ex10-38.htm


     EXHIBIT
10.38

    
      
         

        
          	 
      

                  
                    CONFIDENTIAL
      TREATMENT REQUESTED

                    --

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

                  

                   

                


        

         

         

        DATED
THIS       18                                                                DAY
OF                                         DEC                                2008

         

         

         

         

         

        BETWEEN

         

         

         

         

         

         

        GOVERNMENT
OF MALAYSIA

        (the
“Lender”)

         

         

         

         

         

         

        AND

         

         

         

        SUNPOWER  MALAYSIA  MANUFACTURING  SDN.
BHD

        (COMPANY
NO. 824246-W)

        (the
“Borrower”)

         

         

         

         

         

         

         

         

        ______­­­­­­________________________________________

         

         

        FACILITY
AGREEMENT

      

      
         

         

         

         

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    Table
of Content

    
       

      
         

        
          
            	
                     1.

                  	
                     INTERPRETATION

                  	 
      	
                     2

                  
	 
      	 
      	 
      	 
      
	
                     2.

                  	
                     THE
      FACILITY

                  	 
      	
                     8

                  
	 
      	 
      	 
      	 
      
	
                     4.

                  	
                     DISBURSEMENT

                  	 
      	
                     10

                  
	 
      	 
      	 
      	 
      
	
                     6.

                  	
                     INTEREST AND
      DEFAULT INTEREST

                  	 
      	
                     12

                  
	 
      	 
      	 
      	 
      
	
                     7.

                  	
                     REPAYMENT

                  	 
      	
                     13

                  
	 
      	 
      	 
      	 
      
	
                     8.

                  	
                     PREPAYMENT

                  	 
      	
                     14

                  
	 
      	 
      	 
      	 
      
	
                     9.

                  	
                     CREATION OF
      SECURITY

                  	 
      	
                     14

                  
	 
      	 
      	 
      	 
      
	
                     10.

                  	
                     REPRESENTATIONS AND WARRANTIES

                  	 
      	
                    14

                  
	 
      	 
      	 
      	 
      
	
                     11.

                  	
                     PARTICULAR
      COVENANTS

                  	 
      	
                    16

                  
	 
      	 
      	 
      	 
      
	
                     12.

                  	
                     DEFAULT

                  	 
      	
                    20

                  
	 
      	 
      	 
      	 
      
	
                     13.

                  	
                     FULL
      PAYMENT

                  	 
      	
                    23

                  
	 
      	 
      	 
      	 
      
	
                     14.

                  	
                     EXPENSES AND
      COSTS

                  	 
      	
                    23

                  
	 
      	 
      	 
      	 
      
	
                     15.

                  	
                     ASSIGNMENT
      AND TRANSFERS

                  	 
      	
                    23

                  
	 
      	 
      	 
      	 
      
	
                     16.

                  	
                     CHANGE IN
      LAW

                  	 
      	
                    24

                  
	 
      	 
      	 
      	 
      
	
                     17.

                  	
                     INDEPENDENT
      EXERCISE OF RIGHTS

                  	 
      	
                    24

                  
	 
      	 
      	 
      	 
      
	
                     18.

                  	
                     RIGHTS
      CUMULATIVE, WAIVERS

                  	 
      	
                    24

                  
	 
      	 
      	 
      	 
      
	
                     19.

                  	
                     TIME

                  	 
      	
                    25

                  
	 
      	 
      	 
      	 
      
	
                     20.

                  	
                     AMENDMENT

                  	 
      	
                    25

                  
	 
      	 	 
      	 
      
	
                     21.

                  	
                     NOTICES

                  	 
      	
                    25

                  
	 
      	 
      	 
      	 
      
	
                     22.

                  	
                     SEVERABILITY

                  	 
      	
                    26

                  
	 
      	 
      	 
      	 
      
	
                     23.

                  	
                     GOVERNING LAW
      AND JURISDICTION

                  	 
      	
                    26

                  
	 
      	 
      	 
      	 
      
	
                     24.

                  	
                     COMPLIANCE
      WITH LAWS

                  	 
      	
                    26

                  
	 
      	 
      	 
      	 
      
	
                     25.

                  	
                     PRINCIPAL
      INSTRUMENT

                  	 
      	
                    27

                  


          



      

    

    
      	 
      	
              Schedule
      1  –  Project and Project Cost

            	 
      
	 
      	
              Schedule
      2  –  Form of Certificate Notice

            	 
      
	 
      	
              Schedule
      3  –  Form of Drawdown

            	 
      
	 
      	
              Schedule
      4  –  Form of Receipt

            	 
      
	 
      	
              Schedule
      5  –  Repayment Schedule

            	 
      
	 
      	
              Schedule
      6  –  Form of Prepayment Notice

            	 
      
	 
      	
              Schedule
      7  –  Form of Certificate of Payment

            	 
      
	 
      	
              Schedule
      8  –  Form of Withdrawal Notice

            	 
      


    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

     

    THIS
AGREEMENT is made on
the                                                                                                           18           day
of       DEC2008

     

     

    BETWEEN

     

     

    
      	
              (1)

            	
              THE
      GOVERNMENT OF MALAYSIA, for this purpose being represented by the
      Ministry of Finance, Malaysia and having its address at Kompleks
      Kementerian Kewangan, No. 5, Persiaran Perdana, Precinct 2, 62592
      Putrajaya (the “Lender”)
      of the one part,

            


    

     

     

    AND

     

     

    
      	
              (2)

            	
              SUNPOWER
      MALAYSIA MANUFACTURING SDN
      BHD (Company No. 824246-W), a
      company incorporated in Malaysia under the Companies Act 1965 and having
      its registered address at  Level 41 – Suite B, Menara Maxis,
      Kuala Lumpur City Centre, 50088 Kuala Lumpur (the “Borrower”)
      of the other part.

            


    

     

     

    WHEREAS

     

    
      	
              A.  

            	
              The
      Borrower is a company incorporated in Malaysia under the Companies Act
      1965 and is in the business of manufacturing and sale of solar powered
      products.

            


    

     

    
      	
              B.

            	
              In
      consideration of the Borrower agreeing to undertake the Project (as
      hereinafter defined) the Lender has agreed to make available to the
      Borrower a fixed rate term loan facility of up to the aggregate principal
      amount of Ringgit One Billion (RM1,000,000,000.00) only (“Facility”),
      upon the terms and conditions contained
herein.

            


    

     

    
      	
              C.

            	
              In
      order to secure all amounts owing by the Borrower to the Lender under the
      Facility, the Borrower has agreed to create certain security in favour of
      the Lender.

            


    

     

     

    
      	
               
      

            	
              IT IS
      HEREBY AGREED as
follows:

            


    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    1.           INTERPRETATION

     

     

    
      	
              1.1

            	
              In
      this Agreement, unless the context otherwise requires, the following words
      and expressions shall have the following
  meanings:

            


    

     

    
      	
              Accrued
      Interest A

            	
              means
      the aggregate interest accrued up to the First Repayment Date on the
      aggregate amount of all Drawdowns made in respect of Tranche
      A;

            


    

     

    
      	
              Accrued
      Interest B

            	
              means
      the aggregate interest accrued up to the First Repayment Date on the
      aggregate amount of all Drawdowns made in respect of Tranche
      B;

            


    

     

    
      	
              Availability
      Period

            	
              means
      the period of sixty (60) months commencing from the date of execution of
      this Agreement;

            


    

     

    
      	
               
      

            	
              Borrower

            	
              means
      SunPower Manufacturing Malaysia Sdn. Bhd. (Company No. 824246-W), a
      company incorporated in Malaysia under the Companies Act 1965 and having
      its registered address at   Level 41 – Suite B, Menara
      Maxis, Kuala Lumpur City Centre, 50088 Kuala Lumpur and includes its
      successors in title and permitted
assigns;

            


    

     

    
      	
               
      

            	
              Business
      Day

            	
              means
      any day (other than a Saturday, Sunday, public holiday or unscheduled
      holiday in Kuala Lumpur) on which banks are open for business in Kuala
      Lumpur;

            


    

     

    
      	
               
      

            	
              Debenture

            	
              means
      the debenture to be executed by the Borrower in favour of the Lender for
      purpose of securing the repayment of the Outstanding
    Amount;

            


    

     

    
      	
              Deed
      of Assignment

            	
              means
      the agreement between the Borrower and the Lender of even date in respect
      of the assignment by the Borrower of all its rights, interest and title in
      and to the Special Loan Account in favour of the
  Lender;

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              Drawdown

            	
              means
      the amount of a drawdown made or to be made under Clause
  4;

            


    

     

    
      	
              Drawdown
      Date

            	
              means
      the date on which a Drawdown is made pursuant to Clause
  4;

            


    

     

    
      	
               
      

            	
              Effective
      Date

            	
              means
      the first Drawdown Date;

            


    

