Amendment No. 2 to Loan and Security Agreement



 Exhibit 10.25 
 AMENDMENT NO. 2 
 TO 
 LOAN AND SECURITY AGREEMENT 
 THIS AMENDMENT
NO. 2 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 11th day of December, 2006, by and between
CYPRESS SEMICONDUCTOR CORPORATION, a Delaware corporation (“Borrower”), and SILICON VALLEY
BANK (“Bank”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below). 
 RECITALS 
 A.
Borrower and Bank have entered into that certain Loan and Security Agreement dated as of September 25, 2003 (as amended to date, the “Loan Agreement”), pursuant to which Bank agreed to extend and make available to
Borrower certain advances of money. 
 B. Borrower desires that Bank amend the Loan Agreement to, among other things, extend the
maturity of such indebtedness and reduce the amount available for borrowing thereunder. 
 C. Subject to the representations and
warranties of Borrower herein and upon the terms and conditions set forth in this Amendment, Bank is willing to amend the Loan Agreement. 
 AGREEMENT 
 NOW, THEREFORE, in consideration of the foregoing Recitals and intending to be legally bound, the
parties hereto agree as follows: 
 1. Amendments to Loan Agreement. 
 1.1 Appendix A. The definition of “Interest Rate” contained in Appendix A to the Loan Agreement is amended and restated in its entirety
as follows: 
 “Interest Rate” shall mean as to: (a) Prime Rate Loans, a rate equal to the Prime Rate; and
(b) LIBOR Rate Loans, a rate of 1.50% per annum in excess of the LIBOR Rate (based on the LIBOR Rate applicable for the Interest Period selected by the Borrower). 
 1.2 Section 13 (Definitions). Section 13 of the Loan Agreement is amended in the following manner: 
 (a) The definitions for the following terms are amended and restated in their entirety as follows: 
 “Committed Revolving Line” is an Advance or Advances not to exceed a principal amount outstanding at any time of
$30,000,000. 







 “Maturity Date” is January 31, 2007. 
 (b) Item (h) of the definition of “Permitted Indebtedness” is amended and restated in its entirety as
follows: 
 “Up to $275,000,000 in principal amount of Indebtedness (and related interest and other amounts) of SunPower Corp. and
guaranties of such Indebtedness by Borrower and its Subsidiaries;” 
 2. BORROWER’S
REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants that: 
 (a) immediately upon giving effect to this Amendment (i) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent
such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (ii) no Event of Default has occurred and is continuing; 
 (b) Borrower has the corporate power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement,
as amended by this Amendment; 
 (c) the certificate of incorporation, bylaws and other organizational documents of Borrower
delivered to Bank on the Closing Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; 
 (d) the execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as
amended by this Amendment, have been duly authorized by all necessary corporate action on the part of Borrower; and 
 (e) this
Amendment has been duly executed and delivered by the Borrower and is the binding obligation of Borrower, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights. 
 3. LIMITATION. The amendments and modifications set forth in this Amendment shall be limited precisely as written and shall not be deemed (a) to be a waiver or modification of any other term or
condition of the Loan Agreement or of any other instrument or agreement referred to therein or to prejudice any right or remedy which Bank may now have or may have in the future under or in connection with the Loan Agreement or any instrument or
agreement referred to therein; or (b) to be a consent to any future amendment or modification or waiver to any instrument or agreement the execution and delivery of which is consented to hereby, or to any waiver of any of the provisions
thereof. Except as expressly amended hereby, the Loan Agreement shall continue in full force and effect. 







 4. EFFECTIVENESS. This Amendment shall become effective upon the satisfaction of
all the following conditions precedent: 
 4.1 Amendment. Borrower and Bank shall have duly executed and delivered this Amendment to
Bank and each Guarantor shall have duly executed and delivered a Reaffirmation in the form attached hereto. 
 4.2 Payment of Loan
Fee. Borrower shall have paid Bank a fully-earned, non-refundable loan fee in the amount of $5,000. 
 4.3 Payment of Bank
Expenses. Borrower shall have paid all Bank Expenses (including all reasonable attorneys’ fees and reasonable expenses) incurred through the date of this Amendment. 
 5. COUNTERPARTS. This Amendment may be signed in any number of counterparts, and by different parties hereto in
separate counterparts, with the same effect as if the signatures to each such counterpart were upon a single instrument. All counterparts shall be deemed an original of this Amendment. 
 6. INTEGRATION. This Amendment, the Loan Documents and any documents executed in connection herewith or pursuant
hereto contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, offers and negotiations, oral or written, with respect thereto and no extrinsic evidence whatsoever
may be introduced in any judicial or arbitration proceeding, if any, involving this Amendment or the Loan Documents; except that any financing statements or other agreements or instruments filed by Bank with respect to Borrower shall remain in full
force and effect. 
 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. 
 [Signature page follows.] 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first
written above. 
  

							
	 BORROWER:
	 		 	 CYPRESS SEMICONDUCTOR CORPORATION
 a Delaware corporation

				
		 		 	By:	 	 /s/ Neil Weiss

		 		 	Printed Name: Neil Weiss
		 		 	Title: Senior Vice President, Treasurer
			
	 BANK:
	 		 	SILICON VALLEY BANK
				
		 		 	By:	 	 /s/ Tom Smith

		 		 	Printed Name: Tom Smith
		 		 	Title: Senior Relationship Manager