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Sunpower Corp – ‘10-K’ for 12/30/12 – ‘EX-10.34’

On:  Friday, 2/22/13, at 7:37pm ET   ·   As of:  2/25/13   ·   For:  12/30/12   ·   Accession #:  867773-13-12   ·   File #:  1-34166

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

 2/25/13  Sunpower Corp                     10-K       12/30/12   99:31M

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.87M 
 2: EX-10.34    Third Amendment to Credit Support Agreement         HTML     40K 
 3: EX-10.54    Sunpower Corporation Executive Quarterly Key        HTML     55K 
                Initiative Bonus Plan                                            
 4: EX-10.63    Mortgage Supplement No. 1                           HTML     49K 
 5: EX-10.64    Mortgage Supplement No. 2                           HTML     48K 
 6: EX-10.69    Second Amendment to Letter of Credit Facility       HTML     65K 
                Agreement                                                        
 7: EX-10.73    Third Amendment to Revolving Credit Agreement       HTML     94K 
 8: EX-10.94    Waiver Letter                                       HTML     46K 
 9: EX-10.96    Engineering, Procurement and Construction           HTML   1.16M 
                Agreement (Antelope Valley Solar Proje                           
10: EX-10.97    Engineering, Procurement and Construction           HTML   1.17M 
                Agreement (Antelope Valley Solar Proje                           
11: EX-10.98    Amendment No. 1 to Master Agreement                 HTML     47K 
12: EX-21.1     List of Subsidiaries                                HTML     30K 
13: EX-23.1     Consent of Independent Registered Public            HTML     28K 
                Accounting Firm                                                  
14: EX-23.2     Consent of Independent Registered Public            HTML     28K 
                Accounting Firm                                                  
15: EX-24.1     Power of Attorney                                   HTML     41K 
16: EX-31.1     Certification by Chief Executive Officer Pursuant   HTML     34K 
                to Rule 13A-14(A)/15D-14(A)                                      
17: EX-31.2     Certification by Chief Financial Officer Pursuant   HTML     34K 
                to Rule 13A-14(A)/15D-14(A)                                      
18: EX-32.1     Certification Furnished Pursuant to 18 U.S.C.       HTML     31K 
                Section 1350 as Adopted Pursuant T                               
71: R1          Document and Entity Information                     HTML     55K 
58: R2          Consolidated Balance Sheets                         HTML    172K 
69: R3          Consolidated Balance Sheets (Parenthetical)         HTML     52K 
73: R4          Consolidated Statements of Operations               HTML    180K 
92: R5          Consolidated Statements of Comprehensive Income     HTML     62K 
                (Loss)                                                           
60: R6          Consolidated Statement of Stockholders' Equity      HTML    127K 
68: R7          Consolidated Statements of Cash Flows               HTML    341K 
53: R8          The Company and Summary of Significant Accounting   HTML    119K 
                Policies                                                         
43: R9          Transactions with Total and Total S.A.              HTML     86K 
93: R10         Transfer of Entities Under Common Control           HTML    160K 
75: R11         Business Combinations                               HTML     39K 
74: R12         Sale of Discontinued Operations                     HTML     43K 
80: R13         Goodwill and Other Intangible Assets                HTML    111K 
81: R14         Balance Sheet Components                            HTML    241K 
78: R15         Fair Value Measurements                             HTML    126K 
82: R16         Restructuring                                       HTML    150K 
70: R17         Commitments and Contingencies                       HTML    141K 
72: R18         Equity Method Investments                           HTML     73K 
77: R19         Debt and Credit Sources                             HTML    234K 
99: R20         Foreign Currency Derivatives                        HTML    135K 
88: R21         Income Taxes                                        HTML    177K 
64: R22         Preferred Stock and Common Stock (Notes)            HTML     58K 
76: R23         Net Income (Loss) Per Share of Common Stock         HTML    137K 
66: R24         Stock-Based Compensation                            HTML    155K 
35: R25         Segment Information                                 HTML    206K 
89: R26         The Company and Summary of Significant Accounting   HTML    235K 
                Policies (Policies)                                              
96: R27         The Company and Summary of Significant Accounting   HTML     59K 
                Policies The Company and Summary of Significant                  
                Accounting Policies (Tables)                                     
48: R28         Transfer of Entities Under Common Control (Tables)  HTML    150K 
47: R29         Sale of Discontinued Operations (Tables)            HTML     40K 
51: R30         Goodwill and Other Intangible Assets (Tables)       HTML    103K 
52: R31         Balance Sheet Components (Tables)                   HTML    263K 
