exhibit107.htm


    
    

    EXHIBIT 10.7

    
      
        	    

                


                
                  CONFIDENTIAL
      TREATMENT REQUESTED

                  --

                  CONFIDENTIAL
      PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY
      FILED WITH THE SECURITIES AND EXCHANGE COMMISSION

                

                


              


      

    

     

    AMENDED
AND RESTATED CREDIT AGREEMENT

    


    THIS AMENDED AND RESTATED CREDIT
AGREEMENT (this "Agreement") is entered into as of March 20, 2009, by and
between SUNPOWER CORPORATION, a Delaware corporation ("Borrower"), and WELLS
FARGO BANK, NATIONAL ASSOCIATION ("Bank").

    


    RECITALS

    


    Borrower has requested that Bank
extend or continue credit to Borrower as described below, and Bank has agreed to
provide such credit to Borrower on the terms and conditions contained
herein.

    


    NOW, THEREFORE, for valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Bank and Borrower hereby agree as follows:

    


    ARTICLE
I

    CREDIT
TERMS

    


    SECTION
1.1.                                   LINE
OF CREDIT.

    


    (a)             Line of
Credit.  Subject to the terms and conditions of this Agreement,
Bank hereby agrees to make advances to Borrower from time to time up to and
including March 27, 2010, not to exceed at any time the aggregate principal
amount of Fifty Million Dollars ($50,000,000.00) ("Line of Credit"), the
proceeds of which shall be used for working capital and other corporate
requirements.  Borrower's obligation to repay advances under the Line
of Credit shall be evidenced by a promissory note dated as of March 20, 2009
("Line of Credit Note"), all terms of which are incorporated herein by this
reference.

    


    (b)             Letter of Credit
Subfeature.  As a subfeature under the Line of Credit, Bank
agrees from time to time during the term thereof to issue or cause an affiliate
to issue standby letters of credit for the account of Borrower (each, a
"Subfeature Letter of Credit" and collectively, "Subfeature Letters of Credit");
provided however, that the aggregate undrawn amount of all outstanding
Subfeature Letters of Credit shall not at any time exceed Fifty Million Dollars
($50,000,000.00).  The form and substance of each Subfeature Letter of
Credit shall be subject to approval by Bank, in its sole
discretion.  Each Subfeature Letter of Credit shall be issued for an
initial term not to exceed three hundred sixty-five (365) days, as designated by
Borrower; provided however, that if Borrower requests that Bank issue a
Subfeature Letter of Credit hereunder with a final expiration subsequent to the
maturity date of the Line of Credit, such Subfeature Letter of Credit shall
provide for automatic renewals of the expiration date thereof (up to the final
expiration date thereof, to be agreed upon by Bank and Borrower) subject to
Bank’s right to prevent any such renewal from occurring by sending notice to
that effect to the beneficiary not less than 60 days prior to the initial (or
any extended) expiration date.  The undrawn amount of all Subfeature
Letters of Credit shall be reserved under the Line of Credit and shall not be
available for borrowings thereunder.  Each Subfeature Letter of Credit
shall be subject to the additional terms and conditions of the Standby Letter of
Credit Agreement previously executed by Borrower and of applications and any
related documents required by Bank in connection with the issuance
thereof.  Each drawing paid under a Subfeature Letter of Credit shall
be deemed an advance under the Line of Credit and shall be repaid by Borrower in
accordance with the terms and conditions of this Agreement applicable to such
advances; provided however, that if advances under the Line of Credit are not
available, for any reason, at the time any drawing is paid, then Borrower shall
immediately pay to Bank the full amount 

     

    
      
        
        

      

      
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    drawn,
together with interest thereon from the date such drawing is paid to the date
such amount is fully repaid by Borrower, at the rate of interest applicable to
advances under the Line of Credit.  In such event Borrower agrees that
Bank, in its sole discretion, may debit any account maintained by Borrower with
Bank for the amount of any such drawing.  In the event that any
Subfeature Letters of Credit remain outstanding on the maturity date of the Line
of Credit (and the Line of Credit has not been renewed or extended), Borrower
shall on demand by Bank deliver to Bank cash or cash equivalents acceptable to
Bank, to be maintained in an account at Bank, in the aggregate amount then
available to be drawn under such outstanding Subfeature Letter of Credit (plus
the amount drawn and not yet reimbursed under Subfeature Letters of Credit) in
which Bank is granted a possessory security interest of first
priority.

    


    (c)             Borrowing and
Repayment.  Borrower may from time to time during the term of
the Line of Credit borrow, partially or wholly repay its outstanding borrowings,
and reborrow, subject to all of the limitations, terms and conditions contained
herein or in the Line of Credit Note; provided however, that the total
outstanding borrowings under the Line of Credit shall not at any time exceed the
maximum principal amount available thereunder, as set forth above.

    


    SECTION
1.2.                                   LETTER
OF CREDIT LINE.

    


    
      	
              (a)

            	
              Letter of Credit
      Line.  Subject to the terms and conditions of this
      Agreement, Bank hereby agrees to establish a letter of credit line
      (“Letter of Credit Line”) under which Bank shall issue or cause an
      affiliate to issue commercial and standby letters of credit for the
      account of Borrower to finance working capital and other corporate
      requirements (each, a "Letter of Credit" and collectively, "Letters of
      Credit") from time to time up to and including March 27, 2014; provided
      however, that the aggregate of all undrawn amounts, and all amounts drawn
      and unreimbursed, under any Letters of Credit issued under the Letter of
      Credit Line shall not at any time exceed the principal amount of One
      Hundred Fifty Million Dollars ($150,000,000.00).  The form and
      substance of each Letter of Credit shall be subject to approval by Bank,
      in its sole discretion.  Each Letter of Credit shall be issued
      for a term not to extend beyond March 27, 2014, as designated by
      Borrower.  Each Letter of Credit shall be subject to the
      additional terms of the Commercial and Standby Letter of Credit
      Agreements, as applicable, to be dated as of the date of their respective
      execution, applications thereunder, and any related documents required by
      Bank in connection with the issuance thereof (each, a "Letter of Credit
      Agreement").

            


    

    


    (b)             Repayment of
Drafts.  Each drawing paid under any Letter of Credit shall be
repaid by Borrower in accordance with the provisions of the applicable Letter of
Credit Agreement.

    


    SECTION
1.3.                                   INTEREST/FEES.

    


    (a)             Interest.                      The
outstanding principal balance of each credit subject hereto shall bear interest,
and the amount of each drawing paid under any Letter of Credit shall bear
interest from the date such drawing is paid to the date such amount is fully
repaid by Borrower, at the rate of interest set forth in each promissory note or
other instrument or document executed in connection therewith.

    


    (b)             Computation and
Payment.  Interest shall be computed on the basis of a 360-day
year, actual days elapsed.  Interest shall be payable at the times and
place set forth in each promissory note or other instrument or document required
hereby.

     

                
(c)             Letter of Credit
Fees.  Borrower shall pay to Bank (i) fees upon the
issuance and each annual renewal, if any, of each Letter of Credit equal to the
Applicable Rate (defined 

     

    
      
        
        

      

      
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    below)
per annum (computed on the basis of a 360-day year, actual days elapsed) of the
face amount thereof, (ii) fees upon the issuance of each Subfeature Letter of
Credit equal to two percent (2.00%) per annum (computed on the basis of a
360-day year, actual days elapsed) of the face amount thereof, and
(iii) fees upon the issuance and each annual renewal, if any, of each
Commercial Letter of Credit, or fees upon the payment or negotiation of each
drawing under any Letter of Credit or Subfeature Letter of Credit and fees upon
the occurrence of any other activity with respect to any Letter of Credit or
Subfeature Letter of Credit (including without limitation, the transfer,
amendment or cancellation of any Letter of Credit or Subfeature Letter of
Credit) determined in accordance with Bank's standard fees and charges then in
effect for such activity.  The standard fees and charges in effect as
of the date hereof are set forth in Schedule 1.3 hereto.  “Applicable
Rate” means (y) with respect to Standby Letters of Credit in an aggregate
undrawn amount (when added to amounts drawn and not yet reimbursed thereunder)
equal to or less than the amount on deposit in the Deposit Account, (1) two
tenths of one percent (0.20%) if such Standby Letters of Credit have a final
expiration date prior to or on July 31, 2012, and (2) thirty-five hundredths of
one percent (0.35%) if such Standby Letters of Credit have a final expiration
date after July 31, 2012, and (z) with respect to all other Standby Letters of
Credit, three quarters of one percent (0.75%).  The term “Deposit
Account” is defined in Section 1.5 below.

    


    SECTION
1.4.                                   COLLECTION
OF PAYMENTS.  Borrower authorizes Bank to collect all interest and
fees due under each credit subject hereto by charging Borrower's deposit account
number 1233809538 with Bank of America for the full amount
thereof.  Should there be insufficient funds in any such deposit
account to pay all such sums when due, the full amount of such deficiency shall
be immediately due and payable by Borrower.

    


    SECTION
1.5.                                   COLLATERAL.

    


    As security for all indebtedness of
Borrower to Bank in connection with Letters of Credit issued (or deemed issued)
under the Letter of Credit Line, Borrower shall grant to Bank security interests
in Borrower’s deposit account *** maintained at Bank (the “Deposit Account”) and
Borrower’s investment account *** maintained at Bank (the “Securities Account”),
in each case including renewals thereof, together with all proceeds
thereof.  Notwithstanding any provision herein to the contrary, in no
event shall Bank be required to issue any Letter of Credit under the Letter of
Credit Line unless and until the sum of the amount maintained in the Deposit
Account plus the Collateral Value of the Securities Account is equal to or
greater than the Exposure Amount (taking into account the Letter of Credit to be
issued).  The terms “Collateral Value of the Securities Account” and
“Exposure Amount” have the meanings ascribed to them in the Amended and Restated
Addendum described in the next paragraph.

