Unassociated Document


     

    
      	 
      
              


              EXHIBIT
      10.2

              
                CONFIDENTIAL
      TREATMENT REQUESTED

                --

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

              

              


            


    

    

      EXECUTION
COPY





    AMENDMENT NO. 1 TO INGOT
SUPPLY AGREEMENT

    


    This Amendment No. 1 to Ingot Supply
Agreement (this "Amendment") is entered into as of August 4, 2008 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 I 3-16 Block, Techno Valley,
Daedeok, Gwanpyeong-dong, Yuseoung-gu, Daejeon, Korea ("Supplier"),
and SunPower Corporation, a company organized under the laws of the State of
Delaware, United States of America, with it principal office located at 3939
North First Street, San Jose, California 95134, United States of America ("Purchaser").  Supplier
and Purchaser may be referred to herein individually as a "Party" or
collectively as the "Parties."

    


    RECITALS

    


    A.           Supplier
and Purchaser entered into certain Ingot Supply Agreement dated as of December
22, 2006 (“ISA”).

    


    B.           Following
the execution of the ISA, the Parties recognized certain required amendments to
the ISA that would be required to make the ISA consistent with the Parties’
intent to reduce the purchase price for SP Polysilicon Based Products set forth
in Schedule 3.1(a) of the ISA.

    


    C.           The
Parties wish to amend the ISA 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 ISA.

    


    2. Amendments to the Schedule
3.1(a) of the ISA

    


    The Schedule 3.1(a) of the ISA shall be
replaced in its entirety with the following.

    


    [Purchase
Price for SP Polysilicon Based Products]

    


    The purchase price for SP
Polysilicon Based Products per kilogram shall be determined based on (a)
the year in which such SP Polysilicon Based Products are ordered, (b) the price
per kilogram actually paid by Supplier for the polysilicon used to make such SP
Polysilicon Based Products ("Poly
Price"), and (c) the amount of any Cost Savings (as defined below), in accordance with the
Ingot Price Formula in the following table.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXECUTION
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              Year

            	
              Ingot Price Formula

            	
              Poly Price

            	
              Ingot Price

            	
              Price Effective Period

            
	
              1st
      Year (2008)

            	
              *** X
      Poly Price + $*** - Cost Savings - $***

            	
              $***

            	
              $***

            	
              ~July
      31, 2008

            
	
              2nd
      Year (2009)

            	
              *** X
      Poly Price + $*** - Cost Savings - $***

            	
              $***

            	
              $***

            	
              ~July
      31, 2009

            
	
              3rd
      Year (2010)

            	
              *** X
      Poly Price + $*** - Cost Savings - $***

            	
              $***

            	
              $***

            	
              ~July
      31, 2010

            
	
              4th
      Year (2011)

            	
              *** X
      Poly Price + $*** - Cost
      Savings - $***

            	
              $***

            	
              $***

            	
              ~July
      31, 2011

            
	
              5th
      Year (2012)

            	
              *** X
      Poly Price + $*** - Cost
      Savings - $***

            	
              $***

            	
              $***

            	
              ~July
      31, 2012

            


    

    


    As used in this Schedule, the term
"Cost
Savings" shall mean
***% of the quotient obtained by dividing (a) the
sum of (i) the product of (A) the aggregate number of crucibles of Supplier in
the then prior calendar month and (B) the amount, if any, by which the average
monthly quartz crucible costs of Supplier for the then prior calendar month is less than
$*** per crucible and (ii) the product of
(A) the aggregate number of hot zones of Supplier in the then prior calendar
month and (B) the amount, if any, by which the average monthly hot zone costs of
Supplier for the then prior calendar month is less than
$*** per hot zone, by (b) the aggregate
weight, expressed in kilograms, of all Products manufactured by Supplier during the then prior calendar
month.

    


    3. Effect of Amendment and
Continuing Effect of ISA

    


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

    


    3.2 Continuing Effect of the
ISA.  Except as expressly amended and modified by this
Amendment, the ISA (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
ISA.  Each reference, whether direct or indirect, in the ISA to
the ISA (including, without limitation, references to “this Agreement” in the
ISA) shall mean and be a reference to the ISA, as amended by this
Amendment.

    


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

    


    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 ISA (including the arbitration provision) are
hereby incorporated into this Amendment, mutatis
mutandis.

    


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


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXECUTION
COPY

     

    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]


    
      
         


      

      
         


        
          

        

      

      
         


        
          


           

        

      

    

    EXECUTION COPY

    
 

    IN WITNESS WHEREOF, the Parties hereto
have caused this Amendment No. 1 to Ingot Supply Agreement to be executed by
their respective representatives thereunto duly authorized as of the date first
set forth above.

    


    
 

    


    
      
        	 
      
                WOONGJIN
      ENERGY CO., LTD.

              	 	 	 
      
                SUNPOWER
      CORPORATION

              	 
	
                /s/
      Dr. Hakdo Yoo

              	 	 	
                /s/
      Emmanuel T. Hernandez

              	 
	
                Name
      Dr. Hakdo Yoo

              	 	 	
                Name Emmanuel
      T. Hernandez

              	 
	
                Title Chief
      Executive Officer

              	 	 	
                Title
      Chief Financial Officer