units. The Units subject to this Schedule (“Units”), which have a cost to Lessor
(“Lessor’s Cost”) in the aggregate of $13,755,839.29 inclusive of taxes, shipping, installation and other related expenses, if any (“Soft Costs”), are as follows: 
  

							
	 Quantity
	  	 Description
	  	 Serial Number
	  	Lessor’s Cost
	  	  	  	(Including Soft Costs)
		  	 See attached Schedule A
	  		  	13,755,839.29
		  		  	Equipment Total:	  	
		  		  		  	 
		  		  	Payment Total:	  	see below

 2. Acceptance. Lessee acknowledges and represents that the Units (a) have been delivered to, received
and inspected by Lessee, (b) to Lessee’s knowledge, are in good operating order, repair, condition and appearance, (c) are of the manufacture, design and capacity selected by Lessee and, to Lessee’s knowledge, are suitable for
the purposes for which the Units are leased, and are acceptable and satisfactory to Lessee, (d) to Lessee’s knowledge, do not require any additions or modifications to make them suitable for use, other than ancillary modifications or
additions normally made by lessees of similar assets, and are available for use and lease by Lessee and Lessor, and (e) have been irrevocably accepted as “Units” leased by Lessee under this Schedule as of the date written below (the
“Acceptance Date”). 
 3. Term. The term of the Lease for the Units is for a “Base Term” of forty-eight (48) months,
beginning on September 29, 2006 (the date that the Lessor’s Cost of the Units is paid by Lessor to Lessee_ (the “Base Date”). 
 4. Rental. Base Rent shall be payable in advance in forty-eight (48) consecutive monthly installments as follows: thirty (30) payments of $260,296.66; followed by eighteen (18) payments of
$212,970.10 each, the first Base Rent installment being payable on the Base Date and the remaining Base Rent installments being payable on the same day of each succeeding month. 
 5. Stipulated Loss Value. After Lessor’s receipt of notice of the occurrence of any Total Loss of any Unit, Lessor shall calculate the Stipulated Loss Value for such Unit and give Lessee notice thereof.
Such “Stipulated Loss Value”, as of any particular date, shall be the product obtained by multiplying the Lessor’s Cost for the Unit in question by the percentage, as set forth in the “Schedule of Stipulated Loss Values”
attached as Annex II, specified opposite the rent installment number (or date) becoming due immediately after the date Lessee gives or is required to give Lessor notice requiring payment of the Stipulated Loss Value. If only a portion of the
Units is affected by any event causing calculation of Stipulated Loss Value, and the cost of such portion cannot be readily determined from the Lessor’s Cost set forth above, then the Lessor’s Cost for such portion shall be as reasonably
calculated by Lessor, which shall be binding upon Lessee absent manifest error. 
 6. Tax Matters. Lessee represents and warrants to Lessor as of the
date hereof that to the best of its knowledge (a) the Units qualify under asset guideline class 36.1 and constitute “5-year property” within the meaning of Section 168 of the Code; and (b) the Lessor is the
owner of the Units and is entitled to annual accelerated cost recovery deductions for each Unit as provided by Section 168(a) of the Code. Lessee hereby covenants that (a) Lessee, and all direct or indirect assignees and sublessees of
Lessee, shall treat this Lease as a “true lease” for income tax purposes and will not claim any depreciation or other tax attributes associated with ownership of the Units; and (b) in any taxable year of Lessor, no deductions or
losses arising from this Lease will arise from sources without the United States under Section 863 of the Code. 
  


			
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 7. Location of Units. Units will be located at: 
  

											
	 Location
	  	 Address
	  	City	  	County	  	State	  	ZIP
						
		  	 See attached Schedule A
	  		  		  		  	

 8. Further Representations and Warranties. Lessee represents and warrants to Lessor as of the date hereof
as follows: 
 (a) All representations and warranties of Lessee contained in Section 9 and Section 13(b) of the Lease Agreement are true and correct
as of the date hereof and as of the Acceptance Date. 
 (b) There has been no material adverse change in the operations, business, properties or condition
(financial or otherwise) (“Material Adverse Change”) of Lessee of the Guarantor since June 30, 2006. There is not pending against Lessee any litigation, proceeding, dispute or claim that is reasonably likely to result in a
Material Adverse Change as to Lessee or that may adversely impair Lessee’s legal or other ability to enter into and perform its obligations under this Lease. 
 (c) The operation and maintenance of any Unit in the ordinary course by Lessee do not require the entry into any software or other intellectual property rights agreement with any licensor or other person, except for standard, generally
commercially available, “off-the-shelf” third-party software or as disclosed to Lessor in writing prior to the Acceptance Date. 
 9.
Miscellaneous. 
 (a) Extension; Purchase. (i) Provided no Event of Default has occurred and then remains uncured, and upon Lessee having
provided Lessor with written notice not more than 360 days or less than 120 days prior to expiration of the Base Term, Lessee may irrevocably elect to purchase all of Lessor’s right, title and interest in and to all, but not less than all, of
the Units under this Schedule for a purchase price equal to thirty-nine percent (39%) of Lessor’s Cost for all Units, plus all Rent installments, late charges and other amounts then due and owing under this Lease; plus all applicable
taxes, assessments and other charges due or payable in connection with the sale of the Units (collectively, the “Purchase Price”), payable in immediately available funds on the last day of the Base Term. 
 (ii) Any provision of the Lease Agreement to the contrary notwithstanding, if Lessee fails to provide timely written notice of its election to
purchase the Units in accordance with clause (i) above, then the Lease Term as to all, but not less than all, of the Units under this Schedule shall be automatically extended for a period of twelve (12) months (the “Extended
Term”) at a monthly Rent of 1.548216% of Lessor’s Cost for all Units, plus applicable taxes, payable by Lessee to Lessor on the first day of each month during the Extended Term. 
 (iii) Provided no Event of Default has occurred and then remains uncured, and upon Lessee having provided Lessor with written notice not more than
360 days or less than 120 days prior to expiration of the Extended Term, Lessee may irrevocably elect to purchase all, but not less than all, of the Units for: the then fair market value of the Units; plus all Rent installments, late charges and
other amounts then due and owing under this Lease; plus all applicable taxes, assessments and other charges due or payable in connection with the sale of the Units (collectively, the “Extended Term Purchase Price”). Lessee shall pay Lessor
the Extended Term Purchase Price on or before the expiration of the Extended Term in immediately available funds. If Lessee does not elect to exercise this option, then the Lessee must return the Units in accordance with the terms of the Lease.

  

									
	General Electric Capital Corporation	 		 	Spansion LLC
					
	 By:
	 	 /s/ Brian McGarry
	 		 	 By:
	 	 /s/ Dario Sacomani

	 Printed Name:
	 	 Brian McGarry
	 		 	 Printed Name:
	 	 Dario Sacomani

	 Title:
	 	 Senior Risk Analyst
	 		 	 Title:
	 	 Executive Vice President, Chief Financial Officer

		 		 		 	 Acceptance Date: 9/29/2006


 Attachment: 
  

			
	Annex I:	  	Supplemental Return Conditions
	Annex II:	  	Schedule of Stipulated Loss Values

  


			
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