Exhibit 10.11





Exhibit 10.11




[*** Certain confidential portions of this exhibit have been filed separately with the Securities
and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2
of the Securities and Exchange Act of 1934, as amended. The location of each omitted portion is
indicated by a series of three asterisks in brackets (“[***]”).



Second Trade Agreement




between




VESTAS Wind Systems A/S




And




ZOLTEK Companies Inc.




22052007



 


 









 








			
	 	 	 
	Trade Agreement between
	 	Page 2 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07






Contents:



	 	 	 	 	 
	1. GENERAL CONDITIONS
	 	 	4	 
	2. SCOPE OF AGREEMENT
	 	 	6	 
	3. LOGISTICS
	 	 	7	 
	4. QUALITY, SAFETY AND ENVIROMENT
	 	 	12	 
	5. LIABILITY FOR DEFECTS
	 	 	14	 
	6. SERVICE, REMEDY AFTER EXPIRY OF THE WARRANTY PERIOD
	 	 	16	 
	7. EDUCATION
	 	 	17	 
	8. FORCE MAJEURE
	 	 	17	 
	9. CONSEQUENTIAL LOSSES
	 	 	17	 
	10. DOCUMENTATION AND CONFIDENTIALITY
	 	 	17	 
	11. VALIDITY AND TERMINATION OF THE AGREEMENT
	 	 	18	 
	12. LANGUAGE FOR CORRESPONDENCE
	 	 	19	 
	13. DISPUTES AND APPLICABLE LAW
	 	 	19	 
	14. PRODUCTS LIABILITY INSURANCE AND PRODUCT LIABILITY
	 	 	20	 
	15. DRAWINGS AND INDUSTRIAL PROPERTY RIGHTS.
	 	 	20	 
	16. MISCELLANEOUS
	 	 	21	 
	17. SIGNATURES
	 	 	21	 
	APPENDIX A
	 	 	22	 
	APPENDIX B
	 	 	23	 
	APPENDIX C
	 	 	24	 
	APPENDIX D
	 	 	25	 
	APPENDIX E
	 	 	26	 
	APPENDIX F
	 	 	27	 
	APPENDIX G
	 	 	28	 
	APPENDIX H
	 	 	33	 





 


 









 




 
			
	 	 	 
	Trade Agreement between
	 	Page 3 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07







This Second Trade Agreement (hereinafter the Agreement) is entered into between Vestas Wind Systems
A/S, Alsvej 21, DK-8900 Randers, hereinafter called “VESTAS” and ZOLTEK Companies Inc., 3101
McKelvey Rd. St. Louis, Missouri 63044, hereinafter called “ZOLTEK”.



VESTAS and ZOLTEK are also hereinafter referred to individually as a “Party” and
collectively as “the Parties”.



RECITALS




VESTAS develops, manufactures, sells and services wind turbine generators (“WTG’s”).



ZOLTEK is a manufacturer and/or supplier of Carbon Fiber Materials (hereinafter Products) suitable
for WTG applications.




	A.	 	The Parties have since 2004 cooperated in connection with a Trade Agreement dated 6 November
2004 (“Trade Agreement”) and underlying firm order letters for 2006 (dated 8. November 2005)
(“Order Letter 2006”) and for 2007 (dated 4 October 2006) (“Order Letter 2007”) pursuant to
which documents (together “Existing Agreements”), VESTAS has agreed to buy and ZOLTEK to sell
certain Products.







	B.	 	Following negotiations the Parties wish to replace Existing Agreements with a new one.
thereby establishing the basis of a multiyear partnership securing carbon fiber capacity for
VESTAS, capacity expansion at ZOLTEK and maximize profit for both companies.







	C.	 	The basis for the enlarged strategic partnership is the mutual expectation of a strong market
growth. In order to accommodate existing and future market demands technically and
commercially VESTAS thus expects from ZOLTEK to increase the available production capacity to
support VESTAS’ growth. Accordingly, VESTAS aims to enhance ZOLTEK’s status as the preferred
supplier for the Products. This preferred supplier status will however be conditioned upon
competitive pricing, quality, delivery performance and available products.







	D.	 	ZOLTEK on their side have informed and warranted to establish relevant manufacturing capacity
in the US and in Hungary based on the business scenarios and economical aspects presented in
order to accomplish VESTAS’ volume objectives.







	E.	 	The cooperation of the Parties under the Existing Agreements have from time to time included
disputes and discussions relating to certain alledged failures by ZOLTEK to fulfilled agreed
orders and volumes at agreed dates under the Existing Agreements. The undertakings provided by
ZOLTEK and not the least the willingness of ZOLTEK to strengthen the preferred customer status
of
VESTAS and to introduce substantial investments for a prosperous future operation has
granted VESTAS sufficient comfort in order to enter into a revised strategic partnership
with ZOLTEK while at the same time — and as an integrated presumption of this Second Trade
Agreement — amicably settling such historic disputes/non-performance.





 


 









 





			
	 	 	 
	Trade Agreement between
	 	Page 4 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07






	F.	 	Irrespective of the preferred relationship to be initiated and enhanced between the Parties,
ZOLTEK fully acknowledges that VESTAS cannot and will never be dependent upon only one
supplier on any component, materials etc. but must have freedom to operate with alternative
suppliers.







	G.	 	Accordingly, by entering into this Second Trade Agreement, the Parties wish with effect from
1 January 2007 (the “Effective Date”) to have the terms and conditions set out below
constitute the basis for their cooperation






NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, ZOLTEK and VESTAS, intending to be legally bound, hereby agree as follows:



This Second Trade Agreement shall apply to all orders from VESTAS and/or Contracts (as defined
below) between the Parties where delivery takes place, or has taken place, following the 1 January
2007 (“Effective Date”) irrespective of the actual date of VESTAS’ order or of the Contract.
Accordingly with respect to such orders and deliveries this Second Trade Agreement will be the sole
and exclusive terms and conditions.



With regard to rights and obligations relating to orders and Contracts delivered prior to the
Effective Date solely the terms of the Existing Agreements shall apply.



The documents forming this Agreement are to be taken as mutually explanatory of one another. For
the purposes of interpretation the priority of the documents shall be in accordance with the
following sequence:




	 	1.	 	This Second Trade Agreement

	 
	 	2.	 	The Appendices

	 
	 	3.	 	VESTAS’ order (where applicable)

	 
	 	4.	 	ZOLTEK’s order confirmation (where applicable)







	1.	 	General Conditions

	 
	 	 	If a existing or future, direct or indirect subsidiary of VESTAS (existing direct and
indirect subsidiaries listed in Appendix C), hereinafter called “VESTASG”, should wish to
purchase according to this Agreement the conditions of this Agreement are to be valid.




 


 









 





			
	 	 	 
	Trade Agreement between
	 	Page 5 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07













Furthermore, ZOLTEK is obligated upon the request of VESTAS to supply in accordance with
this Agreement to appointed sub-suppliers of VESTAS.




In case of capacity problems, both serial production and repair action, ZOLTEK is
obligated in due time to contact the central purchasing organisation at VESTAS in Denmark
as set out in Appendix D in order to agree the right priorities. This Agreement covers all
ZOLTEK companies worldwide and these ZOLTEK companies are therefore obligated to comply
with this Agreement.




Ordinary technical questions shall be answered directly to the unit from which the
question came. Questions and matters relating to Product changes and technical discussions
in warranty cases shall be discussed only with the R&D responsible in VESTAS in Denmark as
set out in Appendix D.




ZOLTEK will upon request from VESTAS issue a parent company guarantee that states that
ZOLTEK will fulfil any and all obligations entered into by all ZOLTEK companies worldwide
related to this Agreement.




To secure the right communications flow and responsibilities the Parties have defined a
Contact Diagram — please refer to Appendix D.




	1.1	 	The Agreement specifies the terms and conditions, which, unless otherwise agreed upon in
writing, apply to ZOLTEK’s Agreement with VESTAS.







	1.2	 	For the sake of clarification, agreements and other documents agreed in relation to products
ordered prior to the Effective Date shall continue in full force and effect. No reference to
ZOLTEK’s offers, quotations, order confirmations, invoices or the like and VESTAS’ inquiries,
orders or the like, nor any of ZOLTEK’s own terms of sale and delivery and VESTAS’ general
terms and conditions, shall have any validity between the Parties and shall thus involve no
deviation from the provisions of the present Agreement, unless this is agreed upon in writing
by the Parties in connection with specific deliveries.







	1.3	 	ZOLTEK will not use VESTAS’ name or pictures of installed WTG’s as reference in sales
brochures, press releases, or any other material used for general promotion purposes, unless
such material is reviewed by VESTAS and explicitly approved in writing. VESTAS will not use
ZOLTEK’s name and product as reference in sales brochures, press releases or for any other
material used in general promotion purposes, unless such material is reviewed and approved in
writing.

	 
	1.4	 	Definitions







Capitalised terms used in this Second Trade Amendment shall have the meaning assigned to
them herein. A non-exhaustive list of definitions is attached as Appendix E to
this Agreement.


 


 









 





			
	 	 	 
	Trade Agreement between
	 	Page 6 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07








	2.	 	Scope of Agreement

	 
	2.1	 	Preferred Customer







VESTAS shall during the term of this Second Trade Agreement be the preferred customer of
ZOLTEK regarding the Products. This shall include that cooperation between the Parties
shall be given absolute top and first priority on all levels of cooperation, including in
connection with (i) daily management, (ii) availability and bookings on ZOLTEK’s capacity,
and (iii) ZOLTEK continuously giving top priority to product orders, deliveries, remedy
work and service towards VESTAS.




