**3.** **Amendment to Section 5.2.**Section 5.2 of the Original Agreement is hereby amended by deletingsuch section in its entirety and replacing it with the following: 5.2 Within fifteen (15) Business days after the Effective Date, ESLR shallprovide NITOL a deposit of Ten Million U.S. Dollars ($10,000,000) with a furtherdeposit payment of Five Million U.S. Dollars ($5,000,000) within 15 days of the [****](together the “Deposit”) as advance payment for Products to be delivered under thisAgreement. The Deposit shall be divided by the minimum volume of Product to be shippedand accepted in any given Year such that the Deposit is credited as payment forshipments according to the table below:                       **Credit per****Year** **Deposit Credited** **Minimum Volume** **Kilogram**2009 $[****]   [****]  $[****] 2010 $[****]   [****]  $[****] 2011 $[****]   [****]  $[****] 2012 $[****]   [****]  $[****] 2013 $[****]   [****]  $[****] 2014 $[****]   [****]  $[****]        Total $[****]   [****]  $[****]        The total dollar value shall be credited each Year and shall be applied ratably to the firstquantity of Product shipped and accepted up to the minimum volume in any Year. If for any reasonthe minimum volume is not shipped and accepted the credit will be applied, in addition to thecredit outlined above for the subsequent Year, to the first volumes shipped in the following Year.In all cases the total credit to be provided shall equal $15,000,000. **4.** **Amendment to Appendix I.**Appendix I to the Original Agreement is hereby amending by deletingsuch appendix in its entirety and replacing it with Appendix 1 attached hereto.  **5.** **Definitions.**All terms used, but not defined, in this First Amendment shall have therespective meanings set forth in the Original Agreement.  **6.** **Headings; Interpretation.**The section headings in this First Amendment are inserted forconvenience only and shall not affect in any way the meaning or interpretation of this FirstAmendment. The Parties hereby acknowledge and agree that this First Amendment has beenprepared jointly and no rule of strict construction shall be applied against either Party. Inthis First Amendment, the singular shall include the plural and vice versa and the word“including” shall be deemed to be followed by the phrase “without limitation”. The terms“herein” and “hereunder” and similar terms shall be interpreted to refer to this entire FirstAmendment.
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 **7.** **Effective Date of Amendment; Incorporation of Terms; Continuing Effect.**This First Amendmentshall be deemed effective for all purposes as of the Signing Date of this First Amendment. Allof the amended provisions set forth in this First Amendment shall be deemed to be incorporatedin. and made a part of, the Original Agreement, and the Original Agreement, as amended by thisFirst Amendment shall be read, taken and construed as one and the same agreement. Except asmodified or supplemented herein the Original Agreement shall remain in full force and effectas set forth therein. Upon execution of this First Amendment the Parties each herebyirrevocably and unconditionally agree to release and forever discharge the other Parties,including all of the other Parties’ affiliates, predecessors, successors, assigns orsubsidiaries, or any of their directors, supervisors, officers or employees, from any and allliabilities and obligations of any nature, whether past. present, future or contingent,whether due or incurred, known or unknown, including without limitation all claims, debts,demands, causes of action, duties, sums of money, covenants, contracts, controversies.agreements, promises, doings, omissions, damages, judgments, costs, expenses and lossesarising out of and/or in connection with or related to the Original Agreement, it being theintention of all the Parties that the Original Agreement as amended by this First Amendmentshall operate as a full and final settlement of all past, current and future liabilitywhatsoever between all the Parties arising out of and/or in connection with the OriginalAgreement.  **8.** **Counterparts.**This First Amendment is executed in the English simultaneously in two identicaloriginal counterparts, each of which shall be deemed an original. but all of which togethershall constitute one and the same instrument. Both counterparts have equal force and validity.[signatures next page]
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IN WITNESS WHEREOF, the Parties, intending to be bound, have caused this Amendment to be executedon their behalf by their duly authorized representative as of the day and year first above written.      ESLR: NITOL:      EVERGREEN SOLAR, INC. SOLARICOS TRADING, LTD.         By:   /s/ Richard G. Chleboski By:   /s/ Khomchenko Evgenia   Name: Richard G. Chleboski  Name: Khomchenko Evgenia   Title: Vice President  Title: Director   Authorized Signatory  Authorized Signatory  
 

 
Appendix I**Pricing Schedule**                               **2009** **2010** **2011** **2012** **2013** **2014** **TOTALS**Fixed Price, $ $[****]  $[****]  $[****]  $[****]  $[****]  $[****]     Fixed Price Volume, MT  [****]   [****]   [****]   [****]   [****]   [****]   [****] Prepayment Return, M$ $[****]  $[****]  $[****]  $[****]  $[****]  $[****]  $[****] Variable Max Price, $         $[****]  $[****]  $[****]  $[****]     Variable Min Price, $         $[****]  $[****]  $[****]  $[****]     Variable Price volumes, MT          [****]   [****]   [****]   [****]   [****]                Total Volumes, MT  [****]   [****]   [****]   [****]   [****]   [****]   [****]                [****]