    


    All of the foregoing shall be evidenced
by and subject to the terms of, with respect to the Deposit Account, a Security
Agreement (Deposit Account) dated as of July 13, 2007, and with respect to the
Securities Account, a Security Agreement (Securities Account) dated as of March
18, 2008, an Amended and Restated Addendum thereto dated as of May 19, 2008 and
a Securities Account Control Agreement dated March 18, 2008.

    


    In addition to the foregoing
collateral, Borrower shall, on or before April 30, 2009, pledge to Bank 60% of
the stock in SunPower Systems SA (“SPSA”) to secure up to $50,000,000 of the
obligations of Borrower hereunder, and, in connection therewith, shall by said
date, deliver to Bank such documents as Bank may require to evidence such
pledge, to include, without limitation, a legal opinion from Swiss counsel in
form and substance acceptable to Bank.

    


    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.

    Borrower
shall pay to Bank immediately upon demand the full amount of all charges, costs
and expenses (to include fees paid to third parties and all allocated costs of
Bank personnel), expended or incurred by Bank in connection with any of the
foregoing security.

    


    SECTION
1.6.                                   GUARANTIES.  The
payment and performance of all indebtedness and other obligations of Borrower to
Bank under the Line of Credit shall be jointly and severally guaranteed
by  SunPower Corporation, Systems (formerly known as PowerLight
Corporation), a Delaware corporation, and SunPower North America, LLC, a
Delaware limited liability company (successor in interest to SunPower North
America, Inc., a Delaware corporation) in the principal amount of Fifty Million
Dollars ($50,000,000.00) each, as evidenced by and subject to the terms of a
guaranty in form and substance satisfactory to Bank.   Borrower
shall cause each newly-acquired or newly-formed Domestic Material Subsidiary (as
defined in Section 2.12) to execute a joinder to said guaranty within 30 days
after its qualifying as a Domestic Material Subsidiary.  Each
Subsidiary which executes or is required to execute such guaranty or a joinder
thereto shall be referred to as a “Third Party Obligor.

    


    


    


    ARTICLE
II

    REPRESENTATIONS AND
WARRANTIES

    


    Borrower makes the following
representations and warranties to Bank, which representations and warranties
shall survive the execution of this Agreement and shall continue in full force
and effect until the full and final payment, and satisfaction and discharge, of
all obligations of Borrower to Bank subject to this Agreement.

    


    SECTION
2.1.                                   LEGAL
STATUS.  Borrower and each Third Party Obligor is a corporation or
limited liability company, duly organized and existing and in good standing
under the laws of its formation, and is qualified or licensed to do business
(and is in good standing as a foreign corporation, if applicable) in all
jurisdictions in which such qualification or licensing is required or in which
the failure to so qualify or to be so licensed could not reasonably be expected
to have a material adverse effect on Borrower’s consolidated financial condition
or operations or on the prospects of Borrower’s performance of its obligations
under this Agreement and the other Loan Documents (a “Material Adverse
Effect”).

    


    SECTION
2.2.                                   AUTHORIZATION
AND VALIDITY.  This Agreement and each promissory note, contract,
instrument and other document required hereby or at any time hereafter delivered
to Bank in connection herewith (collectively, the "Loan Documents") have been
duly authorized, and upon their execution and delivery in accordance with the
provisions hereof will constitute legal, valid and binding agreements and
obligations of Borrower or the party (other than Bank) which executes the same,
enforceable in accordance with their respective terms.

    


    SECTION
2.3.                                   NO
VIOLATION.  The execution, delivery and performance by Borrower and
each Third Party Obligor of each of the Loan Documents do not violate any
provision of any law or regulation, or contravene any provision of the Articles
of Incorporation or Bylaws, or similar organizational documents, of such entity,
or result in any breach of or default under any contract, obligation, indenture
or other instrument to which such entity is a party or by which such entity may
be bound.

    
      
        
        

      

      
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    SECTION
2.4.                                   LITIGATION.  There
are no pending, or to the best of Borrower's knowledge threatened, actions,
claims, investigations, suits or proceedings by or before any governmental
authority, arbitrator, court or administrative agency which could reasonably be
expected to have a Material Adverse Effect other than those disclosed by
Borrower to Bank in writing prior to the date hereof.

    


    SECTION
2.5.                                   CORRECTNESS
OF FINANCIAL STATEMENT.  The annual financial statement of Borrower
dated December 28, 2008, and all interim financial statements delivered to Bank
since said date, true copies of which have been delivered by Borrower to Bank
prior to the date hereof, (a) are complete and correct and present fairly the
consolidated financial condition of Borrower as of such date, (b) disclose all
consolidated liabilities of Borrower that were, as of such date, required to be
reflected or reserved against under generally accepted accounting principles,
whether liquidated or unliquidated, fixed or contingent, and (c) have been
prepared in accordance with generally accepted accounting principles
consistently applied (“GAAP”).  Since the dates of such financial
statements there has been no material adverse change in the consolidated
financial condition of Borrower, nor has Borrower mortgaged, pledged, granted a
security interest in or otherwise encumbered any of its assets or properties
except Permitted Liens and security interests and liens in favor of
Bank.  “Permitted Liens” means (i) liens for taxes not yet due or that
are being contested in good faith by appropriate proceedings; (ii) carriers’,
warehousemen’s, materialmen’s, repairmen’s or other like liens arising in the
ordinary course of business that are not overdue for a period of more than 90
days or that are being contested in good faith by appropriate proceedings; (iii)
pledges or deposits in connection with workers’ compensation, unemployment
insurance and other social security legislation; (iv) deposits to secure the
performance of bids, trade contracts (other than for borrowed money), leases,
statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of business; (v)
easements, rights-of-way, restrictions and other similar encumbrances incurred
in the ordinary course of business that, in the aggregate are not substantial in
amount and that do not in any case materially detract from the value of the
property subject thereto or materially interfere with the ordinary conduct of
the business of the Borrower or any of its Subsidiaries; (vi) any lien granted
as a replacement or substitute for another Permitted Lien; (vii) liens existing
as of the date of this Agreement and securing indebtedness of Borrower or any
Subsidiary, incurred to finance the acquisition of fixed or capital assets
(including refinancings thereof); (viii) liens created pursuant to the Loan
Documents; (ix) any interest or title of a lessor under any lease entered into
by the Borrower or any other Subsidiary in the ordinary course of its business
and covering only the assets so leased; (x) liens in favor of customers or
suppliers of the Borrower and its Subsidiaries on equipment, supplies and
inventory purchased with the proceeds of advances made by such customers or
suppliers under, and securing obligations in connection with, supply agreements;
(xi) liens in favor of customs and revenue authorities arising as a mater of law
to secure payment of customs duties in connection with the importation of goods;
(xii) licenses of patents, trademarks and other intellectual property rights
granted by the Borrower or any of its Subsidiaries in the ordinary course of
business and not interfering in any respect with the ordinary conduct of the
business of the Borrower or such Subsidiary; (xiii) bankers’ liens, rights of
setoff and other similar liens existing solely with respect to cash and cash
equivalents on deposit in one or more accounts maintained by the Borrower or any
of its Subsidiaries, in each case granted or existing in the ordinary course of
business in favor of the bank or banks with which such accounts are maintained,
securing amounts owing to such bank; (xv) liens that arise by operation of law;
(xvi) liens arising out of judgments or awards not resulting in a default under
this Agreement; (xvii) liens arising out of conditional sale, title retention,
consignment or similar arrangements for the sale of goods entered into by
Borrower in the ordinary course of business; (xviii) existing and future liens
related to or arising from rebates in the ordinary course of 

     

    
      
        
        

      

      
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    business;
and (xix) existing and future liens in favor of the borrower’s bonding company
covering materials, contracts, receivables and other assets which are related
to, or arise out of, contracts which are bonded by that bonding company; and
(xx) other liens so long as the aggregate outstanding principal amount of the
obligations secured thereby does not exceed (as to the Borrower and all Third
Party Obligors on a consolidated basis) five million dollars ($5,000,000.00) at
any one time; provided, however, that in no event shall any Permitted Lien
(except those in favor of Bank) extend to the Deposit Account or the Securities
Account.

    


    SECTION
2.6.                                   INCOME
TAX RETURNS.  Neither Borrower nor any Third Party Obligor has any
knowledge of any pending assessments or adjustments of its income tax payable
with respect to any year which could reasonably be expected to have a Material
Adverse Effect.

    


    SECTION
2.7.                                   NO
SUBORDINATION.  There is no agreement, indenture, contract or
instrument to which Borrower or a Third Party Obligor is a party or by which
Borrower or a Third Party Obligor may be bound that requires the subordination
in right of payment of any of Borrower's or such Third Party Obligor’s
obligations subject to this Agreement to any other obligation of
Borrower.

    


    SECTION
2.8.                                   PERMITS,
FRANCHISES.  Borrower and each Third Party Obligor possesses, and will
hereafter possess, all permits, consents, approvals, franchises and licenses
required and rights to all trademarks, trade names, patents, and fictitious
names, if any, necessary to enable it to conduct the business in which it is now
engaged in compliance with applicable law except to the extent that
non-compliance could not reasonably be expected to have a Material Adverse
Effect.

