THIRD AMENDMENT TO CREDIT AGREEMENT
THIRD
AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT
AGREEMENT (this "Amendment") is entered into as of February 13, 2008, by and
between SUNPOWER CORPORATION, a Delaware corporation ("Borrower"), and XXXXX
FARGO BANK, NATIONAL ASSOCIATION ("Bank").
RECITALS
WHEREAS, Borrower is currently indebted
to Bank pursuant to the terms and conditions of that certain Credit Agreement
between Borrower and Bank dated as of July 13, 2007, as amended from time to
time ("Credit Agreement").
WHEREAS, Bank and Borrower have agreed
to certain changes in the terms and conditions set forth in the Credit Agreement
and have agreed to amend the Credit Agreement to reflect said
changes.
NOW, THEREFORE, for valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree that the Credit Agreement shall be amended as
follows:
1. The
maximum principal amount available under the Letter of Credit Subfeature of the
Line of Credit is hereby increased from $40,000,000.00 to
$50,000,000.00. Section 1.1(b) (entitled “Letter of Credit
Subfeature”) is hereby deemed amended accordingly.
2. Borrower
agrees that the terms of the Waiver Agreement dated as of January 18, 2008
remain in full force and effect. Without limiting the generality of
the foregoing, it is understood and agreed that all of Borrower’s Secured
Obligations (as defined in said Waiver Agreement) are and shall remain secured
pursuant to the terms of the Security Agreement (Deposit Account) dated as of
July 13, 2007, as amended by the terms of said Waiver
Agreement. Borrower shall, as a condition to each advance under the
Line of Credit and the issuance of each Letter of Credit or Subfeature Letter of
Credit, cause the amount maintained in the deposit account described in the
Security Agreement to be equal to or greater than 100% of the aggregate amount
of such Secured Obligations (after giving effect to the proposed advance, Letter
of Credit or Subfeature Letter of Credit).
3. Except
as specifically provided herein, all terms and conditions of the Credit
Agreement remain in full force and effect, without waiver or
modification. All terms defined in the Credit Agreement shall have
the same meaning when used in this Amendment. This Amendment and the
Credit Agreement shall be read together, as one document.
4. Borrower
hereby remakes all representations and warranties contained in the Credit
Agreement and reaffirms all covenants set forth therein. Borrower
further certifies that as of the date of this Amendment there exists no Event of
Default as defined in the Credit Agreement, nor any condition, act or event
which with the giving of notice or the passage of time or both would constitute
any such Event of Default.
1
IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be executed as of the day and year first written
above.
| SUNPOWER CORPORATION | XXXXX FARGO BANK, | |||
| NATIONAL ASSOCIATION | ||||
|
By:
/s/ Xxxxxxxx X. Xxxxxxxxx
|
/s/
Xxxxxxx X. Xxxxxxxxx
|
|||
|
Xxxxxxxx
X. Xxxxxxxxx
|
Xxxxxxx
X. Xxxxxxxxx
|
|||
|
Chief
Financial Officer
|
Vice
President
|
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