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Exhibit 10.39
  
  ................................2007
 SILICIUM DE PROVENCE S.A.S
 and
 EVERGREEN SOLAR, INC.
 AGREEMENT FOR THE SALE AND PURCHASE
 OF SOLAR GRADE SILICON




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HERBERT SMITH LLP
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TABLE OF CONTENTS
 Article
    
    Headings
    
    Page1.
    
    DEFINITIONS AND INTERPRETATION
    
    
    42.
    
    DURATION
    
    
    53.
    
    SALE AND PURCHASE OF SILICON
    
    
    64.
    
    TITLE AND RISK
    
    
    85.
    
    SET-OFF
    
    
    96.
    
    LIABILITY
    
    
    97.
    
    ASSIGNMENT
    
    
    98.
    
    TERMINATION
    
    
    109.
    
    PERMITS, TAXATION AND EXPORT CONTROL
    
    
    1110.
    
    FORCE MAJEURE
    
    
    1111.
    
    CONFIDENTIALITY
    
    
    1212.
    
    NOTICES
    
    
    1313.
    
    APPLICABLE LAW AND LANGUAGE
    
    
    1414.
    
    MISCELLANEOUS
    
    
    1415.
    
    DISPUTES
    
    
    14SCHEDULE 1 SILICON SPECIFICATIONS
    
    
    17SCHEDULE 2 DELIVERY UNITS AND PACKING OF SILICON
    
    
    18
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AGREEMENT FOR THE SALE AND PURCHASE
OF SOLAR GRADE SILICON
 THIS AGREEMENT
 BETWEEN:
 (1)
    
    SILICIUM DE PROVENCE S.A.S., a private company with limited liability, incorporated under the
laws of France, whose registered office is situated at Usine de St. Auban, 04 600 Saint Auban,
France, represented by Mr. Frank Wouters (Silpro); and(2)
    
    EVERGREEN SOLAR, INC.,a company incorporated in Delaware, U.S.A. with registered number
2426798, whose registered office is situated at 138 Bartlett Street, Marlboro, MA01752, USA,
represented by Richard Chleboski (Evergreen).
 Party Parties
 WHEREAS:
 (A)
    
    Silpro intends to develop a plant in France for the production of high-quality solar grade
polycrystalline silicon in a first phase with a nominal capacity of [****] metric tons/year
(the First Phase) and a second phase with a nominal capacity of [****] metric tons/year (the
Second Phase).(B)
    
    Evergreen is a leading processor of solar grade silicon of the type to be produced by Silpro
and a manufacturer of high-quality photovoltaic products.(C)
    
    The Parties wish to enter into an agreement whereby Silpro shall sell part of its production
of solar grade silicon to Evergreen
 NOW, THEREFORE THE PARTIES AGREE AS FOLLOWS:
 1.
    
    DEFINITIONS AND INTERPRETATION
 1.1
    
    Definitions
 In this Agreement, unless the context otherwise requires, the following words and
expressions bear the meanings respectively set out below:Agreed Percentage of Silicon means the quantities of Silicon which Silpro undertakes to
supply to Evergreen in accordance with Article 3.1.1;Contract Year means a calendar year in the Gregorian Calendar and each fractional calendar
year from the date of signature until the date of termination of this Agreement;Effective Date means the day of the satisfaction of the condition set out in Article 2.1;Loan means the loan granted pursuant to the Subordinated Loan Agreement;Silicon means the solar grade polycrystalline silicon produced at the Silpros Plant and
which meets the Silicon Specifications;Silicon Specifications means the specifications of the Silicon as specified in Schedule 1;Silpros Plant means the solar grade polycrystalline silicon production plant to be
constructed and operated by Silpro in Saint Auban, France;Subordinated Loan Agreement means the subordinated loan agreement entered into between
Evergreen and Silpro of even date;Works means the works arising out of and relating to the construction of Silpros Plant.
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1.2
    