54: R32         Fair Value Measurements Fair Value Measurements     HTML    117K 
                (Tables)                                                         
31: R33         Restructuring (Tables)                              HTML    144K 
86: R34         Commitments and Contingencies (Tables)              HTML    103K 
62: R35         Equity Method Investments (Tables)                  HTML     43K 
65: R36         Debt and Credit Sources (Tables)                    HTML    157K 
38: R37         Foreign Currency Derivatives (Tables)               HTML    115K 
98: R38         Income Taxes (Tables)                               HTML    165K 
25: R39         Preferred Stock and Common Stock (Tables)           HTML     46K 
55: R40         Net Income (Loss) Per Share of Common Stock         HTML    126K 
                (Tables)                                                         
91: R41         Stock-Based Compensation (Tables)                   HTML    146K 
37: R42         Segment Information (Tables)                        HTML    202K 
46: R43         The Company and Summary of Significant Accounting   HTML     64K 
                Policies The Company and Summary of Significant                  
                Accounting Policies (Details)                                    
50: R44         Transactions with Total (Details)                   HTML    135K 
59: R45         Transfer of Entities Under Common Control           HTML    295K 
                (Details)                                                        
30: R46         Business Combinations (Details)                     HTML     31K 
42: R47         Sale of Discontinued Operations (Details)           HTML     56K 
27: R48         Goodwill and Other Intangible Assets - Goodwill     HTML     69K 
                (Details)                                                        
90: R49         Goodwill and Other Intangible Assets - Intangible   HTML     71K 
                Assets (Details)                                                 
36: R50         Balance Sheet Components (Details)                  HTML    303K 
87: R51         Fair Value Measurements (Details)                   HTML     57K 
39: R52         Fair Value Measurements Fair Value Measurements -   HTML     40K 
                Debt Derivatives (Details)                                       
56: R53         Fair Value Measurements - Assets and Liabilities    HTML     38K 
                Measured at Fair Value on a Non-Recurring Basis                  
                (Details)                                                        
26: R54         Restructuring (Details)                             HTML    111K 
29: R55         Commitments and Contingencies (Details)             HTML    158K 
49: R56         Commitments and Contingencies - Advances to         HTML     45K 
                Suppliers (Details)                                              
33: R57         Commitments and Contingencies - Future Financing    HTML     32K 
                Commitments (Details)                                            
94: R58         Commitments and Contingencies Commitments and       HTML     62K 
                Contingencies - Advances From Customers (Details)                
61: R59         Equity Method Investments (Details)                 HTML    114K 
79: R60         Debt and Credit Sources (Details)                   HTML    393K 
41: R61         Debt and Credit Sources - Convertible Debenture     HTML    157K 
                and Related Transactions (Details)                               
44: R62         Foreign Currency Derivatives (Details)              HTML     52K 
85: R63         Foreign Currency Derivatives - Net Gain (Loss)      HTML     57K 
                (Details)                                                        
83: R64         Income Taxes (Details)                              HTML    219K 
63: R65         Income Taxes - Operating Loss Carryforwards         HTML     37K 
                (Details)                                                        
84: R66         Income Taxes - Tax Holidays (Details)               HTML     39K 
40: R67         Preferred Stock and Common Stock (Details)          HTML     44K 
67: R68         Net Income (Loss) Per Share of Common Stock         HTML    115K 
                (Details)                                                        
95: R69         Net Income (Loss) Per Share of Common Stock -       HTML     51K 
                Anti-Dilutive Securities (Details)                               
28: R70         Stock-Based Compensation (Details)                  HTML    160K 
34: R71         Segment Information (Details)                       HTML    108K 
57: R72         Segment Information - Major Customer (Details)      HTML     28K 
97: XML         IDEA XML File -- Filing Summary                      XML    141K 
45: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   4.47M 
19: EX-101.INS  XBRL Instance -- spwr-20121230                       XML   6.25M 
21: EX-101.CAL  XBRL Calculations -- spwr-20121230_cal               XML    404K 
22: EX-101.DEF  XBRL Definitions -- spwr-20121230_def                XML   1.52M 
23: EX-101.LAB  XBRL Labels -- spwr-20121230_lab                     XML   3.40M 
24: EX-101.PRE  XBRL Presentations -- spwr-20121230_pre              XML   1.86M 
20: EX-101.SCH  XBRL Schema -- spwr-20121230                         XSD    310K 
32: ZIP         XBRL Zipped Folder -- 0000867773-13-000012-xbrl      Zip    558K

