EX-10.3








Exhibit 10.3



-1-









Transacted




in Frankfurt am Main, this 4th day of September, 2009.




Before me, the undersigning

Dr. Karl-Heinz Schmiegelt,

civil law notary

with offices in Frankfurt/Main



who was asked to notarise this deed in the premises of Hengeler Mueller, Bockenheimer Landstraße
24, 60323 Frankfurt/Main



appeared today:





	1.	 	Mr. Christian Leisinger, born 26 April 1980, with business address at Hengeler Mueller,
Bockenheimer Landstraße 24, 60323 Frankfurt/Main.
	 
	 	 	Deponent No. 1 stated that in the following he would not act for himself but in the name and
on behalf of






	 	a)	 	FIRST SOLAR, INC., a corporation organised under the laws of Delaware, United
States of America, having its at business address at 350 West Washington Street, Suite
600, Tempe, Arizona 85281, United States of America,
	 
	 	 	 	acting based upon a power of attorney dated 17 August 2009 and a delegated power of
attorney dated 4 September 2009, certified copies of which shall be attached hereto as
appendices A.a.1 and A.a.2
	 
	 	b)	 	FIRST SOLAR HOLDINGS GMBH, a limited liability company (Gesellschaft mit
beschränkter Haftung) organised under the laws of the Federal Republic of Germany,
registered in the commercial register (Handelsregister) of the local court (Amtsgericht)
of Mainz, Germany, under registration number HRB 40090,
	 
	 	 	 	acting based upon a power of attorney dated 17 August 2009 and a delegated power of
attorney dated 4 September 2009, certified copies of which shall be attached hereto as
appendices A.b.1 and A.b.2.










 



-2-








	 	 	 	Based upon an inspection as of 3 September of folio HRB 40090 of the commercial register
at the local court (Amtsgericht) of Mainz, the acting notary hereby certifies in
accordance with sec. 21 of the German Federal Ordinance for Notaries
(Bundesnotarordnung) that Mr, David Brady, being an authorised signatory (Prokurist) of
First Solar Holdings GmbH, is authorised to bind the company by his sole signature.






	2.	 	Mr. Jens Gölz, born 12 September 1978, with business address at Allen & Overy LLP, Taunustor
2, 60311 Taunustor 2.
	 
	 	 	Deponent No. 2 stated that in the following he would not act for himself but in the name and
on behalf of
	 
	 	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association organised under the laws of
the United States with its main office at 1111 Polaris Parkway, Columbus, Ohio 43240, U.S.A.
acting through its London Branch, at 125 London Wall, London EC2Y 5AJ,
	 
	 	 	acting based upon a power of attorney dated 10 August 2009, a faxed copy of which is attached
hereto as appendix B.




In the case a certified copy of the power of attorney is attached to this deed, the original was
presented to the notary. In the case only a faxed copy is attached, originals shall be provided to
the notary in due course. Certified copies thereof shall be sealed to the present deed.



The proxies do not assume any liability as to the validity or the scope of the powers of attorney
presented. The notary advised the deponents that he is obliged to verify the powers of
representation of the deponents and to examine the documents presented with respect to a proof of
such powers. After a discussion of the documentation presented today and promised to be submitted
in due course, the deponents declared that they did not wish any further proof of their power of
representation and asked the notary to continue with the notarisation.



Both deponents identified themselves to the notary by submission of valid official identification
documents.



The notary asked the deponents regarding a prior involvement according to sec. 3 para. 1 sent. 1
no. 7 of the German Notarisation Act (Beurkundungsgesetz). After having been instructed by the
notary the deponents and the notary answered this question in the negative.



The deponents requested the notary to notarise this deed in the English language for the
convenience of the parties represented by them and confirmed that they are in adequate command of
the English language. The notary declared that he is in adequate command of the English language as
well.



The deponents, acting as aforesaid, then requested the notary to notarise the




Share Pledge Agreements



attached to this deed as appendices 1 to 4 with their respective schedules. These Share Pledge
Agreements with the exclusion of their tables of contents form an integral part of this deed.



All approvals, consents and similar declarations that may still be required shall take effect for
and against all parties upon receipt by the officiating notary.



The notary advised the deponents










 



-3-





	•	 	that the pledge is a security instrument of strictly accessory nature (i.e. that it comes
into legal existence only if, to the extent that, and as long as, the underlying secured
claims do in fact exist, and that the owners of the secured claims and the pledgees must be
identical);
	 
	•	 	that if the underlying secured claims are novated this will cause the pledge to lapse by
operation of law in relation to such novated claims;
	 
	•	 	that the articles of association may impose restrictions on a transfer or pledge of shares;
	 
	•	 	that there is no bona fide creation, acquisition nor ranking of a pledge of
shares/interests (i.e. the pledgees are not protected if the shares purported to be pledged
do not exist, have been previously transferred to a third party or have been previously
encumbered for the benefit of a third party) if not otherwise provided for in sec. 16 para.3
German Limited Liability Companies Act (Gesetz betreffend die Gesellschaft mit beschränkter
Haftung)
	 
	•	 	that the parties hereto are, by operation of law, jointly and severally liable with respect
to the payment of all notarial fees, irrespective of any internal agreement passed in that
respect.




This deed with appendices 1 to 4 including their respective schedules but excluding their table of
contents was read aloud by the notary to the deponents, was approved by the deponents and was
signed by the deponents and the notary in their own hands as follows:










 



 




APPENDIX 1




SHARE PLEDGE AGREEMENT

(VERPFÄNDUNG VON GESCHÄFTSANTEILEN)




IN RELATION TO 66% OF THE SHARES IN FIRST SOLAR HOLDINGS GMBH




4 SEPTEMBER 2009




between




FIRST SOLAR, INC.

as Pledgor




and




JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

as Administrative Agent










 



 


CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Clause	 	 	 	 	 	 
	 
	 
	1.
	 	Interpretation	 	 	1	 
	2.
	 	Pledge	 	 	6	 
	3.
	 	Independent Pledges	 	 	6	 
	4.
	 	Purpose of the Pledges	 	 	6	 
	5.
	 	Dividends and other payment claims	 	 	7	 
	6.
	 	Exercise of voting rights	 	 	7	 
	7.
	 	Enforcement of the Pledges	 	 	8	 
	8.
	 	No defences or recourse	 	 	9	 
	9.
	 	Representations and warranties	 	 	10	 
	10.
	 	Undertakings	 	 	11	 
	11.
	 	Release	 	 	12	 
	12.
	 	Indemnity	 	 	13	 
	13.
	 	Duration and independence	 	 	13	 
	14.
	 	Costs and expenses	 	 	14	 
	15.
	 	Partial invalidity; Waiver	 	 	14	 
	16.
	 	Amendments	 	 	14	 
	17.
	 	Successors, assignments and transfers	 	 	14	 
	18.
	 	Notices and their language	 	 	15	 
	19.
	 	Applicable law; Jurisdiction	 	 	15	 
	20.
	 	Notification	 	 	15	 
	 
	 	 	 	 	 	 
	Schedules	 	 	 	 
	 
	 	 	 	 	 	 
	1.
	 	Original Lenders	 	 	16	 
	2.
	 	Original Obligors	 	 	17	 
	3.
	 	Addresses for notices	 	 	18	 












 



 


THIS SHARE PLEDGE AGREEMENT (the Agreement) is made on 4 September 2009




BETWEEN:





	(1)	 	FIRST SOLAR, INC., a corporation organised under the laws of Delaware, United States of
America, having its at business address at 350 West Washington Street, Suite 600, Tempe,
Arizona 85281, United States of America as pledgor
	 
	 	 	(the Pledgor)
	 
	 	 	on one side; and
	 
	(2)	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association organised under the laws of
the United States with its main office at 1111 Polaris Parkway, Columbus, Ohio 43240, U.S.A.
acting through its London Branch, at 125 London Wall, London EC2Y 5AJ as administrative agent
(the Administrative Agent).





WHEREAS:





	(A)	 	The Original Lenders (as defined below) have agreed to make available to the Borrowers (as
defined below) certain revolving credit facilities and certain letters of credit on the terms
of and subject to the Credit Agreement (as defined below).
	 
	(B)	 	It is a condition to the Original Lenders (as defined below) making the credit facilities
available to the Borrowers (as defined below) that the Pledgor enters into this Agreement.





IT IS AGREED as follows:





	1.	 	INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this Agreement:
	 
	 	 	Additional Domestic Borrower means a company which becomes a borrower under the Credit
Agreement after the date of the Credit Agreement that is organised under the laws of any
jurisdiction within the United States of America.
	 
	 	 	Additional Domestic Guarantor means a company which becomes a guarantor under the Credit
Agreement after the date of the Credit Agreement that is organised under the laws of any
jurisdiction within the United States of America.
	 
	 	 	Additional Foreign Borrower means a company which becomes a borrower under the Credit
Agreement after the date of the Credit Agreement that is not an Additional Domestic
Borrower.
	 
	 	 	Additional Foreign Guarantor means a company which becomes a guarantor under the Credit
Agreement after the date of the Credit Agreement that is not an Additional Domestic
Borrower.
	 
	 	 	Agent means:






	 	(a)	 	the Syndication Agent;
	 
	 	(b)	 	the Documentation Agent; and










 



 


	 	(c)	 	the Administrative Agent.






Ancillary Rights means:




	 	(a)	 	dividends, if any, payable on the Pledged Shares;
	 
	 	(b)	 	liquidation proceeds (Liquidationserlöse), consideration for redemption
(Einziehungsentgelt), repaid capital in case of a capital decrease
(Kapitalherabsetzung), any compensation in case of termination (Kündigung) and/or
withdrawal (Austritt) of a shareholder of the Pledged Company, the surplus in case of
surrender (Preisgabe) and all other pecuniary claims associated with the Pledged
Shares; and
	 
	 	(c)	 	the right to subscribe for 66% of newly issued shares.






Assignment and Assumption Agreement means the assignment and assumption agreement, pursuant
to which a Lender as assignor sells and assigns to a person as assignee , inter alia, any or
all of the assignor’s rights and obligations in its capacity as a lender under the Credit
Agreement.




Borrower means any Domestic Borrower and any Foreign Borrower.




Business Day means a day (other than a Saturday or Sunday) on which banks are open for
general business in Frankfurt am Main, Germany.




Company means First Solar, Inc., a corporation organised under the laws of Delaware, United
States of America, having its business address at 350 West Washington Street, Suite 600,
Tempe, Arizona 85281, United States of America.




Credit Agreement means the New York law governed credit agreement dated on or about the
date of this Agreement between the Company and the Original Foreign Borrowers on one side
and, inter alia, the Administrative Agent and the Original Lenders together with each New
Lender Supplement, and Assignment and Assumption Agreement relating thereto and any and each
other agreement or instrument amending, modifying, extending, restating or supplementing it
from time to time providing for an approximately $300,000,000 facility and an up to
$100,000,000 Incremental Facility.




Documentation Agent means The Royal Bank of Scotland plc.




Dollar or $ means the lawful currency of the United States of America.




Domestic Borrower means the Company and any Additional Domestic Borrower.




Domestic Guarantor means any Original Domestic Guarantor and any Additional Domestic
Guarantor.




Euro, EUR or € means the single currency of the participating member states of the European
Union.




Event of Default means an event (i) in which the commitments under the Credit Agreement will
automatically immediately terminate and the amounts outstanding are immediately due and
payable (ii) which would entitle the Administrative Agent (A) to, inter alia, prematurely
terminate all or part of the total commitments under the Credit Agreement and/or (B) to
declare that all or part of the amounts outstanding under the Credit Agreement are
immediately due and payable or payable on









 



 



demand provided that any requirement for the giving of notice, the lapse of time or both has
been satisfied.




Foreign Borrower means any Original Foreign Borrower and any Additional Foreign Borrower.




Foreign Guarantor means any Original Foreign Guarantor and any Additional Foreign Guarantor.




Future Pledgee means any person or entity replacing the Administrative Agent in its function
as administrative agent under the Credit Agreement.




Group means the Company and its Subsidiaries from time to time.




Guarantee and Collateral Agreement means the guarantee and collateral agreement dated on or
about the date of this Agreement made between, inter alia, First Solar, Inc. and certain of
its Subsidiaries in favour of the Administrative Agent which will be attached as “Exhibit A”
to the Credit Agreement.




Guarantor means any Domestic Guarantor and any Foreign Guarantor.




Incremental Facility means any additional revolving loan provided either




	 	(i)	 	by a person that already is a lender under the Credit Agreement
(defined as “increasing lender” therein) after having accepted an increase of
its revolving commitment; or
	 
	 	(ii)	 	by an assuming lender becoming a new lender under the Credit
Agreement (defined as “assuming lender” therein) after having signed a New
Lender Supplement,






provided that the aggregate amount of the aggregate revolving loans will in no event exceed
$400,000,000.




Issuing Lender means the Original Issuing Lender and any other lender that has agreed in its
sole discretion to issue a letter of credit to any Borrower or any other borrowing
Subsidiary in connection with the Credit Agreement.




Lender means an Original Lender and any person which becomes a lender under the Credit
Agreement, including without limitation an assuming lender of an Incremental Facility, after
the date of this Agreement, unless, in each case, such person has ceased to be a lender
under the Credit Agreement.




Letter of Credit means any letter of credit issued or to be issued under the Credit
Agreement, as such letter of credit may be amended, modified, restated, extended, renewed,
increased, replaced or supplemented from time to time.




Loan Document means




(a) the Credit Agreement;




(b) each Security Document;




(c) any Note; and




(d) any other document designated as such by the Administrative Agent and the Company.









 



 



New Lender Supplement means a supplement to the Credit Agreement pursuant to which an
assuming lender will become a party to the Credit Agreement with a revolving commitment in
an amount agreed by such assuming lender.




Note means any promissory note evidencing loans in accordance with the terms of the Credit
Agreement, that may be amended, modified, supplemented, extended, renewed or replaced from
time to time.




Obligor means a Borrower and/or a Guarantor.




Original Domestic Guarantors means each of the Subsidiaries of the Company listed in
Schedule 2 under the section “Original Domestic Guarantors”.




Original Foreign Borrower means each of the Subsidiaries of the Company listed in Schedule 2
under the section “Original Foreign Borrowers”.




Original Foreign Guarantor means each of the Subsidiaries of the Company listed in Schedule
2 under the section “Original Foreign Guarantors”.




Original Issuing Lender means JPMorgan Chase Bank, N.A..




Original Lender means each of the financial institutions set out in Schedule 1 hereto in its
capacity as original lender to the Company and the Original Foreign Borrowers.




Original Pledgees means the Administrative Agent.




Parties means the Pledgor, the Administrative Agent and the Pledgees.




Person means an individual, partnership, corporation, limited liability company, business
trust, joint stock company, trust, unincorporated association, joint venture, any
governmental authority or other entity of whatever nature.




Pledged Company means First Solar Holdings GmbH, a limited liability company (Gesellschaft
mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany,
registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of
Mainz, Germany, under registration number HRB 40090.




Pledges means any and all pledges constituted pursuant to Clause 2.2 (a) of this Agreement.




Pledgees means the Administrative Agent and any Future Pledgee.




Pledged Shares shall have the meaning ascribed to it in Clause 2.1 (b) below.




Remaining Share shall have the meaning ascribed to it in Clause 2.1 (b) below.




Secured Claims means all present and future rights and claims (Ansprüche) (whether actual or
contingent and whether owned jointly or severally or in any other capacity whatsoever)
(including claims from unjust enrichment (ungerechtfertige Bereicherung) and tort (Delikt))
of any of the Secured Parties against the Company, any Additional Domestic Borrower and any
Additional Domestic Guarantor under or in connection with the Loan Documents (or any of
them) or any Letter of Credit, each as amended, varied, supplemented or novated from time to
time, including without limitation, any increase of principal or interest, in each case
together with all interest, costs, charges and expenses incurred by any Secured Party in
connection with the protection and preservation or enforcement of its respective rights
under the Loan Documents or any Letter of Credit.









 



 



Secured Party means an Agent, the Lenders and any affiliate of any Lender to which any
obligations under any Loan Document or under any Specified Swap Agreements are owed by any
member of the Group, any Issuing Lender and any Swap Counterparty.




Security means any and all collateral granted with a view to securing the Secured Claims.




Security Document means




	 	(a)	 	the Guarantee and Collateral Agreement; and
	 
	 	(b)	 	any other document evidencing or creating collateral over any asset of an
Obligor to secure any obligation of an Obligor under or in connection with, inter alia,
the Credit Agreement.






Shares means the shares in the Pledged Company as set forth in Clause 2.1(b) (Pledged
Shares) hereof.




Specified Swap Agreement means any Swap Agreement entered into by the Company or any
Guarantor and any lender or any affiliate of a lender in connection with the Credit
Agreement.




Subsidiary means as to any Person, a corporation, partnership, limited liability company or
other entity of which shares of stock or other ownership interests having ordinary voting
power (other than stock or such other ownership interests having such power only by reason
of the happening of a contingency) to elect a majority of the board of directors or other
managers of such corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through one or more
intermediaries, or both, by such Person. And unless otherwise qualified, all references to a
“Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or
Subsidiaries of the Company.an entity of which a person owns directly or indirectly more
than 50 percent (50%) of the voting capital or similar right of ownership.




Swap Agreement means any agreement with respect to any swap, forward, future or derivative
transaction or option or similar agreement involving, or settled by reference to, one or
more rates, currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value or
any similar transaction or any combination of these transactions; except for any phantom
stock or similar plan providing for payments only on account of services provided by current
or former directors, officers, employees or consultants of the Company or any of its
Subsidiaries.




Swap Counterparty means any person or entity providing a Specified Swap Agreement.




Syndication Agent means Credit Suisse, Cayman Islands Branch.




	1.2	 	Where the context so admits, the singular includes the plural and vice versa.
	 
	1.3	 	The headings in this Agreement are for convenience only and are to be ignored in construing
this Agreement.
	 
	1.4	 	Any reference in this Agreement to a defined document is a reference to that defined document
as amended, varied, supplemented or novated from time to time.
	 
	1.5	 	Any reference to a Party or other person (including any Obligor and any Secured Party)
includes its respective successor(s) in law (including any universal successor
(Gesamtrechtsnachfolger) of that person by way of merger (Verschmelzung), any other
reorganisation contemplated in the German Transformation Act (Umwandlungsgesetz) or










 



 


	 	 	otherwise) and any assign(s) and transferee(s) of that person and, to the extent legally
possible, any legal provision to the contrary is waived.






	2.	 	PLEDGE
	 
	2.1	 	Pledged Shares






	 	(a)	 	The Pledgor is at the date of this Agreement the sole shareholder of the
Pledged Company.
	 
	 	(b)	 	The total registered share capital (Stammkapital) of the Pledged Company
amounts to EUR 25,000 (in words: twenty five thousand euro). As result of a
shareholder’s resolution dated 3 August 2009, at present, there exist 25,000 shares
(each having a nominal amount of EUR 1) in the Pledged Company. The shares carrying the
numbers 2 to 16,501 amounting to EUR 16,500 (in words: sixteen thousand five hundred
Euro) are hereinafter referred to as the Pledged Shares. The shares carrying the
numbers 16,502 to 25,001 amounting to EUR 8,500 (in words: eight thousand five hundred
Euro) are hereinafter referred to as the Remaining Shares.
	 
	 	 	 	The Pledged Shares and the Remaining Shares are hereinafter referred to as the
Shares. At present, there are no other shares in the Pledged Company.
	 
	 	(c)	 	The Pledged Shares are fully paid up. As at the date hereof, there is no
obligation for the Pledgor to make additional contributions to the Pledged Company.






	2.2	 	Constitution of Pledge






	 	(a)	 	The Pledgor hereby pledges the Pledged Shares and any and all Ancillary Rights
pertaining thereto to each of the Original Pledgees and to each Future Pledgee for
their rateable and equally ranking interest as security.
	 
	 	(b)	 	Each of the Original Pledgees hereby accepts the Pledges. In addition the
Administrative Agent accepts the Pledges for and on behalf of each Future Pledgee
hereunder as proxy without power of attorney (Vertreter ohne Vertretungsmacht). Each
Future Pledgee ratifies and confirms such acceptance so made by the Administrative
Agent on its behalf by accepting the transfer or assignment of any Secured Claim and/or
by becoming a party to a Loan Document, thereby becoming a Pledgee. All Parties confirm
that the validity of any of the Pledges constituted hereunder is not affected by the
Administrative Agent acting as proxy without power of attorney for any Future Pledgee.
For the avoidance of doubt, the Parties agree that nothing in this Agreement shall
exclude a transfer of all or part of the Pledges by operation of law.






	3.	 	INDEPENDENT PLEDGES
	 
	 	 	The validity and effect of each of the Pledges shall be independent from the validity and
the effect of any of the other Pledges created hereunder. The Pledges to each of the
Pledgees shall be separate and individual pledges. Each of the Pledges shall rank pari passu
to each other Pledge created hereunder.
	 
	4.	 	PURPOSE OF THE PLEDGES
	 
	 	 	The Pledges are constituted in order to secure the full and irrevocable satisfaction and
discharge of any and all Secured Claims.










 



 


	 	 	The Parties hereby expressly agree that the provisions of section 1210 para 1 sentence 2 of
the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement and the
Pledges.






	5.	 	DIVIDENDS AND OTHER PAYMENT CLAIMS
	 
	5.1	 	Entitlement to receive dividend payments and to exercise other Ancillary Rights
	 
	 	 	Notwithstanding that the dividends and the other Ancillary Rights are pledged pursuant to
this Agreement, the Pledgor shall be entitled to (i) receive and retain all dividend
payments and all other payments in respect of the Pledged Shares and (ii) receive, retain
and exercise all other Ancillary Rights, unless an Event of Default has occurred, is
continuing and the Administrative Agent would be entitled to enforce any of the Pledges
pursuant to Clause 7 of this Agreement.
	 
	5.2	 	Pledgees’ rights
	 
	 	 	Notwithstanding Clause 5.1 (Entitlement to receive dividend payments) above:






	 	(a)	 	dividends paid or payable other than in cash and other property received,
receivable or otherwise distributed in respect of or in exchange for the Pledged
Shares;
	 
	 	(b)	 	dividends or other distributions paid or payable in cash in respect of the
Pledged Shares in connection with (i) the partial or total liquidation; (ii)
dissolution; or (iii) in connection with the reduction of capital
(Kapitalherabsetzung); and
	 
	 	(c)	 	cash paid, payable or otherwise distributed in respect of principal of, or in
redemption of, or in exchange for the Pledged Shares,






	 	 	shall be made available and shall forthwith be delivered to the Administrative Agent for
itself and for the Pledgees to be held as security for the Secured Claims and shall, if
received by the Pledgor, be received as holder for the Pledgees and segregated from the
other property or funds of the Pledgor and be forthwith delivered to the Administrative
Agent for itself and for the Pledgees as security for the Secured Claims in the same form as
so received (with any necessary endorsement). Any further reaching obligations of the
Pledged Company and/or the Pledgor in respect of the use of profits and/or dividends shall
not be affected by this Clause 5.2.
	 
	6.	 	EXERCISE OF VOTING RIGHTS
	 
	6.1	 	Voting Rights
	 
	 	 	The voting rights resulting from the Pledged Shares remain with the Pledgor. The Pledgor,
however, shall at all times until the full and irrevocable satisfaction and discharge of all
Secured Claims or the release of the Pledges be required, in exercising its voting rights,
to act in good faith to ensure that the existence, validity or enforceability of the Pledges
is not adversely affected.
	 
	6.2	 	Impairment
	 
	 	 	The Pledgor shall not take, or participate in, any action which can be reasonably be
expected to impair or to be for any other reason inconsistent with, the security interest of
the Pledgees or the security purpose as described in Clause 4 (Purpose of the Pledges)
hereof or to defeat, impair or circumvent the rights of the Pledgees hereunder.










 



 








	6.3	 	Information by the Pledgor
	 
	 	 	The Pledgor shall inform the Administrative Agent promptly (unverzüglich) of all other
actions concerning the Pledged Company which could be reasonably expected to materially
adversely affect the Pledges (or any part thereof). In particular, the Pledgor shall notify
the Administrative Agent forthwith of:






	 	(a)	 	any shareholders’ meeting at which a resolution is intended to be adopted which
could have a material adverse effect upon the Pledges. In any event, the Pledgor shall
procure that the Administrative Agent will upon request promptly (unverzüglich)
receive, as soon as they are available, a copy of the convocation notice for such
ordinary or extraordinary shareholders’ meeting setting forth the agenda and all
applications and decisions to be taken, and the minutes of any such shareholders’
meeting; and
	 
	 	(b)	 	any resolution which is intended to be adopted outside a shareholders’ meeting
and which could have a material adverse effect upon the Pledges and provide to the
Administrative Agent a draft of any such resolution. In any event, the Administrative
Agent shall upon request promptly (unverzüglich) receive, as soon as it is available, a
copy of any such resolution.






	7.	 	ENFORCEMENT OF THE PLEDGES
	 
	7.1	 	Pledgees’ rights
	 
	(a)	 	At any time after the occurrence and during the continuation of an Event of Default if, in
addition, the requirements set forth in sections 1273, 1204 et seq. of the German Civil Code
(Bürgerliches Gesetzbuch) with regard to the enforcement of pledges are met (Pfandreife), the
Pledgees (or any of them) acting through the Administrative Agent shall be entitled to enforce
the Pledges (or any part thereof) by way of public auction (öffentliche Versteigerung) and/or
in any other way permitted under German law, in all cases notwithstanding section 1277 of the
German Civil Code without any enforceable judgment or other instrument (vollstreckbarer
Titel).
	 