    Interpretation
 In this Agreement, unless otherwise specified or the context otherwise requires:
 1.2.1
    
    words importing the singular shall include the plural and vice versa;1.2.2
    
    words importing any gender shall include all other genders;1.2.3
    
    words importing the whole shall be treated as including reference to any part
of the whole;1.2.4
    
    reference to an Article is to the relevant article of this Agreement;1.2.5
    
    reference to this Agreement or to any other document is a reference to this
Agreement or to that other document as modified, amended, varied, supplemented or
replaced from time to time;1.2.6
    
    reference to a provision of law is a reference to that provision as extended,
applied, amended, consolidated or re-enacted or as the application thereof is modified
from time to time and shall be construed as including reference to any order,
instrument, regulation or other subordinate legislation from time to time made under
it, except as otherwise provided in this Agreement;1.2.7
    
    all references to the words include and including shall be construed
without limitation;1.2.8
    
    a reference to writing or written includes faxes and e-mail;1.2.9
    
    headings used in this Agreement shall not affect its construction or
interpretation;1.2.10
    
    words and phrases defined in any part of this Agreement bear the same meanings
throughout this Agreement;1.2.11
    
    day means calendar day, month means a calendar month, year means a period of
365 days except in the case of a leap year which shall mean a period of 366 days;1.2.12
    
    any standards, regulations, codes stated in any part of this Agreement shall be
interpreted as the latest version on the Effective Date of the said standard,
regulation, code etc., unless stated otherwise;1.2.13
    
    wherever in this Agreement provision is made for the giving of notice, consent or
approval by any person, unless otherwise stated, such shall not be unreasonably
withheld. Any notice, consent or approval shall be in writing and the word notify
shall be construed accordingly. All notices shall be served on the Parties designated
representative at the registered address of the Party or other address that a Party may
notify the other Party of from time to time; and1.2.14
    
    the documents forming this Agreement are to be taken to be mutually explanatory of
one another. For the purposes of interpretation, if any provision of the main body of
this Agreement is inconsistent with a provision of the Schedules, the provision of the
main body of this Agreement shall prevail.
 2.
    
    DURATION
 2.1
    
    This Agreement will be binding upon the Parties as from the date of its signature and shall
be effective upon disbursement by Evergreen to Silpro of the full amount of the Loan (the
Effective Date).2.2
    
    Subject to Article 10.6, this Agreement has a fixed duration of 10 (ten) years from the
date of delivery by Silpro to Evergreen of the first lot of Silicon under the terms of this
Agreement and may only be extended beyond its expiry date pursuant to the prior written
agreement of the Parties.
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2.3
    
    Not greater than 3 (three) months and no less than 2 (two) months prior to the
5th (fifth) anniversary of the Effective Date, either Party may by notice to the
other, request that the terms of this Agreement be renegotiated to revise the terms to be
consistent with the terms of agreements that would be negotiated at that time for the
delivery of silicon in the amounts and at the times contemplated by this Agreement. The
Parties shall attempt in good faith to reach agreement. If no agreement is reached by the
5th (fifth) anniversary of the Effective Date, the provisions of Article 8 shall
apply.
 3.
    
    SALE AND PURCHASE OF SILICON
 3.1
    
    Quantities
 3.1.1
    
    Silpro undertakes to sell to Evergreen and Evergreen agrees to purchase, in
any Contract Year commencing with the Contract Year in which Silpros Plant enters into
commercial operation, [****] per cent) of those quantities of Silicon which:
 (A)
    
    are produced from Silpros Plant during such Contract Year;
and(B)
    
    meet or exceed the Silicon specification as set-out in
Schedule 1,limited to [****] of the nominal capacity (as defined in the Preamble) (the Agreed
Percentage of Silicon).
 Commencement of supply
 3.2.1
    
