exhibit105.htm


     EXHIBIT
10.5


    


    


    


    


    


    


    


    


    


    February
20, 2009

    


    


    


    SUNPOWER
CORPORATION

    3939 N.
1st
Street

    San Jose,
CA 95134

    


    Dear Mr.
Arriola:

    


    This letter is to confirm that WELLS
FARGO BANK, NATIONAL ASSOCIATION (“Bank”) has agreed to extend the maturity date
of that certain credit accommodation granted by Bank to SUNPOWER CORPORATION
(“Borrower”) in the maximum principal amount of Fifty Million Dollars
($50,000,000.00) pursuant to the terms and conditions of that certain Credit
Agreement between Bank and Borrower dated July 13, 2007, as amended from time to
time (the “Agreement”).

    


    The maturity date of said credit
accommodation is hereby extended until July 3, 2009.  Until such date,
all terms and conditions of the Agreement which pertain to said credit
accommodation shall remain in full force and effect, except as expressly
modified hereby.  The promissory note dated as of April 4, 2008,
executed by Borrower and payable to the order of Bank which evidences said
credit accommodation (the “Note”), shall be deemed modified as of the date this
letter is acknowledged by Borrower to reflect the new maturity date set forth
above.  All other terms and conditions of the Note remain in full
force and effect, without waiver or modification.

    


    Borrower acknowledges that Bank has not
committed to make any renewal or further extension of the maturity date of the
above-described credit accommodation beyond the new maturity date specified
herein, and that any such renewal or further extension remains in
the   sole discretion of Bank.  This letter constitutes
the entire agreement between Bank and   Borrower with respect to
the maturity date extension for the above-described credit accommodation, and
supersedes all prior negotiations, discussions and correspondence concerning
said extension.

    



    
      
        
          S:\SF_Documentation\TEAM1\PEN\EXT\Sunpower

          Corporation.$50MM.2-09.C-220_CA_DOC:
Loan

          Extension
(Rev. 07/04) au#5681 #7576615169

          tk#20090220004

        

         


      

      
         


        
          

        

      

      
         


        
          SUNPOWER
CORPORATION

          February
20, 2009

          Page
2

        

      

    


    


    Please acknowledge your acceptance of
the terms and conditions contained herein by dating and signing one copy below
and returning it to my attention at the above address on or before March 6,
2009.

    


    Very truly yours,

    WELLS FARGO BANK,

      NATIONAL
ASSOCIATION

    


    By: /s/ Matthew A.
Servatius                                                                

           Matthew
A. Servatius

           Vice
President

    


    


    Acknowledged
and accepted as
of                                                                2/25/09                                :

    


    SUNPOWER
CORPORATION

    


    By: /s/ Dennis V.
Arriola                                                                           

          Dennis
V. Arriola

          Chief
Financial Officer


    
      
        
          S:\SF_Documentation\TEAM1\PEN\EXT\Sunpower

          Corporation.$50MM.2-09.C-220_CA_DOC:
Loan

          Extension
(Rev. 07/04) au#5681 #7576615169

          tk#20090220004