Unassociated Document


     

    
      	  

              EXHIBIT
      10.3

              
                CONFIDENTIAL
      TREATMENT REQUESTED

                --

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

              

            


    

    
      EXECUTION
COPY   Y




    


    AMENDMENT NO. 2 TO
POLYSILICON SUPPLY AGREEMENT

    


    This Amendment No. 2 to Polysilicon
Supply Agreement (this "Amendment") is entered into as of August 4, 2008 by and
between 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"),
and Woongjin Energy Co., Ltd., a company organized under the laws of Korea and
having its principal office located at 1316 Gwanpyeong-dong, Yuseoung-gu,
Daejeon, Korea (the "JVC").  SunPower
and the JVC may be referred to herein individually as a "Party" or
collectively as the "Parties."

    


    RECITALS

    


    A.           SunPower
and the JVC entered into certain Polysilicon Supply Agreement dated as of
December 22, 2006 and certain Amendment thereto dated as of January 9, 2008
(said Polysilicon Supply Agreement as amended by the said Amendment is
hereinafter called as the “PSA”).

    


    B.           Following
the execution of the PSA, the Parties recognized certain required amendments to
the PSA that would be required to make the PSA consistent with the Parties’
intent to revise the purchase price of the Products set forth in Schedule 2 of
the PSA.

    


    C.           The
Parties wish to amend the PSA to reflect the Parties’ intent.

    


    AGREEMENT

    


    NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:

    


    1. Definitions

    


    1.1 The terms defined hereinabove shall
have the meanings set forth therein.

    


    1.2 Except as otherwise defined in this
Amendment, the terms used but not defined herein shall have the respective
meanings ascribed to them in the PSA.

    


    2. Amendments to the Schedule 2
of the PSA

    


    The table in the Schedule 2 of the PSA
shall be replaced in its entirety with the following.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      EXECUTION COPY

    

    
      	
              Year

            	
              Poly Price

            
	
              1st
      Year (2008)

            	
              $***

            
	
              2nd
      Year (2009)

            	
              $***

            
	
              3rd
      Year (2010)

            	
              $***

            
	
              4th
      Year (2011)

            	
              $***

            
	
              5th
      Year (2012)

            	
              $***

            


    

    


    3. Effect of Amendment and
Continuing Effect of PSA

    


    3.1 Effectiveness of
Amendment.  The PSA shall be deemed to have been revised and
amended in accordance with this Amendment as of the date of the
PSA.

    


    3.2 Continuing Effect of the
PSA.  Except as expressly amended and modified by this
Amendment, the PSA (including all rights and obligations of the parties
thereunder existing prior to the execution and delivery of this Amendment) shall
continue to be, and shall remain, in full force and effect in accordance with
the terms thereof.

    


    3.3 References to the
PSA.  Each reference, whether direct or indirect, in the PSA to
the PSA (including, without limitation, references to “this Agreement” in the
PSA) shall mean and be a reference to the PSA, as amended by this
Amendment.

    


    3.4 Conflicts.  To
the extent that there are any inconsistencies or ambiguities between this
Amendment and the PSA, the terms of this Amendment shall supersede the
PSA.

    


    4. Miscellaneous

    


    4.1 Governing
Law.  This Amendment and all disputes arising out of or in
connection with this Amendment shall be governed by, interpreted under, and
construed and enforceable in accordance with, the laws of the Republic of Korea
without regard to conflicts of laws principles.  The dispute
resolution provisions in the PSA (including the arbitration provision) are
hereby incorporated into this Amendment, mutatis
mutandis.

    


    4.2 Counterparts.  This
Amendment may be executed in one or more counterparts, each of which shall be
deemed as an original, but all of which together shall constitute one and the
same instrument.

    


    [Signature
Page Follows]

    


    


    


    


    


    


    


    


    


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


    
      
         


      

      
         


        
          

        

      

      
         


        
          


           

        

      

    

    EXECUTION COPY

    
 

    IN WITNESS WHEREOF, the Parties hereto
have caused this Amendment No. 2 to Polysilicon Supply Agreement to be executed
by their respective representatives thereunto duly authorized as of the date
first set forth above.

    


    


    
      	
              SUNPOWER
      PHILIPPINES MANUFACTURING, LTD.

              By:           /s/ Emmanuel T.
      Hernandez                                                                

              Name:  Emmanuel
      T. Hernandez

              Title:  Director

            


    

     

    
      	
              WOONGJIN
      ENERGY CO., LTD.

              By:           /s/ Dr. Hakdo
      Yoo                                                      

              Name:  Dr.
      Hakdo Yoo

              Title:  Chief
      Executive Officer