EXHIBIT10.21


SIXTH
AMENDMENT TO

AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

AND WAIVER OF DEFAULT


This Amendment, dated as of December 29, 2006, is made
by and between NETLIST, INC., a Delaware corporation, and NETLIST TECHNOLOGY
TEXAS, L.P., a Texas limited partnership (each a “Borrower” and collectively,
the “Borrowers”), on the one hand, and WELLS FARGO BANK, NATIONAL ASSOCIATION
(the “Lender”), acting through its WELLS FARGO BUSINESS CREDIT operating
division, on the other hand.


RECITALS


The Borrowers and Wells Fargo Business Credit, Inc., a
Minnesota corporation (“WFBCI”), are parties to an Amended and Restated Credit
and Security Agreement, dated as of December 27, 2003, as amended by a First
Amendment to Amended and Restated Credit and Security Agreement, dated as of
June 30, 2004, a Second Amendment to Credit and Security Agreement and Waiver
of Defaults, dated as of December 20, 2005, a Third Amendment to Credit and
Security Agreement, dated as of February 14, 2006, a Fourth Amendment to Credit
and Security Agreement and Waiver of Defaults, dated as of April 18, 2006, and
a Fifth Amendment to Credit and Security Agreement, dated as of July 28, 2006
(as so amended, the “Credit Agreement”). 
Capitalized terms used in these recitals have the meanings given to them
in the Credit Agreement unless otherwise specified.


WFBCI has merged with and into Lender and Lender is
the surviving corporation.


The Borrowers have requested that the Lender make
certain amendments to the Credit Agreement, which the Lender is willing to make
pursuant to the terms and conditions set forth herein.


NOW, THEREFORE, in consideration of the premises and
of the mutual covenants and agreements herein contained, it is agreed as
follows:


1.             Defined Terms.


(a)           Capitalized terms used in this
Amendment which are defined in the Credit Agreement shall have the same
meanings as defined therein, unless otherwise defined herein.


(b)           Clause (x) of the definition of “Eligible
Accounts” set forth in Section 1.1 of the Credit Agreement is hereby amended in
its entirety as follows:


(x)            Accounts
owed by an Account Debtor (or an Affiliate of such Account Debtor), regardless
of whether otherwise eligible, to the extent that the balance of such Accounts
exceeds the percentage of the aggregate amount of all Accounts indicated in the
table below opposite the applicable Account Debtor; and Accounts owned by any
two Account Debtors (or Affiliates of such Account Debtors), regardless of
whether otherwise eligible, to the extent that the combined













balance of such Accounts
exceeds 60% of the aggregate amount of all Accounts:




	
  Account Debtor or Affiliate 

  of Such Account Debtor

  	
   

  	
  Concentration Limit

  
	
  Dell Computer Corporation

  (excluding Dell Computer-Ireland)

  	
   

  	
  40%

  
	
  Kingston Technology

  	
   

  	
  40%

  
	
  Hon Hai Precision Industry Co.

  	
   

  	
  30%

  
	
  Hewlett Packard

  	
   

  	
  30%

  
	
  All others

  	
   

  	
  15%

  






2.             Financial
Covenants.  Clause (c) of
Section 6.2 of the Credit Agreement is hereby amended in its entirety as
follows:


(c)           Capital Expenditures.  The
Borrowers will not incur or contract to incur Capital Expenditures of more than
$2,500,000 in the aggregate during the period between July 1, 2006 and December
31, 2006 and during any fiscal year thereafter.


3.             Waiver of Defaults.  The Borrower is in default of the following
provision of the Credit Agreement (the “Existing Default”):


	
  Section/Covenant

  	
   

  	
  Required Performance

  	
   

  	
  Actual Performance

  
	
  Section 6.2(c) — Maximum Capital Expenditures

  	
   

  	
  $2,000,000 for
  fiscal year ending December 31, 2006

  	
   

  	
  $2,125,000 as of
  November 30, 2006

  



Upon the terms and subject to the conditions set forth
in this Amendment, the Lender hereby waives the Existing Default.  This waiver shall be effective only in this
specific instance and for the specific purpose for which it is given, and this
waiver shall not entitle the Borrower to any other or further waiver in any
similar or other circumstances.


4.             No Other Changes.  Except as explicitly amended by this
Amendment, all of the terms and conditions of the Credit Agreement shall remain
in full force and effect and shall apply to any advance or letter of credit
thereunder.


5.             Conditions Precedent.  This Amendment, and the waiver set forth in
Paragraph 3 hereof, shall be effective when the Lender shall have received an
executed original hereof,



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together with each of the following, each in substance
and form acceptable to the Lender in its sole discretion:


(a)           The Acknowledgment and Agreement of
Subordinated Creditors set forth at the end of this Amendment, duly executed by
each Subordinated Creditor.


(b)           Such other matters as the Lender may
require.


6.             Representations and
Warranties.  Each Borrower
hereby represents and warrants to the Lender as follows:


(a)           Such Borrower has all requisite power
and authority to execute this Amendment, to perform all of its obligations
hereunder, and this Amendment has been duly executed and delivered by such
Borrower and constitute the legal, valid and binding obligation of such
Borrower, enforceable in accordance with their terms.


