EXECUTION VERSION


 


FIRST AMENDMENT
TO SECURITY AGREEMENT


 


This First Amendment
to Security Agreement (this “Amendment”) is entered into as of February 17, 2016 by and among SunPower Corporation,
a Delaware corporation, SunPower Corporation, Systems, a Delaware corporation, SunPower North America, LLC, a Delaware limited
liability company, and SunPower Capital, LLC, a Delaware limited liability company, as Grantors (collectively, the “Grantors”),
and Credit Agricole Corporate and Investment Bank, as Security Agent


 


RECITALS


 


A. The Grantors and
the Security Agent are parties to that certain Security Agreement, dated as of January 31, 2014 (as amended pursuant this Amendment
and as it may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security
Agreement”). Each capitalized term used herein, that is not defined herein, shall have the meaning ascribed thereto in
the Security Agreement.


 


B. In accordance with
section 9.7(b) of the Security Agreement and Section 9.02 of the Credit Agreement, the parties to this Amendment have agreed to
amend the Security Agreement, in accordance with the terms, and subject to the conditions, set forth herein.


 


AGREEMENT


 


The parties to this
Amendment, intending to be legally bound, hereby agree as follows:


 


1.Amendments
to Security Agreement. The definition of “Secured Parties” in Section 1.3 of the Security Agreement is hereby amended
and restated in its entirety to read as follows:


 


“Secured Parties”
means the Agent, the Security Agent, each Issuing Bank and each Lender under the Credit Agreement.”


 


2.Ratification
and Confirmation of Loan Documents. Except as expressly set forth herein, the execution, delivery, and performance of this
Amendment shall not alter, modify, amend, or in any way affect any of the terms, conditions, obligations, covenants, or agreements
contained in the Security Agreement or any other Loan Document, and shall not shall not operate as a waiver of any right, power,
or remedy of the Agent or any Lender under the Security Agreement or any other Loan Document.


 


3.Miscellaneous.
This Amendment shall be binding upon and inure to the benefit of and be enforceable by the parties hereto, and their respective
permitted successors and assigns. This Amendment is a Loan Document. Henceforth, this Amendment and the Security Agreement shall
be read together as one document and the Security Agreement shall be modified accordingly. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York without reference to conflicts of law rules. If any provision
of this


 






     


     

    

 


Amendment
or any of the other Loan Documents shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable,
that portion shall be deemed severed therefrom, and the remaining parts shall remain in full force as though the invalid, illegal
or unenforceable portion had never been a part thereof. This Amendment may be executed in any number of counterparts, including
by electronic or facsimile transmission, each of which when so delivered shall be deemed an original, but all such counterparts
taken together shall constitute but one and the same instrument.


 


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IN WITNESS WHEREOF,
the Grantors and the Security Agent have caused this Amendment to be executed as of the date first written above.


 





 





	Grantors
	 
	SUNPOWER CORPORATION
	 
	 
	By:	/s/
Charles Boynton 

	Name:	Charles Boynton
	Title:	Executive Vice President and 

Chief Financial Officer
	 	 	 





 






	SUNPOWER CORPORATION, SYSTEMS
	 
	 
	By:	/s/
Charles Boynton 

	Name:	Charles Boynton
	Title:	Chief Financial Officer
	 	 	 





 











	SUNPOWER NORTH AMERICA, LLC
	 
	 
	By:	/s/
Charles Boynton 

	Name:	Charles Boynton
	Title:	Chief Financial Officer
	 	 	 





 
















	SUNPOWER CAPITAL, LLC
	 
	 
	By:	/s/
Mandy Yang

	Name:	Mandy Yang
	Title:	Chief Financial Officer  and Treasurer
	 	 	 





 


 


	 






 


 





Signature Page To
First Amendment to Security Agreement


 











 



     


     

    




 


 










	CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
    as Security Agent



	 
	 
	By:	/s/
Lucie Campos Caresmel

	Name:	Lucie Campos Caresmel
	Title:	Director
	 
	By:	/s/
Kaye Ea

	Name:	Kaye Ea
	Title:	Managing Director
	 	 	 



 


 



 



 


	 








 


 


 


Signature Page To
First Amendment to Security Agreement