Class A Common Stock: 867652109                        13D

Class B Common Stock: 867652307

NAMES OF REPORTING PERSONS

    Total S.A.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  ¨        (b)  ¨

SEC USE ONLY

SOURCE OF FUNDS (see instructions)

    WC

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

    France

SOLE VOTING POWER

    0 shares

SHARED VOTING POWER

    34,756,682 (Class A Common Stock)

    25,220,000 (Class B Common Stock)

SOLE DISPOSITIVE POWER

    0 shares

SHARED DISPOSITIVE POWER

    34,756,682 (Class A Common Stock)

    25,220,000 (Class B Common Stock)

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    34,756,682 (Class A Common Stock)

    25,220,000 (Class B Common Stock)

(12)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    60.0% (Class A Common Stock)*

    60.0% (Class B Common Stock)*

(14)

TYPE OF REPORTING PERSON (see instructions)

    CO

Class A Common Stock: 867652109                        13D

Class B Common Stock: 867652307

NAMES OF REPORTING PERSONS

    Total Gas & Power USA, SAS

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  ¨        (b)  ¨

SEC USE ONLY

SOURCE OF FUNDS (see instructions)

    OO

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

    France

NUMBER OF

SHARES

BENEFICIALLY OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

    0 shares

SHARED VOTING POWER

    34,756,682 (Class A Common Stock)

    25,220,000 (Class B Common Stock)

SOLE DISPOSITIVE POWER

    0 shares

SHARED DISPOSITIVE POWER

    34,756,682 (Class A Common Stock)

    25,220,000 (Class B Common Stock)

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    34,756,682 (Class A Common Stock)

    25,220,000 (Class B Common Stock)

(12)

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)    ¨

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    60.0% (Class A Common Stock)*

    60.0% (Class B Common Stock)*

(14)

TYPE OF REPORTING PERSON (see instructions)

    CO

The Issuer is one of the market leaders in the solar industry, with distinctive competitive and technological advantages over its competitors. Its technology is market-leading, with some of the highest power cell conversion rates in the industry.

The Issuer has significant momentum in key solar markets and is a robust, highly visible industry player.

The Issuer is vertically integrated along the solar value chain, with significant manufacturing capabilities that will be enhanced by the financial support that Total brings to the partnership.

Total and the Issuer share a common vision for the solar industry: a wide variety of energy sources will be required to meet coming increases in global energy demand, and the development of renewable energies—particularly solar—will be paramount in ensuring a balanced energy mix alongside conventional resources.

Total has a history of research and development partnerships, and the relationship with the Issuer builds on that successful foundation.

Through access to Total’s financial strength, the Issuer will have additional resources to accelerate the development of its business and further leverage its existing technology.

The Issuer’s management team will continue to operate the Issuer as a stand-alone business, supported by strategic and operational resources from Total.

effect or seek, or announce any intention to effect or seek, any transaction that would result in the Total Group beneficially owning Shares in excess of the Applicable Standstill Limit (as defined below), or take any action that would require the Issuer to make a public announcement regarding the foregoing;

request the Issuer, the Issuer’s directors who are independent for stock exchange listing purposes and not appointed to the Board by Purchaser (the “Disinterested Directors”), or officers or employees of the Issuer to amend or waive any of the standstill restrictions applicable to the Total Group; or

enter into any discussions with any third party regarding any of the foregoing.

during the period commencing with the closing of the Offer until June 15, 2013, and following the written invitation from the Disinterested Directors, either (i) make and consummate a tender offer to acquire 100% of the outstanding voting power of the Issuer (a “Total Tender Offer”) that is approved and recommended by the Disinterested Directors, or (ii) propose and effect a merger providing for the acquisition of 100% of the outstanding voting power of the Issuer (a “Total Merger”) that is approved and recommended by the Disinterested Directors;

during the period commencing on June 15, 2013 until December 31, 2014, either (i) make and consummate a Total Tender Offer that is approved and recommended by the Disinterested Directors or (ii) propose and effect a Total Merger that is approved and recommended by the Disinterested Directors; and

during the period commencing on January 1, 2015 and at any time thereafter, either (i) make and consummate a Total Tender Offer or (ii) propose and effect a Total Merger so long as, in each case, Purchaser complies with certain advance notice and prior negotiation obligations, including providing written notice to the Issuer at least 120 days prior to commencing or proposing such Total Tender Offer or Total Merger and making its designees reasonably available for the purpose of negotiation with the Disinterested Directors concerning such Total Tender Offer or Total Merger.

a change in control of the Issuer;

the first time that the Total Group beneficially owns less than 15% of the outstanding voting power of the Issuer;

prior to Purchaser, together with any controlled subsidiary of Total, owning 50% or less of the outstanding voting power of the Issuer or 40% or less of the outstanding voting power of the Issuer when at least $100 million in Guaranties (as defined below) are outstanding under the Credit Support Agreement (as defined below), the Issuer or the Board taking or failing to take certain of the actions described below under the caption “—Events Requiring Stockholder Approval by Purchaser” without Purchaser’s prior approval or fails to comply with certain of the covenants of the Issuer described below under the caption “—Covenants of Purchaser and the Issuer”;

upon the first time that Purchaser, together with any controlled subsidiary of Total owns 50% or less of the outstanding voting power of the Issuer or 40% or less of the outstanding voting power of the Issuer when at least $100 million in Guarantees are outstanding under the Credit Support Agreement, a tender offer for at least 50% of the outstanding voting power of the Issuer is commenced by a third party (unless, among other things, such tender offer is withdrawn at a time that the Total Group has not commenced a Total Tender Offer, in which case the Standstill Period will be reinstated); and

the termination of the Affiliation Agreement.

