FIRST AMENDMENT TO
CREDIT AGREEMENT 



        THIS
AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into this
15th day of May, 2009, by and between ORION ENERGY SYSTEMS, INC., a Wisconsin
corporation and GREAT LAKES ENERGY TECHNOLOGIES, LLC, a Wisconsin limited liability
company (“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 March 18, 2008, 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
1.4 is hereby deleted in its entirety, and the following substituted           therefor:  




        “SECTION
1.4. COLLATERAL. As security for all indebtedness and other obligations of Borrower to
Bank, Borrower grants Bank a first lien security interest in all Borrower’s accounts
receivable and other rights to payment, general intangibles and inventory, and Borrower
also grants to Bank a security interests of second lien priority in all Borrower’s
equipment and fixtures. 



        As
security for all indebtedness and other obligations of Borrower to Bank subject hereto,
Borrower shall cause Orion Asset Management, LLC and Clean Energy Solutions, LLC to grant
to Bank security interests of first priority in all accounts receivable and other rights
to payment, general intangibles, inventory, equipment and fixtures. 



        All
of the foregoing shall be evidenced by and subject to the terms of such security
agreements, financing statements and other documents as Bank shall reasonably require, all
in form and substance satisfactory to Bank. Borrower shall pay to Bank immediately upon
demand the full amount of all charges, costs and expenses (to include fees paid to third
parties and all allocated costs of Bank personnel), expended or incurred by Bank in
connection with any of the foregoing security, including without limitation, filing and
recording fees and costs of appraisals and audits.” 



        2.                 The
following is hereby added to the Credit Agreement as Section 1.5:  




        “SECTION
1.5. GUARANTIES. The payment and performance of all indebtedness and other obligations of
Borrower to Bank shall be guaranteed jointly and severally by Orion Asset Management, LLC
and Clean Energy Solutions, LLC, as evidenced by and subject to the terms of guaranties in
form and substance satisfactory to Bank.” 




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        3.                 Section
4.3 (e) is hereby deleted in its entirety, and the following substituted
          therefor:  




        “(e)                 contemporaneously
with each annual and monthly financial statement of Borrower           required hereby, a
certificate of an authorized officer of Borrower that said           financial statements
are accurate and that there exists no Event of Default nor           any condition, act
or event which with the giving of notice or the passage of           time or both would
constitute an Event of Default, which certificate shall be           accompanied by
current account statements for Borrower’s deposit, brokerage           and other
accounts containing all unencumbered liquid assets;" 




        4.                 Section
4.3 (f) is hereby deleted in its entirety, and the following substituted
          therefor:  




        “(f)                 Notice
of any pending or threatened litigation or other adversarial proceedings           in any
court or other forum where the amount being claimed against Borrower is           in
excess of $500,000.00, and promptly upon receipt, and in any event no more           than
ten (10) days after filing or receipt, copies of all pleadings, notices,           court
papers, or motions concerning a dispositive issue filed by any party with
          respect to such litigation or other adversarial proceedings, and copies of any
          order or judgment filed by the court, with respect to such litigation or
          proceedings, together with any non-privileged discovery materials that Bank in
          its sole discretion deems appropriate for its review;" 




        5.                 Section
4.8 is hereby deleted in its entirety, and the following substituted           therefor:  




        “Section
4.8.     Intentionally omitted.” 




        6.                 Section 4.9
(b) is hereby deleted in its entirety, and the following           substituted therefor:  




        “(b)                 Net
income after taxes not less than $500,000.00 on a rolling 4-quarter basis,
          determined as of each fiscal quarter end.” 




        7.                 The
following is hereby added to the Credit Agreement as Section 4.9 (d):  




        “(d)                 Borrower
shall maintain unencumbered liquid assets (defined as cash, cash           equivalents
and/or publicly traded quoted marketable securities and/or other           funds or
financial instruments that maybe converted to cash within 4 business           days and
are acceptable to Bank in its sole discretion) with an aggregate fair           market
value (determined by Bank in its sole discretion) of not less than
          $15,000,000.00 at any time.” 