    Silpros construction and ramp up planning foresees a production volume of
in-spec material of approximately [****] tons in [****] commencing in [****].3.2.2
    
    Silpro will inform Evergreen each month after the Effective Date of the
planning and construction progress of Silpros Plant, including information on the
anticipated date of commercial operation and the anticipated date on which the nominal
capacity of the First Phase and Second Phase will be achieved in order to enable
Evergreen to plan its plant utilisation.
 3.3
    
    Planned Quantities
 Within one month after Silpros Plant enters into commercial operation and in January and
July of each Contract Year (commencing with the Contract Year in which Silpros Plant enters
into commercial operation), Silpro shall communicate to Evergreen in writing the planned
dates and quantities of Silicon it will ship to Evergreen during the next twelve (12)
months. Silpro shall inform Evergreen reasonably in advance if significant changes must be
made to these planned dates and quantities.
 3.4
    
    Delivery Conditions
 Silpro shall deliver the Silicon to Evergreen [****] Incoterms 2000, in accordance with the
delivery schedule as determined pursuant to the provisions of Article 3.3 and the provisions
relating to the division into units and packing of the Silicon contained in Schedule 2
(Delivery Units and Packing of Silicon).
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3.5
    
    Price
 3.5.1
    
    Subject to Article 3.5.3, the price of the Silicon supplied by Silpro to
Evergreen under this Article 3 shall be determined as follows:
 Year of shipment of the Silicon
    
    Silicon Price ( / kg)2009
    
    [****]2010
    
    [****]2011
    
    [****]2012
    
    [****]2013
    
    [****]2014
    
    [****]2015
    
    [****]2016
    
    [****]2017
    
    [****]2018
    
    [****]2019
    
    [****]
 3.5.2
    
    These prices do not include the costs of carriage and insurance of the Silicon
until it has been delivered to Evergreen pursuant to Article 3.4.3.5.3
    
    Price Adjustment
 (A)
    
    The prices set out in Article 3.5.1 (Initial Purchase
Price) have been based on (i) the general prices in France for 2008 (for
inflation calculation purposes), (ii) the assumption that the price for
[****] is the actual price per metric ton (delivered price) to be
agreed between Silpro and its [****] supplier and for [****] is
 [****]/MWH and (iii) the assumption that the cost of [****] is
[****]%) of the Silicon price (CSf) and the cost of [****] is [****]%)
of the Silicon price (Ef).(B)
    
    The Parties shall adjust the Initial Purchase Price every
January 1st and July 1st during the term of this Agreement, commencing from
calendar year 2009, every year to reflect [****] according to the following:
 (1)
    
    the cost of [****] has changed by [****]%) or
more when compared to the costs for 2008, as set out in Article
3.5.3(A); or(2)
    
    the aggregate cost of [****] has changed by
[****]%) or more when compared to the costs for 2008, as set out in
Article 3.5.3(A).
 (C)
    
    In determining the amount (Price Change) to be added to or
subtracted from the Initial Purchase Price, the following formula shall be
used:Price Change = [****] x relevant Initial Purchase Price.Where:- [****];
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- [****];*
    
    Changes in the [****] will be reasonably documented based on actual
performance of SilPros plant after stable operations have been achieved.
 (D)
    
    The Price Change shall be cumulative and shall be added to
(in the case of a price increase) or subtracted from (in the case of a price
decrease) the Initial Purchase Price.Example only: in the calendar year 2008 there are a [****] price
increase of 4% and an [****] price decrease of 4%. Then the 2009 price
remains [****] Euro as in the table. In 2009 a further 7% [****] price
increase (cumulative 11% compared to 2008) and a further 10% [****]
price decrease (cumulative 14% compared to 2008 level). The price
correction for 2010 will be:[****]
 3.6
    
    PaymentEvergreen shall pay invoices for Silicon in full within 30 days of receipt in cleared funds
to the following bank account:Bank: []Branch: []Account Number: []Swift Code: []or to such other bank account as may be nominated from time to time by Silpro to Evergreen.3.7
    
