FIRST DEMAND GUARANTY

Exhibit 10.2

FIRST DEMAND GUARANTY

DATED AS OF MAY 6, 2008

by

FIRST SOLAR, INC.

GUARANTY

This GUARANTY dated as of May 6, 2008 is made by First Solar, Inc., a Delaware corporation (the “ Guarantor ”), in favor of each of the Agents (as defined below) and the Lenders (as defined in the Facility Agreement dated the date hereof, among First Solar Malaysia Sdn. Bhd. (Company No. 758827-T) (the “ Borrower ”), IKB Deutsche Industriebank Aktiengesellschaft, as Arranger, Natixis Zweigniederlassung Deutschland, as Facility Agent, Natixis, Labuan Branch, as Security Agent (each of the Arranger, the Facility Agent and the Security Agent, an “ Agent ” and, collectively, the “ Agents ”) and the Original Lenders listed on Schedule 1 thereto (as amended, modified or supplemented from time to time in accordance with its terms, the “ Credit Agreement ”)). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed thereto in the Credit Agreement.

The Lenders have agreed to extend Loans to the Borrower pursuant to, and subject to the terms and conditions of, the Credit Agreement. The obligation of the Lenders to extend such Loans under the Credit Agreement is conditioned on the execution and delivery by the Guarantor of a first demand guaranty in the form hereof of the obligations of the Borrower under any of the Finance Documents, which such obligations are the due and punctual payment and performance of (a) the principal of and interest on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, including interest and fees that accrue after the commencement of proceedings by or against the Borrower under any bankruptcy, insolvency, or other debtor relief laws, and (b) all other obligations of the Borrower at any time and from time to time under the Credit Agreement and the other Finance Documents (the foregoing being collectively referred to herein as the “ Obligations ”).

Accordingly, in consideration of the premises and in order to induce the Lenders to make Loans and extend other financial accommodations under the Credit Agreement, the Guarantor hereby agrees as follows:

1.		Guaranty
		The Guarantor hereby irrevocably and unconditionally guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, and the punctual performance, of all present and future Obligations of the Borrower under any of the Finance Documents (the foregoing being referred to herein as the “ Guaranteed Obligations ”).
2.		Waiver
		The Guarantor hereby absolutely, unconditionally and irrevocably waives, to the fullest extent permitted by law, (i) promptness, diligence, notice of acceptance and any other notice with respect to this Guaranty, (ii) presentment, demand of payment, protest, notice of dishonor or nonpayment and any other notice with respect to the Guaranteed Obligations, (iii) any requirement that any Lender or Agent protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Borrower or any other person or any collateral securing the Guaranteed Obligations, and (iv) except as may be required in order to trigger a direct obligation of the Borrower, any other action, event or precondition to the enforcement of this Guaranty or the performance by the Guarantor of the obligations hereunder.
3.		Guaranty Absolute
(a)		The Guarantor guarantees that, to the fullest extent permitted by law, the Guaranteed Obligations will be paid or performed strictly in accordance with their terms, regardless

		of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Agent or Lender with respect thereto.
(b)		No invalidity, irregularity, voidability, voidness or unenforceability of the Credit Agreement or any other Finance Document or any other agreement or instrument relating thereto, or of all or any part of the Guaranteed Obligations or of any security therefor shall affect, impair or be a defense to this Guaranty.
(c)		This Guaranty is one of payment and performance, not collection, and the obligations of the Guarantor under this Guaranty are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or whether the Borrower is joined in any such action or actions.
(d)		Until the indefeasible payment in full of the Guaranteed Obligations, the liability of the Guarantor under this Guaranty shall be absolute and unconditional irrespective of:

	(i)		any change in the manner, place or terms of payment or performance, and/or any change or extension of the time of payment or performance of, renewal or alteration of, any Guaranteed Obligation, any security therefor, or any liability incurred directly or indirectly in respect thereof, or any other amendment or waiver of or any consent to departure from the Credit Agreement or any other Finance Document, including any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower or any of its subsidiaries or otherwise;
	(ii)		any sale, exchange, release, surrender, realization upon any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, all or any of the Guaranteed Obligations, and/or any offset thereagainst, or failure to perfect, or continue the perfection of, any lien in any such property, or delay in the perfection of any such lien, or any amendment or waiver of or consent to departure from any other guaranty for all or any of the Guaranteed Obligations;
	(iii)		any exercise or failure to exercise any rights against the Borrower or others (including the Guarantor);
	(iv)		any settlement or compromise (in each case, other than the indefeasible payment in full of all of the Guaranteed Obligations) of any Guaranteed Obligation, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and any subordination of the payment of all or any part thereof to the payment of any Guaranteed Obligation (whether due or not) of the Borrower to creditors of the Borrower other than the Guarantor;
	(v)		any manner of application of any collateral securing the Guaranteed Obligations, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any such collateral or any other assets of the Borrower or any of its subsidiaries;
	(vi)		any change, restructuring or termination of the existence of the Borrower or any of its subsidiaries; or
	(vii)		any other agreements or circumstance of any nature whatsoever which might otherwise constitute a defense available to, or a discharge of, this Guaranty and/or

obligations of the Guarantor hereunder, or a defense to, or discharge of, the Borrower or any other person or party relating to this Guaranty or the obligations of the Guarantor hereunder or otherwise with respect to the Loans or other financial accommodations to the Borrower.

	(e)		Any Agent may at any time and from time to time (whether or not after revocation or termination of this Guaranty) without the consent of, or notice (except as shall be required by applicable statute and cannot be waived) to, the Guarantor, and without incurring responsibility to the Guarantor or impairing or releasing the obligations of the Guarantor hereunder, apply any sums by whomsoever paid or howsoever realized to any Guaranteed Obligation regardless of what Guaranteed Obligations remain unpaid.
	(f)		This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Agents or Lenders, upon the bankruptcy or reorganization of the Borrower.

4.		Continuing Guaranty
		This Guaranty is a continuing one and shall (i) remain in full force and effect until the indefeasible payment in full of the Guaranteed Obligations (and, upon such payment, this Guaranty shall automatically terminate), (ii) be binding upon the Guarantor, its successors and assigns, and (iii) inure to the benefit of, and be enforceable by, any Lender or Agent, and