Unassociated Document


    EXHIBIT
10.11

    FIFTH
AMENDMENT TO CREDIT AGREEMENT

    


    


    THIS AMENDMENT TO CREDIT AGREEMENT
(this "Amendment") is entered into as of May 19, 2008, by and between SUNPOWER
CORPORATION, a Delaware corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL
ASSOCIATION ("Bank").

    


    RECITALS

    


    WHEREAS, Borrower is currently indebted
to Bank pursuant to the terms and conditions of that certain Credit Agreement
between Borrower and Bank dated as of July 13, 2007, as amended by that certain
First Amendment to Credit Agreement, dated August 20, 2007, that certain Second
Amendment to Credit Agreement, dated August 31, 2007, that certain Waiver
Agreement, dated January 18, 2008, that certain Third Amendment to Credit
Agreement, dated February 13, 2008, and that certain Fourth Amendment to Credit
Agreement, dated April 4, 2008, and as amended from time to time ("Credit
Agreement").

    


    WHEREAS, Bank and Borrower have agreed
to certain changes in the terms and conditions set forth in the Credit Agreement
and have agreed to amend the Credit Agreement to reflect said
changes.

    


    NOW, THEREFORE, for valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree that the Credit Agreement shall be amended as
follows:

    


    
      	
              1. 

            	
              Section
      4.9(a) is hereby amended to read as
follows:

            


    

    


    “(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 Bank’s commitment under the Line of Credit with a minimum of
$75,000,000.00 of such liquidity to be held in accounts maintained in the United
States (“U.S. Domiciled Liquidity”), or (ii) if the amount of U.S Domiciled
Liquidity is less than $75,000,000.00, three (3.00) times the Bank’s commitment
under the Line of Credit, in all instances determined as of the end of each
calendar month, provided, however, that in  no event shall the amount
of U.S Domiciled Liquidity be less than $50,000,000.00.  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.  Without limiting the foregoing, "Eligible Assets" shall include
Borrower's auction rate securities listed on Schedule 4.9(a) (each such
security, an “Auction Rate”), subject to the terms of the next
paragraph.


    
      
        
        

      

      
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    So long as Borrower maintains Minimum
Liquidity (including Auction Rates) equal to or greater than three (3.00) times
the Bank's commitment under the Line of Credit, Bank shall value each Auction
Rate at the market rate bid for such Auction Rate at each month’s end, (i) as
communicated to Bank by Wells Capital Management Incorporation (“WCMI”), or (ii)
in the event that WCMI is unable to determine a market rate bid, as determined
and publicly announced by such other source as Bank in its sole discretion
considers acceptable.  In the event that Borrower's Minimum Liquidity
(including Auction Rates) is less than three (3.00) times the Bank’s commitment
under the Line of Credit, Bank reserves the right to discount the WCMI (or, as
applicable, other source’s) value in Bank’s reasonable
discretion.  The foregoing terms of this paragraph shall cease to be
effective at such time that Bank in good faith determines that liquidity has
been restored to the auction rate market in the United States and that the
auction rate securities market is functioning substantially as it did prior to
the current auction rate liquidity crisis.  Following such
determination, "Eligible Assets" shall include Borrower's auction rate
securities to the extent permissible under Bank’s policies at such
time.”

    


    2.           Section 5.3
is hereby deleted in its entirety, and the following substituted
therefor:

    


    “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 its Subsidiaries 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 Travelers Casualty and Surety Company of America and St.
Paul Fire and Marine Insurance Company, and their affiliates (collectively,
“Travelers”) in connection with obligations under the General Contract of
Indemnity with Travelers, pursuant to which Travelers issues bonds or otherwise
secures performance of 

    
      
        
        

      

      
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    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; and (vii) additional indebtedness of Borrower and
Third Party Obligors in an aggregate principal amount not to exceed Fifty
Million Dollars ($50,000,000.00) outstanding at any one time.  For
clarity, Bank and Borrower agree that Borrower’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.”

    


    3.           Section 5.5
is hereby deleted in its entirety, and the following substituted
therefor:

    


    “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).”

    


    4.           Concurrently
with its execution and as a condition precedent to the effectiveness of this
Amendment, Borrower shall execute and deliver to Bank an Amended and Restated
Addendum to Security Agreement: Securities Account in form and content
acceptable to Bank and Borrower.

    


    5.           Except
as specifically provided herein, all terms and conditions of the Credit
Agreement remain in full force and effect, without waiver or
modification.  All terms defined in the Credit Agreement shall have
the same meaning when used in this Amendment.  This Amendment and the
Credit Agreement shall be read together, as one document.

    


    6.           Borrower
hereby remakes all representations and warranties contained in the Credit
Agreement and reaffirms all covenants set forth therein.  Borrower
further certifies that as of the date of this Amendment there exists no Event of
Default as defined in the Credit Agreement, nor any condition, act or event
which with the giving of notice or the passage of time or both would constitute
any such Event of Default.


    
      
        
        

      

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

     

    
      
        	 SunPower
      Corporation 	 	 	WELLS
      FARGO BANK,
NATIONAL ASSOCIATION	 
	
                /s/
      Emmanuel T. Hernandez    

              	 	 	
                /s/
      Matthew Servatius

              	 
	
                Emmanuel
      T. Hernandez

              	 	 	
                Matthew
      Servatius 

              	 
	
                Chief
      Financial Officer

              	 	 	
                Vice
      President

              	 


      

    

     

     

    
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