    Specification of the SiliconSilpro warrants that the Silicon will conform in all material respects to the Silicon
Specifications. All other warranties or conditions (whether express or implied) as to
quality, condition, description, compliance with sample or fitness for purpose (whether
statutory or otherwise) other than those expressly set out in this Agreement are excluded
from this Agreement to the fullest extent permitted by law.3.8
    
    Suspension of Supply of SiliconIf Silpro reasonably considers that Evergreen is in breach of any of its material
obligations under this Agreement and Evergreen fails to cure such breach within thirty (30)
calendar days after written notice thereof, Silpro shall be entitled to suspend the whole or
part of supply of Silicon to Evergreen (and the Agreed Percentage of Silicon for the
relevant Contract Year shall be reduced accordingly), until such time as Evergreen has
remedied its failure to perform.
 4.
    
    TITLE AND RISK
 4.1
    
    While any and all of the Silicon is in the possession or custody of Evergreen, Evergreen
agrees to bear the risk of any loss, contamination or damage to same. The Silicon shall be
deemed to be in the possession or custody of Evergreen as soon as it is delivered to
Evergreen [****](Incoterms 2000).4.2
    
    Ownership in any applicable shipment of Silicon shall not pass to Evergreen until Silpro
has received in full (in cash or cleared funds) all sums due to it in respect of such
shipment.4.3
    
    Until such time as it has made full payment for the applicable shipment of silicon
Evergreen shall not impose or permit to be imposed upon the Silicon, any liens or
encumbrances whatsoever.
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5.
    
    SET-OFFWithout prejudice to any other right or remedy it may have, each Party reserves the right to
set off any amount owing at any time to it by the other Party under this Agreement against
any amount payable by such Party to the other Party whether under this Agreement or under
any other agreement or otherwise.6.
    
    LIABILITY
 6.1
    
    Subject to Article 9.2, each Party shall indemnify and hold harmless the other Party its
personnel and agents from and against all claims, damages, losses and expenses (including
reasonable legal fees and expenses) in respect of (1) bodily injury, sickness, disease or
death which is attributable to any negligence, wilful act or breach of this Agreement by such
Party, its personnel and agents and (2) matters for which liability maybe excluded from
insurance cover.6.2
    
    No Party shall be liable to any other Party for loss of profit, loss of any contract or for
any other consequential loss or damage which may be suffered by the other Party in connection
with this Agreement.
 7.
    
    ASSIGNMENT
 7.1
    
    Subject to (A)-(D) below and 7.2 neither Party may, or may purport to, assign, transfer,
mortgage, charge, pledge or otherwise encumber all or any portion of its rights, interests or
obligations arising under this Agreement without the prior written consent of the other
Party, except that:
 (A)
    
    Subject to (B) and (D) below Silpro may freely assign all or any portion of its
rights and obligations under this Agreement (or any document or legal instrument
referred to in this Agreement), to (i) any shareholder of Silpro or Affiliate of such
shareholder or (ii) to any Lender.For the purposes of this Article 12(A), Affiliate means in relation to any person,
any other person that, directly or indirectly, controls or is controlled by or is
under the same control as such person and the term control shall mean the ability to
exercise, or to promote the exercise, directly or indirectly, of at least 50% of the
voting rights attached to a persons equity interests or shares.Lenders(s) means any bank, special purpose project company, trust company, mortgage
company, insurance company, pension fund, real estate investment trust, or other
lending or financial institutions (including indirect lenders and loan participants)
providing debt, equity, lease and/or bond financing or financial services, or credit
support or other credit enhancement in any way related to the construction of the
Works(B)
    
    If Silpro does not obtain Evergreens prior written consent to any such
assignment, transfer, mortgage, charge, pledge or other encumbrance under sub-clause
(A) above, Silpro shall not be released from any obligation hereunder unless and until
Silpro provides a guarantee to Evergreen in a form acceptable to Evergreen in its sole
discretion.(C)
    
