EX-10.6




 Exhibit 10.6 

DATED 14 July 2020 
 MAXEON
SOLAR TECHNOLOGIES, PTE. LTD. 
 AS THE BORROWER 

DBS BANK LTD. 
 AS THE FACILITY
AGENT 
 and 
 THE FINANCIAL
INSTITUTIONS SET OUT AT SCHEDULE 1 
 AS ORIGINAL LENDERS 
  

 
 WORKING CAPITAL
FACILITY AGREEMENT 
  
  











 CONTENTS 
  

							
	Clause	 	 	  	Page	 
			
	 1.
	 	Interpretation	  	 	1	 
			
	 2.
	 	Repayment	  	 	4	 
			
	 3.
	 	Utilisation	  	 	5	 
			
	 4.
	 	Prepayment	  	 	6	 
			
	 5.
	 	Interest	  	 	6	 
			
	 6.
	 	Interest Periods	  	 	7	 
			
	 7.
	 	Changes to the Calculation of Interest	  	 	8	 
			
	 8.
	 	Fees	  	 	9	 
			
	 9.
	 	Amendments and Waivers	  	 	10	 
			
	 10.
	 	Counterparts	  	 	12	 
			
	 11.
	 	Governing Law	  	 	12	 
			
	 12.
	 	Enforcement	  	 	12	 












 THIS AGREEMENT is dated 14 July 2020 and is made between: 

 

	(1)	 MAXEON SOLAR TECHNOLOGIES, PTE. LTD., a company incorporated in Singapore with registered number
201934268H and its registered address at 8 Marina Boulevard #05-02, Marina Bay Financial Centre, 018981, Singapore, as borrower (the “Borrower”); 



 

	(2)	 THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The Original Lenders) as original lenders (the
“Original Lenders”); and 


  

	(3)	 DBS BANK LTD. as agent of the Finance Parties (other than itself) (the “ Facility
Agent”). 


 IT IS AGREED as follows: 
  

	1.	 INTERPRETATION 



Except as otherwise defined in this Agreement or to the extent that the context requires otherwise, terms defined and references construed in
the Common Terms Agreement shall have the same meaning and construction when used in this Agreement. For the purposes of this Agreement: 
  

	1.1	 Definitions 



“Commitment” means: 
  

	 	(a)	 in relation to an Original Lender, the amount set opposite its name under the heading
“Commitment” in Schedule 1 (The Original Working Capital Lenders) and the amount of any other Commitment transferred to it under this Agreement; and 



 

	 	(b)	 in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,



 to the extent not cancelled, reduced or transferred by it under this Agreement or the Common Terms Agreement. 

“Common Terms Agreement” means the common terms agreement dated on our about the date of this Agreement and entered into
between the Borrowers, the Guarantors, the Intercreditor Agent, the Facility Agents, the Security Agents and the financial institutions listed in schedule 1 therein as original lenders 

“Facility” the revolving working capital facility made available under this Agreement as described in clause 2.1 (The
Facilities) of the Common Terms Agreement. 
 “Fallback Interest Period” means one Month. 

“Finance Party” means the Facility Agent or a Lender. 

“Funding Rate” means any individual rate notified by a Lender to the Facility Agent pursuant to paragraph (a)(ii) of Clause
7.3 (Cost of funds). 

  
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 “Historic Screen Rate” means, in relation to any Loan, the most recent
applicable Screen Rate for the currency of that Loan and for a period equal in length to the Interest Period of that Loan and which is as of a day which is no more than three (3) Business Days before the Quotation Day. 

“Interest Payment Date” means the last day of each Interest Period. 

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 6 (Interest Periods)
and, in relation to an Unpaid Sum, each period determined in accordance with Clause 5.3 (Default interest). 
 “Interpolated
Historic Screen Rate” means, in relation to any Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between: 

 

	 	(a)	 the most recent applicable Screen Rate for the longest period (for which that Screen Rate is available) which
is less than the Interest Period of that Loan; and 


  

	 	(b)	 the most recent applicable Screen Rate for the shortest period (for which that Screen Rate is available) which
exceeds the Interest Period of that Loan, 


 each for the currency of that Loan and each of which is as of a day which is
no more than three (3) Business Days before the Quotation Day. 
 “Interpolated Screen Rate” means, in relation to any
Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between: 
  

	 	(a)	 the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than
the Interest Period of that Loan; and 


  

	 	(b)	 the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the
Interest Period of that Loan, 


 each as of the Specified Time for the currency of that Loan. 