63% during the period commencing with the closing of the Offer and ending on June 15, 2013;

66 ²/3% during the period commencing on the second anniversary of the closing of the Offer and ending on December 31, 2014; and

70% during the period commencing on January 1, 2015 and continuing thereafter until the termination of the Affiliation Agreement.

Purchaser promptly notifies the Issuer;

the Total Group causes such shares to be voted in direct proportion to the manner in which all stockholders of the Issuer other than the Total Group and the Issuer’s directors or executives vote; and

within the time periods provided in the Affiliation Agreement, the Total Group sells such excess Shares to the Issuer or on the open market.

Purchaser promptly notifies the Issuer; and

causes such shares to be voted in direct proportion to the manner in which all stockholders of the Issuer, other than the Total Group and the Issuer’s directors or executives, vote.

recapitalizations, repurchases or other actions taken by the Issuer or its controlled subsidiaries that have the effect of reducing the number of Shares then outstanding;

the issuance of Shares to Purchaser in connection with the acquisition by the Issuer of Tenesol S.A. (“Tenesol”); or

the rights specified in any “poison pill” share purchase rights plan of the Issuer having separated from the Shares and a member of the Total Group having exercised such rights.

makes a tender offer to acquire 100% of the voting power of the Issuer, at the same price per share of voting stock and using the same form of consideration to be paid by the transferee to the Total Group, and the completion of such tender offer is conditioned on (i) a majority of the shares of voting stock held by stockholders that are not members of the Total Group being tendered and (ii) an irrevocable, unwaivable commitment by the transferee to promptly acquire in a subsequent merger any shares not purchased in such tender offer, to the extent any shares are purchased in such tender offer, for the same amount and form of consideration per share offered in such tender offer; or

proposes a merger providing for the acquisition of 100% of the voting power of the Issuer, at the same price per share of voting stock and using the same form of consideration to be paid by the transferee to the Total Group, and the consummation of such merger is conditioned upon the approval of shares of voting stock representing a majority of the shares of voting stock held by stockholders that are not members of the Total Group.

until the first time that Purchaser, together with controlled subsidiaries of Total, own less than 50% of the voting power of the Issuer, Purchaser will be entitled to designate six nominees to serve on the Board until the Board Reduction Event, and five nominees to serve on the Board thereafter;

until the first time that Purchaser, together with controlled subsidiaries of Total, own less than 50% but not less than 40% of the voting power of the Issuer, Purchaser will be entitled to designate five nominees to serve on the Board until the Board Reduction Event, and four nominees to serve on the Board thereafter;

until the first time that Purchaser, together with controlled subsidiaries of Total, own less than 40% but not less than 30% of the voting power of the Issuer, Purchaser will be entitled to designate four nominees to serve on the Board until the Board Reduction Event, and three nominees to serve on the Board thereafter;

until the first time that Purchaser, together with controlled subsidiaries of Total, own less than 30% but not less than 20% of the voting power of the Issuer, Purchaser will be entitled to designate three nominees to serve on the Board until the Board Reduction Event, and two nominees to serve on the Board thereafter; and

until the first time that Purchaser, together with controlled subsidiaries of Total, own less than 20% but not less than 10% of the voting power of the Issuer, Purchaser will be entitled to designate two nominees to serve on the Board until the Board Reduction Event, and one nominee to serve on the Board after thereafter.

the Audit Committee of the Board will be comprised of three Disinterested Directors;

the Compensation Committee and the Nominating and Governance Committee of the Board will each be comprised of two Disinterested Directors and one director designated by the Total Group; and

any other standing committee of the Board will comprise a majority of directors not designated by the Total Group, but will include at least one director designated by the Total Group.

any amendment to the Issuer’s certificate of incorporation or bylaws;

any transaction that, in the reasonable judgment of the Disinterested Directors, involves an actual conflict of interest between the Total Group, on the one hand, and the Issuer and its affiliates, on the other hand;

the adoption of any shareholder rights plan or the amendment or failure to renew the Issuer’s existing shareholder rights plan;

except as provided above, the commencement of any tender offer or exchange offer by the Total Group for Shares or securities convertible into Shares, or the approval of a merger of the Issuer or any company that it controls with a member of the Total Group;

any voluntary dissolution or liquidation of the Issuer or any company that it controls;

any voluntary bankruptcy filing by the Issuer or any company that it controls or the failure to oppose any other person’s bankruptcy filing or action to appoint a receiver of the Issuer or any company that it controls;

any delegation of all or a portion of the authority of the Board to any committee of the Board;

any amendment, modification or waiver of any provision of the Affiliation Agreement;

any modification of director’s and officer’s insurance coverage; or

any reduction in the compensation of the Disinterested Directors.