     

    
      	
              Event
      of Default

            	
              means
      any of the events mentioned in Clause 12.1 hereof or any event which, with
      the lapse of time and/or the giving of notice would constitute any of the
      events mentioned in Clause 12.1;

            


    

     

    
      	
               
      

            	
              Facility

            	
              means
      the fixed rate term loan facility in the maximum aggregate principal
      amount of Ringgit One Billion (RM1,000,000,000.00) only, which comprises
      of Tranche A and Tranche B which is more particularly set out in Clause
      2.2;

            


    

     

    
      	
              Final
      Repayment Date

            	
              means
      30 October 2016;

            


    

     

    
      	
              First
      Repayment Date

            	
              means
      30 July 2015;

            


    

     

     

    
      	
               
      

            	
              Indebtedness

            	
              means
      at any given time, the Outstanding Amount and all other indebtedness of
      the Borrower to the Lender arising under or in connection with the
      Facility or this Agreement irrespective of whether the debts or
      liabilities are present or future, actual, prospective or contingent, owed
      or incurred as principal, interest, fees, charges, taxes, duties,
      reasonable damages (whether for breach of contract or tort or incurred on
      any other ground), losses, costs, expenses or on any other
      account;

            


    

     

     

    
      	
               
      

            	
              Lender

            	
              means
      the Government of Malaysia;

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	
              Loan
      Withdrawal Notice

            	
              means
      the notice as specified under Clause 5.4 and in the form set out in
      Schedule 8 of this Agreement.

            


    

     

    
      	
              Material
      Adverse Effect

            	
              means
      any event, circumstance or condition materially impairing the ability of
      the Borrower to perform its financial obligations under this Agreement and
      the Borrower does not take any action to remedy such event, circumstance
      or condition within thirty (30) Business
Days.

            


    

     

    
      	
               
      

            	
              MIDA

            	
              Malaysian
      Industrial Development Authority, a body incorporated under the Malaysian
      Industrial Development Authority (Incorporation) Act 1965, being an agency
      under the Ministry of International Trade and
  Industry;

            


    

     

    
      	
               
      

            	
              Month

            	
              means
      a period beginning in one (1) calendar month and ending in the next
      calendar month on the day numerically corresponding to the day of the
      calendar month on which it commences or, where there is no date in the
      next calendar month numerically corresponding as aforesaid, the last day
      of such calendar month (and “months”, “monthly” shall be construed
      accordingly);

            


    

     

    
      	
              Outstanding
      Amount

            	
              collectively
      means Outstanding Amount A and Outstanding Amount
  B;

            


    

     

     

    
      	
              Outstanding
      Amount A

            	
              means
      at any given time, the aggregate amount of all Drawdowns made in respect
      of Tranche A and all Accrued Interest
A;

            


    

     

    
      	
              Outstanding
      Amount B

            	
              means
      at any given time, the aggregate amount of all Drawdowns made in respect
      of Tranche B and all Accrued Interest
B;

            


    

     

    
      	
              Prepayment
      Notice

            	
              means
      a notice of prepayment from the Borrower to the Lender, in the form or
      substantially in the form set out in Schedule
6;

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              Project

            	
              means
      the design, development and manufacture of silicon photovoltaic wafers,
      cells, modules panels as more particularly describe in detail in Schedule
      1, in Malaysia;

            


    

     

    
      	
               
      

            	
              Receipt

            	
              means
      the notice issued by the Borrower to the Lender certifying the receipt of
      the Drawdown on the relevant Drawdown Date, in the form set out in
      Schedule 4;

            


    

     

    
      	
              Repayment
      Dates

            	
              subject
      to Clauses 1.2(b) and 7, means the dates as set out in the Repayment
      Schedule as annexed in Schedule 5
herein;

            


    

     

    
      	
              Repayment
      Period

            	
              means
      the period commencing from the First Repayment Date to the Final Repayment
      Date;

            


    

     

    
      	
              Repayment
      Schedule

            	
              means
      the schedule of repayments in the amounts and at the times as set out in
      Schedule 5A and Schedule 5B referred to in Clause 6.1(a) and Clause 6.1(b)
      respectively;

            


    

     

    
      	
              RM
      and Ringgit

            	
              means
      the lawful currency of Malaysia;

            


    

     

    
      	
               
      

            	
              Security

            	
              means
      the security granted by the Borrower in favour of the Lender in connection
      with this Agreement;

            


    

     

    
      	
              Security
      Account Bank

            	
              means
      Malayan Banking Berhad or any other bank or financial institution approved
      by the Lender in substitution thereof for the time being for maintaining
      the Special Loan Account;

            


    

     

    
      	
              Security
      Interest

            	
              means
      any mortgage, charge, pledge, lien, right of set-off or other security
      interest whatsoever or howsoever created or arising, other than liens and
      rights of set off arising in the ordinary course of
    business;

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              Shareholders

            	
              means
      the persons for the time being holding shares in the Borrower and
      registered as members of the Borrower in its register of members, and
      includes their respective successors in title and
  assigns;

            


    

     

    
      	
              Special
      Loan Account

            	
              means
      the account opened and maintained by the Borrower with the Security
      Account Bank under account number *** pursuant to and in accordance with
      the terms of the Deed of
Assignment;

            


    

     

    
      	
               
      

            	
              Tranche
      A

            	
              means
      that part of the Facility made available or to be made available to the
      Borrower pursuant to Clause 2.2(a);

            


    

     

    
      	
               
      

            	
              Tranche
      B

            	
              means
      that part of the Facility made available or to be made available to the
      Borrower pursuant to Clause 2.2(b).

            


    

     

    
      	
               
      

            	
              1.2

            	
              (a)

            	
              Unless
      the context otherwise requires, any reference in this Agreement to
      -

            


    

     

    
      	
               
      

            	
              (i)

            	
              an
      “agreement” also includes a concession, contract, deed, franchise licence,
      treaty or undertaking (in each case written) and a reference in this
      Agreement to any contract or agreement shall be a reference to such
      contract or agreement as modified or amended from time to time save that
      where a word or expression has been defined in Clause 1.2 by reference to
      the meaning ascribed thereto by such contract or agreement, the reference
      in Clause 1.2 to such contract or agreement shall be a reference to such
      contract or agreement as modified or amended as at the date of this
      Agreement;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      “assets” of the Borrower shall be construed as a reference to the whole or
      any part of its business undertaking, property assets, revenue and rights
      (including any right to receive
revenues);

            


    

     

    
      	
               
      

            	
              (iii)

            	
              a
      “guarantee” also includes any other obligation (howsoever called) of any
      person to pay, purchase, provide funds (whether by way of the advance of
      money, the purchase of or subscription for shares or other securities, the
      purchase of assets or services, or

            


    

     

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

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              otherwise)
      for the payment of indemnity against the consequences of default in the
      payment of, or otherwise be responsible for, any indebtedness of any other
      person;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              “indebtedness”
      includes any obligation (whether present or future, actual or contingent,
      secured or unsecured, as principal or surety or otherwise) for the payment
      or repayment of money;

            


    

     

    
      	
               
      

            	
              (v)

            	
              a
      “law” includes common or customary law, any constitution, decree,
      judgment, legislation, order, ordinance, regulation, statute, treaty or
      otherwise legislative measure in any jurisdiction or any present or future
      directive, regulation, request or requirement (in each case, whether or
      not having the force of law but, if not having the force of law, the
      compliance with which is in accordance with the general practice of
      persons to whom the directive, regulation, request or requirement is
      addressed);

            


    

     

    
      	
               
      

            	
              (vi)

            	
              a
      “person” includes an individual, partnership, corporation, company, trust,
      unincorporated association, joint venture, governmental authority or other
      entity of whatever nature;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              “taxes”
      includes all present and future taxes, levies, imposts, duties, fees or
      charges of whatever nature together with interest thereon and penalties in
      respect thereof and “taxation” shall be construed
    accordingly.

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      the Drawdown Date or the Repayment Date falls on a day which is not a
      Business Day, the Drawdown Date, the Interest Payment Date or the
      Repayment Date shall be the Business Day immediately
      following.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Reference
      to the masculine gender includes the feminine and vice
    versa.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Reference
      to the singular includes the plural and vice
  versa.

            


    

     

    
      	
               
      

            	
              (e)

            	
              References
      to any statute shall be a reference to that statute as amended or
      re-enacted from time to time.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (f)

            	
              References
      to Clauses and Schedules shall unless otherwise expressly provided be
      references to Clauses and Schedules to this
  Agreement.

            


    

     

    
      	
               
      

            	
              (g)

            	
              Headings
      are for ease of reference only.

            


    

     

     

    2.           THE
FACILITY

     

    
      	
              2.1

            	
              The
      maximum aggregate principal amount of the Facility is Ringgit One Billion
      (RM1,000,000,000.00) only and the Lender shall make available the Facility
      to the Borrower upon the terms and conditions of this
      Agreement.