    If Silpro obtains Evergreens prior written consent to any such assignment,
transfer, mortgage, charge, pledge or other encumbrance under sub-clause (A) above
assignment Silpro shall not be required to provide an unconditional guarantee of the
obligations under this Agreement to Evergreen and Silpro shall be released from any
obligation hereunder upon the execution of an assignment and assumption agreement
whereby Silpro assigns all of its rights to the applicable assignee and such assignee
assumes all of the obligations of Silpro under this Agreement.
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(D)
    
    Successive assignments of Silpros rights under this Agreement shall remain
subject to this Article 7.1 provided that Silicium de Provence S.A.S. shall not be
released from a guarantee provided in satisfaction of its obligations under this
Article 7.1 as a result of an assignment that occurs after the initial assignment by
Silpro unless Evergreens consent is obtained in which case Silpro shall be released
and item (C) above shall apply.
 7.2
    
    Evergreen may assign or transfer this Agreement without the consent of Silpro in the event
of a change of control of Evergreen or the sale of all or substantially all the assets of
Evergreen to which this Agreement relates.7.3
    
    In particular, it shall be a condition of this Agreement that Evergreen shall not grant any
mortgage, charge, pledge, lien or other security interest of any kind or arrangement that
would effect the rights and obligations of the Parties under this Agreement, whether to its
creditors or any other third party.7.4
    
    Any assignment, transfer, mortgage, charge, pledge or other giving of security by one Party
hereunder shall not in any way diminish the other Partys rights and obligations or the
giving Parties successors rights and obligations under this Agreement, including any
amendments hereto.7.5
    
    On the written request of Silpro, Evergreen shall cooperate with Silpro and any Lenders, by
entering, in a timely manner, into such direct agreements as may reasonably be necessary and
customary for project financing of the Works. Such agreements may include provisions which
permit the Lender(s), in the event of a breach of contract that would permit Evergreen to
terminate the Agreement, to:
 (i)
    
    Take-over the Agreement;(ii)
    
    step-in, rectify or otherwise cure any breach of this Agreement;(iii)
    
    assign or otherwise transfer this Agreement.
 8.
    
    TERMINATION
 8.1
    
    Evergreen shall be entitled to terminate this Agreement if:
 8.1.1
    
    Silpro commits a breach of any of its material obligations under this
Agreement and fails to remedy such breach (if such breach is remediable) within a
period of [****] days after being notified in writing to do so, without prejudice to
any rights that have accrued under this Agreement or any of its other rights or
remedies. A breach of a material obligation shall (without limitation) include the
following:
 (A)
    
    Silpro fails to pay any amount due to Evergreen under this
Agreement on the due date for payment and remains in default for not less than
[****] days after being notified in writing to make such payment, provided
that Silpro does not dispute in good faith such payment as being due and
payable;(B)
    
    Silpro fails to commence supply by [****];(C)
    
    Silpro suspends, or threatens to suspend, payment of its
debts; or(D)
    
    Silpro suspends or ceases, or threatens to suspend or cease,
to carry on all or a substantial part of its business.
 8.1.2
    
    the Parties fail to renegotiate the terms of this Agreement by the 5th Anniversary of the Effective Date, in accordance with Article 2.3.
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8.2
    
    If Evergreen has entered into a direct agreement with any Lender then the terms thereof
shall take priority over the terms of this Agreement.8.3
    
    Silpro shall be entitled to terminate this Agreement if:
 8.3.1
    
    Evergreen commits a breach of any of its material obligations under this
Agreement and fails to remedy such breach (if such breach is remediable) within a
period of [****] days after being notified in writing to do so, without prejudice to
any rights that have accrued under this Agreement or any of its rights or remedies. A
breach of a material obligation shall (without limitation) include the following:
 (A)
    
