SEC Info - Sunpower Corp - ‘10-Q’ for 9/27/15

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Sunpower Corp – ‘10-Q’ for 9/27/15 – ‘EX-10.3’

On: Wednesday, 10/28/15, at 7:13pm ET · As of: 10/29/15 · For: 9/27/15 · Accession #: 867773-15-75 · File #: 1-34166

  As Of               Filer                 Filing    For·On·As Docs:Size

10/29/15  Sunpower Corp                     10-Q        9/27/15   76:16M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.03M 
 2: EX-10.1     Material Contract                                   HTML     35K 
 3: EX-10.2     Material Contract                                   HTML     92K 
 4: EX-10.3     Material Contract                                   HTML     52K 
 5: EX-31.1     Certification by Chief Executive Officer Pursuant   HTML     29K 
                to Rule 13A-14(A)/15D-14(A).                                     
 6: EX-31.2     Certification by Chief Financial Officer Pursuant   HTML     29K 
                to Rule 13A-14(A)/15D-14(A)                                      
 7: EX-32.1     Certification Furnished Pursuant to 18 U.S.C.       HTML     25K 
                Section 1350 as Adopted Pursuant T                               
52: R1          Document and Entity Information Document            HTML     49K 
40: R2          Consolidated Balance Sheets                         HTML    152K 
50: R3          Consolidated Balance Sheets (Parentheticals)        HTML     44K 
54: R4          Consolidated Statements of Operations               HTML     95K 
70: R5          Consolidated Statement of Comprehensive Income      HTML     52K 
                (Loss) Statement                                                 
42: R6          Consolidated Statements of Equity                   HTML    102K 
49: R7          Consolidated Statements of Cash Flows               HTML    189K 
36: R8          Consolidated Statements of Cash Flows               HTML     26K 
                (Parentheticals)                                                 
28: R9          The Company and Summary of Significant Accounting   HTML     46K 
                Policies                                                         
71: R10         Transactions with Total and Total S.A.              HTML     81K 
56: R11         8point3 Energy Partners LP (Notes)                  HTML     37K 
55: R12         Business Combinations (Notes)                       HTML     32K 
61: R13         Goodwill and Other Intangible Assets                HTML     80K 
62: R14         Balance Sheet Components                            HTML    185K 
59: R15         Leasing                                             HTML     96K 
63: R16         Fair Value Measurements                             HTML    145K 
51: R17         Restructuring                                       HTML     98K 
53: R18         Commitments and Contingencies                       HTML    110K 
58: R19         Equity Method Investments                           HTML     47K 
76: R20         Debt and Credit Sources                             HTML    186K 
66: R21         Derivative Financial Instruments                    HTML    165K 
46: R22         Income Taxes                                        HTML     28K 
57: R23         Net Income (Loss) Per Share                         HTML    134K 
48: R24         Stock-Based Compensation                            HTML     64K 
22: R25         Segment Information                                 HTML    129K 
67: R26         The Company and Summary of Significant Accounting   HTML     51K 
                Policies (Policies)                                              
73: R27         The Company and Summary of Significant Accounting   HTML     47K 
                Policies (Tables)                                                
31: R28         Transactions with Total and Total S.A. (Tables)     HTML     80K 
30: R29         Goodwill and Other Intangible Assets (Tables)       HTML     61K 
34: R30         Balance Sheet Components (Tables)                   HTML    206K 
35: R31         Leasing (Tables)                                    HTML     84K 
37: R32         Fair Value Measurements (Tables)                    HTML    164K 
20: R33         Restructuring (Tables)                              HTML     97K 
64: R34         Commitments and Contingencies (Tables)              HTML     71K 
45: R35         Debt and Credit Sources (Tables)                    HTML    136K 
47: R36         Derivative Financial Instruments (Tables)           HTML    152K 
25: R37         Net Income (Loss) Per Share (Tables)                HTML    129K 
75: R38         Stock-Based Compensation (Tables)                   HTML     65K 
14: R39         Segment Information (Tables)                        HTML    304K 
38: R40         The Company and Summary of Significant Accounting   HTML     41K 
                Policies Property, Plant & Equipment, Estimated                  
                Useful Life (Details)                                            
69: R41         The Company and Summary of Significant Accounting   HTML     29K 
                Policies (Details)                                               
24: R42         Transactions with Total and Total S.A. (Details)    HTML    132K 
29: R43         8point3 Energy Partners LP (Details)                HTML     45K 
33: R44         Business Combinations (Details)                     HTML     30K 
41: R45         Goodwill and Other Intangible Assets - Goodwill     HTML     33K 
                RollForward (Details)                                            
19: R46         Goodwill and Other Intangible Assets - Intangible   HTML     50K 
                Assets (Details)                                                 
27: R47         Goodwill and Other Intangible Assets - Future       HTML     43K 
                Amortization (Details)                                           
16: R48         Goodwill and Other Intangible Assets - Narrative    HTML     29K 
                (Details)                                                        
68: R49         Balance Sheet Components (Details)                  HTML    273K 
23: R50         Leasing (Details)                                   HTML    124K 
65: R51         Fair Value Measurements (Details)                   HTML    174K 
26: R52         Restructuring (Details)                             HTML     80K 
39: R53         Commitments and Contingencies (Details)             HTML    189K 
15: R54         Equity Method Investments (Details)                 HTML     50K 
18: R55         Debt and Credit Sources (Details)                   HTML    449K 
32: R56         Derivative Financial Instruments (Details)          HTML    126K 
21: R57         Income Taxes (Details)                              HTML     33K 
72: R58         Net Income (Loss) Per Share (Details)               HTML    117K 
44: R59         Stock-Based Compensation (Details)                  HTML     44K 
60: R60         Segment Information (Details)                       HTML    110K 
74: XML         IDEA XML File -- Filing Summary                      XML    132K 
17: EXCEL       IDEA Workbook of Financial Reports                  XLSX    117K 
 8: EX-101.INS  XBRL Instance -- spwr-20150927                       XML   4.65M 
10: EX-101.CAL  XBRL Calculations -- spwr-20150927_cal               XML    402K 
11: EX-101.DEF  XBRL Definitions -- spwr-20150927_def                XML   1.28M 
12: EX-101.LAB  XBRL Labels -- spwr-20150927_lab                     XML   3.07M 
13: EX-101.PRE  XBRL Presentations -- spwr-20150927_pre              XML   1.69M 
 9: EX-101.SCH  XBRL Schema -- spwr-20150927                         XSD    266K 
43: ZIP         XBRL Zipped Folder -- 0000867773-15-000075-xbrl      Zip    431K