any amendment to the Issuer’s certificate of incorporation or bylaws;

any transaction pursuant to which the Issuer or any company that it controls acquires or otherwise obtains the ownership or exclusive use of any business, property or assets of a third party if as of the date of the consummation of such transaction the aggregate net present value of the consideration paid or to be paid exceeds the lower of (i) 15% of the Issuer’s then-consolidated total assets or (ii) 15% of the Issuer’s market capitalization;

any transaction pursuant to which a third party obtains ownership or exclusive use of any business, property or assets of the Issuer or any company that it controls if as of the date of the consummation of such transaction the aggregate net present value of the consideration received or to be received exceeds the lower of (i) 10% of the Issuer’s then-consolidated total assets or (ii) 10% of the Issuer’s market capitalization;

the adoption of any shareholder rights plan or certain changes to the Issuer’s existing shareholder rights plan;

except for the incurrence of certain permitted indebtedness, the incurrence of additional indebtedness in excess of the difference, if any, of 3.5 times the Issuer’s LTM EBITDA (as defined in the Affiliation Agreement) less the Issuer’s Outstanding Gross Debt (as defined in the Affiliation Agreement);

subject to certain exceptions, any voluntary dissolution or liquidation of the Issuer or any company that it controls; or

any voluntary bankruptcy filing by the Issuer or any company that it controls or the failure to oppose any other person’s bankruptcy filing or action to appoint a receiver of the Issuer or any company that it controls.

amending the Issuer’s bylaws to provide that the Total Group may call a special meeting of the Issuer’s stockholders in certain circumstances (except as such right was modified by the terms of the Affiliation Agreement Amendment);

taking certain actions to exculpate Total, Purchaser, any controlled subsidiary of Total and the directors designated by Purchaser from corporate opportunities, to the extent permitted by applicable law;

taking certain actions to render Delaware’s business combination statute inapplicable to the Total Group and certain future transferees of the Total Group;

making certain amendments to the Issuer’s existing shareholder rights plan, including excluding the Total Group from the definition of “Acquiring Person” in such plan;

renewing the Issuer’s existing shareholder rights plan so long as the Total Group beneficially owns at least 15% of the outstanding voting power of the Issuer; and

providing Purchaser with certain financial information of the Issuer from time to time.

Purchaser does not have any rights to representation on the Board or to designate any observers to attend meetings of the Board or any of its committees;

Purchaser does not have any rights to require the Issuer to obtain specified approvals of the Board before taking the actions specified above under the captions “—Events Requiring Specific Board Approval” and “—Events Requiring Supermajority Board Approval;”

Purchaser does not have any rights to require the Issuer to obtain specified approvals of the Issuer’s stockholders before taking the actions specified above under the caption “—Events Requiring Stockholder Approval by Purchaser;” and

notwithstanding any amendments to the Issuer’s bylaws, the Total Group shall not be entitled to call a special meeting of the Issuer’s stockholders in the circumstances specified in the Affiliation Agreement.

making all necessary registrations, declarations and filings with governmental authorities in connection with the Tender Offer Agreement and the consummation of the transactions contemplated thereby, and obtaining all necessary actions or non-actions, waivers,

clearances, consents, approvals, orders and authorizations from governmental authorities (including any necessary antitrust approvals) in connection with the Tender Offer Agreement and the consummation of the transactions contemplated thereby; and

assisting the other parties in (A) making all necessary registrations, declarations and filings with governmental authorities in connection with the Tender Offer Agreement and the consummation of the transactions contemplated thereby, including by providing such information regarding itself, its affiliates and their respective operations as may be requested in connection with a filing by it or any of its subsidiaries, and (B) obtaining all necessary actions or non-actions, waivers, clearances, consents, approvals, orders and authorizations from governmental authorities (including any necessary antitrust approvals) in connection with the Tender Offer Agreement and the consummation of the transactions contemplated thereby.

any amendment to the Issuer’s bylaws or certificate of incorporation, except as expressly contemplated by the Affiliation Agreement;

any amendment or redemption of the Rights Agreement, except as expressly contemplated by the Tender Offer Agreement or the Affiliation Agreement;

any transaction pursuant to which the Issuer or a company that it controls acquires or otherwise obtains the ownership or exclusive use of any business, property or assets of a person that is not the Issuer or a company that it (including by merger, amalgamation, consolidation, tender offer, asset or stock purchase), if as of the date of the consummation of such transaction the aggregate net present value of the consideration paid or to be paid exceeds $25 million;

any transaction pursuant to which a person that is not the Issuer or a company that it controls obtains ownership or exclusive use of any business, property or assets of the Issuer or a company that it controls (including any sale, lease, license, transfer or other disposition), if as of the date of the consummation of such transaction the aggregate net present value of the consideration received or to be received exceeds $25 million, except for sales, leases, transfers or other dispositions of any directly or indirectly owned special purpose vehicle established to facilitate solar system sales in the ordinary course of the Issuer’s utility and power plant or large commercial business lines in the ordinary course of business;

the incurrence of additional indebtedness in excess of the difference, if any, of 3.5 times the Issuer’s LTM EBITDA (as defined in the Affiliation Agreement) less the Issuer’s then Outstanding Gross Debt (as defined in the Affiliation Agreement), except for (i) an Excluded Debt Incurrence (as defined in the Affiliation Agreement) and (ii) in connection with refinancing or replacing any of the Issuer’s 1.25% convertible debentures, the issuance of a new convertible debenture issued on or after July 1, 2011 on no less favorable terms than the 1.25% convertible debentures being refinanced or replaced with respect to ranking (senior/senior sub/subordinated), financial covenants, operational

