PROJECT LOAN FACILITY AGREEMENT CREDIT FACILITY for ANDROMEDA PV S.R.L arranged by BNP PARIBAS, MILAN BRANCH and SOCIÉTÉ GÉNÉRALE, MILAN BRANCH SUBJECT TO IMPOSTA SOSTITUTIVA PURSUANT TO ARTICLES 15 AND FOLLOWING OF ITALIAN PRESIDENTIAL DECREE NO. 601...Project Loan Facility Agreement • February 28th, 2011 • Sunpower Corp • Semiconductors & related devices
Clause Page 1. Interpretation 1 2. Facilities 3 3. Conditions Precedent 3 4. Utilisation 4 5. Repayment 5 6. Prepayment and Cancellation 5 7. Interest 6 8. Interest Periods 7 9. Taxes 7 10. Payments 10 11. Acceleration 10 12. Fees 10 13. Amendments and Waivers 10 14. Changes to the Parties 10 15. Senior Agent 10 16. Notices 11 17. Governing Law 11 18. Enforcement 11
GUARANTYGuaranty • February 28th, 2011 • Sunpower Corp • Semiconductors & related devices • New York
This GUARANTY is entered into as of November 23, 2010, by SunPower Corporation, a Delaware corporation (the “Guarantor”), in favor of and for the benefit of Société Générale and each of its successors and assigns as Lender (as hereinafter defined) under the Credit Agreement referred to below (the “Guarantied Party”).
ContractShare Pledge Agreement • February 28th, 2011 • Sunpower Corp • Semiconductors & related devices
SHARE KUN-PLEDGE AGREEMENT dated as of October 29, 2010 among SUNPOWER CORPORATOIN as Pledgor THE FINANCIAL INSTITUTIONS named herein as Pledgees UNION BANK, N.A. as Administrative Agent relating to CREDIT AGREEMENT DATED AS OF OCTOBER 29, 2010
COMMON TERMS AGREEMENT between BNP PARIBAS, MILAN BRANCH SOCIÉTÉ GÉNÉRALE, MILAN BRANCH DEUTSCHE BANK AG, LONDON BRANCH and ANDROMEDA PV S.R.L. arranged by BNP PARIBAS, MILAN BRANCH and SOCIÉTÉ GÉNÉRALE, MILAN BRANCH SUBJECT TO IMPOSTA SOSTITUTIVA...Common Terms Agreement • February 28th, 2011 • Sunpower Corp • Semiconductors & related devices
Clause Page 1. Interpretation 1 2. Facilities 42 3. Purpose 43 4. Conditions Precedent 44 5. Prepayment and Cancellation 46 6. Payments 53 7. Interest 56 8. Increased Costs 58 9. Mitigation 58 10. Representations 59 11. Information Covenants 64 12. General Covenants 71 13. Project Covenants 76 14. Quotaholder-Related Covenants 85 15. Events 87 16. The Administrative Parties 98 17. Evidence and Calculations 107 18. Fees 108 19. Indemnities 108 20. Expenses 111 21. Amendments and Waivers 112 22. Changes to the Parties 115 23. Advisers 121 24. Disclosure of Information 122 25. Set-Off 123 26. Pro Rata Sharing 123 27. Severability 124 28. Notices 124 29. Language 126 30. Transparency Rules 126 31. Governing Law 126 32. Enforcement 127
EUR 75,000,000 REVOLVING CREDIT AGREEMENT Dated as of November 23, 2010 among SUNPOWER CORPORATION as Parent and SUNPOWER CORPORATION MALTA HOLDINGS LIMITED as Borrower and SOCIÉTÉ GÉNÉRALE, MILAN BRANCH as LenderRevolving Credit Agreement • February 28th, 2011 • Sunpower Corp • Semiconductors & related devices • New York
SUNPOWER CORPORATION, a Delaware corporation (the “Parent”), SUNPOWER CORPORATION MALTA HOLDINGS LIMITED, a limited liability company registered under the laws of Malta (registration number C41439) with registered office at Suite 1, Level 2, Forni Complex, Valletta Waterfront, Pinto Wharf, Floriana FRN 1913, Malta (the “Borrower”) and Société Générale, Milan Branch (“SG”), a company incorporated as a société anonyme under the laws of France, having its registered office at Boulevard Haussmann 29, 75009 Paris, with a fully paid-up corporate capital of Euro 933,027,038.75 (nine hundred and thirty-three million twenty-seven thousand and thirty-eight/75), which acts for the purposes hereof through its Italian branch, whose offices are located in Via Olona 2, Milan, tax code and registration number at the Companies Registry of Milan No. 80112150158, enrolled in the register of the banks held by Bank of Italy under No. 4858 as Lender (as hereinafter defined), agree as follows:
PLEDGE AGREEMENTPledge Agreement • February 28th, 2011 • Sunpower Corp • Semiconductors & related devices • California
THIS PLEDGE AGREEMENT (this “Agreement”), dated as of October 29, 2010, is entered into by and between SUNPOWER CORPORATION, a Delaware corporation (the “Grantor”), and UNION BANK, N.A., as administrative agent for the Lenders (as defined below) (in such capacity, the “Administrative Agent”).
AMENDMENT NO. 1 TO LOAN AGREEMENTLoan Agreement • February 28th, 2011 • Sunpower Corp • Semiconductors & related devices • New York
This AMENDMENT NO. 1 TO LOAN AGREEMENT (this “Amendment”), dated as of November 2, 2010, is made by and between SUNPOWER PHILIPPINES MANUFACTURING LTD., a company organized and existing under the laws of the Cayman Islands, (the “Borrower”) and INTERNATIONAL FINANCE CORPORATION, an international organization established by Articles of Agreement among its member countries (“IFC”).
CREDIT AGREEMENT Dated as of October 29, 2010 among SUNPOWER CORPORATION, as the Borrower, THE GUARANTORS PARTY HERETO, UNION BANK, N.A., as Administrative Agent, Sole Lead Arranger and a Lender, and THE OTHER LENDERS PARTY HERETOCredit Agreement • February 28th, 2011 • Sunpower Corp • Semiconductors & related devices • New York
This CREDIT AGREEMENT is entered into as of October 29, 2010 among SUNPOWER CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and UNION BANK, N.A., as Administrative Agent.
LOAN AGREEMENT Between CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY and SUNPOWER CORPORATION, as Borrower Dated as of December 1, 2010 Relating to California Enterprise Development Authority Recovery Zone Facility Revenue Bonds (SunPower Corporation -...Loan Agreement • February 28th, 2011 • Sunpower Corp • Semiconductors & related devices • California
This LOAN AGREEMENT (this “Agreement” or “Loan Agreement”) is entered into as of December 1, 2010, by and between the CALIFORNIA ENTERPRISE DEVELOPMENT AUTHORITY (the “Issuer”), a public entity duly organized and validly existing under the laws of the State of California, and SUNPOWER CORPORATION, a Delaware corporation (the “Borrower”);
NEW BANK JOINDER AGREEMENTNew Bank Joinder Agreement • February 28th, 2011 • Sunpower Corp • Semiconductors & related devices • New York
NEW BANK JOINDER AGREEMENT, dated as of December 22, 2010 (as it may be amended, supplemented or otherwise modified from time to time, this "Agreement"), among SUNPOWER CORPORATION, a Delaware corporation (the "Company"), DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and as Issuing Bank (in such capacities, respectively, the "Administrative Agent" and the "Issuing Bank"), and Goldman Sachs Bank USA, as a new Bank (the "New Bank").
