SIXTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT
AND WAIVER OF DEFAULT
This Amendment, dated as of December 29, 2006, is made by and between NETLIST, INC., a
Delaware corporation, and NETLIST TECHNOLOGY TEXAS, L.P., a Texas limited partnership (each a
“Borrower” and collectively, the “Borrowers”), on the one hand, and WELLS FARGO BANK, NATIONAL
ASSOCIATION (the “Lender”), acting through its WELLS FARGO BUSINESS CREDIT operating division,
on the other hand.
The Borrowers and Wells Fargo Business Credit, Inc., a Minnesota corporation (“WFBCI”), are parties
to an Amended and Restated Credit and Security Agreement, dated as of December 27, 2003, as amended by a
First Amendment to Amended and Restated Credit and Security Agreement, dated as of June 30, 2004, a
Second Amendment to Credit and Security Agreement and Waiver of Defaults, dated as of December 20, 2005,
a Third Amendment to Credit and Security Agreement, dated as of February 14, 2006, a Fourth Amendment to
Credit and Security Agreement and Waiver of Defaults, dated as of April 18, 2006, and a Fifth Amendment to
Credit and Security Agreement, dated as of July 28, 2006 (as so amended, the “Credit Agreement”).
Capitalized terms used in these recitals have the meanings given to them in the Credit Agreement unless otherwise
WFBCI has merged with and into Lender and Lender is the surviving corporation.
The Borrowers have requested that the Lender make certain amendments to the Credit Agreement,
which the Lender is willing to make pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements
herein contained, it is agreed as follows:
1. Defined Terms .
(a) Capitalized terms used in this Amendment which are defined in the Credit Agreement shall have
the same meanings as defined therein, unless otherwise defined herein.
(b) Clause (x) of the definition of “Eli