            


    

     

    
      	
              2.2

            	
              The
      Facility shall be made available in two (2) tranches in the following
      amount:

            


    

     

    
      	
              (a)  

            	
              Tranche
      A which shall not exceed Ringgit *** (RM***) only;
  and

            


    

     

    
      	
              (b)  

            	
              Tranche
      B which shall not exceed Ringgit *** (RM***)
  only.

            


    

     

    
      	
              2.3

            	
              The
      tenure of the Facility is for a period not exceeding ninety eight (98)
      months from the first Drawdown Date to the Final Repayment
      Date.

            


    

     

    
      	
              2.4

            	
              The
      Facility is granted hereunder only to finance the cost of the
      Project  which is set out in details in Schedule
    1.

            


    

     

     

    
      	
              3.

            	
              CONDITIONS
      PRECEDENT

            


    

     

    
      	
              3.1

            	
              The
      Facility shall become available to the Borrower after the Lender shall
      have received in such form and substance satisfactory to it
    -

            


    

     

    
      	
              (a)  

            	
              the
      duly executed and stamped copy of this Agreement, the Debenture and the
      Deed of Assignment;

            


    

     

    
      	
              (b)  

            	
              a
      certificate signed by two (2) authorised signatories and the Company
      Secretary of the Borrower in the form or substantially in the form set out
      in Schedule 2 together with certified true copies of the following
      documents:

            


    

     

    
      	
               
      

            	
              (i)

            	
              a
      copy of the appropriate resolution of the board of directors of the
      Borrower authorising -

            


    

     

     

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

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (aa)

            	
              the
      acceptance and utilization of the Facility on the terms and conditions of
      this Agreement;

            


    

     

    
      	
              (bb)  

            	
              the
      execution of this Agreement, the Debenture and the Deed of Assignment
      under the common seal of the
Borrower;

            


    

     

    
      	
              (cc)  

            	
              a
      person or persons to sign and give all requests, notices, certificates and
      other documents to be given by the Borrower under or in connection with
      the Facility or this Agreement and generally to act for and on behalf of
      the Borrower in respect of the transaction and matters thereunder or
      relating thereto or in connection therewith;
and

            


    

     

    (dd)                      the
opening of the Special Loan Account;

     

    
      	
               
      

            	
              (ii)

            	
              a
      copy each of the certificate of incorporation, the Memorandum and Articles
      of Association, the latest Form 24 and the Form 49 of the
      Borrower;

            


    

     

    
      	
               
      

            	
              (c)

            	
              a
      copy of the acknowledgment of notice of assignment in respect of the Deed
      of Assignment duly acknowledged from the Security Account
      Bank;

            


    

     

    
      	
               
      

            	
              (d)

            	
              a
      written confirmation by the Borrower’s solicitors confirming the
      following:-

            


    

     

    
      	
               
      

            	
              (i)

            	
              that
      the Special Loan Account has been opened and the mandates are in
      accordance with the terms of the relevant resolution of the board of
      directors;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              that
      Form 34 (as prescribed under the Companies Act 1965 (the “Act”)
      in respect of the Debenture and the Deed of Assignment shall have been
      duly executed by the Borrower and shall have been lodged with
      the  Registrar of Companies for registration pursuant to Section
      108 of the Act;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              that
      the notice of assignment in respect of the Deed of Assignment shall have
      been served on the Security Account Bank and the acknowledgement thereof
      shall have been obtained; and

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (iv)

            	
              that
      the power of attorney given pursuant to the Debenture and the Deed of
      Assignment has been lodged for registration  with the High Court
      of the States of Malaya;

            


    

     

    
      	
              (e)  

            	
              the
      result of the search carried out by the Borrower at the Jabatan Insolvensi
      Malaysia which confirms  that the Borrower has not been wound
      up.

            


    

     

    
      	
              (f)  

            	
              A
      letter of comfort from the
Shareholders.

            


    

     

     

    4.           
DISBURSEMENT

     

    
      	
              4.1

            	
              Subject
      to Clause 5, The Lender shall disburse the Tranche A in *** installments
      in the following manner:

            


    

     

    
      	
              Disbursement

               

            	
              Drawdown
      Date

               

            	
              Amount

            
	
              ***

            	
              ***

               

            	
              ***

            
	
              Tranche
      A Total

            	
              RM***

               

            


    

     

    
      	
              4.2  

            	
              Subject
      to Clause 5, The Lender shall disburse the Tranche B in *** installments
      in the following manner:

            


    

     

    
      	
              Disbursement

               

            	
              Drawdown
      Date

               

            	
              Amount

            
	
              ***

            	
              ***

               

            	
              ***

            
	
              Tranche
      B Total

            	
              RM***

               

            


    

     

     

    
      	
              5.

            	
              PROCEDURE
      FOR DRAWDOWN

            


    

     

     

     

     

     

     

     

     

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

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
      	
              5.1

            	
              For
      the purpose of the drawdown of the Facility, the Borrower shall fulfill
      the following conditions:

            


    

     

    
      	
              (a)  

            	
              the
      Borrower has given at least seven (7) days prior notice in writing to the
      Lender in the form or substantially in the form as set out in Schedule 3
      specifying the proposed amount of the Drawdown and the proposed Drawdown
      Date provided that

            


    

     

    
      	
              (i)  

            	
              in
      respect of the first Drawdown under Tranche A, notice may be given
      concurrent with the execution of this
Agreement.

            


    

     

    
      	
              (ii)  

            	
              in
      respect of Tranche B, the Borrower will, if it intends to utilize Tranche
      B, give the Lender three (3) months prior notice of such intended
      utilization. If by the date three (3) months prior to the date for
      disbursement of the first Drawdown of Tranche B, the Borrower has not
      given notice of its intended utilization Tranche B shall be automatically
      cancelled.

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      conditions precedent set out in Clause 3 have been duly
      fulfilled;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      proposed Drawdown is made on a Business Day during the Availability
      Period; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Facility has not been suspended or cancelled in accordance with Clause
      12.1.

            


    

     

    
      	
              5.2

            	
              Subject
      to the terms and conditions of this Agreement, all Drawdowns shall be
      disbursed to the Borrower by crediting such amount into the Special Loan
      Account.

            


    

     

    
      	
              5.3

            	
              Within
      three (3) Business Days after the Drawdown Date, the Borrower shall
      deliver to the Lender a written acknowledgment certifying the receipt of
      the amount of that Drawdown, duly signed by the Borrower, in the form set
      out in Schedule 4.

            


    

     

    
      	
              5.4

            	
              Subject
      to the Deed of Assignment, for so long as any amounts are payable by the
      Borrower to the Lender under this Agreement, the Borrower may make
      withdrawal from the Special Loan Account for the purpose of the
      Project at any time provided that the Borrower has submitted to MIDA a
      Loan Withdrawal Notice (in the form as set out in Schedule 8) together
      with a certificate of payment (in the form as set out in Schedule 7) for
      withdrawal from the Special Loan Account together with the cheque(s) for
      such withdrawal signed by the 

            


    

     

    

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
        	 	 Borrower’s
      signatory. The Lender shall, within seven (7) days of the receipt of the
      certificate of payment duly certified by MIDA, sign and return the
      cheque(s) to the Borrower, for the withdrawal of funds from the Special
      Loan Account provided that in any event the Lender shall, within fourteen
      (14) days of the delivery by the Borrower of the certificate of
      payment to MIDA, sign and return the cheque(s) to the Borrower, for the
      withdrawal of funds from the Special Loan
Account.


      

       

    

     

     

    6.           INTEREST
AND DEFAULT INTEREST

     

    
      	
              6.1  

            	
              Interest
      payable:

            


    

     

    
      	
              (a)  

            	
              in
      respect of the aggregate amount of all Drawdowns made in respect of
      Tranche A, for the period from the first Drawdown Date on Tranche A up to
      the First Repayment Date, shall be the fixed rate of *** per centum (***%)
      per annum and shall be calculated on the basis of a year of 365 days and
      the actual number of days elapsed;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      respect of the aggregate amount of all Drawdowns made in respect of
      Tranche B, for the period from the first Drawdown Date on Trahche B up to
      the First Repayment Date, shall be the fixed rate of *** per centum (***%)
      per annum and shall be calculated on the basis of a year of 365 days and
      the actual number of days elapsed.

            


    

     

    6.2           Interest
payable for the Repayment Period shall:

     

    
      	
               
      

            	
              (a)

            	
              in
      respect of the principal amounts remaining outstanding from time to time
      in respect of Tranche A, be at the fixed rate of *** per centum (***%) per
      annum and shall be calculated on the basis of a year of 365 days and the
      actual number of days elapsed; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      respect of the principal amounts remaining outstanding from time to time
      in respect of Tranche B, be at the fixed rate of *** per centum (***%) per
      annum and shall be calculated on the basis of a year of 365 days and the
      actual number of days elapsed.