covenants, and events of default, and whether issued prior to or after the replacement of such 1.25% convertible debentures;

subject to certain exceptions, any voluntary dissolution or liquidation of the Issuer or any company that it controls;

any voluntary bankruptcy filing by the Issuer or any company that it controls or the failure to oppose any other person’s bankruptcy filing or action to appoint a receiver of the Issuer or any company that it controls;

any issuance, sale, pledge, disposition, granting or encumbrance of any shares of any class of capital stock of the Issuer, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including any phantom interest and including any stock awards or voting securities), of the Issuer, except for (i) the grant of stock awards or voting securities under the Issuer’s equity incentive plans in the ordinary course of business consistent with past practice, (ii) the issuance of shares of Issuer’s common stock upon the exercise of the Issuer’s options or the vesting or settlement of the Issuer’s restricted stock or restricted stock unit awards outstanding on the date of the Tender Offer Agreement or granted in accordance with the foregoing, and (iii) upon the conversion or exercise of convertible debentures outstanding on the date of the Tender Offer Agreement;

any declaration, setting aside, making or payment of any dividend or other distribution (payable in cash, stock, property or otherwise) with respect to, or any reclassification, combination, split or subdivision of, any shares of any class of capital stock of the Issuer;

any redemption, purchase or other acquisition, directly or indirectly, of any shares of any class of capital stock of the Issuer, except for (i) tax withholdings and exercise price settlements upon exercise of options or with respect to restricted stock restricted stock unit awards, in each case in the ordinary course of business and in compliance with applicable law, and (ii) purchases of shares of the Issuer’s common stock or convertible debentures from the holders thereof in one or more privately negotiated transactions which are not effected in the open market and would not constitute a tender offer in accordance with applicable laws;

any capital expenditure not reflected in the Issuer’s 2011 annual operating plan that exceeds $25 million;

any adoption or material amendment of an equity compensation plan;

any entry into a Utility & Power Plant segment of the Issuer sales agreement for contracted revenue greater than 15% of the Issuer’s then current fiscal year’s forecasted revenue, or for any project (or series of projects located within 500 meters of one another) with a nameplate capacity rating in excess of 50 megawatts (ac – alternating current); or

any announcement of an intention to enter into, or entry into, any formal or informal contract or any commitment to do any of the foregoing.

after giving effect to the Issuer’s request, the sum, calculated in dollars or an equivalent dollar amount, as applicable, of (a) the aggregate amount available to be drawn under guaranteed letter of credit facilities, (b) the amount of letters of credit available to be issued under any guaranteed facility and (c) the aggregate amount of draws (including

accrued but unpaid interest) on any letters of credit issued under any guaranteed facility that have not yet been reimbursed by the Issuer (such sum, the “Aggregate L/C Amount”) cannot exceed $445 million for the period from the CSA Effective Date through December 31, 2011, $725 million for the period from January 1, 2012 through December 31, 2012, $771 million for the period from January 1, 2013 through December 31, 2013, $878 million for the period from January 1, 2014 through December 31, 2014, $936 million for the period from January 1, 2015 through December 31, 2015 and $1 billion for the period from January 1, 2016 through the termination of the Credit Support Agreement (the “Maximum L/C Amount”), subject to certain adjustments, including that if the Board approves a projected income statement, cash flow statement and balance sheet of the Issuer (an “Annual Operating Plan”) for any period specified above that provides for credit support exceeding the amounts specified for such period, Guarantor may, in its sole discretion, increase the amounts specified for such period up to the amount set forth in such Annual Operating Plan, or, if the Board approves an Annual Operating Plan by supermajority board approval (as described in the Affiliation Agreement) for any period specified above that provides for credit support of less than 90% of the amounts specified for such period, then the maximum amount of credit support available for such period will automatically be reduced to the amount set forth in such Annual Operating Plan, but, if following such reduction the Issuer’s management approves UPP and LComm projects such that the Issuer requires credit support of up to, but not exceeding, 110% of such reduced amount, then such reduced amount will be increased to such higher required credit support amount, which credit support amount can be further increased up to, but not exceeding, the maximum amounts specified for such period above if the Board approves UPP and LComm projects that require additional credit support and, finally, the maximum Aggregate L/C Amount for the period from the CSA Effective Date through December 31, 2011 may be increased to $645 million to support the Issuer’s construction of the California Valley Solar Ranch in San Luis Obispo County, California if the Issuer is the prime contractor for such project and the EPC arrangements for such project, including contracts with prime contractors and subcontractors and related credit support, performance guaranty and completion guaranty arrangements, are reasonably satisfactory to Guarantor;

the letter of credit facility for which the Issuer is requesting a Guaranty must provide that any letter of credit drawn under such facility be repaid within five business days;

the letter of credit facility cannot permit the issuance of letters of credit after the fifth anniversary of the CSA Effective Date or with an expiration date after the seventh anniversary of the CSA Effective Date;