	2.2	 	Preferred Supplier







The Parties confirm that ZOLTEK is the preferred supplier to VESTAS of the Products. This
is based on the precondition that ZOLTEK remains cost competitive in quantity and quality
on existing and future carbon fibre products/models and at the same time fulfils VESTAS
quality and delivery requirements.




First Right of Refusal regarding “spot volumes”




VESTAS anticipates requiring additional volumes of carbon fibre beyond the committed
volumes, cf. Appendix A (Firm Delivery Schedules) below in order to meet its production
requirements. VESTAS will thus make commitments to alternative carbon fibre suppliers, cf.
also the recitals above. In excess of such aggregate carbon fibre commitments with ZOLTEK
and alternative suppliers there may additionally be “spot volumes” including any unexpected
demand increases or significant changes to the forecast which on short notice need to be
purchased by VESTAS. VESTAS agrees to make these spot volumes available to ZOLTEK on a
first right of refusal basis.




These extra volume opportunities will be presented to ZOLTEK formally in the third quarter
of each calendar year for the forward year and informally throughout the year as
opportunities for additional volumes arise.




First right of refusal in this respect shall mean that Vestas commits to offer these spot
volumes first to ZOLTEK before sourcing from other suppliers and that VESTAS commits to
purchase such spot volumes in full or in part from ZOLTEK if (i) ZOLTEK is able to supply
such spot volumes on competitive prices, required quality and other terms and (ii) if the
necessary capacity is available at
ZOLTEK to perform both obligations hereunder and obligation to deliver such additional
volumes in VESTAS’ reasonable opinion.


 


 









 





 
			
	 	 	 
	Trade Agreement between
	 	Page 7 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07









It is emphasized that ZOLTEK is only obliged to accept and fulfil such extra volume
opportunities from VESTAS in excess of an agreed Firm Delivery Schedule, if and to the
extent ZOLTEK has submitted an order confirmation to VESTAS regarding such extra volume
opportunities.




Finally, it is emphasized that fulfilment of orders on an agreed Firm Delivery Schedule,
cf. clause 3 below, shall always have first priority at ZOLTEK, unless otherwise agreed
with VESTAS.




	2.3	 	Information Exchange







Subject to relevant restrictions based on the fact that both Parties are listed companies
and subject to confidentiality undertakings towards third parties the Parties will
annually or on request share relevant market information including general volume
commitments, forecasts, capacity bookings etc.




	2.4	 	The Agreement covers the Products stated in Appendix B and other products delivered from
ZOLTEK.

	 
	3.	 	Logistics

	 
	3.1	 	Orders and Order Confirmations — Contracts

	 
	 	 	Except as set forth below in Clause 3.2 regarding supplies of Products within the fixed
forecasting system (Firm Delivery Schedules), the Parties agree that VESTAS’ ordering
and purchase of Products shall be made by the exchange of an order issued by VESTAS
and an order confirmation issued by ZOLTEK (collectively a “Contract”). Any such
Contract shall be or be deemed made incorporating the terms and conditions of this
Agreement even without these documents being referred to or attached to such
Contract.

	 
	 	 	It is emphasised that orders and order confirmations may for practical reasons
also be necessary with regard to orders and deliveries included in any Firm Delivery
Schedule due to accounting and shipment purposes. However, conceptually it is
emphasised that orders and deliveries as stated and included in any Firm Delivery
Schedule shall be considered as legally binding Contracts irrespective of whether
formal orders and order confirmations for practical reasons have been issued or not
in connection with VESTAS’ call for Products under a Firm Delivery Schedule. Hence
the existence or non-existence of such orders and/or order confirmations shall have
no effect on the legal binding nature of obligations under the Firm Delivery
Schedules.




 


 








 





			
	 	 	 
	Trade Agreement between
	 	Page 8 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07













ZOLTEK must confirm all orders placed by VESTAS (whether within (if requested by VESTAS)
or outside the Firm Delivery Schedule) in writing no
later than seven (7) working days after receipt of an order. ZOLTEK’s failure to confirm
an order under a Firm Delivery Schedule shall however in no way effect Zoltek’s obligation
to make delivery at the times and in the volumes and qualities set out in the applicable
Firm Delivery Schedule.




The Parties agree that the Firm Delivery Schedule will at all times take precedence over
any Contracts entered into outside a Firm Delivery Schedule.




	3.2	 	Firm Delivery Schedules

	 
	 	 	The Parties agree to establish a Firm Delivery Schedule setting out the total
number of each and any Products which VESTAS will order for delivery and which ZOLTEK
will be obliged to deliver within certain fixed periods. The Parties will — at a
minimum for the first five (5) years following the Effective Date — work with Firm
Delivery Schedules. The Parties will continuously have a three year rolling Firm
Delivery Schedule.

	 
	 	 	For the sake of good order it is emphasized that VESTAS’ obligations under any
Firm Delivery Schedule is subject to the availability and delivery from ZOLTEK of
Products fulfilling agreed quality requirements at agreed time of delivery.







Firm Delivery Schedule for 2007-2010




For the calendar years 2007 — 2010 the Parties agree that Appendix A
constitutes the Firm Delivery Schedule for the number of Products to be purchased by
VESTAS and irrevocably delivered by ZOLTEK to VESTAS in calendar year 2007-2010 and
on the weekly and monthly basis as specified in Appendix A.




Firm Delivery Schedule for 2011 and onwards




No later than on 31 December 2008 the Parties shall negotiate and agree on a
Firm Delivery Schedule for 2011. [***] [***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***], [***] [***] [***] [***] [***], [***] [***]
[***] [***] [***] [***]. This process will be repeated in each subsequent year
(December) — setting the volume for the 3rd forward year. The principles
above shall be the strong starting point for such schedules, including the mutual
desire to have at least three (3) year rolling forecasts with Firm Delivery
Schedules.




Remedies regarding Non-fulfilment of Firm Delivery Schedules




If either Party for any given calendar quarter fails to deliver or take delivery
respectively of the agreed fixed volume as set out in a Firm Delivery Schedule for such
quarter, liquidated damages shall be paid by the non-fulfilling Party as compensation to
the other Party (“Capacity-LD’s”).





	 	 	 
	***	 	Certain information on this page has been omitted and filed separately with the Commission.
Confidential treatment has been requested with respect to the omitted portions.




 


 









 




 
			
	 	 	 
	Trade Agreement between
	 	Page 9 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07








Such Capacity LD’s shall amount to 15 % (fifteen percent) of the purchase value of the
volume of such Products not being delivered or purchased respectively within such calendar
quarter (up to 20 % cf. below). However, if the volume of Products not being delivered or
purchased respectively for a given quarter exceeds 20 % (twenty percent) of the agreed
fixed volume as set out in a Firm Delivery Schedule for such quarter the Capacity LD for
such volume in excess of 20% non-fulfilment shall be 35% (thirty five percent) of the
purchase value of the volume of Products not being delivered or purchased respectively.




Any spot volume orders placed by VESTAS and confirmed by ZOLTEK will for the purpose of
this provision only be incorporated into the Firm Delivery Schedule for any relevant
calendar quarter and consequently any delay in delivery of such spot volumes shall be
taken into account when calculating the above Capacity LD.




The Parties have agreed that the above capacity LDs will not be applicable to any
deliveries which according to the Firm Delivery Schedule should have been made prior to
September 30th 2007.




The Capacity LD’s shall fall due at Vestas’ written demand. If no claim has
been made in writing within 3 months from the end of the relevant calendar quarter
VESTAS shall have forfeited its claim for Capacity LDs for such calendar quarter.




Moreover, in addition to and independent of the above, if and to the extent a Party does
not fulfil its obligations to deliver and/or to purchase/pay respectively in accordance
with the scheduled delivery days/weeks set out in an agreed Firm Delivery Schedule, the
other Party is without limitation entitled to rely on such other agreed remedies set out
in this Second Trade Agreement.




	3.3	 	Prices

	 
	3.3.1	 	Agreement on Prices

	 
	 	 	The Parties have agreed upon the prices stated in Appendix B which will
be updated [***] and/or in a Firm Delivery Schedule. Agreed currency, for new orders
placed by Vestas after the date of signing this Second Agreement, is [***] for all
deliveries, for deliveries outside Europe Vestas shall however be entitled to request
that Zoltek makes a quotation for deliveries in [***].

	 
	 	 	Prices are stated [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***],
unless otherwise is stated in Appendix B, a Firm Delivery Schedule or in the specific
Contract.








	 	 	 
	***	 	Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.




 


 









 





			
	 	 	 
	Trade Agreement between
	 	Page 10 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07








	 	 	Prices are firm and fixed for the duration of any period covered by a Firm Delivery
Schedule and shall be as set forth therein. Such prices shall not be
subject to change unless (i) [***] [***] [***] [***] [***], (ii) [***]/[***] [***] [***]
[***] [***] [***] [***], (iii) [***] [***] [***] [***] [***] [***], [***]/[***] (iv) [***]
[***] [***] [***] [***] [***] [***].