	(b)	 	The Pledgees (or any of them) acting through the Administrative Agent shall notify the
Pledgor of the intention to realise the Pledges (or any part thereof) not less than 1 (one)
week before the date on which the Pledges (or any such part thereof) are intended to be
enforced. Such notice period is not necessary if (i) the Pledgor has generally ceased to make
payments, (ii) an application for the commencement of insolvency proceedings over the assets
of the Pledgor is filed (and not withdrawn) by the Pledgor or by any third person and, in the
latter case, it is not without delay established to the satisfaction of the Pledgees that the
application is obviously frivolous or (iii) the observance of such notice period can
reasonably be expected to adversely affect the enforceability of the Pledges (or any part
thereof). The Pledgor hereby expressly agrees that 1 (one) week’s prior written notice to it
of the place and time of any public auction held in accordance with Clause 7.1 (a) (Pledgees’
rights) above shall be sufficient. Such public auction may be held at any place in the Federal
Republic of Germany which will be determined by the Administrative Agent.
	 
	(c)	 	If the Administrative Agent seeks to enforce the Pledges (or any part thereof) pursuant to,
and in accordance with Clause 7.1(a) (Pledgees’ Rights) above, the Pledgor shall, at its own
expense, render forthwith all assistance necessary in order to facilitate the prompt
realisation of the Pledged Shares (or any of them) and/or the exercise by the Pledgees (or any
of them) acting through the Administrative Agent of any other right a Pledgee may have
pursuant to this Agreement or statutory German law.










 



 


	(d)	 	In case of an enforcement of the Pledges or if the Pledgor pays or repays any of the Secured
Claims owed by any other Obligor, section 1225 of the German Civil Code (Bürgerliches
Gesetzbuch) (Legal subrogation of claims to a pledgor (Forderungsübergang auf den Verpfänder))
shall not apply and no rights or claims of the Pledgees shall pass to the Pledgor until the
full and irrevocable satisfaction and discharge of all Secured Claims.
	 
	(e)	 	The Pledgees (or any of them) acting through Administrative Agent may determine which part of
the Security, if applicable, shall be used to satisfy the Secured Claims.






	7.2	 	Dividends
	 
	 	 	Provided that the requirements for enforcement referred to under Clause 7.1(a) (Pledgees’
Rights) above are met and an enforcement notice has been served in accordance with Clause
7.1 (b), all dividends and all other payments based on similar ancillary rights attributed
to the Pledged Shares may be applied by the Pledgees in satisfaction in whole or in part of
the Secured Claims notwithstanding a Pledgee’s right to treat such payments as additional
collateral. Any such payments which are made to the Pledgor after the time the Pledges have
become enforceable must be paid to the Administrative Agent.
	 
	7.3	 	Voting rights
	 
	 	 	Even if the requirements for enforcement referred to under Clause 7.1(a) (Pledgees’ Rights)
above are met, the Administrative Agent shall not, whether as proxy or otherwise, be
entitled to exercise the voting rights attached to the Pledged Shares for itself or on
behalf of any of the Pledgees. However, the Pledgor shall, upon the occurrence of an event
which gives the Pledgees the right to enforce the Pledges (or any part thereof) pursuant to
Clause 7.1, have the obligations and the Pledgees shall have the rights set forth in Clause
6.3 (Information by the Pledgor) of this Agreement regardless of which resolutions are
intended to be adopted.
	 
	7.4	 	Application of proceeds
	 
	(a)	 	The proceeds resulting from the enforcement of the Pledges (or any part thereof) shall be
applied by the Administrative Agent towards the satisfaction of the Secured Claims.
	 
	(b)	 	Until the full and irrevocable satisfaction and discharge of all Secured Claims, the Pledgees
shall be entitled to treat all enforcement proceeds, held by the Administrative Agent separate
from its assets on a separate trust account for the benefit of the Secured Parties and after
the full and irrevocable satisfaction and discharge for the benefit of the Pledgor, as
additional collateral for the Secured Claims, notwithstanding their right to seek satisfaction
from such proceeds at any time.
	 
	(c)	 	After the full and irrevocable satisfaction and discharge of all Secured Claims any remaining
proceeds resulting from the enforcement of the Pledges (or any part thereof) shall be
transferred to the Pledgor at the cost and expense of the Pledgor.










 



 








	8.	 	NO DEFENCES OR RECOURSE
	 
	8.1	 	The Pledgor hereby waives any rights of revocation (Anfechtbarkeit) and set-off
(Aufrechenbarkeit) it may have pursuant to sections 1211 and 770(1) and (2) of the German
Civil Code (Bürgerliches Gesetzbuch) save to the extent that the relevant Secured Claims can
be discharged by way of set off against counterclaims which are undisputed (unbestritten) or
ascertained by unappealable judgment (rechtskräftig festgestellt) and any defence of failure
to pursue remedies (Einrede der Vorausklage) it may have.
	 
	8.2	 	To the extent legally possible, the Pledgor hereby expressly waives the defences exercisable
by it pursuant to section 1211 para. 1 sentence 1 alternative 1 of the German Civil Code
(Bürgerliches Gesetzbuch) which the principal debtor of any Secured Claim has against any
Secured Claim (Einreden des Hauptschuldners). 
	 
	8.3	 	In addition to Clause 7.1(d) (Pledgees’ rights) of this Agreement, the Parties hereby agree
that until the full and irrevocable satisfaction and discharge of all Secured Claims no rights
and claims shall pass to or otherwise arise for the benefit of the Pledgor by subrogation
(gesetzlicher Übergang von Forderungen und Rechten) or otherwise, including any recourse
claims, indemnification claims, claims arising from unjust enrichment (ungerechtfertigte
Bereicherung) and any right to demand the assignment and/or transfer of any Secured Claim
and/or Security, against any Obligor, grantor of Security or Secured Party (as the case may
be) which it may (but for this Clause 8) acquire as a result of:






	 	(i)	 	a payment or repayment by the Pledgor of any debt of any other Obligor under
any of the Loan Documents; or
	 
	 	(ii)	 	in case of enforcement of the Pledges (or any part thereof).






	 	 	Until the full and irrevocable satisfaction and discharge of all Secured Claims, the Pledgor
furthermore undertakes not to exercise (pactum de non petendo), and not to purport to
exercise, any such rights and claims which may pass to it or otherwise arise for its benefit
notwithstanding this Clause 8 or would pass to it or otherwise arise for its benefit but for
this Clause 8.
	 
	 	 	The provisions under this Clause 8.3 shall not apply with regard to a recourse claim, if the
parties agreed to allow such recourse of the Pledgor against any of the other Parties
thereby taking at all times into account the terms of the Credit Agreement and any other
Loan Document.
	 
	9.	 	REPRESENTATIONS AND WARRANTIES
	 
	 	 	The Pledgor represents and warrants (selbständiges Garantieversprechen im Sinne von § 311
Bürgerliches Gesetzbuch) to the Pledgees that on the date of this Agreement:






	 	(a)	 	the Pledged Company is validly existing and is neither:






	 	(i)	 	unable to pay its debts when they fall due (zahlungsunfähig)
within the meaning of section 17 of the German Insolvency Code
(Insolvenzordnung); nor
	 
	 	(ii)	 	in a state of imminent inability to pay its debts when they fall
due (drohende Zahlungsunfähigkeit) within the meaning of section 18 of the
German Insolvency Code (Insolvenzordnung); nor
	 
	 	(iii)	 	over-indebted (überschuldet) within the meaning of section 19 of
the German Insolvency Code (Insolvenzordnung); nor










 



 








	 	(iv)	 	subject to any insolvency proceedings (Insolvenzverfahren) (or
other or similar proceedings under the laws of any other applicable
jurisdiction) or any refusal of opening insolvency proceedings for insufficiency
of assets (Abweisung mangels Masse) (within the meaning of section 26 of the
German Insolvency Code (Insolvenzordnung)); 






	 	(b)	 	the Shares are the only shares (Geschäftsanteile) in the Pledged Company in
existence at the date hereof;
	 
	 	(c)	 	the Pledgor is not subject to any restriction of any kind with regard to the
transfer of, or the granting of a pledge in, or any other disposal of, the Pledged
Shares, or with regard to the right to receive dividends on the Pledged Shares;

	 
	 	(d)	 	the Pledgor is the sole legal and beneficial owner of the Pledged Shares and
the Pledged Shares have not been transferred to or encumbered for the benefit of any
third person and are not subject to any other rights of third parties (including, but
not limited to, any pre-emption rights of third parties for shares in the Pledged
Company);
	 
	 	(e)	 	the Plegor is entitled to participate in the dividends of the Pledged Company
free of any and all in-rem rights of others;
	 
	 	(f)	 	the Shares are fully paid and there is no obligation for a shareholder to make
additional contributions (keine Nachschusspflicht); and
	 
	 	(g)	 	no litigation, arbitration or administrative proceedings, which could
reasonably be expected to have a material adverse effect, are presently in progress,
pending or threatened which restrain, or threaten to restrain, the Pledgor in respect
of the entry into, the performance of, or compliance with, any of its obligations
pursuant to this Agreement.






	10.	 	UNDERTAKINGS
	 
	10.1	 	General undertakings
	 
	 	 	The Pledgor undertakes:






	 	(a)	 	if any amount in excess of US$100,000 payable or security transferrable under
or in connection with this Agreement shall be or become evidenced by any authorisation,
approval, licence and consent such authorisation, approval, licence and consent shall
be promptly delivered to the Administrative Agent, duly indorsed in a manner
satisfactory to the Administrative Agent;
	 
	 	(b)	 	to maintain the security interest created by this Agreement as a perfected
security interest and to defend such security interest against the claims and demands
of all persons whomsoever subject to the rights of the Pledgor under the Loan Documents
to dispose of the Pledged Shares;
	 
	 	(c)	 	at any time and from time to time, upon the written request of the
Administrative Agent and at the sole expense of such Plegor, to promptly (unverzüglich)
and duly execute and deliver, and have recorded such further instruments and documents
and take such further actions as the Administrative Agent may reasonably request for
the purpose of obtaining or preserving the full benefits of this Agreement and of the
rights and powers herein granted, including, without limitation, execute one or more
collateral agreements (including assignments and 










 



 


	 	 	 	releases) to obtain or preserve the
security interest created by this Agreement in favour of the Administrative Agent and
the other Secured Parties






	 	(d)	 	to notify the Administrative Agent promptly (unverzüglich) of any change in the
shareholding in the Pledged Company or of any change in the shareholders’ agreement
(Gesellschaftsvertrag);
	 
	 	(e)	 	to inform the Administrative Agent promptly (unverzüglich) of any attachments
(Pfändung) regarding the Shares or any other measures which can reasonably be expected
to impair or jeopardise the Pledgees’ rights relating to the Pledged Shares. In the
event of an attachment, the Pledgor undertakes to forward to the Administrative Agent
promptly (unverzüglich) a copy of the attachment order (Pfändungsbeschluss), any third
party debt order (Überweisungsbeschluss) and all other documents necessary for a
defence against the attachment. The Pledgor shall inform the attaching creditor
promptly (unverzüglich) about the Pledgees’ security interests;
	 
	 	(f)	 	if and to the extent the Pledged Shares are not fully paid up at the date
hereof, to fully pay up the Pledged Shares promptly (unverzüglich) upon the execution
of this Agreement and to procure that there will be no obligation for a shareholder to
make additional contributions;
	 
	 	(g)	 	not to create or permit to subsist any encumbrance over all or any of the
Pledged Shares or any interest therein or otherwise sell, transfer or dispose of the
whole or any part of the Pledged Shares or any interest therein;
	 
	 	(h)	 	to refrain from any acts or omissions which can reasonably be expected have an
adverse effect on the validity or enforceability of the Pledges (or any part thereof);
and
	 
	 	(i)	 	with regard to any and all shares in the capital of the Pledged Company issued
in addition to the Shares in what ever nominal value which the Pledgor may acquire or
receive otherwise in future in the event of an increase of the capital of the Pledged
Company or otherwise:






	 	(i)	 	to inform the Administrative Agent of the intention to either
raise additional capital by increasing its capital (Kapitalerhöhung) or acquire
or receive additional capital otherwise;
	 
	 	(ii)	 	after prior written consent of the Administrative Agent to such
increase, to only give effect to such increase of (acquire or receive) the
capital by dividing the aggregate new capital into shares, such that 66% of the
new capital and of 34% of the new capital can be pledged separately (such as in
two shares one which represents 66%of the new capital an another one
representing the remaining 34% of the new capital); and
	 
	 	(iii)	 	to pledge the new share(s) corresponding to 66% of the new
capital within five (5) Business Days in favour of the Pledgee substantially
under the same terms and conditions as agreed to in this Agreement.






	 	(j)	 	to file within five (5) Business Days the new list of shareholders representing
the split of the shares in 25,000 different shares with the nominal amount of EUR 1
each with the competent commercial register.










 



 








	10.2	 	Pledge over all Shares
	 
	 	 	The Administrative Agent may at all times for itself and for the other Pledgees request to
hold a pledge over all Pledged Shares held by the Pledgor (in particular, without
limitation, in the case of a merger or conversion an equivalent security interest over the
shares or interests in the surviving or, as the case may be, the new company) in accordance
with all terms of this Agreement and the agreement on or about the date of this Agreement
pursuant to which the Remaining Share is pledged.
	 
	11.	 	RELEASE
	 
	11.1	 	Confirmation
	 
	 	 	After the full and irrevocable satisfaction and discharge of all Secured Claims the
Administrative Agent shall confirm in writing to the Pledgor upon the Pledgor’s request that
the Pledges have ceased to exist and/or, as applicable, the release of the Pledges
(Pfandaufgabe), at the cost and expense of the Pledgor (if any).
	 
	11.2	 	Release of Security
	 
	 	 	Even prior to the full and irrevocable satisfaction and discharge of all Secured Claims, the
Pledgees are obliged to release upon the Pledgor’s request, and at the Pledgor’s cost and
expense, all or part of the Security insofar as the realisable value of the Security
exceeds, not only temporarily, the Secured Claims by more than 10%. The Administrative Agent
may, at its discretion, determine which part of
the Security shall be released but shall reasonably take into account the legitimate
interest of the Pledgor and the Pledged Company.






	12.	 	INDEMNITY
	 
	12.1	 	Liability for Damages
	 
	 	 	Neither the Administrative Agent nor any of the other Pledgees shall be liable for any loss
or damage suffered by the Pledgor save in respect of such loss or damage which is suffered
as a result of the gross negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of
the Administrative Agent or any of the other Pledgees.
	 
	12.2	 	Indemnification
	 
	 	 	The Pledgor shall indemnify and hold the Administrative Agent and each of the other Pledgees
harmless and keep them indemnified from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of
any kind or nature whatsoever arising out of the execution, delivery, enforcement,
performance and administration of this Agreement, which may be incurred by or made against
the Administrative Agent and/or any of the other Pledgees for anything done or omitted in
the exercise or purported exercise of the powers contained in this Agreement,
provided, that the Pledgor shall have no obligation hereunder to the extent that
such liabilities, obligations, losses, damages, penalties, actions, judgments suits, costs,
expenses or disbursements of any kind or nature whatsoever arising out of the execution,
delivery, enforcement, performance and administration of this Agreement are incurred by or
made against the Administrative Agent or any of the other Pledgees as a result of the gross
negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of the Administrative Agent
or any of the other Pledgees.
	 
	 	 	Any reference in this paragraph to the Administrative Agent and/or the other Pledgees
includes any officer, director, employee, agent, advisor (including any attorney) or other
person appointed by the 










 



 


	 	 	Administrative Agent or any other Pledgee in accordance with the
provisions of this Agreement and the other Loan Documents.






	13.	 	DURATION AND INDEPENDENCE
	 
	13.1	 	Duration
	 
	 	 	This Agreement shall remain in full force and effect until the full and irrevocable
satisfaction and discharge of the Secured Claims. The Pledges shall not cease to exist if
any payments made in satisfaction of the Secured Claims have only temporarily discharged the
Secured Claims.
	 
	13.2	 	Continuing Security
	 
	 	 	This Agreement shall create a continuing Security and no change or amendment whatsoever in
any Loan Document or in any document or agreement related to it shall affect the validity or
limit the scope of this Agreement or the obligations which are imposed on the Pledgor
pursuant to it.
	 
	 	 	The Pledgor hereby agrees that the Pledges shall not be affected by any assumption of
liability (Schuldübernahme) in relation to any of the Secured Claims and hereby expressly
consents (willigt ein) to any such transfer and/or assumption of liability within the
meaning of section 418 para. 1 sentence 3 of the German Civil Code (Bürgerliches Gesetzbuch)
(including when applied by analogy).






	13.3	 	Independence
	 
	 	 	This Agreement and the Pledges are independent from all other security interests or
guarantees which may have been or will be given to the Administrative Agent and/or any of
the other Secured Parties with respect to any obligation of the Obligors (or any of them).
None of such other security interests or guarantees shall in any way prejudice, or be
prejudiced by, this Agreement or the Pledges.
	 
	14.	 	COSTS AND EXPENSES
	 
	 	 	The Pledgor shall promptly (unverzüglich) pay or reimburse each Pledgee the amount of any
and all costs, charges, fees and expenses (including fees for legal advisers) incurred by it
in connection with the enforcement or preservation of any rights under this Agreement or any
waiver in relation thereto, together in each case with any applicable value added tax or
other taxes. Any notarial fees and expenses incurred in connection with this Agreement shall
be borne by the Pledgor.
	 
	15.	 	PARTIAL INVALIDITY; WAIVER
	 
	15.1	 	Invalidity
	 
	 	 	If any provision of this Agreement or part thereof should be or become invalid or
unenforceable, this shall not affect the validity of the remaining provisions hereof. The
invalid or unenforceable provision shall be replaced by that provision which best meets the
intent of the replaced provision. This shall apply analogously with respect to anything
which is accidentally not regulated in this Agreement (Vertragslücke). § 139 of the German
Civil Code (Bürgerliches Gesetzbuch) shall be waived hereby.
	 
	 	 	In particular the Pledges shall not be affected and shall in any event extend to any and all
of the Pledged Shares held by the Pledgor in the Pledged Company even if the number or
nominal value of 










 



 


	 	 	the Shares, the Pledged Shares or the aggregate liable capital of the
Pledged Company as stated in Clause 2.1(b) (Pledged Shares) are inaccurate and deviate from
the actual facts.






	15.2	 	Waiver
	 
	 	 	No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent
or the other Pledgees (or any of them), any right or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any
further or other exercise thereof or the exercise of any other right or remedy. The rights
and remedies provided hereunder are cumulative and not exclusive of any rights or remedies
provided by law.
	 
	16.	 	AMENDMENTS
	 
	 	 	Changes to and amendments of this Agreement including this Clause 16 must be made in
writing.
	 
	17.	 	SUCCESSORS, ASSIGNMENTS AND TRANSFERS
	 
	 	 	This Agreement shall be binding upon the Parties hereto and, to the extent legally possible,
their respective successor(s) in law. Each Pledgee shall, to the extent legally possible, be
entitled to assign or otherwise transfer (i) any and all of its rights and (ii) (only with
regard to any person which becomes a lender or an administrative agent under the Credit
Agreement after the date of this Agreement) any and all of its duties pursuant to this
Agreement to third parties. The Pledgor is entitled to any such transfer with the prior
written consent of the Pledgees (acting through the Administrative Agent, as the case may
be) only.






	18.	 	NOTICES AND THEIR LANGUAGE
	 
	18.1	 	Notices
	 
	 	 	Any notice or other communication under or in connection with this Agreement to the Pledgor
or the Administrative Agent and/or any of the other Pledgees shall be in writing (unless
notarisation is required) and shall be delivered personally, by post, email or fax and shall
be sent to the address, email address or fax number of the party, and for the attention of
the individual or department, as set forth in Schedule 3 hereto or such other address, email
address or fax number as is notified in writing by that Party for this purpose to the
Facility Agent, the Administrative Agent or, as the case may be, the Pledgor, from time to
time.
	 
	18.2	 	Language
	 
	 	 	Save for the notice pursuant to section 1280 of the German Civil Code (Bürgerliches
Gesetzbuch) and unless otherwise required by statutory German law or unless otherwise agreed
in writing from time to time, any notice or other communication under or in connection with
this Agreement shall be made in the English language or, if in any other language,
accompanied by a translation into English. In the event of any conflict between the English
text and the text in any other language, the English text shall prevail (unless the document
is a statutory or other official document), except that where a German translation of a
legal term appears in such text, the German translation shall prevail.
	 
	19.	 	APPLICABLE LAW; JURISDICTION
	 
	19.1	 	Governing Law
	 
	 	 	This Agreement shall be governed by and construed in accordance with the laws of the Federal
Republic of Germany.










 



 








	19.2	 	Jurisdiction
	 
	 	 	The place of jurisdiction for all Parties shall be Frankfurt am Main, Federal Republic of
Germany. The Administrative Agent and the other Pledgees, however, shall also be entitled to
take legal action against the Pledgor before any other competent court of law having
jurisdiction over the Pledgor or any of its assets.
	 
	20.	 	NOTIFICATION
	 
	 	 	The Pledgor and the Pledgees hereby instruct and the Pledgor authorises the undersigned
Notary Public to notify the Pledged Company in the Pledgor’s name of the Pledges by means of
forwarding a certified copy of this Agreement to the Pledged Company by registered mail
(return receipt requested).










 



 







SCHEDULE 1




ORIGINAL LENDERS




JPMorgan Chase Bank, N.A.




Bank of America, N.A.




Credit Suisse, Cayman Islands Branch




The Royal Bank of Scotland plc




Goldman Sachs Credit Partners L.P.




Wells Fargo Bank, N.A.




HSBC Bank USA, National Association




RBC Capital Markets




Morgan Stanley Bank, N.A.










 



 


SCHEDULE 2




ORIGINAL OBLIGORS




PART 1




ORIGINAL BORROWERS




ORIGINAL DOMESTIC BORROWER




First Solar, Inc.




ORIGINAL FOREIGN BORROWERS




First Solar Manufacturing GmbH




PART 2




ORIGINAL GUARANTORS




ORIGINAL DOMESTIC GUARANTORS




First Solar, Inc.




ORIGINAL FOREIGN GUARANTORS




First Solar Holdings GmbH




First Solar GmbH




First Solar Manufacturing GmbH










 



 


SCHEDULE 3




ADDRESSES FOR NOTICES




	 	 	 
	To the Pledgor:

	 	First Solar, Inc.
	 

	 	350 West Washington Street, Suite 600
	 

	 	Tempe, Arizona 85281
	 
	 	 
	 

	 	Attn.: Anja Lange
	 

	 	David Brady

	 
	 	 
	 

	 	Fax:   +49(0)6131-1443-500
	 

	 	   +1-602-414-9462

	 
	 	 
	 

	 	Email: alange@firstsolar.com
	 

	 	 dbrady@firstsolar.com

	 
	 	 
	To the Administrative Agent:

	 	JPMorgan Chase Bank, N.A.
	 

	 	10 South Dearborn, 7th Floor
	 

	 	Chicago, IL 60603
	 
	 	 
	 

	 	Attention: Creston Wren
	 

	 	Telecopy: 001 (312) 385-7097
	 

	 	Telephone: 001 (312) 385-7016
	 
	 	 
	With a copy to

	 	JPMorgan Chase Bank, N.A.
	 

	 	125 London Wall
	 

	 	London
	 

	 	EC2Y 5AJ
	 
	 	 
	 

	 	Attention: Lucy Chick
	 

	 	Telecopy: +44(0)20 7325 6835
	 

	 	Telephone: +44(0)20 7325 6926
	 
	 	 
	With a copy to

	 	JPMorgan Chase Bank, N.A.
	 

	 	201 North Central Avenue, Floor
	 

	 	21Phoenix, AZ 85004
	 
	 	 
	 

	 	Attention: Mark Chambers
	 

	 	Telecopy: 001 (602) 221-1502
	 

	 	Telephone: 001 (602) 221-2290
	 
	 	 
	To the Pledged Company:

	 	First Solar Holdings GmbH
	 
	 	 
	 

	 	Rheinstr. 4B
	 

	 	55116 Mainz
	 
	 	 
	 

	 	Germany












 



 


	 	 	 
	 

	 	Attn.: Anja Lange
	 

	 	David Brady

	 
	 	 
	 

	 	Fax: +49(0)6131-1443-500
	 

	 	 +1-602-414-9462

	 
	 	 
	 

	 	Email: alange@firstsolar.com
	 

	 	 dbrady@firstsolar.com













 



 


APPENDIX 2




SHARE PLEDGE AGREEMENT

(VERPFÄNDUNG VON GESCHÄFTSANTEILEN)

IN RELATION TO 34% OF THE SHARES IN FIRST SOLAR HOLDINGS GMBH




4 SEPTEMBER 2009




between



FIRST SOLAR, INC.

as Pledgor



and




JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

as Administrative Agent










 



 


CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Clause	 	 	 	 	 	 
	 	 	 	 	 	 	 
	1.
	 	Interpretation	 	 	1	 
	2.
	 	Pledge	 	 	6	 
	3.
	 	Independent Pledges	 	 	6	 
	4.
	 	Purpose of the Pledges	 	 	6	 
	5.
	 	Dividends and other payment claims	 	 	7	 
	6.
	 	Exercise of voting rights	 	 	7	 
	7.
	 	Enforcement of the Pledges	 	 	8	 
	8.
	 	No defences or recourse	 	 	9	 
	9.
	 	Representations and warranties	 	 	10	 
	10.
	 	Undertakings	 	 	11	 
	11.
	 	Release	 	 	12	 
	12.
	 	Indemnity	 	 	13	 
	13.
	 	Duration and independence	 	 	13	 
	14.
	 	Costs and expenses	 	 	14	 
	15.
	 	Partial invalidity; Waiver	 	 	14	 
	16.
	 	Amendments	 	 	15	 
	17.
	 	Successors, assignments and transfers	 	 	15	 
	18.
	 	Notices and their language	 	 	15	 
	19.
	 	Applicable law; Jurisdiction	 	 	15	 
	20.
	 	Notification	 	 	15	 
	 
	 	 	 	 	 	 
	Schedules	 	 	 	 
	 
	 	 	 	 	 	 
	1.
	 	Original Lenders	 	 	17	 
	2.
	 	Original Obligors	 	 	18	 
	3.
	 	Addresses for notices	 	 	19	 







 











 





THIS SHARE PLEDGE AGREEMENT (the Agreement) is made on 4 September 2009




BETWEEN:





	(1)	 	FIRST SOLAR, INC., a corporation organised under the laws of Delaware, United States of
America, having its at business address at 350 West Washington Street, Suite 600, Tempe,
Arizona 85281, United States of America as pledgor
	 
	 	 	(the Pledgor)
	 
		 	on one side; and
	 
	(2)	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association organised under the laws of
the United States with its main office at 1111 Polaris Parkway, Columbus, Ohio 43240, U.S.A.
acting through its London Branch, at 125 London Wall, London EC2Y 5AJ as administrative agent
(the Administrative Agent).





