Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 963K
2: EX-10.1 Amendment No. 1 to Compensation and Funding HTML 30K Agreement
3: EX-10.2 Amendment No. 4 to Affiliation Agreement HTML 28K
4: EX-10.3 Engineering, Procurement and Construction HTML 1.40M
Agreement
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 26K
Section 1350 as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
52: R1 Document and Entity Information HTML 49K
40: R2 Condensed Consolidated Balance Sheets HTML 165K
50: R3 Condensed Consolidated Balance Sheets HTML 47K
(Parentheticals)
54: R4 Condensed Consolidated Statements of Operations HTML 105K
70: R5 Condensed Consolidated Statements of Comprehensive HTML 66K
Loss
43: R6 Condensed Consolidated Statements of Cash Flows HTML 245K
49: R7 The Company and Summary of Significant Accounting HTML 43K
Policies
36: R8 Transactions with Total and Total S.A. HTML 77K
27: R9 Transfer of Entities Under Common Control HTML 134K
71: R10 Goodwill and Other Intangible Assets HTML 95K
56: R11 Balance Sheet Components HTML 186K
55: R12 Fair Value Measurements HTML 121K
61: R13 Restructuring HTML 129K
62: R14 Commitments and Contingencies HTML 122K
59: R15 Equity Method Investments HTML 62K
63: R16 Debt and Credit Sources HTML 194K
51: R17 Foreign Currency Derivatives HTML 138K
53: R18 Income Taxes HTML 30K
58: R19 Net Income (Loss) Per Share of Common Stock HTML 72K
76: R20 Stock-Based Compensation HTML 69K
66: R21 Segment and Geographical Information HTML 220K
46: R22 Subsequent Events HTML 26K
57: R23 The Company and Summary of Significant Accounting HTML 64K
Policies (Policies)
48: R24 Transfer of Entities Under Common Control (Tables) HTML 131K
21: R25 Goodwill and Other Intangible Assets (Tables) HTML 87K
67: R26 Balance Sheet Components (Tables) HTML 208K
73: R27 Fair Value Measurements Fair Value Measurements HTML 115K
(Tables)
31: R28 Restructuring (Tables) HTML 126K
30: R29 Commitments and Contingencies (Tables) HTML 93K
34: R30 Equity Method Investments (Tables) HTML 38K
35: R31 Debt and Credit Sources (Tables) HTML 148K
37: R32 Foreign Currency Derivatives (Tables) HTML 119K
19: R33 Net Income (Loss) Per Share of Common Stock HTML 61K
(Tables)
64: R34 Stock-Based Compensation (Tables) HTML 72K
45: R35 Segment and Geographical Information (Tables) HTML 216K
47: R36 The Company and Summary of Significant Accounting HTML 28K
Policies (Details)
24: R37 Transactions with Total (Details) HTML 120K
75: R38 Transfer of Entities Under Common Control HTML 274K
(Details)
14: R39 Goodwill and Other Intangible Assets - Goodwill HTML 56K
(Details)
38: R40 Goodwill and Other Intangible Assets - Intangible HTML 67K
Assets (Details)
69: R41 Balance Sheet Components (Details) HTML 262K
23: R42 Fair Value Measurements (Details) HTML 45K
29: R43 Fair Value Measurements Fair Value Measurements - HTML 35K
Debt Derivatives (Details)
33: R44 Fair Value Measurements - Assets and Liabilities HTML 31K
Measured at Fair Value on a Non-Recurring Basis
(Details)
41: R45 Restructuring (Details) HTML 104K
18: R46 Commitments and Contingencies (Details) HTML 151K
26: R47 Commitments and Contingencies - Advances to HTML 42K
Suppliers (Details)
16: R48 Commitments and Contingencies - Future Financing HTML 28K
Commitments (Details)
68: R49 Equity Method Investments (Details) HTML 84K
22: R50 Debt and Credit Sources (Details) HTML 244K
65: R51 Debt and Credit Sources - Convertible Debenture HTML 74K
and Related Transactions (Details)
25: R52 Foreign Currency Derivatives (Details) HTML 47K
39: R53 Foreign Currency Derivatives - Net Gain (Loss) HTML 53K
(Details)
15: R54 Income Taxes (Details) HTML 29K
17: R55 Net Income (Loss) Per Share of Common Stock HTML 35K
(Details)
32: R56 Net Income (Loss) Per Share of Common Stock - HTML 43K
Anti-Dilutive Securities (Details)
20: R57 Stock-Based Compensation (Details) HTML 45K
72: R58 Segment and Geographical Information (Details) HTML 77K
44: R59 Segment and Geographical Information - Major HTML 24K
Customer (Details)
60: R60 Subsequent Events (Details) HTML 32K
74: XML IDEA XML File -- Filing Summary XML 115K
28: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 3.15M
8: EX-101.INS XBRL Instance -- spwr-20120930 XML 4.36M
10: EX-101.CAL XBRL Calculations -- spwr-20120930_cal XML 299K
11: EX-101.DEF XBRL Definitions -- spwr-20120930_def XML 1.10M
12: EX-101.LAB XBRL Labels -- spwr-20120930_lab XML 2.38M
13: EX-101.PRE XBRL Presentations -- spwr-20120930_pre XML 1.32M