	 
	3.3.2	 	Price Reviews

	 
	 	 	Prices are subject to review to take place between the Parties [***] [***] [***] [***]
[***] in each year for deliveries in the forward year. If no agreement has been reached
before the end of any calendar year, [***] [***] [***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***]. Moreover in this respect adjustment may
continuously take place as stated in clause 3.3.1 (i) — (iv) above.

	 
	3.4	 	Terms of payment

	 
	3.4.1	 	Invoices shall be paid within [***] [***] [***] end of month (EOM) from delivery to VESTAS.
Payments made by VESTAS to ZOLTEK shall not release ZOLTEK of any liability or responsibility
in accordance with this Agreement.

	 
	 	 	[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
[***].

	 
	3.4.2	 	If VESTAS fails to pay by the stipulated date, ZOLTEK shall be entitled to interest from the
day on which the payment was due. The rate of interest is [***] [***] [***] [***].

	 
	 	 	If VESTAS has not paid the amount due within six (6) months, and this is not caused or
contributed to by an act, default or omission of ZOLTEK, ZOLTEK shall be entitled to
terminate this Agreement by notice in writing to VESTAS and [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***] [***] [***] [***] [***] [***]. [***] [***] [***] [***]
[***] [***] [***]:







	 	•	 	[***] [***] ([***] [***] [***]),

	 
	 	•	 	[***] [***] [***],

	 
	 	•	 	[***] [***] [***].







This understanding of the term Direct Documented Cost is the same throughout this
Agreement.




	3.4.3	 	ZOLTEK is at all times obligated to minimise the loss incurred in relation to this Second
Trade Agreement.








	 	 	 
	***	 	Certain information on this page has been omitted and filed separately with the Commission.
Confidential treatment has been requested with respect to the omitted portions.





 


 









 





			
	 	 	 
	Trade Agreement between
	 	Page 11 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07










	3.5	 	Passing of Title

	 
	3.5.1	 	Title in the Products shall pass to VESTAS on EXW shipment.

	 
	3.6	 	Orders

	 
	3.6.1	 	ZOLTEK will on all relevant material (order confirmation, delivery note, invoice etc) refer
to VESTAS’ order. If the invoice received by VESTAS does not refer to an order VESTAS will
without any delay return the invoice to ZOLTEK. Nothing herein shall affect the obligation of
both Parties to make/take delivery of Products in accordance with an applicable Firm Delivery
Schedule.

	 
	3.7	 	Delivery

	 
	3.7.1	 	Lead-time for Product(s) is stated in Appendix F.

	 
	3.7.2	 	In case of delivery directly from ZOLTEK to any of VESTAS’ other suppliers, a copy of the
delivery note must be forwarded to VESTAS without delay upon request of VESTAS.

	 
	3.7.3	 	Before the performance of the first order hereunder can be commenced, ZOLTEK must be
provided with the following in writing:







	 	•	 	This Second Trade Agreement duly signed by both Parties.







and VESTAS must be provided with the following in writing:




	 	•	 	This Second Trade Agreement duly signed by both Parties.







	3.7.4	 	Each Product delivered to the VESTASG is to be delivered marked as follows on a permanent
mounted nameplate:







	 	•	 	VESTAS order number.

	 
	 	•	 	VESTAS item number.

	 
	 	•	 	ZOLTEK order number.

	 
	 	•	 	ZOLTEK’s Barcode and data label.







	3.8	 	Quantity

	 
	3.8.1	 	All orders must be delivered in accordance with the quantity stated in the order. Part and
excess deliveries have to be agreed upon between the Parties.




 


 









 





			
	 	 	 
	Trade Agreement between
	 	Page 12 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07







	3.9	 	Packing

	 
	3.9.1	 	ZOLTEK must pack and protect all Products in a secure way for land and sea transport, in
consideration of the nature of the goods and the method of transport, but at all times in accordance with VESTAS’ specification, if available. ZOLTEK
is responsible for securing that the packaging fulfils international requirements. VESTAS
reserves the right to approve the packing and the protection. Country of origin and taric
must be supplied to VESTAS on all Products.

	 






In addition to any normal packaging labels all pallets must be labelled with the following
international symbols according to DIN 55402 or ISO 780:




a. This way up




b. Keep dry




c. Stacking limitation 0 kg.




	4.	 	Quality, Safety and Environment

	 
	4.1	 	Policy

	 
	 	 	ZOLTEK is obligated to adopt a quality policy requiring zero (0) deviations in Products,
service and delivery.

	 
	 	 	ZOLTEK is obligated to comply with existing legislation, act in a responsible manner
regarding environmental and occupational health and safety matters and work towards zero
(0) accidents both regarding environment and occupation health and safety.

	 
	4.2	 	Standards and conventions

	 
	 	 	ZOLTEK shall maintain certification according to ISO 9000:2000 or a similar system
after agreement with VESTAS.

	 
	 	 	At the same time, it should be stressed that VESTAS requires that ZOLTEK obtains
certification according to recognised standards in relation to the environment and
occupational health and safety.

	 
	 	 	Requirements described in the brochure “VESTAS Guidelines for
Suppliers” shall be followed.

	 
	 	 	ZOLTEK is obligated to act in an ethical responsible manner by ensuring compliance
with the conventions below. Any non-compliance must be communicated in writing to VESTAS.
The conventions are the following:







	 	•	 	United Nation’s Universal Declaration of Human Rights, 10 December 1948
including the International Covenant on Civil and Political Rights
(UN 1966)

	 
	 	•	 	The International
Covenant on Economic, Social and Cultural Rights (UN 1966)




 


 









 





			
	 	 	 
	Trade Agreement between
	 	Page 13 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07













	 	•	 	Convention for the Protection of Human Rights and Fundamental Freedoms, Council of
Europe, 4 November 1950.

	 
	 	•	 	ILO Convention
No. 29 (Protection against forced labour)

	 
	 	•	 	ILO Convention
No. 87 (Protection of freedom of association)

	 
	 	•	 	ILO Convention
No. 98 (Protection of the right to collective bargaining)

	 
	 	•	 	ILO Convention
No. 100 (Equal remuneration for men and women)

	 
	 	•	 	ILO Convention
No. 105 (Abolition of forced labour)

	 
	 	•	 	ILO Convention
No. 111 (Non-discrimination concerning employment)

	 
	 	•	 	ILO Convention
No. 138 (Protection against child labour)

	 
	 	•	 	OECD Convention on Combating Bribery of Foreign Public Officials in International
Business Transactions, 21 November 1997.







	4.3	 	Chemicals and Materials







ZOLTEK is obligated to ensure that chemicals and materials involved in Products or
services delivered to VESTAS fulfil the requirements stated in the Material Blacklist cf.
Appendix G.




Prohibited chemicals and materials must not be present in Products sold to VESTAS.




Any presence of unwanted, listed chemicals and materials must be accounted for, and have
phase-out plans. Phase-out plans must be communicated in writing to VESTAS. The updated
Material Blacklist can be found on www.VESTAS.com under “sustainability”.




Chemicals supplied to VESTAS must be delivered with MSDS sheets in local language. Updates
of MSDS sheets must be sent to VESTAS.




	4.4	 	Audits and inspection







ZOLTEK shall assure full and unlimited access to own or sub-suppliers premised for
the purpose of audits and inspections of the Products and components for the products.




Audits can be carried out as a system audit or a Product audit, or as a combination of
these. Audits can be done with 48 hours prior notification.




VESTAS can, upon request, receive a list of main suppliers to ZOLTEK for the Products.




VESTAS’ customers, customer representatives and/or type approving/certifying authorities
are subject to prior approval by ZOLTEK, together with a representative from VESTAS,
entitled to carry out quality audits of ZOLTEK and its sub-contractors within relevant
areas.


 


 









 




 
			
	 	 	 
	Trade Agreement between
	 	Page 14 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07








Inspections can be done with 48 hours prior notification and must be conducted
without causing ZOLTEK loss of production. ZOLTEK is obligated to assist with personnel
and equipment when carrying out the inspection. However, these inspections do not absolve
ZOLTEK of his responsibilities if he delivers defective Products nor do they exclude
subsequent rejection of inspected Products or components for the Products.




If Vestas requires more than 4 inspection per calendar year, Vestas must pay ZOLTEK for
the cost associated with further inspections.




	4.6	 	Traceability

	 
	 	 	ZOLTEK shall establish the necessary traceability in components and documentation in
order to assure proper problem solving.

	 
	4.7	 	VESTAS ́ property

	 
	 	 	N/A

	 
	4.8	 	Documentation

	 
	 	 	All documentation as stated in the VESTAS Purchase specification and or General
specification shall be maintained for fifteen (15) years in a way where it is retrievable
and protected for damage such as water, fire and dust. Information stored on electronic
media shall be evaluated for readability in planned sequences in order to assure the above
requirements. Documentation shall be delivered to VESTAS in the required media without any
delay.

	 
	5.	 	Liability for Defects

	 
	 	 	ZOLTEK shall treat all claims from the VESTASG as though they were raised by VESTAS.

	 
	5.1	 	Scope of Warranty

	 
	 	 	For the period set forth below in clause 5.3 and any potential extension thereof,
ZOLTEK guarantees and warrants (i) that the Products are free from defects in design,
materials, workmanship and (ii) the that Products at the time of delivery comply with the
requirements, description and quality stated in this Second Trade Agreement including the
Specifications set forth in Appendix B, iii) that ZOLTEK conveys good title to the
Products, and such Products shall be delivered free from any lawful security interest,
lien or encumbrance.

