exhibit10-3.htm


    EXHIBIT
10.3

    


    EXECUTION
COPY

    


     

    
      	
              
                CONFIDENTIAL
      TREATMENT REQUESTED

                --

              

              
                CONFIDENTIAL
      PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY
      FILED WITH THE SECURITIES AND EXCHANGE
  COMMISSION

              

            


    

     


    
      
      

    

    


    AMENDMENT
NO. 3 TO POLYSILICON SUPPLY AGREEMENT

    


    THIS AMENDMENT NO. 3 TO POLYSILICON SUPPLY
AGREEMENT (This "Amendment
No. 3") is made this 1 day
of  August, 2009 ("Effective
Date") by and between
Woongjin Energy Co., Ltd., a company organized and existing under the laws of
the Republic of Korea with its office located at 1316 GwanPyeong-Dong,
YuSung-Gu, DaeJeon, Korea (“JVC”), and SunPower Philippines
Manufacturing, Ltd., a company organized under the laws of the Philippines and
having its principal office located at #100 East Main Street, Special Export
Processing Zone, Laguna Techno Park, Binan Laguna, Philippines (“SunPower”).  Each of JVC and
SunPower is sometimes referred to herein as a "Party"
and collectively, as the "Parties".  Capitalized
terms used in this Amendment No. 3 and not defined herein shall have the meaning
given to such terms in the Agreement (as hereinafter defined).

    


    RECITALS

    


               (a)           JVC
and SunPower are parties to that certain Polysilicon Supply Agreement, dated as
of December 22, 2006 and as amended from time to time (the "Agreement"),
pursuant to which SunPower agreed to sell to JVC, and JVC agreed to purchase
from SunPower, certain Products.

    


    (b) The
Parties desire to amend the Agreement to change the pricing for the Products set
forth in the Agreement.

    


               NOW THEREFORE, in
consideration of the promises set forth above, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereto, intending to be legally bound, hereby agree as
follows:

    


    AGREEMENT

    


    Schedule
2 of the Agreement is hereby amended by deleting such Schedule in its entirety
and replacing such Schedule with Schedule 2 hereto.

     

    All other
provisions of the Agreement, except as specifically amended or waived hereby,
shall remain in full force and effect and are incorporated herein.

     

    If any
part of this Amendment No. 3 or the Agreement as amended herein is found to be
void or unenforceable for any reason, the remainder of this Amendment No. 3 and
the Agreement as amended hereunder, shall be enforced, to the fullest extent
possible, as if such void or unenforceable provision was not part of this
Amendment No. 3.

     

    This
Amendment No. 3 may be executed one or more counterparts, each of which shall be
deemed to be an original and shall constitute one and the same
instrument.  This Amendment may be executed by facsimile, and each
such facsimile signature shall be deemed to be an original.

     

    [SIGNATURE
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    IN WITNESS THEREOF, the
Parties hereto, intending to be legally bound, have executed this Amendment No.
3 as of the date first written above

    


    


     

     

    
      
        	
                 WOONJIN ENERGY CO.,
      LTD

                 

              	 	 	 SUNPOWER
      PHILIPPINES MANUFATURING, LTD.	 
	
                /s/Hak
      Do Yoo

              	 	 	
                /s/
      Marty Neese

              	 
	
                Name:
       Hak Do Yoo

              	 	 	
                Name: 
      Marty Neese 

              	 
	
                Title: 
      CEO

                Date:  Sept 2, 2009

              	 	 	
                Title: 
      COO

                Date:  9-18-09

              	 


      



    


    



    
      
        
           

        

         


      

      
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          EXECUTION
COPY

          


        

      

    


    Schedule
2

    Product
Pricing

    


    The
purchase price per kilogram for Products shall be as set from time to time by
SunPower or SunPower Corp. in their sole discretion and communicated to JVC by
or on behalf of SunPower or SunPower Corp.

    


    Unless changed by SunPower or SunPower
Corp. after the Execution Date (with such changed being communicated to JVC by
or on behalf of SunPower or SunPower Corp.), the purchase prices per kilogram
for the Products will be $***.

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


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    ***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION.