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FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as of
October 10, 1996, effective as of September 30, 1996, is entered into by and
among CYPRESS SEMICONDUCTOR CORPORATION, a Delaware corporation (the "Company"),
FLEET NATIONAL BANK, as Co-Agent, BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as agent for itself and the Banks (the "Agent") and as letter of
credit issuing bank, and the several financial institutions party to the Credit
Agreement (collectively, the "Banks").
RECITALS
A. The Company, Banks, and Agent are parties to a Credit Agreement
dated as of July 24, 1996, (the "Credit Agreement") pursuant to which the Agent
and the Banks have extended certain credit facilities to the Company.
B. The Company has requested that the Banks agree to certain amendments
of the Credit Agreement.
C. The Banks are willing to amend the Credit Agreement, subject to the
terms and conditions of this Amendment.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as follows:
Defined Terms. Unless otherwise defined herein, capitalized terms used
herein shall have the meanings, if any, assigned to them in the Credit
Agreement.
Amendments to Credit Agreement.
Subsection 7.13(c) of the Credit Agreement shall be amended and
restated in its entitety to read as follows:
"(c) at the end of each fiscal quarter after the Closing Date, a ratio
of (I) cash plus the value of cash equivalents (other than cash
equivalents subject to any Lien securing Indebtedness) plus net
accounts receivable plus short term receivables constituting sales tax
refunds due from the State of Minnesota in connection with equipment
purchased for installation in the Company's fabrication facilities
located in the State of Minnesota, to (ii) Consolidated Current
Liabilities of not less than 1:00 to 1:00; provided, however,that
during the period from the Closing Date through December 31, 1997, the
Banks shall permit such ratio to be not less than 0.80 to 1:00 as of
the end of any two fiscal quarters during such period;"
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(b) Exhibit C to the Credit Agreement shall be amended at page C-5
thereof by adding the following clause iv) after clause iii) in paragraph 3(a)
on such page (calculating compliance with subsection 7.13(c) of the Credit
Agreement):
"iv) short term State of Minnesota sales tax receivables
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3. Representation and Warranties. The Company hereby represents and
warrants to the Agent and the Banks as follows:
(a) No Default or Event of Default has occurred and is
continuing.
(b) The execution, delivery and performance by the Company of
this Amendment have been duly authorized by all necessary corporate and other
action and do not and will not require any registration with, consent or
approval of, notice to or action by, any Person (including any Governmental
Authority) in order to be effective and enforceable. The Credit Agreement as
amended by this Amendment constitutes the legal, valid and binding obligations
of the Company, enforceable against it in accordance with its respective terms,
without defense, counterclaim or offset.
(c) All representations and warranties of the Company
contained in the Credit Agreement are true and correct.
(d) The Company is entering into this Amendment on the basis
of its own investigation and for its own reasons, without reliance upon the
Agent and the Banks or any other Person.
4. Effective Date. This Amendment will become effective as
of September 30, 1996 (the "Effective Date"), provided that the
Agent has received from the Company and the Majority Banks a duly executed
original (or, if elected by the Agent, an executed facsimile copy) of this
Amendment.
5. Reservation of Rights. The Company acknowledges and agrees that the
execution and delivery by the Agent and the Banks of this Amendment shall not be
deemed to create a course of dealing or otherwise obligate the Agent or the
Banks to execute similar amendments under the same or similar circumstances in
the future.
6. Miscellaneous.
(a) Except as herein expressly amended, all terms, covenants
and provisions of the Credit Agreement are and shall remain in full force and
effect and all references therein to such Credit Agreement shall henceforth
refer to the Credit Agreement as amended by this Amendment. This Amendment shall
be deemed incorporated into, and a part of, the Credit Agreement.
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(b) This Amendment shall be binding upon and inure to the
benefit of the parties hereto and thereto and their respective successors and
assigns. No third party beneficiaries are intended in connection with this
Amendment.
(c) This Amendment shall be governed by and construed in
accordance with the law of the State of California.
(d) This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument. Each of
the parties hereto understands and agrees that this document (and any other
document required herein) may be delivered by any party thereto either in the
form of an executed original or an executed original sent by facsimile
transmission to be followed promptly by mailing of a hard copy original, and
that receipt by the Agent of a facsimile transmitted document purportedly
bearing the signature of a Bank or the Company shall bind such Bank or the
Company, respectively, with the same force and effect as the delivery of a hard
copy original. Any failure by the Agent to receive the hard copy executed
original of such document shall not diminish the binding effect of receipt of
the facsimile transmitted executed original of such document of the party whose
hard copy page was not received by the Agent.
(e) This Amendment, together with the Credit Agreement,
contains the entire and exclusive agreement of the parties hereto with reference
to the matters discussed herein and therein. This Amendment supersedes all prior
drafts and communications with respect thereto. This Amendment may not be
amended except in accordance with the provisions of Section 11.01 of the Credit
Agreement.
(f) If any term or provision of this Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision shall be
invalidated without affecting the remaining provisions of this Amendment or the
Credit Agreement, respectively.
(g) The Company covenants to pay to or reimburse the Agent
within 30 Business Days after demand, for reasonable all costs and expenses
(including allocated costs of in-house counsel) incurred in connection with the
development, preparation, negotiation, execution and delivery of this Amendment.
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IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the date first above written.
CYPRESS SEMICONDUCTOR CORPORATION
By:
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Title:
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BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Agent
By:
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Title:
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FLEET NATIONAL BANK, as Co-Agent
By:
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Title:
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BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as a
Bank and as Issuing Bank
By:
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Title:
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FLEET NATIONAL BANK,
as a Bank
By:
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Title:
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BANQUE NATIONALE DE PARIS
By:
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Title:
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THE SUMITOMO TRUST & BANKING CO.,
LTD., LOS ANGELES AGENCY
By:
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Title:
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