Amendment To Turnkey, Engineering, Procurement And Construction Agreement

Amendment to Turnkey, Engineering, Procurement

and Construction Agreement



This Amendment to Turnkey, Engineering, Procurement and Construction Agreement for Solar Photovoltaic Generating Facility (this " Amendment "), is made and entered into as of this

7 day of October 2008, by and among Florida Power Light Company (" FPL ") and SunPower Corporation, Systems (" Contractor ", together with FPL, the " Parties ", individually, a " Party ").



W I T N E S S E T H:



WHEREAS, the Parties into that certain Turnkey, Engineering, Procurement and Construction Agreement for Solar Photovoltaic Generating Facility, dated as of July 3, 2008 (the " Agreement "); and



WHEREAS, the Parties have agreed to amend the Agreement as set forth in this Amendment; and



NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and in the Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties do hereby agree as follows:



1. The Agreement shall be amended by deleting "Appendix Z" and "Appendix Z-1" of the Agreement in its entirety and inserting "Appendix Z ? and "Appendix Z-1" to this Amendment in lieu thereof.



2. This Amendment is executed in connection with, and is deemed to be a part of, the Agreement. Upo ...