    


    SECTION
2.9.                                   ERISA.  Borrower
is in compliance in all material respects with all applicable provisions of the
Employee Retirement Income Security Act of 1974, as amended or recodified from
time to time ("ERISA"); Borrower has not violated any provision of any defined
employee pension benefit plan (as defined in ERISA) maintained or contributed to
by Borrower (each, a "Plan"); no Reportable Event as defined in ERISA has
occurred and is continuing with respect to any Plan initiated by Borrower;
Borrower has met its minimum funding requirements under ERISA with respect to
each Plan; and each Plan will be able to fulfill its benefit obligations as they
come due in accordance with the Plan documents and under generally accepted
accounting principles.

    


    SECTION
2.10.                                   OTHER
OBLIGATIONS.  Neither Borrower nor any Third Party Obligor is in
default on any obligation for borrowed money or any material purchase money
obligation, lease, commitment, contract, instrument or obligation that could
reasonably be expected to result in a Material Adverse Effect.

    


    SECTION
2.11.                                   ENVIRONMENTAL
MATTERS.  Except as disclosed by Borrower to Bank in writing prior to
the date hereof, Borrower and each Third Party Obligor is in compliance in all
material respects with all applicable federal or state environmental, hazardous
waste, health and safety statutes, and any rules or regulations adopted pursuant
thereto, which govern or affect any of Borrower's operations and/or properties,
including without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, the Superfund Amendments and
Reauthorization Act of 1986, the Federal Resource Conservation and Recovery Act
of 1976, and the Federal Toxic Substances Control Act, as any of the same may be
amended, modified or supplemented from time to time.  None of the
operations of Borrower or any or a Third Party Obligor is the subject of any
federal or state investigation evaluating whether any remedial action involving
a material expenditure is needed to respond to 

     

    
      
        
        

      

      
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    a release
of any toxic or hazardous waste or substance into the
environment.  Neither Borrower nor any Third Party Obligor has any
material contingent liability in connection with any release of any toxic or
hazardous waste or substance into the environment.

    


    SECTION
2.12.                                   SUBSIDIARIES.  As
of the date hereof, the entities named in Schedule 2.12(a) hereto are
the only entities in which Borrower, directly or indirectly, owns a controlling
or majority interest, with Borrower’s direct or indirect percentage ownership
interest and the state or country of formation set forth in said
Schedule.  Each entity (whether now existing or hereafter formed or
acquired) in which Borrower, directly or indirectly, owns a controlling or
majority interest, is referred to as a “Subsidiary.”  The term
“Material Subsidiary” means any Subsidiary whose assets have a book value which
exceed 10% of the book value of Borrower’s consolidated assets (based on the
then most recent fiscal year end financial statement then delivered or deemed
delivered to Bank hereunder).  The term “Domestic” as applied to a
Subsidiary means that such Subsidiary is incorporated or organized under the
laws of the United States or of any State thereof.  In no event shall
any Special Purpose Entity be considered a Material Subsidiary for any purpose
under this Agreement.  For purposes of this Section 2.12, “Special
Purpose Entity” shall mean an entity formed in connection with a specific
transaction with a customer, investor, lender and/or financing party of Borrower
or any Subsidiary wherein such entity is used solely in connection with such
transaction.  Schedule 2.12(b) lists the
Special Purpose Entities existing as of the date hereof.  Borrower
shall notify Bank of the formation, acquisition, dissolution or disposition of
any Subsidiary, including Special Purpose Entities, within 30 days of such
formation, acquisition, dissolution or disposition.

    


    SECTION 2.13.  OTHER
AGREEMENTS.  Neither Borrower nor any Third Party Obligor is a party
to (or will enter into) any master foreign exchange agreement which covers
forward foreign exchange transactions, currency swap transactions,
cross-currency rate swap transactions, currency options, or any other similar
transactions or any combination of any of the foregoing (however titled) with
any party (other than Bank) which includes covenants, defaults or other material
provisions which are more restrictive to Borrower or such Third Party Obligor
than those contained herein.

    


    


    ARTICLE
III

    CONDITIONS

    


    SECTION
3.1.                                   CONDITIONS
OF INITIAL EXTENSION OF CREDIT.  The obligation of Bank to extend any
credit contemplated by this Agreement is subject to the fulfillment to Bank's
satisfaction of all of the following conditions:

    


    (a)             Approval of Bank
Counsel.  All legal matters incidental to the extension of
credit by Bank shall be satisfactory to Bank's counsel.

    


    (b)             Documentation.  Bank
shall have received, in form and substance satisfactory to Bank, each of the
following, duly executed:

    


    
      	
               
      

            	
              (i)

            	 	
              This
      Agreement and each promissory note or other instrument or document
      required hereby.

            


    

    
      	
               
      

            	
              (ii)

            	 	
              LLC
      Certificate: Continuing Guaranty, in the form previously agreed by Bank
      and Borrower.

            


    

    
      	
               
      

            	
              (iii)

            	 	
              Continuing
      Guaranty from SunPower North America,
LLC.

            


    

    


    
      
        
        

      

      
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              (iv)

            	 	
              Such
      other documents as Bank may reasonably require under any other Section of
      this Agreement.

            


    

    


    (c)             Financial
Condition.  There shall have been no material adverse change,
as determined by Bank, in the financial condition or business of Borrower or any
guarantor hereunder, nor any material decline, as
reasonably  determined by Bank, in the market value of any collateral
required hereunder or a substantial or material portion of the assets of
Borrower or any such guarantor.

    


    SECTION
3.2.                                   CONDITIONS
OF EACH EXTENSION OF CREDIT.  The obligation of Bank to make each
extension of credit requested by Borrower hereunder shall be subject to the
fulfillment to Bank's satisfaction of each of the following
conditions:

    


    (a)             Compliance.  The
representations and warranties contained herein and in each of the other Loan
Documents shall be true on and as of the date of the signing of this Agreement
and on the date of each extension of credit by Bank pursuant hereto, with the
same effect as though such representations and warranties had been made on and
as of each such date, and on each such date, no Event of Default as defined
herein, and no condition, event or act which with the giving of notice or the
passage of time or both would constitute such an Event of Default, shall have
occurred and be continuing or shall exist.

    


    (b)             Documentation.  Bank
shall have received all additional documents which may be reasonably required in
connection with such extension of credit.

    


    


    ARTICLE
IV

    AFFIRMATIVE
COVENANTS

    


    Borrower covenants that so long as
Bank remains committed to extend credit to Borrower pursuant hereto, or any
liabilities (whether direct or contingent, liquidated or unliquidated) of
Borrower to Bank under any of the Loan Documents remain outstanding, and until
payment in full of all obligations of Borrower subject hereto, Borrower shall,
and (with respect to Sections 4.2, 4.4, 4.5, 4.6 and 4.7) shall cause each Third
Party Obligor to, unless Bank otherwise consents in writing:

    


    SECTION
4.1.                                   PUNCTUAL
PAYMENTS.  Punctually pay all principal, interest, fees or other
liabilities due under any of the Loan Documents at the times and place and in
the manner specified therein.

    


    SECTION
4.2.                                   ACCOUNTING
RECORDS.  Maintain adequate books and records in accordance with
generally accepted accounting principles consistently applied, and permit any
representative of Bank, after reasonable notice (except during the existence of
an Event of Default) and during regular business hours, to inspect, audit and
examine such books and records, to make copies of the same, and to inspect the
properties of Borrower or such Third Party Obligor.  Bank’s use of
confidential information of Borrower shall be governed by that certain
Confidentiality Agreement (the “Confidentiality Agreement”), dated June 19,
2007, by and between Bank and Borrower.

    


    SECTION
4.3.                                   FINANCIAL
STATEMENTS.  Provide to Bank all of the following, in form and detail
satisfactory to Bank:

    


    
      
        
        

      

      
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    (a)             not
later than 120 days after and as of the end of each fiscal year, Borrower’s
consolidated audited annual financial statements, prepared by a certified public
accountant acceptable to Bank, to include balance sheet, income statement,
statement of cash flow and footnotes, which may be in the form of Borrower’s
annual report on Form 10K filed with the Securities Exchange Commission (“SEC”);
such report shall be deemed delivered to Bank upon filing with the
SEC;

    


    (b)             not
later than 45 days after and as of the end of each fiscal quarter, Borrower’s
consolidated quarterly financial statements, prepared by Borrower, to include
balance sheet, income statement and statement of cash flow, which may be in the
form of Borrower’s quarterly report on Form 10Q filed with the SEC; such report
shall be deemed delivered to Bank upon filing with the SEC.

    


    (c)             not
later than 20 days after and as of the end of each month, bank and/or brokerage
statements reflecting compliance with the Liquidity covenant set forth in
Section 4.9 (a) below;

    


    (d)             contemporaneously
with each annual and fiscal quarter end financial statement of Borrower required
hereby, a certificate of the chief executive officer or chief financial officer
of Borrower that said financial statements are accurate and that there exists no
Event of Default nor any condition, act or event which with the giving of notice
or the passage of time or both would constitute an Event of Default, and with
supporting calculations showing compliance with financial covenants;
and

    


    (e)             from
time to time such other information as Bank may reasonably request.