	 
	5.2	 	Limitations of Warranty

	 
	 	 	ZOLTEK is not liable for defects arising out of materials provided by
or a design solely stipulated or solely specified by VESTAS.





 


 









 




 
			
	 	 	 
	Trade Agreement between
	 	Page 15 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07








ZOLTEK is not liable for defects arising from overload conditions, faulty
installations and/or modifications made without ZOLTEK’S approval.




ZOLTEK is not liable for defects arising from composite material or other materials used
in producing the component or the manufacturing process employed by VESTAS.




ZOLTEK is not liable for defects arising from the design or the manufacture of the carbon
composite components.




	5.3	 	Warranty Period







The warranty shall endure for a period of five (5) years from the date of delivery of the
Products.




	5.4	 	Agreed Action/response to Defects







ZOLTEK shall provide full and immediate assistance including by providing all necessary
personal and technical resources, in order to identify the cause of any matter, which in
VESTAS’ reasonable opinion may constitute a defect i.e. that the Product is later found out
or discovered by either Party to have not lived up to the warranty set out in clause 5.1.




In case it is subsequently proven that no defect of any type is found in the Products
inspected, VESTAS shall pay ZOLTEK its reasonable Direct Documented Costs incurred to
provide such assistance.




Immediately after becoming aware of the existence or risk of a defect, ZOLTEK shall notify
VESTAS and visa versa. Promptly and within five (5) working days after the date of such
notice, ZOLTEK shall provide VESTAS with a preliminary report regarding the nature and
extent of such defect or the risk thereof including general proposal(s) for actions.




A final report regarding mentioned subjects, including a time schedule indicating a
proposal for necessary improvements relating to all future delivery of Products to Vestas
shall be provided by ZOLTEK to VESTAS as soon as possible and no later than ten (10) weeks
following the date of the abovementioned notice.




In connection with such actions, the Parties shall cooperate to ensure the most
cost-efficient implementation and to minimize the involved costs. Any direct costs
incurred by VESTAS, ZOLTEK or third parties in connection with such remedial actions shall
be born by ZOLTEK.




	5.5	 	Notice of Defects

	 
	 	 	VESTAS shall give ZOLTEK notice of defective Products as soon as
possible after (i) the defect has been detected and (ii) reasonable
and relevant measures and analyses have been conducted by or on behalf
of VESTAS in order to ascertain and describe the defect.

	 
	 	 	ZOLTEK is aware that VESTAS will not upon delivery perform any testing
or control measures regarding delivered Products.





 


 









 





			
	 	 	 
	Trade Agreement between
	 	Page 16 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07








	5.6	 	Remedial Action of Defects







If a Defect is discovered prior to incorporation of the Products into Blades ZOLTEK shall
be obliged — at its own cost and expense to:




	 	a)	 	Deliver a replacement Product in a volume equal to the defective Products
and

	 
	 	b)	 	Cover all transportation cost for delivery of such replacement product and

	 
	 	c)	 	Pay compensation for any production stoppage if the defect in terms of
quantity is so substantial seen in conjunction also with the delivery time for
replacement products as to cause a production stop.







If a Defect is discovered after incorporation of the Products into Blades ZOLTEK shall be
obliged — at its own cost and expense to:




	 	a)	 	Deliver a replacement Product in a volume equal to the defective Products
and

	 
	 	b)	 	Cover all transportation cost for delivery of such replacement product
including where relevant transportation of a new blade in replacement of such Blade
where the Defect Products is incorporated and

	 
	 	c)	 	Cover any other Direct Documented Cost incurred







The Parties agree that defects discovered after delivery of the
WTGs/blade at Site can only be remedied by a full replacement of the
relevant blade/blades in question.




	5.7	 	General Limitations of Liability

	 
	 	 	Unless otherwise stated in this Second Trade Agreement, neither Party
shall be liable towards the other Party for any indirect loss, loss of
profit or other consequential damages in connection with performance
or non-performance obligations under this Agreement.

	 
	 	 	Irrespective of any clause to the contrary, any exclusion or
limitation of liability as set out in this Agreement or otherwise
cannot be relied upon by a Party who has been guilty of wilful
misconduct, fraudulence or gross negligence.







	6.	 	Service, Remedy after expiry of the Warranty Period

	 
	 	 	N/A




 


 









 





			
	 	 	 
	Trade Agreement between
	 	Page 17 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07













	7.	 	Education







ZOLTEK is willing to conduct the necessary training and education of VESTAS key
employees in order to secure that the relevant knowledge about ZOLTEK products is handed
over to VESTAS. The details and planning of the education is to be agreed upon between the
Parties.




	8.	 	Force Majeure







	8.1	 	Neither Party can be held responsible for non-fulfilment of the Agreement, provided this
Party proves that this is caused by force majeure, including labour conflict involving other
than ZOLTEK’ employees unless the involvement is due to national labour conflicts, fire,
export and import prohibitions, unanticipated production stops caused by acts of God, currency
restrictions or other obstructions beyond its control, which it could not reasonably have
avoided or limited.







	8.2	 	The Party who does not fulfil the Agreement because of force majeure is obligated without
delay to inform in writing the other Party of the obstruction(s) and the implication of this
for the fulfilment/performance of the Agreement. This Party is furthermore obligated loyally
to co-operate in the limitation of the consequences in a force majeure situation.







	8.3	 	In case the force majeure situation is not expected to be brought to a termination within six
(6) months, the other Party is entitled to cancel this Agreement by written notice.

	 
	9.	 	Consequential Losses







	9.1	 	Save as elsewhere stated in this Agreement, there shall be no liability for either Party
towards the other Party for loss of production, loss of profit, loss of use, loss of contracts
or for any consequential, financial or indirect loss whatsoever.

	 
	10.	 	Confidentiality







	10.1	 	Both during the duration of this Second Trade Agreement and after, both Parties must treat
all technical documents and commercial information, which have been received from the other
Party in accordance with this Agreement, in confidentiality. The Party who receives
confidential information, is not permitted to copy the information, or disclose information to
a third party or otherwise make use of the information apart from that necessary to fulfil
this Agreement, or to have work carried out by ZOLTEK sub-suppliers after prior written
approval by VESTAS. Please also refer to enclosed Non Disclosure Agreement, Appendix H.




 


 









 





			
	 	 	 
	Trade Agreement between
	 	Page 18 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07













	10.2	 	The contents of this present Agreement are confidential and must not be passed on to a third
party during the validity of this Agreement or after the termination of this without mutual,
written consent. This applies to ZOLTEK who is not affected by the Agreement, to the press and
others.

	 
	11.	 	Validity and Termination of the Agreement

	 
	11.1	 	Termination







Unless otherwise provided herein, this Second Trade Agreement shall be valid until the
earlier of (a) cancellation by either Party pursuant to Clause 11.2 below, (b) by way of
mutual agreement, or (c) termination by either Party with 36 (thirty-six) months written
notice.




	11.2	 	Cancellation







This Second Trade Agreement can only be terminated with immediate effect (cancellation) as
a result of a material breach of a material term of this Agreement which (if remediable)
has not been remedied within thirty (30) days of receipt of notice from the other Party of
such breach. Such material breach shall include, but not be limited to (ii) if a Party
suspends payment and/or a trustee or receiver is appointed by a court for all or a
substantial portion of the assets of a Party, OR (iii) if a Party is wound up, files a
voluntary petition in bankruptcy, is adjudicated bankrupt and/or a court assumes
jurisdiction of the assets of a Party under any relevant insolvency legislation OR (iv) a
Change of Control situation occurs, cf. clause 11.3 below.




	11.3	 	Change of Control







Both Parties have stressed the importance of full and proper performance of this Agreement
despite any Change of Control of either Party occurring during the term of this Agreement.
The Parties have therefore agreed as follows;




A Party shall promptly report to the other Party any Change of Control in writing.




Either Party shall on the sale of all or substantially all of its assets ensure that all
rights and obligations hereunder are assigned in full to the buyer of any such assets,
provided however that the ordinary rules on a creditor’s acceptance of a new debtor shall
still apply. I.e. the buyer of all or substantially all assets belonging to a Party shall
have an unconditional obligation but not a right to step into this Agreement.


 


 









 




 
			
	 	 	 
	Trade Agreement between
	 	Page 19 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07








If a Party experiences a Change a Control by a direct or indirect substantial competitor
of the other Party and such Change of Control may in the sole, reasonable opinion of the
other Party be detrimental to the existing and future
business of the other Party, the other Party may then at its own option (i) terminate this
Second Trade Agreement immediately or (ii) alternatively by giving 12 months’ written
notice thereof at any time following such Change of Control irrespective of clause 11.1
and 11.2 above. If the latter option is chosen by the other Party, supply and purchase of
Products shall continue as agreed herein with the sole exception that the other Party may
at any time terminate this Second Trade Agreement by giving a 12 months written notice.




	11.4	 	Consequences of Termination or Cancellation

	 
	 	 	Should termination/cancellation take place all documents, which
belong to the Vestas Group, must promptly be returned to
VESTAS.


