which the security interests were
granted and the rights of the holder of this Note in respect thereof.
Upon the occurrence of any one or more Events of Default, all principal and
accrued interest then remaining unpaid on this Note shall become, or may be
declared to be, immediately due and payable, all as provided in the Credit
Agreement.
All parties now and hereafter liable with respect to this Note, whether maker,
principal, surety, guarantor, endorser or otherwise, hereby waive presentment,
demand, protest and all other notices of any kind.
Unless otherwise defined herein, terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT
AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE
WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 9.7 OF THE CREDIT
AGREEMENT.
THIS AGREEMENT, AND ANY INSTRUMENT OR AGREEMENT REQUIRED HEREUNDER (TO THE
EXTENT NOT EXPRESSLY PROVIDED FOR THEREIN), SHALL BE GOVERNED BY, AND CONSTRUED
UNDER, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CONFLICTS OF LAWS
PROVISIONS THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW).
SUNPOWER REVOLVER HOLDCO I, LLC
By:
Name:
Title:
2
Exhibit C to
Credit Agreement (SunPower Revolver HoldCo I, LLC)
Schedule A to
Exhibit C
LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS
Date Amount of Base Rate Loans Amount Converted to Base Rate Loans Amount of
Principal of Base Rate Loans Repaid Amount of Base Rate Loans Converted to LIBOR
Loans Unpaid Principal Balance of Base Rate Loans Notation Made By
3
Schedule B
to Exhibit C
LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF LIBOR LOANS
Date Amount of LIBOR Loans Amount Converted to LIBOR Loans Interest Period and
LIBOR Rate with Respect Thereto Amount of Principal of LIBOR Loans Repaid Amount
of LIBOR Loans Converted to Base Rate Loans Unpaid Principal Balance of LIBOR
Loans Notation Made By
4
FINAL FORM
EXHIBIT C-2
FORM OF LC LOAN NOTE
THIS LC LOAN NOTE ("NOTE") AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE
TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT
AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS
REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE
ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT.
$[_________________] New York, New York
Date:__________, ____,
FOR VALUE RECEIVED, the undersigned, SUNPOWER REVOLVER HOLDCO I, LLC, a Delaware
limited liability company (the "Borrower"), hereby unconditionally promises to
pay to [_____] (the "Lender") or its registered assigns at the office specified
in the Credit Agreement (as hereinafter defined) in lawful money of the United
States and in immediately available funds, on the LC Loan Maturity Date the
principal amount of (a) $[ ], or, if less, (b) the aggregate unpaid principal
amount of all LC Loans made by the Lender under the Credit Agreement. The
principal amount shall also be paid