WHEREAS:





	(A)	 	The Original Lenders (as defined below) have agreed to make available to the Borrowers (as
defined below) certain revolving credit facilities and certain letters of credit on the terms
of and subject to the Credit Agreement (as defined below).
	 
	(B)	 	It is a condition to the Original Lenders (as defined below) making the credit facilities
available to the Borrowers (as defined below) that the Pledgor enters into this Agreement.





IT IS AGREED as follows:





	1.	 	INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this Agreement:
	 
	 	 	Additional Domestic Borrower means a company which becomes a borrower under the Credit
Agreement after the date of the Credit Agreement that is organised under the laws of any
jurisdiction within the United States of America.
	 
	 	 	Additional Domestic Guarantor means a company which becomes a guarantor under the Credit
Agreement after the date of the Credit Agreement that is organised under the laws of any
jurisdiction within the United States of America.
	 
	 	 	Additional Foreign Borrower means a company which becomes a borrower under the Credit
Agreement after the date of the Credit Agreement that is not an Additional Domestic
Borrower.
	 
	 	 	Additional Foreign Guarantor means a company which becomes a guarantor under the Credit
Agreement after the date of the Credit Agreement that is not an Additional Domestic
Borrower.
	 
	 	 	Agent means:






	 	(a)	 	the Syndication Agent;
	 
	 	(b)	 	the Documentation Agent; and




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	 	(c)	 	the Administrative Agent.






	 	 	Ancillary Rights means:






	 	(a)	 	dividends, if any, payable on the Pledged Shares;
	 
	 	(b)	 	liquidation proceeds (Liquidationserlöse), consideration for redemption
(Einziehungsentgelt), repaid capital in case of a capital decrease
(Kapitalherabsetzung), any compensation in case of termination (Kündigung) and/or
withdrawal (Austritt) of a shareholder of the Pledged Company, the surplus in case of
surrender (Preisgabe) and all other pecuniary claims associated with the Pledged
Shares; and
	 
	 	(c)	 	the right to subscribe for 34% of newly issued shares.






	 	 	Assignment and Assumption Agreement means the assignment and assumption agreement, pursuant
to which a Lender as assignor sells and assigns to a person as assignee , inter alia, any or
all of the assignor’s rights and obligations in its capacity as a lender under the Credit
Agreement.
	 
	 	 	Borrower means any Domestic Borrower and any Foreign Borrower.
	 
	 	 	Business Day means a day (other than a Saturday or Sunday) on which banks are open for
general business in Frankfurt am Main, Germany.
	 
	 	 	Company means First Solar, Inc., a corporation organised under the laws of Delaware, United
States of America, having its business address at 350 West Washington Street, Suite 600,
Tempe, Arizona 85281, United States of America.
	 
	 	 	Credit Agreement means the New York law governed credit agreement dated on or about the
date of this Agreement between the Company and the Original Foreign Borrowers on one side
and, inter alia, the Administrative Agent and the Original Lenders together with each New
Lender Supplement, and Assignment and Assumption Agreement relating thereto and any and each
other agreement or instrument amending, modifying, extending, restating or supplementing it
from time to time providing for an approximately $300,000,000 facility and an up to
$100,000,000 Incremental Facility.
	 
	 	 	Documentation Agent means The Royal Bank of Scotland plc.
	 
	 	 	Dollar or $ means the lawful currency of the United States of America.
	 
	 	 	Domestic Borrower means the Company and any Additional Domestic Borrower.
	 
	 	 	Domestic Guarantor means any Original Domestic Guarantor and any Additional Domestic
Guarantor.
	 
	 	 	Euro, EUR or € means the single currency of the participating member states of the European
Union.
	 
	 	 	Event of Default means an event (i) in which the commitments under the Credit Agreement will
automatically immediately terminate and the amounts outstanding are immediately due and
payable (ii) which would entitle the Administrative Agent (A) to, inter alia, prematurely
terminate all or part of the total commitments under the Credit Agreement and/or (B) to
declare that all or part of the
amounts outstanding under the Credit Agreement are immediately due and payable or payable on




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	 	 	demand provided that any requirement for the giving of notice, the lapse of time or both has
been satisfied.






	 	 	Foreign Borrower means any Original Foreign Borrower and any Additional Foreign Borrower.
	 
	 	 	Foreign Guarantor means any Original Foreign Guarantor and any Additional Foreign Guarantor.
	 
	 	 	Future Pledgee means any person or entity replacing the Administrative Agent in its function
as administrative agent under the Credit Agreement.
	 
	 	 	German Borrower means First Solar Manufacturing GmbH and any other person or entity that is
organised under the laws of the Federal Republic of Germany which becomes a borrower under
the Credit Agreement after the date of the Credit Agreement.
	 
	 	 	German Guarantor means First Solar GmbH and First Solar Holdings GmbH and any other person
or entity that is organised under the laws of the Federal Republic of Germany which is
required to provide for a guarantee in connection with the Loan Documents after the date of
the Credit Agreement.
	 
	 	 	Group means the Company and its Subsidiaries from time to time.
	 
	 	 	Guarantee and Collateral Agreement means the guarantee and collateral agreement dated on or
about the date of this Agreement made between, inter alia, First Solar, Inc. and certain of
its Subsidiaries in favour of the Administrative Agent which will be attached as “Exhibit A”
to the Credit Agreement.
	 
	 	 	Guarantor means any Domestic Guarantor and any Foreign Guarantor.
	 
	 	 	Incremental Facility means any additional revolving loan provided either






	 	(i)	 	by a person that already is a lender under the Credit Agreement
(defined as “increasing lender” therein) after having accepted an increase of
its revolving commitment; or
	 
	 	(ii)	 	by an assuming lender becoming a new lender under the Credit
Agreement (defined as “assuming lender” therein) after having signed a New
Lender Supplement,






	 	 	provided that the aggregate amount of the aggregate revolving loans will in no event exceed
$400,000,000.
	 
	 	 	Issuing Lender means the Original Issuing Lender and any other lender that has agreed in its
sole discretion to issue a letter of credit to any Borrower or any other borrowing
Subsidiary in connection with the Credit Agreement.
	 
	 	 	Lender means an Original Lender and any person which becomes a lender under the Credit
Agreement, including without limitation an assuming lender of an Incremental Facility, after
the date of this Agreement, unless, in each case, such person has ceased to be a lender
under the Credit Agreement.
	 
	 	 	Letter of Credit means any letter of credit issued or to be issued under the Credit
Agreement, as such letter of credit may be amended, modified, restated, extended, renewed,
increased, replaced or supplemented from time to time.
	 
	 	 	Loan Document means




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(a) the Credit Agreement;




(b) each Security Document;




(c) any Note; and




(d) any other document designated as such by the Administrative Agent and the Company.




	 	 	New Lender Supplement means a supplement to the Credit Agreement pursuant to which an
assuming lender will become a party to the Credit Agreement with a revolving commitment in
an amount agreed by such assuming lender.
	 
	 	 	Note means any promissory note evidencing loans in accordance with the terms of the Credit
Agreement, that may be amended, modified, supplemented, extended, renewed or replaced from
time to time.
	 
	 	 	Obligor means a Borrower and/or a Guarantor.
	 
	 	 	Original Domestic Guarantors means each of the Subsidiaries of the Company listed in
Schedule 2 under the section “Original Domestic Guarantors”.
	 
	 	 	Original Foreign Borrower means each of the Subsidiaries of the Company listed in Schedule 2
under the section “Original Foreign Borrowers”.
	 
	 	 	Original Foreign Guarantor means each of the Subsidiaries of the Company listed in Schedule
2 under the section “Original Foreign Guarantors”.
	 
	 	 	Original Issuing Lender means JPMorgan Chase Bank, N.A.
	 
	 	 	Original Lender means each of the financial institutions set out in Schedule 1 hereto in its
capacity as original lender to the Company and the Original Foreign Borrowers.
	 
	 	 	Original Pledgees means the Administrative Agent.
	 
	 	 	Parties means the Pledgor, the Administrative Agent and the Pledgees.
	 
	 	 	Person means an individual, partnership, corporation, limited liability company, business
trust, joint stock company, trust, unincorporated association, joint venture, any
governmental authority or other entity of whatever nature.
	 
	 	 	Pledged Company means First Solar Holdings GmbH, a limited liability company (Gesellschaft
mit beschränkter Haftung) organised under the laws of the Federal Republic of Germany,
registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of
Mainz, Germany, under registration number HRB 40090.
	 
	 	 	Pledges means any and all pledges constituted pursuant to Clause 2.2 (a) of this Agreement.
	 
	 	 	Pledgees means the Administrative Agent and any Future Pledgee.
	 
	 	 	Pledged Shares shall have the meaning ascribed to it in Clause 2.1 (b) below.
	 
	 	 	Remaining Share shall have the meaning ascribed to it in Clause 2.1 (b) below.




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	 	 	Secured Claims means all present and future rights and claims (Ansprüche) (whether actual or
contingent and whether owned jointly or severally or in any other capacity whatsoever)
(including claims from unjust enrichment (ungerechtfertige Bereicherung) and tort (Delikt))
of any of the Secured Parties against any German Borrower and any
German Guarantor under or in connection with the Loan Documents (or any of
them) or any Letter of Credit, each as amended, varied, supplemented or novated from time to
time, including without limitation, any increase of principal or interest, in each case
together with all interest, costs, charges and expenses incurred by any Secured Party in
connection with the protection and preservation or enforcement of its respective rights
under the Loan Documents or any Letter of Credit.
	 
	 	 	Secured Party means an Agent, the Lenders and any affiliate of any Lender to which any
obligations under any Loan Document or under any Specified Swap Agreements are owed by any
member of the Group, any Issuing Lender and any Swap Counterparty.
	 
	 	 	Security means any and all collateral granted with a view to securing the Secured Claims.
	 
	 	 	Security Document means






	 	(a)	 	the Guarantee and Collateral Agreement; and
	 
	 	(b)	 	any other document evidencing or creating collateral over any asset of an
Obligor to secure any obligation of an Obligor under or in connection with, inter alia,
the Credit Agreement.






	 	 	Shares means the shares in the Pledged Company as set forth in Clause 2.1(b) (Pledged
Shares) hereof.
	 
	 	 	Specified Swap Agreement means any Swap Agreement entered into by the Company or any
Guarantor and any lender or any affiliate of a lender in connection with the Credit
Agreement.
	 
	 	 	Subsidiary means as to any Person, a corporation, partnership, limited liability company or
other entity of which shares of stock or other ownership interests having ordinary voting
power (other than stock or such other ownership interests having such power only by reason
of the happening of a contingency) to elect a majority of the board of directors or other
managers of such corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through one or more
intermediaries, or both, by such Person. And unless otherwise qualified, all references to a
“Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or
Subsidiaries of the Company.an entity of which a person owns directly or indirectly more
than 50 percent (50%) of the voting capital or similar right of ownership.
	 
	 	 	Swap Agreement means any agreement with respect to any swap, forward, future or derivative
transaction or option or similar agreement involving, or settled by reference to, one or
more rates, currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value or
any similar transaction or any combination of these transactions; except for any phantom
stock or similar plan providing for payments only on account of services provided by current
or former directors, officers, employees or consultants of the Company or any of its
Subsidiaries.
	 
	 	 	Swap Counterparty means any person or entity providing a Specified Swap Agreement.

	 
	 	 	Syndication Agent means Credit Suisse, Cayman Islands Branch.
	 
	1.2	 	Where the context so admits, the singular includes the plural and vice versa.




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	1.3	 	The headings in this Agreement are for convenience only and are to be ignored in construing
this Agreement.
	 
	1.4	 	Any reference in this Agreement to a defined document is a reference to that defined document
as amended, varied, supplemented or novated from time to time.
	 
	1.5	 	Any reference to a Party or other person (including any Obligor and any Secured Party)
includes its respective successor(s) in law (including any universal successor
(Gesamtrechtsnachfolger) of that person by way of merger (Verschmelzung), any other
reorganisation contemplated in the German Transformation Act (Umwandlungsgesetz) or  otherwise) and any assign(s) and transferee(s) of that person and, to the extent legally
possible, any legal provision to the contrary is waived.
	 
	2.	 	PLEDGE
	 
	2.1	 	Pledged Shares






	 	(a)	 	The Pledgor is at the date of this Agreement the sole shareholder of the
Pledged Company.
	 
	 	(b)	 	The total registered share capital (Stammkapital) of the Pledged Company
amounts to EUR 25,000 (in words: twenty five thousand euro). As result of a
shareholder’s resolution dated 3 August 2009, at present, there exist 25,000 shares
(each having a nominal amount of EUR 1) in the Pledged Company. The shares carrying the
numbers  16,502 to 25,001 amounting to EUR 8,500 (in words: eight thousand five hundred
Euro) are hereinafter referred to as the Pledged Shares. The shares carrying the
numbers 2 to 16,501 amounting to EUR 16,500 (in words: sixteen thousand five hundred
Euro) are hereinafter referred to as the Remaining Shares.
	 
	 	 	 	The Pledged Shares and the Remaining Shares are hereinafter referred to as the
Shares. At present, there are no other shares in the Pledged Company.
	 
	 	(c)	 	The Pledged Shares are fully paid up. As at the date hereof, there is no
obligation for the Pledgor to make additional contributions to the Pledged Company.






	2.2	 	Constitution of Pledge






	 	(a)	 	The Pledgor hereby pledges the Pledged Shares and any and all Ancillary Rights
pertaining thereto to each of the Original Pledgees and to each Future Pledgee for
their rateable and equally ranking interest as security.
	 
	 	(b)	 	Each of the Original Pledgees hereby accepts the Pledges. In addition the
Administrative Agent accepts the Pledges for and on behalf of each Future Pledgee
hereunder as proxy without power of attorney (Vertreter ohne Vertretungsmacht). Each
Future Pledgee ratifies and confirms such acceptance so made by the Administrative
Agent on its behalf by accepting the transfer or assignment of any Secured Claim and/or
by becoming a party to a Loan Document, thereby becoming a Pledgee. All Parties confirm
that the validity of any of the Pledges constituted hereunder is not affected by the
Administrative Agent acting as proxy without power of attorney for any Future Pledgee.
For the avoidance of doubt, the Parties agree that nothing in this Agreement shall
exclude a transfer of all or part of the Pledges by operation of law.




6









 












	3.	 	INDEPENDENT PLEDGES
	 
	 	 	The validity and effect of each of the Pledges shall be independent from the validity and
the effect of any of the other Pledges created hereunder. The Pledges to each of the
Pledgees shall be separate and individual pledges. Each of the Pledges shall rank pari passu
to each other Pledge created hereunder.
	 
	4.	 	PURPOSE OF THE PLEDGES
	 
	 	 	The Pledges are constituted in order to secure the full and irrevocable satisfaction and
discharge of any and all Secured Claims.
	 
	 	 	The Parties hereby expressly agree that the provisions of section 1210 para 1 sentence 2 of
the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement and the
Pledges.
	 
	5.	 	DIVIDENDS AND OTHER PAYMENT CLAIMS
	 
	5.1	 	Entitlement to receive dividend payments and to exercise other Ancillary Rights
	 
	 	 	Notwithstanding that the dividends and the other Ancillary Rights are pledged pursuant to
this Agreement, the Pledgor shall be entitled to (i) receive and retain all dividend
payments and all other payments in respect of the Pledged Shares and (ii) receive, retain
and exercise all other Ancillary Rights, unless an Event of Default has occurred, is
continuing and the Administrative Agent would be entitled to enforce any of the Pledges
pursuant to Clause 7 of this Agreement.
	 
	5.2	 	Pledgees’ rights
	 
	 	 	Notwithstanding Clause 5.1 (Entitlement to receive dividend payments) above:






	 	(a)	 	dividends paid or payable other than in cash and other property received,
receivable or otherwise distributed in respect of or in exchange for the Pledged
Shares;
	 
	 	(b)	 	dividends or other distributions paid or payable in cash in respect of the
Pledged Shares in connection with (i) the partial or total liquidation; (ii)
dissolution; or (iii) in connection with the reduction of capital
(Kapitalherabsetzung); and
	 
	 	(c)	 	cash paid, payable or otherwise distributed in respect of principal of, or in
redemption of, or in exchange for the Pledged Shares,






	 	 	shall be made available and shall forthwith be delivered to the Administrative Agent for
itself and for the Pledgees to be held as security for the Secured Claims and shall, if
received by the Pledgor, be received as holder for the Pledgees and segregated from the
other property or funds of the Pledgor and be forthwith delivered to the Administrative
Agent for itself and for the Pledgees as security for the Secured Claims in the same form as
so received (with any necessary endorsement). Any further reaching obligations of the
Pledged Company and/or the Pledgor in respect of the use of profits and/or dividends shall
not be affected by this Clause 5.2.
	 
	6.	 	EXERCISE OF VOTING RIGHTS
	 
	6.1	 	Voting Rights
	 
	 	 	The voting rights resulting from the Pledged Shares remain with the Pledgor. The Pledgor,
however, shall at all times until the full and irrevocable satisfaction and discharge of all
Secured Claims or the release of the Pledges be required, in exercising its voting rights,
to act in good faith to ensure that the existence, validity or enforceability of the Pledges
is not adversely affected.




7









 












	6.2	 	Impairment
	 
	 	 	The Pledgor shall not take, or participate in, any action which can be reasonably be
expected to impair or to be for any other reason inconsistent with, the security interest of
the Pledgees or the security purpose as described in Clause 4 (Purpose of the Pledges)
hereof or to defeat, impair or circumvent the rights of the Pledgees hereunder.
	 
	6.3	 	Information by the Pledgor
	 
	 	 	The Pledgor shall inform the Administrative Agent promptly (unverzüglich) of all other
actions concerning the Pledged Company which could be reasonably expected to materially
adversely affect the Pledges (or any part thereof). In particular, the Pledgor shall notify
the Administrative Agent forthwith of:






	 	(a)	 	any shareholders’ meeting at which a resolution is intended to be adopted which
could have a material adverse effect upon the Pledges. In any event, the Pledgor shall
procure that the Administrative Agent will upon request promptly (unverzüglich)
receive, as soon as they are available, a copy of the convocation notice for such
ordinary or extraordinary shareholders’ meeting setting forth the agenda and all
applications and decisions to be taken, and the minutes of any such shareholders’
meeting; and
	 
	 	(b)	 	any resolution which is intended to be adopted outside a shareholders’ meeting
and which could have a material adverse effect upon the Pledges and provide to the
Administrative Agent a draft of any such resolution. In any event, the Administrative
Agent shall upon request promptly (unverzüglich) receive, as soon as it is available, a
copy of any such resolution.






	7.	 	ENFORCEMENT OF THE PLEDGES
	 
	7.1	 	Pledgees’ rights
	 
	(a)	 	At any time after the occurrence and during the continuation of an Event of Default if, in
addition, the requirements set forth in sections 1273, 1204 et seq. of the German Civil Code
(Bürgerliches Gesetzbuch) with regard to the enforcement of pledges are met (Pfandreife), the
Pledgees (or any of them) acting through the Administrative Agent shall be entitled to enforce
the Pledges (or any part thereof) by way of public auction (öffentliche Versteigerung) and/or
in any other way permitted under German law, in all cases notwithstanding section 1277 of the
German Civil Code without any enforceable judgment or other instrument (vollstreckbarer
Titel).
	 
	(b)	 	The Pledgees (or any of them) acting through the Administrative Agent shall notify the
Pledgor of the intention to realise the Pledges (or any part thereof) not less than 1 (one)
week before the date on which the Pledges (or any such part thereof) are intended to be
enforced. Such notice period is not necessary if (i) the Pledgor has generally ceased to make
payments, (ii) an application for the commencement of insolvency proceedings over the assets
of the Pledgor is filed (and not withdrawn) by the Pledgor or by any third person and, in the
latter case, it is not without delay established to the satisfaction of the Pledgees that the
application is obviously frivolous or (iii) the observance of such notice period can
reasonably be expected to adversely affect the enforceability of the Pledges (or any part
thereof). The Pledgor hereby expressly agrees that 1 (one) week’s prior written notice to it
of the place and time of any public auction held in accordance with Clause 7.1 (a) (Pledgees’
rights) above shall be sufficient. Such public auction may be held at any place in the Federal
Republic of Germany which will be determined by the Administrative Agent.




8









 












	(c)	 	If the Administrative Agent seeks to enforce the Pledges (or any part thereof) pursuant to,
and in accordance with Clause 7.1(a) (Pledgees’ Rights) above, the Pledgor shall, at its own
expense, render forthwith all assistance necessary in order to facilitate the prompt
realisation of the Pledged Shares (or any of them) and/or the exercise by the Pledgees (or any
of them) acting through the Administrative Agent of any other right a Pledgee may have
pursuant to this Agreement or statutory German law.
	 
	(d)	 	In case of an enforcement of the Pledges or if the Pledgor pays or repays any of the Secured
Claims owed by any other Obligor, section 1225 of the German Civil Code (Bürgerliches
Gesetzbuch) (Legal subrogation of claims to a pledgor (Forderungsübergang auf den Verpfänder))
shall not apply and no rights or claims of the Pledgees shall pass to the Pledgor until the
full and irrevocable satisfaction and discharge of all Secured Claims.
	 
	(e)	 	The Pledgees (or any of them) acting through Administrative Agent may determine which part of
the Security, if applicable, shall be used to satisfy the Secured Claims.
	 
	7.2	 	Dividends
	 
	 	 	Provided that the requirements for enforcement referred to under Clause 7.1(a) (Pledgees’
Rights) above are met and an enforcement notice has been served in accordance with Clause
7.1 (b), all dividends and all other payments based on similar ancillary rights attributed
to the Pledged Shares may be applied by the Pledgees in satisfaction in whole or in part of
the Secured Claims notwithstanding a Pledgee’s right to treat such payments as additional
collateral. Any such payments which are made to the Pledgor after the time the Pledges have
become enforceable must be paid to the Administrative Agent.
	 
	7.3	 	Voting rights
	 
	 	 	Even if the requirements for enforcement referred to under Clause 7.1(a) (Pledgees’ Rights)
above are met, the Administrative Agent shall not, whether as proxy or otherwise, be
entitled to exercise the voting rights attached to the Pledged Shares for itself or on
behalf of any of the Pledgees. However, the Pledgor shall, upon the occurrence of an event
which gives the Pledgees the right to enforce the Pledges (or any part thereof) pursuant to
Clause 7.1, have the obligations and the Pledgees shall have the rights set forth in Clause
6.3 (Information by the Pledgor) of this Agreement regardless of which resolutions are
intended to be adopted.
	 
	7.4	 	Application of proceeds
	 
	(a)	 	The proceeds resulting from the enforcement of the Pledges (or any part thereof) shall be
applied by the Administrative Agent towards the satisfaction of the Secured Claims.
	 
	(b)	 	Until the full and irrevocable satisfaction and discharge of all Secured Claims, the Pledgees
shall be entitled to treat all enforcement proceeds, held by the Administrative Agent separate
from its assets on a separate trust account for the benefit of the Secured Parties and after
the full and irrevocable satisfaction and discharge for the benefit of the Pledgor, as
additional collateral for the Secured Claims, notwithstanding their right to seek satisfaction
from such proceeds at any time.
	 
	(c)	 	After the full and irrevocable satisfaction and discharge of all Secured Claims any remaining
proceeds resulting from the enforcement of the Pledges (or any part thereof) shall be
transferred to the Pledgor at the cost and expense of the Pledgor.




9









 












	8.	 	NO DEFENCES OR RECOURSE
	 
	8.1	 	The Pledgor hereby waives any rights of revocation (Anfechtbarkeit) and set-off
(Aufrechenbarkeit) it may have pursuant to sections 1211 and 770(1) and (2) of the German
Civil Code (Bürgerliches Gesetzbuch) save to the extent that the relevant Secured Claims can
be discharged by way of set off against counterclaims which are undisputed (unbestritten) or
ascertained by unappealable judgment (rechtskräftig festgestellt) and any defence of failure
to pursue remedies (Einrede der Vorausklage) it may have.
	 
	8.2	 	To the extent legally possible, the Pledgor hereby expressly waives the defences exercisable
by it pursuant to section 1211 para. 1 sentence 1 alternative 1 of the German Civil Code
(Bürgerliches Gesetzbuch) which the principal debtor of any Secured Claim has against any
Secured Claim (Einreden des Hauptschuldners). 
	 
	8.3	 	In addition to Clause 7.1(d) (Pledgees’ rights) of this Agreement, the Parties hereby agree
that until the full and irrevocable satisfaction and discharge of all Secured Claims no rights
and claims shall pass to or otherwise arise for the benefit of the Pledgor by subrogation
(gesetzlicher Übergang von Forderungen und Rechten) or otherwise, including any recourse
claims, indemnification claims, claims arising from unjust enrichment (ungerechtfertigte
Bereicherung) and any right to demand the assignment and/or transfer of any Secured Claim
and/or Security, against any Obligor, grantor of Security or Secured Party (as the case may
be) which it may (but for this Clause 8) acquire as a result of:






	 	(i)	 	a payment or repayment by the Pledgor of any debt of any other Obligor under
any of the Loan Documents; or
	 
	 	(ii)	 	in case of enforcement of the Pledges (or any part thereof).






	 	 	Until the full and irrevocable satisfaction and discharge of all Secured Claims, the Pledgor
furthermore undertakes not to exercise (pactum de non petendo), and not to purport to
exercise, any such rights and claims which may pass to it or otherwise arise for its benefit
notwithstanding this Clause 8 or would pass to it or otherwise arise for its benefit but for
this Clause 8.
	 