            


    

     

     

    
      	
              6.3

            	
              All
      interest accrued under Clause 6.1 shall be capitalized on the First
      Repayment Date and the aggregate of such amount shall be paid in
      full

            


    

     

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

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    to
the Lender on the Repayment Date following the First Repayment
Date.

     

    
      	
              6.4

            	
              All
      interest accrued under Clause 6.2 shall be paid in arrears on the
      successive Repayment Dates following the First Repayment
    Date.

            


    

     

    
      	
              6.5

            	
              Without
      in any way limiting or restricting the rights of the Lender specified in
      this Agreement, if the Borrower shall default in the payment of any sum or
      sums becoming due under this Agreement upon the due date or dates for the
      payment of such sum or sums the Borrower shall, as agreed damages, pay to
      the Lender late payment charges on such sum or sums at a rate of interest
      of *** during the period commencing on the date such sum or sums become
      due for payment until the date or dates of actual payment. Further, if the
      Borrower shall fail to pay such interest as abovementioned within seven
      (7) days after any demand by the Lender such interest shall be compounded
      monthly and shall carry further interest at the rate specified in this
      Clause 6.3.

            


    

     

     

     

    7.           REPAYMENT

     

    
      	
              7.1

            	
              Subject
      to the provisions of this Agreement, the Borrower hereby agrees that it
      shall pay to the account of the Lender
–

            


    

     

    
      	
              (a)  

            	
               the
      scheduled repayment amounts as specified in Schedule 5A towards payment of
      the Outstanding Amount A; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      scheduled repayment amounts as specified in Schedule 5B towards payment of
      the Outstanding Amount B.

            


    

     

    
      	
              7.2

            	
              The
      Borrower shall ensure that it shall pay and/or cause to be paid into the
      Special Loan Account, the relevant scheduled repayment amounts referred to
      in Clause 7.1

            


    

     

    
      	
              7.3

            	
              In
      respect of the sixth scheduled Repayment Date, not less than one hundred
      and twenty days (120) days prior to the sixth scheduled Repayment Date,
      the Borrow shall provide the Lender with its auditors certification on the
      balance of the Outstanding Amount (“Certified Balance”), within thirty
      (30) days from the date of receipt of the said auditors’ certification
      (and in the absence of manifest error, such confirmation given by the
      Lender shall be conclusive and binding on the
  parties).

            


    

     

     

     

     

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

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    8.           PREPAYMENT

     

    
      	
              8.1

            	
              Subject
      to Clause 8.3, the Borrower may at its own discretion on any Business Day,
      prepay the Outstanding Amount in whole or in part to the account of the
      Lender, provided always that the Borrower has given the Lender not less
      than thirty (30) days notice stating the amount to be prepaid in the form
      or substantially in the form set out in Schedule 6
  hereof.

            


    

     

    
      	
              8.2

            	
              Any
      amount prepaid shall not be available for redrawing at any time
      thereafter.

            


    

     

    
      	
              8.3

            	
              In
      the event that the Borrower has prepaid any part of the Outstanding
      Amount, the Lender shall prepare and submit to the Borrower a revised
      repayment schedule to replace the schedules referred to in Clause 7.1
      taking into account the amount that has been prepaid by the Borrower. The
      revised repayment schedule shall form part of this Agreement and shall not
      be amended without the prior written approval of the Lender being
      obtained.

            


    

     

     

     

    9.           CREATION
OF SECURITY

     

    
      	
              9.1

            	
              As
      security for the due and punctual payment of the Outstanding Amount, all
      interest accrued thereon and all other amounts whatsoever payable by the
      Borrower to the Lender hereunder, the Borrower shall execute in favour of
      the Lender the Debenture and the Deed of
  Assignment.

            


    

     

     

     

    10.           REPRESENTATIONS
AND WARRANTIES

     

    
      	
              10.1

            	
              The
      Borrower represents and warrants to the Lender as
  follows:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      Borrower is a company duly incorporated under the laws of Malaysia and has
      the power and authority to own its assets and to carry on its business as
      it is now being carried on;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Articles of Association of the Borrower incorporate provisions which
      authorise, and all necessary corporate action has been taken to authorise,
      and all authorisations of any governmental or other authority have been
      duly and unconditionally obtained and are in full force and effect which
      are required to authorise the Borrower to own its assets, carry
      

            


    

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	 	 on
      its business as they are now being conducted, and sign and deliver, and
      perform the transactions contemplated in this
  Agreement;


    

     

    
      	
               
      

            	
              (c)

            	
              the
      execution, delivery and performance of this Agreement and the transactions
      contemplated hereunder do not contravene any applicable law, regulation,
      decree, order, permit or contractual or other restriction binding on the
      Borrower or its assets;

            


    

     

    
      	
               
      

            	
              (d)

            	
              no
      litigation, arbitration or administration proceedings of any nature before
      any court, arbiter or governmental authority is presently pending nor to
      the knowledge of the Borrower threatened against the Borrower or its
      assets which may have a Material Adverse
Effect;

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      Borrower is not in default in the performance of any of its other
      obligations under any other contract or arrangement to which the Borrower
      is a party, which may have a Material Adverse
  Effect;

            


    

     

    
      	
               
      

            	
              (f)

            	
              no
      event has occurred which constitutes, or which with the giving of notice
      and/or the lapse of time and/or a relevant determination would constitute,
      a contravention of, or default under, any agreement or instrument by which
      the Borrower or any of its assets are bound or affected, being a
      contravention or default which may have a Material Adverse
      Effect;

            


    

     

    
      	
               
      

            	
              (g)

            	
              none
      of the assets of the Borrower is subject to any encumbrances other than
      the Security Interests created prior to the date of this Agreement and
      save as aforesaid, the Borrower is not a party to, nor is it or any of its
      assets bound by any order, agreement or instrument under which they, or in
      certain events may be, required to create or permit to exist any
      encumbrances;

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      Borrower has fully disclosed in writing to the Lender all relevant facts
      relating to the Borrower  that it would reasonably and normally
      consider as material for disclosure to the Lender;
  and

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      authorised paid-up capital of the Borrower is Ringgit Five Million
      (5,000,000.00) only and that the paid-up capital of the Borrower at the
      execution of this Agreement is Ringgit
Seven

            


    

    
 

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    Hundred
and Fifty Thousand (RM750,000.00) only. The Borrower shall increase its paid-up
capital so that it is not less than Ringgit *** in 2010 and thereafter until the
Outstanding Amount has been fully repaid.

     

    
      	
              10.2

            	
              The
      Borrower further represents and warrants to the Lender that the
      representations and warranties set out in Clause 10.1 shall remain true
      and correct in all material respects throughout the duration of the
      Facility.

            


    

     

     

    11.           PARTICULAR
COVENANTS

     

    
      	
               
      

            	
              For
      so long as any amounts are payable by the Borrower hereunder to the
      account of the Lender, the Borrower covenants and agrees that it
      shall:

            


    

     

    (a)           Agreements

     

    
      	
               
      

            	
              duly
      perform its obligations under this Agreement and undertake the Project
      with due diligence and efficiency;

            


    

     

    (b)           Negative
Covenants

     

    
      	
               
      

            	
              (A)

            	
              unless
      the Borrower has given notice to the Lender thirty (30) days prior written
      notice:

            


    

     

    
      	
               
      

            	
              (i)

            	
              not
      add to, delete, vary or amend its Memorandum or Articles of Association in
      any manner which would be inconsistent with the provisions of this
      Agreement, the Debenture  and the Deed of
      Assignment;

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              save
      for the agreement or arrangement which has been disclosed to and
      acknowledged by the Lender prior to this Agreement, not to enter into any
      partnership, profit-sharing or royalty agreement or other similar
      arrangement whereby the Borrower's income or profits are, or might be,
      diluted or shared with any other person or, save as aforesaid, enter into
      any management contract or similar arrangement whereby the Borrower's
      business or operations are managed by any other
  person;

            


    

     

     

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

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (iii)

            	
              not
      carry on any business other than its undertaking and enjoyment of
      the  Project;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              not
      incur, assume, guarantee or permit to exist any indebtedness other than
      indebtedness under this Agreement and or any other indebtedness arising in
      the ordinary course of its
  business;  and

            


    

     

    
      	
               
      

            	
              (v)

            	
              not
      to declare, pay or make any dividend or other distribution of a capital
      nature, whether in cash or otherwise, before it makes any dividend or
      other distributions of a capital nature to the directors, Shareholders
      and/or related or holding companies of the
  Borrower;.