“Lender” means: 
  

	 	(a)	 any Original Lender; and 



 

	 	(b)	 any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance
with clause 21 (Changes to the Lenders) of the Common Terms Agreement, and this Agreement, 


 which in each case has
not ceased to be a Party as such in accordance with the terms of the Common Terms Agreement and this Agreement. 
 “LIBOR”
means, in relation to any Loan: 
  

	 	(a)	 the applicable Screen Rate as of the Specified Time for the currency of that Loan and for a period equal in
length to the Interest Period of that Loan; or 



  
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	 	(b)	 as otherwise determined pursuant to Clause 5.3 (Default interest) below, 



and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero. 

“Loan” means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.

 “London Business Day” means a day (other than a Saturday or Sunday) on which commercial banks are open for general
business, including dealings in interbank deposits in London. 
 “Margin” means three point seven five per cent. (3.75%) per
annum. 
 “Party” means a party to this Agreement. 

“Quotation Day” means: 
  

	 	(a)	 in relation to any period for which an interest rate is to be determined, two London Business Days before the
first day of that period (unless market practice differs in the Relevant Market for that currency, in which case the Quotation Day for that currency will be determined by the Facility Agent in accordance with market practice in the Relevant Market
(and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days)); or 


  

	 	(b)	 in relation to any Interest Period the duration of which is selected by the Facility Agent pursuant to Clause
5.3 (Default interest), such date as may be determined by the Facility Agent (acting reasonably). 


 “Screen
Rate” means in relation to LIBOR, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other entity or person which takes over the administration of that rate) for the relevant currency and period
displayed (before any correction, recalculation or republication by the administrator) on page LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such
other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Facility Agent may specify another page or service displaying the relevant rate after consultation
with the Borrower. 
 “Utilisation” means a utilisation of the Facility. 

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made . 

“Utilisation Request” means a notice substantially in the relevant form set out in part I of schedule 3 (Requests) of
the Common Terms Agreement. 

  
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	1.2	 Currency symbols and definitions 



“$”, “US$” and “US dollars” denote the lawful currency of the US. 

 

	1.3	 Principles of Construction 



In this Agreement, the principles of construction set forth in clause 1.2 (Construction) of the Common Terms Agreement shall apply to
this Agreement. 
  

	1.4	 Supremacy 



The rights and obligations of the Parties are subject to: 
  

	 	(a)	 the terms and conditions of the Common Terms Agreement. In the event of any inconsistency between the terms and
conditions of this Agreement and the terms and conditions of the Common Terms Agreement, the terms and conditions of the Common Terms Agreement shall prevail; and 



 

	 	(b)	 the terms and conditions of the Intercreditor Agreement. In the event of any inconsistency between the terms
and conditions of this Agreement and the terms and conditions of the Intercreditor Agreement, the terms and conditions of the Intercreditor Agreement shall prevail. 



 

	1.5	 Designation 



This Agreement is designated as a Finance Document for the purposes of the Common Terms Agreement. 

 

	1.6	 Third Party Rights 



 

	 	(a)	 Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under
the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement. 


  

	 	(b)	 Notwithstanding any term of this Agreement, the consent of any third person who is not a Party is not required
to rescind or vary this Agreement at any time. 


  

	2.	 REPAYMENT 


  

	2.1	 Repayment of Loans 



 

	 	(a)	 Subject to paragraph (b) below, the Borrower shall repay each Loan on the last day of its Interest Period.



