0000867773-09-000035 Sample Contracts

THIRD PARTY PLEDGE AGREEMENT
Third Party Pledge Agreement • August 3rd, 2009 • Sunpower Corp • Semiconductors & related devices • California
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PHOTOVOLTAIC EQUIPMENT MASTER SUPPLY AGREEMENT BETWEEN FPL GROUP, INC. AND SUNPOWER CORPORATION, SYSTEMS Dated as of April 21, 2009
Photovoltaic Equipment Master Supply Agreement • August 3rd, 2009 • Sunpower Corp • Semiconductors & related devices • New York

This Photovoltaic Equipment Master Supply Agreement (the “Agreement”) is made and entered into as of April 21, 2009 (“Effective Date”) by and between SunPower Corporation, Systems, a company formed under the laws of Delaware (“SunPower”) and FPL Group, Inc., a company formed under the laws of Florida (“FPL Group”).

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 3rd, 2009 • Sunpower Corp • Semiconductors & related devices

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is entered into as of April 17, 2009, by and between SUNPOWER CORPORATION, a Delaware corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").

SECOND AMENDED AND RESTATED JOINT ADDENDUM TO SECURITY AGREEMENT (DEPOSIT ACCOUNTS) AND SECURITY AGREEMENT (SECURITIES ACCOUNT)
Security Agreement • August 3rd, 2009 • Sunpower Corp • Semiconductors & related devices

THIS SECOND AMENDED AND RESTATED JOINT ADDENDUM, dated as of April 17, 2009, is attached to and made a part of that certain (i) Security Agreement: Securities Account executed by SUNPOWER CORPORATION ("Debtor") in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"), dated as of March 18, 2008 (the "Securities Agreement") and Amended and Restated Security Agreement (Deposit Accounts) executed by SUNPOWER CORPORATION ("Debtor") in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"), dated as of April 17, 2009 (the “Deposit Agreement”), and amends and restates the Amended and Restated Addendum to the Securities Agreement dated as of May 19, 2008. The Securities Agreement and the Deposit Agreement are referred to collectively as the “Agreement.” Capitalized terms used herein and not defined in the Agreement shall have the respective meanings ascribed to them in the Credit Agreement as defined below

CONTINUING GUARANTY
Continuing Guaranty • August 3rd, 2009 • Sunpower Corp • Semiconductors & related devices • California
SECURITY AGREEMENT
Security Agreement • August 3rd, 2009 • Sunpower Corp • Semiconductors & related devices

This Security Agreement (this “Agreement”) is executed at San Jose, California on April 17, 2009 by SUNPOWER CORPORATION, a Delaware corporation (herein called “Debtor”) for the benefit of UNION BANK, N.A. (herein called “Bank”).

LOAN AGREEMENT
Loan Agreement • August 3rd, 2009 • Sunpower Corp • Semiconductors & related devices • California

THIS LOAN AGREEMENT (“Agreement”) is made and entered into as of April 17, 2009 by and between SUNPOWER CORPORATION, a Delaware corporation (“Borrower”), and UNION BANK, N.A., a national banking association (“Bank”).

AMENDED AND RESTATED SECURITY AGREEMENT: (DEPOSIT ACCOUNTS)
Security Agreement • August 3rd, 2009 • Sunpower Corp • Semiconductors & related devices • Delaware
Amendment no. 1 to Long-Term Ingot and Wafer Supply Agreement between NorSun AS and SunPower Corporation
Long-Term Ingot and Wafer Supply Agreement • August 3rd, 2009 • Sunpower Corp • Semiconductors & related devices

This Amendment No. 1 to the Long-Term Ingot and Wafer Supply Agreement dated 9. August 2007 (the “Amendment”) is entered into as of __. November 2007 (the “Amendment Date”), between SunPower Corporation, a company organized under the laws of Delaware, USA, with registered address 3939 North First Street, San Jose, California 95134, USA ("SunPower") and NorSun AS, a company organized under the laws of Norway with registered address Bankplassen 1, 0151 OSLO.

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