Cypress Semiconductor (CY)

Line of Credit

In March 2009, we extended our line of credit with Silicon Valley Bank to March 2010 with a total available amount of $55.0 million. Loans made under the line of credit bear interest based upon the Wall Street Journal Prime Rate (3.25% as of March 29, 2009) or LIBOR plus 2.5% (3.02% as of March 29, 2009). The line of credit agreement includes a variety of covenants including restrictions on the incurrence of indebtedness, incurrence of loans, the payment of dividends or distribution on its capital stock, and transfers of assets and financial covenants with respect to an adjusted quick ratio and tangible net worth. As of March 29, 2009, we were in compliance with all of the financial covenants. Our obligations under the line of credit are guaranteed and collateralized by the common stock of certain of our business entities. We intend to use the line of credit on an as-needed basis to fund working capital and capital expenditures. To date, there have been no borrowings under the line of credit.

In conjunction with certain guarantees, we issued irrevocable standby letters of credit in the aggregate amount of $47.0 million to secure payments under an equipment lease. As of March 29, 2009, the letters of credit have been reduced to $26.5 million. See “Lease Guarantees” under Note 9 for further discussion.

Line of Credit

In January 2009, the Company extended its line of credit with Silicon Valley Bank to March 2009 with a total available amount of $55.0 million. Loans made under the line of credit bear interest based upon the Wall Street Journal Prime Rate (3.25% as of December 28, 2008) or LIBOR plus 1.5% (2.96% as of December 28, 2008). The line of credit agreement includes a variety of covenants including restrictions on the incurrence of indebtedness, incurrence of loans, the payment of dividends or distribution on its capital stock, and transfers of assets and financial covenants with respect to net worth. As of December 28, 2008, Cypress was in compliance with all of the financial covenants. Cypress’s obligations under the line of credit are guaranteed and collateralized by the common stock of certain Cypress business entities. Cypress intends to use the line of credit on an as-needed basis to fund working capital and capital expenditures. To date, there have been no borrowings under the line of credit.

In conjunction with certain guarantees, Cypress issued irrevocable standby letters of credit in the aggregate amount of $47.0 million to secure payments under an equipment lease. As of December 28, 2008, the letters of credit have been reduced to $30.6 million. See “Lease Guarantees” under Note 18 for further discussion.

Line of Credit

In January 2009, the Company extended its line of credit with Silicon Valley Bank to March 2009 with a total available amount of $55.0 million. Loans made under the line of credit bear interest based upon the Wall Street Journal Prime Rate (3.25% as of December 28, 2008) or LIBOR plus 1.5% (2.96% as of December 28, 2008). The line of credit agreement includes a variety of covenants including restrictions on the incurrence of indebtedness, incurrence of loans, the payment of dividends or distribution on its capital stock, and transfers of assets and financial covenants with respect to net worth. As of December 28, 2008, Cypress was in compliance with all of the financial covenants. Cypress’s obligations under the line of credit are guaranteed and collateralized by the common stock of certain Cypress business entities. Cypress intends to use the line of credit on an as-needed basis to fund working capital and capital expenditures. To date, there have been no borrowings under the line of credit.

In conjunction with certain guarantees, Cypress issued irrevocable standby letters of credit in the aggregate amount of $47.0 million to secure payments under an equipment lease. As of December 28, 2008, the letters of credit have been reduced to $30.6 million. See “Lease Guarantees” under Note 18 for further discussion.

Line of Credit

FACE="Times New Roman" SIZE="2">In January 2009, the Company extended its line of credit with Silicon Valley Bank to March 2009 with a total available amount of $55.0 million. Loans made under the line of credit bear interest based upon the
Wall Street Journal Prime Rate (3.25% as of December 28, 2008) or LIBOR plus 1.5% (2.96% as of December 28, 2008). The line of credit agreement includes a variety of covenants including restrictions on the incurrence of indebtedness,
incurrence of loans, the payment of dividends or distribution on its capital stock, and transfers of assets and financial covenants with respect to net worth. As of December 28, 2008, Cypress was in compliance with all of the financial
covenants. Cypress’s obligations under the line of credit are guaranteed and collateralized by the common stock of certain Cypress business entities. Cypress intends to use the line of credit on an as-needed basis to fund working capital and
capital expenditures. To date, there have been no borrowings under the line of credit.

In conjunction with certain guarantees, Cypress
issued irrevocable standby letters of credit in the aggregate amount of $47.0 million to secure payments under an equipment lease. As of December 28, 2008, the letters of credit have been reduced to $30.6 million. See “Lease
Guarantees” under Note 18 for further discussion.