Termination/cancellation shall not have any effect on the obligations
of ZOLTEK under existing Contracts or in relation to Clause 10
regarding confidentiality, Clause 14 regarding public and product
liability, Clause 13 regarding disputes and applicable law or
ZOLTEK’s obligations, including, but not limited to warranties and
related covenants with regard to already delivered Products. It is
expressly understood that such obligations shall survive the
termination of this Second Trade Agreement.


For termination/cancellation in the event of ZOLTEK’s non-fulfilment
of Firm Delivery Schedules reference is also made to clause 3.2
above.

	 
	12.	 	Language for Correspondence

	 
	12.1	 	All correspondence between the Parties concerning this Agreement must be in English.

	 
	13.	 	Disputes and Applicable Law

	 
	13.1	 	All disputes arising in connection with this Agreement shall be finally settled under the
Rules of Arbitration of the Danish Institute of Arbitration (Copenhagen Arbitration) in
Copenhagen, Denmark by one or more arbitrators appointed in accordance with the said rules,
supplemented as necessary by the procedural rules of Danish Law.







Irrespective hereof VESTAS shall not be prevented from giving third party notice to ZOLTEK
if VESTAS is taken to court by a customer.




	13.2	 	This Agreement shall be construed and governed in accordance with Danish law; however, the
United Nations Convention on Contracts for the International Sale of Goods from 11 April 1980
(CISG) shall not apply to this Agreement.




 


 









 





			
	 	 	 
	Trade Agreement between
	 	Page 20 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07













	14.	 	Products Liability Insurance and Product Liability







	14.1	 	ZOLTEK shall maintain and keep in force adequate business and products liability insurance
covering the Products and performances delivered to VESTAS.







The insurance is to be valid as long as the business co-operation continues. As proof of
this VESTAS is entitled to demand an insurance certificate issued on name, coverage of
injuries on persons or damages to property should be valid worldwide incl. USA and Canada
at minimum DKK 20,000,000 per injury/damage.




Furthermore, the insurance should be expanded to cover the responsibility for damages on
or losses concerning objects (incl. objects belonging to VESTAS), that ZOLTEK Products or
performances are:




	 	a)	 	made part of, mixed with or incorporated in, joint with, used for packing
of or in any other way connected with,

	 
	 	b)	 	worked up with or used for working up of,

	 
	 	c)	 	used for production or working up of or any kind of handling of.







ZOLTEK liability is not limited to the sum insured.




	14.2	 	ZOLTEK shall assume full responsibility and liability for any product liability claims.
ZOLTEK shall thus indemnify VESTAS and hold it harmless from and against all liability to
third party for personal injury, property damage and other losses caused by defects in the
Products delivered by ZOLTEK under this Agreement.

	 
	15.	 	Drawings and industrial property rights.

	 
	15.1	 	N/A







	15.2	 	If a third party asserts a legitimate claim against VESTAS based on alleged infringement of
an industrial property right or copyright by the Products, ZOLTEK shall indemnify VESTAS and
hold VESTAS harmless from and against any liability in damages or costs awarded in any
infringement suit or action against VESTAS and ZOLTEK shall be liable for any damage suffered
by VESTAS due to the infringement.







	15.3	 	N/A





 


 









 





			
	 	 	 
	Trade Agreement between
	 	Page 21 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07








	16.	 	Miscellaneous

	 
	16.1	 	The headlines in this Agreement are inserted for convenience of reference only and shall not
affect the interpretation of this Agreement.







	16.2	 	In case this Agreement or any part hereof is declared invalid or unenforceable by any
legitimated authority, the remainder of the Agreement shall continue on unchanged terms and
conditions, and the Parties shall agree on replacement terms, which to the extent possible
shall express the initial intention of the Parties.







	16.3	 	ZOLTEK shall submit VESTAS with an annual report annually including financial figures. The
report must be endorsed.

	 
	17.	 	Signatures

	 
	17.1	 	This Agreement is not valid unless signed by two persons from both Parties.

	 
	17.2	 	This Agreement is hereby accepted and comes into force on:






	 	 	 	 	 	 	 	 	 
	Lem St.,

	 	22 May, 2007
	 	 	 	St. Louis
	 	29/05/07






	 	 	 
	/s/ Ole Kristensen
	 	/s/ Timothy McCarthy
	 
	 	 
	Ole Kristensen
	 	Timothy McCarthy
	V.P. Purchasing and Logistics
	 	V.P. Marketing & Sales
	Vestas Wind Systems A/S
	 	ZOLTEK Companies Inc.
	 	 	 
	/s/ Ole Borup Jacobsen
	 	/s/ Zsolt Rumy
	 
	 	 
	Ole Borup Jacobsen
	 	Zsolt Rumy
	President Vestas Blades A/S
	 	President and CEO
	Vestas Wind Systems A/S
	 	ZOLTEK Companies Inc.






 


 









 





			
	 	 	 
	Trade Agreement between
	 	Page 22 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07









Appendix A

Firm Delivery Schedule for 2007 — 2010




Firm Delivery Schedule for 2007 is [***] [***] based on a weekly supply of [***] [***] in Q1
and [***] [***] in Q2/Q3/Q4 as outlined below:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Month	 	Jan	 	 	Feb	 	 	Mar	 	 	Apr	 	 	May	 	 	Jun	 	 	Jul	 	 	Aug	 	 	Sep	 	 	Oct	 	 	Nov	 	 	Dec	 	 	Total	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Weeks
	 	 	1-5	 	 	 	6-9	 	 	 	10-13	 	 	 	14-17	 	 	 	18-22	 	 	 	23-26	 	 	 	27-30	 	 	 	31-35	 	 	 	36-39	 	 	 	40-44	 	 	 	45-48	 	 	 	49-52	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ton
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 






Firm Delivery Schedule for 2008 is [***] [***] based on a weekly supply of [***] [***] as outlined
below:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Month	 	Jan	 	 	Feb	 	 	Mar	 	 	Apr	 	 	May	 	 	Jun	 	 	Jul	 	 	Aug	 	 	Sep	 	 	Oct	 	 	Nov	 	 	Dec	 	 	Total	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Weeks
	 	 	1-5	 	 	 	6-9	 	 	 	10-13	 	 	 	14-17	 	 	 	18-22	 	 	 	23-26	 	 	 	27-30	 	 	 	31-35	 	 	 	36-39	 	 	 	40-44	 	 	 	45-48	 	 	 	49-52	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ton
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 






Firm Delivery Schedule for 2009 is [***] [***] based on a weekly supply of [***] [***] as outlined
below:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Month	 	Jan	 	 	Feb	 	 	Mar	 	 	Apr	 	 	May	 	 	Jun	 	 	Jul	 	 	Aug	 	 	Sep	 	 	Oct	 	 	Nov	 	 	Dec	 	 	Total	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Weeks
	 	 	1-5	 	 	 	6-9	 	 	 	10-13	 	 	 	14-17	 	 	 	18-22	 	 	 	23-26	 	 	 	27-30	 	 	 	31-35	 	 	 	36-39	 	 	 	40-44	 	 	 	45-48	 	 	 	49-52	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ton
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 






Firm Delivery Schedule for 2010 is [***] [***] based on a weekly supply of [***] [***] as
outlined below:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Month	 	Jan	 	 	Feb	 	 	Mar	 	 	Apr	 	 	May	 	 	Jun	 	 	Jul	 	 	Aug	 	 	Sep	 	 	Oct	 	 	Nov	 	 	Dec	 	 	Total	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Weeks
	 	 	1-5	 	 	 	6-9	 	 	 	10-13	 	 	 	14-17	 	 	 	18-22	 	 	 	23-26	 	 	 	27-30	 	 	 	31-35	 	 	 	36-39	 	 	 	40-44	 	 	 	45-48	 	 	 	49-52	 	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ton
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 








	 	 	 
	***	 	Certain information on this page has been omitted and filed separately with the Commission. Confidential
treatment has been requested with respect to the omitted portions.




 


 









 




 
			
	 	 	 
	Trade Agreement between
	 	Page 23 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07







Appendix B

Products, Technical Specifications, Prices and Price Indexation




Products :




Product Type: Panex 35 50K Continuous Carbon Fiber Roving

Product Code: Panex 350501500T-13

Vestas Item no.: 096497 Carbon Fiber Roving 50k




Technical Specifications:

Vestas specification: IK 900421

ZOLTEK MATERIAL SPECIFICATION: PANEX® 35 TOW ZMS-097




Prices and Price Indexation:



Prices:



Base price 2007 is agreed to [***] [***] [***] PANEX® 35

Delivery [***] [***] [***] [***] [***]



Price Indexation:



[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]:




	1.	 	[***] [***]

	 
	2.	 	[***] [***]

	 
	3.	 	[***] [***][***] [***]







	 	1.	 	[***] [***] [***] [***] [***] [***] [***] ([***] [***] [***] [***])[***] [***] ([***])

	 
	 	2.	 	[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***],[***] [***] ([***]
[***])

	 
	 	3.	 	[***] [***] [***] [***] [***] [***] [***] [***] [***],[***];[***] [***]. [***] [***]
[***] [***]






[***] [***] [***] [***] [***]:








[***][***][***][***] ([***][***](([***][***] [***])[***] ([***][***] [***])[***][***][***]
([***][***] [***]))[***] ([***][***] (([***][***] [***])[***] ([***][***] [***])[***][***][***]
([***][***] [***]))[***] ([***][***] (([***][***] [***])[***] ([***][***] [***])[***][***][***]
([***][***] [***]))




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

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

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

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

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

	 
	[***]	 	 [***] [***] [***] [***] [***] [***] [***] [***] [***], [***] [***], [***] [***]

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

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

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

	 
	[***]	 	 [***] [***] [***] [***] [***] [***] [***] [***] [***], [***] [***] [***]

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







	[***][***]. 	 	[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***], [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
[***] [***] [***] [***] [***].