    


    SECTION
4.4.                                   COMPLIANCE.  Preserve
and maintain all licenses, permits, governmental approvals, rights, privileges
and franchises necessary for the conduct of its business; comply with the
provisions of all documents pursuant to which Borrower or such Third Party
Obligor is organized and/or which govern Borrower's or such Third Party Obligor
continued existence and with the requirements of all laws, rules, regulations
and orders of any governmental authority applicable to Borrower, such Third
Party Obligor  and/or its business, except to the extent that
non-compliance could not reasonably be expected to have a Material Adverse
Effect

    


    SECTION
4.5.                                   INSURANCE.  Maintain
and keep in force, for each business in which Borrower or such Third Party
Obligor is engaged, insurance of the types and in amounts customarily carried in
similar lines of business, including but not limited to fire, extended coverage,
public liability, flood, property damage and workers' compensation, and deliver
to Bank from time to time at Bank's request schedules setting forth all
insurance then in effect.

    


    SECTION
4.6.                                   FACILITIES.  Keep
all properties useful or necessary to Borrower's or such Third Party Obligor’s
business in good repair and condition, and from time to time make necessary
repairs, renewals and replacements thereto so that such properties shall be
fully and efficiently preserved and maintained, except to the extent that
non-compliance could not reasonably be expected to have a Material Adverse
Effect.

    


    SECTION
4.7.                                   TAXES
AND OTHER LIABILITIES.  Pay and discharge when due any and all
indebtedness, obligations, assessments and taxes, both real or personal,
including without limitation federal and state income taxes and state and local
property taxes and assessments, except (a) such as Borrower or such Third Party
Obligor may in good faith contest or as to which a bona fide dispute may arise,
and (b) for which Borrower has made provision, to 

     

    
      
        
        

      

      
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    Bank's
satisfaction, for eventual payment thereof in the event Borrower or such Third
Party Obligor is obligated to make such payment.

    


    SECTION
4.8.                                   LITIGATION.  Promptly
give notice in writing to Bank of any litigation pending or threatened against
Borrower or any Subsidiary which is required to be disclosed to the SEC or which
could reasonably be expected to have a Material Adverse Effect.

    


    SECTION
4.9.                                   FINANCIAL
CONDITION.  Maintain Borrower's consolidated financial condition as
follows, using generally accepted accounting principles consistently applied and
used consistently with prior practices (except to the extent modified by the
definitions herein), with compliance determined commencing with Borrower's
financial statements for the period ending March 29, 2009:

    


    (a)             Minimum
Liquidity (defined as unencumbered and unrestricted cash, cash equivalents, and
marketable securities acceptable to Bank, which, if cash, is U.S. Dollar
denominated, or if held in an account not maintained in the United States, is
denominated in any currency for which a U.S. Dollar equivalent is routinely
calculated by Bank, and, if other than cash, consist of financial instruments or
securities, acceptable to Bank (collectively, “Eligible Assets”) equal to or
greater than (i) two (2.00) times the Exposure (defined below) under the Line of
Credit, with a minimum amount of such liquidity equal to 100% of the Exposure to
be held in accounts maintained in the United States, in all instances determined
as of the end of each of Borrower’s fiscal months.  For purposes of
calculating U.S. Dollar equivalent value of Eligible Assets not denominated in
U.S. Dollars, Bank will convert the value of such assets as of the applicable
statement date based on Bank’s foreign exchange closing rates for such
date.    In no event shall "Eligible Assets" include any
auction rate securities or auction rate certificates.  The term
“Exposure” as used herein means the outstanding principal balance of advances
under the Line of Credit plus the aggregate amount available to be drawn under
outstanding Subfeature Letters of Credit plus the amount drawn and not yet
reimbursed under Subfeature Letters of Credit.

    


    
      	
              (b)

            	
              Total
      Liabilities divided by Tangible Net Worth not greater than 2.00 to 1.0,
      determined as of the end of each fiscal quarter, with "Total Liabilities"
      defined as the aggregate of current liabilities and non-current
      liabilities less subordinated debt, and with "Tangible Net Worth" defined
      as the aggregate of total stockholders' equity plus subordinated debt less
      any intangible assets and less any loans or advances to, or investments
      in, any related entities or individuals, in each case on a GAAP
      basis.  Without limitation of the foregoing, Total Liabilities
      shall include the amount available to be drawn under all outstanding
      letters of credit (including Letters of Credit and Subfeature Letters of
      Credit) issued for the account of Borrower and/or any
      Subsidiary.

            


    

    


    (c)             Net
Income not less than $25,000,000.00 in each period of four consecutive fiscal
quarters, determined as of each fiscal quarter end on a rolling four-quarter
basis, and with “Net Income” defined as net income on a GAAP
basis.  Borrower shall not have a single quarterly net loss of more
than $30,000,000.00 or net losses in any period of two consecutive quarters in
aggregate of more than $30,000,000.00, in each case calculated on a GAAP
basis.

    


    SECTION
4.10.                                   NOTICE
TO BANK.  Promptly (but in no event more than ten (10) business days
after an officer of Borrower first has knowledge of the occurrence of each such
event or matter) give written notice to Bank in reasonable detail
of:  (a) the occurrence of any Event of Default, or any condition,
event or act which with the giving of notice or the passage of time or both
would constitute an Event of Default; (b) any change in the name or the


     

    
      
        
        

      

      
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    organizational
structure of Borrower or any Third Party Obligor; (c) the occurrence and nature
of any Reportable Event or Prohibited Transaction, each as defined in ERISA, or
any funding deficiency with respect to any Plan; (d) any termination or
cancellation of any insurance policy which Borrower or any Third Party Obligor
is required to maintain, or any uninsured or partially uninsured loss through
liability or property damage, or through fire, theft or any other cause
affecting Borrower's property which could reasonably be expected to have a
Material Adverse Effect, or (e) any request for Borrower to perform under the
terms of any guaranty permitted under Section 5.4(i).

    


    SECTION
4.11.                                   DOMESTIC
SUBSIDIARY ASSET LIMIT.  Ensure that the book value of the assets of
Domestic Subsidiaries which are not Third Party Obligors represent no more than
25% of the book value of Borrower’s consolidated assets (based on the then most
recent fiscal year end financial statement then delivered or deemed delivered to
Bank hereunder).

    


    SECTION 4.12.  OFFSHORE
DEMAND DEPOSIT ACCOUNT.  Cause SPSA to open an offshore demand deposit
account with Bank no later than June 30, 2009 and to maintain such account with
Bank thereafter.

    


    


    ARTICLE
V

    NEGATIVE
COVENANTS

    


    Borrower further covenants that so
long as Bank remains committed to extend credit to Borrower pursuant hereto, or
any liabilities (whether direct or contingent, liquidated or unliquidated) of
Borrower to Bank under any of the Loan Documents remain outstanding, and until
payment in full of all obligations of Borrower subject hereto, Borrower will not
(and, as applicable, will not cause or permit any Third Party Obligor, and as to
Section 5.10, SunPower Philippines Manufacturing, Ltd. to) without Bank's prior
written consent:

    


    SECTION
5.1.                                   USE
OF FUNDS.  Use any of the proceeds of any credit extended hereunder
except for the purposes stated in Article I hereof.

    


    SECTION
5.2.                                   CAPITAL
EXPENDITURES.  Make any additional investment in fixed assets in
fiscal year ending 2009 in excess of an aggregate of Five Hundred Million
Dollars ($500,000,000.00), on a consolidated basis.

    


    SECTION
5.3.                                   OTHER
INDEBTEDNESS.  Create, incur, assume or permit to exist any
indebtedness or liabilities resulting from borrowings, loans or advances,
whether secured or unsecured, matured or unmatured, liquidated or unliquidated,
joint or several, except (a) the liabilities of Borrower or such Third Party
Obligor to Bank, and (b) Permitted Indebtedness.  “Permitted
Indebtedness” shall mean (i) indebtedness of Borrower or a Third Party Obligor
to Borrower or any Subsidiary in the ordinary course of business,
(ii)  indebtedness in favor of Solon AG and its affiliates under the
Amended and Restated Supply Agreement, dated as of April 14, 2005, as amended,
between Borrower and Solon AG fur Solartechnik; (iii) indebtedness in favor of
customers and suppliers of the Borrower and Third Party Obligors in connection
with supply and purchase agreements in an aggregate principal amount not to
exceed Two Hundred Million Dollars ($200,000,000.00) at any one time and any
refinancings, refundings, renewals or extensions thereof (without shortening the
maturity thereof or increasing the principal amount thereof); (iv) 1.25% senior
convertible debentures issued in February 2007 in the aggregate principal amount
of Two Hundred Million Dollars ($200,000,000.00) plus accrued interest thereon;
(v) obligations owed to bonding companies in connection with 

     

    
      
        
        

      

      
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    obligations
under bonding contracts (however titled) entered into in the ordinary course of
business, pursuant to which such bonding companies issue bonds or otherwise
secure performance of Borrower and Subsidiaries for the benefit of their
customers and contract counterparties; (vi) 0.75% senior convertible debentures
issued in August 2007 in the aggregate principal amount of Two Hundred
Twenty-Five Million Dollars ($225,000,000.00) plus accrued interest thereon;
(vii) unsecured indebtedness to International Finance Corporation in a principal
amount not to exceed $75,000,000.00 and to Union Bank of California in a
principal amount not to exceed $30,000,000.00, provided that prior to Borrower
or any Third Party Obligor entering into any definitive or binding agreement
with respect to any such indebtedness, Bank shall have reviewed and approved in
writing all material terms and conditions of such indebtedness, and (viii)
additional indebtedness of Borrower and Third Party Obligors in an aggregate
principal amount not to exceed Twenty Five Million Dollars ($25,000,000.00)
outstanding at any one time.  For clarity, Bank and Borrower agree
that Borrower’s or any Subsidiary’s trade payables incurred in the ordinary
course of business do not constitute indebtedness prohibited or restricted by
the terms of this Section 5.3.

