exv10w04



 





Exhibit 10.04




[CONFIDENTIAL TREATMENT REQUESTED.

CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY

WITH THE COMMISSION.]




[ENGLISH TRANSLATION]




Amendment No. 4 to Framework

Agreement MD-2-317 dated

April, 11th, 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





	 	 	Conergy AG, Anckelmannsplatz 1, D-20537 Hamburg (hereinafter referred to as “Buyer”)
represented by the Chairman of the Board with single signature authority, Mr. Hans-Martin
Rüter and the Member of the Board with joint signing authority, Dr. Edmund Stassen.
	 
	1.	 	Recitals
	 
	1.1	 	Company and Buyer entered into a Framework Agreement dated April 11, 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/ Hans-Martin Rüter/Edmund Stassen
 

Conergy AG

Hans-Martin Rüter/Edmund Stassen

	 	 
	 
	 	 
	Appendix
	 	 
	 
	 	 
	Price/Volume Table (Appendix 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

	 	FS and Buyer to agree by 1-April-2006
	Plus non-binding Fifth (5th) Quarter Target
	 	 
	 
	 	 
	Rolling binding Four (4) Quarter

	 	FS and Buyer to agree 5 calendar days
	Forecast Plus a non-binding Fifth

	 	before the start of the next successive First (1st)
	Quarter of the binding Four (4)

	 	Quarter Forecast.
	(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
	 	 
	 
	 	 
	If the Parties do not agree otherwise the new non-binding

	 	FS and Buyer to agree 5 calendar days
	Fifth (5th) Quarter Target shall be determined based

	 	before the start of the next successive First (1st)
	on the equitable discretion of FS.Such equitable discretion shall be

	 	Quarter of the binding Four (4) Quarter Forecast.
	based on the new binding Fourth (4th) Quarter Forecast

	 	FS and Buyer to agree by December 1
	multiplied by a Quarterly Volume Adjustment Factor (x), such factor

	 	of each annual period on the
	(x) being within the range set forth below by defining a value in

	 	Quarterly Volume Adjustment Factor
	between a minimum x-value (xmin) and a maximum

	 	(x) for the next annual period.
	x-value (xmax) and considering the total amount of
	 	 
	the Target Kilowatt Volume per calendar year as defined below.
	 	 
	 
	 	 
	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

	 	For volume
£ [***] weeks
	4 for Annual Additional Volume.

	 	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.