‘EX-10.3’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Exhibit

Exhibit 10.3

FIFTH AMENDMENT TO LETTER OF CREDIT FACILITY AGREEMENT

This Fifth Amendment to Letter of Credit Facility Agreement (this “Amendment”), is entered into as of October 7, 2015, 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).

BACKGROUND

A. The Credit Parties and the Parent Guarantor entered into that certain Letter of Credit Facility Agreement, dated as of August 9, 2011 (as amended by the First Amendment dated as of December 20, 2011, the Second Amendment dated as of December 19, 2012, the Third Amendment dated as of December 23, 2013, and the Fourth Amendment dated as of December 23, 2014, as may be further amended, modified, supplemented, extended or restated from time to time, the “Credit Agreement”), with the Administrative Agent and the several financial institutions from time to time a party thereto (the “Banks”). Each capitalized term used herein, that is not defined herein, shall have the meaning ascribed thereto in the Credit Agreement.

B. The Credit Parties have requested that the Administrative Agent, the Required Banks and the Parent Guarantor amend the Credit Agreement to limit DB's obligation to issue LOCs under the Facility to LOCs in an aggregate amount outstanding at any time not to exceed $250,000,000 to be effective as of the Fifth Amendment Effective Date.

C. Although the Administrative Agent, the Parent Guarantor and those certain Banks defined as “Required Banks” under the Credit Agreement (the “Required Banks”) are under no obligation to do so, the Administrative Agent, the Parent Guarantor and the Required Banks are willing to amend the Credit Agreement in accordance with the terms, and subject to the conditions, set forth herein.

AGREEMENT

The parties to this Amendment, intending to be legally bound, hereby agree as follows pursuant to Section 8.01 of the Credit Agreement:

1.Incorporation of Recitals. Each of the above recitals is incorporated herein as true and correct and is relied upon by the Administrative Agent and each Required Bank in agreeing to the terms of this Amendment.

