exv10w02



 





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, Mr. Stephan Hansen, (hereinafter referred to as “Company”)



and





	 	 	Blitzstrom GmbH, Hoheimer Weg 3, 97350 Mainbernheim (hereinafter
referred to as “Buyer”) represented by the managing director with
single signature authority, Mr. Daniel Ziegler.
	 
	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/ Stephan Hansen
	 	 
	 

First Solar GmbH

	 	 
	Stephan Hansen
	 	 
	 
	 	 
	/s/ Daniel Ziegler
	 	 
	 

Blitzstrom GmbH

	 	 
	Daniel Ziegler
	 	 
	 
	 	 
	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.