SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH
RESPECT TO POST-JUDGMENT INTEREST) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE
APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. THE TERMS
AND PROVISIONS OF SECTION 11.15 OF THE CREDIT AGREEMENT ARE INCORPORATED BY
REFERENCE HEREIN AS IF FULLY SET FORTH HEREIN.
[Remainder of page intentionally left blank]
EXHIBIT H-2
IN WITNESS WHEREOF, the undersigned has caused this Counterpart Agreement to be
duly executed and delivered by its duly authorized officer as of the date above
first written.
[NAME OF SUBSIDIARY]
Name: Title: [Authorized Officer]
Address for Notices:
Attention: Telecopier
with a copy to:
Attention: Telecopier
ACKNOWLEDGED AND ACCEPTED,
as of the date above first written:
MORGAN STANLEY SENIOR FUNDING, INC.
as Administrative Agent
By:
Name: Title:
EXHIBIT H-3
EXHIBIT I TO
AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
PLEDGE AND SECURITY AGREEMENT
[Attached separately]
EXHIBIT I-1
EXHIBIT J TO
AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
INTERCOMPANY NOTE
Dated: [
]
FOR VALUE RECEIVED, each undersigned entity (collectively, the "Group Members"
and each, a "Group Member") that is a party to this intercompany promissory note
(this "Promissory Note") as a Payor (as defined below) promises to pay to the
order of such other Group Member that makes loans to such Group Member (each
Group Member which borrows money pursuant to this Promissory Note is referred to
herein as a "Payor" and each Group Member which makes loans and advances
pursuant to this Promissory Note is referred to herein as a "Payee"), on demand,
in lawful money of the United States of America, in immediately available funds
and at the appropriate office of the Payee, the aggregate unpaid principal
amount of all loans and advances heretofore and hereafter made by such Payee to
such Payor and any other Indebtedness for borrowed money now or hereafter owing
by such Payor to such Payee as shown either on Schedule A attached hereto (and
any continuation thereof) or in the books and records of such Payee. The failure
to show any such Indebtedness or any error in showing such Indebtedness shall
not affect the obligations of any Payor hereunder. Capitalized terms used herein
but not otherwise defined herein shall have the meanings given such terms in the
Amended and Restated Credit and Guaranty Agreement, dated as of March 12, 2015
(as it may be further amended, supplemented or otherwise modified, the "Credit
Agreement"), 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, Inc., as
administrative agent and as collateral agent (together with its permitted
successors in such capacity, "Collateral Agent"), the other Agents from time to
time party thereto and Morgan Stanley Bank, N.A., as Issuing Bank.
The unpaid principal amount