            


    

     

    
      	
               
      

            	
              (B)

            	
              unless
      the Lender otherwise approves and the approval of which shall not be
      unreasonably withheld:

            


    

     

    
      	
               
      

            	
              (i)

            	
              not
      to create or permit to exist any Security Interest over the Security other
      than:

            


    

     

    
      	
               
      

            	
              (aa)

            	
              liens
      and rights of set-off arising in the ordinary course of its business (such
      as intercompany advances);

            


    

     

    
      	
               
      

            	
              (bb)

            	
              the
      Security Interest created or to be created under this Agreement;
      and

            


    

     

    
      	
               
      

            	
              (cc)

            	
              any
      other Security Interest, the creation of which has been approved by and/or
      disclosed to the Lender;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              not
      to make any loans to any person including the directors, Shareholders
      and/or related or holding companies of the Borrower, other
      than:-

            


    

     

    
      	
               
      

            	
              (aa)

            	
              loans
      or advances in respect of any credit or accommodation to the Borrower’s
      trade and sundry creditors,

            


    

     

    
      	
               
      

            	
              (bb)

            	
              advances
      to the Borrower’s contractors in carrying out any works for the Borrower
      in its ordinary course of business;
and

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (cc)

            	
              the
      loans given to the employees of the Borrower in the course of their
      employment;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              not
      reduce its authorised or issued and paid-up share
  capital.

            


    

     

    
      	
               
      

            	
              (C)

            	
              not
      pay or otherwise satisfy any indebtedness to its Shareholders or any part
      thereof or any interest thereon and shall keep such indebtedness
      subordinated to all rights, claims and actions which the Lender may now or
      hereafter have against the Borrower in respect of all amount secured
      hereunder;

            


    

     

    (c)           Financial
Statements

    furnish the Lender:

    
      	
               
      

            	
              (i)

            	
              as
      soon as practicable but not later than thirty (30) days after the
      Borrower's annual general meeting at which the relevant accounts are
      approved and in any event not later than six (6) months after the end of
      each financial year of the Borrower, a copy of the annual audited
      financial statements of the Borrower consisting of a balance sheet and a
      profit and loss account drawn up in accordance with the provisions of the
      Act  (as the same may from time to time be amended) and
      certified by a firm of independent certified public accountant to give a
      true and fair view of the state of affairs of the Borrower as at the end
      of that financial year and of its results for that financial
      year;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              within
      ninety (90) days after the end of the first half of each financial year of
      the Borrower, a copy of its audited or unaudited semi-annual financial
      statements similarly prepared and signed by an authorised signatory of the
      Borrower;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              in
      respect of each of the financial statements referred to in sub-paragraphs
      (i) and (ii), a certificate signed by an authorised signatory of the
      Borrower stating that, to the best of his knowledge and belief, such
      financial statements are correct and that the authorised signatory has
      made or caused to be made under his supervision a review of the financial
      position of the Borrower for the purposes of such certificate and that
      such review has not

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              disclosed
      the existence of, and the authorised signatory does not have knowledge of,
      any Event of Default or any default under any other agreements with its
      lenders, investors and contractors, and if any such event exists,
      specifying the nature and period of existence thereof and what action the
      Borrower has taken or is taking or proposes to take with respect thereof;
      and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              such
      other information on the financial position of the Borrower as the Lender
      may from time to time request;

            


    

     

    (d)           Conduct of
Business

     

    carry
on its business and affairs with due diligence and efficiency and in accordance
with sound financial and commercial standards and practices and in accordance
with its Articles of Association;

     

    
      	
               
      

            	
              (e)

            	
              Particulars
      of Business

            


    

     

    
      	
               
      

            	
              keep
      full and proper accounts of the carrying on of its business and affairs
      and cause the same to be properly posted up to date and prepare or cause
      to be prepared all financial statements to be delivered by it under this
      Agreement;

            


    

     

    
      	
               
      

            	
              (f)

            	
              Event
      of Default

            


    

     

    
      	
               
      

            	
              notify
      the Lender of the occurrence of any Event of Default or of any default
      under any other agreements or of any other occurrence of which it becomes
      aware which in its reasonable opinion might have a Material Adverse
      Effect;

            


    

     

    
      	
               
      

            	
              (g)

            	
              Notification
      of Change

            


    

     

    
      	
               
      

            	
              notify
      the Lender of any change in the persons authorised to sign notice of
      Drawdown and any certificates or other documents required in connection
      with this Agreement on behalf of the
Borrower;

            


    

     

    
      	
               
      

            	
              (h)

            	
              Inspection

            


    

     

    
      	
               
      

            	
              at
      all times allow the Lender or the authorised representative of the Lender
      to inspect all records of the Borrower pertaining to the Project and, so
      far as the Borrower is reasonably able to procure access for the Lender or
      its authorised representative,

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              all
      records pertaining to the Project kept elsewhere or by any other
      authorities or persons so far as such records relate to or affect the
      Borrower’s properties, assets and business and give to the Lender or its
      authorised representative such written authorities as may be required to
      enable the Lender or its authorised representative to inspect such
      records;

            


    

     

    
      	
               
      

            	
              (i)

            	
              Payment
      of Outgoings

            


    

     

    
      	
               
      

            	
              punctually
      pay all rents, rates, taxes and all outgoings payable in respect of its
      properties and/or the premises at which it carries on business and apply
      for all necessary licences and comply with all regulations relating to the
      carrying on of its business at such
premises;

            


    

     

    
      	
               
      

            	
              (j)

            	
              Authorisations

            


    

     

    
      	
               
      

            	
              not
      to do anything to jeopardise the continued maintenance in full force and
      effect of all authorisations, licences, approvals and consents referred to
      in this Agreement;

            


    

     

    
      	
               
      

            	
              (k)

            	
              Dissolution

            


    

     

    not
to dissolve its affairs or consolidate or merge with any other
entity;

     

    (l)           External
Auditors

     

    permit
the Lender at any time during the duration of this Agreement, to appoint
external auditors after consultation with the Borrower, to undertake
comprehensive audits of the Project. The Borrower shall provide access to the
auditors to all records, files, minutes of Board Meetings maintained by the
Borrower and any other documents necessary for the conduct of the audit provided
always that any requests by the auditors for access to all such records, files,
minutes of Board Meetings of the Borrower are in relation to and pertaining to
the Project only and the costs of such audits shall be borne by the
Borrower;

     

     

     

    12.           DEFAULT

     

    12.1                      Events

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    If:

     

    
      	
               
      

            	
              (a)

            	
              the
      Borrower fails to pay any amount due hereunder on the due
      date;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Borrower defaults in the performance of any of its obligations under this
      Agreement (other than an obligation to pay any amount due to the Lender on
      the due date or on demand, if so
payable);

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      litigation, arbitration or administration proceedings of or before any
      court, arbitration or governmental authority shall be instituted against
      the Borrower or its assets and such proceedings will have a Material
      Adverse Effect;

            


    

     

    
      	
               
      

            	
              (d)

            	
              any
      indebtedness of the Borrower is not paid when due and the failure of which
      may have a Material Adverse Effect on the ability of the Borrower to
      perform its material obligations under this Agreement or any indebtedness
      of the Borrower is declared to be or otherwise becomes due and payable
      prior to its stated maturity or any security for any such indebtedness
      becomes enforceable;

            


    

     

    
      	
               
      

            	
              (e)

            	
              any
      representation, warranty or statement made by the Borrower under this
      Agreement is not complied with in any material respect or shall be found
      to have been incorrect in any material respect when made or if made have
      been incorrect on that later date and such non-compliance or incorrectness
      materially and adversely affects the ability of the Borrower to perform
      its material obligations hereunder;

            


    

     

    
      	
               
      

            	
              (f)

            	
              a
      distress, attachment, execution or other legal process which has a
      Material Adverse Effect on the ability of the Borrower to perform its
      obligations under this Agreement is levied, enforced or sued out on or
      against the assets of the Borrower and such distress, attachment,
      execution or other legal process is not disputed or satisfied by the
      Borrower;

            


    

     

    
      	
               
      

            	
              (g)

            	
              any
      present or future security interest on or over the assets of the Borrower
      becomes enforceable and would, in the opinion of the Lender, have a
      Material Adverse Effect;

            


    

     

    
      	
               
      

            	
              (h)

            	
              any
      step is taken for the winding up, dissolution or liquidation, as the case
      may be, of the Borrower (except for the purpose of and followed by a
      reconstruction, amalgamation or

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              reorganisation
      on terms approved by the Lender before the step is taken) or for the
      appointment of a liquidator, receiver, judicial manager, trustee,
      administrator, agent or similar officer of the Borrower over any part of
      the assets of the Borrower or a petition for winding up, dissolution or
      liquidation, as the case may be, is presented against the
      Borrower;

            


    

     

    
      	
               
      

            	
              (i)

            	
              any event or events has or have occurred
      or a situation exists which in the reasonable opinion of the Lender, has
      or have Material Adverse Effect,  

            


    

     

    
      	
               
      

            	
              then
      and in any such event and at any time thereafter if such event is
      continuing, the Lender may by written notice to the Borrower require the
      Borrower to remedy such event or take steps to dispute or discharge any
      relevant proceedings or process against it and, subject to the suspension
      of the Facility during the period of remedy, dispute or discharge, if such
      event is not remedied within a period of thirty (30) Business Days or any
      relevant proceedings or process are not disputed or discharged by the
      Borrower within thirty (30) Business Days or within such period prescribed
      by law declare that an Event of Default has occurred and simultaneously in
      the same notice:

            


    

     

    
      	
               
      

            	
              (i)

            	
              declare
      the Facility to be cancelled and no further Drawdown shall be
      made;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              declare
      the Indebtedness to be immediately due and payable under this Agreement;
      and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              declare
      the security created by the Debenture and Deed of Assignment shall
      immediately become enforceable.

            


    

     

    
      	
              12.3

            	
              The
      Borrower shall fully indemnify and reimburse the Lender from and against
      any claims, actions, proceedings, demands, reasonable cost and expense,
      loss, damage or liability (as to the amount of which the Lender shall
      certify, and in the absence of manifest error, such certification shall be
      conclusive) which the Lender has incurred  or suffered as a
      consequence of the occurrence of any Event of Default, or any other
      default by the Borrower in the performance of any of its obligations under
      this Agreement.

            


    

     

    
      	
              12.4

            	
              Subject
      to the provisions of this Agreement , it is hereby expressly agreed that
      upon default or breach by the Borrower of any term, covenant, stipulation
      and/or obligation herein provided and on the part of the Borrower to be
      observed and performed, the Lender shall thereafter have the right to
      exercise all or any of the remedies
available

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              whether
      by this Agreement or by statute or otherwise to recover the amount due and
      owing to the Lender without any notice to or concurrence on the part of
      the Borrower.

            


    

     

    
      	
              12.5

            	
              In
      the event the moneys received by the Lender under Clause 12.4 shall be
      insufficient to discharge all amounts owing under this Agreement in full,
      the Borrower shall remain liable to pay the shortfall to the Lender at
      default interest rate as specified  in Clause 6.3
      hereof.

            


    

     

     

    13.           FULL
PAYMENT

     

    Notwithstanding
anything to the contrary herein, on payment in full by the Borrower of all
amounts whatsoever which this Agreement provides are to be paid by the Borrower
to the account of the Lender all the provisions hereof shall cease to be of any
further effect but without prejudice to the Lender’s rights and remedies against
the Borrower in respect of any antecedent breach by the Borrower of this
Agreement prior to such payment.

     

     

     

    14.           EXPENSES
AND COSTS

     

    14.1                      Expenses

     

    The
Borrower shall reimburse the Lender for any expenses (including but not limited
to legal fees) reasonably and properly incurred by the Lender in connection with
the enforcement, preservation or perfection of any rights of the Lender under
this Agreement.

     

    14.2                      Costs

     

    The
Borrower shall be liable to pay all fees and expenses reasonably incurred in
connection with or incidental to this Agreement which shall include all fees or
other charges payable on or incidental to the execution, issuance, delivery and
registration of this Agreement.  If the Indebtedness or any part
thereof shall be required to be recovered through any process of law, or if the
Indebtedness or any part thereof shall be placed in the hands of solicitors for
collection, the Borrower shall pay (in addition to the moneys then due and
payable under this Agreement) all fees and expenses reasonably and properly
incurred in respect of such collection.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      	
              15.

            	
              ASSIGNMENT
      AND TRANSFERS

            


    

     

    
      	
              15.1

            	
              This
      Agreement shall be binding upon and inure to the benefit of the Parties
      hereto and their successors-in-title and permitted
  assigns.

            


    

     

    
      	
              15.2

            	
              The
      Borrower shall not assign or transfer all or part of its rights or
      obligations under this Agreement without obtaining the prior written
      consent of the Lender.

            


    

     

    
      	
              15.3

            	
              The
      Lender may, at its own costs and expenses assign, novate or transfer its
      rights, liabilities or obligations under this Agreement or any part
      thereof in accordance with the terms hereof with the prior consent of the
      Borrower which consent shall not be unreasonably
  withheld.

            


    

     

     

    
      	
              16.

            	
              CHANGE
      IN LAW

            


    

     

    
      	
              16.1

            	
              Subject
      to Clause 16.2, where the introduction, imposition or variation of any law
      or any change in the interpretation or application thereof makes it
      unlawful or impractical without breaching such law for the Lender to
      maintain or give effect to its obligations hereunder, the Facility shall
      be cancelled and the Borrower shall thereafter prepay the Lender the
      Outstanding Amount.

            


    

     

    
      	
              16.2

            	
              The
      Facility shall not be cancelled pursuant to Clause 16.1 above if the
      parties amend the terms and conditions of this Agreement by mutual consent
      and the parties agree that they will use all reasonable efforts to do
      so.

            


    

     

    
      	
              17.

            	
              INDEPENDENT
      EXERCISE OF RIGHTS

            


    

     

    
      	
               
      

            	
              The
      Lender may exercise or waive its rights, as the case may be, under this
      Agreement independent of and without affecting its rights under any other
      agreements.

            


    

     

     

    
      	
              18.

            	
              RIGHTS
      CUMULATIVE, WAIVERS

            


    

     

    
      	
               
      

            	
              The
      rights of the Lender under this Agreement are cumulative, may be exercised
      as often as the Lender considers appropriate and are in addition to the
      Lender’s rights under any applicable law.  The rights of the
      Lender in relation to the Facility (whether arising under this Agreement
      or under any applicable law) shall not be capable of being waived or
      varied otherwise than by an express waiver or variation in writing and in
      particular any failure to exercise or any delay
  in

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              exercising
      any of such rights shall not operate as a waiver or variation of that or
      any other such right any defective or partial exercise of any of such
      rights shall not preclude any other or further exercise of that or any
      other such right and no act or course of conduct or negotiation on the
      Lender’s part or on its behalf shall in any way preclude it from
      exercising any such right or constitute a suspension or any variation of
      any such right.

            


    

     

     

    
      	
              19.

            	
              TIME

            


    

     

    
      	
               
      

            	
              Time
      shall be of the essence in this
Agreement.

            


    

     

     

    
      	
              20.

            	
              AMENDMENT

            


    

     

    
      	
               
      

            	
              The
      provisions and terms of this Agreement may at any time and from time to
      time be varied or amended by mutual consent of the Parties
      hereto.  No amendment, variation, modification of any provision
      of this Agreement shall be effective unless made in writing by way of a
      supplementary agreement specifically referring to this Agreement signed by
      the duly authorized representatives of the
  Parties.

            


    

     

     

    
      	
               
      

            	 


    

    
      	
              21.

            	
              NOTICES

            


    

     

    21.1                      Notices

     

    
      	
               
      

            	
              Each
      notice, request, demand, approval, certificate or other communication to
      be made, served or given under these presents shall be in writing and
      shall be given, made or served personally or by post or facsimile to the
      following addresses or facsimile
numbers:

            


    

     

     

    
      	
              Lender
      :

            	
              Ketua
      Setiausaha Perbendaharaan

            


    

    
      	
               
      

            	
              Bahagian
      Pengurusan Pinjaman, Pasaran Kewangan and
  Aktuari

            


    

    
      	
               
      

            	
              Aras
      5, Blok Tengah, Perbendaharaan
Malaysia

            


    

    Kompleks
Kementerian Kewangan

    No.
5, Persiaran Perdana, Precinct 2

    Pusat
Pentabiran Kerajaan Persekutuan

    62592
PUTRAJAYA

     

    
      	
              Facsimile
      No:

            	
              03-8882
      3578

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    Borrower
:                                SunPower
Malaysia Manufacturing Sdn Bhd

    Kawasan
Perindustrian Rembia

    Mukim
Sungai Petai / Rembai, Alor Gajah

    76100
Melaka, Malaysia

     

    
      	
               
      

            	
              Attn:

            	
              Managing
      Director/ Expansions Director

            


    

     

    
      	
               
      

            	
              Fascimile
      No : -

            


    

     

    
      	
               
      

            	
              or
      at such other addresses or facsimile number as the Party may have notified
      to the other Party hereto in
writing.

            


    

     

    21.2                      Deemed
delivery

     

    
      	
               
      

            	
              Any
      notice or other communication given by any Party to this Agreement shall
      be deemed to have been received:

            


    

     

    
      	
               
      

            	
              (a)

            	
              if
      sent by hand, on the date of
delivery;

            


    

     

    
      	
               
      

            	
              (b)

            	
              if
      sent by registered post, three (3) Business Days after posting, postage
      prepaid; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              if
      by facsimile, on the sender’s receipt of a transmission report which
      purports to confirm that the addressee has received such facsimile,
      provided that if the facsimile is sent on a date which is not a Business
      Day, such facsimile shall be deemed to have been received by the addressee
      on a day which falls on the next succeeding Business
  Day.

