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As Of Filer Filing For·On·As Docs:Size 8/10/16 Sunpower Corp 10-Q 7/03/16 83:21M |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 1.11M
2: EX-10.61 Material Contract HTML 1.09M
3: EX-10.62 Material Contract HTML 185K
4: EX-10.63 Material Contract HTML 142K
5: EX-10.64 Material Contract HTML 271K
6: EX-10.65 Material Contract HTML 322K
7: EX-10.66 Material Contract HTML 341K
8: EX-10.67 Material Contract HTML 58K
9: EX-10.68 Material Contract HTML 50K
10: EX-31.1 Certification -- §302 - SOA'02 HTML 29K
11: EX-31.2 Certification -- §302 - SOA'02 HTML 29K
12: EX-32.1 Certification -- §906 - SOA'02 HTML 26K
19: R1 Document and Entity Information Document HTML 50K
20: R2 Consolidated Balance Sheets HTML 148K
21: R3 Consolidated Balance Sheets (Parentheticals) HTML 41K
22: R4 Consolidated Statements of Operations HTML 98K
23: R5 Consolidated Statement of Comprehensive Income HTML 52K
(Loss) Statement
24: R6 Consolidated Statements of Equity HTML 79K
25: R7 Consolidated Statements of Equity (Parentheticals) HTML 26K
26: R8 Consolidated Statements of Cash Flows HTML 158K
27: R9 Consolidated Statements of Cash Flows HTML 30K
(Parentheticals)
28: R10 The Company and Summary of Significant Accounting HTML 59K
Policies
29: R11 Transactions with Total and Total S.A. HTML 81K
30: R12 Goodwill and Other Intangible Assets HTML 85K
31: R13 Balance Sheet Components HTML 190K
32: R14 Leasing HTML 93K
33: R15 Fair Value Measurements HTML 100K
34: R16 Restructuring HTML 63K
35: R17 Commitments and Contingencies HTML 116K
36: R18 Equity Method Investments HTML 84K
37: R19 Debt and Credit Sources HTML 230K
38: R20 Derivative Financial Instruments HTML 171K
39: R21 Income Taxes HTML 29K
40: R22 Net Income (Loss) Per Share HTML 138K
41: R23 Stock-Based Compensation HTML 65K
42: R24 Segment Information HTML 101K
43: R25 Subsequent Events HTML 27K
44: R26 The Company and Summary of Significant Accounting HTML 52K
Policies (Policies)
45: R27 The Company and Summary of Significant Accounting HTML 48K
Policies (Tables)
46: R28 Transactions with Total and Total S.A. (Tables) HTML 80K
47: R29 Goodwill and Other Intangible Assets (Tables) HTML 84K
48: R30 Balance Sheet Components (Tables) HTML 211K
49: R31 Leasing (Tables) HTML 85K
50: R32 Fair Value Measurements (Tables) HTML 149K
51: R33 Restructuring (Tables) HTML 64K
52: R34 Commitments and Contingencies (Tables) HTML 81K
53: R35 Equity Method Investments Schedule of Related HTML 81K
Party Transactions (Tables)
54: R36 Debt and Credit Sources (Tables) HTML 155K
55: R37 Derivative Financial Instruments (Tables) HTML 160K
56: R38 Net Income (Loss) Per Share (Tables) HTML 134K
57: R39 Stock-Based Compensation (Tables) HTML 66K
58: R40 Segment Information (Tables) HTML 380K
59: R41 The Company and Summary of Significant Accounting HTML 42K
Policies Property, Plant & Equipment, Estimated
Useful Life (Details)
60: R42 The Company and Summary of Significant Accounting HTML 27K
Policies (Details)
61: R43 Transactions with Total and Total S.A. (Details) HTML 137K
62: R44 8point3 Energy Partners LP (Details) HTML 42K
63: R45 Business Combinations (Details) HTML 24K
64: R46 Goodwill and Other Intangible Assets - Goodwill HTML 37K
RollForward (Details)
65: R47 Goodwill and Other Intangible Assets - Intangible HTML 51K
Assets (Details)
66: R48 Goodwill and Other Intangible Assets - Future HTML 39K
Amortization (Details)
67: R49 Goodwill and Other Intangible Assets - Narrative HTML 29K
(Details)
68: R50 Balance Sheet Components (Details) HTML 261K
69: R51 Leasing (Details) HTML 129K
70: R52 Fair Value Measurements (Details) HTML 140K
71: R53 Restructuring (Details) HTML 57K
72: R54 Commitments and Contingencies (Details) HTML 189K
73: R55 Equity Method Investments (Details) HTML 114K
74: R56 Debt and Credit Sources (Details) HTML 447K
