Contract
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Exhibit 99.2 SUPPLEMENTAL INDENTURE No.3 SUPPLEMENTAL INDENTURE No.3 (this “Supplemental Indenture”) dated as of October 14, 2022 among Maxeon Solar Technologies, Ltd. (or its successor) (the “Company”), SunPower Philippines Manufacturing Ltd. (“SunPower Philippines”), Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), DB Trustees (Hong Kong) Limited, as Collateral Trustee (the “Collateral Trustee”) and Rizal Commercial Banking Corporation – Trust and Investments Group, as supplemental collateral trustee (the “Supplemental Collateral Trustee”) under the indenture referred to below. WHEREAS the Company (or its successor) and the guarantors named therein have heretofore executed and delivered to the Trustee and the Collateral Trustee an indenture dated as of August 17, 2022 (as amended by the Supplemental Indenture No.1, dated September 30, 2022, by and among the Company, the Trustee and the Collateral Trustee and the Supplemental Indenture No.2, dated October 14, 2022, by and among the Company, the New Guarantor named therein, the Trustee and the Collateral Trustee (the “Indenture”), providing for the issuance of the Company’s 7.50% Convertible First Lien Senior Secured Notes (the “Notes”), initially in an aggregate principal amount of $207,000,000; WHEREAS, pursuant to Section 11.09 of the Indenture, the Company is authorized to appoint an additional institution as a separate collateral trustee or a supplemental collateral trustee by executing a supplemental indenture; WHEREAS, pursuant to Section 11.09 of the Indenture, the Company intends to appoint the Supplemental Collateral Trustee as collateral trustee in respect of Collateral (the “Philippine Collateral”) governed by a Philippine law governed all-asset omnibus security agreement (the “Philippine Security Document”) dated on or about the date of this Supplemental Indenture between SunPower Philippines and the Supplemental Collateral Trustee; WHEREAS, pursuant to Section 8.01 of the Indenture, the Trustee and the Company are authorized to execute and deliver this Supplemental Indenture without the consent of any Holder of the Notes; NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, SunPower Philippines, the Trustee, the Collateral Trustee and the Supplemental Collateral Trustee mutually covenant and agree for the equal and ratable benefit of the Holders (as defined in the Indenture) as follows: 1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. 2. Appointment of Supplemental Collateral Trustee. The Company hereby appoints, and SunPower Philippines hereby acknowledges and agrees to the appointment of, the Supplemental Collateral Trustee as collateral trustee in respect of the Philippine Collateral. 1
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No.3 to be duly executed as of the date first above written. MAXEON SOLAR TECHNOLOGIES, LTD. By: /s/ Xxx Xxxxxxxxxx Name: Xxx Xxxxxxxxxx Title: Authorized Signatory [Signature Page to Supplemental Indenture No.3]
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SUNPOWER PHILIPPINES MANUFACTURING LTD. By: /s/ Xxx Xxxxxxxxxx Name: Xxx Xxxxxxxxxx Title: Authorized Signatory [Signature Page to Supplemental Indenture No.3]
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DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE, REGISTRAR, PAYING AGENT, CONVERSION AGENT By: /s/ Xxxxx Xxxxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxxxx Title: Vice President By: /s/ Xxxxx Xxxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxxx Title: Vice President DB TRUSTEES (HONG KONG) LIMITED, AS COLLATERAL TRUSTEE By: /s/ Xxx, Xxxx Xxxx Xxxxxxx Name: Xxx, Xxxx Xxxx Xxxxxxx Title: Authorized Signatory By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory [Signature Page to Supplemental Indenture No.3]
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RIZAL COMMERCIAL BANKING CORPORATION – TRUST AND INVESTMENTS GROUP, AS SUPPLEMENTAL COLLATERAL TRUSTEE By: /s/ Xxxx Xxx X. Xxxxxx Name: Xxxx Xxx X. Xxxxxx Title: First Vice President By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President [Signature Page to Supplemental Indenture No.3]