Exhibit 10.7.4
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇
This Agreement is entered into effective as of the 1st day of October, 2006, by
and between GT Solar Incorporated, located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ("GT Solar" or "GT") and Jiangxi LDK Solar Hi-Tech Co.,
Ltd. at Xinyu Hi-Tech Development Zone, Xinyu City, Jiangxi, China ("Customer").
WHEREAS, Customer wishes to buy and GT Solar wishes to sell certain solar wafer
fabrication equipment and/or technologies more particularly defined herein below
and in the attached EXHIBITS A and B ("Equipment") and;
WHEREAS, Customer wishes to install the Equipment in Xinyu, Jiangxi, China;
WHEREAS, the parties wish to enter into this Agreement to more particularly
define the terms and conditions of the purchase and sale of such Equipment.
NOW, THEREFORE, for good and valuable considerations the parties agree as
follows:
1. EQUIPMENT. GT Solar shall sell and Customer shall purchase one hundred (100)
GT-DSS450 furnaces, more particularly described in EXHIBITS A and B attached
hereto and incorporated herein by reference. GT Solar warrants and represents
that, upon Shipment to Customer pursuant to Article 4, title to the Equipment
will be free and clear and without any liens or encumbrances except as provided
in Article 9 of this Agreement.
2. PURCHASE PRICE; PAYMENT TERMS. The purchase price for the Equipment and
related services ("Purchase Price") shall be Sixty Four Million Three Hundred
Fifty Thousand U.S. Dollars ($64,350,000 USD).
2.1. Customer shall pay a deposit ("Deposit") equal to twenty percent (20%) of
the total Purchase Price by wire transfer to GT Solar's bank account in six (6)
monthly installments of Two Million One Hundred Forty-five Thousand
(US$2,145,000) US Dollars each beginning November 15, 2006
and ending April 15, 2007 as more fully set forth in Exhibit C.
2.2. Fourteen (14) days before each Deposit installment payment, GT Solar will
open a standby letter of credit in the amount of such Deposit installment in
favor of Customer against GT Solar's failure to deliver the Equipment pursuant
to the terms of this Agreement.
2.3. In accordance with the schedule set forth in Exhibit C, Customer will
establish in favor of GT Solar irrevocable letters of credit equal to seventy
percent (70%) of the Purchase Price allocable to each Shipment, which letters
of credit shall specify that they are payable to GT upon GT's presentation of
shipping documents.
2.4. Ten percent (10%) of the Purchase Price allocable to a given Shipment will
be paid by Customer to GT Solar by wire transfer within 30 days after the date
of Acceptance of the items of Equipment included with such Shipment, but not
later than 90 days after Shipment.
3. COMMENCEMENT DATE. The "Commencement Date" will be the date GT Solar receives
the initial Deposit installment payment.
4. SHIPMENT AND SHIPMENT TERMS. Shipments shall be made pursuant to the schedule
set forth in Exhibit D. Transfer of title and risk of loss for each item of
Equipment shall occur upon each such delivery of such Equipment to Customer ex
works (Incoterms 2000) Woburn, Massachusetts ("Shipment").
Page 1
5. CONTRACT SERVICES. Within sixty (60) days of the Commencement Date, GT Solar
shall provide Customer a list of facilities and any other requirements such as
power, water and space for installation and operation of the Equipment. GT Solar
shall also, as part of the Purchase Price, provide supervision for the
unpacking, installation, start up and acceptance of the Equipment. Customer
shall provide all local labor and support for commissioning and start up of the
Equipment.
Customer shall pay the cost of all the room, board and local transportation of
GT Solar's representatives during the period of the performance of such
services.
6. CONTRACT TERM. The Term of this Agreement shall commence upon the execution
and delivery of this Agreement and shall terminate upon the acceptance of the
Equipment by Customer as set forth in Exhibit B ("Acceptance"). The warranty,
indemnification and non-solicitation provisions set forth in Articles 9, 10, 15
and 30 shall survive acceptance of the equipment.
7. EQUIPMENT INSPECTION. Customer shall not be entitled to inspect Equipment
prior to Shipment.
