Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
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-10.69’ — Second Amendment to Letter of Credit Facility Agreement
SECOND AMENDMENT TO LETTER OF CREDIT FACILITY AGREEMENT
This Second Amendment to Letter of Credit Facility Agreement (this “Amendment”), is entered into as of December 19, 2012 (the “Amendment Effective Date”), 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 issuing bank and as administrative agent for the Banks (as defined below) (in such capacity, the “Administrative Agent”), and the Required Banks (as defined below).
BACKGROUND
A. The Credit Parties and the Parent Guarantor entered into that certain Letter of Credit Facility Agreement, dated as of August 9, 2011 (as 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.
B. The Credit Parties, Deutsche Bank AG New York Branch and Deutsche Bank Trust Company Americas entered into that certain Continuing Agreement for Standby Letters of Credit and Demand Guarantees, dated as of September 27, 2011, providing for the issuance of letters of credit or demand guarantees at the request of each Credit Party (each, a “CVSR LOC”).
C. The Credit Parties have requested that the Administrative Agent, the
Required Banks and the Parent Guarantor amend the Credit Agreement to revise the definition of “Permitted LOCs”.
D. Although the Administrative Agent, the Parent Guarantor and those certain Banks defined as “Required Banks” under the Credit Agreement (the “Required Banks”) are under no obligation to do so, the Administrative Agent, the Parent Guarantor and the Required Banks are willing to amend the Credit Agreement in accordance with the terms, and subject to the conditions, set forth herein.
AGREEMENT
The parties to this Amendment, intending to be legally bound, hereby agree as follows pursuant to Section 8.01 of the Credit Agreement:
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 Required Bank in agreeing to the terms of this Amendment.
2.Amendment to Credit Agreement. The definition of “Permitted LOCs” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
“Permitted LOCs" means LOCs that are classified as a performance standby letters of credit by the Board of Governors of the Federal Reserve System or by the Office of the Comptroller of the Currency of the United States and constitute (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 Existing LOCs), (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 Closing Date supported by no more than three (3) LOCs (of which two (2) LOCs in an aggregate face amount of €10,675,609 relate to the Montalto Project and one (1) LOC in a face amount of $40,000,000 relates to the NorSun Supply Agreement) (which Existing LOCs will be replaced by LOCs issued under this Agreement), (e) for the period beginning on -the Amendment Effective Date and ending on January 1, 2015, CVSR LOCs in an aggregate face amount outstanding at any time not to exceed $224,359,381, and (f) the Existing LOCs; provided, that, notwithstanding anything to the contrary in this definition but subject to the other terms and conditions of this
Agreement, the Company will be permitted to have LOCs outstanding at any one time until the Termination Date for the purposes described in clauses (a) and (b) above with an expiry of between two (2) and three (3) years from the date of issuance thereof and for an aggregate initial face amount of up to fifteen per cent (15%) of the then-applicable Maximum LOC.”
3.Confirmation of Guaranty. The Parent Guarantor ratifies and reaffirms its obligations under the Parent Guaranty and each and every term, condition, and provision of the Parent Guaranty. The Parent Guarantor further represents and warrants that it has no defenses or claims against the Administrative Agent or any Bank that would or might affect the enforceability of the Parent Guaranty and that the Parent Guaranty remains in full force
and effect.
4.Ratification and Confirmation of Loan Documents. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not alter, modify, amend, or in any way affect any of the terms, conditions, obligations, covenants, or agreements contained in the Credit Agreement or any other Loan Document, and shall not shall not operate as a waiver of any right, power, or remedy of the Administrative Agent or any Bank under the Credit Agreement or any other Loan Document. Except as expressly set forth herein, the Credit Agreement and all other instruments, documents and agreements entered into in connection with the Credit Agreement and each other Loan Document shall be and remain in full force and effect in accordance with their respective terms and hereby are ratified and confirmed by each Credit
Party in all respects.
5.Representations and Warranties. The Parent Guarantor and each Credit Party hereby represents and warrants that:
a. the representations and warranties contained in each Loan Document to which the Parent Guarantor or such Credit Party is a party are true and correct in all material respects on and as of the date hereof;
b. no Block Notice is in effect; and
c. no Event of Default, or event or condition that would constitute an Event of Default described in Section 6.01(a), Section 6.01(f), or
Section 6.01(g) of the Credit Agreement 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 Amendment and the transactions contemplated hereby.
2
6.Execution in Counterparts. This Amendment 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 Amendment by facsimile or e-mail (in a pdf or similar file) shall be as effective as delivery of an original executed counterpart of this Amendment.
7.Effect
on Loan Documents. From and after the Amendment Effective Date, all references in any Loan Document to the Credit Agreement or any other Loan Document shall be deemed to be references to the Credit Agreement or such other Loan Document as amended by this Amendment and as the same may be further amended, supplemented or otherwise modified from time to time. This Amendment shall constitute a Loan Document for all purposes under the Credit Agreement and the other Loan Documents.
8.Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York.
[Remainder of page intentionally left blank]
3
IN
WITNESS WHEREOF, the Company, the Subsidiary Applicant, the Parent Guarantor, the Administrative Agent and the Required Banks have caused this Amendment to be executed as of the date first written above.