75: R57 Derivative Financial Instruments (Details) HTML 137K
76: R58 Income Taxes (Details) HTML 34K
77: R59 Net Income (Loss) Per Share (Details) HTML 117K
78: R60 Stock-Based Compensation (Details) HTML 44K
79: R61 Segment Information (Details) HTML 164K
80: R62 Subsequent Events (Details) HTML 61K
82: XML IDEA XML File -- Filing Summary XML 136K
81: EXCEL IDEA Workbook of Financial Reports XLSX 123K
13: EX-101.INS XBRL Instance -- spwr-20160703 XML 4.82M
15: EX-101.CAL XBRL Calculations -- spwr-20160703_cal XML 430K
16: EX-101.DEF XBRL Definitions -- spwr-20160703_def XML 1.50M
17: EX-101.LAB XBRL Labels -- spwr-20160703_lab XML 3.33M
18: EX-101.PRE XBRL Presentations -- spwr-20160703_pre XML 1.89M
14: EX-101.SCH XBRL Schema -- spwr-20160703 XSD 299K
83: ZIP XBRL Zipped Folder -- 0000867773-16-000145-xbrl Zip 462K
Exhibit 10.67
Execution Version
TRANSFER AGREEMENT
This Transfer Agreement (this “Transfer Agreement”) is entered into as of June 29, 2016 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 administrative agent for the Banks (as defined below) (in such capacity, the “Administrative Agent”), and the Banks.
RECITALS
WHEREAS, the Credit Parties and the Parent Guarantor entered into the 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, the Fourth Amendment dated as of December 23, 2014, and the Fifth Amendment dated as of October 7, 2015, and 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.
WHEREAS, pursuant to Section 2.04(a) of the Credit Agreement, the aggregate Commitment Amount permanently reduced to zero on June 28, 2016.
WHEREAS, (a) Deutsche Bank AG New York Branch (“DB”) has extended to the Company a committed, bilateral letter of credit facility pursuant to a Continuing Agreement for Standby Letters of Credit and Demand Guarantees dated as of June 29, 2016 (as amended, supplemented or otherwise modified from time to time, the “DB Bilateral Facility”); (b) Crédit Agricole Corporate and Investment Bank (“Credit Agricole”) has extended to the Company and the other Applicants (as defined in the Credit Agricole Bilateral Facility referred to below) a committed, bilateral letter of credit facility pursuant to a Letter of Credit Facility Agreement dated as of June 29, 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agricole Bilateral Facility”); (c) HSBC Bank USA, National Association (“HSBC”) has extended to the Company a committed, bilateral letter of credit facility pursuant to a Letter of Credit Facility Agreement dated as of June 29, 2016 (as amended, supplemented or otherwise modified from time to time, the “HSBC Bilateral Facility”); and (d) The Bank of Tokyo – Mitsubishi UFJ, Ltd. (The Bank of Tokyo – Mitsubishi UFJ, Ltd., Paris Branch together with DB, Credit Agricole and HSBC, being collectively referred to as the “Issuing Banks” and, individually, each an “Issuing Bank”) has extended to the Company a committed, bilateral letter of credit facility pursuant to a Letter of Credit Facility Agreement dated as of June 29, 2016 (as amended, supplemented or otherwise modified from time to time, the “Bank of Tokyo Bilateral Facility”, and together with the DB Bilateral Facility, the Credit Agricole Bilateral Facility and the HSBC Bilateral Facility, collectively, the “Bilateral Facilities” and, individually, each a “Bilateral Facility”).
WHEREAS, the parties hereto desire to, among other things, cancel the LOC Participating Interests and cause each outstanding LOC issued by an Issuing Bank under the Credit Agreement and all rights and obligations in respect of such LOCs to be subject to, and governed by, the terms and conditions of such Issuing Bank’s Bilateral Facility as if each such LOC were originally issued under such Issuing Bank’s Bilateral Facility, all upon the terms and subject to the conditions set forth herein.