        8.                 Section 5.2
is hereby deleted in its entirety, and the following           substituted therefor:  




        “SECTION
5.2. CAPITAL EXPENDITURES. Make any additional investment in fixed assets as follows: (i)
in an amount in excess of $14,000,000.00 in fiscal year end 2009 (not more than
$5,500,000.00 of which shall be used for purposes other than the Borrower’s tech
center expansion on Mirro Drive in Manitowoc, Wisconsin), (ii) in an amount in excess of
$4,500,000.00 in fiscal year end 2010, or (iii) in an amount in excess of $5,000,000.00
in any fiscal year thereafter.” 




        9.                 Section
5.4 is hereby deleted in its entirety, and the following substituted           therefor:  




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        “SECTION
5.4 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 to Bank, (b) indebtedness incurred for the purchase of equipment
in an amount not in excess of $2,000,000, (c) indebtedness to the Wisconsin Department of
Commerce in a principal amount not to exceed $200,000 pursuant to that certain Loan
Agreement dated as of January 27, 2009; provided that such indebtedness is at all times
subordinated to the indebtedness and obligations of Borrower to Bank pursuant a
subordination agreement in form and substance satisfactory to Bank, and (d) any other
liabilities of Borrower existing as of, and disclosed to Bank prior to, the date hereof. 



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




        “SECTION
5.5. MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any other
entity; make any substantial change in the nature of Borrower’s business as conducted
as of the date hereof; acquire all or substantially all of the assets of any other entity,
except up to $10,000,000.00 in cash or stock per annum, assuming Borrower is currently not
in default and the acquisition does not cause a default on a historical or pro-forma basis
with the covenants established (the limit shall be reduced to $-0- if the contemplated
acquisition requires the use of the Revolving Line of Credit to complete the acquisition);
nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion
of Borrower’s assets except in the ordinary course of its business.” 



        11.                 Section
5.8 is hereby deleted in its entirety, and the following substituted           therefor:  




        “SECTION
5.8 DIVIDENDS, DISTRIBUTIONS. Declare or pay any dividend or distribution either in cash,
stock or any other property on Borrower’s stock now or hereafter outstanding, nor
redeem, retire, repurchase or otherwise acquire any shares of any class of Borrower’s
stock now or hereafter outstanding; provided, however, so long as no Event of Default has
occurred that is continuing (or would, on a pro forma basis, occur as a result thereof),
Borrower may repurchase shares of its stock pursuant the stock repurchase program approved
by its board of directors on July 16, 2008 and December 12, 2008, the aggregate amount of
all stock repurchases not to exceed $30,000,000.00. “ 



        12.                 Section
5.10 is hereby deleted in its entirety, and the following substituted           therefor:  




        “SECTION
5.10 PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in,
or lien upon, all or any portion of Borrower’s assets now owned or hereafter
acquired, except any of the foregoing in favor of Bank or which is existing as of, and
disclosed to Bank in writing prior to, the date hereof, other than (i) security interests
or liens granted for purposes of securing purchase money indebtedness otherwise permitted
under the terms of this Agreement and (ii) security interests or liens granted to secure
the indebtedness to the Wisconsin Department of Commerce permitted under the terms of this
Agreement; provided that such security interests and liens in this clause (ii) shall at
all times be subordinated to the security interests and liens in favor of Bank pursuant to
a subordination agreement in form and substance satisfactory to Bank. 



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        13.                 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.  




        14.                 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.  




        15.                 The
parties hereto affirm and agree that the effective date of this Amendment           shall
be as of March 31, 2009.  




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



		WELLS FARGO BANK,
	ORION ENERGY SYSTEMS, INC.	NATIONAL ASSOCIATION
	
By:  /s/ Neal R. Verfuerth	By:  /s/ Thomas Fameree
	    Neal R. Verfuerth, President/	    Thomas Fameree, Vice President
	    Chief Executive Officer
	
GREAT LAKES ENERGY
	TECHNOLOGIES, LLC
	
By:  /s/ Neal R. Verfuerth
	  Neal R. Verfuerth, Manager













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