            


    

     

     

     

    22.           SEVERABILITY

     

    
      	
               
      

            	
              If
      any of the provision of this Agreement becomes invalid, illegal or
      unenforceable in any respect under law, the validity, legality and
      enforceability of the remaining provisions shall not in any way be
      affected or impaired.

            


    

     

     

    23.           GOVERNING
LAW AND JURISDICTION

     

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              This
      Agreement shall be governed by and construed in accordance with the laws
      of Malaysia and the Parties hereto hereby submit to the jurisdiction of
      the courts of Malaysia in all matters connected
  herewith.

            


    

     

     

    24.                      COMPLIANCE
WITH LAWS

     

    The
Borrower shall at all times and in all other respects comply with the provisions
of any such written laws, regulations and by laws of any local or other duly
constituted authority which may be applicable in performing its obligations
under this Agreement and the Borrower shall be liable for all fines, penalties
and liabilities  of every kind for breach of any such written laws,
regulations and by laws.

     

     

    25.           PRINCIPAL
INSTRUMENT

     

    It
is hereby agreed and declared that this Agreement is an instrument employed to
secure the sum of Ringgit One Billion (RM1,000,000,000.00) only, interest
thereon and all other amounts to be paid by the Borrower to the Lender hereunder
within the meaning of Section 4(3) of the Stamp Act 1949 [Act 378] , and for the
purpose of the said section this Agreement is deemed to be the principal
instrument.

     

     

     

     (THE
REMAINDER OF THIS PAGE IS LEFT BLANK)

     

     

    
      
        
           


        

        
          27

          
            

          

        

        
           


        

      

    

     

    IN
WITNESS the Lender hereto has hereunto by its attorney sets its hand and
the Borrower has hereunto affixed its Common Seal in the presence of its
officers duly authorised.

     

     

    LENDER

     

    
      	
              SIGNED
      for and on behalf of

              THE
      GOVERNMENT OF MALAYSIA

               

               

              in
      the presence of :

              /s/ Wong Wen
Min

              Wong Wen Min

              I/C
      (571004-13-5404)

               

               

               

            	
                )

                )

                )

                )

                )

                )

            	
               

               

              /s/
      DATUK LATIFAH BT. DATUK ABU MANSOR

              DATUK
      LATIFAH BT. DATUK ABU MANSOR

              Deputy
      Secretary General (Policy)

              Ministry
      of Finance Malaysia

               

               

               

               

               

            


    

     

     

     

    BORROWER

     

    
      	
              The
      Common Seal of

              SUNPOWER
      SDN BHD

              (COMPANY
      NO: 824246-W)

              was
      hereunto affixed

               

              in
      the presence of :

               

               

               

               

               

               

               

               

              /s/
      Robert David Vinje

              ................................................

              Director

              Name:                     Robert
      David Vinje

              NRIC/Passport
      No: 076374772presence
      of :

            	
                )

                )

                )

                )

                )

                )

                )

                )

                )

            	
               

               

               

               

               

               

               

               

               

               

               

               

               

              /s/
      Lim Poh Seng

              ............................................

              Secretary

              Name:                     Lim Poh
      Seng

              NRIC/Passport No: 710228-10-5519

            


    

     

    
      
        
           


        

        
          28

          
            

          

        

        
           


        

      

    

     

    SCHEDULE
1

    [Clause
2.4]

     

     

     

    A.  Description
of project

     

    BUILDING
AND OPERATING A ONE (1) GIGAWATT SOLAR CELL FACTORY

     

    THE
PROJECT COMES IN TWO PHASES “FAB3A” AND “FAB3B”

     

    OUR
DISCUSSIONS TO-DATE REFERENCE “FAB3A”

     

    RM2.2
BILLION INVESTMENT OVER FIVE YEARS

     

    500MWatt
SOLAR CELL FACTORY (WORLD’S MOST EFFICIENT CELL)

     

    4,000
MALAYSIANS JOBS (15% SCIENCE & TECHNICAL)

     

    INCLUDING
BUT NOT LIMITED TO ANY OF THE FOLLOWING; CELL, WAFERING, MODULES

     

     

     

     

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    B.  Breakdown
of Project Cost

     

    
      	 
      	
              FINANCED
      BY LOAN FROM THE GOVERNMENT OF MALAYSIA

               

            	
              FINANCED
      BY THE BORROWER

            	
              TOTAL

            
	
              ASSETS

              ***

               

            	
              ***

            	
              ***

            	
              ***

            
	
              LAND

               

            	
              ***

            	 
      	
              ***

            
	
              PROCESSING
      EQUIPTMENT

              ***

               

            	
              ***

            	
              ***

            	
              ***

            
	
              OTHER
      ASSETS

              ***

               

            	
              ***

            	
              ***

            	
              ***

            
	
              WORKING
      CAPITAL

              ***

               

            	
              ***

            	
              ***

            	
              ***

            
	
              TOTAL

               

            	
              1,000,000,000

            	
              ***

            	
              ***

            


    

     

    Note:
The allocations may vary due to the timing of the Project. The allocations are
merely estimates and may be re-allocated by the Borrower.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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

     

    
      
        
           


        

        
          1

          
            

          

        

        
           


        

      

    

     

    SCHEDULE
2

    
      	
               
      

            	
              [Clause
      3.1(b)]

            


    

     

     

    
      	
               
      

            	
              FORM
      OF CERTIFICATE

            


    

     

     

     

    
      	
               
      

            	
              To : THE
      GOVERNMENT OF
MALAYSIA

            


    

     

    
      	
               
      

            	
              Date:

            


    

     

    
      	
               
      

            	
              RE

            	
              :

            	
              TERM
      LOAN FACILITY AMOUNTING TO RM (“FACILITY”) GRANTED TO SUNPOWER MALAYSIA
      MANUFACTURING SDN. BHD.

            


    

    
       

    

    We
refer to the loan agreement dated
[                                                                                                                                ]
(“Facility
Agreement”) providing a loan to SUNPOWER
MALAYSIA MANUFACTURING SDN.
BHD. in an aggregate principal amount of Ringgit One Billion
(RM1,000,000,000.00) only.

     

    Unless
otherwise defined herein, terms defined in the Facility Agreement shall have the
same meanings when used herein.

     

    We,
[name] and [name], both Authorised Signatories of  SUNPOWER
MALAYSIA MANUFACTURING SDN. BHD.
(the “Borrower”)
HEREBY CERTIFY that :

     

    
      	
              (i)  

            	
              attached
      hereto marked “A” is a true and certified copy of a resolution *[duly
      passed at a meeting of the Board of Directors of the Borrower duly
      convened and held on [    ]] *[in writing dated []
      pursuant to the Articles of Association] (a) authorizing the acceptance
      and utilization of the Facility by the Borrower under the Facility
      Agreement, (b) authorizing the due execution of the Facility Agreement and
      the Debenture under the common seal of the Borrower,  (c)
      authorizing a person or persons to sign and give all requests, notices,
      certificates and other documents to be  given by the Borrower
      under or in connection with the  Facility or the Facility
      Agreement and generally to act for and on behalf of the Borrower in
      respect of the transaction and matters thereunder or relating thereto or
      in connection therewith and; (d) the opening of the Special Loan
      Account;

            


    

     

    
      	
              (ii)  

            	
              attached
      hereto, marked “B” are true and certified copies of the certificate of
      incorporation, the Memorandum and Articles of Association, the latest
      Forms 24 and 49 of the Borrower;

            


    

     

    
      	
              (iii)  

            	
              as
      from the date when the Borrower first applied for the Facility there has
      been no material alterations or changes in the constitution condition
      business or other affairs of the Borrower (save and except for any such
      alterations or changes which have been disclosed by the Borrower to the
      Lender) which could or might adversely affect the decision of the Lender
      to grant the  Facility;
and

            


    

     

    
      	
                     
      (iv)

            	
              the
      following signatures are the true signatures of the [Directors] any two of
      whom (or any one of the Directors if the document is to be signed under
      hand) have been authorised to witness the affixing of the common seal of
      the Borrower to the Facility Agreement and any one of the
  

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	 Directors
      has been authorized to give notices and communications under or in
      connection with the Facility Agreement and further to operate and utilize
      that Facility.


    

     

    Name                                                      Position                                                      Signature

     

     

     

     

    [                      ]                      [Director]                                           ...................................

     

     

     

     

     

    [                      ]                      [Director]                                           ...................................

     

     

     

     

     

     

     

     

    Signed
:                                ....................................................                                                                                     ............................................

        Authorised
Signatory                                                                           Authorised
Signatory

     

     

     

    Date
:

     

    I,
[name] the secretary of SUNPOWER
MALAYSIA MANUFACTURING SDN. BHD.
(the “Borrower”)
hereby certify that [names of the two Authorised Signatories giving above
certificate] are duly Authorised Signatories of the Borrower and that the
signature of each of them above is his signature.