  

	 	(b)	 Without prejudice to the Borrower’s obligation under paragraph (a) above, if: 



 

	 	(i)	 one or more Loans are to be made available to the Borrower: 



 

	 	(A)	 on the same day that a maturing Loan is due to be repaid by the Borrower; and 



 

	 	(B)	 in whole or in part for the purpose of refinancing the maturing Loan; and 



  
 4 













	 	(ii)	 the proportion borne by each Lender’s participation in the maturing Loan to the amount of that maturing
Loan is the same as the proportion borne by that Lender’s participation in the new Loans to the aggregate amount of those new Loans, 



the aggregate amount of the new Loans shall, unless the Borrower notifies the Facility Agent to the contrary in the relevant Utilisation
Request, be treated as if applied in or towards repayment of the maturing Loan so that: 
  

	 	(A)	 if the amount of the maturing Loan exceeds the aggregate amount of the new Loans: 



 

	 	(1)	 the Borrower will only be required to make a payment under clause 25.1 (Payments to the Facility Agents)
of the Common Terms Agreement in an amount equal to that excess; and 


  

	 	(2)	 each Lender’s participation in the new Loans shall be treated as having been made available and applied by
the Borrower in or towards repayment of that Lender’s participation in the maturing Loan and that Lender will not be required to make a payment under clause 25.1 (Payments to the Facility Agents) of the Common Terms Agreement in respect
of its participation in the new Loans; and 


  

	 	(B)	 if the amount of the maturing Loan is equal to or less than the aggregate amount of the new Loans:



  

	 	(1)	 the Borrower will not be required to make a payment under clause 25.1 (Payments to the Facility Agents)
of the Common Terms Agreement; and 


  

	 	(2)	 each Lender will be required to make a payment under clause 25.1 (Payments to the Facility Agents) of
the Common Terms Agreement in respect of its participation in the new Loans only to the extent that its participation in the new Loans exceeds that Lender’s participation in the maturing Loan and the remainder of that Lender’s
participation in the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Loan. 



 

	3.	 UTILISATION 


  

	 	(a)	 In addition to the provisions of clauses 4.1 (Initial conditions precedent) and 4.2 (Further
conditions precedent) of the Common Terms Agreement, the Lenders will only be obliged to participate in a Utilisation of the Facility (including any Utilisation to made in respect of Working Capital Rollover Loans) if: 



  
 5 













	 	(i)	 the Borrower has made a representation in the relevant Utilisation Request that the aggregate amount of
(i) Cash and Cash Equivalents held by the members of the Group (excluding SunPower Malaysia) and (ii) committed but undrawn facilities for Financial Indebtedness immediately available to be utilised by the members of the Group (excluding
SunPower Malaysia) (excluding the Working Capital Facility), in each case on both the date of the Utilisation Request and on the proposed Utilisation Date is not less than USD 80,000,000 (or its equivalent in another currency or currencies); and



  

	 	(ii)	 if requested by any Lender prior to the proposed Utilisation Date, the Borrower has provided reasonable detail
demonstrating that the representation given under paragraph (i) is accurate. 


  

	 	(b)	 For the purposes of this Clause 3, the terms “Cash” and “Cash Equivalents”
shall have the meaning given to them in schedule 11 (Financial Covenant Definitions) of the Common Terms Agreement, provided that the definition of Cash shall exclude amounts which are held by a member of the Group in a DSRA.



  

	4.	 PREPAYMENT  



Unless a contrary indication appears in this Agreement or the Common Terms Agreement, any part of the Facility which is prepaid or repaid may
be reborrowed in accordance with the terms of this Agreement and the Common Terms Agreement. 
  

	5.	 INTEREST 


  

	5.1	 Calculation of interest 



The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable: 

 

	 	(a)	 Margin; and 


  

	 	(b)	 LIBOR. 


  

	5.2	 Payment of interest 



The Borrower shall pay accrued interest on each Loan on the last day of its Interest Period (and, if the Interest Period is longer than six
Months, on the dates falling at six-monthly intervals after the first day of the Interest Period). 
  

	5.3	 Default interest 



 

	 	(a)	 If the Borrower fails to pay any amount payable by it under this Agreement on its due date, interest shall
accrue on the Unpaid Sum from the due date to the date of actual payment (both before and after judgment) at a rate which is, subject to paragraph (b) below, two per cent. (2%) per annum higher than the rate which would have been payable if the
Unpaid Sum had, during the period of non-payment, constituted a Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Facility Agent (acting reasonably).
Any interest accruing under this Clause 5.3 shall be immediately payable by the Borrower on demand by the Facility Agent. 



