Exhibit 10.2
  [Sovello AG Letterhead]
 [Note: This exhibit filing is a translation of the original German language version letter
agreement]
 
  Waiver to suspend the endowment of the debt servicing account according to the Syndicated Loan
Agreement dated 30.04.2007 in the Edition of Addendum Nr. 1 date 22.05.2007 and Addendum Nr. 2
dated 01.09.2007 (Loan Agreement) dated 01.01.2009 until 30.06.2009 as well as suspending of all
amortization payments until 30.06.2009 under the Loan Agreement before and including 31.03.2009.
  Appendix 1 Appendix 2 Appendix 3
 1.
    
    The Banks suspend the obligation Sovello AG to endow the debt servicing account (EUR 25
mil) per 01.01.2009 until 30.06.2009, without waiving the rights resulting from the
violation of this contractual obligation.2.
    
    The banks defer all repayments under the Loan Agreement up to and including 31.03.2009
until 30.06.2009, without waiving the rights resulting from the violation of this
contractual obligation.3.
    
    The banks prolong until 30.06.2009 the interest fixings payable until 30.06.2009 with
same-day fixing. The margin is increased to 300bps until the
completion of the financing negotiations.




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a)
    
    Sovello AG will appoint an external consultant to compile of a continuation report. .
The extent of the report will be quantified in a separate scope of work. The consultant
shall be mandated as a previously noninvolved, neutral third party, meaning that the
current auditor of Sovello AG, Deloitte & Touche GmbH may not be considered. In the
meantime we have commissioned PwC Price Waterhouse Coopers AG chartered accountants
(following PwC) with the compilation of a continuation report.b)
    
    Contribution of a Shareholder Loan for the amount of EUR 15 mil until 03.04.2009 on the
current account of Sovello AG with Deutsche Bank AG or HypoVereinsbank AG with the purpose
of securing the liquidity of Sovello AG. In the meantime the Shareholder Loan has been paid
in.c)
    
    Pledge of Shareholder Guarantees for the amount of EUR 10 mil respectively by each
Shareholder (= EUR 30 mil) until April 15, 2009 by Evergreen and Q-Cells and until April
30, 2009 Q-Cells pledges to provide a further guarantee for the amount of EUR 10 mil on the
deferring condition that REC has not taken over the Shareholder guarantee demanded by the
banks as of April 30, 2009.d)
    
    Repayment of Prepayments for the amount of USD 10 mil (approx. EUR 7.7 m) by REC until
April 30, 2009. In the event that this payment by REC Solar Grade Silicon LLC or the parent
company, REC ASA, has not been effected by April 30, 2009, Q-Cells pledges to cover a
resulting liquidity requirement of Sovello in the scope of the obligation entered into by
Q-Cells under point (e). A Statement of Obligation that corresponds to the preceding
sentence in verbatim must be presented by April 15, 2009.e)
    
    Securing of liquidity. The Shareholders pledge to satisfy arising liquidity
requirements in as far as these are not caused by amortization payments to the Banks or are
based on such a cause, until restructuring of the Syndicated
Loan is complete at latest by August 15, 2009 unless the Banks release the shareholders from
this obligation. A Statement of Obligation that corresponds to the preceding sentence in
verbatim must be presented by April 15, 2009. If a positive continuation forecast can be
derived from the continuation report PwC has been commissioned to compile and the
restructuring of the financing presumably will not be completed by June 30, 2009, the
deferral of payable amortizations and a prolongation of the amortization amounts extending
beyond June 30, 2009 must be evaluated within sufficient time whether such can be declared
by the banks.




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f)
    
    Monthly submission of income statements until 14 days after end of the previous month
(including future plan and comparisons to the previous year) as well as a weekly updated
liquidity preview (planning period 6 months, where the first month is always to be
displayed on a weekly level).
  Key Financial Figures 31.12.2008 (Article 15 (1) Loan Agreement)
  Key Financial Figures 31.03.2009 und 30.06.2009 (Article 15 (1) Loan Agreement)
  Non-endowment of the debt service reserve account
  Utilization of production capacity (Article 16 (19) Loan Agreement)
  Violation of the business plan and resulting substantial disadvantages (Article 17 (0) Loan
Agreement)
   Appendix 1 Appendix 2 Appendix 3




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SincerelyChristian Langen
    
    Dr. Ingolf WeiseCSO
    
    Prokurist / Finanzdirektor
   Q-Cells SEREC ASAEvergreen Inc