Line of Credit

FACE="Times New Roman" SIZE="2">In January 2009, the Company extended its line of credit with Silicon Valley Bank to March 2009 with a total available amount of $55.0 million. Loans made under the line of credit bear interest based upon the
Wall Street Journal Prime Rate (3.25% as of December 28, 2008) or LIBOR plus 1.5% (2.96% as of December 28, 2008). The line of credit agreement includes a variety of covenants including restrictions on the incurrence of indebtedness,
incurrence of loans, the payment of dividends or distribution on its capital stock, and transfers of assets and financial covenants with respect to net worth. As of December 28, 2008, Cypress was in compliance with all of the financial
covenants. Cypress’s obligations under the line of credit are guaranteed and collateralized by the common stock of certain Cypress business entities. Cypress intends to use the line of credit on an as-needed basis to fund working capital and
capital expenditures. To date, there have been no borrowings under the line of credit.

In conjunction with certain guarantees, Cypress
issued irrevocable standby letters of credit in the aggregate amount of $47.0 million to secure payments under an equipment lease. As of December 28, 2008, the letters of credit have been reduced to $30.6 million. See “Lease
Guarantees” under Note 18 for further discussion.

Line of Credit

In January 2009, the Company extended its line of credit with Silicon Valley Bank to March 2009 and the total available amount is $55.0 million. No borrowings are currently outstanding under the line of credit.

Line of Credit

In January 2009, the Company extended its line of credit with Silicon Valley Bank to March 2009 and the total available amount is $55.0 million. No borrowings are currently outstanding under the line of credit.

Line of Credit:

On December 18, 2008, Cypress extended the maturity date of its revolving line of credit with Silicon Valley Bank to January 2009. The total available amount under the line of credit is $55.0 million, and no borrowings were outstanding as of December 18, 2008.

Line of Credit

In July 2007, SunPower entered into a credit agreement with Wells Fargo & Company (“Wells Fargo”) and has entered into amendments to the credit agreement from time to time. As of September 28, 2008, the credit agreement provides for a $50.0 million unsecured revolving credit line, with a $50.0 million unsecured letter of credit subfeature, and a separate $150.0 million secured letter of credit facility. SunPower may borrow up to $50.0 million and request that Wells Fargo issue up to $50.0 million in letters of credit under the unsecured letter of credit subfeature through April 4, 2009. Letters of credit issued under the subfeature reduce SunPower’s borrowing capacity under the revolving credit line. SunPower may request that Wells Fargo issue up to $150.0 million in letters of credit under the secured letter of credit facility through July 31, 2012. SunPower will pay interest on outstanding borrowings and a fee for outstanding letters of credit. At any time, SunPower can prepay outstanding loans. All borrowings must be repaid by April 4, 2009, and all letters of credit issued under the unsecured letter of credit subfeature expire on or before April 4, 2009 unless SunPower provides by such date collateral in the form of cash or cash equivalents in the aggregate amount available to be drawn under letters of credit outstanding at such time. All letters of credit issued under the secured letter of credit facility expire no later than July 31, 2012. SunPower concurrently entered into a security agreement with Wells Fargo, granting a security interest in a securities account and deposit account to secure its obligations in connection with any letters of credit that might be issued under the credit agreement. In connection with the credit agreement, certain wholly-owned subsidiaries of SunPower entered into an associated continuing guaranty with Wells Fargo. The terms of the credit agreement include certain conditions to borrowings, representations and covenants, and events of default customary for financing transactions of this type.

As of September 28, 2008 and December 30, 2007, nine letters of credit totaling $47.1 million and four letters of credit totaling $32.0 million, respectively, were issued by Wells Fargo under the unsecured letter of credit subfeature. In addition, as of September 28, 2008 and December 30, 2007, 23 letters of credit totaling $68.7 million and eight letters of credit totaling $47.9 million, respectively, were issued by Wells Fargo under the secured letter of credit facility.

As of September 28, 2008 and December 30, 2007, cash available to be borrowed under the unsecured revolving credit line was $2.9 million and $18.0 million, respectively, and includes letter of credit capacities available to be issued by Wells Fargo under the unsecured letter of credit subfeature of $2.9 million and $8.0 million, respectively. As of September 28, 2008 and December 30, 2007, letters of credit available under the secured letter of credit facility totaled $81.3 million and $2.1 million, respectively.