8. CUSTOMER RESPONSIBILITIES. It will be Customer's responsibility to provide
the facilities and prepare the production site for installation of the Equipment
one (1) month prior to each shipment. Facilities preparation shall include, but
is not limited to, the provision for appropriate electrical power, compressed
air, cooling water circulation systems, gas circulation systems, exhaust,
back-up cooling water systems, back-up power systems, and such other
specifications as GT shall provide (including pursuant to Article 5), all
subject to compliance with applicable law. Any delays on the part of Customer in
preparation of the building, facilities or personnel shall not affect the
obligations of Customer to pay for items of Equipment that GT makes
available for Shipment as set forth in this Agreement. Additionally, GT may in
its sole discretion extend the performance of any of its obligations under this
Agreement by an amount of time equal to any such delay by Customer in the
scheduled preparation of Customer's building, facilities and/or personnel.
Page 2
Customer will also be solely responsible for furnishing the personnel necessary
for the proper installation of the Equipment at the Customer site, operational
training during start up and other recommended periods, and acceptance of the
Equipment. A list of certain Customer supplied items is attached as EXHIBIT E.
9. SECURITY INTEREST. GT Solar reserves, and Customer hereby grants GT Solar, a
continuing security interest in Equipment, together with all additions,
improvements and accessories thereto made or supplied by GT Solar at any time,
and all proceeds of the foregoing, to secure payment of the Purchase Price to GT
Solar. Until receipt of final payment, Customer agrees that GT Solar shall have
the right to file or record a financing statement pursuant to applicable law to
evidence GT Solar's security interest in the Equipment and Customer will execute
such financing statements and other documents as GT Solar shall request to
perfect such interest. Customer agrees that, in the event of its failure to make
any payment required pursuant to this Agreement, it will make all Equipment
available to GT Solar upon demand and will pay all reasonable costs of GT Solar
in connection with the collection of any amounts due or other enforcement of GT
Solar's rights.
10. WARRANTY. For the earlier of (i) 15 months from the date of shipment to
Customer or (ii) one year from Acceptance of each item of Equipment, GT Solar
warrants that all electrical and mechanical parts shall be free from defects in
workmanship and materials and shall conform to GT Solar's specifications as set
forth in Exhibit B. If any such parts are defective during the warranty period
or, upon shipment the item of Equipment fails to meet the specifications set
forth in this Agreement, Customer shall inform GT Solar and GT Solar shall
either repair or replace any such items determined by GT Solar to be defective.
GT Solar's liability shall be limited to the cost of repairing and replacing
such defective items when shipped to GT Solar, freight prepaid, by Customer. The
repaired or replaced parts shall be shipped to Customer by GT Solar freight
prepaid.
THE FOREGOING WARRANTY SPECIFICALLY EXCLUDES THE RESULTS OF NORMAL WEAR AND TEAR
AND ANY COSTS ASSOCIATED WITH CUSTOMER'S LABOR, EQUIPMENT DOWNTIME, PUNITIVE,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, ACTS OF GOD, OR LOSS OF PRODUCTION. A
PURCHASE ORDER FROM THE CUSTOMER IS REQUIRED TO INITIATE ANY WARRANTY ACTION
PENDING APPROVAL BY GT SOLAR OF THE CLAIM.
In the event that Customer has purchased Equipment from GT Solar that has been
manufactured by another manufacturer, GT Solar hereby agrees to pass through, to
the extent practical to do so, to Customer any and all longer warranties made by
such manufacturer.
This warranty does not extend to any items of Equipment that fails to meet the
above warranty terms due to any uses other than for the purpose for which it is
designed and supplied by GT Solar, or by reason of improper installation or
operation by Customer or that has been subject to misuse, neglect or accident or
that has been repaired or materially altered other than by GT Solar.
THE WARRANTY SET FORTH HEREIN IS THE EXCLUSIVE WARRANTY AND IS IN LIEU OF
ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING THE
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL
WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE. THE REMEDIES PROVIDED
HEREIN
Page 3
ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES WHETHER THE CLAIMS BY CUSTOMER
ARE BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.