2.Amendment to Credit Agreement. The reference to “$778,000,000” set forth in clause (z) of Section 2.01(a)(v) of the Credit Agreement is hereby replaced with a reference to “$250,000,000.”

3.Confirmation of Guaranty. The Parent Guarantor ratifies and reaffirms its obligations under the Parent Guaranty and each and every term, condition, and provision of the Parent Guaranty. The Parent Guarantor further represents and warrants that it has no defenses or claims against the Administrative Agent or any Bank that would or might affect the enforceability of the Parent Guaranty and that the Parent Guaranty remains in full force and effect.

4.Ratification and Confirmation of Loan Documents. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not alter, modify, amend, or in any

way affect any of the terms, conditions, obligations, covenants, or agreements contained in the Credit Agreement or any other Loan Document, and shall not operate as a waiver of any right, power, or remedy of the Administrative Agent or any Bank under the Credit Agreement or any other Loan Document. Except as expressly set forth herein, the Credit Agreement and all other instruments, documents and agreements entered into in connection with the Credit Agreement and each other Loan Document shall be and remain in full force and effect in accordance with their respective terms and hereby are ratified and confirmed by each Credit Party in all respects.

5.Representations and Warranties. The Parent Guarantor and each Credit Party hereby represents and warrants that:

a.the representations and warranties contained in each Loan Document to which the Parent Guarantor or such Credit Party is a party are true and correct in all material respects (except to the extent already qualified by materiality which such representations and warranties shall be true and correct in all respects) on and as of the date hereof;

b.no Block Notice is in effect;

c.on and as of the date hereof, no Change in Law has occurred, no order, judgment or decree of any Governmental Authority has been issued, and no litigation is pending or threatened, which enjoins, prohibits, or restrains (or with respect to any litigation seeks to enjoin, prohibit, or restrain), the reimbursement of LOC Disbursements, the issuance of any LOC or any participation therein, the consummation of any of the other transactions contemplated hereby, or the use of proceeds of the Facility; and

d.no Event of Default, or event or condition that would constitute an Event of Default described in Section 6.01(a), Section 6.01(f), or Section 6.01(g) of the Credit Agreement but for the requirement that notice be given or time elapse or both, has occurred and is continuing or would result immediately after giving effect to this Amendment and the transactions contemplated hereby.

6.Fifth Amendment Effective Date. The amendment set forth in Section 2 of this Amendment shall become effective on the date hereof (the “Fifth Amendment Effective Date”) if each of the following conditions shall have been satisfied on or before such date:

The Administrative Agent shall have received from the Parent Guarantor, each Credit Party, the Administrative Agent, and the Required Banks either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment.

The Administrative Agent shall have received documents and certificates relating to the organization, existence, and good standing of each Credit Party, and the authorization of the transactions contemplated hereby, all in form reasonably satisfactory to the Administrative Agent, including (i) certified copies of the resolutions (or comparable evidence of authority) of each Credit Party approving the transactions contemplated by this Amendment and (ii) a certification as to the names and true signatures of the officers of each Credit Party that are authorized to sign this Amendment.

7.Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or e-mail (in a pdf or similar file) shall be as effective as delivery of an original executed counterpart of this Amendment.

8.Effect on Loan Documents. From and after the Fifth Amendment Effective Date, all references in any Loan Document to the Credit Agreement or any other Loan Document shall be deemed to be references to the Credit Agreement or such other Loan Document as amended by this Amendment and as the same may be further amended, supplemented or otherwise modified from time to time. This Amendment shall constitute a Loan Document for all purposes under the Credit Agreement and the other Loan Documents.

9.Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Company, the Subsidiary Applicant, the Parent Guarantor, the Administrative Agent and the Required Banks have caused this Fifth Amendment to be executed as of the date first written above.



The “Company”
SUNPOWER CORPORATION

By:	/s/ *Charles D. Boynton*
Name:	Charles D. Boynton
Title:	Executive Vice President and Chief Financial Officer

The “Subsidiary Applicant”
SUNPOWER CORPORATION, SYSTEMS

By:	/s/ *Charles D. Boynton*
Name:	Charles D. Boynton
Title:	Chief Financial Officer

The “Parent Guarantor”
TOTAL, S.A.

By:	/s/ *Patrick de La Chevardiér*
Name:	Patrick de La Chevardiér
Title:	Chief Financial Officer