Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Q3 Financials HTML 1.02M
2: EX-10.1 Amendment No. 1 to Joint Venture Agreement HTML 29K
3: EX-10.2 Amendment No. 2 to Joint Venture Agreement HTML 26K
4: EX-10.3 Supply Agreement HTML 155K
5: EX-10.4 License and Technology Agreement HTML 73K
6: EX-10.5 Sixth Amendment to Amended and Restated Credit HTML 35K
Agreement
7: EX-31.1 Certification -- §302 - SOA'02 HTML 21K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 21K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 17K
33: XML IDEA XML File -- Definitions and References XML 104K
39: XML IDEA XML File -- Filing Summary XML 53K
36: XML.R1 Document Information XML 46K
37: XML.R2 Entity Information Document XML 180K
23: XML.R3 Condensed Consolidated Balance Sheets (Unaudited) XML 408K
27: XML.R4 Balance Sheet Parentheticals (Unaudited) XML 183K
31: XML.R5 Condensed Consolidated Statements of Operations XML 530K
(Unaudited)
30: XML.R6 Condensed Consolidated Statements of Cash Flows XML 619K
(Unaudited)
41: XML.R7 the Company and Summary of Significant Accounting XML 125K
Policies
19: XML.R8 Business Combinations XML 116K
29: XML.R9 Discontinued Operations XML 51K
18: XML.R10 Goodwill and Other Intangible Assets XML 114K
17: XML.R11 Balance Sheet Components XML 138K
22: XML.R12 Property, Plant and Equipment, Net XML 63K
35: XML.R13 Investments XML 156K
24: XML.R14 Commitments and Contingencies XML 132K
25: XML.R15 Joint Ventures XML 90K
28: XML.R16 Debt and Credit Sources XML 242K
42: XML.R17 Comprehensive Income (Loss) XML 70K
21: XML.R18 Foreign Currency Derivatives XML 166K
16: XML.R19 Income Taxes XML 39K
26: XML.R20 Net Income (Loss) Per Share of Class A and Class B XML 147K
Common Stock
34: XML.R21 Stock-Based Compensation XML 86K
20: XML.R22 Segment and Geographical Information XML 180K
32: XML.R23 Subsequent Events XML 35K
40: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.33M
10: EX-101.INS XBRL Instance -- spwra-20101003 XML 1.75M
12: EX-101.CAL XBRL Calculations -- spwra-20101003_cal XML 145K
13: EX-101.DEF XBRL Definitions -- spwra-20101003_def XML 259K
14: EX-101.LAB XBRL Labels -- spwra-20101003_lab XML 599K
15: EX-101.PRE XBRL Presentations -- spwra-20101003_pre XML 323K
11: EX-101.SCH XBRL Schema -- spwra-20101003 XSD 65K
38: ZIP XBRL Zipped Folder -- 0000867773-10-000045-xbrl Zip 154K
‘EX-10.2’ — Amendment No. 2 to Joint Venture Agreement
This AMENDMENT NO. 2 TO JOINT VENTURE AGREEMENT (this “Amendment”) is made and entered into as of July 5, 2010, by and among (i) SunPower Technology, Ltd., a company organized under the laws of the Cayman Islands (“SPTL”); (ii) AU Optronics Singapore Pte. Ltd., a company organized under the laws of Singapore (“AUO”); (iii) AU Optronics Corporation, a company organized under the laws of Taiwan, R.O.C. (“AUO
Taiwan”); and (iv) SunPower Malaysia Manufacturing SDN.BHD., a company organized under the laws of Malaysia (the “JVC”). Capitalized terms used but not defined herein shall have the meanings given to them in the Initial Agreement (as defined below).
RECITALS
A. The parties hereto are parties to that certain Joint Venture Agreement dated as of May 27, 2010, as amended by that certain Amendment No. 1 to Joint Venture Agreement dated as of June 29, 2010 (the “Initial Agreement”).
B. The parties hereto desire to enter into this Amendment
to memorialize their agreement with respect to the matters referred to herein.
AGREEMENT
NOW THEREFORE, in furtherance of the foregoing premises and in consideration of the mutual covenants and obligations hereinafter set forth, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, do agree as follows:
1.Each reference, whether direct or indirect, in the Initial Agreement to the Initial Agreement (including, without limitation, references to “this Agreement”) shall mean and be a reference to the Initial Agreement, as amended by this Amendment.
2.Section 2.4(b)(i) of the Initial Agreement is hereby deleted in its entirety and replaced with the
following:
“(i) SPTL shall cause to be contributed to the JVC cash contributions in an aggregate amount equal to RM45,000,000 (less RM750,000, which represents the aggregate amount of cash contributed by SPTL to the JVC prior to the date of this Agreement) plus $335,000,000, with an initial portion of such contributions being paid to the JVC prior to the Closing Date and the remaining portions paid to the JVC over time, in each case in the amounts and on the dates mutually agreed in writing by the JVC and the Shareholders (as may be adjusted and amended from time to time by mutual written agreement of both Shareholders, and in no event may the total cash contribution made by SPTL pursuant to this Section 2.4(b)(i) exceed $350,000,000);”
3.Section 2.4(c)(i) of the Initial Agreement is hereby deleted in its
entirety and replaced with the following:
“(i) AUO shall cause to be contributed to the JVC cash contributions in an aggregate amount equal to RM45,000,000 plus $335,000,000, with such contributions being paid to the JVC over time, in each case in the amounts and on the dates mutually agreed in writing by the JVC and the Shareholders (as may be
adjusted and amended from time to time by mutual written agreement of both Shareholders, and in no event may the total cash contribution made by AUO pursuant to this Section 2.4(c)(i) exceed $350,000,000);”
4.Each party hereto hereby represents to the other parties hereto that, to the extent applicable, (i) all action on the part of such representing party,
its officers, directors, partners and securityholders necessary for the authorization, execution, delivery and performance of all obligations under this Amendment has been taken, (ii) this Amendment constitutes a valid and legally binding obligation of such representing party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject as to enforceability to general principles of equity, and (iii) the execution, delivery and performance of this Amendment will not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice, any provision of such representing party's organizational documents, in each case as amended through the date hereof.
5.Except as expressly modified by this Amendment, the
Initial Agreement shall remain in full force and effect in accordance with its terms. To the extent that there are any inconsistencies or ambiguities between this Amendment and the Initial Agreement, the terms of this Amendment shall supersede the Initial Agreement.
6.This Amendment shall not be modified, amended, canceled or altered in any way, and may not be modified by custom, usage of trade or course of dealing, except by an instrument in writing signed by all of the parties hereto. All amendments or modifications of this Amendment shall be binding upon the parties hereto despite any lack of consideration so long as the same shall be in writing and executed by the parties hereto.
7. This Amendment and all disputes arising out of or in connection with this Amendment shall be governed by, interpreted under,
and construed and enforceable in accordance with, the laws of the State of California, without regard to conflicts of laws principles. Any disputes incapable of being resolved by mutual agreement of the parties hereto shall be handled in accordance with Section 18.2 (Arbitration) of the Initial Agreement; provided, however, that the JVC may not take any action with respect to any such disputes or arbitration or settlement thereof without the written consent of both SPTL and AUO.
8. This Amendment may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
[Signatures follow]
2
IN
WITNESS WHEREOF, the Parties have caused this Amendment No. 2 to Joint Venture Agreement to be executed by their respective duly authorized signatories as of the day and year first written above.