	 	 	The provisions under this Clause 8.3 shall not apply with regard to a recourse claim, if the
parties agreed to allow such recourse of the Pledgor against any of the other Parties
thereby taking at all times into account the terms of the Credit Agreement and any other
Loan Document.
	 
	9.	 	REPRESENTATIONS AND WARRANTIES
	 
	 	 	The Pledgor represents and warrants (selbständiges Garantieversprechen im Sinne von § 311
Bürgerliches Gesetzbuch) to the Pledgees that on the date of this Agreement:






	 	(a)	 	the Pledged Company is validly existing and is neither:






	 	(i)	 	unable to pay its debts when they fall due (zahlungsunfähig)
within the meaning of section 17 of the German Insolvency Code
(Insolvenzordnung); nor
	 
	 	(ii)	 	in a state of imminent inability to pay its debts when they fall
due (drohende Zahlungsunfähigkeit) within the meaning of section 18 of the
German Insolvency Code (Insolvenzordnung); nor
	 
	 	(iii)	 	over-indebted (überschuldet) within the meaning of section 19 of
the German Insolvency Code (Insolvenzordnung); nor




10









 






	 	(iv)	 	subject to any insolvency proceedings (Insolvenzverfahren) (or
other or similar proceedings under the laws of any other applicable
jurisdiction) or any refusal of opening insolvency proceedings for insufficiency
of assets (Abweisung mangels Masse) (within the meaning of section 26 of the
German Insolvency Code (Insolvenzordnung)); 






	 	(b)	 	the Shares are the only shares (Geschäftsanteile) in the Pledged Company in
existence at the date hereof; 
	 
	 	(c)	 	the Pledgor is not subject to any restriction of any kind with regard to the
transfer of, or the granting of a pledge in, or any other disposal of, the Pledged
Shares, or with regard to the right to receive dividends on the Pledged Shares;

	 
	 	(d)	 	the Pledgor is the sole legal and beneficial owner of the Pledged Shares and
the Pledged Shares have not been transferred to or encumbered for the benefit of any
third person and are not subject to any other rights of third parties (including, but
not limited to, any pre-emption rights of third parties for shares in the Pledged
Company);
	 
	 	(e)	 	the Plegor is entitled to participate in the dividends of the Pledged Company
free of any and all in-rem rights of others;
	 
	 	(f)	 	the Shares are fully paid and there is no obligation for a shareholder to make
additional contributions (keine Nachschusspflicht); and
	 
	 	(g)	 	no litigation, arbitration or administrative proceedings, which could
reasonably be expected to have a material adverse effect, are presently in progress,
pending or threatened which restrain, or threaten to restrain, the Pledgor in respect
of the entry into, the performance of, or compliance with, any of its obligations
pursuant to this Agreement.






	10.	 	UNDERTAKINGS
	 
	10.1	 	General undertakings
	 
	 	 	The Pledgor undertakes:






	 	(a)	 	if any amount in excess of US$100,000 payable or security transferrable under
or in connection with this Agreement shall be or become evidenced by any authorisation,
approval, licence and consent such authorisation, approval, licence and consent shall
be promptly delivered to the Administrative Agent, duly indorsed in a manner
satisfactory to the Administrative Agent;
	 
	 	(b)	 	to maintain the security interest created by this Agreement as a perfected
security interest and to defend such security interest against the claims and demands
of all persons whomsoever subject to the rights of the Pledgor under the Loan Documents
to dispose of the Pledged Shares;
	 
	 	(c)	 	at any time and from time to time, upon the written request of the
Administrative Agent and at the sole expense of such Plegor, to promptly (unverzüglich)
and duly execute and deliver, and have recorded such further instruments and documents
and take such further actions as the Administrative Agent may reasonably request for
the purpose of obtaining or preserving the full benefits of this Agreement and of the
rights and powers herein granted, including, without limitation, execute one or more
collateral agreements (including assignments and




11









 






	 	 	 	releases) to obtain or preserve the
security interest created by this Agreement in favour of the Administrative Agent and
the other Secured Parties






	 	(d)	 	to notify the Administrative Agent promptly (unverzüglich) of any change in the
shareholding in the Pledged Company or of any change in the shareholders’ agreement
(Gesellschaftsvertrag);
	 
	 	(e)	 	to inform the Administrative Agent promptly (unverzüglich) of any attachments
(Pfändung) regarding the Shares or any other measures which can reasonably be expected
to impair or jeopardise the Pledgees’ rights relating to the Pledged Shares. In the
event of an attachment, the Pledgor undertakes to forward to the Administrative Agent
promptly (unverzüglich) a copy of the attachment order (Pfändungsbeschluss), any third
party debt order (Überweisungsbeschluss) and all other documents necessary for a
defence against the attachment. The Pledgor shall inform the attaching creditor
promptly (unverzüglich) about the Pledgees’ security interests;
	 
	 	(f)	 	if and to the extent the Pledged Shares are not fully paid up at the date
hereof, to fully pay up the Pledged Shares promptly (unverzüglich) upon the execution
of this Agreement and to procure that there will be no obligation for a shareholder to
make additional contributions;
	 
	 	(g)	 	not to create or permit to subsist any encumbrance over all or any of the
Pledged Shares or any interest therein or otherwise sell, transfer or dispose of the
whole or any part of the Pledged Shares or any interest therein;
	 
	 	(h)	 	to refrain from any acts or omissions which can reasonably be expected have an
adverse effect on the validity or enforceability of the Pledges (or any part thereof);
and
	 
	 	(i)	 	with regard to any and all shares in the capital of the Pledged Company issued
in addition to the Shares in what ever nominal value which the Pledgor may acquire or
receive otherwise in future in the event of an increase of the capital of the Pledged
Company or otherwise:






	 	(i)	 	to inform the Administrative Agent of the intention to either
raise additional capital by increasing its capital (Kapitalerhöhung) or acquire
or receive additional capital otherwise;
	 
	 	(ii)	 	after prior written consent of the Administrative Agent to such
increase, to only give effect to such increase of (acquire or receive) the
capital by dividing the aggregate new capital into shares, such that 66% of the
new capital and of 34% of the new capital can be pledged separately (such as in
two shares one which represents 66%of the new capital an another one
representing the remaining 34% of the new capital); and
	 
	 	(iii)	 	to pledge the new share(s) corresponding to 34% of the new
capital within five (5) Business Days in favour of the Pledgee substantially
under the same terms and conditions as agreed to in this Agreement.






	 	(j)	 	to file within five (5) Business Days the new list of shareholders representing
the split of the shares in 25,000 different shares with the nominal amount of EUR 1
each with the competent commercial register.




12









 












	10.2	 	Pledge over all Shares
	 
	 	 	The Administrative Agent may at all times for itself and for the other Pledgees request to
hold a pledge over all Pledged Shares held by the Pledgor (in particular, without
limitation, in the case of a merger or conversion an equivalent security interest over the
shares or interests in the surviving or, as the case may be, the new company) in accordance
with all terms of this Agreement and the agreement on or about the date of this Agreement
pursuant to which the Remaining Share is pledged.
	 
	11.	 	RELEASE
	 
	11.1	 	Confirmation
	 
	 	 	After the full and irrevocable satisfaction and discharge of all Secured Claims the
Administrative Agent shall confirm in writing to the Pledgor upon the Pledgor’s request that
the Pledges have ceased to exist and/or, as applicable, the release of the Pledges
(Pfandaufgabe), at the cost and expense of the Pledgor (if any).
	 
	11.2	 	Release of Security
	 
	 	 	Even prior to the full and irrevocable satisfaction and discharge of all Secured Claims, the
Pledgees are obliged to release upon the Pledgor’s request, and at the Pledgor’s cost and
expense, all or part of the Security insofar as the realisable value of the Security
exceeds, not only temporarily, the Secured Claims by more than 10%. The Administrative Agent
may, at its discretion, determine which part of
the Security shall be released but shall reasonably take into account the legitimate
interest of the Pledgor and the Pledged Company.
	 
	12.	 	INDEMNITY
	 
	12.1	 	Liability for Damages
	 
	 	 	Neither the Administrative Agent nor any of the other Pledgees shall be liable for any loss
or damage suffered by the Pledgor save in respect of such loss or damage which is suffered
as a result of the gross negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of
the Administrative Agent or any of the other Pledgees.
	 
	12.2	 	Indemnification
	 
	 	 	The Pledgor shall indemnify and hold the Administrative Agent and each of the other Pledgees
harmless and keep them indemnified from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of
any kind or nature whatsoever arising out of the execution, delivery, enforcement,
performance and administration of this Agreement, which may be incurred by or made against
the Administrative Agent and/or any of the other Pledgees for anything done or omitted in
the exercise or purported exercise of the powers contained in this Agreement,
provided, that the Pledgor shall have no obligation hereunder to the extent that
such liabilities, obligations, losses, damages, penalties, actions, judgments suits, costs,
expenses or disbursements of any kind or nature whatsoever arising out of the execution,
delivery, enforcement, performance and administration of this Agreement are incurred by or
made against the Administrative Agent or any of the other Pledgees as a result of the gross
negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of the Administrative Agent
or any of the other Pledgees.
	 
	 	 	Any reference in this paragraph to the Administrative Agent and/or the other Pledgees
includes any officer, director, employee, agent, advisor (including any attorney) or other
person appointed by the 




13









 






	 	 	Administrative Agent or any other Pledgee in accordance with the
provisions of this Agreement and the other Loan Documents.






	13.	 	DURATION AND INDEPENDENCE
	 
	13.1	 	Duration
	 
	 	 	This Agreement shall remain in full force and effect until the full and irrevocable
satisfaction and discharge of the Secured Claims. The Pledges shall not cease to exist if
any payments made in satisfaction of the Secured Claims have only temporarily discharged the
Secured Claims.
	 
	13.2	 	Continuing Security
	 
	 	 	This Agreement shall create a continuing Security and no change or amendment whatsoever in
any Loan Document or in any document or agreement related to it shall affect the validity or
limit the scope of this Agreement or the obligations which are imposed on the Pledgor
pursuant to it.
	 
	 	 	The Pledgor hereby agrees that the Pledges shall not be affected by any assumption of
liability (Schuldübernahme) in relation to any of the Secured Claims and hereby expressly
consents (willigt ein) to any such transfer and/or assumption of liability within the
meaning of section 418 para. 1 sentence 3 of the German Civil Code (Bürgerliches Gesetzbuch)
(including when applied by analogy).
	 
	13.3	 	Independence
	 
	 	 	This Agreement and the Pledges are independent from all other security interests or
guarantees which may have been or will be given to the Administrative Agent and/or any of
the other Secured Parties with respect to any obligation of the Obligors (or any of them).
None of such other security interests or guarantees shall in any way prejudice, or be
prejudiced by, this Agreement or the Pledges.
	 
	14.	 	COSTS AND EXPENSES
	 
	 	 	The Pledgor shall promptly (unverzüglich) pay or reimburse each Pledgee the amount of any
and all costs, charges, fees and expenses (including fees for legal advisers) incurred by it
in connection with the enforcement or preservation of any rights under this Agreement or any
waiver in relation thereto, together in each case with any applicable value added tax or
other taxes. Any notarial fees and expenses incurred in connection with this Agreement shall
be borne by the Pledgor.
	 
	15.	 	PARTIAL INVALIDITY; WAIVER
	 
	15.1	 	Invalidity
	 
	 	 	If any provision of this Agreement or part thereof should be or become invalid or
unenforceable, this shall not affect the validity of the remaining provisions hereof. The
invalid or unenforceable provision shall be replaced by that provision which best meets the
intent of the replaced provision. This shall apply analogously with respect to anything
which is accidentally not regulated in this Agreement (Vertragslücke). § 139 of the German
Civil Code (Bürgerliches Gesetzbuch) shall be waived hereby.
	 
	 	 	In particular the Pledges shall not be affected and shall in any event extend to any and all
of the Pledged Shares held by the Pledgor in the Pledged Company even if the number or
nominal value of 




14









 






	 	 	the Shares, the Pledged Shares or the aggregate liable capital of the
Pledged Company as stated in Clause 2.1(b) (Pledged Shares) are inaccurate and deviate from
the actual facts.






	15.2	 	Waiver
	 
	 	 	No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent
or the other Pledgees (or any of them), any right or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any
further or other exercise thereof or the exercise of any other right or remedy. The rights
and remedies provided hereunder are cumulative and not exclusive of any rights or remedies
provided by law.
	 
	16.	 	AMENDMENTS
	 
	 	 	Changes to and amendments of this Agreement including this Clause 16 must be made in
writing.
	 
	17.	 	SUCCESSORS, ASSIGNMENTS AND TRANSFERS
	 
	 	 	This Agreement shall be binding upon the Parties hereto and, to the extent legally possible,
their respective successor(s) in law. Each Pledgee shall, to the extent legally possible, be
entitled to assign or otherwise transfer (i) any and all of its rights and (ii) (only with
regard to any person which becomes a lender or an administrative agent under the Credit
Agreement after the date of this Agreement) any and all of its duties pursuant to this
Agreement to third parties. The Pledgor is entitled to any such transfer with the prior
written consent of the Pledgees (acting through the Administrative Agent, as the case may
be) only.
	 
	18.	 	NOTICES AND THEIR LANGUAGE
	 
	18.1	 	Notices
	 
	 	 	Any notice or other communication under or in connection with this Agreement to the Pledgor
or the Administrative Agent and/or any of the other Pledgees shall be in writing (unless
notarisation is required) and shall be delivered personally, by post, email or fax and shall
be sent to the address, email address or fax number of the party, and for the attention of
the individual or department, as set forth in Schedule 3 hereto or such other address, email
address or fax number as is notified in writing by that Party for this purpose to the
Facility Agent, the Administrative Agent or, as the case may be, the Pledgor, from time to
time.
	 
	18.2	 	Language
	 
	 	 	Save for the notice pursuant to section 1280 of the German Civil Code (Bürgerliches
Gesetzbuch) and unless otherwise required by statutory German law or unless otherwise agreed
in writing from time to time, any notice or other communication under or in connection with
this Agreement shall be made in the English language or, if in any other language,
accompanied by a translation into English. In the event of any conflict between the English
text and the text in any other language, the English text shall prevail (unless the document
is a statutory or other official document), except that where a German translation of a
legal term appears in such text, the German translation shall prevail.
	 
	19.	 	APPLICABLE LAW; JURISDICTION
	 
	19.1	 	Governing Law
	 
	 	 	This Agreement shall be governed by and construed in accordance with the laws of the Federal
Republic of Germany.




15









 












	19.2	 	Jurisdiction
	 
	 	 	The place of jurisdiction for all Parties shall be Frankfurt am Main, Federal Republic of
Germany. The Administrative Agent and the other Pledgees, however, shall also be entitled to
take legal action against the Pledgor before any other competent court of law having
jurisdiction over the Pledgor or any of its assets.
	 
	20.	 	NOTIFICATION
	 
	 	 	The Pledgor and the Pledgees hereby instruct and the Pledgor authorises the undersigned
Notary Public to notify the Pledged Company in the Pledgor’s name of the Pledges by means of
forwarding a certified copy of this Agreement to the Pledged Company by registered mail
(return receipt requested).




16









 











SCHEDULE 1




ORIGINAL LENDERS




JPMorgan Chase Bank, N.A.




Bank of America, N.A.




Credit Suisse, Cayman Islands Branch




The Royal Bank of Scotland plc




Goldman Sachs Credit Partners L.P.




Wells Fargo Bank, N.A.




HSBC Bank USA, National Association




RBC Capital Markets




Morgan Stanley Bank, N.A.




17









 





SCHEDULE 2




ORIGINAL OBLIGORS




PART 1




ORIGINAL BORROWERS




ORIGINAL DOMESTIC BORROWER




First Solar, Inc.




ORIGINAL FOREIGN BORROWERS




First Solar Manufacturing GmbH




PART 2




ORIGINAL GUARANTORS




ORIGINAL DOMESTIC GUARANTORS




First Solar, Inc.




ORIGINAL FOREIGN GUARANTORS




First Solar Holdings GmbH




First Solar GmbH




First Solar Manufacturing GmbH




18









 





SCHEDULE 3




ADDRESSES FOR NOTICES




	 	 	 
	To the Pledgor:

	 	First Solar, Inc.

350 West Washington Street, Suite 600

Tempe, Arizona 85281





Attn.:    Anja Lange



    David Brady



Fax:      +49(0)6131-1443-500



    +1-602-414-9462



Email:   alange@firstsolar.com



     dbrady@firstsolar.com




	 	 	 
	To the Administrative Agent:

	 	JPMorgan Chase Bank, N.A.

10 South Dearborn, 7th Floor

Chicago, IL 60603
	 
	 	 
	 

	 	Attention: Creston Wren

Telecopy: 001 (312) 385-7097

Telephone: 001 (312) 385-7016
	 
	 	 
	With a copy to

	 	JPMorgan Chase Bank, N.A.

125 London Wall

London

EC2Y 5AJ
	 
	 	 
	 

	 	Attention: Lucy Chick

Telecopy: +44(0)20 7325 6835

Telephone: +44(0)20 7325 6926

	 
	 	 
	With a copy to

	 	JPMorgan Chase Bank, N.A.

201 North Central Avenue, Floor
 21Phoenix, AZ
85004
	 
	 	 
	 

	 	Attention: Mark Chambers

Telecopy: 001 (602) 221-1502

Telephone: 001 (602) 221-2290
	 
	 	 
	To the Pledged Company:

	 	First Solar Holdings GmbH

Rheinstr. 4B

55116 Mainz







19









 





Germany

Attn.:    Anja Lange



    David Brady



Fax:      +49(0)6131-1443-500



    +1-602-414-9462



Email:    alange@firstsolar.com



    dbrady@firstsolar.com





20











 





APPENDIX 3




SHARE PLEDGE AGREEMENT

(VERPFÄNDUNG VON GESCHÄFTSANTEILEN)

IN RELATION TO FIRST SOLAR GMBH




4 SEPTEMBER 2009




between




FIRST SOLAR HOLDINGS GMBH.

as Pledgor




and




JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

as Administrative Agent




 









 





CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Clause	 	 	 	 	 	 
	 
	 
	1.
	 	Interpretation	 	 	1	 
	2.
	 	Pledge	 	 	6	 
	3.
	 	Independent Pledges	 	 	6	 
	4.
	 	Purpose of the Pledges	 	 	6	 
	5.
	 	Dividends and other payment claims	 	 	7	 
	6.
	 	Exercise of voting rights	 	 	7	 
	7.
	 	Enforcement of the Pledges	 	 	8	 
	8.
	 	Maintenance of Liable Capital	 	 	9	 
	9.
	 	No defences or recourse	 	 	13	 
	10.
	 	Representations and warranties	 	 	13	 
	11.
	 	Undertakings	 	 	14	 
	12.
	 	Release	 	 	15	 
	13.
	 	Indemnity	 	 	16	 
	14.
	 	Duration and independence	 	 	16	 
	15.
	 	Costs and expenses	 	 	17	 
	16.
	 	Partial invalidity; Waiver	 	 	17	 
	17.
	 	Amendments	 	 	17	 
	18.
	 	Successors, assignments and transfers	 	 	17	 
	19.
	 	Notices and their language	 	 	18	 
	20.
	 	Applicable law; Jurisdiction	 	 	18	 
	21.
	 	Notification	 	 	18	 
	 
	 	 	 	 	 	 
	Schedules	 	 	 	 
	 
	 	 	 	 	 	 
	1.
	 	Original Lenders	 	 	19	 
	2.
	 	Original Obligors	 	 	20	 
	3.
	 	Addresses for notices	 	 	21	 






 









 






THIS SHARE PLEDGE AGREEMENT (the Agreement) is made on 4 September 2009




BETWEEN:





	 	 	FIRST SOLAR HOLDINGS GMBH, a limited liability company (Gesellschaft mit beschränkter
Haftung) organised under the laws of the Federal Republic of Germany, registered in the
commercial register (Handelsregister) of the local court (Amtsgericht) of Mainz, Germany,
under registration number HRB 40090 as pledgor (the Pledgor)
	 
	 	 	on one side; and
	 
	(1)	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association organised under the laws of
the United States with its main office at 1111 Polaris Parkway, Columbus, Ohio 43240, U.S.A.
acting through its London Branch, at 125 London Wall, London EC2Y 5AJ as administrative agent
(the Administrative Agent).





WHEREAS:





	(A)	 	The Original Lenders (as defined below) have agreed to make available to the Borrowers (as
defined below) certain revolving credit facilities and certain letters of credit on the terms
of and subject to the Credit Agreement (as defined below).
	 
	(B)	 	It is a condition to the Original Lenders (as defined below) making the credit facilities
available to the Borrowers (as defined below) that the Pledgor enters into this Agreement.





IT IS AGREED as follows:





	1.	 	INTERPRETATION
	 
	1.1	 	Definitions






	 	 	In this Agreement:
	 
	 	 	Additional Domestic Borrower means a company which becomes a borrower under the Credit
Agreement after the date of the Credit Agreement that is organised under the laws of any
jurisdiction within the United States of America.
	 
	 	 	Additional Domestic Guarantor means a company which becomes a guarantor under the Credit
Agreement after the date of the Credit Agreement that is organised under the laws of any
jurisdiction within the United States of America.
	 
	 	 	Additional Foreign Borrower means a company which becomes a borrower under the Credit
Agreement after the date of the Credit Agreement that is not an Additional Domestic
Borrower.
	 
	 	 	Additional Foreign Guarantor means a company which becomes a guarantor under the Credit
Agreement after the date of the Credit Agreement that is not an Additional Domestic
Borrower.
	 
	 	 	Agent means:






	 	(a)	 	the Syndication Agent;
	 
	 	(b)	 	the Documentation Agent; and




1









 












	 	(c)	 	the Administrative Agent.
	 
	 	Ancillary Rights means:
	 
	 	(a)	 	dividends, if any, payable on the Shares;
	 
	 	(b)	 	liquidation proceeds (Liquidationserlöse), consideration for redemption
(Einziehungsentgelt), repaid capital in case of a capital decrease
(Kapitalherabsetzung), any compensation in case of termination (Kündigung) and/or
withdrawal (Austritt) of a shareholder of the Pledged Company, the surplus in case of
surrender (Preisgabe) and all other pecuniary claims associated with the Shares;
	 
	 	(c)	 	the right to subscribe for newly issued shares.






	 	 	Assignment and Assumption Agreement means the assignment and assumption agreement, pursuant
to which a Lender as assignor sells and assigns to a person as assignee , inter alia, any or
all of the assignor’s rights and obligations in its capacity as a lender under the Credit
Agreement.
	 
	 	 	Borrower means any Domestic Borrower and any Foreign Borrower.
	 
	 	 	Business Day means a day (other than a Saturday or Sunday) on which banks are open for
general business in Frankfurt am Main, Germany.
	 
	 	 	Company means First Solar, Inc., a corporation organised under the laws of Delaware, United
States of America, having its business address at 350 West Washington Street, Suite 600,
Tempe, Arizona 85281, United States of America
	 
	 	 	Credit Agreement means the New York law governed credit agreement dated on or about the date
of this Agreement between the Company and the Original Foreign Borrowers on one side and,
inter alia, the Administrative Agent and the Original Lenders together with each New Lender
Supplement, and Assignment and Assumption Agreement relating thereto and any and each other
agreement or instrument amending, modifying, extending, restating or supplementing it from
time to time providing for an approximately $300,000,000 facility and an up to $100,000,000
Incremental Facility.
	 
	 	 	Documentation Agent means The Royal Bank of Scotland plc.
	 
	 	 	Dollar or $ means the lawful currency of the United States of America.
	 
	 	 	Domestic Borrower means the Company and any Additional Domestic Borrower.
	 
	 	 	Domestic Guarantor means any Original Domestic Guarantor and any Additional Domestic
Guarantor.
	 
	 	 	Euro, EUR or € means the single currency of the participating member states of the European
Union.
	 
	 	 	Event of Default means an event (i) in which the commitments under the Credit Agreement will
automatically immediately terminate and the amounts outstanding are immediately due and
payable (ii) which would entitle the Administrative Agent (A) to, inter alia, prematurely
terminate all or part of the total commitments under the Credit Agreement and/or (B) to
declare that all or part of the amounts outstanding under the Credit Agreement are
immediately due and payable or payable on




2









 












	 	 	demand provided that any requirement for the giving of notice, the lapse of time or both has
been satisfied.
	 
	 	 	Existing Share means the share in the Pledged Company as set forth in Clause 2.1(b) (Pledged
Shares) hereof.
	 
	 	 	Foreign Borrower means any Original Foreign Borrower and any Additional Foreign Borrower.
	 
	 	 	Foreign Guarantor means any Original Foreign Guarantor and any Additional Foreign Guarantor.
	 
	 	 	Future Pledgee means any person or entity replacing the Administrative Agent in its function
as administrative agent under the Credit Agreement.
	 
	 	 	Future Shares means any and all shares in the capital of the Pledged Company issued in
addition to the Existing Share in whatever nominal value which the Pledgor may acquire in
future in the event of an increase of the capital of the Pledged Company or otherwise.
	 
	 	 	German Borrower means First Solar Manufacturing GmbH and any other person or entity that is
organised under the laws of the Federal Republic of Germany which becomes a borrower under
the Credit Agreement after the date of the Credit Agreement.
	 
	 	 	German Guarantor means First Solar GmbH and First Solar Holdings GmbH and any other person
or entity that is organised under the laws of the Federal Republic of Germany which is
required to provide for a guarantee in connection with the Loan Documents after the date of
the Credit Agreement.
	 
	 	 	Group means the Company and its Subsidiaries from time to time.
	 
	 	 	Guarantee and Collateral Agreement means the guarantee and collateral agreement dated on or
about the date of this Agreement made between, inter alia, First Solar, Inc. and certain of
its Subsidiaries in favour of the Administrative Agent which will be attached as “Exhibit A”
to the Credit Agreement.
	 
	 	 	Guarantor means any Domestic Guarantor and any Foreign Guarantor.
	 