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AGREEMENT
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the parties to this Transfer Agreement, intending to be legally bound, hereby agrees as follows:
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 Bank in agreeing to the terms of this Transfer Agreement.
2. Outstanding LOCs. Annex 1 hereto sets forth as of the date hereof, in respect of each Issuing Bank, each outstanding LOC issued by such Issuing Bank under the Credit Agreement.
3. Cancellation of LOC Participating Interests. As of the Effective Date (as defined below), each Bank’s LOC Participating Interest in respect of each outstanding LOC is hereby cancelled and of no further force or effect.
4. Transfer of LOCs to Bilateral Facilities. As of the Effective Date, each outstanding LOC issued by an Issuing Bank under the Credit Agreement, all instructions for the amendment, extension, or replacement of such LOC, the execution of any such instructions by such Issuing Bank, and all rights and reimbursement and other obligations in respect of such LOCs shall be subject to, and governed by, the terms and conditions of such Issuing Bank’s Bilateral Facility as if such LOC had originally been issued under such Issuing Bank’s Bilateral Facility.
5. Termination of Loan Documents. As of the Effective Date, the Credit Agreement and each other Loan Document (other than this Transfer Agreement) are hereby terminated and shall be of no further force or effect, except for (a) any provision thereof expressly stated to survive such termination, the payment in full of all reimbursement obligations, interest, and all other amounts payable thereunder, the expiration or termination of the Commitments, and/or the expiration without any pending drawing or termination of all LOCs and (b) the obligations of the Administrative Agent in connection with actions taken or to be taken by the Administrative Agent as set forth in Section 7 hereof.
6. Representations and Warranties. The Parent Guarantor and each Credit Party hereby represents and warrants to the Administrative Agent and the Banks that:
a. as of the Effective Date, all Obligations of the Company and each other Applicant arising under or in connection with the Credit Agreement and each other Loan Document (including, without limitation, all principal, interest, fees, and all other amounts payable thereunder) that are due and payable as of the Termination Date shall have been paid in full;
b. this Transfer Agreement has been duly and validly executed by an authorized officer of Parent Guarantor and each Credit Party and constitutes the legal, valid and binding obligation of the Parent Guarantor and each Credit Party;
c. no Block Notice is in effect as of the date hereof;
d. 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
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therein, the consummation of any of the other transactions contemplated hereby, or the use of proceeds of the Facility; and
e. no Event of Default, or event or condition that would constitute an Event of Default 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 Transfer Agreement and the transactions contemplated hereby.
7. Effective Date. This Transfer Agreement shall become effective on the date hereof (the “Effective Date”) when each of the following conditions has been satisfied (or waived in accordance with Section 8.01 of the Credit Agreement):
a. The Administrative Agent shall have received from the Parent Guarantor, each Credit Party, the Administrative Agent, and each Bank either (i) a counterpart of this Transfer Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include electronic transmission of a signed signature page of this Transfer Agreement) that such party has signed a counterpart of this Transfer Agreement.
b. The Administrative Agent shall have received, for the account of the applicable Person, all principal, interest, fees, costs, expenses and other amounts that are due and payable to the Administrative Agent (for its own account or for the account of any other Person) under any Loan Document as of the Termination Date and, to the extent invoiced, reimbursement or payment of the reasonable fees and disbursements of Moses & Singer LLP, special counsel to the Administrative Agent.
c. The Administrative Agent shall have received from each Issuing Bank (other than DB) notice that (i) such Issuing Bank has received all amounts that, pursuant to any Loan Document, are due and payable directly to such Issuing Bank as of the Termination Date or (ii) no such amounts are due and payable directly to such Issuing Bank as of the Termination Date.
The Administrative Agent shall notify the Company and the Banks of the Effective Date, and such notice shall be conclusive and binding.
8. Execution in Counterparts. This Transfer Agreement 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 Transfer Agreement by facsimile, e-mail (in a pdf or similar file), or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Transfer Agreement.