    


    SECTION
5.4.                                   GUARANTIES.  Guarantee
or become liable in any way as surety, endorser (other than as endorser of
negotiable instruments for deposit or collection in the ordinary course of
business), accommodation endorser or otherwise for any liabilities or
obligations of any person or entity, other than (i) in the ordinary course of
business (x) Borrower may guarantee the obligations of any Third Party Obligor
or any other Subsidiary, and (y) any Third Party Obligor may guarantee (A) the
obligations of Borrower or (B) the obligations of other Third Party Obligors or
any other Subsidiary, in each case for any obligation other than obligations for
borrowed money, (ii) any guaranty in favor of Bank, (iii) guaranties in favor of
bonding companies in connection with obligations under bonding contracts entered
into in the ordinary course of business, pursuant to which such bonding
companies issues bonds or otherwise secures performance of Borrower and
Subsidiaries for the benefit of their customers and contract counterparties,
(iv) guarantees of indebtedness to International Finance Corporation, subject to
the terms of clause 5.3(vii), and (v) guaranties and liabilities that constitute
Permitted Indebtedness.

    


    SECTION
5.5.                                   LOANS,
ADVANCES, INVESTMENTS.  Make any loans or advances to or investments
in any person or entity, except (a) any of the foregoing existing as of, and
disclosed to Bank prior to, the date hereof, (b) additional loans or advances by
Borrower or such Third Party Obligor to employees and officers in the ordinary
course of business and in amounts not to exceed an aggregate of Fifteen Million
Dollars ($15,000,000.00) outstanding at any time, (c) investments which are made
in accordance with Borrower’s Investment Policy as from time to time adopted by
its Board of Directors, (d) investments which constitute Specified Transactions,
as defined in Section 5.8, below, (e) any of the foregoing that constitute
Permitted Indebtedness, (f) advances to, or investments in, a Subsidiary or in
Woongjin Energy by Borrower or any Third Party Obligor in the ordinary course of
business; and (g) prepayment of obligations to vendors and suppliers in the
ordinary course in an amount not to exceed Three Hundred Million Dollars
($300,000,000.00).

    


    SECTION
5.6.                                   DIVIDENDS,
DISTRIBUTIONS.  Declare or pay any dividend or distribution either in
cash, stock or any other property on Borrower's stock now or hereafter
outstanding, nor redeem, retire, repurchase or otherwise acquire any shares of
any class of Borrower's stock now or hereafter outstanding (other than
repurchases or the like from employees, consultants, officers, and directors in
connection with Borrower’s stock plan); nor agree (or cause or permit any
Subsidiary to agree) with any third party to prohibit, condition or


     

    
      
        
        

      

      
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    restrict
the payment of dividends and distributions by such Subsidiary to Borrower or to
another Subsidiary.

    


    SECTION
5.7.                                   PLEDGE
OF ASSETS.  Mortgage, pledge, grant or permit to exist a security
interest in, or lien upon, all or any portion of Borrower's or such Third Party
Obligor’s assets (including all intellectual property) now owned or hereafter
acquired, nor agree (or cause or permit any Third Party Obligor to agree) with
any third party to prohibit, condition or restrict the granting of security
interests or liens in the assets of Borrower or such Third Party Obligor, except
(a) Permitted Liens, and (b) any of the foregoing in favor of Bank or which is
existing as of, and disclosed to Bank in writing prior to, the date
hereof.

    


    SECTION
5.8.                                   SPECIFIED
TRANSACTIONS.  Enter into any Specified Transaction with respect to
which the Total Non-Stock Consideration paid or payable by Borrower and/or any
Subsidiary exceeds Two Hundred Million Dollars ($200,000,000.00) in the
aggregate per fiscal year; provided, however, that Borrower and any Third Party
Obligor may enter into a Specified Transaction regardless of the value of Total
Non-Stock Consideration so long as such Specified Transaction involves no
unaffiliated third parties and involves only (i) the Borrower and one or more
Subsidiaries or (ii) two or more Subsidiaries.  “Specified
Transaction” means any of the following, provided that the applicable
transaction has been approved by the Board of Directors of the entity (i) whose
assets or equity interests are being acquired, or (ii) which is merging with
Borrower or a Third Party Obligor:

    


    (a)           the
acquisition by Borrower or a Third Party Obligor of all or substantially all of
the assets of another entity or division of such entity;

    


    
      	
              (b)

            	
              the
      merger or consolidation of any Third Party Obligor with or into any other
      entity, provided that the surviving entity shall be a Third Party
      Obligor;

            


    

    


    (c)           the
acquisition by Borrower or any Third Party Obligor of a controlling or majority
interest in any other entity; and

    


    
      	
               
      

            	
              (d)

            	
              investments
      in other entities, including joint
ventures.

            


    

    


    “Total
Non-Stock Consideration” means all consideration whatsoever (other than stock in
Borrower or a Subsidiary) and shall include, without limitation, cash, other
property, assumed indebtedness, amounts payable, whether evidenced by notes or
otherwise and “earn-out” payments.

    


    SECTION
5.9.                                   CHANGE
OF CONTROL.  In no event shall Borrower (i) merge into or consolidate
with any other entity; (ii) make any substantial change in the nature of
Borrower's business as conducted as of the date hereof; (iii) cause or permit
any Third Party Obligor to engage in any material business substantially
unrelated to Borrower’s business; or (iv) sell, lease, transfer or otherwise
dispose of all or a material portion of Borrower's consolidated assets, or cause
or permit any Material Subsidiary to do so, except transfers by and among
Borrower and Subsidiaries in the ordinary course of business, and with “a
material portion” defined for the purpose of this covenant as 25% or more of the
book value of such consolidated assets (based on the then most recent fiscal
year end financial statements then delivered or deemed delivered to Bank
hereunder) in any fiscal year.

    


    
      
        
        

      

      
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    SECTION
5.10.                                   CASH
LIMITS.  Cause or permit SunPower Philippines Manufacturing, Ltd.’s
cash, cash equivalents and marketable securities at any time to exceed, in any
fiscal month, an aggregate average daily amount of Twenty-five Million Dollars
($25,000,000.00).  Cause or permit SPSA’s cash, cash equivalents and
marketable securities at any time to exceed, in any fiscal month, an aggregate
average daily amount of Fifty Million Dollars ($50,000,000.00).

    


    


    ARTICLE
VI

    EVENTS OF
DEFAULT

    


    SECTION
6.1.                                   The
occurrence of any of the following shall constitute an "Event of Default" under
this Agreement:

    


    (a)             Borrower
shall fail to pay when due any principal, interest, fees or other amounts
payable under any of the Loan Documents.

    


    (b)             Any
financial statement or certificate furnished to Bank in connection with, or any
representation or warranty made by Borrower or any other party under this
Agreement or any other Loan Document shall prove to be incorrect, false or
misleading in any material respect when furnished or made.

    


    (c)             Any
default in the performance of or compliance with any obligation, agreement or
other provision contained herein or in any other Loan Document (other than those
referred to in subsections (a) and (b) above), and with respect to any such
default which by its nature can be cured, such default shall continue for a
period of thirty (30) days from the date an officer of Borrower first learned
(or had reasonable due diligence been exercised, should have learned) of its
occurrence.

    


    (d)             Any
default in the payment or performance of any obligation, or any defined event of
default, under the terms of any contract or instrument (other than any of the
Loan Documents) pursuant to which Borrower or any Third Party Obligor has
incurred any debt or other liability to any person or entity, including Bank,
and, if the debt or other liability is owed to a party other than Bank, such
default accelerates or causes or permits to become immediately due and payable
an amount in excess of ten million dollars ($10,000,000.00).

    


    (e)             The
filing of a notice of judgment lien(s) in excess of an aggregate of ten million
dollars ($10,000,000.00) against Borrower or any Third Party Obligor; or the
recording of any abstract(s) of judgment in excess of an aggregate of ten
million dollars ($10,000,000.00) against Borrower or any Third Party Obligor in
any county in which Borrower or such Third Party Obligor has an interest in real
property; or the service of a notice of levy and/or of a writ of attachment or
execution, or other like process, in excess of an aggregate of ten million
dollars ($10,000,000.00) against the assets of Borrower or any Third Party
Obligor; or the entry of a judgment(s) in excess of an aggregate of ten million
dollars ($10,000,000.00) against Borrower or any Third Party
Obligor.

    


    (f)             Borrower,
any Material Subsidiary or any Third Party Obligor shall become insolvent, or
shall suffer or consent to or apply for the appointment of a receiver, trustee,
custodian or liquidator of itself or any of its property, or shall generally
fail to pay its debts as they become due, or shall make a general assignment for
the benefit of creditors; Borrower, any Material Subsidiary or any Third Party
Obligor shall file a voluntary petition in bankruptcy, or 

     

    
      
        
        

      

      
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    seeking
reorganization, in order to effect a plan or other arrangement with creditors or
any other relief under the Bankruptcy Reform Act, Title 11 of the United States
Code, as amended or recodified from time to time ("Bankruptcy Code"), or under
any state or federal law granting relief to debtors, whether now or hereafter in
effect; or any involuntary petition or proceeding pursuant to the Bankruptcy
Code or any other applicable state or federal law relating to bankruptcy,
reorganization or other relief for debtors is filed or commenced against
Borrower, any Material Subsidiary or any Third Party Obligor, or Borrower, any
Material Subsidiary or any Third Party Obligor shall file an answer admitting
the jurisdiction of the court and the material allegations of any involuntary
petition; or Borrower, any Material Subsidiary or any Third Party Obligor shall
be adjudicated a bankrupt, or an order for relief shall be entered against
Borrower, any Material Subsidiary or any Third Party Obligor by any court of
competent jurisdiction under the Bankruptcy Code or any other applicable state
or federal law relating to bankruptcy, reorganization or other relief for
debtors.

