ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT (Antelope Valley Solar Project 270.18 MW at the Delivery Point)Engineering, Procurement and Construction Agreement • February 25th, 2013 • Sunpower Corp • Semiconductors & related devices • New York
THIS ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT, dated as of December 28, 2012 (this “Agreement”), is entered into by and between SOLAR STAR CALIFORNIA XX, LLC, a Delaware limited liablity company (“Owner”), and SunPower Corporation, Systems, a corporation formed under the laws of the State of Delaware (“Contractor”). Owner and Contractor are each hereinafter sometimes referred to as a “Party” and collectively as the “Parties.”
ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT (Antelope Valley Solar Project 308.97 MW at the Delivery Point)Engineering, Procurement and Construction Agreement • February 25th, 2013 • Sunpower Corp • Semiconductors & related devices • New York
THIS ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT, dated as of December 28, 2012 (this “Agreement”), is entered into by and between SOLAR STAR CALIFORNIA XIX, LLC, a Delaware limited liability company (“Owner”), and SunPower Corporation, Systems, a corporation formed under the laws of the State of Delaware (“Contractor”). Owner and Contractor are each hereinafter sometimes referred to as a “Party” and collectively as the “Parties.”
THIRD AMENDMENT TO CREDIT SUPPORT AGREEMENTCredit Support Agreement • February 25th, 2013 • Sunpower Corp • Semiconductors & related devices
This Third Amendment (this “Amendment”) to the Credit Support Agreement, dated as of April 28, 2011, as amended by that Amendment to Credit Support Agreement, dated as of June 7, 2011 and that Second Amendment to Credit Support Agreement, dated December 12, 2011 (as so amended and as further as amended, modified, supplemented, extended or restated from time to time, the “Credit Support Agreement”), by and between Total S.A., a société anonyme organized under the laws of the Republic of France (the “Guarantor”), and SunPower Corporation, a Delaware corporation (the “Company”), is made and entered into as of December 14, 2012 by and between the Guarantor and the Company. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to them in the Credit Support Agreement.
AMENDMENT NO. 1 TO MASTER AGREEMENTMaster Agreement • February 25th, 2013 • Sunpower Corp • Semiconductors & related devices • Delaware
This AMENDMENT NO. 1 dated as of December 20, 2012 to a certain MASTER AGREEMENT, dated as of December 23, 2011 (this “Agreement”), is made by and among SunPower Corporation, a Delaware company (“SunPower”), Total Gas & Power USA, SAS, a société par actions simplifiée organized under the laws of the Republic of France (“Total G&P”), and Total S.A., a société anonyme organized under the laws of the Republic of France (the “Guarantor”). Capitalized terms used herein and not otherwise defined herein, shall have the meaning ascribed to such terms in the Master Agreement.
MORTGAGE SUPPLEMENT Mortgage Supplement No. 1Mortgage Supplement • February 25th, 2013 • Sunpower Corp • Semiconductors & related devices
This Mortgage Supplement No. 1 (the “Supplement”), is entered into by and among SunPower Philippines Manufacturing Ltd., a foreign corporation duly licensed to do business under the laws of the Philippines with office address at 100 Trade Avenue, Phase 4, Special Economic Zone, Laguna Technopark, Biñan Laguna (“SPML”), SPML Land, Inc., a corporation organized and existing under the laws of the Philippines with principal address at 100 East Main Ave., LTI Biñan Laguna (“SPML Land” or, together with SPML, the “Mortgagors”, or, individually, each the “Mortgagor”); and the International Finance Corporation, an international organization established by the Articles of Agreement among its member countries including the Republic of Philippines ("IFC" or the “Mortgagee”).
MORTGAGE SUPPLEMENT Mortgage Supplement No. 2Mortgage Supplement • February 25th, 2013 • Sunpower Corp • Semiconductors & related devices
This Mortgage Supplement No. 2 (the “Supplement”), is entered into by and among SunPower Philippines Manufacturing Ltd., a foreign corporation duly licensed to do business under the laws of the Philippines with office address at 100 Trade Avenue, Phase 4, Special Economic Zone, Laguna Technopark, Biñan Laguna (“SPML”), SPML Land, Inc., a corporation organized and existing under the laws of the Philippines with principal address at 100 East Main Ave., LTI Biñan Laguna (“SPML Land” or, together with SPML, the “Mortgagors”, or, individually, each the “Mortgagor”); and the International Finance Corporation, an international organization established by the Articles of Agreement among its member countries including the Republic of Philippines ("IFC" or the “Mortgagee”).
THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • February 25th, 2013 • Sunpower Corp • Semiconductors & related devices • New York
This Third Amendment to Revolving Credit Agreement (this “Amendment”), is entered into as of December 24, 2012, by and among SunPower Corporation, a Delaware corporation (the “Borrower”), Credit Agricole Corporate and Investment Bank, as administrative agent for the Lenders (in such capacity, the “Agent”), and the Lenders listed on the signature pages hereof.
PHILIPPINES: SunPower Philippines Manufacturing Ltd. (the “Borrower”) and SunPower Corporation (the “Guarantor”) Waiver and Amendment Letter - Guarantee Agreement and Loan Agreement - Investment No. 27807Loan Agreement • February 25th, 2013 • Sunpower Corp • Semiconductors & related devices
SECOND AMENDMENT TO LETTER OF CREDIT FACILITY AGREEMENTLetter of Credit Facility Agreement • February 25th, 2013 • Sunpower Corp • Semiconductors & related devices • New York
This Second Amendment to Letter of Credit Facility Agreement (this “Amendment”), is entered into as of December 19, 2012 (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).