11. INTELLECTUAL PROPERTY INDEMNIFICATION. GT Solar shall indemnify and hold
harmless Customer against any claim by any third party that the Equipment, when
used for the purpose for which it is designed and pursuant to GT Solar's
specifications, violates or infringes the patent, copyright, trademark, trade
secret or other proprietary rights of such third party. Indemnification
pursuant to this Article 11 shall be subject to the procedures set forth in
Article 16.
Notwithstanding the foregoing, GT Solar shall have no obligation with respect to
claims of infringement based upon the use of the Equipment, individually or in
combination with other equipment supplied by GT Solar or others, if the
Equipment is used for any process other than that for which it was designed and
supplied by GT Solar. Further, GT Solar shall have no obligation with respect to
claims of infringement in the event that the Equipment is manufactured or
designed or operated in accordance with a design, drawings or process not
furnished by GT Solar.
In the event of infringement or suspected infringement of any third party's
proprietary rights based upon the use of the Equipment, GT may, at its cost,
undertake requisite steps to avoid infringement of such third party's
proprietary rights (including, for example, obtaining a license from the
relevant party and/or modifying the Equipment or replacing it with
non-infringing equipment).
The foregoing states the entire liability of GT Solar for any loss, liability,
or damage whatsoever to or sustained by Customer arising out of the infringement
by the Equipment of the proprietary rights of third parties.
12. CUSTOMER TERMINATION. Customer may terminate this Agreement (other than for
default pursuant to Article 13 below) at any time by providing written notice of
such termination to GT Solar at least thirty (30) days in advance of the
proposed termination date. If Customer terminates this Agreement or any portion
hereof within thirty (30) days following the Commencement Date, GT Solar shall
retain all payments due or received up to the date of the proposed termination.
In the event that Customer terminates this Agreement between thirty-one (31) and
sixty (60) days after the Commencement Date, Customer shall pay to GT Solar
sixty percent (60%) of the Purchase Price. If the Agreement is terminated by
Customer at any time after sixty-one (61) days following the Commencement Date,
Customer shall pay to GT Solar the entire amount of the Purchase Price.
13. DEFAULT.
A. Either party may terminate this Agreement upon written notice to the other
party upon the failure of the other party to perform any material term,
condition or covenant of this Agreement, which failure has not been corrected
within thirty (30) days of the date of written notice of such failure given by
the other party. GT may terminate this Agreement upon written notice to Customer
upon the failure of Customer to make a payment when due. In the event that one
of the parties becomes insolvent or the subject of any bankruptcy proceeding
that is not dissolved within sixty (60) days, the other party may terminate this
Agreement upon written notice to the party that is insolvent or subject to the
bankruptcy proceeding.
Page 4
B. In the event of termination of this Agreement by GT Solar pursuant to the
terms of this Article 13, in addition to any other remedies it may have at law
or in equity, GT Solar may recover any and all monies which may be due pursuant
to Article 2 or any other provision of this Agreement and repossess any items of
Equipment sold hereunder for which it has not been paid in full. In the event of
termination by Customer pursuant to the terms of this Article 13, Customer shall
have the right to terminate the order and recover any monies previously paid by
it to GT Solar for items of Equipment that have not been shipped to Customer.
14. FORCE MAJEURE. GT Solar and Customer shall not be held responsible for any
delay or failure hereunder caused by fires, strikes, embargoes, government
requirements, civil or military authorities, acts of God or of the public enemy
or, if not within their reasonable control, by acts or omissions of
subcontractors, failure of transport, failure of communications, failure of
power supply or any other causes beyond their reasonable control, provided,
however, that this Article 14 shall not relieve a party of its obligation to
pay hereunder.
15. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL GT SOLAR BE LIABLE TO
CUSTOMER, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), UNDER ANY
WARRANTY OR OTHERWISE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR
PUNITIVE LOSS OR DAMAGE, OR LOSS OF PROFITS OR REVENUES, RESULTING FROM
OR ARISING OUT OF OR IN CONNECTION WITH GT SOLAR'S PERFORMANCE UNDER, OR BREACH
OF, THIS AGREEMENT OR THE MANUFACTURE, SALE, DELIVERY, RESALE, REPAIR OR USE OF
ANY ITEMS OF EQUIPMENT COVERED BY OR FURNISHED PURSUANT TO THIS AGREEMENT. THE
REMEDIES EXPRESSLY PROVIDED HEREIN ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES,
WHETHER CLAIMS ARE BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT
LIABILITY) OR OTHERWISE. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL GT'S
LIABILITY IN CONNECTION WITH THIS AGREEMENT EXCEED THE PURCHASE PRICE PAID BY
CUSTOMER FOR THE EQUIPMENT. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE
THE LIABILITY OF EITHER PARTY FOR DEATH OR PERSONAL INJURY RESULTING FROM ITS
NEGLIGENCE OR FOR FRAUDULENT MISREPRESENTATION.