the letter of credit facility may not permit the issuance of letters of credit for any obligations of the Issuer or a wholly owned subsidiary other than (a) performance guarantees (with a period of up to two years after completion of the applicable project) and completion guarantees (until completion of the applicable project) with respect to engineering, procurement and construction services provided in connection with its UPP and LComm businesses, (b) performance guarantees for engineered hardware packages not including engineering, procurement and construction services for UPP projects for a period of up to two years after completion of the applicable project, (c) certain purchase, repayment and tax indemnity obligations of the Issuer or a wholly-owned subsidiary existing as of the CSA Effective Date and supported by no more than three letters of credit (which letters of credit will be replaced by letters of credit issued pursuant to a guaranteed facility), and (d) certain other permitted purposes related to project

development for a period of up to two years; provided that the Issuer will be permitted to have outstanding letters of credit for the purposes set forth in clauses (a) and (b) for a period of between two and three years and for an aggregate initial face amount of up to 15% of the then-applicable Maximum L/C Amount;

no Trigger Event (as defined below) has occurred or is ongoing, or would result from the Issuer entering into such letter of credit facility (together with any associated ancillary documents or agreements); and

the Guaranty must be provided in substantially the form agreed by Guarantor and the applicable bank, and, in any case, must include (a) the right of Guarantor to direct the bank to suspend the issuance of additional letters of credit upon the occurrence and during the continuation of a Trigger Event or following a reduction in the Maximum L/C Amount and (b) an obligation of the bank to notify Guarantor in writing of each issuance or drawdown of a letter of credit under the facility.

request, during any period in which (a) 10% or more of the initial face amount of all then-outstanding letters of credit issued under guaranteed facilities has been drawn during the preceding twelve months and (b) such drawn letters of credit relate to three or more projects that are developed or owned by at least three unrelated sponsors (unless corrective actions are implemented to the reasonable satisfaction of Guarantor’s authorized officer), the issuance of a letter of credit under a guaranteed facility if the Aggregate L/C Amount, after giving effect to the issuance of such letter of credit, would be greater than the greater of (i) the Aggregate L/C Amount immediately prior to the issuance of such letter of credit, plus 25% of the Maximum L/C Amount immediately prior to the issuance of such letter of credit, less the Aggregate L/C Amount immediately prior to the issuance of such letter of credit, and (ii) 50% of the then-applicable Maximum L/C Amount;

request the issuance of a letter of credit if: (a) the Issuer defaults with respect to its reimbursement obligations to Guarantor described above or any payment obligation under the Credit Support Agreement that is 30 days overdue for which Guarantor has demanded payment in writing, (b) the Issuer defaults in the observance or performance of any agreement, term or condition contained in any letter of credit facility that is the subject of a Guaranty, which would constitute an event of default or similar event under such letter of credit facility (other than an obligation to pay any amount, the payment of which is guaranteed by Guarantor), up to or beyond any applicable grace period provided in the guaranteed facility (unless waived by the applicable bank and Guarantor), (c) the Issuer or any of its subsidiaries (i) applies for or consents to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) is unable, or admits in writing its inability, to pay its debts generally as they mature, (iii) makes a general assignment for the benefit of its or any of its creditors, (iv) is dissolved or liquidated, (v) becomes insolvent, (vi) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law or consent to same or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding, or (vii) takes any action for the purpose of effecting any of the foregoing, provided, that to the extent that any of the foregoing applies only to one or more subsidiaries of the Issuer and not to the Issuer itself, then only to the extent that such event or occurrence could reasonably be expected to have a material adverse effect on the business, assets, operations or financing or other condition of the Issuer or its subsidiaries, when taken as a whole, the ability of the Issuer to pay or perform its obligations under the Credit Support Agreement, the rights and remedies of Guarantor under the Credit Support Agreement, or the validity and enforceability of the Credit

amend any agreements related to any guaranteed letter of credit facility;

grant any lien to secure indebtedness (other than certain permitted secured indebtedness) unless (a) an identical lien is granted to Guarantor to secure the Issuer’s obligations and (b) such other lien is at all times equal or subordinate to the priority of the lien granted to Guarantor under (a);

make any equity distributions as long as it has any outstanding repayment obligation to Guarantor resulting from a draw on guaranteed letter of credit; or

request a guaranteed letter of credit for any project (or series of projects located within 500 meters of one another) with a nameplate capacity rating in excess of 50 megawatts (ac – alternating current) (other than the Issuer’s California Valley Solar Ranch project), it being understood that, subject to certain conditions, Guarantor will be deemed to have consented to such a letter of credit if it has not responded to any request for its consent within four weeks after receiving all documentation it has reasonably requested to evaluate the proposed letter of credit, and if Guarantor objects to guaranteeing such letter of credit, the Issuer may obtain such letter of credit under a non-guaranteed credit facility, and such letter of credit facility may be secured without the requirement to grant to Guarantor a lien, and any letters of credit issued thereunder will not count towards calculating the Aggregate L/C Amount or the Maximum L/C Amount.

promptly after the CSA Effective Date, it will use reasonable efforts to assist the Issuer in obtaining a $200,000,000 revolving credit facility with lenders and on terms as may be agreed from time to time between Guarantor and the Issuer; and

any liens granted to Guarantor in connection with the Issuer’s grant of a lien to secure other indebtedness will be junior and subordinate to the priority of the liens granted to the holders of certain permitted secured indebtedness, and Guarantor agrees to enter into intercreditor agreements with the holders of permitted secured indebtedness to effectuate as much.