    Evergreen fails to pay any amount due to Silpro under this
Agreement on the due date for payment and remains in default not less than
[****] days after being notified in writing to make such payment, provided
that Evergreen does not dispute in good faith such payment as being due and
payable; or(B)
    
    a suspension of the supply of the Silicon pursuant to Article
3.8 is continuing for more than [****] months; or(C)
    
    Evergreen suspends, or threatens to suspend, payment of its
debts; or(D)
    
    Evergreen suspends or ceases, or threatens to suspend or
cease, to carry on all or a substantial part of its business.
 8.4
    
    After termination for whatever reason Evergreen shall:
 8.4.1
    
    Pay for the Silicon delivered or en-route to Evergreen pursuant to this
Agreement in accordance with the terms of herewith; or8.4.2
    
    Return any deliveries not then paid for but then remaining in Evergreens
possession or custody or en-route to Evergreen upon termination of this Agreement
within 30 (thirty) days after the date of such termination, loaded aboard a carrier at
Evergreens Facility, with Evergreen bearing all packing and loading costs, and risk
until delivered to [****] Incoterms 2000 to Silpro or an entity nominated by Silpro.
 9.
    
    PERMITS, TAXATION AND EXPORT CONTROL
 9.1
    
    Evergreen represents and warrants that it has the foreign trade license or any other
license, permits or certificates as may be required by law to enter into this9.2
    
    Evergreen shall keep Silpro fully informed about any laws and regulations applicable to
Evergreen regarding the import of Silicon. In the event Evergreen is aware of any import
restrictions relating to the Silicon, it shall inform Silpro, as soon as possible.9.3
    
    Silpro is entitled to terminate this Agreement in whole or in part without compensation, if
any of the required import licenses, permits, approvals and consents are not valid or have
not been granted or are withdrawn by the responsible authorities.9.4
    
    Evergreen shall be responsible for all taxes and duties relative to the import of Silicon.
 10.
    
    FORCE MAJEURE
 10.1
    
    A Party, provided that it has complied with the provisions of Article 10.4, shall not be in
breach of this Agreement, nor liable for any failure or delay in performance of any
obligations under this Agreement (and, subject to Article 10.4, the time for performance of
the obligations shall be extended accordingly) arising from or attributable to acts, events,
omissions or accidents beyond its reasonable control and which it has not caused or
contributed to in any way (Force Majeure Event), which renders it impossible for the
affected Party to perform its obligations under this Agreement, including but not limited to
any of the following:
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10.1.1
    
    Acts of God, including but not limited to fire, flood, earthquake, windstorm or other
natural disaster;10.1.2
    
    war, threat of or preparation for war, armed conflict, imposition of sanctions,
embargo, breaking off of diplomatic relations or similar actions;10.1.3
    
    terrorist attack, civil war, civil commotion or riots;10.1.4
    
    nuclear, chemical or biological contamination or sonic boom;10.1.5
    
    fire, explosion or accidental damage;10.1.6
    
    loss at sea;10.1.7
    
    extreme adverse weather conditions.
 10.2
    
    Force Majeure shall not include economic hardship, changes in market conditions,
subcontractors default or delay, breakdown or ordinary wear and tear of equipment, machinery
or parts of either Partys Facility or of the facilities of any of its subcontractors.10.3
    
    If one Partys obligations are suspended pursuant to Article 10.1., the corresponding
obligations of the other Party will be suspended to the same extent save that Article 10.7
below shall prevail.10.4
    
    Any Party that is subject to a Force Majeure Event shall not be in breach of this Agreement
provided that:
 10.4.1
    
    it promptly notifies the other Party in writing of the nature and extent of the Force
Majeure Event causing its failure or delay in performance;10.4.2
    
    it can demonstrate that it could not have avoided the effect of the Force Majeure
Event by taking precautions which, having regard to all the matters known to it before
the Force Majeure Event, it ought reasonably to have taken, but did not; and10.4.3
    
    it can demonstrate that it has used [****] to mitigate the effect
of the Force Majeure Event to carry out its obligations under this Agreement in any way
that is reasonably practicable and to resume the performance of its obligations as
reasonably possible.
 10.5
    
