ContractSecurity Agreement • February 29th, 2012 • Sunpower Corp • Semiconductors & related devices • New York
THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (III) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONResolution Agreement to Wafering Supply and Sales Agreement • February 29th, 2012 • Sunpower Corp • Semiconductors & related devices
This Resolution Agreement to the Wafering Supply and Sales Agreement (the “Resolution Agreement”) is entered into by and between:
Form of Terms Agreement SunPower Corporation Private Placement Agreement Terms Agreement [Closing Date]Private Placement Agreement • February 29th, 2012 • Sunpower Corp • Semiconductors & related devices
PRIVATE PLACEMENT AGREEMENTPrivate Placement Agreement • February 29th, 2012 • Sunpower Corp • Semiconductors & related devices • New York
This PRIVATE PLACEMENT AGREEMENT (this “Agreement”), dated as of February 28, 2012, by and between Total Gas & Power USA, SAS, a société par actions simplifiée organized under the laws of the Republic of France (“Investor”), and SunPower Corporation, a Delaware corporation (the “Company”).
FIRST AMENDMENT TO LETTER OF CREDIT FACILITY AGREEMENTLetter of Credit Facility Agreement • February 29th, 2012 • Sunpower Corp • Semiconductors & related devices • New York
This First Amendment to Letter of Credit Facility Agreement (this “Amendment”), is entered into as of December 20, 2011 (the “Amendment Effective Date”), by and among SunPower Corporation, a Delaware corporation (the “Company”), SunPower Corporation, Systems, a Delaware corporation (the “Subsidiary Applicant” and, together with the Company, the “Credit Parties” and individually, each a “Credit Party”), Total S.A., a société anonyme organized under the laws of the Republic of France (the “Parent Guarantor”), Deutsche Bank AG New York Branch, as issuing bank and as administrative agent for the Banks (as defined below) (in such capacity, the “Administrative Agent”), and the Required Banks (as defined below).
ContractNote Agreement • February 29th, 2012 • Sunpower Corp • Semiconductors & related devices • New York
THIS NOTE WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (III) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
AMENDMENT NO. 3 TO AFFILIATION AGREEMENTAffiliation Agreement • February 29th, 2012 • Sunpower Corp • Semiconductors & related devices
This AMENDMENT NO. 3 (this “Amendment”) to the Affiliation Agreement, dated as of April 28, 2011 (the “Affiliation Agreement”), by and between Total Gas & Power USA, SAS, a société par actions simplifiée organized under the laws of the Republic of France (“Parent”), and SunPower Corporation, a Delaware corporation (the “Company”), is made and entered into as of February 28, 2012 by and between Parent and the Company. Capitalized terms used in this Amendment and not otherwise defined shall have the meaning given to them in the Affiliation Agreement.
SUNPOWER CORPORATION FORM OF [SECOND AMENDED AND RESTATED] INDEMNIFICATION AGREEMENTIndemnification Agreement • February 29th, 2012 • Sunpower Corp • Semiconductors & related devices • Delaware
This [Second Amended and Restated] Indemnification Agreement (this “Agreement”) is entered into as of [DATE] (the “Effective Date”), by and between SunPower Corporation, a Delaware corporation (the “Company”), and [DIRECTOR/OFFICER NAME] (“Indemnitee”). [This Agreement amends, restates and supersedes that certain Amended and Restated Indemnification Agreement, dated as of August 7, 2008, by and between the Indemnitee and the Company.]
GUARANTYGuaranty • February 29th, 2012 • Sunpower Corp • Semiconductors & related devices • New York
This GUARANTY (the “Guaranty”), dated ___________, is between Total S.A., a société anonyme organized under the laws of the Republic of France (the “Guarantor”), and [BANK], a ________________________, having its registered office at ___________________ (the “Bank”).
COMPENSATION AND FUNDING AGREEMENTCompensation and Funding Agreement • February 29th, 2012 • Sunpower Corp • Semiconductors & related devices • New York
This COMPENSATION AND FUNDING AGREEMENT, dated as of February 28, 2012 (this “Agreement”), is entered into by and between SUNPOWER CORPORATION, a Delaware corporation (“SunPower”), and TOTAL S.A., a société anonyme organized under the laws of the Republic of France (“Total”).