the Issuer defaults with respect to its reimbursement obligations to Guarantor described above or any payment obligation under the Credit Support Agreement that is 30 days overdue for which Guarantor has demanded payment in writing;

any representation or warranty made by the Issuer in the Credit Support Agreement or as an inducement to enter into any Guaranty is false, incorrect, incomplete or misleading in any material respect when made and has not been cured within 15 days after notice thereof by Guarantor;

the Issuer fails, and continues to fail for 15 days, to observe or perform any material covenant, obligation, condition or agreement in the Credit Support Agreement;

the Issuer defaults in the observance or performance of any agreement, term or condition of any guaranteed facility that would constitute an event of default or similar event thereunder (other than an obligation to pay any amount, the payment of which is guaranteed by Guarantor), up to or beyond any grace period provided in such facility, unless waived by the applicable bank and Guarantor;

the Issuer or any of its subsidiaries defaults in the observance or performance of any agreement, term or condition contained in any bond, debenture, note or other indebtedness such that the holders of such indebtedness may accelerate the payment of $25 million or more of such indebtedness;

the Issuer or any of its subsidiaries (a) applies for or consents to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (b) is unable, or admits in writing its inability, to pay its debts generally as they mature, (c) makes a general assignment for the benefit of its or any of its creditors, (d) is dissolved or liquidated, (e) becomes insolvent, (f) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law or consent to same or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding, or (g) takes any action for the purpose of effecting any of the foregoing, provided, that to the extent that any of the foregoing applies only to one or more subsidiaries of the Issuer and not to the Issuer itself, then a Trigger Event will be deemed to have occurred only if such event or occurrence could reasonably be expected to have a CSA Material Adverse Effect; and

proceedings are commenced (and not dismissed within 60 days) for the appointment of receiver, trustee, liquidator or custodian of the Issuer, or of all or a substantial part of its property or any of its subsidiaries, or any other involuntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the Issuer or any of its subsidiaries or its or their debts under any bankruptcy, insolvency or similar law are commenced, except that the extent the proceeding applies only to one or more subsidiaries and not to the Issuer itself, then such event will only constitute a Trigger Event to the extent that such event could reasonably be expected to have a CSA Material Adverse Effect.

During the period from the CSA Effective Date through December 31, 2013, Guarantor may not assign its rights and obligations under the Credit Support Agreement without the prior written consent of the Issuer.

During the period from January 1, 2014 through June 30, 2016 (the “Free Transfer Period”), Total, as the initial Guarantor (but not any assignee of Total), may assign its rights and obligations under the Credit Support Agreement without the prior written consent of the Issuer to any entity that (a) acquires beneficial ownership of 40% or more of the combined voting power of all voting stock of the Issuer and (b) is rated BBB+/Baa1 or better (or, if such entity does not have a current credit rating, would be rated BBB+/Baa1 or better, as determined by a leading investment bank retained by Guarantor (subject to confirmation by a second leading investment bank retained by the Issuer, at its option), based on such entity’s long-term unsecured, unsubordinated debt as of the proposed assignment date taking into account the totality of the transactions pursuant to which such entity is acquiring the voting power or voting stock of the Issuer and assuming the rights and obligations of Guarantor under the Credit Support Agreement. If a proposed transferee has a credit rating from both S&P and Moody’s and has a credit rating of BBB+ or better by S&P or Baa1 or better by Moody’s, but not both, that proposed transferee would satisfy the requirements above if the S&P and Moody’s credit ratings do not differ by more than one rating (for example, if the S&P credit rating is BBB+ and the Moody’s credit Rating is Baa2, such person would satisfy the requirements above, but if the S&P credit rating is BBB+ and the Moody’s credit rating is Baa3, such person would not satisfy the requirements above).

Any assignment by Guarantor will not release Guarantor from its obligations to guarantee letters of credit pursuant to a letter of credit facility that is the subject of a Guaranty and outstanding as of the date of the assignment, so long as the Issuer continues to pay the guarantee fee relating to such letters of credit. However, Guarantor may notify the banks that have issued such outstanding letters of credit that no new letters of credit may be issued under the applicable letter of credit facility and guaranteed by Guarantor.

In connection with an assignment during the Free Transfer Period to an assignee that is rated lower than A by S&P or A2 by Moody’s, Guarantor may either (a) pay to the Issuer an assignment fee equal to $20 million as of January 1, 2014 and reduced by $2 million per calendar quarter until reduced to zero (for example, the fee payable for an assignment on October 15, 2014 would be $14 million) or (b) agree to pay to the Issuer a make-whole amount based on a calculation of the amount actually paid by the Issuer to banks that are party to letter of credit facilities (both guaranteed and non-guaranteed) and to lenders in revolving credit facilities permitted under the Credit Support Agreement in increased costs as a result of Total’s assignment of its rights and obligations under the Credit Support Agreement. Such make-whole amount would be payable on a quarterly basis from the assignment date through the fifth anniversary of the CSA Effective Date.

Exhibit
Number

Description

1

2

3

4

5

6

7

Filed herewith.

/s/ Jérôme Schmitt

/s/ Arnaud Chaperon

Name

Principal Occupation or Employment

Citizenship

Name

Principal Occupation or Employment

Citizenship

Independent director.