    


    (g)             Borrower
is called upon to satisfy any guaranty obligation or simultaneous guaranty
obligations permitted under Section 5.4(i) with an aggregate liability in excess
of $10,000,000.00, where Borrower's performance of such obligations, as
substantiated by the beneficiary thereof, is not contingent on any additional
condition, including the passage of time.

    


    (h)             The
dissolution or liquidation of Borrower or, except as otherwise permitted under
this Agreement, any Third Party Obligor; or Borrower or, except as otherwise
permitted under this Agreement, any such Third Party Obligor, or any of its
directors, stockholders or members, shall take action seeking to effect the
dissolution or liquidation of Borrower or such Third Party
Obligor.  The dissolution of a Third Party Obligor shall not
constitute an Event of Default if the assets and liabilities of such Third Party
Obligor are transferred to Borrower or to another Third Party Obligor by reason
of such dissolution.

    


    (i)             Any
single entity or group of affiliated entities shall acquire all or substantially
all of the common stock of Borrower.

    


    SECTION
6.2.                                   REMEDIES.  Upon
the occurrence of any Event of Default:  (a) all indebtedness of
Borrower under each of the Loan Documents, any term thereof to the contrary
notwithstanding, shall at Bank's option and without notice become immediately
due and payable without presentment, demand, protest or notice of dishonor, all
of which are hereby expressly waived by Borrower; (b) the obligation, if
any, of Bank to extend any further credit under any of the Loan Documents shall
immediately cease and terminate; and (c) Bank shall have all rights, powers
and remedies available under each of the Loan Documents, or accorded by law,
including without limitation the right to resort to any or all security for any
credit subject hereto and to exercise any or all of the rights of a beneficiary
or secured party pursuant to applicable law.  All rights, powers and
remedies of Bank may be exercised at any time by Bank and from time to time
after the occurrence of an Event of Default, are cumulative and not exclusive,
and shall be in addition to any other rights, powers or remedies provided by law
or equity.

    


    


    ARTICLE
VII

    MISCELLANEOUS

    


    SECTION
7.1.                                   NO
WAIVER.  No delay, failure or discontinuance of Bank in exercising any
right, power or remedy under any of the Loan Documents shall affect or operate
as a waiver of such right, power or remedy; nor shall any single or partial
exercise of any such right, power or remedy preclude, waive or otherwise affect
any other or further exercise thereof or the 

     

    
      
        
        

      

      
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    exercise
of any other right, power or remedy.  Any waiver, permit, consent or
approval of any kind by Bank of any breach of or default under any of the Loan
Documents must be in writing and shall be effective only to the extent set forth
in such writing.

    


    SECTION
7.2.                                   NOTICES.  All
notices, requests and demands which any party is required or may desire to give
to any other party under any provision of this Agreement must be in writing
delivered to each party at the following address:

    


    BORROWER:                                      SUNPOWER
CORPORATION

    ATTN:  General
Counsel

    3939 N. First Street

    San Jose, CA 95134

    Fax:  (408)
240-5400

    


    
      	
              BANK:

            	
              WELLS
      FARGO BANK, NATIONAL ASSOCIATION

            


    

    Peninsula RCBO

    400 Hamilton Avenue

    Palo Alto, CA 94301

    


    or to
such other address as any party may designate by written notice to all other
parties.  Each such notice, request and demand shall be deemed given
or made as follows:  (a) if sent by hand delivery, upon delivery;
(b) if sent by mail, upon the earlier of the date of receipt or three (3)
days after deposit in the U.S. mail, first class and postage prepaid; and
(c) if sent by telecopy, upon receipt.

    


    SECTION
7.3.                                   COSTS,
EXPENSES AND ATTORNEYS' FEES.  Borrower shall pay to Bank immediately
upon demand the full amount of all payments, advances, charges, costs and
expenses, including reasonable attorneys' fees (to include outside counsel fees
and all allocated costs of Bank's in-house counsel), expended or incurred by
Bank in connection with (a) the negotiation and preparation of this
Agreement and the other Loan Documents, Bank's continued administration hereof
and thereof, and the preparation of any amendments and waivers hereto and
thereto, (b) the enforcement of Bank's rights and/or the collection of any
amounts which become due to Bank under any of the Loan Documents, and
(c) the prosecution or defense of any action in any way related to any of
the Loan Documents, including without limitation, any action for declaratory
relief, whether incurred at the trial or appellate level, in an arbitration
proceeding or otherwise, and including any of the foregoing incurred in
connection with any bankruptcy proceeding (including without limitation, any
adversary proceeding, contested matter or motion brought by Bank or any other
person) relating to Borrower or any other person or entity.

    


    SECTION
7.4.                                   SUCCESSORS,
ASSIGNMENT.  This Agreement shall be binding upon and inure to the
benefit of the heirs, executors, administrators, legal representatives,
successors and assigns of the parties; provided however, that Borrower may not
assign or transfer its interests or rights hereunder without Bank's prior
written consent.  Bank reserves the right to sell, assign, transfer,
negotiate or grant participations in all or any part of, or any interest in,
Bank's rights and benefits under each of the Loan Documents.  In
connection therewith, Bank may disclose all documents and information which Bank
now has or may hereafter acquire relating to any credit subject hereto, Borrower
or its business, any guarantor hereunder or the business of such guarantor, or
any collateral required hereunder; provided, that any such prospective assignee
or participant agree to be bound by the terms of the Confidentiality
Agreement.

    


    
      
        
        

      

      
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    SECTION
7.5.                                   ENTIRE
AGREEMENT; AMENDMENT.  This Agreement and the other Loan Documents
constitute the entire agreement between Borrower and Bank with respect to each
credit subject hereto and supersede all prior negotiations, communications,
discussions and correspondence concerning the subject matter
hereof.  Notwithstanding the foregoing, in the event of any conflict
or inconsistency between the terms of this Agreement and any existing letter of
credit agreement executed in connection with this Agreement, the terms of this
Agreement shall prevail.  This Agreement may be amended or modified
only in writing signed by each party hereto.

    


    SECTION
7.6.                                   NO
THIRD PARTY BENEFICIARIES.  This Agreement is made and entered into
for the sole protection and benefit of the parties hereto and their respective
permitted successors and assigns, and no other person or entity shall be a third
party beneficiary of, or have any direct or indirect cause of action­ or
claim in connection with, this Agreement or any other of the Loan Documents to
which it is not a party.

    


    SECTION
7.7.                                   TIME.  Time
is of the essence of each and every provision of this Agreement and each other
of the Loan Documents.

    


    SECTION
7.8.                                   SEVERABILITY
OF PROVISIONS.  If any provision of this Agreement shall be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity without invalidating the remainder
of such provision or any remaining provisions of this Agreement.

    


    SECTION
7.9.                                   COUNTERPARTS.  This
Agreement may be executed in any number of counterparts, each of which when
executed and delivered shall be deemed to be an original, and all of which when
taken together shall constitute one and the same Agreement.

    


    SECTION
7.10.                                   GOVERNING
LAW.  This Agreement shall be governed by and construed in accordance
with the laws of the State of California.

    


    SECTION
7.11.                                   ARBITRATION.

    


    (a)           Arbitration.  The
parties hereto agree, upon demand by any party, to submit to binding arbitration
all claims, disputes and controversies between or among them (and their
respective employees, officers, directors, attorneys, and other agents), whether
in tort, contract or otherwise in any way arising out of or relating to (i) any
credit subject hereto, or any of the Loan Documents, and their negotiation,
execution, collateralization, administration, repayment, modification,
extension, substitution, formation, inducement, enforcement, default or
termination; or (ii) requests for additional credit.

    


    (b)           Governing
Rules.  Any arbitration proceeding will (i) proceed in a
location in California selected by the American Arbitration Association (“AAA”);
(ii) be governed by the Federal Arbitration Act (Title 9 of the United States
Code), notwithstanding any conflicting choice of law provision in any of the
documents between the parties; and (iii) be conducted by the AAA, or such other
administrator as the parties shall mutually agree upon, in accordance with the
AAA’s commercial dispute resolution procedures, unless the claim or counterclaim
is at least one million dollars ($1,000,000.00) exclusive of claimed interest,
arbitration fees and costs in which case the arbitration shall be conducted in
accordance with the AAA’s optional procedures for large, complex commercial
disputes (the commercial dispute resolution procedures or the optional
procedures for large, complex commercial disputes to be referred to


     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    herein,
as applicable, as the “Rules”).  If there is any inconsistency between
the terms hereof and the Rules, the terms and procedures set forth herein shall
control.  Any party who fails or refuses to submit to arbitration
following a demand by any other party shall bear all costs and expenses incurred
by such other party in compelling arbitration of any dispute.  Nothing
contained herein shall be deemed to be a waiver by any party that is a bank of
the protections afforded to it under 12 U.S.C. §91 or any similar applicable
state law.