16. INDEMNIFICATION. Each party agrees to defend, indemnify and hold harmless
the other party from and against any third party claims arising out of the
negligence or willful misconduct of the indemnifying party or any material
breach by the indemnifying party of any of its obligations under this Agreement.
Each party's duty to defend and indemnify the other is conditional upon timely
notice by the other party of any claim for which indemnification is sought and
control by the indemnifying party of the litigation or settlement of any
indemnified claim.
17. LICENSED PROGRAMS. Computer software or other technology or know-how that,
in GT Solar's judgment, are required for the operation of the Equipment shall be
provided by GT Solar to Customer subject to such license terms as GT Solar shall
reasonably require.
In the event Customer sells, transfers or otherwise assigns its rights or
interests in the Equipment to any third party, except a parent or subsidiary
company of Customer, it is expressly understood that Customer does not have the
right to transfer licensed programs or assign the license or any rights Customer
may have regarding the use or possession of such licensed programs to such third
party without GT Solar's prior written consent and any attempted transfer or
assignment shall be void and of no force and effect.
18. GOVERNING LAW. This Agreement and any related order shall be governed and
interpreted, construed, and enforced in accordance with the laws of England,
notwithstanding the choice of law rules of any jurisdiction, and the Convention
for the International Sale of Goods to the contrary notwithstanding, which
Convention shall not apply and which is hereby expressly disclaimed.
Page 5
19. ASSIGNMENT. Neither party shall delegate any duties or assign any rights or
claims under this Agreement, other than to a parent or subsidiary company, and
in the case of Customer, to a parent or subsidiary located in the PRC, without
the other party's prior written consent, which consent shall not be unreasonably
withheld, and any such attempt at delegation or assignment shall be void.
20. FURTHER ASSURANCES. At any time, and from time to time after the
Commencement Date, each party will execute such additional instruments and take
such additional actions as may be reasonably requested by the other party to
confirm or perfect title to any property transferred hereunder or otherwise to
carry out the intent and purposes of this Agreement.
21. WAIVER. Any failure on the part of any party hereto to comply with any of
its obligations, agreements or conditions hereunder may only be waived in
writing by the party to whom such compliance is owed.
22. ARBITRATION. Any disputes that cannot be amicably resolved by the parties
shall be submitted to binding arbitration for resolution. The arbitration shall
be conducted before a panel of three (3) arbitrators in New Hampshire under the
rules of the American Arbitration Association. Each party shall select one
arbitrator and the two so chosen shall select the third, who shall act as
chairperson. If a party shall fail to appoint an arbitrator within twenty (20)
days after receiving written notice of the arbitration and the name of the
arbitrator selected by the party initiating the arbitration, the initiating
party may request that the American Arbitration Association appoint the second
arbitrator, and if the two arbitrators so selected fail to select a third
arbitrator within twenty (20) days after the appointment of the second
arbitrator, either arbitrator may request that the American Arbitration
Association select the third arbitrator. The decision of the majority of the
arbitrators shall be final and binding on the parties with respect to all
matters referred to the arbitration panel for decision and may be enforced in an
appropriate court in any competent jurisdiction. The arbitrators shall not have
the authority to award punitive or special damages. In the absence of a contrary
ruling by the arbitrators, each party shall pay its own costs and fees in
connection with the arbitration.
23. NOTICES. All notices and other communications hereunder shall be in writing
and shall be deemed to have been given if (i) delivered in person, (ii) sent by
prepaid first class registered or certified mail, return receipt requested, or
(iii) by delivery to the other party by recognized courier to the following
addresses:
To GT Solar: GT Solar Incorporated
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇
Attn: President
cc: General Counsel
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Page 6
To Customer: Jiangxi LDK Solar Hi-Tech Co., Ltd.