A graduate from the École Polytechnique, the École Nationale de la Statistique et de l’Administration de l’Économie (ENSAE) and the Institut d’Études Politiques de Paris, Mr. Artus began his career at the INSEE (French National Institute for Statistics and Economic Studies) where his work included economic forecasting and modeling. He then worked at the Economics Department of the OECD (1980), later becoming the Head of Research at the ENSAE from 1982 to 1985. He was scientific adviser at the research department of the Banque de France, before joining the Natixis Group as the head of the research department. He is a professor at the Ecole Polytechnique and associate professor at the University of Paris I, Sorbonne. He is also a member of the council of economic advisors to the French Prime Minister and of the French National Economic Commission.

Director of TOTAL S.A. since May 15, 2009 and until 2012.

Independent director.

A graduate of the École Supérieure de Commerce of Paris in 1976, Mrs. Barbizet started her career in the Renault Group as the Treasurer of Renault Véhicules Industriels and Chief Financial Officer of Renault Crédit International. She joined the Pinault group in 1989 as the Chief Financial Officer and then served from 1992 as the Chief Executive Officer (non director) of Financière Pinault and Director and Chief Executive Officer of Artémis. Since 2005, she has been the Vice Chairman of the PPR Board of Directors and Chairman of Christie’s.

Director of TOTAL S.A. since May 16, 2008 and until 2011.

Independent director.

Inspector General of Finance, Mr. Bouton has held various positions within the French Ministry of Economy. He served as Budget Director at the Ministry of Finance from 1988 to 1990. He joined Société Générale in 1991, where he was appointed Chief Executive Officer in 1993, then Chairman and Chief Executive Officer in November 1997. He has been serving as the Chairman of the Société Générale group since May 12, 2008, and has been the Honorary Chairman since May 6, 2009.

Director of TOTAL S.A. since 1997 and until 2012 (last renewal: May 15, 2009).

Name

Principal Occupation or Employment

Citizenship

Independent director.

Graduated from the Stockholm School of Economics with an MBA grade in Economics and Business Administration, Mr. Brock held various international positions at Tetra Pak. He served as Chief Executive Officer of Alfa Laval from 1992 to 1994 and as Chief Executive Officer of Tetra Pak from 1994 to 2000. After he served as Chief Executive Officer of Thule International, he was appointed Chief Executive Officer of Atlas Copco AB from 2002 to 2009. He is currently Chairman of the Board of Stora Enso Oy.

Mr. Brock is also a member of the Royal Swedish Academy of Engineering Sciences and of the Board of the Stockholm School of Economics.

Director of TOTAL S.A. since May 21, 2010 and until 2013.

Mr. Clément joined the Group in February 1977 and started his career at Compagnie Française de Raffinage which offered him professional training. He held various positions at the Refining Manufacturing Department in French and African refineries (Gabon, Cameroon). He is currently Manager of the Refining Manufacturing Methods at the Refining Manufacturing Division. Mr. Clément has been an elected member of the Supervisory Board of the TOTAL ACTIONNARIAT FRANCE collective investment fund since 2009 and has served as the Chairman of the TOTAL ACTIONS EUROPEENNES collective investment fund since 2010.

Director of TOTAL S.A. since May 21, 2010 and until 2013.

Independent director.

A graduate of the École Polytechnique and a member of France’s engineering Corps des Mines, Mr. Collomb held a number of positions within the Ministry of Industry and other cabinet positions from 1966 to 1975. He joined the Lafarge group in 1975, where he served in various management positions. He served as Chairman and Chief Executive Officer of Lafarge from 1989 to 2003, then as Chairman of the Lafarge Board of Directors from 2003 to 2007 and has been the Honorary Chairman since 2007.

He is also President of the Institut des Hautes Études pour la Science et la Technologie (IHEST) and the Institut Français des Relations Internationales (IFRI).

Director of TOTAL S.A. since 2000 and until 2012 (last renewal: May 15, 2009).

Name

Principal Occupation or Employment

Citizenship

Independent director.

A graduate of McGill University in Montreal and INSEAD in Fontainebleau, Mr. Desmarais was elected Vice Chairman (1984) then Chairman of the Board (1990) of Corporation Financière Power, a company he helped to found. Since 1996, he has served as Chairman of the Board and Co-Chief Executive Officer of Power Corporation of Canada.

Director of TOTAL S.A. since 2002 and until 2011 (last renewal: May 16, 2008).

Independent director.

Ms. Marie-Christine Coisne, maiden name Roquette, became Chairman of the Board of Directors of SONEPAR S.A. in 1998 and has been its Chairman and CEO since 2002. In 2010, the sales of SONEPAR were €13.4 billion. Being a member of the Executive Board of MEDEF (Mouvement des Entreprises de France) since 2000, Ms. Coisne-Roquette has chaired its Tax Committee since 2005.

Director of TOTAL S.A. since May 2011 and until 2013.

Independent director.

Chief Mining Engineer and a graduate of the École Normale Supérieure with a doctorate in physical sciences, Mrs. Lauvergeon held various positions in industry before becoming Deputy Chief of Staff in the Office of the President of the Republic in 1990. She joined Lazard Frères et Cie as Managing Partner in 1995. From 1997 to 1999, she was Executive Vice President and member of the Executive Committee of Alcatel, in charge of industrial partnerships.

Mrs. Anne Lauvergeon has served as Chairman of the Management Board of AREVA since July 2001 and Chairman and Chief Executive Officer of Areva NC (formerly Cogema) since June 1999.

