exv10w12



 





Exhibit 10.12




[CONFIDENTIAL TREATMENT REQUESTED.

CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY

WITH THE COMMISSION.]




[ENGLISH TRANSLATION]




Amendment No. 2 to Framework

Agreement MD-2-320

dated April 7th, 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, Mr. Stephan Hansen, (hereinafter referred to as “Company”)



and





Reinecke + Pohl Sun Energy AG, Große Elbstrasse 45, 22767 Hamburg
(hereinafter referred to as “Buyer”) represented by the managing
directors with joint signing authority, Mr. Patrik Arndt.




	1.	 	Recitals
	 
	1.1	 	Company and Buyer entered into a Framework Agreement dated April 7, 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/ Stephan Hansen
	 	 
	 

First Solar GmbH

	 	 
	Stephan Hansen
	 	 
	 
	 	 
	/s/ Patrik Arndt
	 	 
	 

Reinecke + Pohl Sun Energy

	 	 
	AG
	 	 
	Patrik Arndt
	 	 






Appendix




Price/Volume Table (Appenidx C)





 









 









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 1-April-2006
	 
	 	 
	Rolling binding Four (4) Quarter
Forecast Plus a non-binding Fifth
(5th) Quarter Target

If the Parties do not agree
otherwise the non-binding Fifth
(5th) Quarter Target
shall become the new binding
Fourth (4th) Quarter
Forecast

	 	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 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.