    If the Force Majeure Event prevails for a continuous period of more than [****]months, the
Party that is not receiving the benefit of the Agreement as a result of the applicable Force
Majeure may terminate this Agreement by giving [****]days written notice to the other Party,
in the event that the Force Majeure continues for more than [****]months the Party that
would otherwise have received the benefit of the Agreement may terminate this Agreement by
giving [****]days written notice to the other Party. On the expiry of the [****]day notice
period, this Agreement will terminate. Such termination shall be without prejudice to the
rights of the Parties in respect of any breach of this Agreement occurring prior to such
termination.10.6
    
    The duration of this Agreement shall be automatically extended for the period of any Force
Majeure Event, unless earlier terminated in accordance with Article 8 or Article 10.5.10.7
    
    The payment obligations of the Parties shall not be suspended by a Force Majeure Event.
 11.
    
    CONFIDENTIALITY
 11.1
    
    Each Party undertakes that it shall not at any time during this Agreement and for a period
of [****]years after termination of this Agreement, disclose to any person any Confidential
Information11.2
    
    For the purpose of this Article 11, Confidential Information means any knowledge,
financial data or operating data, trade secrets, experience or know-how, and information of
all kinds in whatever form about technologies, finances and costs, marketing and business
(including but
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not limited to term sheets, notes, analyses, agreements, compilations, studies and
interpretations) and suchlike which is disclosed by or on behalf of the disclosing Party
whether or not the same is marked as Confidential Information including any Confidential
Information that is communicated to the receiving Party orally and not reduced in writing.
Confidential Information shall exclude any information that:
 i.
    
    is or becomes (through no improper action or inaction by the
receiving Party or any affiliate, agent, consultant or employee) generally
available to the public, orii.
    
    was in its possession or known by it prior to receipt from the
disclosing Party, provided the receiving Party complies with restrictions
imposed thereon by third parties, oriii.
    
    was rightfully disclosed to it by a third party without
restriction, provided the receiving Party complies with restrictions imposed
thereon by third parties , oriv.
    
    was independently developed without use of any Confidential
Information of the disclosing Party
 b.
    
    Each Party may disclose any other Partys Confidential Information:
 i.
    
    to its employees, officers, representatives or advisers who
need to know such information for the purposes of carrying out the Partys
obligations under this Agreement. Each Party shall ensure that its employees,
officers, representatives or advisers to whom it discloses the other Partys
Confidential Information comply with this Article 11; andii.
    
    as may be required by law, court order or any governmental or
regulatory authority.
 c.
    
    No Party shall use any other Partys Confidential Information for any purpose other
than to perform its obligations under this Agreement.d.
    
    Notwithstanding the foregoing, Silpro may disclose any information with respect to
this Agreement and its performance to any of Silpros shareholders or affiliates of such
shareholders, provided such information is covered under a confidentiality agreement as
least as restrictive as above.
 12.
    
    NOTICES
 12.1
    
    Any notice or other communication required to be given under this Agreement shall be in
writing and shall be delivered to the Party required to receive the notice or communication
at its address as set out below:
 SilproUsine de Saint Auban,04 600 Saint Auban, France.Attention: Frank Wouters, CEOEvergreen138 Bartlett StreetMarlborough, MA 01752 U.S.A.Richard G. Chleboskior at such other address as the relevant Party may specify by notice in writing to the other
Party.Any notice or other communication sent by e-mail or facsimile must be confirmed by
commercial courier.
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12.2
    
    Any notice or other communication shall be deemed to have been duly given:
 a.
    
    if delivered personally, when left at the address referred to in Article 12;b.
    
    if delivered by commercial courier, on the date of signature of the couriers
receipt;c.
    
    if sent by fax, at the time of transmission;d.
    
    if sent by e-mail, at the time of despatch.
 12.3
    
    If deemed receipt under Article 12.2 is not within business hours (meaning 9.00 am to 5.30
pm Monday to Friday on a day that is not a public holiday in the place of receipt), such
notice or communication shall be deemed received when business next starts in the place of
receipt.
 13.
    