Line of Credit

In July 2007, SunPower entered into a credit agreement with Wells Fargo & Company (“Wells Fargo”) and has entered into amendments to the credit agreement from time to time. As of June 29, 2008, the credit agreement provides for a $50.0 million unsecured revolving credit line, with a $50.0 million unsecured letter of credit subfeature, and a separate $150.0 million secured letter of credit facility. SunPower may borrow up to $50.0 million and request that Wells Fargo issue up to $50.0 million in letters of credit under the unsecured letter of credit subfeature through April 4, 2009. Letters of credit issued under the subfeature reduce SunPower’s borrowing capacity under the revolving credit line. SunPower may request that Wells Fargo issue up to $150.0 million in letters of credit under the secured letter of credit facility through July 31, 2012. SunPower will pay interest on outstanding borrowings and a fee for outstanding letters of credit. At any time, SunPower can prepay outstanding loans. All borrowings must be repaid by April 4, 2009, and all letters of credit issued under the unsecured letter of credit subfeature expire on or before April 4, 2009 unless SunPower provides by such date collateral in the form of cash or cash equivalents in the aggregate amount available to be drawn under letters of credit outstanding at such time. All letters of credit issued under the secured letter of credit facility expire no later than July 31, 2012. SunPower concurrently entered into a security agreement with Wells Fargo, granting a security interest in a securities account and deposit account to secure its obligations in connection with any letters of credit that might be issued under the credit agreement. In connection with the credit agreement, certain wholly-owned subsidiaries of SunPower entered into an associated continuing guaranty with Wells Fargo. The terms of the credit agreement include certain conditions to borrowings, representations and covenants, and events of default customary for financing transactions of this type.

As of June 29, 2008 and December 30, 2007, six letters of credit totaling $41.5 million and four letters of credit totaling $32.0 million, respectively, were issued by Wells Fargo under the unsecured letter of credit subfeature. In addition, as of June 29, 2008 and December 30, 2007, 22 letters of credit totaling $63.8 million and eight letters of credit totaling $47.9 million, respectively, were issued by Wells Fargo under the secured letter of credit facility.

As of June 29, 2008 and December 30, 2007, cash available to be borrowed under the unsecured revolving credit line was $8.5 million and $18.0 million, respectively, and includes letter of credit capacities available to be issued by Wells Fargo under the unsecured letter of credit subfeature of $8.5 million and $8.0 million, respectively. As of June 29, 2008 and December 30, 2007, letters of credit available under the secured letter of credit facility totaled $86.2 million and $2.1 million, respectively.

Line of Credit

In July 2007, SunPower entered into a credit agreement with Wells Fargo & Company (“Wells Fargo”). As of March 30, 2008, the credit agreement provides for a $50.0 million unsecured revolving credit line, with a $50.0 million unsecured letter of credit subfeature, and a separate $50.0 million secured letter of credit facility. SunPower may borrow up to $50.0 million and request that Wells Fargo issue up to $50.0 million in letters of credit under the unsecured letter of credit subfeature through July 31, 2008. Letters of credit issued under the subfeature reduce SunPower’s borrowing capacity under the revolving credit line. SunPower may request that Wells Fargo issue up to $50.0 million in letters of credit under the secured letter of credit facility through July 31, 2012. SunPower will pay interest on outstanding borrowings and a fee for outstanding letters of credit. SunPower has the ability at any time to prepay outstanding loans. All borrowings must be repaid by July 31, 2008, and all letters of credit issued under the unsecured letter of credit subfeature will expire on or before July 31, 2008 unless SunPower provides by such date collateral in the form of cash or cash equivalents in the aggregate amount available to be drawn under letters of credit outstanding at such time. All letters of credit issued under the secured letter of credit facility will expire no later than July 31, 2012. SunPower concurrently entered into a security agreement with Wells Fargo, granting a security interest in a deposit account to secure its obligations in connection with any letters of credit that might be issued under the credit agreement. In connection with the credit agreement, two wholly-owned subsidiaries of SunPower entered into an associated continuing guaranty with Wells Fargo. The terms of the credit agreement include certain conditions to borrowings, representations and covenants, and events of default customary for financing transactions of this type.

For the year ended December 30, 2007, SunPower was not compliant with two debt covenants. In January 2008, SunPower entered into an agreement with Wells Fargo to amend the existing credit agreement. Under the amended credit agreement, Wells Fargo waived compliance requirements with certain restrictive covenants, including the prohibition against SunPower providing corporate guaranties supporting contracts between its subsidiaries and third parties. In exchange for waiving compliance with such restrictive covenants, SunPower agreed to maintain a balance of funds in a restricted cash deposit account with Wells Fargo, in an amount no less than the aggregate outstanding indebtedness owed by SunPower to Wells Fargo under both the line of credit, including its letter of credit subfeature, and the letter of credit line, as collateral securing such outstanding indebtedness. Had Wells Fargo not waived this violation, SunPower would have been in default of its debt covenants and may have been required to immediately repay the aggregate outstanding indebtedness to Wells Fargo under both the line of credit, including its letter of credit subfeature, and the letter of credit line.