Director of TOTAL S.A. since 2000 and until 2012 (last renewal: May 15, 2009).

Independent director.

In 2003 Ms. Kux became a member of the management board of the Philips Group and was responsible, as of 2005, for sustainable Development. She has been a member of the Management Board of Siemens AG for which she is also responsible for the group’s sustainable development, since 2008. In addition, Ms. Kux is also responsible for the logistics chain of the Siemens group, which has a budget of €37 billion.

Director of TOTAL S.A. since May 2011 and until 2013.

Name

Principal Occupation or Employment

Citizenship

Independent director.

A graduate of the École Polytechnique and a General Engineer from the Corps des Mines, Mr. Mandil served as a Mining Engineer in the Lorraine and Bretagne regions. He then served as a Project Manager at the Délégation de l’Aménagement du Territoire et de l’Action Régionale (City and Department planning/DATAR) and as the Interdepartmental Head of Industry and Research and regional delegate of ANVAR. From 1981 to 1982, he served as the technical advisor on the staff of the Prime Minister, in charge of the industry, energy and research sectors. He was appointed Chief Executive Officer, then Chairman and Chief Executive Officer of the Institut de Développement Industriel (Industry Development Institute) until 1988. He was Chief Executive Officer of Bureau de Recherches Géologiques et Minières (BRGM) from 1988 to 1990. From 1990 to 1998, Mr. Mandil was Chief Executive Officer for Energy and Commodities at the French Industry Ministry and the first representative for France at the Management Board of the Energy International Agency (EIA) Executive Committee. He served as the Chairman of the EIA in 1997 and 1998. In 1998, he was appointed Deputy Chief Executive Officer of Gaz de France and, in April 2000, Chairman of the Institut Français du Pétrole (French Institute of Oil). From 2003 to 2007, he was the Executive Director of the EIA.

Director of TOTAL S.A. since May 16, 2008 and until 2011.

Independent director.

Honorary Inspector General of Finance, Mr. Pébereau held various positions in the Ministry of Economy and Finance, before serving, from 1982 to 1993, as Chief Executive Officer and then as Chairman and CEO of Crédit Commercial de France (CCF). He was Chairman and Chief Executive Officer of BNP then BNP Paribas from 1993 to 2003, and is currently Chairman of the Board of BNP Paribas. He has also been the Chairman of European Financial Round Table (EFRT) since 2009.

Director of TOTAL S.A. since 2000 and until 2012 (last renewal: May 15, 2009).

Independent director.

A graduate of the Université de Genève in mathematics, the Université Libre de Bruxelles and Wharton (MBA), Mr. de Rudder served in various positions at Citibank from 1975 to 1986 before joining Groupe Bruxelles Lambert, where he was appointed Acting Managing Director.

Director of TOTAL S.A. since 1999 and until 2013 (last renewal: May 21, 2010).

Belgian and

French

Name

Principal Occupation or Employment

Citizenship

Chairman of the Executive Committee—Chairman and Chief Executive Officer.

The principal occupations or employment and material employment history for the past five years of Mr. de Margerie is set forth above.

The Executive Committee, under the responsibility of the Chairman and Chief Executive Officer, is the primary decision-making body of the Group. It implements the strategy formulated by the Board of Directors and authorizes related investments, subject to the approval by the Board of Directors for investments exceeding 3% of the Group’s equity.

The Management Committee facilitates coordination among the divisions and monitors the operating results and activity reports of these divisions.

Name

Principal Occupation or Employment

Citizenship

Name

Principal Occupation or Employment

Citizenship

Name

Principal Occupation or Employment

Citizenship

Chairman of the Board and Chief Executive Officer.

The principal occupations or employment and material employment history for the past five years of Mr. de La Chevardière is set forth above.

Director.

Senior Vice-President Finance, Human Resources and Legal, Gas & Power division of Total S.A. since 2008. Control and Cash Management, Gas & Power division of Total S.A. from July 2004 to December 2007.

Director.

Senior Vice President Strategy-Business Development-R&D, Exploration & Production division since 2011. Senior Vice President, Finance Economics Information Systems from 2009 to 2011. Managing Director, Total E&P Angola from 2005 to 2009.

Director.

Vice President, Finance, Refining & Marketing division since 2006.

Director.

The principal occupations or employment and material employment history for the past five years of Ms. Leroy is set forth above.

Director.

Group Treasurer, Total S.A. since January 2009. Vice President, Investor Relations, Total S.A. from January 2006 to January 2009.

Name

Principal Occupation or Employment

Citizenship

President.

The principal occupations or employment and material employment history for the past five years of Mr. Boisseau is set forth above.

Name

Principal Occupation or Employment

Citizenship

President.

Senior Vice President of New Energies for the Gas & Power division of Total S.A. since 2007.

Managing Director.

Senior Vice President of Gas Assets, Technology, and Research & Development for the Gas & Power division of Total S.A. since January 1, 2010. Vice President of the Exploration & Production division of Total S.A. from 2003 through 2009.

Managing Director.

Vice President of Research and Development for the Gas & Power division of Total S.A. since January 1, 2009. Head of Biotech R&D for the Gas & Power division of Total S.A. from January 2008 to January 2009. Head of Laboratory for CEA from 2007 to 2008. Director of Bioinformatics at the French National Genome Center from 2003 to 2007.

Description

Description