SUNPOWER CORPORATION BRUCE R. LEDESMA AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 29th, 2012 • Sunpower Corp • Semiconductors & related devices • California
This Employment Agreement (this “Agreement”) is entered into as of October 27, 2011 by and between SunPower Corporation (the “Company”) and Bruce R. Ledesma (“Executive”). This Agreement shall be effective as of the date hereof (the “Effective Date”), the date on which the existing Employment Agreement between the Company and Executive shall expire, be of no further force or effect, and be replaced in its entirety by terms of this Agreement.
AMENDMENT NO. 5 TO INGOT SUPPLY AGREEMENTIngot Supply Agreement • February 29th, 2012 • Sunpower Corp • Semiconductors & related devices
THIS AMENDMENT NO. 5 INGOT SUPPLY AGREEMENT (This "Amendment No. 5") is made this 28th day of October 2011 ("Effective Date") by and between Woongjin Energy Co., Ltd., a company organized and existing under the laws of the Republic of Korea with its office located at 1316 GwanPyeong-Dong, YuSung-Gu, DaeJeon, Korea (“Supplier”), and SunPower Corporation, a company organized under the laws of the State of Delaware, United States of America, with its principal office located at 3939 North First Street, San Jose, California 95134, United States of America (“Sunpower”), and SunPower Philippines Manufacturing Limited, a Cayman Islands business and wholly owned subsidiary of SunPower, with a branch office at 100 East Main Avenue, Phase 4, Special Economic Zone, Laguna Techno Park, Binan, Laguna, Philippines 4024 (together with SunPower, “Purchaser”). The Supplier and Purchaser is sometimes referred to herein as a "Party" and collectively, as the "Parties". Capitalized terms used in this Amend
CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION REVOLVING CREDIT AND CONVERTIBLE LOAN AGREEMENT Dated as of February 28, 2012 Between...Revolving Credit and Convertible Loan Agreement • February 29th, 2012 • Sunpower Corp • Semiconductors & related devices • New York
This REVOLVING CREDIT AND CONVERTIBLE LOAN AGREEMENT (this “Agreement”) dated as of February 28, 2012 is made by and between SunPower Corporation, a Delaware corporation (the “Borrower”) and Total Gas & Power USA, SAS, a société par actions simplifiée organized under the laws of France (the “Lender”).
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • February 29th, 2012 • Sunpower Corp • Semiconductors & related devices
This First Amendment to Revolving Credit Agreement (this “Amendment”), is entered into as of December 21, 2011, by and among SunPower Corporation, a Delaware corporation (the “Borrower”), Credit Agricole Corporate and Investment Bank, as administrative agent for the Lenders (as defined below) (in such capacity, the “Agent”), and the Lenders listed on the signature pages hereof.
REVOLVING LOAN NOTERevolving Loan Note • February 29th, 2012 • Sunpower Corp • Semiconductors & related devices
This Note is issued pursuant to and is entitled to the benefits of the Revolving Credit and Convertible Loan Agreement, dated as of February 28, 2012, by and between the Borrower and the Lender (as the same may be amended, restated or otherwise modified from time to time, the “Credit Agreement”). As provided in the Credit Agreement, this Note is subject to mandatory repayment prior to the Maturity Date, in whole or in part.
LIQUIDITY SUPPORT AGREEMENTLiquidity Support Agreement • February 29th, 2012 • Sunpower Corp • Semiconductors & related devices • New York
This LIQUIDITY SUPPORT AGREEMENT, dated as of February 28, 2012 (this “Agreement”), is entered into by and among SUNPOWER CORPORATION, a Delaware corporation (“SunPower”), TOTAL S.A., a société anonyme organized under the laws of the Republic of France (“Total”), and the U.S. DEPARTMENT OF ENERGY, acting by and through the Secretary of Energy (“DOE” and, together with SunPower and Total, the “Parties”).