	 	 	 
	***	 	Certain information on this page has been omitted and filed separately with the Commission.
Confidential treatment has been requested with respect to the omitted portions.









 


 









 





			
	 	 	 
	Trade Agreement between
	 	Page 24 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07












Appendix C




Vestas’ Blades company and address overveiw




	 	 	 	 	 
	Company name / CVR-number	 	Delivery address	 	Invoice address
	 
	 	 	 	 
	Vestas
Blades A/S

CVR nr. DK 27 98 82 10

	 	Smed Hansens Vej 9,

15, 17, 17B, 19, 21, 23

DK-6940 Lem
	 	Smed Hansens Vej 19

DK-6940 Lem
	 

	 	Vingevej 1

DK-4900 Nakskov
	 	Smed Hansens Vej 19

DK-6940 Lem
	 

	 	Industrivej 20

DK-6950 Skjern
	 	Smed Hansens Vej 19

DK-6940 Lem
	 

	 	Herningvej 5-7

DK-6920 Videbæk
	 	Smed Hansens Vej 19

DK-6940 Lem
	 
	 	 	 	 
	Vestas Blades Deutschland GmbH
VAT no. DE 81 33 92 786

	 	John-Schehr-Strasse 7

D-01979 Lauchhammer
	 	John-Schehr-Strasse 7

D-01979 Lauchhammer
	 
	 	 	 	 
	Vestas
Blades UK Ltd.

VAT no. GB 720 449 649

	 	Monks Brook

St. Cross Business Park 

Newport, Isle of Wight
	 	Monks Brook

St. Cross Business Park

Newport, Isle of Wight
	 

	 	PO30 5WZ

GB
	 	PO30 5WZ

GB
	 
	 	 	 	 
	 

	 	Via Ariosto 12
	 	Via Ariosto 12
	Vestas
Blades Italia Srl.

VAT no. IT 025 404 807 34

	 	Zona Industriale

I — 74100 Taranto
	 	Zona Industriale

I — 74100 Taranto
	 
	 	 	 	 
	Vestas
Blades Australia Pty. Ltd.

ABN no. 41 101 106 914

	 	128 School Road

Portland
	 	PO Box 464

Portland
	

	 	Victoria, 3305

Australia
	 	Victoria, 3305

Australia
	 
	Vestas
Wind Turbine Equipment

(China) Co., Ltd.

	 	South to Xin Ye Er
Street and the west to
Xin Xing Road,
West Area , Tianjin
Economic — Technological

	 	South to Xin Ye Er
Street and the west to
Xin Xing Road,
West Area , Tianjin
Economic —
Technological
	 

	 	 Development Area.
China
	 	Development Area.
China
	 
	 	 	 	 
	Vestas Blades America, Inc

	 	1881 SW Naito Pkwy Ste
100. Portland OR,
97201
	 	1881 SW Naito Pkwy Ste
100. Portland OR,
97201
	 
	 	 	 	 
	Vestas Blades Spain S.L.

	 	Pasco de la Castellana

141 Planta 10A 280846

Madrid, Spain
	 	Pasco de la Castellana

141 Planta 10A 280846

Madrid, Spain






This Appendix C does not constitute an exhaustive list of the Vestas companies party to
this Agreement as this is to include trade with all companies within the Vestas group from
time to time.


 


 









 




 
			
	 	 	 
	Trade Agreement between
	 	Page 25 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07







Appendix D

Contact Diagram




	 	 	 	 	 
	Area	 	Vestas	 	Zoltek Corp
	Commercial

	 	Lorents Ruby Nielsen
	 	Tim McCarthy
	 

	 	(central purchasing organisation)
	 	+1 314 291 5110 108
	 

	 	+45 9730 6622
	 	Cell +1 314 374-3913
	 

	 	Cell +45 2512 9308
	 	Tim.mccarthy@zoltek.com
	 

	 	LRN@vestas.com	 	 
	 
	 	 	 	 
	R&D

	 	Robert Sauven
	 	Dr. Attila Lazar
	 

	 	+44 (0)1983 824 611
	 	+36 33 53 6022
	 

	 	rhs@vestas.com
	 	alazar@zoltek.hu
	 
	 	 	 	 
	Quality

	 	Piet Dokkedal
	 	Istvan Kinter
	 

	 	+45 9730 2392
	 	+ 36 33 53 6146
	 

	 	pdo@vestas.dk
	 	Mike Wescott
	 

	 	 	 	+ 1 314 291-5110
	 
	 	 	 	 
	Shipping

	 	Uffe K Bjerre
	 	Krizstian Haver
	 

	 	+45 9730 6630
	 	+36 33 53 6018
	 

	 	ukb@vestas.com
	 	Khaver@zoltek.hu





 


 









 




 
			
	 	 	 
	Trade Agreement between
	 	Page 26 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07







Appendix E

Definitions




Capitalised terms used in this Second Trade Agreement shall have the meaning assigned to them in
the Second Trade Agreement. This Appendix E sets out a non-exhaustive list of some of the
definitions used:



	 	 	 
	“Capacity LD”

	 	shall mean liquidated damages payable, if either Party for any given calendar quarter fails to deliver
or take delivery respectively of the agreed fixed volume, as set out in a Firm Delivery Schedule, cf.
clause 3.2 above.

	 
	 	 

	“Contracts”

	 	shall mean an order issued by VESTAS together with relevant order confirmation issued by ZOLTEK, cf.
clause 3.1 above.

	 
	 	 

	“Effective Date”

	 	shall mean the date from which the Second Trade Agreement takes effect, i.e. from 1 January 2007.

	 
	 	 

	“Existing Agreements”

	 	shall mean the Trade Agreement, the Order Letter 2006 and the Order Letter 2007.

	 
	 	 

	“Firm Delivery Schedule”

	 	shall mean a forecast system setting out the total number of each and any Products, which VESTAS shall
be obliged to order for delivery and which ZOLTEK will be obliged to deliver within a certain fixed
period, cf. clause 3.2 in the Second Trade Agreement.

	 
	 	 

	“Order Letter 2006”

	 	shall mean firm order letter agreement for 2006 entered into between the Parties dated 8 November 2005.

	 
	 	 

	“Order Letter 2007”

	 	shall mean firm order letter agreement for 2007 entered into between the Parties dated 4 October 2006.

	 
	 	 

	“Products”

	 	shall mean Carbon Fiber Materials, as specified in Appendix B.

	 
	 	 

	“The Parties”

	 	shall mean ZOLTEK and VESTAS collectively.

	 
	 	 

	“Trade Agreement”

	 	shall mean Trade Agreement entered into between the Parties dated 6 November 2004.

	 
	 	 

	“VESTASG”

	 	shall mean all existing and future direct and indirect subsidiaries and affiliates of Vestas.

	 
	 	 

	“VESTAS”

	 	shall mean Vestas Wind Systems A/S

	 
	 	 

	“WTG”

	 	Wind Turbine Generator.

	 
	 	 

	“ZOLTEK”

	 	shall mean Zoltek Companies Inc.

	 
	 	 

	“Week”

	 	the parties agree that when referred to; a week start with Monday’s.






 


 









 




 
			
	 	 	 
	Trade Agreement between
	 	Page 27 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07







Appendix F

Lead-time for ZOLTEK Products




Product Type: Panex 35 50K Continuous Carbon Fiber Roving




Product Code: Panex 350501500T-13

Vestas Item no.: 096497 Carbon Fiber Roving 50k




The lead time from ZOLTEK production in Hungary to Vestas facilities in Europe is 6 weeks for new
orders.



The lead time from ZOLTEK production in Texas/USA to Vestas facilities in Europe is 8 weeks for new
orders.


 


 









 




 
			
	 	 	 
	Trade Agreement between
	 	Page 28 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07







Appendix G





	1.	 	Chemical compounds, which are not to be used at VESTAS






Below list shows which chemical compounds are




	•	 	banned according to national or international legislation

	 
	•	 	decided as not wanted by the management at VESTAS






New products containing one or several of the chemical compounds from below list must not be
applied at VESTAS.



If one of the listed chemical compounds is used in the production, a plan for termination of use of
the product must be prepared. The plan must contain a date of the final termination.



The prohibition applies to any calculated use of the chemical compounds on the list. However, the
prohibition does not apply in cases where the chemical compounds occur as impurities in an applied
product, i.e. undesirable occurrence in very small amounts.