  
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	 	(b)	 If any Unpaid Sum consists of all or part of a Loan which became due on a day which was not the last day of an
Interest Period relating to that Loan: 


  

	 	(i)	 the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the
current Interest Period relating to that Loan; and 


  

	 	(ii)	 the rate of interest applying to the Unpaid Sum during that first Interest Period shall be two per cent. (2%)
per annum higher than the rate which would have applied if the Unpaid Sum had not become due. 


  

	 	(c)	 Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each
Interest Period applicable to that Unpaid Sum but will remain immediately due and payable. 


  

	5.4	 Notification of rates of interest 



 

	 	(a)	 The Facility Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of
interest under this Agreement. 


  

	 	(b)	 The Facility Agent shall promptly notify the Borrower of each Funding Rate relating to a Loan.



  

	6.	 INTEREST PERIODS 



 

	6.1	 Selection of Interest Periods 



 

	 	(a)	 The Borrower may select an Interest Period for a Loan in the Utilisation Request for that Loan.



  

	 	(b)	 Subject to this Clause 6, the Borrower may select an Interest Period of one, three or six Months or of any
other period agreed between the Borrower, the Facility Agent and all the Lenders in relation to the relevant Loan. 


  

	 	(c)	 An Interest Period for a Loan shall not extend beyond the Termination Date. 



 

	 	(d)	 Each Interest Period for a Loan shall start on the Utilisation Date. 



 

	6.2	 Non-Business Days 



If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day
in that calendar month (if there is one) or the preceding Business Day (if there is not). 
  

	6.3	 Consolidation of Loans 



If two or more Interest Periods end on the same date, those Loans will be consolidated into, and treated as, a single Loan on the last day of
the Interest Period. 

  
 7 













	7.	 CHANGES TO THE CALCULATION OF INTEREST 



 

	7.1	 Unavailability of Screen Rate 



 

	 	(a)	 Interpolated Screen Rate: If no Screen Rate is available for LIBOR for the Interest Period of a Loan,
the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Loan. 


  

	 	(b)	 Shortened Interest Period: If, after giving effect to paragraph (a) above, no Screen Rate is
available for LIBOR for the Interest Period of a Loan, the Interest Period for that Loan shall (if it is longer than the Fallback Interest Period) be shortened to the Fallback Interest Period and the applicable LIBOR for that shortened Interest
Period shall be determined pursuant to the definition of “LIBOR”. 


  

	 	(c)	 Shortened Interest Period and Historic Screen Rate: If the Interest Period of a Loan is, after giving
effect to paragraph (b) above, either the Fallback Interest Period or shorter than the Fallback Interest Period and, in either case, no Screen Rate is available for LIBOR the applicable LIBOR shall be the Historic Screen Rate for that Loan.



  

	 	(d)	 Shortened Interest Period and Interpolated Historic Screen Rate: If paragraph (c) above applies but
no Historic Screen Rate is available for the Interest Period of the Loan, the applicable LIBOR shall be the Interpolated Historic Screen Rate for a period equal in length to the Interest Period of that Loan. 



 

	 	(e)	 Cost of funds: If paragraph (d) above applies but it is not possible to calculate the Interpolated
Historic Screen Rate, there shall be no LIBOR for that Loan and Clause 7.3 (Cost of funds) shall apply to that Loan for that Interest Period. 


  

	7.2	 Market disruption 



 

	 	(a)	 If a Market Disruption Event occurs, then Clause 7.3 (Cost of funds) shall apply to that Loan for the
relevant Interest Period. 


  

	 	(b)	 For the purposes of this Clause 7.2, “Market Disruption Event” means, before close of business
in London on the Business Day immediately following the Quotation Day for the relevant Interest Period, the Facility Agent has received notifications from a Lender or Lenders (whose participations in a Loan exceed thirty-five per cent. (35%) of that
Loan) that the cost to it or them of funding its or their participation(s) in that Loan from whatever source it or they may reasonably select would be in excess of LIBOR. 



