Common use of Amendment to Supply Agreement Clause in Contracts

Amendment to Supply Agreement. (a) Section 1(d) of the Supply Agreement is amended by adding the following new paragraphs after the last sentence: “Subject to Seller’s continuing ability to meet the agreed to delivery, quality, and technical requirements and notwithstanding any conflicting provision of this Agreement or the GEE Purchase Terms, in calendar year 2013 only, Buyer shall purchase from Seller, and Seller shall be obligated to sell to Buyer, [...***...] sets of Components (or [...***...] wind turbine blades) specified in Buyer’s [...***...] (“2013 Component Orders”) through one or more firm, non-cancellable POs placed with Seller on or before January 10, 2013. At Buyer’s option, it may place additional orders for another [...***...] sets of Components (or [...***...] wind turbine blades) specified in Buyer’s [...***...] (“2013 [...***...] Set Option”) as long as firm, non-cancellable POs for such Components are received by Seller by no later than March 31, 2013. Any further Orders for 2013 beyond the [...***...] Component sets contemplated herein will be negotiated between Buyer and Seller in good faith on a case-by-case basis. The pricing for all such 2013 Component Orders, as well as the 2013 [...***...] Set Option shall be [...***...] RMB, plus VAT, when applicable, as set forth on Appendix 2. Once placed by Buyer and accepted by Seller, all POs for 2013 Component Orders, as well as the 2013 [...***...] Set Option, shall be firm and non-cancellable. For the avoidance of doubt, the parties agree and hereby acknowledge that the required purchase commitments set forth in Sections 1(b) through 1(d), insofar as they relate to Buyer’s obligation to place October Orders, to provide a Volume Guarantee Period, or to purchase a [...***...] of Planned Capacity, shall no longer be in effect for Components produced after production year 2012 and that the terms for 2013 Component Orders and, if applicable, the 2013 [...***...] Set Option as set forth above shall govern any such Orders placed for Components produced in 2013. (b) Section 1(e) of the Supply Agreement is amended by deleting the current text in its entirety and replacing it with the following: “Except as provided in Section 10(b) below, during the term of this Agreement, Seller shall not enter into any contracts that materially interfere or disrupt the 2013 Component Orders or the 2013 [...***...] Set Option as set forth above.” (c) Sections 2(b) through 2(c) of the Supply Agreement are amended by deleting the current text in its entirety and replacing it with the following: “Intentionally Omitted.” (d) Section 3(a) of the Supply Agreement is amended by deleting “December 31, 2014 (the “Term”)” and replacing it with the following: “January 1, 2014 (the “Term”), at which time Buyer shall pay to Seller in one lump sum a termination fee of [...***...] USD, less any outstanding Advance. The payment of the termination fee shall be Buyer’s sole obligation and Seller’s sole remedy with regard to such termination fees or any costs associated therewith and Buyer shall have no further liability to the Seller for such termination. Buyer and Seller recognize and acknowledge that the parties may engage in other business opportunities beyond January 1, 2014. In such circumstances, Buyer and Seller agree to evaluate and, if necessary, renegotiate the aforementioned termination fee, as well as the timing for Seller’s repayment of the Advance.”. (e) Section 3(b) of the Supply Agreement is amended by deleting the current text in its entirety and replacing it with the following: “Intentionally Omitted.” (f) Section 4 of the Supply Agreement is amended by deleting the language “[...***...], Chief Financial Officer” and replacing it with “[...***...], General Counsel & Corporate Secretary” and by deleting “X.X. Xxx 000, 000 Xxxxxx Xxxxxx, Xxxxxx, XX 00000-0000” and replacing it with “0000 Xxxxx Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000.” (g) Section 4 of the Supply Agreement is further amended by deleting the language “[...***...]” and “[...***...]” and replacing it with “[...***...]” and “[...***...]” respectively. (h) Section 10(b) of the Supply Agreement is amended by adding the following paragraph after the last sentence: “Beginning in year 2013, Buyer hereby agrees and consents to Seller adding one or more new customers in the wind energy segment to the Production Facility and Seller shall be permitted to use freely some or all of the manufacturing and storage capacity originally allocated to Buyer as of the Effective Date for such new customers provided that the manufacturing and storage capacity allocated to Buyer in fulfillment of 2013 Component Orders and, if applicable, the 2013 [...***...] Set Option, remains unchanged and adding any such new customers does not otherwise interfere with Seller’s performance of its obligations hereunder” (i) Appendix 2 of the Supply Agreement is amended by adding the following paragraph after the last sentence: “For 2013 Component Orders and, if applicable, the 2013 [...***...] Set Option only, the price shall be [...***...] RMB per set, plus VAT. The currency exchange rate for the exportation of any Components that are part of the 2013 Component Orders and/or the 2013 [...***...] Set Option will be determined based on the Bank of China’s then existing currency exchange rate at the xxxx Xxxxxx acknowledges the POs for such Orders.” (j) Appendix 4 of the Supply Agreement is amended by deleting the table in its entirety and replacing it with the following: Intentionally Omitted.