Any person who introduces a new product at VESTAS is responsible for checking if the product
contains one or several of the chemical compounds represented on the list.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Toxicity	 	 	 	Remarks1/
	Group	 	Substance	 	CAS-no.	 	classification	 	Examples of use	 	reference
	Poly-chlorinated biphenyl

	 	PCB
	 	1336-36-3
	 	Xn; N
	 	Condensator, transformer, substances in paint, sealing and plastic.
	 	B/6
	Chlorinated solvents

	 	Chloroform
	 	67-66-3
	 	Xn; Xi; Carc3
	 	Solvent
	 	B/4
	 

	 	Tetrachloromethane
	 	56-23-5
	 	T; Carc3; N
	 	Solvent
	 	B/4
	 

	 	1,1,1-trichloroethane
	 	71-55-6
	 	Xn; N
	 	Solvent
	 	B/4
	 

	 	1,1,2-trichloroethane
	 	79-00-5
	 	Xn
	 	Solvent
	 	B/4
	 

	 	1,1,1,2-tetrachloroethane
	 	630-20-6
	 	 	 	Solvent
	 	B/4
	 

	 	1,1,2,2-tetrachloroethane
	 	79-34-5
	 	Tx; N
	 	Solvent
	 	B/4
	 

	 	Pentachloroethane
	 	76-01-7
	 	Carc3; T; N
	 	Solvent
	 	B/4
	 

	 	1,1-dichloroethylene
	 	75-35-4
	 	Fx;R12 Xn
	 	Solvent
	 	B/4








 








	 	 	 
	1	 	B= Use banned




 


 









 





			
	 	 	 
	Trade Agreement between
	 	Page 29 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07







	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Toxicity	 	 	 	Remarks1/
	Group	 	Substance	 	CAS-no.	 	classification	 	Examples of use	 	reference
	Organic compounds

	 	Benzene
	 	71-43-2
	 	Carc 1; F; T
	 	Solvent
	 	B/4
	CFC-c 

ompounds

	 	Trichlorofluormethane 
(CFC-11)
	 	75-69-4
	 	 	 	Coolant, freon
	 	B/9
	 

	 	Dichlorodifluormethane 
(CFC-12)
	 	75-71-8
	 	 	 	Coolant, freon
	 	B/9
	 

	 	Trichlorotrifluorethane 
(CFC-113)
	 	76-13-1
	 	 	 	Coolant, freon
	 	B/9
	 

	 	Dichlorotetrafluoroethane 
(CFC-114)
	 	76-14-2
	 	 	 	Coolant, freon
	 	B/9
	 

	 	Chloropentafluoroethane 
(CFC-115)
	 	76-15-3
	 	 	 	Coolant, freon
	 	B/9
	Halons

	 	Bromochlorodifluoromethane (halon-1211)
	 	353-59-3
	 	 	 	Flame retardant material
	 	B/9
	 

	 	Trifluorobromomethane (halon-1301)
	 	75-63-8
	 	 	 	Flame retardant material
	 	B/9
	 

	 	Dibromotetrafluoroethane (halon-2402)
	 	124-73-2
	 	 	 	Flame retardant material
	 	B/9
	Hydrobromofluorocarbons

	 	Hydrobromofluorocarbon (HBFC-ere)
	 	 	 	 	 	 	 	B/9
	HCFC’s

	 	Chlorodifluoromethane 
(HCFC-22)
	 	75-45-6
	 	 	 	Coolant
	 	B/9
	 

	 	Dichlorotrifluoroethane 
(HCFC-123)
	 	306-83-2
	 	 	 	Coolant
	 	B/9
	 

	 	Dichlorofluoroethane 
(HCFC-141)
	 	1717-00-6
	 	N
	 	Coolant
	 	B/9
	 

	 	Chlorodifluoroethane 
(HCFC-142b)
	 	75-68-3
	 	 	 	Coolant
	 	B/9
	Asbestos fibres

	 	Asbestos
	 	1332-21-4
Several options
	 	Carc1;T
	 	Brakes, insulating material, cement
	 	B/1
	Metalline lead and chemical lead compounds

	 	Lead — The ban does not apply to electric cables of more than 24 kV and anticorrosive paint
	 	 Several options
	 	 	 	Brake lining, plastic tubes, lubricant, electric and electronic components
	 	FB/B/8






Table 1: Chemical compounds, which are not to be used at VESTAS


 


 









 





			
	 	 	 
	Trade Agreement between
	 	Page 30 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07








	2.	 	Chemical compounds, which are only to be used to a limited extent at VESTAS






This list contains chemical compounds, which:




	•	 	are expected to become banned within the near future

	 
	•	 	are given priority to be handled specially, on the Danish Environmental Protection Agency’s Inventory
of undesirable substances.






The use of products that contain one or several of the chemical compounds on the below list must be
controlled at VESTAS. Furthermore, more gentle alternatives regarding safety and environment should
be searched for when it is considered technically and financially justifiable.



Before use of a product containing one or several of the chemical compounds on the list, it must be
considered if it is possible to use an alternative, which is gentler.



Any person who introduces a new product at VESTAS is responsible for examining if the product
contains one or several of the chemical compounds on the list and if this is the case, the person
must initiate an assessment of the possibility of substituting the product with a gentler
alternative.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Toxicity	 	 	 	Remark2/
	Group	 	Substance	 	CAS-no.	 	classifycation	 	Examples of use	 	reference
	Metalline lead and chemical lead compounds

	 	Lead — the group only contains electric cables of over 24 kV and anti corrosive paint
	 	Several options
	 	 	 	Electric cables, anti corrosive paint
	 	FB/B/8
	Chlorinated solvents

	 	Dichloromethane
	 	75-09-2
	 	Carc3;R40
	 	Solvent
	 	Pr/10
	 

	 	Tetrachloroethylene
	 	127-18-4
	 	Carc3;R40 N;R51/53
	 	Solvent
	 	Pr/10
	 

	 	1,2-Dichloroethane
	 	107-06-2
	 	Carc2;R45 F;R11 

Xn;R22 

Xi;R36/37/38
	 	Solvent
	 	Pr/10







 









	 	 	 
	2	 	FB = Future ban, Pr = Given priority to be handled
specially on the Danish Environmental Protection Agency’s inventory of
undesirable chemical substances.



 


 









 





			
	 	 	 
	Trade Agreement between
	 	Page 31 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07







	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Toxicity	 	 	 	Remark2/
	Group	 	Substance	 	CAS-no.	 	classifycation	 	Examples of use	 	reference
	Alkylphenol

	 	Nonylphenol
	 	25154-52-3
	 	Xn;R22 

C;R34 

N;R50/53
	 	lubricants, surface treatment, Epoxy products
	 	Pr/10
	 

	 	Octylphenol
	 	27193-28-8
	 	 	 	Lubricants, Epoxy products
	 	Pr/10
	Paint and lacquer

	 	Nonyl phenol ethoxylate/

(Tergitol NP-33)
	 	9016-45-9 

and others
	 	 	 	Paint and Lacquer
	 	Pr/10
	 

	 	Octyl phenol

ethoxylate/ (Triton(R) X-100
	 	9002-93-1
	 	 	 	Paint and Lacquer
	 	Pr/10
	 

	 	Azo colorants
	 	Several options
	 	 	 	Colouring of textiles
	 	Pr/10
	 

	 	Lead chromate
	 	7758-97-6
	 	Rep1;R61 R33 Carc3;R40 N;R50/53 Rep3;R62
	 	Insoluble colorant in paint, powder paint, printing colour
	 	Pr/10
	Electric and electronic components

	 	Polybrominated biphenyl (PBB)
	 	Several options
	 	 	 	Flame retardant
	 	FB/12
	 

	 	Polybrominated diphenyl ether (PBDE)
	 	Several options
	 	 	 	Flame retardant
	 	FB/12
	 

	 	Cadmium
	 	Several options
	 	 	 	Several options
	 	FB/12
	 

	 	Mercury
	 	Several options
	 	 	 	Several options
	 	FB/12
	 

	 	Hexavalent

chromium
	 	Several options
	 	 	 	Several options
	 	FB/12








Tabel 2: Chemical compounds for which the use must be limited at VESTAS.


 


 









 




 
			
	 	 	 
	Trade Agreement between
	 	Page 32 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07







References:




	1.	 	Arbejdsministeriets bek. nr. 660 af 24. september 1986 om asbest (The Danish Ministry of
Labour’s regulation no. 660 of 24 September 1986 on asbestos)







	2.	 	Miljøministeriets bek. nr. 1199 af 23. december 1992 om forbud mod salg, import and
fremstilling af cadmiumholdige produkter (The Danish Ministry of the Environment’s regulation
no. 1199 of 23 December 1992 on banned sale, import and manufacturing of products containing
cadmium.)







	3.	 	Arbejdstilsynets bek. nr. 140 af 17. februar 1997 om foranstaltninger til forebyggelse af
kræftrisikoen ved arbejde med stoffer and materialer. (The Danish Ministry of Labour’s
regulation no. 140 of 17 Februrary 1997 on measures for prevention of cancer risk in
connection with substances and materials.)







	4.	 	Miljøstyrelsens bek. nr. 1042 af 17. december 1997 om begrænsning af salg and anvendelse af
visse farlige kemiske stoffer and produkter til specielt angivne formal. (The Danish
Environmental Protection Agency’s regulation no.1047 of 17 December 1997 on limitation of sale
and use of certain harmful chemical substances and products for specially stated purposes.)







	5.	 	Miljøstyrelsens bek. nr. 692 af 22. september 1998 om forbud mod salg and eksport af kviksølv
and kviksølvholdige produkter. ((The Danish Environmental Protection Agency’s regulation no.
692 of 22 September 1998 on banned sale and export of mercury and mercurial products.)







	6.	 	Miljøministeriets bek. nr. 925 af 13. december 1998 om PCB, PCT and erstatningsstoffer
herfor. (The Danish Ministry of the Environment’s regulation no. 925 of 13 December 1998 on
PCB, PCT and substitute substances.)