 

	7.3	 Cost of funds 



 

	 	(a)	 If this Clause 7.3 applies, the rate of interest on each Lender’s share of the relevant Loan for the
relevant Interest Period shall be the percentage rate per annum which is the sum of: 


  

	 	(i)	 the Margin; and 



  
 8 













	 	(ii)	 the rate notified to the Facility Agent by such Lender as soon as practicable, and in any event one Business
Day prior to the date on which interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may
reasonably select. 


  

	 	(b)	 If this Clause 7.3 applies and the Facility Agent or the Borrower so requires, the Facility Agent and the
Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest. 



 

	 	(c)	 Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the
Lenders and the Borrower, be binding on all Parties. 


  

	 	(d)	 If this Clause 7.3 applies, the Facility Agent shall, as soon as is practicable, notify the Borrower.



  

	7.4	 Break Costs 


  

	 	(e)	 The Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its
Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum. 



 

	 	(f)	 Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a
certificate confirming the amount of its Break Costs for any Interest Period in which they accrue. 


  

	8.	 FEES 


  

	8.1	 Commitment fee 



 

	 	(a)	 The Borrower shall pay to the Facility Agent (for the account of each Lender) a fee in US dollars computed at
the rate of one per cent. (1.0%) per annum on that Lender’s Available Commitment for the Availability Period. 


  

	 	(b)	 The accrued commitment fee is payable on the last day of each successive period of three Months which ends
during the Availability Period, on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective. 



 

	8.2	 Upfront fee 



The Borrower shall pay to each Original Lender (for its own account) an upfront fee in the amount and at the times agreed in one or more Fee
Letters. 

  
 9 













	9.	 AMENDMENTS AND WAIVERS 



 

	9.1	 Restricted amendments 



The Borrower agrees that it shall not request or consent to any amendments to the following provisions of the Common Terms Agreement without
the prior written consent of the Facility Agent: 
  

	 	(a)	 the definition of “Eligible Equipment” in clause 1.1 (Definitions); 



 

	 	(b)	 clause 3.1(a) (Purpose); 



 

	 	(c)	 clause 7.7 (Mandatory Prepayment – Disposals); and 



 

	 	(d)	 clause 19.27 (Purchase of Eligible Equipment). 



 

	9.2	 Replacement of Screen Rate 



 

	 	(a)	 Subject to the other terms of the Intercreditor Agreement, if a Screen Rate Replacement Event has occurred in
relation to any Screen Rate for a currency which can be selected for a Loan, any amendment or waiver which relates to: 


  

	 	(i)	 providing for the use of a Replacement Benchmark; and 



 

	 	(ii)	 


  

	 	(A)	 aligning any provision of this Agreement to the use of that Replacement Benchmark; 



	 	


	 	(B)	 enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including,
without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement); 



	 	


	 	(C)	 implementing market conventions applicable to that Replacement Benchmark; 



	 	


	 	(D)	 providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or




	 	


	 	(E)	 adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic
value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the
adjustment shall be determined on the basis of that designation, nomination or recommendation), 


 may be made with the
consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the Obligors. 

  
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	9.3	 Definitions 



In this Clause 9, the following terms shall have the following meanings: 

“Majority Lenders” has the meaning given to that term in the Intercreditor Agreement in respect of this Agreement. 

“Relevant Nominating Body” means any applicable central bank, regulator or other supervisory authority or a group of them, or
any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board. 

“Replacement Benchmark” means a benchmark rate which is: 

 

	 	(a)	 formally designated, nominated or recommended as the replacement for a Screen Rate by: 



 

	 	(i)	 the administrator of that Screen Rate (provided that the market or economic reality that such benchmark rate
measures is the same as that measured by that Screen Rate); or 


  

	 	(ii)	 any Relevant Nominating Body, 



and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the “Replacement
Benchmark” will be the replacement under paragraph (ii) above; 
  

	 	(b)	 in the opinion of the Majority Lenders and the Obligors, generally accepted in the international or any
relevant domestic syndicated loan markets as the appropriate successor to a Screen Rate; or 


  

	 	(c)	 in the opinion of the Majority Lenders and the Obligors, an appropriate successor to a Screen Rate.