(b)           The execution, delivery and
performance by each Borrower of this Amendment have been duly authorized by all
necessary corporate action and do not (i) require any authorization, consent or
approval by any governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, (ii) violate any provision of any law,
rule or regulation or of any order, writ, injunction or decree presently in
effect, having applicability to such Borrower, or the articles of incorporation
or by-laws of such Borrower, or (iii) result in a breach of or constitute a
default under any indenture or loan or credit agreement or any other agreement,
lease or instrument to which such Borrower is a party or by which it or its
properties may be bound or affected.


(c)           All of the representations and
warranties contained in Article V of the Credit Agreement are correct on and as
of the date hereof as though made on and as of such date, except to the extent
that such representations and warranties relate solely to an earlier date.


7.             References.  All references in the Credit Agreement to “this
Agreement” shall be deemed to refer to the Credit Agreement as amended hereby;
and any and all references in the Security Documents to the Credit Agreement
shall be deemed to refer to the Credit Agreement as amended hereby.


8.             No Other Waiver.  Except as otherwise provided in Paragraph 3
hereof, the execution of this Amendment and acceptance of any documents related
hereto shall not be deemed to be a waiver of any Default or Event of Default
under the Credit Agreement (except for the Existing Defaults) or breach,
default or event of default under any Security Document or other document held
by the Lender, whether or not known to the Lender and whether or not existing
on the date of this Amendment.


9.             Release.


(a)           Each Borrower and each Subordinated
Creditor by signing the Acknowledgment and Agreement of Subordinated Creditors
set forth below, each hereby absolutely and unconditionally releases and
forever discharges the Lender, and any and all participants, parent



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corporations, subsidiary corporations, affiliated
corporations, insurers, indemnitors, successors and assigns thereof, together
with all of the present and former directors, officers, agents and employees of
any of the foregoing, from any and all claims, demands or causes of action of
any kind, nature or description, whether arising in law or equity or upon
contract or tort or under any state or federal law or otherwise, which such
Borrower or such Subordinated Creditor has had, now has or has made claim to
have against any such person for or by reason of any act, omission, matter,
cause or thing whatsoever arising from the beginning of time to and including
the date of this Amendment, whether such claims, demands and causes of action
are matured or unmatured or known or unknown. 
Each Borrower and each Subordinated Creditor by signing the
Acknowledgment and Agreement of Subordinated Creditors set forth below, each
certifies that it has read the following provisions of California Civil Code
Section 1542:


A general release does not extent to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with the
debtor.


(b)           Each Borrower and each Subordinated
Creditor by signing the Acknowledgment and Agreement of Subordinated Creditors
set forth below, each understands and acknowledges that the significance and
consequence of this waiver of California Civil Code Section 1542 is that even
if it should eventually suffer additional damages arising out of the facts
referred to above, they will not be able to make any claim for those
damages.  Furthermore, each Borrower and
each Subordinated Creditor by signing the Acknowledgment and Agreement of
Subordinated Creditors set forth below, acknowledges that it intends these
consequences even as to claims for damages that may exist as of the date of
this release but which it does not know exist, and which, if known, would
materially affect its decision to execute this Agreement, regardless of whether
its lack of knowledge is the result of ignorance, oversight, error, negligence,
or any other cause.


10.           Costs and Expenses.  The Borrowers hereby reaffirm their agreement
under the Credit Agreement to pay or reimburse the Lender on demand for all
costs and expenses incurred by the Lender in connection with the Loan
Documents, including without limitation all 
reasonable fees and disbursements of legal counsel.  Without limiting the generality of the foregoing,
the Borrowers specifically agree to pay all fees and disbursements of counsel
to the Lender for the services performed by such counsel in connection with the
preparation of this Amendment and the documents and instruments incidental
hereto.  The Borrowers hereby agree that
the Lender may, at any time or from time to time in its sole discretion and
without further authorization by the Borrowers, make a loan to the Borrowers
under the Credit Agreement, or apply the proceeds of any loan, for the purpose
of paying any such fees, disbursements, costs and expenses.


11.           Miscellaneous.  This Amendment and the Acknowledgment and
Agreement of Subordinated Creditors may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original and all of which counterparts, taken together, shall constitute one
and the same instrument.


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IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed as of the date first written above.


	
  WELLS FARGO BANK, NATIONAL ASSOCIATION

  	
  NETLIST,
  INC.

  
	
  Through its Wells Fargo Business Credit

  	
  By:

  	
  /s/ Chun K. Hong

  
	
  operating division

  	
  Name:

  	
  Chun K. Hong 

  	
   

  
	
   

  	
  Its:

  	
  President

  	
   

  
	
  By:

  	
  /s/ Josephine Camalian

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Josephine Camalian 

  	
   

  	
   

  	
   

  
	
  Its:

  	
  Vice President

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
  NETLIST
  TECHNOLOGY TEXAS, L.P

  
	
   

  	
  By:

  	
  Netlist Holdings GP, Inc.,

  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Chun K. Hong

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Chun K. Hong

  
	
   

  	
   

  	
   

  	
  Its:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
							



 



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