	 	 	Incremental Facility means any additional revolving loan provided either






	 	(i)	 	by a person that already is a lender under the Credit Agreement
(defined as “increasing lender” therein) after having accepted an increase of
its revolving commitment; or
	 
	 	(ii)	 	by an assuming lender becoming a new lender under the Credit
Agreement (defined as “assuming lender” therein) after having signed a New
Lender Supplement,






	 	 	provided that the aggregate amount of the aggregate revolving loans will in no event exceed
$400,000,000.
	 
	 	 	Issuing Lender means the Original Issuing Lender and any other lender that has agreed in its
sole discretion to issue a letter of credit to any Borrower or any other borrowing
Subsidiary in connection with the Credit Agreement.
	 
	 	 	Lender means an Original Lender and any person which becomes a lender under the Credit
Agreement, including without limitation an assuming lender of an Incremental Facility, after




3









 












	 	 	the date of this Agreement, unless, in each case, such person has ceased to be a lender
under the Credit Agreement.
	 
	 	 	Letter of Credit means any letter of credit issued or to be issued under the Credit
Agreement, as such letter of credit may be amended, modified, restated, extended, renewed,
increased, replaced or supplemented from time to time.
	 
	 	 	Loan Document means






(a) the Credit Agreement;




(b) each Security Document;




(c) any Note; and




(d) any other document designated as such by the Administrative Agent and the Company.




	 	 	New Lender Supplement means a supplement to the Credit Agreement pursuant to which an
assuming lender will become a party to the Credit Agreement with a revolving commitment in
an amount agreed by such assuming lender.
	 
	 	 	Note means any promissory note evidencing loans in accordance with the terms of the Credit
Agreement, that may be amended, modified, supplemented, extended, renewed or replaced from
time to time.
	 
	 	 	Obligor means a Borrower and/or a Guarantor.
	 
	 	 	Original Domestic Guarantors means each of the Subsidiaries of the Company listed in
Schedule 2 under the section “Original Domestic Guarantors”.
	 
	 	 	Original Foreign Borrower means each of the Subsidiaries of the Company listed in Schedule 2
under the section “Original Foreign Borrowers”.
	 
	 	 	Original Foreign Guarantor means each of the Subsidiaries of the Company listed in Schedule
2 under the section “Original Foreign Guarantors”.
	 
	 	 	Original Issuing Lender means JPMorgan Chase Bank, N.A.
	 
	 	 	Original Lender means each of the financial institutions set out in Schedule 1 hereto in its
capacity as original lender to the Company and the Original Foreign Borrowers.
	 
	 	 	Original Pledgees means the Administrative Agent.
	 
	 	 	Parties means the Pledgor, the Administrative Agent and the Pledgees.
	 
	 	 	Person means an individual, partnership, corporation, limited liability company, business
trust, joint stock company, trust, unincorporated association, joint venture, any
governmental authority or other entity of whatever nature.
	 
	 	 	Pledged Company means First Solar GmbH, a limited liability company (Gesellschaft mit
beschränkter Haftung) organised under the laws of the Federal Republic of Germany,
registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of
Mainz, Germany, under registration number HRB 8855.




4









 












	 	 	Pledges means any and all pledges constituted pursuant to Clause 2.2 (a) of this Agreement.
	 
	 	 	Pledgees means the Administrative Agent and any Future Pledgee.
	 
	 	 	Secured Claims means all present and future rights and claims (Ansprüche) (whether actual or
contingent and whether owned jointly or severally or in any other capacity whatsoever)
(including claims from unjust enrichment (ungerechtfertige Bereicherung) and tort (Delikt))
of any of the Secured Parties against any German Borrower and any German Guarantor under or
in connection with the Loan Documents (or any of them) or any Letter of Credit, each as
amended, varied, supplemented or novated from time to time, including without limitation,
any increase of principal or interest, in each case together with all interest, costs,
charges and expenses incurred by any Secured Party in connection with the protection and
preservation or enforcement of its respective rights under the Loan Documents or any Letter
of Credit.
	 
	 	 	Secured Party means an Agent, the Lenders and any affiliate of any Lender to which any
obligations under any Loan Document or under any Specified Swap Agreements are owed by any
member of the Group, any Issuing Lender and any Swap Counterparty.
	 
	 	 	Security means any and all collateral granted with a view to securing the Secured Claims.
	 
	 	 	Security Document means






	 	(a)	 	the Guarantee and Collateral Agreement; and
	 
	 	(b)	 	any other document evidencing or creating collateral over any asset of an
Obligor to secure any obligation of an Obligor under or in connection with, inter alia,
the Credit Agreement.






	 	 	Shares means the Existing Share and the Future Shares.
	 
	 	 	Specified Swap Agreement means any Swap Agreement entered into by the Company or any
Guarantor and any lender or any affiliate of a lender in connection with the Credit
Agreement.
	 
	 	 	Subsidiary means as to any Person, a corporation, partnership, limited liability company or
other entity of which shares of stock or other ownership interests having ordinary voting
power (other than stock or such other ownership interests having such power only by reason
of the happening of a contingency) to elect a majority of the board of directors or other
managers of such corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through one or more
intermediaries, or both, by such Person. And unless otherwise qualified, all references to a
“Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or
Subsidiaries of the Company.an entity of which a person owns directly or indirectly more
than 50 percent (50%) of the voting capital or similar right of ownership.
	 
	 	 	Swap Agreement means any agreement with respect to any swap, forward, future or
derivative transaction or option or similar agreement involving, or settled by reference to,
one or more rates, currencies, commodities, equity or debt instruments or securities, or
economic, financial or pricing indices or measures of economic, financial or pricing risk or
value or any similar transaction or any combination of these transactions; except for any
phantom stock or similar plan providing for payments only on account of services provided by
current or former directors, officers, employees or consultants of the Company or any of its
Subsidiaries.
	 
	 	 	Swap Counterparty means any person or entity providing a Specified Swap Agreement.
	 
	 	 	Syndication Agent means Credit Suisse, Cayman Islands Branch.




5









 












	1.2	 	Where the context so admits, the singular includes the plural and vice versa.
	 
	1.3	 	The headings in this Agreement are for convenience only and are to be ignored in construing
this Agreement.
	 
	1.4	 	Any reference in this Agreement to a defined document is a reference to that defined document
as amended, varied, supplemented or novated from time to time.
	 
	1.5	 	Any reference to a Party or other person (including any Obligor and any Secured Party)
includes its respective successor(s) in law (including any universal successor
(Gesamtrechtsnachfolger) of that person by way of merger (Verschmelzung), any other
reorganisation contemplated in the German Transformation Act (Umwandlungsgesetz) or otherwise)
and any assign(s) and transferee(s) of that person and, to the extent legally possible, any
legal provision to the contrary is waived.
	 
	2.	 	PLEDGE
	 
	2.1	 	Pledged Shares






	 	(a)	 	The Pledgor is at the date of this Agreement the sole shareholder of the
Pledged Company.
	 
	 	(b)	 	The total registered share capital (Stammkapital) of the Pledged Company
amounts to EUR 25,000 (in words: twenty five thousand Euro). The registered share
capital of the Pledged Company is represented by one share amounting to EUR 25,000 (in
words: twenty five thousand euro) (the Existing Share) which is held by the Pledgor. At
present, there are no other shares in the Pledged Company.
	 
	 	(c)	 	The Existing Share is fully paid up. As at the date hereof, there is no
obligation for the Pledgor to make additional contributions to the Pledged Company.






	2.2	 	Constitution of Pledge






	 	(a)	 	The Pledgor hereby pledges the Shares and any and all Ancillary Rights
pertaining thereto to each of the Original Pledgees and to each Future Pledgee for
their rateable and equally ranking interest as security.
	 
	 	(b)	 	Each of the Original Pledgees hereby accepts the Pledges. In addition the
Administrative Agent accepts the Pledges for and on behalf of each Future Pledgee
hereunder as proxy without power of attorney (Vertreter ohne Vertretungsmacht). Each
Future Pledgee ratifies and confirms such acceptance so made by the Administrative
Agent on its behalf by accepting the transfer or assignment of any Secured Claim and/or
by becoming a party to a Loan Document, thereby becoming a Pledgee. All Parties confirm
that the validity of any of the Pledges constituted hereunder is not affected by the
Administrative Agent acting as proxy without power of attorney for any Future Pledgee.
For the avoidance of doubt, the Parties agree that nothing in this Agreement shall
exclude a transfer of all or part of the Pledges by operation of law.






	3.	 	INDEPENDENT PLEDGES






	 	 	The validity and effect of each of the Pledges shall be independent from the validity and
the effect of any of the other Pledges created hereunder. The Pledges to each of the
Pledgees shall be separate and individual pledges. Each of the Pledges shall rank pari passu
to each other Pledge created hereunder.




6









 












	4.	 	PURPOSE OF THE PLEDGES
	 
	 	 	The Pledges are constituted in order to secure the full and irrevocable satisfaction and
discharge of any and all Secured Claims.
	 
	 	 	The Parties hereby expressly agree that the provisions of section 1210 para 1 sentence 2 of
the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement and the
Pledges.
	 
	5.	 	DIVIDENDS AND OTHER PAYMENT CLAIMS
	 
	5.1	 	Entitlement to receive dividend payments and to exercise other Ancillary Rights
	 
	 	 	Notwithstanding that the dividends and the other Ancillary Rights are pledged pursuant to
this Agreement, the Pledgor shall be entitled to (i) receive and retain all dividend
payments and all other payments in respect of the Shares and (ii) receive, retain and
exercise all other Ancillary Rightsunless an Event of Default has occurred, is continuing
and the Administrative Agent would be entitled to enforce any of the Pledges pursuant to
Clause 7 of this Agreement..
	 
	5.2	 	Pledgees’ rights
	 
	 	 	Notwithstanding Clause 5.1 (Entitlement to receive dividend payments) above:






	 	(a)	 	dividends paid or payable other than in cash and other property received,
receivable or otherwise distributed in respect of or in exchange for the Shares;
	 
	 	(b)	 	dividends or other distributions paid or payable in cash in respect of the
Shares in connection with (i) the partial or total liquidation; (ii) dissolution; or
(iii) in connection with the reduction of capital (Kapitalherabsetzung); and
	 
	 	(c)	 	cash paid, payable or otherwise distributed in respect of principal of, or in
redemption of, or in exchange for the Shares,






	 	 	shall be made available and shall forthwith be delivered to the Administrative Agent for
itself and for the Pledgees to be held as security for the Secured Claims and shall, if
received by the Pledgor, be received as holder for the Pledgees and segregated from the
other property or funds of the Pledgor and be forthwith delivered to the Administrative
Agent for itself and for the Pledgees as security for the Secured Claims in the same form as
so received (with any necessary endorsement). Any further reaching obligations of the
Pledged Company and/or the Pledgor in respect of the use of profits and/or dividends shall
not be affected by this Clause 5.2.






	6.	 	EXERCISE OF VOTING RIGHTS
	 
	6.1	 	Voting Rights
	 
	 	 	The voting rights resulting from the Shares remain with the Pledgor. The Pledgor, however,
shall at all times until the full and irrevocable satisfaction and discharge of all Secured
Claims or the release of the Pledges be required, in exercising its voting rights, to act in
good faith to ensure that the existence, validity or enforceability of the Pledges is not
adversely affected.
	 
	6.2	 	Impairment
	 
	 	 	The Pledgor shall not take, or participate in, any action which can be reasonably be
expected to impair, or to be for any other reason inconsistent with, the security interest
of the Pledgees or the




7









 












	 	 	security purpose as described in Clause 4 (Purpose of the Pledges) hereof or to defeat,
impair or circumvent the rights of the Pledgees hereunder.
	 
	6.3	 	Information by the Pledgor
	 
	 	 	The Pledgor shall inform the Administrative Agent promptly (unverzüglich) of all other
actions concerning the Pledged Company which could be reasonably expected to materially
adversely affect the Pledges (or any part thereof). In particular, the Pledgor shall notify
the Administrative Agent forthwith of:






	 	(a)	 	any shareholders’ meeting at which a resolution is intended to be adopted which
could have a material adverse effect upon the Pledges. In any event, the Pledgor shall
procure that the Administrative Agent will upon request promptly (unverzüglich)
receive, as soon as they are available, a copy of the convocation notice for such
ordinary or extraordinary shareholders’ meeting setting forth the agenda and all
applications and decisions to be taken, and the minutes of any such shareholders’
meeting; and
	 
	 	(b)	 	any resolution which is intended to be adopted outside a shareholders’ meeting
and which could have a material adverse effect upon the Pledges and provide to the
Administrative Agent a draft of any such resolution. In any event, the Administrative
Agent shall upon request promptly (unverzüglich) receive, as soon as it is available, a
copy of any such resolution.






	7.	 	ENFORCEMENT OF THE PLEDGES
	 
	7.1	 	Pledgees’ rights
	 
	(a)	 	At any time after the occurrence and during the continuation of an Event of Default if, in
addition, the requirements set forth in sections 1273, 1204 et seq. of the German Civil Code
(Bürgerliches Gesetzbuch) with regard to the enforcement of pledges are met (Pfandreife), the
Pledgees (or any of them) acting through the Administrative Agent shall be entitled to enforce
the Pledges (or any part thereof) by way of public auction (öffentliche Versteigerung) and/or
in any other way permitted under German law, in all cases notwithstanding section 1277 of the
German Civil Code without any enforceable judgment or other instrument (vollstreckbarer
Titel).
	 
	(b)	 	The Pledgees (or any of them) acting through the Administrative Agent shall notify the
Pledgor of the intention to realise the Pledges (or any part thereof) not less than 1 (one)
week before the date on which the Pledges (or any such part thereof) are intended to be
enforced. Such notice period is not necessary if (i) the Pledgor has generally ceased to make
payments, (ii) an application for the commencement of insolvency proceedings over the assets
of the Pledgor is filed (and not withdrawn) by the Pledgor or by any third person and, in the
latter case, it is not without delay established to the satisfaction of the Pledgees that the
application is obviously frivolous or (iii) the observance of such notice period can
reasonably be expected to adversely affect the enforceability of the Pledges (or any part
thereof). The Pledgor hereby expressly agrees that 1 (one) week’s prior written notice to it
of the place and time of any public auction held in accordance with Clause 7.1 (a) (Pledgees’
rights) above shall be sufficient. Such public auction may be held at any place in the Federal
Republic of Germany which will be determined by the Administrative Agent.
	 
	(c)	 	If the Administrative Agent seeks to enforce the Pledges (or any part thereof) pursuant to,
and in accordance with Clause 7.1(a) (Pledgees’ Rights) above, the Pledgor shall, at its own
expense, render forthwith all assistance necessary in order to facilitate the prompt
realisation of the Shares (or any of them) and/or the exercise by the Pledgees (or any of
them) acting through the Administrative Agent of any other right a Pledgee may have pursuant
to this Agreement or statutory German law.




8









 












	(d)	 	In case of an enforcement of the Pledges or if the Pledgor pays or repays any of the Secured
Claims owed by any other Obligor, section 1225 of the German Civil Code (Bürgerliches
Gesetzbuch) (Legal subrogation of claims to a pledgor (Forderungsübergang auf den Verpfänder))
shall not apply and no rights or claims of the Pledgees shall pass to the Pledgor until the
full and irrevocable satisfaction and discharge of all Secured Claims.
	 
	(e)	 	The Pledgees (or any of them) acting through Administrative Agent may determine which part of
the Security, if applicable, shall be used to satisfy the Secured Claims.






	7.2	 	Dividends
	 
	 	 	Provided that the requirements for enforcement referred to under Clause 7.1(a) (Pledgees’
Rights) above are met and an enforcement notice has been served in accordance with Clause
7.1 (b), all dividends and all other payments based on similar ancillary rights attributed
to the Shares may be applied by the Pledgees in satisfaction in whole or in part of the
Secured Claims notwithstanding a Pledgee’s right to treat such payments as additional
collateral. Any such payments which are made to the Pledgor after the time the Pledges have
become enforceable must be paid to the Administrative Agent.
	 
	7.3	 	Voting rights
	 
	 	 	Even if the requirements for enforcement referred to under Clause 7.1(a) (Pledgees’ Rights)
above are met, the Administrative Agent shall not, whether as proxy or otherwise, be
entitled to exercise the voting rights attached to the Shares for itself or on behalf of any
of the Pledgees. However, the Pledgor shall, upon the occurrence of an event which gives the
Pledgees the right to enforce the Pledges (or any part thereof) pursuant to Clause 7.1, have
the obligations and the Pledgees shall have the rights set forth in Clause 6.3 (Information
by the Pledgor) of this Agreement regardless of which resolutions are intended to be
adopted.
	 
	7.4	 	Application of proceeds
	 
	(a)	 	The proceeds resulting from the enforcement of the Pledges (or any part thereof) shall be
applied by the Administrative Agent towards the satisfaction of the Secured Claims.
	 
	(b)	 	Until the full and irrevocable satisfaction and discharge of all Secured Claims, the Pledgees
shall be entitled to treat all enforcement proceeds, held by the Administrative Agent separate
from its assets on a separate trust account for the benefit of the Secured Parties and after
the full and irrevocable satisfaction and discharge for the benefit of the Pledgor, as
additional collateral for the Secured Claims, notwithstanding their right to seek satisfaction
from such proceeds at any time.
	 
	(c)	 	After the full and irrevocable satisfaction and discharge of all Secured Claims any remaining
proceeds resulting from the enforcement of the Pledges (or any part thereof) shall be
transferred to the Pledgor at the cost and expense of the Pledgor.
	 
	8.	 	MAINTENANCE OF LIABLE CAPITAL
	 
	 	 	For the purpose of this Clause 8 (Maintenance of Liable Capital):
	 
	 	 	Up-Stream and/or Cross-Stream German Pledge means in relation to a German Pledgor any Pledge
directly or indirectly securing the obligations or liabilities of any member of the Relevant
Group that is not a direct or indirect Relevant Subsidiary of such German Pledgor.




9









 












	 	 	Relevant Group refers to a German Pledgor and any affiliated company (verbundenes
Unternehmen) of such German Pledgor within the meaning of §§ 15 et. seq. of the German Stock
Corporation Act (Aktiengesetz).
	 
	 	 	Relevant Subsidiary means an entity of which a person owns directly or indirectly more than
50 percent (50%) of the voting capital or similar right of ownership.
	 
	8.1	 	Each of the Administrative Agent and the other Secured Parties agrees not to enforce the
Pledge granted under this Agreement against any Pledgor incorporated in Germany (each, a
German Pledgor) irrespective of whether the relevant German Pledgor is at the time of
enforcement incorporated as






	 	•	 	a limited liability company (Gesellschaft mit beschränkter Haftung) (a German
GmbH Pledgor), or
	 
	 	•	 	a limited partnership (Kommanditgesellschaft) of which the general partner
(Komplementär) is a limited liability company (a German GmbH & Co. KG Pledgor),






	 	if and to the extent the Pledge granted under this Agreement is an Up-Stream and/or
Cross-Stream German Pledge in relation to such German Pledgor, and (ii) if and to the extent
the enforcement of such Up-Stream and/or Cross-Stream German Pledge would cause or
constitute
	 
	 	(a)	 	the German GmbH Pledgor’s, or in the case of the German GmbH & Co. KG Pledgor
its general partner’s, net assets (the calculation of which shall take into account the
captions reflected in § 266 (2) A, B and C of the German Commercial Code
(Handelsgesetzbuch)) less the German GmbH Pledgor’s, or in case of a German GmbH & Co.
KG Pledgor its general partner’s, liabilities, provisions and liability reserves (the
calculation of which shall take into account the captions reflected in § 266 (3) B, C
and D of the German Commercial Code) (the Net Assets) to be less than the registered
share capital (Stammkapital) of the German GmbH Pledgor, or in the case of a German
GmbH & Co. KG Pledgor of the registered share capital of its general partner
(Begründung einer Unterbilanz); or
	 
	 	(b)	 	an increase of a shortfall, if the Net Assets of the German GmbH Pledgor, or in
the case of a German GmbH & Co. KG Pledgor, of its general partner, already fall short
of the amount of the registered share capital (Vertiefung einer Unterbilanz); and/or
	 
	 	(c)	 	a payment within the meaning of § 64 sentence 3 of the German Limited Liability
Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung).






	8.2	 	For the purposes of the calculation of the Net Assets in Clause 8.1 above the following items
shall be adjusted as follows:






	 	(a)	 	the amount of an increase in the registered share capital of the German GmbH
Pledgor, or in the case of a German GmbH & Co. KG Pledgor of its general partner,






	 	(i)	 	that has been effected out of retained earnings (Kapitalerhöhung
aus Gesellschaftsmitteln) without the prior written consent of the
Administrative Agent after the date of the Credit Agreement; or
	 
	 	(ii)	 	any amount of an increase in the registered share capital if and
to the extent that it has not been fully paid in,






	 	 	 	shall be deducted from the registered share capital;




10









 






	 	(b)	 	any loans and other contractual liabilities incurred by the German GmbH
Pledgor, or in the case of a German GmbH & Co. KG, its general partner in violation of
the Credit Agreement after the date of the Credit Agreement shall be disregarded as
liabilities;






	 	 	 	and






	 	(c)	 	the Net Assets shall take into account reasonable costs of the Auditor’s
Determination (as defined below), either as a reduction of assets or an increase of
liabilities.






	8.3	 	Any German Pledgor, and in case of a German GmbH & Co. KG Pledgor its general partner, shall
realise, to the extent legally permitted and commercially justifiable, in a situation where
after enforcement of the Pledge the German GmbH Pledgor, or in the case of a German GmbH & Co.
KG Pledgor its general partner, would not have Net Assets in excess of its respective
registered share capital, any and all of its assets, and in case of a German GmbH & Co. KG
Pledgor its general partner’s assets, that are shown in the respective balance sheet with a
book value (Buchwert) that is significantly lower than the market value of the asset if such
asset is not necessary for the relevant German Pledgor’s, and in case of a German GmbH & Co.
KG Pledgor its general partner’s, business (betriebsnotwendig).
	 
	8.4	 	Subject to Clause 8.1, after the receipt of a written demand by the Administrative Agent
and/or any other Secured Party to make a payment under any Pledge granted under this Agreement
(the Enforcement Notice), a copy of the relevant determination shall be drawn up in good faith
(applying the due care of an ordinary businessman (Sorgfalt eines ordentlichen
Geschäftsmannes)) and made available to the Administrative Agent by the relevant German
Pledgor (the Management Determination) within 10 (ten) Business Days of the German Pledgor’s
receipt of the Enforcement Notice stating






	 	(a)	 	if and to what extent the Pledge granted hereunder is an Up-Stream and/or
Cross-Stream German Pledge;
	 
	 	(b)	 	which amount of such Up-Stream and/or Cross-Stream German Pledge can be
enforced without causing the Net Assets of the relevant German Pledgor, or, where the
Pledgor is a German GmbH & Co KG Pledgor, its general partner, to fall (or to fall
further) below its respective registered share capital (taking into account the
adjustments set out in Clauses 8.2 above and the value realisation pursuant to Clause
8.3 above), and
	 
	 	(c)	 	which amount of such Up-Stream and/or Cross-Stream German Pledge can be
enforced without constituting a payment within the meaning of § 64 sentence 3 of the
German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit
beschränkter Haftung),
	 
	 	(such amount calculated according to (b) — (c), the Recovery Amount). Subject to Clause
8.6 below, the Secured Parties shall only be entitled to enforce the amount of any Up-Stream
and/or Cross-Stream German Pledge up to the Recovery Amount.






	8.5	 	Following the Administrative Agent’s receipt of a Management Determination, the relevant
German Pledgor shall provide within 15 (fifteen) Business Days a determination by auditors of
international standing and reputation appointed by the relevant German Pledgor or, in the case
of a GmbH & Co. KG, its general partner (the Auditor’s Determination) of (i) the Recovery
Amount (such
determination to take into account the adjustments set out in Clauses 8.2 and the value
realisation pursuant to Clause 8.3 above) and (ii) an estimate of the liabilities, damages,
costs, fees and expenses reasonably expected to result from a liquidation of the relevant
German Pledgor, and such German Pledgor shall, not later than 10 (ten) Business Days after
receipt by it of such Auditor’s




11









 












	 	 	Determination, pay to the relevant Secured Parties the additional amount (if any) by which the
Recovery Amount determined in the Auditor’s Determination exceeds the amount (if any) paid to
any of the Secured Parties pursuant to Clause 8.4 above, and the Secured Parties shall repay
any enforcement amount received in excess of the Recovery Amount determined in the Auditor’s
Determination (if any) to the respective German Pledgor or, in the case of a German GmbH & Co.
KG Pledgor, its general partner.
	 
	8.6	 	If (i) the Administrative Agent disagrees with the Auditor’s Determination or (ii) the
relevant German Pledgor (or in the case of a German GmbH & Co KG Pledgor, its general partner)
fails to deliver an Management Determination within 10 (ten) Business Days of the German
Pledgor’s receipt of the Enforcement Notice or (iii) an Auditor’s Determination within 15
(fifteen) Business Days following the Administrative Agent’s receipt of a Management
Determination, the Secured Parties shall be entitled to further pursue in court their payment
claims under this Pledge granted by the respective German Pledgor in excess of the amounts
paid or payable pursuant to Clauses 8.4 and 8.5 above, by claiming in court that demanding
payment under the German Pledge against the relevant German Pledgor does not violate §§ 30, 31
of the German Limited Liability Companies Act and would not constitute a payment within the
meaning of § 64 sentence 3 of the German Limited Liability Companies Act (Gesetz betreffend
die Gesellschaften mit beschränkter Haftung) (taking into account the calculation of the Net
Assets as set out in Clause 8.1 and the adjustments as set out in Clause 8.2 and the value
realisation pursuant to Clause 8.3 above). Notwithstanding the foregoing, and for the
avoidance of doubt, no German Pledgor shall be obliged to pay any such amount on demand.
	 
