Amendment To Turnkey Construction Contract For The Construction of A Solar Park, Dated January 31, 2

CONFIDENTIAL TREATMENT REQUESTED

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




In Madrid, on January 31, 2008



APPEARING PARTIES



(1) SUNPOWER ENERGY SYSTEMS SPAIN, S.L. (the "Contractor" ), with corporate domicile in Madrid, Paseo de la Castellana 86.


(2) SOLARGEN PROYECTOS E INSTALACIONES, S.L. (the "Owner" ), with corporate domicile in C/ Nfaf1ez de Balboa, 120, 7ba, 28006, Madrid y CIF nfamero B-84299767.


The entities above mentioned shall be jointly referred as the "Parties" .



RECITALS



I. Whereas on December 28, 2007 the Owner and the Contrator entered into a turnkey agreement (the "Construction Contract" ) for the construction of a solar park in Las Casas de Don Pedro (Badajoz), formed by seventy (70) Solar Facilities having between 115 and 122 kWp of peak power and 100 kWe at the inverter. The solar park is divided in two (2) phases, the first phase (the " Fisrt Phase ") to be developed in Site 1 and the second one (the " Second Phase ") to be developed in Site 2.


II. Whereas Clause 3 of the Construction Contract sets forth, amongst others, the following Conditions Precedent for the beginning of works of each Phase:


(i) a letter signed by the agent of the Financial Institutions has been delivered to the Contractor confirming the availability of the financing related to the relevant Phase


(ii) a copy of all the licences and authorisations specified in Clause 3(1)(ii) of the Construction Contract necessary for the commencement of the construction of the relevant Phase has been delivered to the Contractor


(iii) the Contractor and the Owner agree: (a) the dimension of each of the Phases, (b) the definition of Systemic Defect applicable if only Phase 1 of the Solar Park is executed, (c) the price of the perimeter fences and the monitoring system (Scada) of the tracker hubs (cajas de concentracif3n de los seguidores) , (d) the increase of the Contract Price if applicable, arising from to the samples on the Site set forth in Clause 3(3) and the review of the licences and authorisations mentioned in section (ii) of Clause 3(1), and (e) the Contract Price for each of the Phases as an exclusive consequence of the abovementioned items.


III. Whereas the Owner has delivered to the Contractor documents set forth in sections (i) and (ii) of Whereas II above relating to Phase 1 and Parties have reached an agreement regarding items set forth in section (iii) of Whereas II above.



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IV. Whereas in order to formalize the agreement reached by the Parties on items mentioned in Whereas above, the Parties agree to execute this Contract in accordance with the following


CLAUSES



1. DEFINED TERMS



All terms in capital letters not expressly defined in this Contract should have the meaning they have in the Construction Contract.



2. AMENDMENTS AND ADDITIONS TO THE CONSTRUCTION CONTRACT



(1) Authorizations and licenses : The Contractor declares that the Owner has delivered it all authorizations and licenses mentioned in Clause 3(1)(ii) of the Construction Contract regarding Phase 1 of the Solar Park (except for those that are intrinsic to the construction activity and ***) and, in particular, the following:



1. Letter from the Industry, Energy and Environmental Extremadura Ministry dated January 22, 2008 (sending stamp January 23, 2008).






2. Decision of the General Directorate of Industrial and Energetic Planning of the Industry, Energy and Environmental Extremadura Ministry granting the condition of installation under the special regime dated September 27, 2007.






3. Decision of the General Directorate of Industrial and Energetic Planning of the Industry, Energy and Environmental Extremadura Ministry regarding administrative authorization and approval of the execution project dated December 13, 2007.






4. Advertisement in the DOE of the administrative authorization and approval of the execution project (number 145 dated December 20, 2007).






5. Evidence of bank guarantee issued by "Caja de Depf3sitos de la Junta de Extremadura" (ba70002339).






6. Bank Guarantee issued by Caja Cantabria for amount of Euro 3,500,000 dated August 27, 2007.






7. Letter from Iberdrola to Solargen Proyectos e Instalaciones Solares dated September 7, 2007, regarding the connection point.






8. Letter from Solargen Proyectos e Instalaciones Solares to Iberdrola Distribucif3n Ele9ctrica, dated November 17, 2007 (re.: execution Project already certified).






9. Letter from Solargen Proyectos e Instalaciones Solares to Iberdrola Distribucif3n Ele9ctrica dated August 28, 2007.




*** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SE ...