    


    (c)           No Waiver of Provisional
Remedies, Self-Help and Foreclosure.  The arbitration
requirement does not limit the right of any party to (i) foreclose against real
or personal property collateral; (ii) exercise self-help remedies relating to
collateral or proceeds of collateral such as setoff or repossession; or (iii)
obtain provisional or ancillary remedies such as replevin, injunctive relief,
attachment or the appointment of a receiver, before during or after the pendency
of any arbitration proceeding.  This exclusion does not constitute a
waiver of the right or obligation of any party to submit any dispute to
arbitration or reference hereunder, including those arising from the exercise of
the actions detailed in sections (i), (ii) and (iii) of this
paragraph.

    


    (d)           Arbitrator Qualifications
and Powers.  Any arbitration proceeding in which the amount in
controversy is five million dollars ($5,000,000.00) or less will be decided by a
single arbitrator selected according to the Rules, and who shall not render an
award of greater than five million dollars ($5,000,000.00).  Any
dispute in which the amount in controversy exceeds five million dollars
($5,000,000.00) shall be decided by majority vote of a panel of three
arbitrators; provided however, that all three arbitrators must actively
participate in all hearings and deliberations.  The arbitrator will be
a neutral attorney licensed in the State of California or a neutral retired
judge of the state or federal judiciary of California, in either case with a
minimum of ten years experience in the substantive law applicable to the subject
matter of the dispute to be arbitrated.  The arbitrator will determine
whether or not an issue is arbitratable and will give effect to the statutes of
limitation in determining any claim.  In any arbitration proceeding
the arbitrator will decide (by documents only or with a hearing at the
arbitrator's discretion) any pre-hearing motions which are similar to motions to
dismiss for failure to state a claim or motions for summary
adjudication.  The arbitrator shall resolve all disputes in accordance
with the substantive law of California and may grant any remedy or relief that a
court of such state could order or grant within the scope hereof and such
ancillary relief as is necessary to make effective any award.  The
arbitrator shall also have the power to award recovery of all costs and fees, to
impose sanctions and to take such other action as the arbitrator deems necessary
to the same extent a judge could pursuant to the Federal Rules of Civil
Procedure, the California Rules of Civil Procedure or other applicable
law.  Judgment upon the award rendered by the arbitrator may be
entered in any court having jurisdiction.  The institution and
maintenance of an action for judicial relief or pursuit of a provisional or
ancillary remedy shall not constitute a waiver of the right of any party,
including the plaintiff, to submit the controversy or claim to arbitration if
any other party contests such action for judicial relief.

    


    (e)           Discovery.  In
any arbitration proceeding, discovery will be permitted in accordance with the
Rules.  All discovery shall be expressly limited to matters directly
relevant to the dispute being arbitrated and must be completed no later than 20
days before the hearing date.  Any requests for an extension of the
discovery periods, or any discovery disputes, will be subject to final
determination by the arbitrator upon a showing that the request for discovery is
essential for the party's presentation and that no alternative means for
obtaining information is available.

    


    (f)           Class Proceedings and
Consolidations.  No party hereto shall be entitled to join or
consolidate disputes by or against others in any arbitration, except parties who
have executed 

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    any Loan
Document, or to include in any arbitration any dispute as a representative or
member of a class, or to act in any arbitration in the interest of the general
public or in a private attorney general capacity.

    


    (g)           Payment Of Arbitration Costs
And Fees.  The arbitrator
shall award all costs and expenses of the arbitration proceeding.

    


    (h)           Real Property Collateral;
Judicial Reference.  Notwithstanding anything herein to the
contrary, no dispute shall be submitted to arbitration if the dispute concerns
indebtedness secured directly or indirectly, in whole or in part, by any real
property unless (i) the holder of the mortgage, lien or security interest
specifically elects in writing to proceed with the arbitration, or (ii) all
parties to the arbitration waive any rights or benefits that might accrue to
them by virtue of the single action rule statute of California, thereby agreeing
that all indebtedness and obligations of the parties, and all mortgages, liens
and security interests securing such indebtedness and obligations, shall remain
fully valid and enforceable.  If any such dispute is not submitted to
arbitration, the dispute shall be referred to a referee in accordance with
California Code of Civil Procedure Section 638 et seq., and this general
reference agreement is intended to be specifically enforceable in accordance
with said Section 638.  A referee with the qualifications required
herein for arbitrators shall be selected pursuant to the AAA’s selection
procedures.  Judgment upon the decision rendered by a referee shall be
entered in the court in which such proceeding was commenced in accordance with
California Code of Civil Procedure Sections 644 and 645.

    


    (i)           Miscellaneous.  To
the maximum extent practicable, the AAA, the arbitrators and the parties shall
take all action required to conclude any arbitration proceeding within 180 days
of the filing of the dispute with the AAA.  No arbitrator or other
party to an arbitration proceeding may disclose the existence, content or
results thereof, except for disclosures of information by a party required by
applicable law or regulation.  If more than one agreement for
arbitration by or between the parties potentially applies to a dispute, the
arbitration provision most directly related to the Loan Documents or the subject
matter of the dispute shall control.  This arbitration provision shall
survive termination, amendment or expiration of any of the Loan Documents or any
relationship between the parties.

    


    (j)           Small Claims
Court.  Notwithstanding anything herein to the contrary, each
party retains the right to pursue in Small Claims Court any dispute within that
court’s jurisdiction.  Further, this arbitration provision shall apply
only to disputes in which either party seeks to recover an amount of money
(excluding attorneys’ fees and costs) that exceeds the jurisdictional limit of
the Small Claims Court.

    


    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed as of the day and year first
written above.  This Agreement amends, restates and replaces the
Credit Agreement between the parties hereto dated as of July 13, 2007, as
amended from time to time.

    


    WELLS FARGO BANK,

    SUNPOWER
CORPORATION                                                                      NATIONAL
ASSOCIATION

    


    By: /s/ Dennis V.
Arriola                                                      By: /s/ Matthew A.
Servatius                                                            

    Name:
Dennis V.
Arriola                                                            Matthew
A. Servatius

    Title:
SVP &
CFO                                                            Vice
President

    


    



    
      
        
          
            	
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    Schedule
1.3

     

    Price
Schedule — Trade Services

     

    
      	
              As
      of March 20, 2009

            
	
              Services

            	
              Price

            
	
              STANDBY
      LC

            	 
      
	
              Issuance

            	
              20
      bps p.a. with a maturity on or before July 31, 2102 and 35 bps pa with
      maturity thereafter 

            
	
              Amendment—Increase

            	
              Same
      pricing as issuance, based on maturity

            
	
              Amendment—No
      Increase

            	
              $65.00
      min.

            
	
              Examination/Payment

            	
              Same
      pricing as issuance based on maturity, $250.00 min.

            
	
              Transfer

            	
              Same
      pricing as issuance based on maturity, $250.00 min.

            
	
              Assignment

            	
              $500.00
      ($750.00 with LC copy)

            
	
              Consultation
      to Structure LC

            	
              $200.00/hr.

            
	
              Special
      Handling

            	
              $250.00
      min.

            
	
              Cancellation

            	
              $100.00

            


    

    


    


    
      	
              Commercial
      LCs - Services Price

            
	 
      
	
              EXPORT
      LC

            
	
              Pre-Advice-  $50.00

            
	
              Advice
      - $110.00

            
	
              Confirmation
      - $150.00 min./qtr.

            
	
              Confirmation—Standby
      LC $500.00 min./qtr.

            
	
              Amendment  -
      $75.00

            
	
              Amendment—Confirmed
      LC Applicable confirmation fee, $100.00 min.

            
	
              Negotiation
      By arrangement or 1/8%, $150.00 min.

            
	
              Documents
      Sent Unexamined $100.00

            
	
              Acceptance/Confirmation
      Deferred Payment By arrangement or 3% p.a., $150.00
min.

            
	
              Deferred
      Payment—Unconfirmed $100.00

            
	
              Discrepancy
      $90.00

            
	
              Transfer
      By arrangement or 1/4%, $250.00 min.

            
	
              Assignment
      By arrangement or 1/4%, $250.00 min., $2,500.00 max.

            
	
              Cancellation
      $100.00

            
	 
      


    

    



    
      
        
          
            	
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    Schedule
2.12(a) – Subsidiaries

    


    


    
      	
              1.  

            	
              SunPower
      North America, LLC, a Delaware limited liability company and wholly owned
      subsidiary of SunPower Corporation;

            


    

    
      	
              2.  

            	
              Pluto
      Acquisition Company, LLC, a Delaware limited liability company in which
      SunPower Corporation is the sole
member;

            


    

    
      	
              3.  

            	
              SunPower
      Corporation, Systems, a Delaware corporation, formerly known as PowerLight
      Corporation, and wholly owned subsidiary of Pluto Acquisition Company,
      LLC;

            


    

    
      	
              4.  

            	
              Solar
      Star TO, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              5.  

            	
              Solar
      Star YC, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              6.  

            	
              Solar
      Star I, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              7.  

            	
              Solar
      Star II, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              8.  

            	
              SunPower
      Technology Ltd., a Cayman Islands entity and wholly owned subsidiary of
      SunPower Corporation;

            


    

    
      	
              9.  

            	
              SunPower
      Corporation (Switzerland) SARL, a Swiss entity and wholly owned subsidiary
      of SunPower Technology, Ltd.;

            


    

    
      	
              10.  

            	
              SunPower
      Philippines Manufacturing Ltd., a Cayman Islands entity and wholly owned
      subsidiary of SunPower Technology,
Ltd.;

            


    

    
      	
              11.  