9: EX-101.SCH XBRL Schema -- spwr-20120930 XSD 240K
42: ZIP XBRL Zipped Folder -- 0000867773-12-000060-xbrl Zip 378K
‘EX-10.1’ — Amendment No. 1 to Compensation and Funding Agreement
AMENDMENT NO. 1 TO COMPENSATION AND FUNDING AGREEMENT
This Amendment No. 1 (this “Amendment”) to the Compensation and Funding Agreement dated as of February 28, 2012 (the “Funding Agreement”) by and between Total S.A., a société anonyme organized under the laws of the Republic of France (“Total”), and SunPower Corporation, a Delaware corporation (“SunPower”), is made and entered into as of August 10, 2012. Capitalized terms used in this Amendment and not otherwise defined shall have
the meaning given to them in the Funding Agreement.
W I T N E S S E T H:
WHEREAS, Total and SunPower desire to amend the Funding Agreement to correct the definitions of “EBITDA” and “Financial Indebtedness” to reflect the original intention of the parties as set forth below.
NOW, THEREFORE, in consideration of the foregoing premises and the matters set forth herein, as well as other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged and accepted, and intending to be legally bound, Total and SunPower hereby agree as follows:
1.Amendments to Definitions.
(a)Section 1(f) of the Funding Agreement is amended by (i) replacing the phrase
“SunPower and its Subsidiaries on a consolidated basis” in the second line thereof with the phrase “SunPower and its Subsidiaries (other than project finance Subsidiaries with obligations in respect of Project Finance Indebtedness) on a consolidated basis”, and (ii) replacing the phrase “SunPower and its Subsidiaries” with the phrase “SunPower and such Subsidiaries” in subsections (f) and (k) thereof.
(b)Section 1(i) of the Funding
Agreement is amended and restated in its entirety to read as follows:
“”Financial Indebtedness” of SunPower and any of its Subsidiaries shall mean, without duplication, all Indebtedness of such Person other than (i) all obligations to pay the deferred purchase price of property or services, (ii) all obligations created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person, (iii) Indebtedness in connection with the factoring of the accounts receivable of the Borrower or any Subsidiary in respect of rebates from U.S. Governmental Authorities pursuant to the Tech Credit Agreement in the ordinary course of business, (iv) intercompany liabilities (but including liabilities to a non-Subsidiary Affiliate) maturing within 365 days
of the incurrence thereof, (v) Project Finance Indebtedness, (vi) all contingent reimbursement and other payment obligations in respect of letters of credit and similar surety instruments (including construction performance bonds), and (vii) all guaranty obligations with respect to the types of Indebtedness listed in clauses (i) through (vi) above.”
(c)A new Section 1(w) is added to the Funding Agreement (and existing subsections (w), (x), (y), (z), (aa), (bb), (cc), (dd), (ee), (ff), (gg) and (hh) are renumbered as subsections (x), (y), (z), (aa), (bb), (cc), (dd), (ee), (ff), (gg), (hh) and (ii) respectively) to read as follows:
“Project
Finance Indebtedness” means Indebtedness of any project finance Subsidiary as to which the holders of such Indebtedness have recourse only to such project finance Subsidiary and any other project finance Subsidiaries, including such Subsidiaries' assets, but without recourse to SunPower or other Subsidiaries which are not project finance Subsidiaries, other than the Equity Interests in project finance Subsidiaries.”
2.Agreement.
All references to the “Agreement” set forth in the Funding Agreement and the other Transaction Documents shall be deemed to be references to the Funding Agreement as amended pursuant to this Amendment.
3.Headings. The headings set forth in this Amendment are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Amendment or any term or provision hereof.
4.Confirmation of the Funding Agreement. All sections and subsections of the Funding Agreement modified or added pursuant to this Amendment shall be deemed modified or added as of the date of the Funding Agreement. Other than as expressly modified or added to pursuant to this Amendment, all provisions of the Funding Agreement remain unmodified and in full
force and effect.
IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 1 to be executed by their respective duly authorized officers to be effective as of the date first above written.
