8-K Credit Agreement Amendment 7-11-11




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 11, 2011

FIRST SOLAR, INC.
(Exact name of registrant as specified in its charter)

Delaware
 
001-33156
 
20-4623678
(State or other jurisdiction
 
(Commission File Number)
 
(IRS Employer
of incorporation)
 
 
 
Identification Number)

350 West Washington Street
Suite 600
Tempe, Arizona 85281
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (602) 414-9300

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))










ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

First Solar, Inc. (the “Company”) has entered into a Second Amendment and Waiver, dated as of June 30, 2011 (the “Amendment”), to the Amended and Restated Credit Agreement (the “Credit Agreement”) dated as of October 15, 2010, among the Company, the lenders party thereto, Bank of America, N.A. and The Royal Bank of Scotland plc, as documentation agents, Credit Suisse, Cayman Islands Branch, as syndication agent, and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”). The Amendment became effective as of June 30, 2011 upon the Administrative Agent receiving approval thereof from the Required Lenders (as defined in the Credit Agreement) on July 11, 2011. The Amendment provides for, among other things, the ability of Restricted Subsidiaries (as defined in the Credit Agreement) to incur indebtedness and guarantee obligations pursuant to letters of credit, bank guarantees or similar instruments issued in the ordinary course of business; provided that the aggregate stated or face amount of all such letters of credit, bank guarantees and similar instruments shall not exceed $50 million for all Restricted Subsidiaries outstanding at any time.
The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.






Item 9.01    FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibit
10.1    Second Amendment and Waiver, dated as of June 30, 2011, to the Amended and Restated Credit Agreement, dated as of October 15, 2010, among First Solar, Inc., the lenders party thereto, Bank of America, N.A. and The Royal Bank of Scotland plc, as documentation agents, Credit Suisse, Cayman Islands Branch, as syndication agent, and JPMorgan Chase Bank, N.A., as administrative agent.







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.                        
 
 
 
 
 
 
FIRST SOLAR, INC.
 
 
 
 
 
 
Date: July 13, 2011 
By:  
/s/
Mary Beth Gustafsson 
 
 
Name: 
Mary Beth Gustafsson 
 
 
Title:  
Executive Vice President, General Counsel and Secretary
 







EXHIBIT INDEX


Exhibit
Number    Description

10.1    Second Amendment and Waiver, dated as of June 30, 2011, to the Amended and Restated Credit Agreement, dated as of October 15, 2010, among First Solar, Inc., the lenders party thereto, Bank of America, N.A. and The Royal Bank of Scotland plc, as documentation agents, Credit Suisse, Cayman Islands Branch, as syndication agent, and JPMorgan Chase Bank, N.A., as administrative agent.