exhibit104.htm


    Exhibit 10.4

      FOURTH
AMENDMENT TO LEASE

      


      THIS
FOURTH AMENDMENT TO LEASE (this “Fourth Amendment”) is dated as of May 1, 2008
and is made between CYPRESS SEMICONDUCTOR CORPORATION, as Landlord, and SUNPOWER
CORPORATION, as Tenant, to be a part of that certain Office Lease Agreement and
all exhibits thereto, dated for reference purposes only as of May 15, 2006 (the
“Original Lease”), concerning approximately 43,732 rentable square feet (“RSF”),
located within the Premises stated in the Original Lease. The Premises are
located within the Building commonly known as Building #3, (the“Building”),
located at 3939 N. First Street (the “Land”) as shown on the floor plan on Exhibit
A to the Original Lease.

      


      Landlord
and Tenant now desire to modify the Original Lease and, in consideration of the
mutual promises contained herein and for the other good and valuable
consideration, the receipt and sufficiency of which the parties hereby
acknowledge, Landlord and tenant hereby agree, intending to be bound thereby,
that the Original Lease is modified and supplemented in accordance with the
terms and conditions set forth below:

       

      
        	
                1.  

              	
                Basic
      Terms Item #9 of the Original Lease is hereby amended to state in its
      entirety as follows:

              


      

       

                                                                                    

       

      
        	
                Lease 

                Months

              	
                Monthly
Base

                Rent /
      SF

              	
                Rentable

                Square
      Feet

              	
                Monthly

                Base

              
	1-2	$0.00 / SF	43,732	$ -
	3-8 	$2.16 / SF	43,732	$94,461
	 9-12	$2.16 / SF	45,840	$99,014
	13-14	$2.25 / SF	45,840	$103,140
	15-24	$2.25 / SF	51,228	$115,263
	25-36	$2.34 / SF	55,594	$130,190
	37-48	$2.43 / SF	55,594	$135,093
	49-60	$2.53 / SF	55,594 	$140,653
	 	 	 	 


      

       

      


       

      
        	
                2.  

              	
                The
      monthly Base Rent remains unchanged through the 8th
      month (or December 31, 2006) as per Original Lease.  However,
      Article 2, Section 2.1, is hereby amended such that the monthly Base Rent
      shall be adjusted to include the additional space added pursuant to
      Section 1 of this Fourth Amendment.  Effective during the 9th
      month of the term (or January 1, 2007), the monthly Base Rent shall be
      adjusted to include the additional 2,108 RSF, effective during the 15th
      month of the term (or July 1, 2007), the monthly Base Rent shall be
      adjusted to include the additional 5,388 RSF and, effective during the
      25th
      month of the term (or May 1, 2008), the monthly Base Rent shall be
      adjusted to include the additional 4,366 RSF, in each case as shown in the
      Base Rent Table in Basic Terms Item #9 as amended by this Fourth
      Amendment.

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      
        	
                3.  

              	
                Article
      3, Section 3.3 shall be amended to state the adjustment of Tenant’s
      Prorata Share of Excess Operating Expenses as
  follows:

              


      

       

      "Tenant's Prorata Share of Excess
Operating Expenses" (based on the rentable square footage of the Premises
divided by 61,975 the total
rentable square footage of the Building), shall mean 92% of the Excess
Operating Expenses for the applicable calendar year.  Landlord agrees
to credit Tenant $1,134 for SLM’s office electrical use and $1,746 for Landlord’s
data center electrical use per month against Tenant’s Prorata Share of Excess
Operating Expenses for the Electric and N. Gas line items outlined Exhibit
C.  These two credits are estimates and may be adjusted from time to
time based on varying electric loads.

       

      
        	
                4.  

              	
                Exhibit
      “A”, the Floor Plan of the Original Lease shall be amended as shown in
      Exhibit A-1 of this Fourth
Amendment.

              


      

       

      
        	
                5.  

              	
                In
      the event of any inconsistency between this Fourth Amendment and the
      Original Lease, the terms in this Fourth Amendment shall prevail. Except
      as modified herein, the Original Lease remains in full force and
      effect.

              


      

       

      
        	
                6.  

              	
                The
      Original Lease, as amended by this Fourth Amendment, constitutes the
      entire agreement between the parties and supersedes any previous
      agreements between the parties with respect to the subject matter of this
      Fourth Amendment.  If any provision of this Fourth Amendment is
      held to be illegal, invalid or unenforceable, in whole or in part, such
      provision will be modified to the minimum extent necessary to make it
      legal, valid and enforceable, and the legality, validity and
      enforceability of the remaining provisions will not be affected
      thereby.

              


      

       

      IN
WITNESS WHEREOF, the parties hereto have executed this Third Amendment as of the
date first set forth above.

       

       

      
        
          	 	CYPRESS
      SEMICONDUCTOR CORP:	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/Neil
      Weiss	 
	 	 Name	Neil
      Weill 	 
	 	 Title	Sr.
      Vice President Treasurer	 
	 	 Date	 8/12/08	 


        

        
          	 	 	 
	 	SUNPOWER
      CORPORATION	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ E.
      Hernandez	 
	 	 Name	E.
      Hernandez	 
	 	 Title	CFO	 
	 	 Date	 6/10/08	 


        

      

       

      
        
           

        

        
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      EXHIBIT
A-1

      


      (FOURTH
AMENDMENT TO LEASE)

       

      

       

       

      
        
           

        

        
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