	8.7	 	The limitations set out in Clause 8.1 (a) and (b) and in Clause 8.4 (b) shall not apply if
and to the extent the Pledge by the relevant German Pledgor secures any amounts borrowed under
the Credit Agreement which are lent or on-lent to such German Pledgor or any of its direct or
indirect owned Relevant Subsidiaries from time to time and have not been repaid.
	 
	8.8	 	The limitations provided for in Clause 8.1 (a) and (b) and in Clause 8.4 (b) shall not apply
so long as:






	 	(a)	 	the affected German Pledgor (or, in the case of a GmbH & Co. KG, its general
partner) is a party to a profit and loss sharing agreement (Gewinnabführungsvertrag)
and/or a domination agreement (Beherrschungsvertrag) where such German Pledgor (or, in
the case of a GmbH & Co. KG, its general partner) is the dominated entity (beherrschtes
Unternehmen) and/or the entity being obliged to share its profits with the other party
of such profit and loss sharing agreement; it being understood that in such case the
Secured Parties shall only be entitled to enforce the amount of any Up-Stream German
Pledge and/or Cross-Stream German Pledge if and to the extent that it may reasonably be
expected (applying the due care of an ordinary businessman (Sorgfalt eines ordentlichen
Geschäftsmannes)) that such German Pledgor (or, where the Pledgor is a German GmbH & Co
KG Pledgor, its general partner) is able to recover the annual loss (Jahresfehlbetrag)
which the dominating entity is obliged to pay pursuant to § 302 of the German Stock
Corporation Act (Aktiengesetz). For the purpose of the determination of the amount to
be recovered under this Clause 8.8, the provisions set forth under Clauses 8.4, 8.5 and
8.6 above shall apply mutatis mutandis; and/or
	 
	 	(b)	 	the relevant German Pledgor’s Pledge granted under this Agreement being covered
by a valuable consideration or recourse claim (vollwertiger Gegenleistungs- oder
Rückgewähranspruch) within the meaning of § 30 (1) Sentence 2 of the German Limited
Liability Companies Act; and/or




12









 












	 	(c)	 	the relevant German Pledgor’s payment under this Agreement discharges a
shareholder loan or a claim of similar effect within the meaning of § 30 (1) Sentence 3
of the German Limited Liability Companies Act.






	8.9	 	For the avoidance of doubt, any balance sheet to be prepared for the determination of the Net
Assets shall be prepared in accordance with relevant accounting principles.
	 
	8.10	 	Nothing in this Clause 8 (Maintenance of Liable Capital) shall be interpreted as a
restriction or limitation of the enforcement of the Pledge granted under this Agreement if and
to the extent the Pledge granted under this Agreement secures own obligations of the relevant
German Pledgor or obligations of any of its direct or indirect Relevant Subsidiaries.
	 
	9.	 	NO DEFENCES OR RECOURSE
	 
	9.1	 	The Pledgor hereby waives any rights of revocation (Anfechtbarkeit) and set-off
(Aufrechenbarkeit) it may have pursuant to sections 1211 and 770(1) and (2) of the German
Civil Code (Bürgerliches Gesetzbuch) save to the extent that the relevant Secured Claims can
be discharged by way of set off against counterclaims which are undisputed (unbestritten) or
ascertained by unappealable judgment (rechtskräftig festgestellt) and any defence of failure
to pursue remedies (Einrede der Vorausklage) it may have.
	 
	9.2	 	To the extent legally possible, the Pledgor hereby expressly waives the defences exercisable
by it pursuant to section 1211 para. 1 sentence 1 alternative 1 of the German Civil Code
(Bürgerliches Gesetzbuch) which the principal debtor of any Secured Claim has against any
Secured Claim (Einreden des Hauptschuldners). 
	 
	9.3	 	In addition to Clause 7.1(d) (Pledgees’ rights) of this Agreement, the Parties hereby agree
that until the full and irrevocable satisfaction and discharge of all Secured Claims no rights
and claims shall pass to or otherwise arise for the benefit of the Pledgor by subrogation
(gesetzlicher Übergang von Forderungen und Rechten) or otherwise, including any recourse
claims, indemnification claims, claims arising from unjust enrichment (ungerechtfertigte
Bereicherung) and any right to demand the assignment and/or transfer of any Secured Claim
and/or Security, against any Obligor, grantor of Security or Secured Party (as the case may
be) which it may (but for this Clause 8) acquire as a result of:






	 	(i)	 	a payment or repayment by the Pledgor of any debt of any other Obligor under
any of the Loan Documents; or
	 
	 	(ii)	 	in case of enforcement of the Pledges (or any part thereof).






	 	 	Until the full and irrevocable satisfaction and discharge of all Secured Claims, the Pledgor
furthermore undertakes not to exercise (pactum de non petendo), and not to purport to
exercise, any such rights and claims which may pass to it or otherwise arise for its benefit
notwithstanding this Clause 8 or would pass to it or otherwise arise for its benefit but for
this Clause 8.
	 
	 	 	The provisions under this Clause 8.3 shall not apply with regard to a recourse claim, if the
parties agreed to allow such recourse of the Pledgor against any of the other Parties
thereby taking at all times into account the terms of the Credit Agreement and any other
Loan Document.
	 
	10.	 	REPRESENTATIONS AND WARRANTIES
	 
	 	 	The Pledgor represents and warrants (selbständiges Garantieversprechen im Sinne von § 311
Bürgerliches Gesetzbuch) to the Pledgees that on the date of this Agreement:




13









 












	 	(a)	 	both the Pledgor and the Pledged Company are validly existing and each of them
is neither:






	 	(i)	 	unable to pay its debts when they fall due (zahlungsunfähig)
within the meaning of section 17 of the German Insolvency Code
(Insolvenzordnung); nor
	 
	 	(ii)	 	in a state of imminent inability to pay its debts when they fall
due (drohende Zahlungsunfähigkeit) within the meaning of section 18 of the
German Insolvency Code (Insolvenzordnung); nor
	 
	 	(iii)	 	over-indebted (überschuldet) within the meaning of section 19 of
the German Insolvency Code (Insolvenzordnung); nor
	 
	 	(iv)	 	subject to any insolvency proceedings (Insolvenzverfahren) (or
other or similar proceedings under the laws of any other applicable
jurisdiction) or any refusal of opening insolvency proceedings for insufficiency
of assets (Abweisung mangels Masse) (within the meaning of section 26 of the
German Insolvency Code (Insolvenzordnung)); 






	 	(b)	 	the Existing Share is the only share (Geschäftsanteile) in the Pledged Company
in existence at the date hereof; 
	 
	 	(c)	 	the Pledgor is not subject to any restriction of any kind with regard to the
transfer of, or the granting of a pledge in, or any other disposal of, the Existing
Share, or with regard to the right to receive dividends on the Existing Share;

	 
	 	(d)	 	the Pledgor is the sole legal and beneficial owner of the Shares and the Shares
have not been transferred to or encumbered for the benefit of any third person and are
not subject to any other rights of third parties (including, but not limited to, any
pre-emption rights of third parties for shares in the Pledged Company);
	 
	 	(e)	 	the Plegor is entitled to participate in the dividends of the Pledged Company
free of any and all in-rem rights of others;
	 
	 	(f)	 	all necessary corporate action has been taken to authorise the entry into and
delivery of this Agreement;
	 
	 	(g)	 	the Existing Share is fully paid and there is no obligation for a shareholder
to make additional contributions (keine Nachschusspflicht); and
	 
	 	(h)	 	no litigation, arbitration or administrative proceedings, which could
reasonably be expected to have a material adverse effect, are presently in progress,
pending or threatened which restrain, or threaten to restrain, the Pledgor in respect
of the entry into, the performance of, or compliance with, any of its obligations
pursuant to this Agreement.






	11.	 	UNDERTAKINGS
	 
	11.1	 	General undertakings






	 	 	The Pledgor undertakes:






	 	(a)	 	if any amount in excess of US$100,000 payable or security transferrable under
or in connection with this Agreement shall be or become evidenced by any authorisation,
approval, licence and consent such authorisation, approval, licence and consent shall
be




14









 












	 	 	 	immediately delivered to the Administrative Agent, duly indorsed in a manner satisfactory to
the Administrative Agent;






	 	(b)	 	to maintain the security interest created by this Agreement as a perfected
security interest and to defend such security interest against the claims and demands
of all persons whomsoever subject to the rights of the Pledgor under the Loan Documents
to dispose of the Pledged Shares;
	 
	 	(c)	 	at any time and from time to time, upon the written request of the
Administrative Agent and at the sole expense of such Plegor, to promptly (unverzüglich)
and duly execute and deliver, and have recorded such further instruments and documents
and take such further actions as the Administrative Agent may reasonably request for
the purpose of obtaining or preserving the full benefits of this Agreement and of the
rights and powers herein granted, including, without limitation, execute one or more
collateral agreements (including assignments and releases) to obtain or preserve the
security interest created by this Agreement in favour of the Administrative Agent and
the other Secured Parties
	 
	 	(d)	 	to notify the Administrative Agent promptly (unverzüglich) of any change in the
shareholding in the Pledged Company or of any change in the shareholders’ agreement
(Gesellschaftsvertrag);
	 
	 	(e)	 	to inform the Administrative Agent promptly (unverzüglich) of any attachments
(Pfändung) regarding any and all of the Shares or any other measures which can
reasonably be expected to impair or jeopardise the Pledgees’ rights relating to the
Shares. In the event of an attachment, the Pledgor undertakes to forward to the
Administrative Agent promptly (unverzüglich) a copy of the attachment order
(Pfändungsbeschluss), any third party debt order (Überweisungsbeschluss) and all other
documents necessary for a defence against the attachment. The Pledgor shall inform the
attaching creditor promptly (unverzüglich) about the Pledgees’ security interests;
	 
	 	(f)	 	to fully pay up the Future Shares and to make all necessary additional
contributions, and, if and to the extent the Existing Share is not fully paid up at the
date hereof, to fully pay up the Existing Share promptly (unverzüglich) upon the
execution of this Agreement and to procure that there will be no obligation for a
shareholder to make additional contributions;
	 
	 	(g)	 	not to create or permit to subsist any encumbrance over all or any of the
Shares or any interest therein or otherwise sell, transfer or dispose of the whole or
any part of the Shares or any interest therein;
	 
	 	(h)	 	to refrain from any acts or omissions which can reasonably be expected have an
adverse effect on the validity or enforceability of the Pledges (or any part thereof);
and






	11.2	 	Pledge over all Shares






	 	 	The Administrative Agent may at all times for itself and for the other Pledgees request to
hold a pledge over all Shares held by the Pledgor (in particular, without limitation, in the
case of a merger or conversion an equivalent security interest over the shares or interests
in the surviving or, as the case may be, the new company) in accordance with all terms of
this Agreement.






	12.	 	RELEASE
	 
	12.1	 	Confirmation




15









 












	 	 	After the full and irrevocable satisfaction and discharge of all Secured Claims the
Administrative Agent shall confirm in writing to the Pledgor upon the Pledgor’s request that
the Pledges have ceased to exist and/or, as applicable, the release of the Pledges
(Pfandaufgabe), at the cost and expense of the Pledgor (if any).






	12.2	 	Release of Security
	 
	 	 	Even prior to the full and irrevocable satisfaction and discharge of all Secured Claims, the
Pledgees are obliged to release upon the Pledgor’s request, and at the Pledgor’s cost and
expense, all or part of the Security insofar as the realisable value of the Security
exceeds, not only temporarily, the Secured Claims by more than 10%. The Administrative Agent
may, at its discretion, determine which part of the Security shall be released but shall
reasonably take into account the legitimate interest of the Pledgor and the Pledged Company.
	 
	13.	 	INDEMNITY
	 
	13.1	 	Liability for Damages
	 
	 	 	Neither the Administrative Agent nor any of the other Pledgees shall be liable for any loss
or damage suffered by the Pledgor save in respect of such loss or damage which is suffered
as a result of the gross negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of
the Administrative Agent or any of the other Pledgees.
	 
	13.2	 	Indemnification
	 
	 	 	The Pledgor shall indemnify and hold the Administrative Agent and each of the other Pledgees
harmless and keep them indemnified from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of
any kind or nature whatsoever arising out of the execution, delivery, enforcement,
performance and administration of this Agreement, which may be incurred by or made against
the Administrative Agent and/or any of the other Pledgees for anything done or omitted in
the exercise or purported exercise of the powers contained in this Agreement,
provided, that the Pledgor shall have no obligation hereunder to the extent that
such liabilities, obligations, losses, damages, penalties, actions, judgments suits, costs,
expenses or disbursements of any kind or nature whatsoever arising out of the execution,
delivery, enforcement, performance and administration of this Agreement are incurred by or
made against the Administrative Agent or any of the other Pledgees as a result of the gross
negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of the Administrative Agent
or any of the other Pledgees.
	 
	 	 	Any reference in this paragraph to the Administrative Agent and/or the other Pledgees
includes any officer, director, employee, agent, advisor (including any attorney) or other
person appointed by the Administrative Agent or any other Pledgee in accordance with the
provisions of this Agreement and the other Loan Documents.
	 
	14.	 	DURATION AND INDEPENDENCE
	 
	14.1	 	Duration
	 
	 	 	This Agreement shall remain in full force and effect until the full and irrevocable
satisfaction and discharge of the Secured Claims. The Pledges shall not cease to exist if
any payments made in satisfaction of the Secured Claims have only temporarily discharged the
Secured Claims.




16









 












	14.2	 	Continuing Security
	 
	 	 	This Agreement shall create a continuing Security and no change or amendment whatsoever in
any Loan Document or in any document or agreement related to it shall affect the validity or
limit the scope of this Agreement or the obligations which are imposed on the Pledgor
pursuant to it.
	 
	 	 	The Pledgor hereby agrees that the Pledges shall not be affected by any assumption of
liability (Schuldübernahme) in relation to any of the Secured Claims and hereby expressly
consents (willigt ein) to any such transfer and/or assumption of liability within the
meaning of section 418 para. 1 sentence 3 of the German Civil Code (Bürgerliches Gesetzbuch)
(including when applied by analogy).
	 
	14.3	 	Independence
	 
	 	 	This Agreement and the Pledges are independent from all other security interests or
guarantees which may have been or will be given to the Administrative Agent and/or any of
the other Secured Parties with respect to any obligation of the Obligors (or any of them).
None of such other security interests or guarantees shall in any way prejudice, or be
prejudiced by, this Agreement or the Pledges.
	 
	15.	 	COSTS AND EXPENSES
	 
	 	 	The Pledgor shall promptly (unverzüglich) pay or reimburse each Pledgee the amount of any
and all costs, charges, fees and expenses (including fees for legal advisers) incurred by it
in connection with the enforcement or preservation of any rights under this Agreement or any
waiver in relation thereto, together in each case with any applicable value added tax or
other taxes. Any notarial fees and expenses incurred in connection with this Agreement shall
be borne by the Pledgor.
	 
	16.	 	PARTIAL INVALIDITY; WAIVER
	 
	16.1	 	Invalidity
	 
	 	 	If any provision of this Agreement or part thereof should be or become invalid or
unenforceable, this shall not affect the validity of the remaining provisions hereof. The
invalid or unenforceable provision shall be replaced by that provision which best meets the
intent of the replaced provision. This shall apply analogously with respect to anything
which is accidentally not regulated in this Agreement (Vertragslücke). § 139 of the German
Civil Code (Bürgerliches Gesetzbuch) shall be waived hereby.
	 
	 	 	In particular the Pledges shall not be affected and shall in any event extend to any and all
of the Shares held by the Pledgor in the Pledged Company even if the number or nominal value
of the Existing Share or the aggregate liable capital of the Pledged Company as stated in
Clause 2.1(b) (Pledged Shares) are inaccurate and deviate from the actual facts.
	 
	16.2	 	Waiver
	 
	 	 	No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent
or the other Pledgees (or any of them), any right or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any
further or other exercise
thereof or the exercise of any other right or remedy. The rights and remedies provided
hereunder are cumulative and not exclusive of any rights or remedies provided by law.




17









 












	17.	 	AMENDMENTS
	 
	 	 	Changes to and amendments of this Agreement including this Clause 17 must be made in
writing.
	 
	18.	 	SUCCESSORS, ASSIGNMENTS AND TRANSFERS
	 
	 	 	This Agreement shall be binding upon the Parties hereto and, to the extent legally possible,
their respective successor(s) in law. Each Pledgee shall, to the extent legally possible, be
entitled to assign or otherwise transfer (i) any and all of its rights and (ii) (only with
regard to any person which becomes a lender or an administrative agent under the Credit
Agreement after the date of this Agreement) any and all of its duties pursuant to this
Agreement to third parties. The Pledgor is entitled to any such transfer with the prior
written consent of the Pledgees (acting through the Administrative Agent, as the case may
be) only.
	 
	19.	 	NOTICES AND THEIR LANGUAGE
	 
	19.1	 	Notices
	 
	 	 	Any notice or other communication under or in connection with this Agreement to the Pledgor
or the Administrative Agent and/or any of the other Pledgees shall be in writing (unless
notarisation is required) and shall be delivered personally, by post, email or fax and shall
be sent to the address, email address or fax number of the party, and for the attention of
the individual or department, as set forth in Schedule 3 hereto or such other address, email
address or fax number as is notified in writing by that Party for this purpose to the
Facility Agent, the Administrative Agent or, as the case may be, the Pledgor, from time to
time.
	 
	19.2	 	Language
	 
	 	 	Save for the notice pursuant to section 1280 of the German Civil Code (Bürgerliches
Gesetzbuch) and unless otherwise required by statutory German law or unless otherwise agreed
in writing from time to time, any notice or other communication under or in connection with
this Agreement shall be made in the English language or, if in any other language,
accompanied by a translation into English. In the event of any conflict between the English
text and the text in any other language, the English text shall prevail (unless the document
is a statutory or other official document), except that where a German translation of a
legal term appears in such text, the German translation shall prevail.
	 
	20.	 	APPLICABLE LAW; JURISDICTION
	 
	20.1	 	Governing Law
	 
	 	 	This Agreement shall be governed by and construed in accordance with the laws of the Federal
Republic of Germany.
	 
	20.2	 	Jurisdiction
	 
	 	 	The place of jurisdiction for all Parties shall be Frankfurt am Main, Federal Republic of
Germany. The Administrative Agent and the other Pledgees, however, shall also be entitled to
take legal action against the Pledgor before any other competent court of law having
jurisdiction over the Pledgor or any of its assets.
	 
	21.	 	NOTIFICATION
	 
	 	 	The Pledgor and the Pledgees hereby instruct and the Pledgor authorises the undersigned
Notary Public to notify the Pledged Company in the Pledgor’s name of the Pledges by means of
forwarding




18









 






	 	 	a certified copy of this Agreement to the Pledged Company by registered mail
(return receipt requested).






19











 





SCHEDULE 1




ORIGINAL LENDERS




JPMorgan Chase Bank, N.A.




Bank of America, N.A.




Credit Suisse, Cayman Islands Branch




The Royal Bank of Scotland plc




Goldman Sachs Credit Partners L.P.




Wells Fargo Bank, N.A.




HSBC Bank USA, National Association




RBC Capital Markets




Morgan Stanley Bank, N.A.




20









 





SCHEDULE 2




ORIGINAL OBLIGORS




PART 1




ORIGINAL BORROWERS




ORIGINAL DOMESTIC BORROWER




First Solar, Inc.




ORIGINAL FOREIGN BORROWERS




First Solar Manufacturing GmbH




PART 2




ORIGINAL GUARANTORS




ORIGINAL DOMESTIC GUARANTORS




First Solar, Inc.




ORIGINAL FOREIGN GUARANTORS




First Solar Holdings GmbH




First Solar GmbH




First Solar Manufacturing GmbH




21









 





SCHEDULE 3




ADDRESSES FOR NOTICES




	 	 	 
	To the Pledgor:

	 	First Solar Holdings GmbH
	 
	 	 
	 

	 	Rheinstr. 4B

55116 Mainz

	 
	 	 
	 

	 	Germany
	 
	 	 
	 

	 	Attn.:  Anja Lange
	 

	 	David Brady

	 
	 	 
	 

	 	Fax:  +49(0)6131-1443-500
	 

	 	+1-602-414-9462

	 
	 	 
	 

	 	Email: alange@firstsolar.com
	 

	 	 dbrady@firstsolar.com

	 
	 	 
	To the Administrative Agent:

	 	JPMorgan Chase Bank, N.A.

10 South Dearborn, 7th Floor

Chicago, IL 60603
	 
	 	 
	 

	 	Attention: Creston Wren

Telecopy: 001 (312) 385-7097

Telephone: 001 (312) 385-7016
	 
	 	 
	With a copy to

	 	JPMorgan Chase Bank, N.A.

125 London Wall

London

EC2Y 5AJ
	 
	 	 
	 

	 	Attention: Lucy Chick

Telecopy: +44(0)20 7325 6835

Telephone: +44(0)20 7325 6926
	 
	 	 
	With a copy to

	 	JPMorgan Chase Bank, N.A.

201 North Central Avenue, Floor

21Phoenix, AZ 85004
	 
	 	 
	 

	 	Attention: Mark Chambers

Telecopy: 001 (602) 221-1502

Telephone: 001 (602) 221-2290
	 
	 	 
	To the Pledged Company:

	 	First Solar GmbH
	 
	 	 
	 

	 	Rheinstr. 4B

55116 Mainz






22









 






	 	 	 
	 

	 	Germany
	 
	 	 
	 

	 	Attn.:  Anja Lange
	 

	 	David Brady

	 
	 	 
	 

	 	Fax:  +49(0)6131-1443-500
	 

	 	+1-602-414-9462

	 
	 	 
	 

	 	Email: alange@firstsolar.com
	 

	 	 dbrady@firstsolar.com







23









 






APPENDIX 4




SHARE PLEDGE AGREEMENT

(VERPFÄNDUNG VON GESCHÄFTSANTEILEN)


IN RELATION TO FIRST SOLAR MANUFACTURING GMBH




4 SEPTEMBER 2009




between




FIRST SOLAR HOLDINGS GMBH.

as Pledgor




and




JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

as Administrative Agent




 









 





CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Clause	 	 	 	 	 
	 
	 	 	 	 	 	 
	1.
	 	Interpretation	 	 	1	 
	2.
	 	Pledge	 	 	6	 
	3.
	 	Independent Pledges	 	 	7	 
	4.
	 	Purpose of the Pledges	 	 	7	 
	5.
	 	Dividends and other payment claims	 	 	7	 
	6.
	 	Exercise of voting rights	 	 	7	 
	7.
	 	Enforcement of the Pledges	 	 	8	 
	8.
	 	Maintenance of Liable Capital	 	 	9	 
	9.
	 	No defences or recourse	 	 	13	 
	10.
	 	Representations and warranties	 	 	14	 
	11.
	 	Undertakings	 	 	14	 
	12.
	 	Release	 	 	16	 
	13.
	 	Indemnity	 	 	16	 
	14.
	 	Duration and independence	 	 	16	 
	15.
	 	Costs and expenses	 	 	17	 
	16.
	 	Partial invalidity; Waiver	 	 	17	 
	17.
	 	Amendments	 	 	18	 
	18.
	 	Successors, assignments and transfers	 	 	18	 
	19.
	 	Notices and their language	 	 	18	 
	20.
	 	Applicable law; Jurisdiction	 	 	18	 
	21.
	 	Notification	 	 	19	 
	 
	 	 	 	 	 	 
	Schedules	 	 	 	 
	 
	 	 	 	 	 	 
	1.
	 	Original Lenders	 	 	20	 
	2.
	 	Original Obligors	 	 	21	 
	3.
	 	Addresses for notices	 	 	22	 







 









 







THIS SHARE PLEDGE AGREEMENT (the Agreement) is made on 4 September 2009



BETWEEN:





	 	 	FIRST SOLAR HOLDINGS GMBH, a limited liability company (Gesellschaft mit beschränkter
Haftung) organised under the laws of the Federal Republic of Germany, registered in the
commercial register (Handelsregister) of the local court (Amtsgericht) of Mainz, Germany,
under registration number HRB 40090 as pledgor (the Pledgor)
	 
	 	 	on one side; and
	 
	(1)	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association organised under the laws of
the United States with its main office at 1111 Polaris Parkway, Columbus, Ohio 43240, U.S.A.
acting through its London Branch, at 125 London Wall, London EC2Y 5AJ as administrative agent
(the Administrative Agent).




WHEREAS:





	(A)	 	The Original Lenders (as defined below) have agreed to make available to the Borrowers (as
defined below) certain revolving credit facilities and certain letters of credit on the terms
of and subject to the Credit Agreement (as defined below).
	 
	(B)	 	It is a condition to the Original Lenders (as defined below) making the credit facilities
available to the Borrowers (as defined below) that the Pledgor enters into this Agreement.




IT IS AGREED as follows:





	1.	 	INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In this Agreement:
	 
	 	 	Additional Domestic Borrower means a company which becomes a borrower under the Credit
Agreement after the date of the Credit Agreement that is organised under the laws of any
jurisdiction within the United States of America.
	 
	 	 	Additional Domestic Guarantor means a company which becomes a guarantor under the Credit
Agreement after the date of the Credit Agreement that is organised under the laws of any
jurisdiction within the United States of America.
	 
	 	 	Additional Foreign Borrower means a company which becomes a borrower under the Credit
Agreement after the date of the Credit Agreement that is not an Additional Domestic
Borrower.
	 
	 	 	Additional Foreign Guarantor means a company which becomes a guarantor under the Credit
Agreement after the date of the Credit Agreement that is not an Additional Domestic
Borrower.
	 
	 	 	Agent means:






	 	(a)	 	the Syndication Agent;
	 
	 	(b)	 	the Documentation Agent; and




1









 






	 	(c)	 	the Administrative Agent.






	 	 	Ancillary Rights means:






	 	(a)	 	dividends, if any, payable on the Shares;
	 
	 	(b)	 	liquidation proceeds (Liquidationserlöse), consideration for redemption
(Einziehungsentgelt), repaid capital in case of a capital decrease
(Kapitalherabsetzung), any compensation in case of termination (Kündigung) and/or
withdrawal (Austritt) of a shareholder of the Pledged Company, the surplus in case of
surrender (Preisgabe) and all other pecuniary claims associated with the Shares;
	 
	 	(c)	 	the right to subscribe for newly issued shares.






