Unassociated Document


     EXHIBIT
10.2

    
      
         

      

    

    
      	
              
                
                  CONFIDENTIAL
      TREATMENT REQUESTED

                  --

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

                

              

            


    

     

    FIRST
AMENDMENT TO

     

    SECURITY
AGREEMENT: DEPOSIT ACCOUNT

     

    Amendment
Agreement dated April 4, 2008 made by SunPower Corporation (“Debtor”) and Wells
Fargo Bank, National Association
(“Bank”).

     

    WHEREAS
Debtor executed and delivered a security agreement dated as of July 13, 2007 in
favor of Bank (as amended from time to time, the “Security Agreement”) and Bank
has requested certain amendments to the Security Agreement (to which Debtor has
consented) and the parties wish to set out the terms of such
amendment;

     

    NOW
THEREFORE THIS AGREEMENT WITNESSETH that, in consideration of the foregoing
premises and other good and valuable consideration (the receipt and sufficiency
of which are hereby acknowledged by each of the parties), the parties hereby
agree as follows:

     

    Section
1. Bank and
Debtor agree that Section 5(b) of the Security Agreement is hereby amended as
follows:

     

     “(b)  Debtor
agrees with regard to the Collateral and Proceeds, unless Bank agrees otherwise
in writing: (i) that Bank is authorized to file financing statements in the name
of Debtor to perfect Bank's security interest in Collateral and Proceeds; (ii)
not to permit any lien on the Collateral or Proceeds, except in favor of Bank;
(iii) not to permit the principal amount of Collateral to be less than the
Required Amount, provided, however, that if the Required Amount is in excess of
$100,000,000.00, Debtor may maintain such principal amount in excess of
$100,000,000.00 either (x) as Collateral in the Deposit Account or (y) as
collateral in Debtor’s Securities Account; and (iv) to provide any service and
do any other acts which may be necessary to keep all Collateral and Proceeds
free and clear of all defenses, rights of offset and counterclaims.

     

    Amounts
maintained in the Securities Account shall be measured as of each month end
according to the monthly Securities Account statement issued by Wells Capital
Management Incorporated.  To the extent that Debtor requires assets in
the Securities Account to cover the Required Amount (permitted only when the
Deposit Account contains $100,000,000.00 or more), and such month end valuation,
together with amounts in the Deposit Account, falls short of the Required
Amount, Debtor shall promptly deposit additional assets of a nature satisfactory
to Bank into the Deposit or Securities Account, in either case so that (i)
aggregate amounts in such accounts meet or exceed the Required Amount, and (ii)
the first $100,000,000.00 is in the Deposit Account.

     

    “Required
Amount” means the amount available to be drawn under outstanding Letters of
Credit, issued by Bank pursuant to Section 1.2 of that certain Credit Agreement
under the Letter of Credit Line, plus the amount drawn and not yet reimbursed
under such Letters of Credit.  “Deposit Account” means Debtor’s
deposit account * * * maintained at Bank.  “Securities Account” means
Debtor’s investment account * * * maintained at Bank, in which Debtor hereby
grants Bank a security interest of first priority.”

     

    Section 2. Acknowledgement.  The
parties acknowledge that other than as indicated herein, the Security Agreement
shall continue unamended and remain in full force and effect.

     

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

    
      
        
        

      

      
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    Section
3. Successors
and Assigns.  This Agreement shall be binding upon Debtor and its
respective successors and permitted assigns and shall inure to the benefit of
Bank and its successors and assigns.

     

    Section
4. Governing
Law.  This Agreement shall be governed by and construed in accordance
with the laws of the State of California.

     

    Section
5. Counterparts.  This
Agreement may be executed in counterparts and by different parties in separate
counterparts, each of which when so executed shall be deemed an original and all
of which, taken together, shall constitute one and the same
instrument.

     

    IN
WITNESS WHEREOF the parties hereto have hereunto set their hands and seals as of
the day and year first above written.

                                                                     

                                                                      

    
      
        	 SUNPOWER
      CORPORATION 	 	 	
                 WELLS
      FARGO BANK,

                NATIONAL ASSOCIATION

              	 
	
                By:
      /s/ Emmanuel T.
      Hernandez

              	 	 	
                 By:
      /s/ Matthew
      Servatius 

              	 
	
                Emmanuel
      T. Hernandez

              	 	 	
                Matthew
      Servatius

              	 
	
                Chief
      Financial Officer 

              	 	 	
                Vice
      President

              	 


      




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