	7.	 	Miljø- and Energiministeriets bek. nr. 1044 af 16. december 1999 om visse batterier and
akkumulatorer, der indeholder farlige stoffer. (The Danish Ministry of Environment and
Energy’s regulation no.1044 of 16 December 1999 on certain batteries and accumulators that
contain harmful substances.)







	8.	 	Miljø- and Energiministeriets bek. nr. 1012 af 13. november 2000 om forbud mod import and
salg af produkter, der indeholder bly. (The Danish Ministry of Environment and Energy’s
regulation no. 1012 of 13 November 2000 on banned import and sale of plumbiferous products.)







	9.	 	Miljø- and Energiministeriets bek. nr. 243 af 19. april 2002 om visse ozonlagsnedbrydende
stoffer. (The Danish Ministry of Environment and Energy’s regulation no. 243 of 19 April 2002
on certain ozone layer degradable substances.)







	10.	 	Miljøstyrelsens orientering nr. 9/2000: Listen over uønskede stoffer. (Newsletter no. 9/2000
about inventory of undesirable chemical substances from the Danish Environmental Protection
Agency.)







	11.	 	Vejledning fra Miljøstyrelsen nr. 2/2002: B-værdivejledningen. (Instruction from Danish
Environmental Protection Agency no. 2/2002: the B-value instruction.)







	12.	 	EUROPA-PARLAMENTETS AND RÅDETS DIREKTIV 2002/95/EF af 27. januar 2003 om begrænsning af
anvendelsen af visse farlige stoffer i elektrisk and elektronisk udstyr. The European
Parlament and Council’s regulation 2002/95/EF of 27 January 2003 on limitation of the use of
certain harmful substances in electric and electronic equipment.)




 


 









 





			
	 	 	 
	Trade Agreement between
	 	Page 33 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07












Appendix H




NON DISCLOSURE AGREEMENT




by and between




Vestas Wind Systems A/S, Alsvej 21, DK-8900 Randers, Denmark (hereinafter
VESTAS)




and




ZOLTEK Companies Inc., 3101 McKelvey Rd.

St. Louis, Missouri 63044 (hereinafter ZOLTEK)

(jointly called the Parties in plural or Party in singular)




RECITALS





	A.	 	VESTAS is the manufacturer and supplier of wind turbine generators

	 
	B.	 	ZOLTEK is a manufacturer and/or supplier of Carbon Fiber Materials suitable for WTG
applications.






NOW THEREFORE in consideration of the rights and obligations herein set forth the Parties agree as
follows:




	1.	 	PURPOSE

	 
	 	 	The purpose of this Agreement is to set forth the rights and obligations of the Parties with
respect to the use, handling, protection, and safeguarding of Proprietary Information which
is disclosed by and between the Parties in connection with ZOLTEK becoming a strategic
partner and single source supplier of Carbon Fiber products to Vestas







	2.	 	DEFINITION

	 
	 	 	Proprietary Information is defined as technical data, know-how, and other information
whether or not reduced to writing, including but not limited to: concepts, descriptions,
drawings, samples, compositions, visual demonstrations, oral discussions, sensitive business
and financial information, and computer software.




 


 









 





			
	 	 	 
	Trade Agreement between
	 	Page 34 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07













	3.	 	LIMITATIONS ON USE AND DISCLOSURE OF PROPRIETARY INFORMATION







	 	a)	 	Proprietary Information will not be used in whole or in part for any purpose
other than the purpose specified in this Agreement without the prior written consent of
the disclosing Party.

	 
	 	b)	 	Proprietary Information shall neither be disclosed nor caused to be disclosed
whether directly or indirectly to any third party or persons including any employees,
directors, and officers of the recipient Party, excepting only those employees,
directors and officers who have a need to know and whose knowledge is necessary to
implement the purposes and activities set forth herein.

	 
	 	c)	 	The recipient Party shall not undertake any qualitative or quantitative
analysis, reverse engineering or replication of any products containing Proprietary
Information unless specifically authorized to do so by the disclosing Party.







	4.	 	STANDARD OF CARE







The Parties agree to protect the confidentiality of the Proprietary Information by the use
of the same degree of care that each Party uses to protect its own Proprietary Information
and to retain and not to remove any Proprietary Information stamps or marking appearing on
such Proprietary Information.




	5.	 	CONTACT







Each Party shall designate in writing one or more individuals within its organization as the
only point of contact for receiving Proprietary Information.




	6.	 	EXCEPTIONS TO THE STANDARD OF CARE







The obligations with respect to handling Proprietary Information set forth in this Agreement
are not applicable to any information which:




	 	a)	 	the recipient Party can show by written record to have been in its possession
at the time of transmittal or to have been subsequently independently developed by
employees who have not had access to Proprietary Information, or

	 
	 	b)	 	is or becomes publicly known through no wrongful act of the recipients, or

	 
	 	c)	 	is rightfully received from a third party without similar restrictions and
without breach of this Agreement, or

	 
	 	d)	 	is disclosed to any government body or other authority pursuant to a lawful
requirement of such body or authority or as required by law or

	 
	 	e)	 	is approved for release or use by written authorization of the disclosing
Party.







	7.	 	RESPONSIBILITY 







The recipient Party will be responsible for any breach of confidentiality or any misuse of
the Proprietary Information by any recipient related parties or any other party to whom the
recipient Party discloses the Proprietary Information.




	8.	 	TERM AND TERMINATION

	 
	8.1	 	This Agreement will be in force from the date of signing this Agreement and as long as the
cooperation between the Parties will continue, but at least for a period of twenty-four (24)
months.





 


 









 





			
	 	 	 
	Trade Agreement between
	 	Page 35 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07







	8.2	 	After the termination of this Agreement in accordance with the provisions of subarticle 8.1,
the recipient Party shall not be relieved of the obligations imposed by Article 3, and 4 above with respect to Proprietary Information. Those obligations shall continue until the
expiration of three (3) years from the last receipt of Proprietary Information.







	9.	 	RETURN OF PROPRIETARY INFORMATION

	 
	9.1	 	Within thirty (30) days of termination of this Agreement, the recipient Party shall return
all Proprietary Information disclosed hereunder and all copies thereof.

	 
	9.2	 	Upon written request by one Party, the other Party shall provide a signed, dated receipt
which itemizes the Proprietary Information transmitted or received hereunder.







	10.	 	WARRANTY







This Agreement does not grant any warranty, guarantee, or representation with respect to any
exchanged Proprietary Information, or its merchantability or fitness for a particular
purpose or function, either express or implied. Neither Party shall be liable in damages of
whatever kind as a result of the other Party’s reliance or use of the information provided
hereunder.




	11.	 	LIQUIDATED DAMAGES







In the event of any breach of the recipient Party’s obligations under this Agreement, he
shall pay to the disclosing Party DKK 1.000.000,00 as liquidated damages.

The Parties acknowledge and agree that the liquidated damages represent a genuine
pre-estimate of the likely losses the disclosing Party will suffer in respect of any breach
of the recipient Party’s obligations under this Agreement and that the liquidated damages is
not a penalty. The recipient Party agrees that his acknowledgement may be pleaded as a
defence by the disclosing Party to any claim by the recipient Party that the disclosing
Party is not entitled to liquidated damages under this clause.




	12.	 	APPLICABLE LAW AND VENUE







This Agreement shall be construed by the laws of Denmark. The Parties submit to the
jurisdiction of the Danish courts Sø- og Handelsretten i København, Denmark in respect of
any dispute arising out of or relating to this Agreement.




	13.	 	ENFORCEABILITY







	 	a)	 	The provisions of this Agreement shall be enforceable notwithstanding the
existence of any claim or cause of action of one Party against the other, whether
predicated upon this Agreement or otherwise.

	 
	 	b)	 	If any provision of this Agreement is held unenforceable by a court of
competent jurisdiction, then such provision will be enforced to the fullest extent
possible and the remainder of the Agreement will continue in full force and effect.







	14.	 	ENTIRE UNDERSTANDING

	 
	14.1	 	This Agreement contains the entire understanding between the Parties, superseding all prior
communications, agreements, and understandings between the Parties with respect to the purpose
of this Agreement.







	14.2	 	No delay or failure to take any action hereunder will constitute a waiver unless expressly
waived in writing, signed by the Party charged with such waiver, and no single waiver will
constitute a continuing or subsequent waiver.




 


 









 





			
	 	 	 
	Trade Agreement between
	 	Page 36 of 36
	Vestas Wind Systems A/S, DK and ZOLTEK
	 	Date: 22-05-07













	14.3	 	No change, modification, alteration or addition to any provision of this Agreement shall be
binding unless in writing and signed by an authorized representative of each Party.






	 	 	 	 	 	 	 	 	 
	Vestas Wind Systems A/S	 	 	 	ZOLTEK
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Ole Kristensen
	 	 	 	By:
	 	/s/ Tim McCarthy
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: Ole Kristensen
	 	 	 	 	 	Name: Tim McCarthy
	 

	 	Title: Vice President
	 	 	 	 	 	Title: Vice President
	 
	 	 	 	 	 	 	 	 
	Place: Lem St.	 	 	 	Place: St. Louis
	 
	 	 	 	 	 	 	 	 
	Date: 22 May, 2007	 	 	 	Date: 29/05/07