5.1
Further Assurances
30
Section 5.2
Additional Grantors
32
SECTION 6 COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT
32
Section 6.1
Power of Attorney
32
Section 6.2
No Duty on the Part of Collateral Agent or Secured Parties
34
Section 6.3
Authority, Immunities and Indemnities of Collateral Agent
35
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SECTION 7 REMEDIES
35
Section 7.1
Remedies Upon Event of Default
35
Section 7.2
Intellectual Property
39
Section 7.3
Application of Proceeds
39
Section 7.4
Securities Act, Etc.
40
SECTION 8 STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM
41
SECTION 9 MISCELLANEOUS
42
Section 9.1
Notices
42
Section 9.2
Security Interest Absolute
42
Section 9.3
Survival of Agreement
42
Section 9.4
Binding Effect
43
Section 9.5
Successors and Permitted Assigns
43
Section 9.6
Collateral Agent's Fees and Expenses; Indemnification
43
Section 9.7
Applicable Law
43
Section 9.8
Waivers; Amendment
44
Section 9.9
Waiver of Jury Trial
44
Section 9.10
Severability
45
Section 9.11
Counterparts; Effectiveness
45
Section 9.12
Section Headings
46
Section 9.13
Consent to Jurisdiction and Service of Process
46
Section 9.14
Termination, Release
47
EXHIBITS
EXHIBIT A FORM OF CONTROL ACCOUNT AGREEMENT EXHIBIT B FORM OF DEPOSIT ACCOUNT
CONTROL AGREEMENT EXHIBIT C FORM OF SECURITY SUPPLEMENT EXHIBIT D FORM OF
JOINDER AGREEMENT EXHIBIT E FINANCING STATEMENTS EXHIBIT F-1 FORM OF PATENT
SECURITY AGREEMENT EXHIBIT F-2 FORM OF TRADEMARK SECURITY AGREEMENT
EXHIBIT F-3
FORM OF COPYRIGHT SECURITY AGREEMENT
ii
This AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of March 12,
2015 (as further amended and/or restated, supplemented, or otherwise modified
from time to time, this "Agreement"), among CYPRESS SEMICONDUCTOR CORPORATION, a
Delaware corporation (the "Borrower"), each of the other entities that are
signatories hereto as a "Grantor" (collectively, with the Borrower and any
Additional Grantors (as defined herein), the "Grantors", and each a "Grantor")
and MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent for the Secured
Parties (herein in such capacity, the "Collateral Agent").
RECITALS
1. The BORROWER, the GUARANTORS (as defined therein), the LENDERS from time to
time party thereto, MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent
(in such capacity, the "Administrative Agent"), the other AGENTS (as defined
therein) party thereto, MORGAN STANLEY BANK, N.A., as Issuing Bank, and the
COLLATERAL AGENT have entered into an Amended and Restated Credit and Guaranty
Agreement, dated as of the date hereof (as further amended and/or restated,
supplemented or otherwise modified from time to time, the "Credit Agreement").
2. The Credit Agreement requires each Grantor to deliver a duly executed copy of
this Agreement as a condition precedent to the initial extensions of credit
thereunder.
In consideration of the premises and for other valuable consideration, the
receipt and sufficiency of which the parties hereto hereby acknowledge, each
Grantor and the Collateral Agent, on behalf of itself and each Secured Party
(and each of their respective permitted successors, assigns and novatees),
hereby agree as follows:
SECTION 1
DEFINITIONS; RULES OF INTERPRETATION
Section 1.1 Definition of Terms Used Herein
Unless the context otherwise requires, all capitalized terms used but not
defined