CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION.] [ENGLISH TRANSLATION] Amendment No. 2 to Framework Agreement MD-2-322 dated April 10th, 2006

 

Exhibit 10.02
[CONFIDENTIAL TREATMENT REQUESTED.
CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY
WITH THE COMMISSION.]
[ENGLISH TRANSLATION]
Amendment No. 2 to Framework
Agreement MD-2-322 dated
April 10th, 2006
Amendment to the Framework Agreement (the “Amendment”)
entered into by and between
First Solar GmbH, Rheinstrasse 4N, 55116 Mainz (hereinafter referred to as “Company”), represented by the managing director with single signature authority, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, (hereinafter referred to as “Company”)
and
    ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ (hereinafter referred to as “Buyer”) represented by the managing director with single signature authority, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
 
1.   Recitals
 
1.1   Company and Buyer entered into a Framework Agreement dated April 10, 2006 (the “Agreement”).
 
1.2   Company and Buyer desire to modify and amend the “Agreement” in No. 2.1, to reflect a particular aspect in the Price /Volume Table.
 
2.   Agreement
 
2.1.   Effective as of the date hereof, the amended and changed Price/Volume Table as outlined in the Appendix shall apply.
 
2.2   Company and Buyer hereby expressively consent to the changes and amendments to the Price/Volume Table.

 

   
 
2.3   This “Amendment” is intended to modify and amend the “Agreement.” Except as modified herein, the “Agreement” remains in full force and effect in its original form. In the event of any conflict between the “Agreement” and this “Amendment”, this “Amendment” shall control.
 
2.4   Defined terms for particular meanings not otherwise defined in this Amendment shall have the meanings ascribed to them in the “Agreement.”
     
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
    
 
First Solar GmbH
   
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
    
 
    
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
    
 
Blitzstrom GmbH
   
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
    
 
    
Appendix
    
 
    
Price/Volume Table (Appendix C)
    

 

 

Price/Volume Table
Quarterly Periods and Schedule Milestones
         
Quarter   Definition
Quarter 1
   Calendar Week 1 through Week 13
Quarter 2
   Calendar Week 14 through Week 26
Quarter 3
   Calendar Week 27 through Week 39
Quarter 4
   Calendar Week 40 through Week 52
     
Milestone   Time Schedule
Initial binding Quarterly Forecast For Four (4) Quarters Plus non-binding Fifth (5th) Quarter Target
  FS and Buyer to agree by 30-April-2006
 
Rolling binding Four (4) Quarter Forecast Plus a non-binding Fifth (5th) Quarter Target
  FS and Buyer to agree 5 calendar days
before the start of the next successive
First (1st) Quarter of the binding Four (4)
Quarter Forecast.
If the Parties do not agree otherwise the non-binding Fifth(5th) Quarter Target shall become the new binding Fourth (4th) Quarter Forecast
   
 
If the Parties do not agree otherwise the new non-binding Fifth (5th) Quarter Target shall be determined based on the equitable discretion of FS. Such equitable discretion shall be based on the new binding Fourth (4th) Quarter Forecast multiplied by a Quarterly Volume Adjustment Factor (x), such factor (x) being within the range set forth below by defining a value in between a minimum x-value (xmin) and a maximum x-value (xmax) and considering the total amount of the Target Kilowatt Volume per calendar year as defined below.   FS and Buyer to agree 5 calendar days
before the start of the next successive
First (1st) Quarter of the binding Four (4)
Quarter Forecast.
FS and Buyer to agree by December 1
of each annual period on the Quarterly
Volume Adjustment Factor (x) for the
next annual period.
 
Additional Annual Volume Agreement
  FS and Buyer to agree on 2006
Additional Annual Volume upon
execution of the Framework Agreement
and by December 1 of each successive
annual period for the next annual period.
 
Notice period prior to Delivery for Carriage as defined in
Section 4 for Annual Additional Volume.
  For volume < [***] weeks
For volume > [***] weeks
***CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION.    

 

 

Appendix C
 
Price/Volume Table
 
                         
    Total Annual Amounts
Price / Volume Table C2   2007   2008   2009   2010   2011   2012
 
Module Price per Watt (€)
  [***]   [***]   [***]   [***]   [***]   [***]
 
                        
Target Kilowatt Volume (kW)
  [***]   [***]   [***]   [***]   [***]   [***]
Target Average Module Power (W)
  [***]   [***]   [***]   [***]   [***]   [***]
 
                        
Minimum Kilowatt Volume (kW)
  [***]   [***]   [***]   [***]   [***]   [***]
Minimum Average Module Power (W)
  [***]   [***]   [***]   [***]   [***]   [***]
Additional Annual Volume (kW)
  [***]   [***]   [***]   [***]   [***]   [***]
 
                        
Bank Guarantee (Letter of Credit) (M€)
  [***]   [***]   [***]   [***]   [***]   [***]
                                 
Payment Terms   2006   2007   2008   2009   2010   2011   2012
 
Payment Terms (Net days from date of FS invoice) as set forth in Section 7.
   [***]   [***]   [***]   [***]   [***]   [***]     [***]  
                                 
Fifth Quarter Forecast   2006   2007   2008   2009   2010   2011   2012
 
Quarterly Volume Adjustment Factor (xmin < x < xmax)
       [***]   [***]   [***]   [***]   [***]     [***]  
 
   
***   CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION.

 

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Filed: March 16th, 2007