EXHIBIT 10(an)
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AMENDMENT No. 1 to
PURCHASE AND SALE AGREEMENT
50MW SOLAR MODULE PRODUCTION LINE
Between
SPIRE CORPORATION
and
UNI-CHEM CO., LTD.
This Amendment is made effective September 17, 2009, by and between Spire
Corporation ("Spire") and Uni-CHEM Co., Ltd. ("Uni-CHEM") to amend the Purchase
and Sale Agreement: 50MW Solar Module Production Line dated August 26, 2009
("Module Agreement"; individually referred to as "Party" and collectively
referred to as "Parties").
WHEREAS, the Parties entered into a Module Agreement on August 26, 2009;
WHEREAS, the Parties intend to restate and revise certain intents and
obligations within the MOA;
NOW THEREFORE, the Parties agree to and shall amend the Module Agreement as
follows:
1. The first paragraph in Article 3 shall be replaced entirely with the
following:
"The Products bought by Buyer and sold by Seller are set forth in this
Article below and will be shipped to Buyer on or before July 1, 2010.
(reference section 5d) The capacity of the line is based on twenty
four-hours per-day, seven days per-week, fifty weeks per-year
operation. The exact dimensions and specs of the modules to be
produced shall be mutually agreed on in writing by the Parties at a
future date. Partial shipments are allowed as needed and any shipment
may be transshipped as may be appropriate. The specifications of the
Products are delineated in Attachment B hereto:"
2. Article 3 (NOTE) shall be amended to state that the shipment schedule
is contingent on Seller's receipt of Buyer's initial non-refundable
down payment on or before November 20, 2009.
3. Article 4(c1) shall be amended to state that the shipment schedule is
contingent on Seller's receipt of Buyer's initial non-refundable down
payment on or before November 20, 2009.
4. Article 4(c2) shall be amended to state that the Letter of Credit
shall be established on or before April 1, 2010.
5. Article 5(a)(ii) shall be amended to state that the down payment shall
be received on or before November 20, 2009.
6. Article 5(d) shall be replaced entirely with the following:
"To accommodate the Buyer's request for an earlier start date on ther
Module line, the Seller will install a 25MW semi automated line by
April 15, 2010. The line will be operational and producing functional
PV modules. During the operation of the 25MW semi automated line, the
Buyer will be phasing in the Fully Automated Line of 50MW starting in
July 2010. During the phase-in period, the 25MW semi automated line
will continue to be fully operational until the 50MW Fully automated
Line is complete."
7. Attachment A(11) shall be amended to state that shipment will be made
"on or before July 1, 2010."
Except as expressly set forth herein, all other terms and conditions of the
Module Agreement shall remain unchanged.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement and these
Amendments as of the date first above written.
Offered By: Acknowledged and Accepted By:
Spire Corporation Uni-CHEM CO., Ltd.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇
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By By
C.O.O. Chairman
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Title Title
Sept. 17, 2009 September 17, 2009
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Date Date