On August 18, 2017 (the “Closing Date”), Cypress Semiconductor Corporation (the “Company”) entered into the Joinder Agreement and Amendment No. 6 to Amended and Restated Credit and Guaranty Agreement, dated as of August 18, 2017, by and among the Company, the subsidiaries of the Company party thereto as Guarantors, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (the “Joinder Agreement and Amendment”). The Joinder Agreement and Amendment amends the Amended and Restated Credit and Guaranty Agreement, dated as of March 12, 2015, by and among the Company, the subsidiaries of the Company party thereto as Guarantors, the lenders party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent, and Morgan Stanley Bank, N.A., as issuing bank (as amended, modified or supplemented, the “Credit Agreement”).

to the Joinder Agreement and Amendment, the Company obtained an additional $91,250,000 principal amount of term loans (the “Additional Incremental Term Loan”) that were made a part of the tranche of term loans obtained by the Company under the Credit Agreement on July 5, 2016 (together with the Additional Incremental Term Loan, the “2016 Term Loans”). The incurrence of such Additional Incremental Term Loan is permitted as an incremental loan under the Credit Agreement and is subject to the terms of the Credit Agreement and to additional terms set forth in the Joinder Agreement and Amendment. The Additional Incremental Term Loan was fully funded on the Closing Date. After giving effect to the Joinder Agreement and Amendment, $541, 250,000 aggregate principal amount of 2016 Term Loans were outstanding. The 2016 Term Loans mature on July 5, 2021.

The proceeds of the Additional Incremental Term Loan were used together with cash on hand to repay in full all outstanding principal amount of, and accrued and unpaid interest on, the incremental term loans incurred by the Company on December 22, 2015 to the Credit Agreement. As of the Closing Date, $91,250,000 aggregate principal amount of such incremental term loans were outstanding.

The Joinder Agreement and Amendment amends the Credit Agreement to, among other things, reduce the applicable margin for the 2016 Term Loans. After giving effect to the Joinder Agreement and Amendment, the 2016 Term Loans will bear interest, at the option of the Company, at the base rate plus an applicable margin of 1.75% or the Eurodollar rate plus an applicable margin of 2.75%.

Certain of the lenders and their affiliates have engaged in, and may in the future engage in, other commercial dealings in the ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for those transactions and any advisory services.

The foregoing description is qualified in its entirety by reference to the Joinder Agreement and Amendment which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(d) Exhibits

CYPRESS SEMICONDUCTOR CORP /DE/ Exhibit
EX-10.1 2 a6thamendment.htm EXHIBIT 10.1 Exhibit EXHIBIT 10.1JOINDER AGREEMENT AND AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENTTHIS JOINDER AGREEMENT AND AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT,…
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About CYPRESS SEMICONDUCTOR CORPORATION (NASDAQ:CY)

Cypress Semiconductor Corporation delivers solutions from automotive, industrial and networking platforms to interactive consumer and mobile devices. The Company’s segments include Programmable Systems Division, Memory Products Division, Data Communications Division and Emerging Technologies Division. The Programmable Solutions Division designs and develops solutions for end-product manufacturers. The Memory Products Division designs and manufactures portfolio of high-performance memories for embedded systems. The Data Communications Division focuses on solutions for industrial, handset and consumer applications. The Emerging Technologies Division consists of its subsidiaries, AgigA Tech, Inc. and Deca Technologies, Inc. Its product portfolio includes NOR flash memories, Traveo microcontrollers, programmable system-on-chip solutions, CapSense capacitive touch-sensing controllers, and Wireless Bluetooth Low-Energy and universal serial bus (USB) connectivity solutions.