Amendment No. 3 to Loan and Security Agreement



 Exhibit 10.26 
 AMENDMENT NO. 3 
 TO 
 LOAN AND SECURITY AGREEMENT 
 THIS AMENDMENT
NO. 3 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 21st 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. 
 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 Section 6.7 (Financial Covenants). Section 6.7(a) of the Loan Agreement is amended and restated in its entirety as follows: 
 Tangible Net Worth. A Tangible Net Worth of not less than Seven Hundred Million Dollars ($700,000,000). 
 1.2 Section 13 (Definitions). Section 13 of the Loan Agreement is amended in the following manner: 
 (a)
The definition for the following term is amended and restated in their entirety as follows: 
 “Maturity
Date” is December 31, 2007. 







 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 $70,000. 







 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