	 	 	Assignment and Assumption Agreement means the assignment and assumption agreement, pursuant
to which a Lender as assignor sells and assigns to a person as assignee , inter alia, any or
all of the assignor’s rights and obligations in its capacity as a lender under the Credit
Agreement.
	 
	 	 	Borrower means any Domestic Borrower and any Foreign Borrower.
	 
	 	 	Business Day means a day (other than a Saturday or Sunday) on which banks are open for
general business in Frankfurt am Main, Germany.
	 
	 	 	Company means First Solar, Inc., a corporation organised under the laws of Delaware, United
States of America, having its business address at 350 West Washington Street, Suite 600,
Tempe, Arizona 85281, United States of America
	 
	 	 	Credit Agreement means the New York law governed credit agreement dated on or about the
date of this Agreement between the Company and the Original Foreign Borrowers on one side
and, inter alia, the Administrative Agent and the Original Lenders together with each New
Lender Supplement, and Assignment and Assumption Agreement relating thereto and any and each
other agreement or instrument amending, modifying, extending, restating or supplementing it
from time to time providing for an approximately $300,000,000 facility and an up to
$100,000,000 Incremental Facility.
	 
	 	 	Documentation Agent means The Royal Bank of Scotland plc.
	 
	 	 	Dollar or $ means the lawful currency of the United States of America.
	 
	 	 	Domestic Borrower means the Company and any Additional Domestic Borrower.
	 
	 	 	Domestic Guarantor means any Original Domestic Guarantor and any Additional Domestic
Guarantor.
	 
	 	 	Euro, EUR or € means the single currency of the participating member states of the European
Union.
	 
	 	 	Event of Default means an event (i) in which the commitments under the Credit Agreement will
automatically immediately terminate and the amounts outstanding are immediately due and
payable (ii) which would entitle the Administrative Agent (A) to, inter alia, prematurely
terminate all or part of the total commitments under the Credit Agreement and/or (B) to
declare that all or part of the amounts outstanding under the Credit Agreement are
immediately due and payable or payable on 




2









 






	 	 	demand provided that any requirement for the giving of notice, the lapse of time or both has been satisfied.






	 	 	Existing Shares means the shares in the Pledged Company as set forth in Clause 2.1(b)
(Pledged Shares) hereof.
	 
	 	 	Foreign Borrower means any Original Foreign Borrower and any Additional Foreign Borrower.
	 
	 	 	Foreign Guarantor means any Original Foreign Guarantor and any Additional Foreign Guarantor.
	 
	 	 	Future Pledgee means any person or entity replacing the Administrative Agent in its function
as administrative agent under the Credit Agreement.
	 
	 	 	Future Shares means any and all shares in the capital of the Pledged Company issued in
addition to the Existing Shares in whatever nominal value which the Pledgor may acquire in
future in the event of an increase of the capital of the Pledged Company or otherwise.
	 
	 	 	German Borrower means First Solar Manufacturing GmbH and any other person or entity that is
organised under the laws of the Federal Republic of Germany which becomes a borrower under
the Credit Agreement after the date of the Credit Agreement.
	 
	 	 	German Guarantor means First Solar GmbH and First Solar Holdings GmbH and any other person
or entity that is organised under the laws of the Federal Republic of Germany which is
required to provide for a guarantee in connection with the Loan Documents after the date of
the Credit Agreement.
	 
	 	 	Group means the Company and its Subsidiaries from time to time.
	 
	 	 	Guarantee and Collateral Agreement means the guarantee and collateral agreement dated on or
about the date of this Agreement made between, inter alia, First Solar, Inc. and certain of
its Subsidiaries in favour of the Administrative Agent which will be attached as “Exhibit A”
to the Credit Agreement.
	 
	 	 	Guarantor means any Domestic Guarantor and any Foreign Guarantor.
	 
	 	 	Incremental Facility means any additional revolving loan provided either






	 	(i)	 	by a person that already is a lender under the Credit Agreement
(defined as “increasing lender” therein) after having accepted an increase of
its revolving commitment; or
	 
	 	(ii)	 	by an assuming lender becoming a new lender under the Credit
Agreement (defined as “assuming lender” therein) after having signed a New
Lender Supplement,






	 	 	provided that the aggregate amount of the aggregate revolving loans will in no event exceed
$400,000,000.
	 
	 	 	Issuing Lender means the Original Issuing Lender and any other lender that has agreed in its
sole discretion to issue a letter of credit to any Borrower or any other borrowing
Subsidiary in connection with the Credit Agreement.
	 
	 	 	Lender means an Original Lender and any person which becomes a lender under the Credit
Agreement, including without limitation an assuming lender of an Incremental Facility, after




3









 






	 	 	the date of this Agreement, unless, in each case, such person has ceased to be a lender
under the Credit Agreement.






	 	 	Letter of Credit means any letter of credit issued or to be issued under the Credit
Agreement, as such letter of credit may be amended, modified, restated, extended, renewed,
increased, replaced or supplemented from time to time.
	 
	 	 	Loan Document means






	 	(a)	 	the Credit Agreement;
	 
	 	(b)	 	each Security Document;
	 
	 	(c)	 	any Note; and
	 
	 	(d)	 	any other document designated as such by the Administrative Agent and the Company.






	 	 	New Lender Supplement means a supplement to the Credit Agreement pursuant to which an
assuming lender will become a party to the Credit Agreement with a revolving commitment in
an amount agreed by such assuming lender.
	 
	 	 	Note means any promissory note evidencing loans in accordance with the terms of the Credit
Agreement, that may be amended, modified, supplemented, extended, renewed or replaced from
time to time.
	 
	 	 	Obligor means a Borrower and/or a Guarantor.
	 
	 	 	Original Domestic Guarantors means each of the Subsidiaries of the Company listed in
Schedule 2 under the section “Original Domestic Guarantors”.
	 
	 	 	Original Foreign Borrower means each of the Subsidiaries of the Company listed in Schedule 2
under the section “Original Foreign Borrowers”.
	 
	 	 	Original Foreign Guarantor means each of the Subsidiaries of the Company listed in Schedule
2 under the section “Original Foreign Guarantors”.
	 
	 	 	Original Issuing Lender means JPMorgan Chase Bank, N.A.
	 
	 	 	Original Lender means each of the financial institutions set out in Schedule 1 hereto in its
capacity as original lender to the Company and the Original Foreign Borrowers.
	 
	 	 	Original Pledgees means the Administrative Agent.
	 
	 	 	Parties means the Pledgor, the Administrative Agent and the Pledgees.
	 
	 	 	Person means an individual, partnership, corporation, limited liability company, business
trust, joint stock company, trust, unincorporated association, joint venture, any
governmental authority or other entity of whatever nature.
	 
	 	 	Pledged Company means First Solar Manufacturing GmbH, a limited liability company
(Gesellschaft mit beschränkter Haftung) organised under the laws of the Federal Republic of
Germany, registered in the commercial register (Handelsregister) of the local court
(Amtsgericht) of Frankfurt (Oder), Germany, under registration number HRB 11116.




4









 












	 	 	Pledges means any and all pledges constituted pursuant to Clause 2.2 (a) of this Agreement.
	 
	 	 	Pledgees means the Administrative Agent and any Future Pledgee.
	 
	 	 	Secured Claims means all present and future rights and claims (Ansprüche) (whether actual or
contingent and whether owned jointly or severally or in any other capacity whatsoever)
(including claims from unjust enrichment (ungerechtfertige Bereicherung) and tort
(Delikt))of any of the Secured Parties against any German Borrower and any German Guarantor
under or in connection with the Loan Documents (or any of them) or any Letter of Credit,
each as amended, varied, supplemented or novated from time to time, including without
limitation, any increase of principal or interest, in each case together with all interest,
costs, charges and expenses incurred by any Secured Party in connection with the protection
and preservation or enforcement of its respective rights under the Loan Documents or any
Letter of Credit.
	 
	 	 	Secured Party means an Agent, the Lenders and any affiliate of any Lender to which any
obligations under any Loan Document or under any Specified Swap Agreements are owed by any
member of the Group, any Issuing Lender and any Swap Counterparty.
	 
	 	 	Security means any and all collateral granted with a view to securing the Secured Claims.
	 
	 	 	Security Document means






	 	(a)	 	the Guarantee and Collateral Agreement; and
	 
	 	(b)	 	any other document evidencing or creating collateral over any asset of an
Obligor to secure any obligation of an Obligor under or in connection with, inter alia,
the Credit Agreement.






	 	 	Shares means the Existing Shares and the Future Shares.
	 
	 	 	Specified Swap Agreement means any Swap Agreement entered into by the Company or any
Guarantor and any lender or any affiliate of a lender in connection with the Credit
Agreement .
	 
	 	 	Subsidiary means as to any Person, a corporation, partnership, limited liability company or
other entity of which shares of stock or other ownership interests having ordinary voting
power (other than stock or such other ownership interests having such power only by reason
of the happening of a contingency) to elect a majority of the board of directors or other
managers of such corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through one or more
intermediaries, or both, by such Person. And unless otherwise qualified, all references to a
“Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or
Subsidiaries of the Company an entity of which a person owns directly or indirectly more
than 50 percent (50%) of the voting capital or similar right of ownership.
	 
	 	 	Swap Agreement means any agreement with respect to any swap, forward, future or
derivative transaction or option or similar agreement involving, or settled by reference to,
one or more rates, currencies, commodities, equity or debt instruments or securities, or
economic, financial or pricing indices or measures of economic, financial or pricing risk or
value or any similar transaction or any combination of these transactions; except for any
phantom stock or similar plan providing for payments only on account of services provided by
current or former directors, officers, employees or consultants of the Company or any of its
Subsidiaries.
	 
	 	 	Swap Counterparty means any person or entity providing a Specified Swap Agreement.
	 
	 	 	Syndication Agent means Credit Suisse, Cayman Islands Branch.




5









 












	1.2	 	Where the context so admits, the singular includes the plural and vice versa.
	 
	1.3	 	The headings in this Agreement are for convenience only and are to be ignored in construing
this Agreement.
	 
	1.4	 	Any reference in this Agreement to a defined document is a reference to that defined document
as amended, varied, supplemented or novated from time to time.
	 
	1.5	 	Any reference to a Party or other person (including any Obligor and any Secured Party)
includes its respective successor(s) in law (including any universal successor
(Gesamtrechtsnachfolger) of that person by way of merger (Verschmelzung), any other
reorganisation contemplated in the German Transformation Act (Umwandlungsgesetz) or otherwise)
and any assign(s) and transferee(s) of that person and, to the extent legally possible, any
legal provision to the contrary is waived.
	 
	2.	 	PLEDGE
	 
	2.1	 	Pledged Shares






	 	(a)	 	The Pledgor is at the date of this Agreement the sole shareholder of the
Pledged Company.
	 
	 	(b)	 	The total registered share capital (Stammkapital) of the Pledged Company
amounts to EUR 25,000 (in words: twenty five thousand Euro). The registered share
capital of the Pledged Company is represented by two shares:






	 	(i)	 	one share amounting to EUR 24,000 (in words: twenty four
thousand euro) (the Existing Share 1), and
	 
	 	(ii)	 	one share amounting to EUR 1,000 (in words: one thousand euro)
(the Existing Share 2).






	 	 	 	which are both held by the Pledgor.






	 	 	The Existing Share 1 and the Existing Share 2 are hereinafter referred to together as the
Existing Shares. At present, there are no other shares in the Pledged Company.






	 	(c)	 	The Existing Shares are fully paid up. As at the date hereof, there is no
obligation for the Pledgor to make additional contributions to the Pledged Company.






	2.2	 	Constitution of Pledge






	 	(a)	 	The Pledgor hereby pledges the Shares and any and all Ancillary Rights
pertaining thereto to each of the Original Pledgees and to each Future Pledgee for
their rateable and equally ranking interest as security.
	 
	 	(b)	 	Each of the Original Pledgees hereby accepts the Pledges. In addition the
Administrative Agent accepts the Pledges for and on behalf of each Future Pledgee
hereunder as proxy without power of attorney (Vertreter ohne Vertretungsmacht). Each
Future Pledgee ratifies and confirms such acceptance so made by the Administrative
Agent on its behalf by accepting the transfer or assignment of any Secured Claim and/or
by becoming a party to a Loan Document, thereby becoming a Pledgee. All Parties confirm
that the validity of any of the Pledges constituted hereunder is not affected by the
Administrative Agent acting as proxy without power of attorney for any Future Pledgee.
For the avoidance of doubt, the 




6









 






	 	 	 	Parties agree that nothing in this Agreement shall exclude a transfer of all or part of the Pledges by operation of law.






	3.	 	INDEPENDENT PLEDGES
	 
	 	 	The validity and effect of each of the Pledges shall be independent from the validity and
the effect of any of the other Pledges created hereunder. The Pledges to each of the
Pledgees shall be separate and individual pledges. Each of the Pledges shall rank pari passu
to each other Pledge created hereunder.
	 
	4.	 	PURPOSE OF THE PLEDGES
	 
	 	 	The Pledges are constituted in order to secure the full and irrevocable satisfaction and
discharge of any and all Secured Claims.
	 
	 	 	The Parties hereby expressly agree that the provisions of section 1210 para 1 sentence 2 of
the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement and the
Pledges.
	 
	5.	 	DIVIDENDS AND OTHER PAYMENT CLAIMS
	 
	5.1	 	Entitlement to receive dividend payments and to exercise other Ancillary Rights
	 
	 	 	Notwithstanding that the dividends and the other Ancillary Rights are pledged pursuant to
this Agreement, the Pledgor shall be entitled to (i) receive and retain all dividend
payments and all other payments in respect of the Shares and (ii) receive, retain and
exercise all other Ancillary Rights unless an Event of Default has occurred, is continuing
and the Administrative Agent would be entitled to enforce any of the Pledges pursuant to
Clause 7 of this Agreement.
	 
	5.2	 	Pledgees’ rights
	 
	 	 	Notwithstanding Clause 5.1 (Entitlement to receive dividend payments) above:






	 	(a)	 	dividends paid or payable other than in cash and other property received,
receivable or otherwise distributed in respect of or in exchange for the Shares;
	 
	 	(b)	 	dividends or other distributions paid or payable in cash in respect of the
Shares in connection with (i) the partial or total liquidation; (ii) dissolution; or
(iii) in connection with the reduction of capital (Kapitalherabsetzung); and
	 
	 	(c)	 	cash paid, payable or otherwise distributed in respect of principal of, or in
redemption of, or in exchange for the Shares,






	 	 	shall be made available and shall forthwith be delivered to the Administrative Agent for
itself and for the Pledgees to be held as security for the Secured Claims and shall, if
received by the Pledgor, be received as holder for the Pledgees and segregated from the
other property or funds of the Pledgor and be forthwith delivered to the Administrative
Agent for itself and for the Pledgees as security for the Secured Claims in the same form as
so received (with any necessary endorsement). Any further reaching obligations of the
Pledged Company and/or the Pledgor in respect of the use of profits and/or dividends shall
not be affected by this Clause 5.2.




7









 












	6.	 	EXERCISE OF VOTING RIGHTS
	 
	6.1	 	Voting Rights
	 
	 	 	The voting rights resulting from the Shares remain with the Pledgor. The Pledgor, however,
shall at all times until the full and irrevocable satisfaction and discharge of all Secured
Claims or the release of the Pledges be required, in exercising its voting rights, to act in
good faith to ensure that the existence, validity or enforceability of the Pledges is not
adversely affected.
	 
	6.2	 	Impairment
	 
	 	 	The Pledgor shall not take, or participate in, any action which can be reasonably be
expected to impair, or to be for any other reason inconsistent with, the security interest
of the Pledgees or the security purpose as described in Clause 4 (Purpose of the Pledges)
hereof or to defeat, impair or circumvent the rights of the Pledgees hereunder.
	 
	6.3	 	Information by the Pledgor
	 
	 	 	The Pledgor shall inform the Administrative Agent promptly (unverzüglich) of all other
actions concerning the Pledged Company which could be reasonably expected to materially
adversely affect the Pledges (or any part thereof). In particular, the Pledgor shall notify
the Administrative Agent forthwith of:






	 	(a)	 	any shareholders’ meeting at which a resolution is intended to be adopted which
could have a material adverse effect upon the Pledges. In any event, the Pledgor shall
procure that the Administrative Agent will upon request promptly (unverzüglich)
receive, as soon as they are available, a copy of the convocation notice for such
ordinary or extraordinary shareholders’ meeting setting forth the agenda and all
applications and decisions to be taken, and the minutes of any such shareholders’
meeting; and
	 
	 	(b)	 	any resolution which is intended to be adopted outside a shareholders’ meeting
and which could have a material adverse effect upon the Pledges and provide to the
Administrative Agent a draft of any such resolution. In any event, the Administrative
Agent shall upon request promptly (unverzüglich) receive, as soon as it is available, a
copy of any such resolution.






	7.	 	ENFORCEMENT OF THE PLEDGES
	 
	7.1	 	Pledgees’ rights
	 
	(a)	 	At any time after the occurrence and during the continuation of an Event of Default if, in
addition, the requirements set forth in sections 1273, 1204 et seq. of the German Civil Code
(Bürgerliches Gesetzbuch) with regard to the enforcement of pledges are met (Pfandreife), the
Pledgees (or any of them) acting through the Administrative Agent shall be entitled to enforce
the Pledges (or any part thereof) by way of public auction (öffentliche Versteigerung) and/or
in any other way permitted under German law, in all cases notwithstanding section 1277 of the
German Civil Code without any enforceable judgment or other instrument (vollstreckbarer
Titel).
	 
	(b)	 	The Pledgees (or any of them) acting through the Administrative Agent shall notify the
Pledgor of the intention to realise the Pledges (or any part thereof) not less than 1 (one)
week before the date on which the Pledges (or any such part thereof) are intended to be
enforced. Such notice period is not necessary if (i) the Pledgor has generally ceased to make
payments, (ii) an application for the commencement of insolvency proceedings over the assets
of the Pledgor is filed (and not withdrawn)





8









 











	 	 	by the Pledgor or by any third person and, in the
latter case, it is not without delay established to the satisfaction of the Pledgees that the
application is obviously frivolous or (iii) the observance of such notice period can
reasonably be expected to adversely affect the enforceability of the Pledges (or any part
thereof). The Pledgor hereby expressly agrees that 1 (one) week’s prior written notice to it
of the place and time of any public auction held in accordance with Clause 7.1 (a) (Pledgees’
rights) above shall be sufficient. Such public auction may be held at any place in the Federal
Republic of Germany which will be determined by the Administrative Agent.
	 
	(c)	 	If the Administrative Agent seeks to enforce the Pledges (or any part thereof) pursuant to,
and in accordance with Clause 7.1(a) (Pledgees’ Rights) above, the Pledgor shall, at its own
expense, render forthwith all assistance necessary in order to facilitate the prompt realisation of the
Shares (or any of them) and/or the exercise by the Pledgees (or any of them) acting through
the Administrative Agent of any other right a Pledgee may have pursuant to this Agreement or
statutory German law.






	(d)	 	In case of an enforcement of the Pledges or if the Pledgor pays or repays any of the Secured
Claims owed by any other Obligor, section 1225 of the German Civil Code (Bürgerliches
Gesetzbuch) (Legal subrogation of claims to a pledgor (Forderungsübergang auf den Verpfänder))
shall not apply and no rights or claims of the Pledgees shall pass to the Pledgor until the
full and irrevocable satisfaction and discharge of all Secured Claims.
	 
	(e)	 	The Pledgees (or any of them) acting through Administrative Agent may determine which part of
the Security, if applicable, shall be used to satisfy the Secured Claims.
	 
	7.2	 	Dividends
	 
	 	 	Provided that the requirements for enforcement referred to under Clause 7.1(a) (Pledgees’
Rights) above are met and an enforcement notice has been served in accordance with Clause
7.1 (b), all dividends and all other payments based on similar ancillary rights attributed
to the Shares may be applied by the Pledgees in satisfaction in whole or in part of the
Secured Claims notwithstanding a Pledgee’s right to treat such payments as additional
collateral. Any such payments which are made to the Pledgor after the time the Pledges have
become enforceable must be paid to the Administrative Agent.
	 
	7.3	 	Voting rights
	 
	 	 	Even if the requirements for enforcement referred to under Clause 7.1(a) (Pledgees’ Rights)
above are met, the Administrative Agent shall not, whether as proxy or otherwise, be
entitled to exercise the voting rights attached to the Shares for itself or on behalf of any
of the Pledgees. However, the Pledgor shall, upon the occurrence of an event which gives the
Pledgees the right to enforce the Pledges (or any part thereof) pursuant to Clause 7.1, have
the obligations and the Pledgees shall have the rights set forth in Clause 6.3 (Information
by the Pledgor) of this Agreement regardless of which resolutions are intended to be
adopted.
	 
	7.4	 	Application of proceeds
	 
	(a)	 	The proceeds resulting from the enforcement of the Pledges (or any part thereof) shall be
applied by the Administrative Agent towards the satisfaction of the Secured Claims.
	 
	(b)	 	Until the full and irrevocable satisfaction and discharge of all Secured Claims, the Pledgees
shall be entitled to treat all enforcement proceeds, held by the Administrative Agent separate
from its assets on a separate trust account for the benefit of the Secured Parties and after
the full and irrevocable satisfaction and discharge for the benefit of the Pledgor, as
additional collateral for the Secured Claims, notwithstanding their right to seek satisfaction
from such proceeds at any time.




9









 






	(c)	 	After the full and irrevocable satisfaction and discharge of all Secured Claims any remaining
proceeds resulting from the enforcement of the Pledges (or any part thereof) shall be
transferred to the Pledgor at the cost and expense of the Pledgor.
	 
	8.	 	MAINTENANCE OF LIABLE CAPITAL
	 
	 	 	For the purpose of this Clause 8 (Maintenance of Liable Capital):
	 
	 	 	Up-Stream and/or Cross-Stream German Pledge means in relation to a German Pledgor any Pledge
directly or indirectly securing the obligations or liabilities of any member of the Relevant
Group that is not a direct or indirect Relevant Subsidiary of such German Pledgor.
	 
	 	 	Relevant Group refers to a German Pledgor and any affiliated company (verbundenes
Unternehmen) of such German Pledgor within the meaning of §§ 15 et. seq. of the German Stock
Corporation Act (Aktiengesetz).
	 
	 	 	Relevant Subsidiary means an entity of which a person owns directly or indirectly more than
50 percent (50%) of the voting capital or similar right of ownership.
	 
	8.1	 	Each of the Administrative Agent and the other Secured Parties agrees not to enforce the
Pledge granted under this Agreement against any Pledgor incorporated in Germany (each, a
German Pledgor) irrespective of whether the relevant German Pledgor is at the time of
enforcement incorporated as






	 	•	 	a limited liability company (Gesellschaft mit beschränkter Haftung) (a German
GmbH Pledgor), or
	 
	 	•	 	a limited partnership (Kommanditgesellschaft) of which the general partner
(Komplementär) is a limited liability company (a German GmbH & Co. KG Pledgor),






	 	 	if and to the extent the Pledge granted under this Agreement is an Up-Stream and/or
Cross-Stream German Pledge in relation to such German Pledgor, and (ii) if and to the extent
the enforcement of such Up-Stream and/or Cross-Stream German Pledge would cause or
constitute






	 	(a)	 	the German GmbH Pledgor’s, or in the case of the German GmbH & Co. KG Pledgor
its general partner’s, net assets (the calculation of which shall take into account the
captions reflected in § 266 (2) A, B and C of the German Commercial Code
(Handelsgesetzbuch)) less the German GmbH Pledgor’s, or in case of a German GmbH & Co.
KG Pledgor its general partner’s, liabilities, provisions and liability reserves (the
calculation of which shall take into account the captions reflected in § 266 (3) B, C
and D of the German Commercial Code) (the Net Assets) to be less than the registered
share capital (Stammkapital) of the German GmbH Pledgor, or in the case of a German
GmbH & Co. KG Pledgor of the registered share capital of its general partner
(Begründung einer Unterbilanz); or
	 
	 	(b)	 	an increase of a shortfall, if the Net Assets of the German GmbH Pledgor, or in
the case of a German GmbH & Co. KG Pledgor, of its general partner, already fall short
of the amount of the registered share capital (Vertiefung einer Unterbilanz); and/or
	 
	 	(c)	 	a payment within the meaning of § 64 sentence 3 of the German Limited Liability
Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung).






	8.2	 	For the purposes of the calculation of the Net Assets in Clause 8.1 above the following items
shall be adjusted as follows:




10









 












	 	(a)	 	the amount of an increase in the registered share capital of the German GmbH
Pledgor, or in the case of a German GmbH & Co. KG Pledgor of its general partner,






	 	(i)	 	that has been effected out of retained earnings (Kapitalerhöhung
aus Gesellschaftsmitteln) without the prior written consent of the
Administrative Agent after the date of the Credit Agreement; or
	 
	 	(ii)	 	any amount of an increase in the registered share capital if and
to the extent that it has not been fully paid in,






	 	 	 	shall be deducted from the registered share capital;






	 	(b)	 	any loans and other contractual liabilities incurred by the German GmbH
Pledgor, or in the case of a German GmbH & Co. KG, its general partner in violation of
the Credit Agreement after the date of the Credit Agreement shall be disregarded as
liabilities;
	 
	 	 	 	and
	 
	 	(c)	 	the Net Assets shall take into account reasonable costs of the Auditor’s
Determination (as defined below), either as a reduction of assets or an increase of
liabilities.






	8.3	 	Any German Pledgor, and in case of a German GmbH & Co. KG Pledgor its general partner, shall
realise, to the extent legally permitted and commercially justifiable, in a situation where
after enforcement of the Pledge the German GmbH Pledgor, or in the case of a German GmbH & Co.
KG Pledgor its general partner, would not have Net Assets in excess of its respective
registered share capital, any and all of its assets, and in case of a German GmbH & Co. KG
Pledgor its general partner’s assets, that are shown in the respective balance sheet with a
book value (Buchwert) that is significantly lower than the market value of the asset if such
asset is not necessary for the relevant German Pledgor’s, and in case of a German GmbH & Co.
KG Pledgor its general partner’s, business (betriebsnotwendig).
	 
