EXHIBIT 10.35
[Form of]
TRANCHE B TERM
NOTE
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$[ ]
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San Francisco, California
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[Date]
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FOR VALUE RECEIVED, the undersigned,
NETLOGIC MICROSYSTEMS INTERNATIONAL LIMITED, a British Virgin
Islands company (the “ BVI Borrower ”),
hereby promises to pay to the order of
(the “ Lender ”) on the Term Loan
Maturity Date (as defined in the Credit Agreement referred to
below) in lawful money of the United States and in immediately
available funds, the principal amount of [
] DOLLARS ($
), or, if less, the aggregate unpaid principal amount of all
Tranche B Term Loans of the Lender then outstanding under the
Credit Agreement referred to below, which sum shall be due and
payable in such amounts and on such dates as are set forth in the
Credit Agreement. The BVI Borrower further agrees to pay interest
in like money on the unpaid principal amount hereof from time to
time from the date hereof at the rates, and on the dates, specified
in such Credit Agreement.
The holder of this Note may endorse
and attach a schedule to reflect the date and amount of each
Tranche B Term Loan of the Lender outstanding under the Credit
Agreement, the date and amount of each payment or prepayment of
principal hereof, and the date of each interest rate conversion or
continuation pursuant to Section 2.12 of the Credit Agreement
and the principal amount subject thereto; provided that the
failure of the Lender to make any such recordation (or any error in
such recordation) shall not affect the obligations of the BVI
Borrower hereunder or under the Credit Agreement.
This Note is one of the Notes
referred to in the Credit Agreement dated as of June 19, 2009
among NetLogic Microsystems, Inc., as US Borrower, NetLogic
Microsystems International Limited, as BVI Borrower, the Lenders
a