9. Severability. Any provision of this Transfer Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
10. Amendments. This Transfer Agreement may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the parties hereto.
11. Governing Law. This Transfer Agreement shall be construed in accordance with and governed by the law of the State of New York. [Remainder of page intentionally left blank]
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Exhibit 10.67
IN WITNESS WHEREOF, the Company, the Subsidiary Applicant, the Parent Guarantor, the Administrative Agent and the Banks have caused this Transfer Agreement to be executed as of the date first written above.
| The “Company” | |||||
| SUNPOWER CORPORATION | |||||
| By: | /s/ Charles Boynton | ||||
| Name: Charles Boynton | |||||
| Title: Executive Vice President and Chief Financial Officer | |||||
| The “Subsidiary Applicant” | |||||
| SUNPOWER CORPORATION, SYSTEMS | |||||
| By: | /s/ Ada Kwan | ||||
| Name: Ada Kwan | |||||
| Title: Treasurer | |||||
| The “Parent Guarantor” | |||||
| TOTAL, S.A. | |||||
| By: | /s/ Patrick de La Chevardière | ||||
| Name: Patrick de La Chevardière | |||||
| Title: Chief Financial Officer | |||||
[Signature Page to Transfer Agreement]
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| DEUTSCHE BANK AG NEW YORK | |||
| BRANCH, as Administrative Agent, as a Bank, and as an Issuing Bank | |||
| By: | /s/ Prashant Mehra | ||
| Name: Prashant Mehra | |||
| Title: Director | |||
| By: | /s/ Jack Leong | ||
| Name: Jack Leong | |||
| Title: Director | |||
[Signature Page to Transfer Agreement]
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| BANCO SANTANDER, S.A., NEW YORK BRANCH, as a Bank | |||
| By: | /s/ Rita Walz Cuccioli | ||
| Name: Rita Walz Cuccioli | |||
| Title: Executive Director | |||
| Banco Santander, S.A., New York Branch | |||
| By: | /s/ Terence Corcoran | ||
| Name: Terence Corcoran | |||
| Title: Senior Vice President | |||
| Banco Santander, S.A., New York Branch | |||
[Signature Page to Transfer Agreement]
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| CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Bank and as an Issuing Bank | |||
| By: | /s/ Frederic Bambuck | ||
| Name: Frederic Bambuck | |||
| Title: Director | |||
| By: | /s/ Javier Sanchez-Asiain | ||
| Name: Javier Sanchez-Asiain | |||
| Title: Managing Director | |||
| Head CBT Americas | |||
[Signature Page to Transfer Agreement]
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| HSBC BANK USA, NATIONAL ASSOCIATION, as a Bank and as an Issuing Bank | |||
| By: | /s/ Thomas Lo | ||
| Name: Thomas Lo | |||
| Title: Director | |||
[Signature Page to Transfer Agreement]
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| LLOYDS TSB BANK PLC, as a Bank | |||
| By: | /s/ Erin Doherty | ||
| Name: Erin Doherty | |||
| Title: Assistant Vice President – D006 | |||
| By: | /s/ Daven Popat | ||
| Name: Daven Popat | |||
| Title: Senior Vice President – P003 | |||
[Signature Page to Transfer Agreement]
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| THE BANK OF TOKYO – MITSUBISHI UFJ, LTD., PARIS BRANCH, as a Bank and as an Issuing Bank | |||
| By: | /s/ Fumito Kobayashi | ||
| Name: Fumito Kobayashi | |||
| Title: General Manager | |||
[Signature Page to Transfer Agreement]
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| UNICREDIT BANK AG, as a Bank | |||
| By: | /s/ Renate Bergler | ||
| Name: Renate Bergler | |||
| Title: Managing Director | |||
| By: | /s/ Andrea Thimm | ||
| Name: Andrea Thimm | |||
| Title: Director | |||
[Signature Page to Transfer Agreement]
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| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 8/10/16 | |||
| Filed on: | 8/9/16 | 8-K | ||
| For Period end: | 7/3/16 | |||
| 6/29/16 | 4, 8-K | |||
| 6/28/16 | 8-K/A | |||
| 10/7/15 | ||||
| 12/23/14 | ||||
| 12/23/13 | ||||
| 12/19/12 | ||||
| 12/20/11 | ||||
| 8/9/11 | 10-Q, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/22/21 SunPower Corp. 10-K 1/03/21 154:23M |