SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Sunpower Corp – ‘10-K’ for 12/30/12 – ‘EX-10.63’

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

Previous ‘10-K’:  ‘10-K/A’ on 6/29/12 for 1/1/12   ·   Next:  ‘10-K/A’ on 4/29/13 for 12/30/12   ·   Latest:  ‘10-K/A’ on 12/18/23 for 1/1/23   ·   4 References:   

Find Words in Filings emoji
 
  in    Show  and   Hints

  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-10.63’   —   Mortgage Supplement No. 1


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



 <!   C:   C: 
  ex10_63x12302012  
EXHIBIT 10.63

MORTGAGE SUPPLEMENT
Mortgage Supplement No. 1

This Mortgage Supplement No. 1 (the “Supplement”), is entered into by and among SunPower Philippines Manufacturing Ltd., a foreign corporation duly licensed to do business under the laws of the Philippines with office address at 100 Trade Avenue, Phase 4, Special Economic Zone, Laguna Technopark, Biñan Laguna (“SPML”), SPML Land, Inc., a corporation organized and existing under the laws of the Philippines with principal address at 100 East Main Ave., LTI Biñan Laguna (“SPML Land” or, together with SPML, the “Mortgagors”, or, individually, each the “Mortgagor”); and the International Finance Corporation, an international organization established by the Articles of Agreement among its member countries including the Republic of Philippines ("IFC" or the “Mortgagee”).

WHEREAS, the Mortgagors and Mortgagee have executed and registered a Mortgage Agreement dated as of 6 May 2010 (the “Mortgage Agreement”), to secure the Obligations of the Mortgagors referred to in such agreement;

WHEREAS, the Mortgage Agreement provides that the Mortgagors and Mortgagee shall execute and register Mortgage Supplements for the purposes stated therein; and

WHEREAS, in fulfillment of the continuing obligation of the Mortgagors under the Mortgage Agreement, Loan Agreement, and Financing Documents each of the Mortgagors desires to execute this Mortgage Supplement with the Mortgagee.

NOW, THEREFORE, the parties hereto agree as follows:

1.
Unless otherwise defined in this Mortgage Supplement, (i) capitalized terms shall have the meanings set forth in the Loan Agreement and the Mortgage Agreement unless the context otherwise requires, and (ii) the principles of construction set forth in the Loan Agreement and the Mortgage Agreement shall apply.

2.
The Mortgagors hereby confirm that (i) certain of the Assets identified and described as Future Real Assets in the Mortgage Agreement have come into existence and/or have been acquired in ownership by a Mortgagor as of the date hereof (those certain assets to be herein called the “New Assets”), and (ii) the New Assets are now identified and more fully described in Schedule A to this Mortgage Supplement.

3.
The Mortgagors hereby acknowledge and agree (i) that the Real Estate Mortgage has been granted, created, established, and constituted on the New Assets in favor of Mortgagee and (ii) that such Real Estate Mortgage are subject to the same provisions, terms, and conditions of the Mortgage Agreement as are applicable to the Mortgage on the Present Real Assets thereunder, as fully and completely for all legal intents and purposes as if owned by the relevant Mortgagor on the date of execution of the Mortgage Agreement.



1


4.
The parties hereto confirm that the New Assets serve as security for payment of the Obligations to the extent of the amount stated in Section 2.01(d) (Creation of Real Estate Mortgage) of the Mortgage Agreement, including interests, fees, and charges that may be due thereon.

5.
Each of the Mortgagors undertakes, at Mortgagors' cost and expense, to register this Mortgage Supplement with the appropriate Registry of Deeds and, where necessary, other appropriate government agencies, in the Philippines in accordance with the Mortgage Agreement.

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representative to execute and deliver this Supplement as of November 3, 2010.

 
SunPower Philippines Manufacturing Ltd.
 
 
 By:
 
 
 
 
 Name:
 
 Title:
Assistant Secretary

 
SPML Land, Inc.
 
 
By:
 
 
 
 
 Name:
 
 Title:
Director and Corporate Secretary

 
International Finance Corporation
 
 
By:
 
 
 
 
 Name:
Jess O. Ang
 
 Title:
Resident Representative


Signed in the presence of


_________________________              _________________________




2



ACKNOWLEDGMENT AND CERTIFICATION OF OATH

REPUBLIC OF THE PHILIPPINES    )
REPUBLIC OF THE PHILIPPIES    ) S.S.
BINAN LAGUNA

BEFORE ME, a Notary Public for and in the above jurisdiction this 3 day of November 2010 personally appeared the following individual/s, representing the respective corporation/s indicated below his/their names:

Name
Community Tax Certificate No. & Passport No.
Issued at/on
SunPower Philippines
Manufacturing Ltd.
represented by: Suzanne Mondonedo
 
Sep 18, 2006
 
 
 
SPML Land, Inc.
represented by: Nereo Mella
 
Sep 30, 2010

personally known to me or identified by me through competent evidence of identity to be the same person[s] who presented to me and signed in my presence this Mortgage Supplement No. 1 consisting of 5 pages, including this Acknowledgment Page, all of which were signed by them and their instrumental witnesses, and they represented that they executed this Agreement as their free and voluntary act and that they are duly authorized to sign for the corporations they respectively represent.

This Mortgage Supplement No. 1 relates to the Mortgage Agreement dated as of 6 May 2010 among the same parties and consists of 5 pages, including the pages of this Acknowledgment and Schedule A attached hereto, and is signed by the parties hereto and their instrumental witnesses on the signature page and on the left margin of the other pages hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal this 3 day of November, 2010 at Binan City, Philippines.

Doc. No. 405            [Notarial Stamp]
Page No. 82                    
Book No. IV
Series of 2010.                    [Notarial Stamp]




3


ACKNOWLEDGMENT AND CERTIFICATION OF OATH

REPUBLIC OF THE PHILIPPINES    )
TAGUIG CITY                ) S.S.

BEFORE ME, a Notary Public for and in the above jurisdiction this 8th day of November personally appeared the following individual/s, representing the respective corporation/s indicated below his/their names:

Name
Community Tax Certificate No. & Passport No.
Issued at/on
International Finance Corporation
represented by: JESSE O. ANG
 
DFA Manila

personally known to me or identified by me through competent evidence of identity to be the same person[s] who presented to me and signed in my presence this Mortgage Supplement No. 1 consisting of 5 pages, including this Acknowledgment Page, all of which were signed by them and their instrumental witnesses, and they represented that they executed this Agreement as their free and voluntary act and that they are duly authorized to sign for the corporations they respectively represent.

This Mortgage Supplement No. 1 relates to the Mortgage Agreement dated as of 6 May 2010 among the same parties and consists of 5 pages, including the pages of this Acknowledgment and Schedule A attached hereto, and is signed by the parties hereto and their instrumental witnesses on the signature page and on the left margin of the other pages hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal this 8th day of November, 2010 at TAGUIGCITY, Philippines.

Doc. No. 283
Page No. 55                        [Notarial Stamp]
Book No. 1
Series of 2010.




4


Schedule A


1.
The Lease Rights of SPML over the Premises under the Contract of Lease between SPML and SPML Land effective as of 1 September 2010 executed on 12 October 2010 (Doc. No. 361, Page No. 34, Book No. IV, Series of 2010 of Notary Public Edgardo M. Salandanan for Biñan, Laguna).


5

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed as of:2/25/13IRANNOTICE,  S-8
Filed on:2/22/134
For Period end:12/30/1210-K/A
11/3/104
1/14/10
 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.
Top
Filing Submission 0000867773-13-000012   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Mon., Apr. 29, 8:31:02.1pm ET