Amendment Two To Turnkey, Engineering, Procurement And Construction Agreement

EXHIBIT 10.58







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








Amendment No. 2 to Turnkey Engineering, Procurement

and Construction Agreement



This Amendment No. 2 to Turnkey, Engineering, Procurement and Construction Agreement for Solar Photovoltaic Generating Facility (this " Amendment "), is made and entered into as of this 25 day of November 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 entered into that certain Turnkey, Engineering, Procurement and Construction Agreement for Solar Photovoltaic Generating Facility, dated as of July 3, 2008 (as amended by Amendment to Turnkey, Engineering, Procurement and Construction Agreement for Solar Photovoltaic Generating Facility, dated as of October 7, 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 are hereby acknowledged, the Parties do hereby agree as follows:



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



2. This Amendment is executed in connection with, and is deemed to be a part of, the Agreement. Upon the execution of this Amendment, this Amendment shall thereafter automatically become a part of the Agreement. Wherever the terms of this Amendment and the terms of the Agreement are in conflict, the terms of this Amendment shall govern and control. Capitalized terms used here ...