EXHIBIT 10.1
EXECUTION VERSION
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
(this
“Amendment” ), dated as of February 10, 2010, is among SUNPOWER CORPORATION, a Delaware
corporation (“ SunPower ”), SUNPOWER NORTH AMERICA, LLC , a Delaware limited liability company (“
SunPowerNA”) , SUNPOWER CORPORATION, SYSTEMS , a Delaware corporation (“ SunPower Systems ”),
and WELLS FARGO BANK, NATIONAL ASSOCIATION (“ Bank ”).
RECITALS
WHEREAS SunPower and Bank have previously entered into that certain Amended and Restated Credit
Agreement, dated as of March 20, 2009 (as amended, amended and restated and/or otherwise supplemented or
modified prior to the date hereof (including, without limitation, pursuant to that certain First Amendment to
Amended and Restated Credit Agreement, dated as of April 17, 2009, that certain Second Amendment to
Amended and Restated Credit Agreement, dated as of August 31, 2009, and that certain Third Amendment to
Amended and Restated Credit Agreement, dated as of December 22, 2009 (the “ Third Amendment ”), and
pursuant to that certain Consent to New Indebtedness, dated as of April, 2009 (the “ Consent ”)), the “
Existing Credit Agreement ”);
WHEREAS each of SunPower, SunPowerNA and SunPower Systems has requested that Bank, subject
to and upon the terms and conditions contained herein, amend the Existing Credit Agreement; and
WHEREAS Bank is willing, subject to and upon the terms and conditions contained herein, to amend the
Existing Credit Agreement;
AGREEMENT
NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
Section 1. Definitions . Each capitalized term used but not otherwise defined herein has the
meaning ascribed thereto in the Existing Credit Agreement.
Section 2. Amendments to Credit Agreement . Subject to Section 4 he