exv10w06



 





Exhibit 10.06




[CONFIDENTIAL TREATMENT REQUESTED.

CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY 



WITH THE COMMISSION.]




[ENGLISH TRANSLATION]




Amendment No. 2 to Framework

Agreement MD-2-321

dated 05th April, 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



Gehrlicher Umweltschonende Energiesysteme GmbH, Feldkirchener Str. 2, D-85540
Haar (hereinafter referred to as “Buyer”) represented by the managing director
with single signature authority Mr. Klaus Gehrlicher.





	1.	 	Recitals
	 
	1.1	 	Company and Buyer entered into a Framework Agreement dated April 5, 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/ Klaus Gehrlicher
 

Gehrlicher Umweltschonende

	 	 
	Energiesysteme GmbH
	 	 
	Klaus Gehrlicher
	 	 
	 
	 	 
	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 Forecast Plus a non-binding Fifth

	 	FS and Buyer to agree 5 calendar days
	(5th) Quarter Target 

	 	before the start of the next successive First (1st)
	 
	If the Parties do not agree otherwise the non-binding Fifth

	 	Quarter of the binding Four (4) Quarter Forecast.
	(5th) Quarter Target shall become the new binding Fourth (4th) Quarter
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	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 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.

	 	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

	 	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€)
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]






 









 






Appendix C



 



Price/Volume Table



 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	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.