            	
              SunPower
      Systems SA, a Swiss entity and wholly owned subsidiary of SunPower
      Corporation, Systems;

            


    

    
      	
              12.  

            	
              SunPower
      GmbH, a German entity and wholly owned subsidiary of SunPower Systems
      SA;

            


    

    
      	
              13.  

            	
              SPWR
      Energias Renovaveis Unipessoal Limitada, a Portuguese entity and wholly
      owned subsidiary of SunPower Systems
SA;

            


    

    
      	
              14.  

            	
              SunPower
      Energy Systems Spain, S.L., a Spanish entity and wholly owned subsidiary
      of SunPower Systems SA;

            


    

    
      	
              15.  

            	
              SunPower
      Development Company, a Delaware corporation and wholly owned subsidiary of
      SunPower Corporation;

            


    

    
      	
              16.  

            	
              SunPower
      Bermuda Holdings, a Bermuda exempted general partnership in which SunPower
      Corporation and SunPower Corporation, Systems are general
      partners;

            


    

    
      	
              17.  

            	
              SunPower
      Foundation, a California nonprofit corporation and wholly-owned subsidiary
      of SunPower Corporation;

            


    

    
      	
              18.  

            	
              SunPower
      Philippines Ltd. – Regional Operating Headquarters (ROHQ), a Cayman
      Islands multinational company and a wholly-owned subsidiary of SunPower
      Technology Ltd.;

            


    

    
      	
              19.  

            	
              SunPower
      Malaysia Manufacturing Sdn Bhd, a Malaysian private company limited by
      shares and a wholly-owned subsidiary of SunPower Technology
      Ltd.;

            


    

    
      	
              20.  

            	
               SPML
      Land, Inc., a Philippines company and a wholly-owned subsidiary of
      SunPower Philippines Manufacturing
Ltd;

            


    

    
      	
              21.  

            	
              SunPower
      Energy Systems Korea, a company organized under the laws of Korea and a
      wholly-owned subsidiary of SunPower Systems
SA;

            


    

    
      	
              22.  

            	
              SunPower
      Italia Srl, a company organized under the laws of Italy and a wholly-owned
      subsidiary of SunPower Systems SA;

            


    

    
      	
              23.  

            	
              SunPower
      Corporation Australia Pty Ltd, an Australian proprietary company limited
      by shares and a wholly-owned subsidiary of SunPower Systems
      SA;

            


    

    
      	
              24.  

            	
              SunPower
      France SAS, a company organized under the laws of France and a
      wholly-owned subsidiary of SunPower Systems
SA;

            


    

    
      	
              25.  

            	
               SunPower
      Energy Systems Canada Corporation, an unlimited liability corporation
      incorporated under the laws of Nova Scotia and a wholly-owned subsidiary
      of SunPower Systems SA;

            


    

    
      	
              26.  

            	
              Helios
      Solar Star A-1 Company, an unlimited liability corporation incorporated
      under the laws of Nova Scotia and a wholly-owned subsidiary of SunPower
      Energy Systems Canada Corporation;

            


    

    
      	
              27.  

            	
              Helios
      Solar Star A-1, LP, a limited partnership organized under the laws of Nova
      Scotia in which SunPower Energy Systems Canada Corporation and Helios
      Solar Star A-1 Company are the only
partners;

            


    

    
      	
              28.  

            	
              Greater
      Sandhill I, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              29.  

            	
              High
      Plains Ranch I, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              30.  

            	
              High
      Plains Ranch II, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              31.  

            	
              Morgan
      Stanley SunPower Solar 2007 LLC, a Delaware limited liability company in
      which MS Solar I, LLC and SunPower Corporation, Systems are the only
      members;

            


    

    
      	
              32.  

            	
              MS
      Solar Star I, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              33.  

            	
              Parrey,
      LLC, a Delaware limited liability company in which SunPower Corporation,
      Systems is the sole member;

            


    

    
      	
              34.  

            	
              Solar
      Star Arizona I, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              35.  

            	
              Solar
      Star BBY CA I, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

    
      	
              36.  

            	
              Solar
      Star BBY HI I, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              37.  

            	
              Solar
      Star BBY NJ I, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              38.  

            	
              Solar
      Star California I, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              39.  

            	
              Solar
      Star California IV, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              40.  

            	
              Solar
      Star California VII, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              41.  

            	
              Solar
      Star California VIII, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              42.  

            	
              Solar
      Star California XI, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              43.  

            	
              Solar
      Star California XII, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              44.  

            	
              Solar
      Star California XIII, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              45.  

            	
              Solar
      Star California XIV, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              46.  

            	
              Solar
      Star California XV, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              47.  

            	
              Solar
      Star Connecticut I, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              48.  

            	
              Solar
      Star Estancia I, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              49.  

            	
              Solar
      Star Hawaii I, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              50.  

            	
              Solar
      Star Hawaii II, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              51.  

            	
              Solar
      Star Hawaii III, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              52.  

            	
              Solar
      Star HI Air, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              53.  

            	
              Solar
      Star Koyo I, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              54.  

            	
              Solar
      Star Mervyns I, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              55.  

            	
              Solar
      Star MWHI I, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              56.  

            	
              Solar
      Star New Jersey II, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              57.  

            	
              Solar
      Star New Jersey III, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              58.  

            	
              Solar
      Star New Jersey IV, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              59.  

            	
              Solar
      Star New Jersey V, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              60.  

            	
              Solar
      Star New Jersey VI, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              61.  

            	
              Solar
      Star North Carolina I, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              62.  

            	
              Solar
      Star Ohio I, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              63.  

            	
              Solar
      Star Rancho CWD I, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              64.  

            	
              SPWR
      Galaxy Holdco 2007 LLC, a Delaware limited liability company in which EFS
      Solar Star Holdings LLC (99%) and SunPower Corporation, Systems are the
      only members;

            


    

    
      	
              65.  

            	
              Solar
      Star TJX I, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole member;
and

            


    

    
      	
              66.  

            	
              SSSA,
      LLC, a Delaware limited liability company in which SunPower Corporation,
      Systems is the sole member.

            


    

    



    
      
        
          
            	
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    Schedule
2.12(b) – Special Purpose Entities

    


    
      	
              1.  

            	
              Solar
      Star TO, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              2.  

            	
              Solar
      Star YC, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              3.  

            	
              Solar
      Star I, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              4.  

            	
              Solar
      Star II, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              5.  

            	
              Greater
      Sandhill I, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              6.  

            	
              High
      Plains Ranch I, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              7.  

            	
              High
      Plains Ranch II, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              8.  

            	
              Morgan
      Stanley SunPower Solar 2007 LLC, a Delaware limited liability company in
      which MS Solar I, LLC and SunPower Corporation, Systems are the only
      members;

            


    

    
      	
              9.  

            	
              MS
      Solar Star I, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              10.  

            	
              Parrey,
      LLC, a Delaware limited liability company in which SunPower Corporation,
      Systems is the sole member;

            


    

    
      	
              11.  

            	
              Solar
      Star Arizona I, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              12.  

            	
              Solar
      Star BBY CA I, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              13.  

            	
              Solar
      Star BBY HI I, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              14.  

            	
              Solar
      Star BBY NJ I, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              15.  

            	
              Solar
      Star California I, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              16.  

            	
              Solar
      Star California IV, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              17.  

            	
              Solar
      Star California VII, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              18.  

            	
              Solar
      Star California VIII, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              19.  

            	
              Solar
      Star California XI, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              20.  

            	
              Solar
      Star California XII, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              21.  

            	
              Solar
      Star California XIII, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              22.  

            	
              Solar
      Star California XIV, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              23.  

            	
              Solar
      Star California XV, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              24.  

            	
              Solar
      Star Connecticut I, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              25.  

            	
              Solar
      Star Estancia I, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              26.  

            	
              Solar
      Star Hawaii I, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              27.  

            	
              Solar
      Star Hawaii II, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              28.  

            	
              Solar
      Star Hawaii III, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              29.  

            	
              Solar
      Star HI Air, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

    
      	
              30.  

            	
              Solar
      Star Koyo I, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              31.  

            	
              Solar
      Star Mervyns I, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              32.  

            	
              Solar
      Star MWHI I, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              33.  

            	
              Solar
      Star New Jersey II, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              34.  

            	
              Solar
      Star New Jersey III, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              35.  

            	
              Solar
      Star New Jersey IV, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              36.  

            	
              Solar
      Star New Jersey V, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              37.  

            	
              Solar
      Star New Jersey VI, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              38.  

            	
              Solar
      Star North Carolina I, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              39.  

            	
              Solar
      Star Ohio I, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole
member;

            


    

    
      	
              40.  

            	
              Solar
      Star Rancho CWD I, LLC, a Delaware limited liability company in which
      SunPower Corporation, Systems is the sole
  member;

            


    

    
      	
              41.  

            	
              SPWR
      Galaxy Holdco 2007 LLC, a Delaware limited liability company in which EFS
      Solar Star Holdings LLC (99%) and SunPower Corporation, Systems are the
      only members;

            


    

    
      	
              42.  

            	
              Solar
      Star TJX I, LLC, a Delaware limited liability company in which SunPower
      Corporation, Systems is the sole member;
and

            


    

    
      	
              43.  

            	
              SSSA,
      LLC, a Delaware limited liability company in which SunPower Corporation,
      Systems is the sole member.

            


    

    



    
      
        
          
            	
                    Goldms\My
      Documents\sunpower-crAgt-NewNEW3.doc (Rev. 11/06)

                    AU#5681
      #7576615169

                  	
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        -24-