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Line of Credit:

        In September 2003, we entered into a $50.0 million, 24-month revolving line of credit with a major financial institution. In December 2006, this line of credit was extended to December 2007 and the total amount was decreased to $30.0 million. Loans made under the line of credit bear interest based upon the Wall Street Journal Prime Rate or LIBOR plus 1.25%. Our obligations under the line of credit are guaranteed and collateralized by the common stock of certain of our business entities other than SunPower. As of September 30, 2007, no amount under this line of credit was outstanding. In connection with certain lease guarantees, we have outstanding irrevocable letters of credit totaling approximately $23.7 million as of September 30, 2007 (see "Lease Guarantees" below for further discussion).

        During the third quarter of fiscal 2007, SunPower entered into a credit agreement with a major financial institution providing for a $50.0 million unsecured revolving credit line, $40.0 million unsecured letter of credit sub-feature and a $50.0 million secured letter of credit facility. Until July 31, 2008, SunPower may borrow up to $50.0 million and request that the lender issue up to $40.0 million in letters of credit under the unsecured letter of credit sub-feature. Until July 31, 2012, SunPower may request that the lender issue up to $50.0 million in letters of credit under the secured letter of credit facility. As detailed in the agreement, SunPower will pay interest on outstanding borrowings and a fee for outstanding letters of credit. SunPower has the ability at any time to prepay outstanding loans. All borrowings must be repaid by July 31, 2008, and all letters of credit issued under the unsecured letter of credit sub-feature shall expire on or before July 31, 2008 unless SunPower provides by such date collateral in the form of cash or cash equivalents in the aggregate amount available to be drawn under letters of credit outstanding at such time. All letters of credit issued under the secured letter of credit facility shall expire no later than July 31, 2012. SunPower concurrently entered into a security agreement with the lender, granting a security interest in a deposit account to secure its obligations in connection with any letters of credit that might be issued under the credit agreement. In connection with the credit agreement, two wholly-owned subsidiaries of SunPower entered into an associated continuing guaranty with the lender. The terms of the credit agreement include certain conditions to borrowings, representations and covenants, and events of default customary for financing transactions of this type.

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        As of September 30, 2007, one letter of credit totaling $20.0 million was issued by the lender under the unsecured letter of credit sub-feature and five letters of credit totaling $9.2 million were issued by the lender under the secured letter of credit facility. On September 30, 2007, cash available to be borrowed under the unsecured revolving credit line was $30.0 million and letters of credit available to be issued by the lender under the unsecured letter of credit sub-feature and secured letter of credit facility were $20.0 million and $40.8 million, respectively.

Line of Credit

In connection with the SP Systems acquisition, SunPower assumed a line of credit SP Systems had with Union Bank of California with an outstanding balance of approximately $3.6 million. During the first quarter of fiscal 2007, SunPower paid off the outstanding balance in full. This line of credit expired in July 2007.

Line of Credit

In connection with the PowerLight acquisition, SunPower assumed a line of credit with an outstanding balance of approximately $3.6 million. During the first quarter of fiscal 2007, SunPower paid off the outstanding balance in full.

Line of Credit

In September 2003, the Company entered into a $50.0 million, 24-month revolving line of credit with a major financial institution. In December 2006, this line of credit was extended to December 2007 and the total available amount was decreased to $30 million. Loans made under the line of credit bear interest based upon the Wall Street Journal Prime Rate (8.3% as of December 31, 2006) or LIBOR plus 1.25% (6.9% as of December 31, 2006). The line of credit agreement includes a variety of covenants including restrictions on the incurrence of indebtedness, incurrence of loans, the payment of dividends or distribution on its capital stock, and transfers of assets and financial covenants with respect to tangible net worth. As of December 31, 2006, the Company was in

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compliance with all of the financial covenants. The Company’s obligations under the line of credit are guaranteed and collateralized by the common stock of certain of the Company’s business entities other than SunPower. The Company intends to use the line of credit on an as-needed basis to fund working capital and capital expenditures. To date, there have been no borrowings under the line of credit.

During the fourth quarter of fiscal 2006, the Company obtained an irrevocable standby letter of credit in the amount of $6.4 million to secure payments under a lease guarantee (see Note 19). The standby letter of credit will expire in January 2008.