    APPLICABLE LAW AND LANGUAGE
 13.1
    
    This Agreement shall be governed by and construed in accordance with French law.13.2
    
    The language of this Agreement and all correspondence, notices and written communications
shall be English.
 14.
    
    MISCELLANEOUS
 14.1
    
    If any provision of this Agreement should be or become partly or wholly void, the remaining
provisions will continue to apply. The Parties shall agree in good faith to replace the void
provisions or the void part of the provision by a legally valid arrangement, which comes as
close as possible to the commercial meaning and purpose of the void provision or void part of
the provision.14.2
    
    This Agreement constitutes the entire agreement of the Parties with respect to the subject
matter hereof and, except as herein stated and in the instruments and documents to be
executed and delivered pursuant hereto, contains all of the representations, undertakings and
agreements of the Parties. This Agreement supersedes all prior meetings, correspondence, and
negotiations between the Parties. There are no representations, warranties, covenants,
agreements, or collateral understandings, oral or otherwise, expressed or implied, of any
kind between the Parties hereto, respecting the subject matter hereof, except as contained or
referred herein, and neither Party has relied on any statement outside of the written
agreement.14.3
    
    The provisions of Articles 4 (Title & Risk),6 (Liability),8 (Termination),11
(Confidentiality)and 15 (Disputes) shall continue to apply after termination of this
Agreement.
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15.
    
    DISPUTES
 15.1
    
    If any dispute arises out of or in connection with this Agreement, directors or other
senior representatives of the Parties with authority to settle the dispute will, within
30days of a written request from one Party to the other, meet in a good faith effort to
resolve the dispute.15.2
    
    In the event that any dispute arising out of or in connection with Articles 3.1
(Quantities), 3.7 (Specification of the Silicon) of this Agreement is not resolved pursuant
to Article 15.1, the Parties agree to submit the matter to administered expertise proceedings
in accordance with the Rules for Expertise of the International Chamber of Commerce. The
findings of the expert shall be binding upon the Parties.15.3
    
    All disputes arising out of or in connection with this Agreement which are not resolved
pursuant to Article 15.1, or, where applicable, Article 15.2, shall be finally settled under
the Rules of Arbitration of the International Chamber of Commerce (ICC) by three arbitrators
appointed in accordance with the said Rules. The arbitration shall be conducted in English
and the seat shall be Paris.15.4
    
    Unless otherwise expressly agreed in writing by the Parties to the arbitration proceedings:
 a.
    
    the arbitration proceedings shall be conducted in the English language and the
arbitrators shall be fluent in the English language;b.
    
    in addition to the ICC Rules, the Parties agree that the arbitration shall be
conducted according to the IBA Rules of Evidence;c.
    
    the award shall include interest from the date of any breach or violation of this
Agreement as determined by the arbitral tribunal, and from the date of the award until
paid in full.
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IN WITNESS
  /s/ Frank WoutersSIGNEDby
    
    Frank Woutersfor and on behalf ofSILICIUM DE PROVENCE S.A.S/s/ Richard G. ChleboskiSIGNEDby
    
    Richard Chleboskifor and on behalf ofEVERGREEN SOLAR, INC.
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SCHEDULE 1
SILICON SPECIFICATIONS
   Page 17 of 17




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SCHEDULE 2
DELIVERY UNITS AND PACKING OF SILICON
 Silpro to provide
  Page 18 of 17