	8.4	 	Subject to Clause 8.1, after the receipt of a written demand by the Administrative Agent
and/or any other Secured Party to make a payment under any Pledge granted under this Agreement
(the Enforcement Notice), a copy of the relevant determination shall be drawn up in good faith
(applying the due care of an ordinary businessman (Sorgfalt eines ordentlichen
Geschäftsmannes)) and made available to the Administrative Agent by the relevant German
Pledgor (the Management Determination) within 10 (ten) Business Days of the German Pledgor’s
receipt of the Enforcement Notice stating






	 	(a)	 	if and to what extent the Pledge granted hereunder is an Up-Stream and/or
Cross-Stream German Pledge;
	 
	 	(b)	 	which amount of such Up-Stream and/or Cross-Stream German Pledge can be
enforced without causing the Net Assets of the relevant German Pledgor, or, where the
Pledgor is a German GmbH & Co KG Pledgor, its general partner, to fall (or to fall
further) below its respective registered share capital (taking into account the
adjustments set out in Clauses 8.2 above and the value realisation pursuant to Clause
8.3 above), and
	 
	 	(c)	 	which amount of such Up-Stream and/or Cross-Stream German Pledge can be
enforced without constituting a payment within the meaning of § 64 sentence 3 of the
German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit
beschränkter Haftung),




11









 












	 	 	(such amount calculated according to (b) — (c), the Recovery Amount). Subject to Clause
8.6 below, the Secured Parties shall only be entitled to enforce the amount of any Up-Stream
and/or Cross-Stream German Pledge up to the Recovery Amount.
	 
	8.5	 	Following the Administrative Agent’s receipt of a Management Determination, the relevant
German Pledgor shall provide within 15 (fifteen) Business Days a determination by auditors of
international standing and reputation appointed by the relevant German Pledgor or, in the case
of a GmbH & Co. KG, its general partner (the Auditor’s Determination) of (i) the Recovery
Amount (such determination to take into account the adjustments set out in Clauses 8.2 and the value
realisation pursuant to Clause 8.3 above) and (ii) an estimate of the liabilities, damages,
costs, fees and expenses reasonably expected to result from a liquidation of the relevant
German Pledgor, and such German Pledgor shall, not later than 10 (ten) Business Days after
receipt by it of such Auditor’s Determination, pay to the relevant Secured Parties the
additional amount (if any) by which the Recovery Amount determined in the Auditor’s
Determination exceeds the amount (if any) paid to any of the Secured Parties pursuant to
Clause 8.4 above, and the Secured Parties shall repay any enforcement amount received in
excess of the Recovery Amount determined in the Auditor’s Determination (if any) to the
respective German Pledgor or, in the case of a German GmbH & Co. KG Pledgor, its general
partner.
	 
	8.6	 	If (i) the Administrative Agent disagrees with the Auditor’s Determination or (ii) the
relevant German Pledgor (or in the case of a German GmbH & Co KG Pledgor, its general partner)
fails to deliver an Management Determination within 10 (ten) Business Days of the German
Pledgor’s receipt of the Enforcement Notice or (iii) an Auditor’s Determination within 15
(fifteen) Business Days following the Administrative Agent’s receipt of a Management
Determination, the Secured Parties shall be entitled to further pursue in court their payment
claims under this Pledge granted by the respective German Pledgor in excess of the amounts
paid or payable pursuant to Clauses 8.4 and 8.5 above, by claiming in court that demanding
payment under the German Pledge against the relevant German Pledgor does not violate §§ 30, 31
of the German Limited Liability Companies Act and would not constitute a payment within the
meaning of § 64 sentence 3 of the German Limited Liability Companies Act (Gesetz betreffend
die Gesellschaften mit beschränkter Haftung) (taking into account the calculation of the Net
Assets as set out in Clause 8.1 and the adjustments as set out in Clause 8.2 and the value
realisation pursuant to Clause 8.3 above). Notwithstanding the foregoing, and for the
avoidance of doubt, no German Pledgor shall be obliged to pay any such amount on demand.
	 
	8.7	 	The limitations set out in Clause 8.1 (a) and (b) and in Clause 8.4 (b) shall not apply if
and to the extent the Pledge by the relevant German Pledgor secures any amounts borrowed under
the Credit Agreement which are lent or on-lent to such German Pledgor or any of its direct or
indirect owned Relevant Subsidiaries from time to time and have not been repaid.
	 
	8.8	 	The limitations provided for in Clause 8.1 (a) and (b) and in Clause 8.4 (b) shall not apply
so long as:






	 	(a)	 	the affected German Pledgor (or, in the case of a GmbH & Co. KG, its general
partner) is a party to a profit and loss sharing agreement (Gewinnabführungsvertrag)
and/or a domination agreement (Beherrschungsvertrag) where such German Pledgor (or, in
the case of a GmbH & Co. KG, its general partner) is the dominated entity (beherrschtes
Unternehmen) and/or the entity being obliged to share its profits with the other party
of such profit and loss sharing agreement; it being understood that in such case the
Secured Parties shall only be entitled to enforce the amount of any Up-Stream German
Pledge and/or Cross-Stream German Pledge if and to the extent that it may reasonably be
expected (applying the due care of an ordinary businessman (Sorgfalt eines ordentlichen
Geschäftsmannes)) that such German Pledgor (or, where the Pledgor is a German GmbH & Co
KG Pledgor, its general





12









 











	 		 	partner) is able to recover the annual loss (Jahresfehlbetrag)
which the dominating entity is obliged to pay pursuant to § 302 of the German Stock
Corporation Act (Aktiengesetz). For the purpose of the determination of the amount to
be recovered under this Clause 8.8, the provisions set forth under Clauses 8.4, 8.5 and
8.6 above shall apply mutatis mutandis; and/or
	 
	 	(b)	 	the relevant German Pledgor’s Pledge granted under this Agreement being covered
by a valuable consideration or recourse claim (vollwertiger Gegenleistungs- oder Rückgewähranspruch) within the meaning of § 30 (1) Sentence 2 of the German Limited
Liability Companies Act; and/or
	 
	 	(c)	 	the relevant German Pledgor’s payment under this Agreement discharges a
shareholder loan or a claim of similar effect within the meaning of § 30 (1) Sentence 3
of the German Limited Liability Companies Act.






	8.9	 	For the avoidance of doubt, any balance sheet to be prepared for the determination of the Net
Assets shall be prepared in accordance with relevant accounting principles.
	 
	8.10	 	Nothing in this Clause 8 (Maintenance of Liable Capital) shall be interpreted as a
restriction or limitation of the enforcement of the Pledge granted under this Agreement if and
to the extent the Pledge granted under this Agreement secures own obligations of the relevant
German Pledgor or obligations of any of its direct or indirect Relevant Subsidiaries.
	 
	9.	 	NO DEFENCES OR RECOURSE
	 
	9.1	 	The Pledgor hereby waives any rights of revocation (Anfechtbarkeit) and set-off
(Aufrechenbarkeit) it may have pursuant to sections 1211 and 770(1) and (2) of the German
Civil Code (Bürgerliches Gesetzbuch) save to the extent that the relevant Secured Claims can
be discharged by way of set off against counterclaims which are undisputed (unbestritten) or
ascertained by unappealable judgment (rechtskräftig festgestellt) and any defence of failure
to pursue remedies (Einrede der Vorausklage) it may have.
	 
	9.2	 	To the extent legally possible, the Pledgor hereby expressly waives the defences exercisable
by it pursuant to section 1211 para. 1 sentence 1 alternative 1 of the German Civil Code
(Bürgerliches Gesetzbuch) which the principal debtor of any Secured Claim has against any
Secured Claim (Einreden des Hauptschuldners). 
	 
	9.3	 	In addition to Clause 7.1(d) (Pledgees’ rights) of this Agreement, the Parties hereby agree
that until the full and irrevocable satisfaction and discharge of all Secured Claims no rights
and claims shall pass to or otherwise arise for the benefit of the Pledgor by subrogation
(gesetzlicher Übergang von Forderungen und Rechten) or otherwise, including any recourse
claims, indemnification claims, claims arising from unjust enrichment (ungerechtfertigte
Bereicherung) and any right to demand the assignment and/or transfer of any Secured Claim
and/or Security, against any Obligor, grantor of Security or Secured Party (as the case may
be) which it may (but for this Clause 8) acquire as a result of:






	 	(i)	 	a payment or repayment by the Pledgor of any debt of any other Obligor under
any of the Loan Documents; or
	 
	 	(ii)	 	in case of enforcement of the Pledges (or any part thereof).






	 	 	Until the full and irrevocable satisfaction and discharge of all Secured Claims, the Pledgor
furthermore undertakes not to exercise (pactum de non petendo), and not to purport to
exercise, any 




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	 	 	such rights and claims which may pass to it or otherwise arise for its benefit
notwithstanding this Clause 8 or would pass to it or otherwise arise for its benefit but for
this Clause 8.
	 
	 	 	The provisions under this Clause 8.3 shall not apply with regard to a recourse claim, if the
parties agreed to allow such recourse of the Pledgor against any of the other Parties
thereby taking at all times into account the terms of the Credit Agreement and any other
Loan Document.






	10.	 	REPRESENTATIONS AND WARRANTIES
	 
	 	 	The Pledgor represents and warrants (selbständiges Garantieversprechen im Sinne von § 311
Bürgerliches Gesetzbuch) to the Pledgees that on the date of this Agreement:






	 	(a)	 	both the Pledgor and the Pledged Company are validly existing and each of them
is neither:






	 	(i)	 	unable to pay its debts when they fall due (zahlungsunfähig)
within the meaning of section 17 of the German Insolvency Code
(Insolvenzordnung); nor
	 
	 	(ii)	 	in a state of imminent inability to pay its debts when they fall
due (drohende Zahlungsunfähigkeit) within the meaning of section 18 of the
German Insolvency Code (Insolvenzordnung); nor
	 
	 	(iii)	 	over-indebted (überschuldet) within the meaning of section 19 of
the German Insolvency Code (Insolvenzordnung); nor
	 
	 	(iv)	 	subject to any insolvency proceedings (Insolvenzverfahren) (or
other or similar proceedings under the laws of any other applicable
jurisdiction) or any refusal of opening insolvency proceedings for insufficiency
of assets (Abweisung mangels Masse) (within the meaning of section 26 of the
German Insolvency Code (Insolvenzordnung)); 






	 	(b)	 	the Existing Shares are the only shares (Geschäftsanteile) in the Pledged
Company in existence at the date hereof; 
	 
	 	(c)	 	the Pledgor is not subject to any restriction of any kind with regard to the
transfer of, or the granting of a pledge in, or any other disposal of, the Existing
Shares, or with regard to the right to receive dividends on the Existing Shares;

	 
	 	(d)	 	the Pledgor is the sole legal and beneficial owner of the Shares and the Shares
have not been transferred to or encumbered for the benefit of any third person and are
not subject to any other rights of third parties (including, but not limited to, any
pre-emption rights of third parties for shares in the Pledged Company);
	 
	 	(e)	 	the Plegor is entitled to participate in the dividends of the Pledged Company
free of any and all in-rem rights of others;
	 
	 	(f)	 	all necessary corporate action has been taken to authorise the entry into and
delivery of this Agreement;
	 
	 	(g)	 	the Existing Shares are fully paid and there is no obligation for a shareholder
to make additional contributions (keine Nachschusspflicht); and
	 
	 	(h)	 	no litigation, arbitration or administrative proceedings, which could
reasonably be expected to have a material adverse effect, are presently in progress,
pending or threatened which 




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	 	 	 	restrain, or threaten to restrain, the Pledgor in respect
of the entry into, the performance of, or compliance with, any of its obligations
pursuant to this Agreement.






	11.	 	UNDERTAKINGS
	 
	11.1	 	General undertakings
	 
	 	 	The Pledgor undertakes:






	 	(a)	 	if any amount in excess of US$100,000 payable or security transferrable under
or in connection with this Agreement shall be or become evidenced by any authorisation,
approval, licence and consent such authorisation, approval, licence and consent shall
be promptly delivered to the Administrative Agent, duly indorsed in a manner
satisfactory to the Administrative Agent;
	 
	 	(b)	 	to maintain the security interest created by this Agreement as a perfected
security interest and to defend such security interest against the claims and demands
of all persons whomsoever subject to the rights of the Pledgor under the Loan Documents
to dispose of the Pledged Shares;
	 
	 	(c)	 	at any time and from time to time, upon the written request of the
Administrative Agent and at the sole expense of such Plegor, to promptly (unverzüglich)
and duly execute and deliver, and have recorded such further instruments and documents
and take such further actions as the Administrative Agent may reasonably request for
the purpose of obtaining or preserving the full benefits of this Agreement and of the
rights and powers herein granted, including, without limitation, execute one or more
collateral agreements (including assignments and releases) to obtain or preserve the
security interest created by this Agreement in favour of the Administrative Agent and
the other Secured Parties
	 
	 	(d)	 	to notify the Administrative Agent promptly (unverzüglich) of any change in the
shareholding in the Pledged Company or of any change in the shareholders’ agreement
(Gesellschaftsvertrag);
	 
	 	(e)	 	to inform the Administrative Agent promptly (unverzüglich) of any attachments
(Pfändung) regarding any and all of the Shares or any other measures which can
reasonably be expected to impair or jeopardise the Pledgees’ rights relating to the
Shares. In the event of an attachment, the Pledgor undertakes to forward to the
Administrative Agent promptly (unverzüglich) a copy of the attachment order
(Pfändungsbeschluss), any third party debt order (Überweisungsbeschluss) and all other
documents necessary for a defence against the attachment. The Pledgor shall inform the
attaching creditor promptly (unverzüglich) about the Pledgees’ security interests;
	 
	 	(f)	 	to fully pay up the Future Shares and to make all necessary additional
contributions, and, if and to the extent the Existing Shares are not fully paid up at
the date hereof, to fully pay up the Existing Shares promptly (unverzüglich) upon the
execution of this Agreement and to procure that there will be no obligation for a
shareholder to make additional contributions;
	 
	 	(g)	 	not to create or permit to subsist any encumbrance over all or any of the
Shares or any interest therein or otherwise sell, transfer or dispose of the whole or
any part of the Shares or any interest therein;
	 
	 	(h)	 	to refrain from any acts or omissions which can reasonably be expected have an
adverse effect on the validity or enforceability of the Pledges (or any part thereof);
and




15









 












	11.2	 	Pledge over all Shares
	 
	 	 	The Administrative Agent may at all times for itself and for the other Pledgees request to
hold a pledge over all Shares held by the Pledgor (in particular, without limitation, in the
case of a merger or conversion an equivalent security interest over the shares or interests
in the surviving or, as the case may be, the new company) in accordance with all terms of
this Agreement.
	 
	12.	 	RELEASE
	 
	12.1	 	Confirmation
	 
	 	 	After the full and irrevocable satisfaction and discharge of all Secured Claims the
Administrative Agent shall confirm in writing to the Pledgor upon the Pledgor’s request that
the Pledges have ceased to exist and/or, as applicable, the release of the Pledges
(Pfandaufgabe), at the cost and expense of the Pledgor (if any).
	 
	12.2	 	Release of Security
	 
	 	 	Even prior to the full and irrevocable satisfaction and discharge of all Secured Claims, the
Pledgees are obliged to release upon the Pledgor’s request, and at the Pledgor’s cost and
expense, all or part of the Security insofar as the realisable value of the Security
exceeds, not only temporarily, the Secured Claims by more than 10%. The Administrative Agent
may, at its discretion, determine which part of the Security shall be released but shall
reasonably take into account the legitimate interest of the Pledgor and the Pledged Company.
	 
	13.	 	INDEMNITY
	 
	13.1	 	Liability for Damages
	 
	 	 	Neither the Administrative Agent nor any of the other Pledgees shall be liable for any loss
or damage suffered by the Pledgor save in respect of such loss or damage which is suffered
as a result of the gross negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of
the Administrative Agent or any of the other Pledgees.
	 
	13.2	 	Indemnification
	 
	 	 	The Pledgor shall indemnify and hold the Administrative Agent and each of the other Pledgees
harmless and keep them indemnified from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of
any kind or nature whatsoever arising out of the execution, delivery, enforcement,
performance and administration of this Agreement, which may be incurred by or made against
the Administrative Agent and/or any of the other Pledgees for anything done or omitted in
the exercise or purported exercise of the powers contained in this Agreement,
provided, that the Pledgor shall have no obligation hereunder to the extent that
such liabilities, obligations, losses, damages, penalties, actions, judgments suits, costs,
expenses or disbursements of any kind or nature whatsoever arising out of the execution,
delivery, enforcement, performance and administration of this Agreement are incurred by or
made against the Administrative Agent or any of the other Pledgees as a result of the gross
negligence (grobe Fahrlässigkeit) or wilful misconduct (Vorsatz) of the Administrative Agent
or any of the other Pledgees.
	 
	 	 	Any reference in this paragraph to the Administrative Agent and/or the other Pledgees
includes any officer, director, employee, agent, advisor (including any attorney) or other
person appointed by the 




16









 






	 	 	Administrative Agent or any other Pledgee in accordance with the provisions of this Agreement and the other Loan Documents.






	14.	 	DURATION AND INDEPENDENCE
	 
	14.1	 	Duration
	 
	 	 	This Agreement shall remain in full force and effect until the full and irrevocable
satisfaction and discharge of the Secured Claims. The Pledges shall not cease to exist if
any payments made in satisfaction of the Secured Claims have only temporarily discharged the
Secured Claims.
	 
	14.2	 	Continuing Security
	 
	 	 	This Agreement shall create a continuing Security and no change or amendment whatsoever in
any Loan Document or in any document or agreement related to it shall affect the validity or
limit the scope of this Agreement or the obligations which are imposed on the Pledgor
pursuant to it.
	 
	 	 	The Pledgor hereby agrees that the Pledges shall not be affected by any assumption of
liability (Schuldübernahme) in relation to any of the Secured Claims and hereby expressly
consents (willigt ein) to any such transfer and/or assumption of liability within the
meaning of section 418 para. 1 sentence 3 of the German Civil Code (Bürgerliches Gesetzbuch)
(including when applied by analogy).
	 
	14.3	 	Independence
	 
	 	 	This Agreement and the Pledges are independent from all other security interests or
guarantees which may have been or will be given to the Administrative Agent and/or any of
the other Secured Parties with respect to any obligation of the Obligors (or any of them).
None of such other security interests or guarantees shall in any way prejudice, or be
prejudiced by, this Agreement or the Pledges.
	 
	15.	 	COSTS AND EXPENSES
	 
	 	 	The Pledgor shall promptly (unverzüglich) pay or reimburse each Pledgee the amount of any
and all costs, charges, fees and expenses (including fees for legal advisers) incurred by it
in connection with the enforcement or preservation of any rights under this Agreement or any
waiver in relation thereto, together in each case with any applicable value added tax or
other taxes. Any notarial fees and expenses incurred in connection with this Agreement shall
be borne by the Pledgor.
	 
	16.	 	PARTIAL INVALIDITY; WAIVER
	 
	16.1	 	Invalidity
	 
	 	 	If any provision of this Agreement or part thereof should be or become invalid or
unenforceable, this shall not affect the validity of the remaining provisions hereof. The
invalid or unenforceable provision shall be replaced by that provision which best meets the
intent of the replaced provision. This shall apply analogously with respect to anything
which is accidentally not regulated in this Agreement (Vertragslücke). § 139 of the German
Civil Code (Bürgerliches Gesetzbuch) shall be waived hereby.
	 
	 	 	In particular the Pledges shall not be affected and shall in any event extend to any and all
of the Shares held by the Pledgor in the Pledged Company even if the number or nominal value
of the 




17









 






	 	 	Existing Shares or the aggregate liable capital of the Pledged Company as stated in
Clause 2.1(b) (Pledged Shares) are inaccurate and deviate from the actual facts.






	16.2	 	Waiver
	 
	 	 	No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent
or the other Pledgees (or any of them), any right or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any
further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided
hereunder are cumulative and not exclusive of any rights or remedies provided by law.
	 
	17.	 	AMENDMENTS
	 
	 	 	Changes to and amendments of this Agreement including this Clause 17 must be made in
writing.
	 
	18.	 	SUCCESSORS, ASSIGNMENTS AND TRANSFERS
	 
	 	 	This Agreement shall be binding upon the Parties hereto and, to the extent legally possible,
their respective successor(s) in law. Each Pledgee shall, to the extent legally possible, be
entitled to assign or otherwise transfer (i) any and all of its rights and (ii) (only with
regard to any person which becomes a lender or an administrative agent under the Credit
Agreement after the date of this Agreement) any and all of its duties pursuant to this
Agreement to third parties. The Pledgor is entitled to any such transfer with the prior
written consent of the Pledgees (acting through the Administrative Agent, as the case may
be) only.
	 
	19.	 	NOTICES AND THEIR LANGUAGE
	 
	19.1	 	Notices
	 
	 	 	Any notice or other communication under or in connection with this Agreement to the Pledgor
or the Administrative Agent and/or any of the other Pledgees shall be in writing (unless
notarisation is required) and shall be delivered personally, by post, email or fax and shall
be sent to the address, email address or fax number of the party, and for the attention of
the individual or department, as set forth in Schedule 3 hereto or such other address, email
address or fax number as is notified in writing by that Party for this purpose to the
Facility Agent, the Administrative Agent or, as the case may be, the Pledgor, from time to
time.
	 
	19.2	 	Language
	 
	 	 	Save for the notice pursuant to section 1280 of the German Civil Code (Bürgerliches
Gesetzbuch) and unless otherwise required by statutory German law or unless otherwise agreed
in writing from time to time, any notice or other communication under or in connection with
this Agreement shall be made in the English language or, if in any other language,
accompanied by a translation into English. In the event of any conflict between the English
text and the text in any other language, the English text shall prevail (unless the document
is a statutory or other official document), except that where a German translation of a
legal term appears in such text, the German translation shall prevail.
	 
	20.	 	APPLICABLE LAW; JURISDICTION
	 
	20.1	 	Governing Law
	 
	 	 	This Agreement shall be governed by and construed in accordance with the laws of the Federal
Republic of Germany.




18









 












	20.2	 	Jurisdiction
	 
	 	 	The place of jurisdiction for all Parties shall be Frankfurt am Main, Federal Republic of
Germany. The Administrative Agent and the other Pledgees, however, shall also be entitled to
take legal action against the Pledgor before any other competent court of law having
jurisdiction over the Pledgor or any of its assets.






	21.	 	NOTIFICATION
	 
	 	 	The Pledgor and the Pledgees hereby instruct and the Pledgor authorises the undersigned
Notary Public to notify the Pledged Company in the Pledgor’s name of the Pledges by means of
forwarding a certified copy of this Agreement to the Pledged Company by registered mail
(return receipt requested).




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SCHEDULE 1




ORIGINAL LENDERS




JPMorgan Chase Bank, N.A.




Bank of America, N.A.




Credit Suisse, Cayman Islands Branch




The Royal Bank of Scotland plc




Goldman Sachs Credit Partners L.P.




Wells Fargo Bank, N.A.




HSBC Bank USA, National Association




RBC Capital Markets




Morgan Stanley Bank, N.A.




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SCHEDULE 2




ORIGINAL OBLIGORS




PART 1




ORIGINAL BORROWERS




ORIGINAL DOMESTIC BORROWER




First Solar, Inc.




ORIGINAL FOREIGN BORROWERS




First Solar Manufacturing GmbH




PART 2




ORIGINAL GUARANTORS




ORIGINAL DOMESTIC GUARANTORS




First Solar, Inc.




ORIGINAL FOREIGN GUARANTORS




First Solar Holdings GmbH




First Solar GmbH




First Solar Manufacturing GmbH




21









 





SCHEDULE 3




ADDRESSES FOR NOTICES




	 	 	 
	To the Pledgor:

	 	First Solar Holdings GmbH
	 
	 	 
	 

	 	Rheinstr. 4B

55116 Mainz
	 
	 	 
	 

	 	Germany
	 
	 	 
	 

	 	Attn.:  Anja Lange
	 

	 	David Brady

	 
	 	 
	 

	 	Fax:  +49(0)6131-1443-500
	 

	 	+1-602-414-9462

	 
	 	 
	 

	 	Email: alange@firstsolar.com
	 

	 	 dbrady@firstsolar.com

	 
	 	 
	To the Administrative Agent:

	 	JPMorgan Chase Bank, N.A.

10 South Dearborn, 7th Floor

Chicago, IL 60603
	 
	 	 
	 

	 	Attention: Creston Wren

Telecopy: 001 (312) 385-7097

Telephone: 001 (312) 385-7016
	 
	 	 
	With a copy to

	 	JPMorgan Chase Bank, N.A.

125 London Wall

London

EC2Y 5AJ
	 
	 	 
	 

	 	Attention: Lucy Chick

Telecopy: +44(0)20 7325 6835

Telephone: +44(0)20 7325 6926
	 
	 	 
	With a copy to

	 	JPMorgan Chase Bank, N.A.

201 North Central Avenue, Floor

21Phoenix, AZ 85004
	 
	 	 
	 

	 	Attention: Mark Chambers

Telecopy: 001 (602) 221-1502

Telephone: 001 (602) 221-2290






22









 






	 	 	 
	To the Pledged Company:

	 	First Solar Manufacturing GmbH
	 
	 	 
	 

	 	Marie-Curie-Str. 3

15236 Frankfurt (Oder)
	 
	 	 
	 

	 	Germany
	 
	 	 
	 

	 	Attn.:  Anja Lange
	 

	 	David Brady

	 
	 	 
	 

	 	Fax:  +49(0)6131-1443-500
	 

	 	+1-602-414-9462

	 
	 	 
	 

	 	Email: alange@firstsolar.com
	 

	 	  dbrady@firstsolar.com








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