 “Screen Rate Replacement Event” means, in relation to a Screen Rate: 

 

	 	(a)	 the methodology, formula or other means of determining that Screen Rate has, in the opinion of the Majority
Lenders, and the Obligors materially changed; 


  

	 	(b)	 


  

	 	(i)	 


  

	 	(A)	 the administrator of that Screen Rate or its supervisor publicly announces that such administrator is
insolvent; or 


  

	 	(B)	 information is published in any order, decree, notice, petition or filing, however described, of or filed with
a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Screen Rate is insolvent, 



provided that, in each case, at that time, there is no successor administrator to continue to provide that Screen Rate; 

  
 11 













	 	(ii)	 the administrator of that Screen Rate publicly announces that it has ceased or will cease, to provide that
Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Screen Rate; 


  

	 	(iii)	 the supervisor of the administrator of that Screen Rate publicly announces that such Screen Rate has been or
will be permanently or indefinitely discontinued; or 


  

	 	(iv)	 the administrator of that Screen Rate or its supervisor announces that that Screen Rate may no longer be used;
or 


  

	 	(c)	 the administrator of that Screen Rate determines that that Screen Rate should be calculated in accordance with
its reduced submissions or other contingency or fallback policies or arrangements and either: 


  

	 	(i)	 the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Lenders
and the Obligors) temporary; or 


  

	 	(ii)	 that Screen Rate is calculated in accordance with any such policy or arrangement for a period no less than 1
month; or 


  

	 	(d)	 in the opinion of the Majority Lenders and the Obligors, that Screen Rate is otherwise no longer appropriate
for the purposes of calculating interest under this Agreement. 


  

	10.	 COUNTERPARTS 



This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a
single copy of this Agreement. 
  

	11.	 GOVERNING LAW 



This Agreement and any non-contractual obligations arising out of or in connection with it are governed
by English law. 
  

	12.	 ENFORCEMENT 


  

	12.1	 Jurisdiction of English courts 



 

	 	(a)	 The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with
this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a
“Dispute”). 


  

	 	(b)	 The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes
and accordingly no Party will argue to the contrary. 


  

	 	(c)	 Notwithstanding sub-clause (a) above, any Finance Party may take
proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions. 



  
 12 












 This Agreement has been entered into on the date stated at the beginning of this Agreement. 

  
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 SCHEDULE 1 

THE ORIGINAL WORKING CAPITAL LENDERS 
  

			
	Name of Original Lender	  	Working Capital Facility Commitment
		
	 Goldman Sachs Lending Partners LLC
	  	US$ 50,000,000.00


  
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 EXECUTION PAGE: WORKING CAPITAL FACILITY AGREEMENT 

 

							
	Borrower	  		  		  	
				
	Signed by Jeffrey W. Waters                     	  	)	  		  	
	a duly authorised signatory	  	)	  		  	
	for and on behalf of	  	)	  		  	
	MAXEON SOLAR	  	)	  	                                      
                  	  	
	TECHNOLOGIES, PTE. LTD.	  	)	  	 /s/ Jeffrey W. Waters
	  	
		  		  	Signature	  	
		  		  		  	

  

					
	Original Lender
	
	GOLDMAN SACHS LENDING PARTNERS LLC,
	a Delaware limited liability company,
			
	By:	  	 /s/ Thomas M. Manning
	  	
			
	Name:	  	 Thomas M. Manning
	  	
	Title:	  	 Authorized Signatory
	  	

  

									
	Facility Agent	  		  		  		  	
	Signed by Chan Kim Lim and                        	  	)	  		  		  	
	Noor Azizah
Ador                                         
 	  	)	  		  		  	
	duly authorised representatives	  	)	  		  		  	
	for and on behalf of	  	)	  		  		  	
	DBS BANK LTD.	  	)	  	/s/ Chan Kim Lim	  	/s/ Noor Azizah Ador	  	
		  		  	Signature	  	Signature