     

     

     

     

    Signed
: ...........................................................

                Secretary

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    SCHEDULE
3

    [Clause
5.1(a)]

     

     

    FORM
OF DRAWDOWN NOTICE

     

     

    
      	
               
      

            	
              Date:

            


    

     

     

    
      	
               
      

            	
              To : THE
      GOVERNMENT OF
MALAYSIA

            


    

     

     

     

    
      	
               
      

            	
              Dear
      Sirs,

            


    

     

    
      	
               
      

            	
              RE

            	
              :

            	
              TERM
      LOAN AMOUNTING TO RM1,000,000,000 GRANTED TO SUNPOWER MALAYSIA
      MANUFACTURING SDN. BHD.

            


    

    
       

    

    We
refer to the loan agreement dated
[                                                                                                                                ]
(“Facility
Agreement”) providing a loan to SUNPOWER
MALAYSIA MANUFACTURING SDN.
BHD. in an aggregate principal amount of Ringgit One Billion
(RM1,000,000,000.00)  only.

     

    Unless
otherwise defined herein, terms defined in the Facility Agreement shall have the
same meanings when used herein.

     

    Pursuant
to Clause 5.1(a) of the Facility Agreement, we hereby :

     

     

    
      	
              (a)

            	
              give
      you notice that we wish to make a Drawdown under the  Facility
      for the amount of [] on [     ###

            	
              ];

            


    

     

    (b)           request
you to remit the Drawdown to the following:-

     

     

    Name                      :      [         ###                      ]

    Account
no.        
 :     [         ###               
      ]

    Bank                      :      [         ###                      ]

    [address]

     

    
      	
              (c)

            	
              confirm
      that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      conditions precedent set out in Clause 3.1 of the Facility Agreement are
      satisfied as at the date hereof and we know of no reason why it should not
      be satisfied as at the date referred to in (a)
  above;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      representations and warranties contained in Clause 10 of the Facility
      Agreement if repeated at the date of this notice with reference to the
      facts and circumstances subsisting at the date of this notice would be
      true and accurate in all respects;
and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              no
      Event of Default mentioned in Clause 12.1 of the Facility Agreement has
      occurred which constitutes, with the lapse of time
  

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	 and
      or the giving of notice and/or a relevant determination would constitute a
      default.


    

     

     

     

    
      	
               
      

            	
              Yours
      faithfully,

            


    

    
      	
               
      

            	
              for
      and on behalf of

            


    

    
      	
               
      

            	
              SUNPOWER
      MALAYSIA MANUFACTURING SDN. BHD.

            


    

     

     

     

     

    
      	
               
      

            	
              ...................................

            


    

    
      	
               
      

            	
              [name]

            


    

    
      	
               
      

            	
              Authorised
      Signatory

            


    

     

     

     

     

    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

     

    SCHEDULE
4

    [Clause
5.3]

     

     

    FORM
OF RECEIPT

     

     

    To           :           THE
GOVERNMENT OF MALAYSIA

     

    Date                      :

     

    
      	
               
      

            	
              RE

            	
              :

            	
              TERM
      LOAN AMOUNTING TO RM1,000,000,000 GRANTED TO SUNPOWER MALAYSIA
      MANUFACTURING SDN. BHD.

            


    

    
       

    

    We
refer to the loan agreement dated
[                                                                                                                                ]
(“Facility
Agreement”)
providing a loan to SUNPOWER
MALAYSIA MANUFACTURING SDN.
BHD. in an aggregate principal amount of Ringgit One Billion
(RM1,000,000,000.00)  only.

     

    Unless
otherwise defined herein, terms defined in the Facility Agreement shall have the
same meanings when used herein.

     

    We
hereby acknowledge and confirm the receipt of a Drawdown of RM[] on
[]

     

     

    Yours
faithfully,

    for
and on behalf of

    SUNPOWER
MALAYSIA MANUFACTURING SDN. BHD.

     

     

     

     

     

    .............................

    (Authorised
Signatory)

     

     

     

     

    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

     

     SCHEDULE
5

    
      	
               
      

            	
              [Clause
      7.1]

            


    

     

     

    
      	
               
      

            	
              REPAYMENT
      SCHEDULE

            


    

     

     

     

    TRANCHE
A AND B UTILIZATION (use this repayment schedule if both tranche A and B are
utilized)

     

    
      	
              Repayment

            	 
      	
              Principal

            	
              Accrued

            	 
      	 
      
	
              Installment

            	
              Date

            	
              Amount

            	
              Interest

            	
              Interest

            	
              Total

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Total

            	 
      	
              1,000,000,000

            	
              ***

            	
              ***

            	
              ***

            


    

     

     

     

    TRANCHE
A UTILIZATION (use this repayment schedule if only tranche A is
utilized)

     

    
      	
              Repayment

            	 
      	
              Principal

            	
              Principal

            	 
      	 
      
	
              Installment

            	
              Date

            	
              Amount

            	
              Interest

            	
              Interest

            	
              Total

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            	
              ***

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Total

            	 
      	
              ***

            	
              ***

            	
              ***

            	
              ***

            


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    SCHEDULE
6

    [Clause
8.1]

     

     

    FORM
OF PREPAYMENT NOTICE

     

     

     

    To           :           The
Government of Malaysia

     

     

    Date                      :

     

    
      	
               
      

            	
              RE

            	
              :

            	
              TERM
      LOAN AMOUNTING TO RM1,000,000,000 GRANTED TO SUNPOWER MALAYSIA
      MANUFACTURING SDN. BHD.

            


    

    
       

    

    We
refer to the loan agreement dated
[                                                                                                                                ]
(“Facility
Agreement”) providing a loan to SUNPOWER MALAYSIA MANUFACTURING SDN. BHD.
in an aggregate principal amount of Ringgit One Billion (RM1,000,000,000.00)
only.

     

    Unless
otherwise defined herein, terms defined in the Facility Agreement shall have the
same meanings when used herein.

     

    We hereby give you notice that we wish to make a
prepayment for the amount of [RM ] on [] and which is to be applied [in
reducing the Outstanding Amount B before reducing the Outstanding Amount A and
in reducing the scheduled repayment amounts in the chronological order of the
Repayment Dates].

     

     

    Yours
faithfully,

     

     

     

     

     

    (Authorised
Signatory)

    For
and on behalf of

    SunPower
Malaysia Manufacturing Sdn Bhd

     

     

     

     

    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

     

    



      
        
           


        

        
          9

          
            

          

        

        
           


        

      



    SCHEDULE
8

    [Clause
5.4]

     

     

    FORM
OF WITHDRAWAL NOTICE

     

     

    Ketua
Setiausaha Perbendaharaan

    Kementrian
Kewangan Malaysia

    Bahagian
Pengurusan Pinjaman, Pasaran Kewangan dan Aktuari

    Tingkat
5, Blok Tengah

    Kompleks
Kementrian Kewangan

    No.
5, Persiaran Perdana, Presint 2,

    Pusat
Pentadbiran Kerajaan Persekutuan

    62592
Putrajaya

     

     

    Dear
Sir,

     

    
      	
               
      

            	
              RE

            	
              :

            	
              TERM
      LOAN AMOUNTING TO RM1,000,000,000 GRANTED TO SUNPOWER MALAYSIA
      MANUFACTURING SDN. BHD.

            


    

    
       

    

    We
refer to the loan agreement dated [] (“Facility
Agreement”) providing a loan to SUNPOWER MALAYSIA MANUFACTURING SDN. BHD.
in an aggregate principal amount of Ringgit One Billion (RM1,000,000,000.00)
only.

     

    Unless
otherwise defined herein, terms defined in the Facility Agreement shall have the
same meanings when used herein.

     

    Pursuant
to Clause 5.4 of the Facility Agreement, we would appreciate it if you could
approve the withdrawal of the Facility to the Special Loan Account (Account No.
***) amounting to RM........... on ........................

     

    We
hereby confirm that –

     

    
      	
              (i)  

            	
              Payment
      made in respect of this Project since......=
RM

            


    

    
      	
              (ii)  

            	
              Amount
      requested through this
      notice                                                                                                           =
      RM

            


    

    
      	
              (iii)  

            	
              Special
      Loan Account balance (after
withdrawal

            


    

    in
paragraph (ii)
above)                                                                                                =
RM

     

    We
attach hereton a brief report in relation to the progress of the physical
development achieved in the implementation of this Project together with the
statement of expenses as per Appendix A and B.

     

    Thank
you.

     

     

    Yours
faithfully,

     

     

     

    (Authorised
Signatory)

    For
and on behalf of

    SunPower
Malaysia Manufacturing Sdn Bhd

     

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

     

     

    
      
        
        

      

      
        10