Amendment to Supply Agreement. (a) Section 1(d) of the Supply Agreement is amended by adding the following new paragraphs after the last sentence: “Subject to Seller’s continuing ability to meet the agreed to delivery, quality, and technical requirements and notwithstanding any conflicting provision of this Agreement or the GEE Purchase Terms, in calendar year 2013 only, Buyer shall purchase from Seller, and Seller shall be obligated to sell to Buyer, [...***...] fifty (50) sets of Components (or [...***...] one hundred fifty (150) wind turbine blades) specified in Buyer’s [...***...] (“2013 Component Orders”) through one or more firm, non-cancellable POs placed with Seller on or before January 10, 2013. At Buyer’s option, it may place additional orders for another [...***...] fifty (50) sets of Components (or [...***...] one hundred fifty (150) wind turbine blades) specified in Buyer’s [...***...] (“2013 [...***...] 50 Set Option”) as long as firm, non-cancellable POs for such Components are received by Seller by no later than March 31, 2013. Any further Orders for 2013 beyond the [...***...] one hundred (100) Component sets contemplated herein will be negotiated between Buyer and Seller in good faith on a case-by-case basis. The pricing for all such 2013 Component Orders, as well as the 2013 [...***...] 50 Set Option shall be [...***...] RMB, plus VAT, when applicable, as set forth on Appendix 2. Once placed by Buyer and accepted by Seller, all POs for 2013 Component Orders, as well as the 2013 [...***...] 50 Set Option, shall be firm and non-cancellable. For the avoidance of doubt, the parties agree and hereby acknowledge that the required purchase commitments set forth in Sections 1(b) through 1(d), insofar as they relate to Buyer’s obligation to place October Orders, to provide a Volume Guarantee Period, or to purchase a [...***...] minimum number of Components equal to at least 50% of Planned Capacity, shall no longer be in effect for Components produced after production year 2012 and that the terms for 2013 Component Orders and, if applicable, the 2013 [...***...] 50 Set Option as set forth above shall govern any such Orders placed for Components produced in 2013. (b) Section 1(e) of the Supply Agreement is amended by deleting the current text in its entirety and replacing it with the following: “Except as provided in Section 10(b) below, during the term of this Agreement, Seller shall not enter into any contracts that materially interfere or disrupt the 2013 Component Orders or the 2013 [...***...] 50 Set Option as set forth above.” (c) Sections 2(b) through 2(c) of the Supply Agreement are amended by deleting the current text in its entirety and replacing it with the following: “Intentionally Omitted.” (d) Section 3(a) of the Supply Agreement is amended by deleting “December 31, 2014 (the “Term”)” and replacing it with the following: “January 1, 2014 (the “Term”), at which time Buyer shall pay to Seller in one lump sum a termination fee of [...***...] USD, less any outstanding Advance. The payment of the termination fee shall be Buyer’s sole obligation and Seller’s sole remedy with regard to such termination fees or any costs associated therewith and Buyer shall have no further liability to the Seller for such termination. Buyer and Seller recognize and acknowledge that the parties may engage in other business opportunities beyond January 1, 2014. In such circumstances, Buyer and Seller agree to evaluate and, if necessary, renegotiate the aforementioned termination fee, as well as the timing for Seller’s repayment of the Advance.”. (e) Section 3(b) of the Supply Agreement is amended by deleting the current text in its entirety and replacing it with the following: “Intentionally Omitted.” (f) Section 4 of the Supply Agreement is amended by deleting the language “[...***...], Chief Financial Officer” and replacing it with “[...***...], General Counsel & Corporate Secretary” and by deleting “X.X. Xxx 000, 000 Xxxxxx Xxxxxx, Xxxxxx, XX 00000-0000” and replacing it with “0000 Xxxxx Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000.” (g) Section 4 of the Supply Agreement is further amended by deleting the language “[...***...]” and “[...***...]” and replacing it with “[...***...]” and “[...***...]” respectively. (h) Section 10(b) of the Supply Agreement is amended by adding the following paragraph after the last sentence: “Beginning in year 2013, Buyer hereby agrees and consents to Seller adding one or more new customers in the wind energy segment to the Production Facility and Seller shall be permitted to use freely some or all of the manufacturing and storage capacity originally allocated to Buyer as of the Effective Date for such new customers provided that the manufacturing and storage capacity allocated to Buyer in fulfillment of 2013 Component Orders and, if applicable, the 2013 [...***...] 50 Set Option, remains unchanged and adding any such new customers does not otherwise interfere with Seller’s performance of its obligations hereunder” (i) Appendix 2 of the Supply Agreement is amended by adding the following paragraph after the last sentence: “For 2013 Component Orders and, if applicable, the 2013 [...***...] 50 Set Option only, the price shall be [...***...] RMB per set, plus VAT. The currency exchange rate for the exportation of any Components that are part of the 2013 Component Orders and/or the 2013 [...***...] 50 Set Option will be determined based on the Bank of China’s then existing currency exchange rate at the xxxx Xxxxxx acknowledges the POs for such Orders.” (j) Appendix 4 of the Supply Agreement is amended by deleting the table in its entirety and replacing it with the following: Intentionally Omitted.