In December 2005, SunPower entered into a $25.0 million, three-year revolving credit facility with affiliates of two major financial institutions. The line of credit is collateralized by substantially all of SunPower’s assets, including the stock of its foreign subsidiaries. Borrowings under the line of credit are conditioned upon customary conditions as well as (1) with respect to the first $10.0 million drawn on the line of credit, maintenance of cash collateral to the extent of outstanding borrowings (excluding amounts borrowed), and (2) with respect to the remaining $15.0 million of the line of credit, satisfaction of a coverage test which is based on the ratio of SunPower’s cash flow to capital expenditures. The line of credit contains customary covenants and defaults including limitations on dividends, incurrence of indebtedness and liens, and mergers and acquisitions. The line of credit bears interest at a rate of the greater of the prime rate or federal funds rate for U.S. dollar draws, or LIBOR plus 1% for Euro dollar draws on the first $10.0 million of borrowings and the greater of the prime rate plus 2% or federal funds rate plus 2% for U.S. dollar draws, or LIBOR plus 3% for Euro dollar draws on any borrowings over $10.0 million. The interest rate for Euro dollar borrowings would have been 6.3% on the first $10.0 million of borrowings and 8.3% on any borrowings over $10.0 million at December 31, 2006. The interest rate on U.S. dollar borrowings would have been 8.3% on the first $10.0 million of borrowings and 10.3% on any borrowings over $10.0 million at December 31, 2006. To date, there have been no borrowings by SunPower under the line of credit.

Line of Credit

In September 2003, the Company entered into a $50.0 million, 24-month revolving line of credit with a major financial institution. In December 2004, this line of credit was extended to December 2006 and the total amount was increased to $70.0 million. As of January 1, 2006 and January 2, 2005, the outstanding balance related to the line of credit was zero and $4.0 million, respectively. In addition, as of January 1, 2006 and January 2, 2005, $0.3 million and $0.4 million were outstanding, respectively, related to a standby letter of credit. Loans made under the line of credit bear interest based upon the Wall Street Journal Prime Rate or LIBOR plus a spread at the Company’s election. The line of credit agreement includes a variety of covenants including restrictions on the incurrence of indebtedness, incurrence of loans, the payment of dividends or distribution on its capital stock, and transfers of assets and financial covenants with respect to tangible net worth and a quick ratio. As of January 1, 2006, the Company was in compliance with all of the financial covenants. The Company’s obligations under the line of credit are guaranteed and collateralized by the common stock of certain of the Company’s business entities other than SunPower. The Company intends to use the line of credit on an as-needed basis to fund working capital and capital expenditures.

In December 2005, SunPower entered into a $25.0 million, three-year revolving credit facility with certain financial institutions. The credit facility is secured by substantially all assets, including the stock of SunPower’s foreign subsidiaries. Borrowings under the credit facility are subject to customary conditions as well as (1) with respect to the first $10.0 million drawn on the credit facility, maintenance of cash collateral to the extent of amounts borrowed (excluding amounts borrowed), and (2) with respect to the remaining $15.0 million of the credit facility, satisfaction of a coverage test which is based on a ratio of cash flow to capital expenditures. The credit facility contains customary covenants and defaults including limitations on dividends, incurrence of indebtedness and liens, and mergers and acquisitions. Borrowings outstanding under the credit facility bear interest at a rate of the greater of the prime rate or the federal funds rate for U.S. dollar draws, or LIBOR plus 1% for Euro dollar draws on the first $10.0 million of borrowings and the greater of the prime rate plus 2% or federal funds rate plus 2% for U.S. dollar draws, or LIBOR plus 3% for Euro dollar draws on any borrowings over $10.0 million. As of January 1, 2006, no borrowings were outstanding under this credit facility.

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CYPRESS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Line of Credit

In September 2003, the Company entered into a $50.0 million, 24-month revolving line of credit with a major financial institution. In December 2004, this line of credit was extended to December 2006 and the total amount was increased to $70.0 million. As of October 2, 2005 and January 2, 2005, the outstanding balance related to the line of credit was zero and $4.0 million, respectively. In addition, as of October 2, 2005 and January 2, 2005, $0.3 million and $0.4 million were outstanding, respectively, related to a standby letter of credit. Loans made under the line of credit bear interest based upon the Wall Street Journal Prime Rate or LIBOR plus a spread at the Company’s election. The line of credit agreement includes a variety of covenants including restrictions on the incurrence of indebtedness, incurrence of loans, the payment of dividends or distribution on its capital stock, and transfers of assets and financial covenants with respect to tangible net worth and a quick ratio. As of October 2, 2005, the Company was in compliance with all of the financial covenants. The Company’s obligations under the line of credit are guaranteed and collateralized by the common stock of certain of the Company’s subsidiaries. The Company intends to use the line of credit on an as-needed basis to fund working capital and capital expenditures.