Xinyu Hi-Tech Development Zone,
Xinyu City, Jiangxi, China
Attn: ____________________
Tel : + __________________
Fax : + __________________
24. EXPENSES. Whether or not the transactions contemplated hereby are
consummated, all costs and expenses incurred in connection with this Agreement
and the transactions contemplated shall be paid by the party incurring such
costs and expenses.
25. HEADINGS. The section and subsection headings in this Agreement are inserted
for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
26. COUNTERPARTS. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
27. BINDING EFFECT. This Agreement shall be binding upon the parties hereto and
inure to the benefit of the parties, their successors and permitted assigns.
28. ENTIRE AGREEMENT. This Agreement is the entire agreement of the parties with
respect to the subject matter hereof. There are no oral or written promises,
conditions, representations, understandings, interpretations or terms of any
kind as conditions or inducements to the execution hereof. This Agreement
supersedes all prior agreements, written or oral, including any memorandum of
understanding between the parties.
29. SEVERABILITY. If any part of this Agreement is deemed to be unenforceable,
the balance of this Agreement shall remain in full force and effect.
30. CONFIDENTIALITY AND NON-SOLICITATION. Except as expressly authorized herein,
neither party will, directly or indirectly, disclose or use for its own purposes
any proprietary confidential information of the other party ("Confidential
Information"), except that such prohibition shall not apply to information that
is or becomes publicly available other than by breach by a party of its
obligations hereunder. In no event shall the party receiving Confidential
Information reverse engineer, decompile or otherwise attempt to discover or
reproduce any technology or other intellectual property or trade secrets
included in the Confidential Information supplied by the other party.
During the term of this Agreement and for a period of three (3) years
thereafter, neither party will hire, directly or indirectly, any employee,
officer, contractor or consultant of the other party.
31. NO THIRD PARTY BENEFICIARIES. Nothing in this Agreement will give rights to
any third parties and the provisions of the Contract (Third Party Rights) Act
are specifically excluded.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
their behalf by their duly authorized agents as of the day and year first above
written.
Executed as of the date first written above.
For: Jiangxi LDK Solar Hi-Tech Co., Ltd. For: GT Solar Incorporated
Xinyu Hi-Tech Development Zone 243 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Highway
Xinyu City, Jiangxi, China ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------- --------------------------
Light ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 10/10/06
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ 10/10/06
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------
▇▇▇▇▇▇ ▇▇▇▇▇ 10/10/06
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EXHIBIT A
EQUIPMENT
----------------------------------------------------------------------------------------------------
EQUIPMENT (units) Unit Price Total
----------------------------------------------------------------------------------------------------
GT-DSS 450 furnace (100) $[*] $64,350,000
(exclude mezzanines)
----------------------------------------------------------------------------------------------------
* Confidential Treatment Requested. The redacted material has been separately
filed with the Securities and Exchange Commission.
Page 9
EXHIBIT B
---------
EQUIPMENT SPECIFICATIONS
AND
ACCEPTANCE TESTING PROCEDURES AND CRITERIA
GT-DSS450 FURNACES
I. EQUIPMENT SPECIFICATIONS:
-------------------------
Ingot Size: nominal 846 x 846 mm
Ingot Weight: 375 kg to 450 kg
(The ingot weight above requires the feedstock material to have a size
distribution to allow sufficient packing density to fit into the crucible.)
Ingot Conductivity type: p-type (boron)
Ingot Crystal Characteristic: multi-crystalline
Ingot Resistivity: 0.5 - 2.0 ohm-cm
(Typical average: 1.5 ohm-cm)
DSS Cycle Time: < or = 60 hours (start to start)
II. ACCEPTANCE TESTING PROCEDURES AND CRITERIA
------------------------------------------
Within Thirty (30) days following installation of an item of Equipment at the
Customer's facility, but not later than Ninety (90) days following Shipment of
that item of Equipment to Customer, Customer will conduct the testing of such
item of Equipment (which testing will be supervised by GT) to confirm that such
item of Equipment meets the following acceptance criteria. The test shall be
conducted using virgin solar grade silicon as the feedstock material and a
Vesuvius crucible. The Customer will provide the argon gas, silicon feedstock,
crucibles, dopant and crucible coating materials for the tests along with all
other utilites and facilities normally required for operation of the Equipment.
