exv10w08



 





Exhibit 10.08




[CONFIDENTIAL TREATMENT REQUESTED.

CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY

WITH THE COMMISSION.]




[ENGLISH TRANSLATION]




Amendment No. 2 to Framework

Agreement MD-2-318 dated April 09th, 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





Juwi Holding AG, Untere Zahlbacher Str. 13, 55131 Mainz,
represented by he Board of Directors, Mr. Matthias Willenbacher and
Mr. Fred Jung,




JuWi Handels Verwaltungs GmbH & Co KG, 25870 Norderfriedrichskoog,
represented by the managing directors Mr. Matthias Willenbacher and
Mr. Fred Jung, and




juwi solar GmbH, Friedhofweg. 10, D-67295 Bolanden represented by
the managing directors Mr. Lars Falck and Mr. Bernd Schappert, (all
three companies together hereinafter referred to as “Buyer”).




	1.	 	Recitals
	 
	1.1	 	Company and Buyer entered into a Framework Agreement dated April 09, 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/ Matthias Willenbacher/Fred Jung
	 	 
	 
 Juwi
Holding
	 	 
	Matthias Willenbacher/Fred Jung
	 	 
	 
	 	 
	/s/ Matthias Willenbacher/Fred Jung
	 	 
	 
 JuWi
Handels Verwaltungs GmbH
	 	 
	& Co KG
	 	 
	Matthias Willenbacher/Fred Jung
	 	 






 









 






	 	 	 
	/s/ Lars Falck/Bernd Schappert
	 	 
	 
 Juwi
solar GmbH
	 	 
	Lars Falck/Bernd Schappert
	 	 






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
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

	 	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 Number of Modules (pieces)

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	Minimum Average Module Power (W)

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	Additional Annual Volume (kW)

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Bank Guarantee (Letter of Credit ) (M€)

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]








 




			
	***	 	CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED
SEPARATELY WITH THE COMMISSION.




 









 










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.