‘EX-10.34’   —   Third Amendment to Credit Support Agreement

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

 <!   C:   C: 
  ex10_34x12302012  
EXHIBIT 10.34

THIRD AMENDMENT TO CREDIT SUPPORT AGREEMENT
This Third Amendment (this “Amendment”) to the Credit Support Agreement, dated as of April 28, 2011, as amended by that Amendment to Credit Support Agreement, dated as of June 7, 2011 and that Second Amendment to Credit Support Agreement, dated December 12, 2011 (as so amended and as further as amended, modified, supplemented, extended or restated from time to time, the “Credit Support Agreement”), by and between Total S.A., a société anonyme organized under the laws of the Republic of France (the “Guarantor”), and SunPower Corporation, a Delaware corporation (the “Company”), is made and entered into as of December 14, 2012 by and between the Guarantor and the Company. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to them in the Credit Support Agreement.
WITNESSETH
WHEREAS, the Guarantor and the Company desire to amend certain terms of the Credit Support Agreement to support the Company's performance of construction services related to the CVSR Project.
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, the Guarantor and the Company hereby agree as follows:
1.Amendment to Credit Support Agreement. Section 2(b)(iv) of the Credit Support Agreement is hereby amended and restated in its entirety to read as follows:

“(iv)    such Proposed Facility does not permit the issuance of L/Cs for any obligations of the Company or a Wholly-Owned Subsidiary other than (A) performance guarantees (for a period of up to two (2) years after completion of the applicable project) and completion guarantees (until completion of the applicable project) of the Company or such Wholly-Owned Subsidiary with respect to engineering, procurement and construction services provided in connection with the Company's UPP and LComm businesses (including replacing unguaranteed L/Cs in existence as of the Effective Date for such purposes with new L/Cs to be issued under such Proposed Facility), (B) performance guarantees for engineered hardware packages not including engineering, procurement and construction services for UPP projects for a period of up to two (2) years after completion of the applicable project, (C) the Other Permitted Purposes for a period of up to two (2) years, (D) certain purchase, repayment and tax indemnity obligations of the Company or a Wholly-Owned Subsidiary existing as of the Effective Date supported by no more than three (3) L/Cs (of which two (2) L/Cs in an aggregate face amount of €10,675,609 relate to the Montalto Project and one (1) L/C in a face amount of $40,000,000 relates to the NorSun Supply Agreement) (which existing L/Cs will be replaced by L/Cs issued pursuant to a Guaranteed Facility with an expiration date no later than the fifth anniversary of the Effective Date); and, (E) until January 15, 2015, letters of credit or demand guarantees that relate to the California Valley Solar Ranch project of the Company, issued pursuant to that certain Continuing Agreement for Standby Letters of Credit and Demand Guarantees, dated as of



1


September 27, 2011, by and among the Company, SunPower Corporation, Systems, Deutsche Bank AG New York Branch and Deutsche Bank Trust Company Americas in an aggregate face amount outstanding at any time not to exceed $224,359,381; provided, that, notwithstanding anything to the contrary in this Section 2(b)(iv), the Company will be permitted to have outstanding at any one time during the period described in Section 2(b)(iii) letters of credit for the purposes described in clauses (A) and (B) above with a period of between two (2) and three (3) years and for an aggregate initial face amount of up to fifteen per cent (15%) of the then-applicable Maximum L/C Amount;”
2.Agreement. All references to the “Agreement” set forth in the Credit Support Agreement shall be deemed to be references to the Credit Support Agreement as amended by 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 Credit Support Agreement. Other than as expressly modified pursuant to this Amendment, all provisions of the Credit Support Agreement remain unmodified and in full force and effect. The applicable provisions of Section 10 of the Credit Support Agreement shall apply to this Amendment mutatis mutandis.
 
[Execution page follows.]



2
EXHIBIT 10.34

IN WITNESS WHEREOF, the Borrower and the Guarantor have caused this Amendment to be executed by their respective duly authorized officers as of the date first written above.
 
SUNPOWER CORPORATION,
as the Company
 
 
 
 
 
By:
/s/ Thomas H. Werner
 
Name:
Thomas H. Werner
 
Title:
Chief Executive Officer


 
TOTAL S.A.,
as the Guarantor
 
 
 
 
By:
/s/ Patrick de la Chevardičre
 
Name:
Patrick de la Chevadičre
 
Title:
Chief Financial Officer























[Signature Page to Third Amendment to Credit Support Agreement]

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
1/15/15
Filed as of:2/25/13IRANNOTICE,  S-8
Filed on:2/22/134
For Period end:12/30/1210-K/A
12/14/128-K
12/12/11SC 13G/A
9/27/118-K
6/7/118-K,  SC 14D9/A,  SC TO-T/A
4/28/118-K,  SC TO-C,  SC14D9C
 List all Filings 

4 Subsequent Filings that Reference this Filing

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

 2/22/21  SunPower Corp.                    10-K        1/03/21  154:23M
 8/28/13  SEC                               UPLOAD10/10/17    1:76K  SunPower Corp.
 7/23/13  SEC                               UPLOAD10/10/17    1:139K SunPower Corp.
 6/21/13  SEC                               UPLOAD10/10/17    1:163K SunPower Corp.
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