0000940180-97-001158 Sample Contracts

LOAN AGREEMENT BETWEEN MELLON BANK (DE), N.A. and ASTROPOWER, INC.
Loan Agreement • December 18th, 1997 • Astropower Inc • Delaware
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FOR GPU SOLAR, L.L.C.
Operating Agreement • December 18th, 1997 • Astropower Inc • New Jersey
BACKGROUND ----------
Security Agreement • December 18th, 1997 • Astropower Inc • Delaware
EXHIBIT 10.2 REVISED AGREEMENT -----------------
Lease Agreement • December 18th, 1997 • Astropower Inc
EXHIBIT 10.4 ASTROPOWER, INC. Solar Park Newark, Delaware 19716-2000 May 1, 1996
Employment Agreement • December 18th, 1997 • Astropower Inc • Delaware
Appendix B STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 18th, 1997 • Astropower Inc
BACKGROUND ----------
Term Loan Note • December 18th, 1997 • Astropower Inc

This Amended and Restated Revolving Credit Note (the "Note") arises out of the transactions described in the Loan Agreement. Prior to execution of this Note, the Borrower executed, inter alia, that certain Note and Security Agreement dated May 22, 1996 and that certain Note and Security Agreement dated February 4, 1993 (collectively, and as amended prior to the date hereof, the "Existing Note").

01-10-1997 PROMISSORY NOTE PAGE 2 (CONTINUED)
Promissory Note • December 18th, 1997 • Astropower Inc • Delaware
BACKGROUND ----------
Line of Credit Note • December 18th, 1997 • Astropower Inc

This Amended and Restated Revolving Credit Note (the "Note") arises out of the transactions described in the Loan Agreement. Prior to execution of this Note, the Borrower executed, inter alia, that certain Note and Security Agreement dated December 15, 1996 (as amended prior to the date hereof, the "Existing Note").

EXHIBIT 10.10 BUSINESS LOAN AGREEMENT
Business Loan Agreement • December 18th, 1997 • Astropower Inc • Delaware

THIS BUSINESS LOAN AGREEMENT BETWEEN ASTROPOWER, INC. ("BORROWER") AND ARTISANS' BANK ("LENDER") IS MADE AND EXECUTED ON THE FOLLOWING TERMS AND CONDITIONS. BORROWER HAS RECEIVED PRIOR COMMERCIAL LOANS FROM LENDER OR HAS APPLIED TO LENDER FOR A COMMERCIAL LOAN OR LOANS AND OTHER FINANCIAL ACCOMMODATIONS, INCLUDING THOSE WHICH MAY BE DESCRIBED ON ANY EXHIBIT OR SCHEDULE ATTACHED TO THIS AGREEMENT. ALL SUCH LOANS AND FINANCIAL ACCOMMODATIONS, TOGETHER WITH ALL FUTURE LOANS AND FINANCIAL ACCOMMODATIONS FROM LENDER TO BORROWER, ARE REFERRED TO IN THIS AGREEMENT INDIVIDUALLY AS THE "LOAN" AND COLLECTIVELY AS THE "LOANS." BORROWER UNDERSTANDS AND AGREES THAT: (A) IN GRANTING, RENEWING, OR EXTENDING ANY LOAN, LENDER IS RELYING UPON BORROWER'S REPRESENTATIONS, WARRANTIES, AND AGREEMENTS, AS SET FORTH IN THIS AGREEMENT; (B)) THE GRANTING, RENEWING, OR EXTENDING OF ANY LOAN BY LENDER AT ALL TIMES SHALL BE SUBJECT TO LENDER'S SOLE JUDGMENT AND DISCRETION; AND (C) ALL SUCH LOANS SHALL BE AND SHALL

EXHIBIT 10.13 COMMERCIAL GUARANTY ============================================= ===================================
Commercial Guaranty • December 18th, 1997 • Astropower Inc • Delaware
EXHIBIT 10.12 COMMERCIAL SECURITY AGREEMENT =================================== =============================================
Commercial Security Agreement • December 18th, 1997 • Astropower Inc • Delaware
NOTE PURCHASE AGREEMENT
Note Purchase Agreement • December 18th, 1997 • Astropower Inc • New York
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