Ingot Size: nominal 846 x 846 mm
Ingot Weight: 375 kg to 450 kg
(The ingot weight above requires the feedstock material to have a size
distribution to allow sufficient packing density to fit into the crucible.)
Ingot Conductivity type: p-type (boron)
Ingot Crystal Characteristic: multi-crystalline
Ingot Resistivity: 0.5 - 2.0 ohm-cm
(Typical average: 1.5 ohm-cm)
DSS Cycle Time: < or = 60 hours (start to start)
DSS Testing: grow 3 ingots per furnace with no visible cracks
Confidential Page 11 Sept. 21, 2006
Upon confirmation that the acceptance criteria set forth above have been
achieved, the Customer will execute and deliver to GT and Equipment Acceptance
Certificate in the form attached as Exhibit B, page 2.
The Customer must provide the necessary facilities, materials and utilities for
the acceptance testing of each item of Equipment. If, for reasons not wholly
attributable to GT, acceptance testing is not completed by the earlier of
Thirty (30) days following the installation of an item of Equipment or Ninety
90) days following Shipment of that item of Equipment, then the acceptance
criteria will be deemed to have been met and the Customer shall execute and
deliver to GT the Equipment Acceptance Certificate in the form attached as
Exhibit B, page 2.
Confidential Page 12 Sept. 21, 2006
EXHIBIT B (PAGE 2)
------------------
Equipment Acceptance Certificate
--------------------------------
Customer:
--------------------------------------------------------------------------------
Contract No.:
--------------------------------------------------------------------------------
Sales Order No.:
--------------------------------------------------------------------------------
Machine Type:
--------------------------------------------------------------------------------
Machine Model:
--------------------------------------------------------------------------------
Serial No.:
--------------------------------------------------------------------------------
Service Engineer/GT Solar Representative:
--------------------------------------------------------------------------------
This certifies that the item of Equipment referenced above has been
tested by the Customer and meets all applicable acceptance criteria.
Print Name:
---------------------------------------------
Customer Signature:
---------------------------------------------
DATE:
-------------------------
Confidential Page 13 Sept. 21, 2006
EXHIBIT C
Payment Schedule
Deposit Installment Payment Schedule
-----------------------------------------------------------------------
Payment # Amount (US-$) Date Due
--------- ------------- -----------------
1 $2,145,000 November 15, 2006
2 $2,145,000 December 15 2006
3 $2,145,000 January 15, 2007
4 $2,145,000 February 15, 2007
5 $2,145,000 March 15, 2007
6 $2,145,000 April 15, 2007
Letter of Credit Schedule
-----------------------------------------------------------------------
L/C # Amount (US-$) Date Due
--------- ------------- ------------------
1 $4,504,500 March 15, 2007
2 $4,504,500 April 15, 2007
3 $4,504,500 May 15, 2007
4 $4,504,500 June 15, 2007
5 $4,504,500 July 15, 2007
6 $4,504,500 August 15, 2007
7 $4,504,500 September 15, 2007
8 $4,504,500 October 15, 2007
9 $4,504,500 November 15, 2007
10 $4,504,500 December 15, 2007
Page 14
EXHIBIT D
SHIPMENT SCHEDULE
UNITS SHIPMENT DATE
----- -------------------
10 May 31, 2007
10 June 30, 2007
10 July 31, 2007
10 August 31, 2007
10 September 30, 2007
10 October 31, 2007
10 November 30, 2007
10 December 31, 2007
10 January 31, 2008
10 February 28, 2008
Page 12
EXHIBIT E
CERTAIN CUSTOMER SUPPLIED ITEMS
1. Necessary water chillers with back-up systems
2. Necessary water with back-up systems
3. Clean, dry compressed air
4. All plumbing and wiring to the machines
5. Necessary power with back-up systems
6. Materials handling equipment
7. Shelves, storage cabinets, and workbenches
8. Other engineering and facility services needed-to be defined by GT Solar
within 60 days of the Commencement Date.