in connection with restructuring and integration
initiatives undertaken in respect of the Spansion Merger:
$[
,
,
]
8. Total Utilization of Revolving Commitments: (a) + (b) + (c) =
$[
,
,
]
(a) the aggregate principal amount of all outstanding
Revolving Loans (other than Revolving Loans made for the purpose of repaying any
Refunded Swing Line Loans or reimbursing Issuing Bank for any amount drawn under
any Letter of Credit, but not yet so applied):
$[
,
,
]
(b) the
aggregate principal amount of all outstanding Swing Line Loans:
$[
,
,
]
(c) the Letter of Credit Usage:
$[
,
,
]
EXHIBIT C-B-7
EXHIBIT D TO
AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
[Reserved]
EXHIBIT D-1
EXHIBIT E TO
AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Assignment") is dated as of the
Effective Date set forth below and is entered into by and between [Insert name
of Assignor] (the "Assignor") and [Insert name of Assignee] (the "Assignee").
Capitalized terms used but not defined herein (including in Annex 1 attached
hereto) shall have the meanings given to them in the Credit Agreement identified
below (as it may be further amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set forth in
Annex 1 attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment as if set forth herein in full.
For an agreed consideration, the Assignor hereby irrevocably sells and assigns
to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and
Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below, the interest in and to all of the
Assignor's rights and obligations under the Credit Agreement and any other
documents or instruments delivered pursuant thereto that represents the amount
and percentage interest identified below of all of the Assignor's outstanding
rights and obligations under the respective facilities identified below
(including, to the extent included in any such facilities, letters or credit and
swingline loans) (the "Assigned Interest"). Such sale and assignment is without
recourse to the Assignor and, except as expressly provided in this Assignment
and the Credit Agreement, without representation or warranty by the Assignor.
1. Assignor: 2.
Assignee:
a Lender/an
[and is a Lender/an affiliate of Approved Fund1] 3.
Borrower: Cypress Semiconductor Corporation 4. Administrative Agent: Morgan
Stanley Senior Funding, Inc., as the administrative agent under the Credit
Agreement
1
Select if applicable
EXHIBIT E-1
5.
Credit Agreement:
Amended and Restated Credit and Guaranty Agreement,
dated as of March 12, 2015, by and among Cypress Semiconductor Corporation, a
Delaware corporation, the guarantors from time to time party thereto, the
lenders from time to time party thereto, Morgan Stanley Senior Funding,