landscape, construct landscaping features and permanently maintain the landscaping on theLandlord Premises, which 2008 Easement Agreement was recorded with the Registry in Book 42879, Page220; and     WHEREAS, the parties hereto have also agreed to amend certain provisions in the Ground Leaseas more particularly described herein.***AGREEMENTS:***     NOW, THEREFORE, in consideration of the mutual promises contained herein and other goodand valuable consideration, the receipt and sufficiency of which are hereby acknowledged, theparties hereto agree as follows:     1. Temporary Access Easement. The Army, the EPA, and the Commonwealth ofMassachusetts, and their respective agents, employees, and contractors, are required to have accessto and over the Premises as may be necessary to gain access for personnel, vehicles and equipmentto the area lying easterly of the Premises shown on the Level I Plan as Lease Parcel A6A (the“Lease Parcel A6A”). Accordingly, Landlord hereby reserves to itself and all personsclaiming by, through or under the Landlord, including the Massachusetts Department of EnvironmentalProtection, the Environmental Protection Agency and the Department of the Army and their agents andemployees, a temporary and non-exclusive right and easement in, through, over, under and across thearea shown on the Level I Plan as the “Temporary Access Easement”, containing 24,760 square feetaccording to the Level I Plan, for purposes of vehicular and pedestrian access to Lease Parcel A6A(the “Temporary Access Easement Area”). The Landlord and all persons claiming by, throughand under the Landlord as aforesaid shall have the right in common with others to use the TemporaryAccess Easement Area for all purposes for which private commercial driveways are commonly used,including, without limitation, for purposes of pedestrian and vehicular access over the Premises toLease Parcel A6A.     Evergreen had requested as set forth in the 2008 Easement Agreement to relocate theTemporary Access Easement. The parties acknowledge that the provisions of Section 4 of the 2008Easement Agreement are no longer applicable as there is no longer a need for said relocation.     2. Utility Easement. The Landlord hereby reserves to itself and all personsclaiming by, through or under the Landlord, a perpetual and non-exclusive right and easement, in,through, over, under and across the area on the Premises in the north corner thereof shown on theLevel I Plan as containing 12,465 square feet and designated on the Level I Plan as “UtilityEasement” (the “Utility Easement Area”), with pedestrian and vehicular access thereto: (i)for the purpose of installing, using, maintaining, repairing, replacing, upgrading and removing anyaboveground or underground utility lines, existing or to be installed in the future, within theUtility Easement AREA, and (ii) for the purpose of installing, maintaining, repairing, replacing,upgrading, removing and using adjacent utility lines, mains and related equipment, including thenecessary conduits, located in the Barnum Road Right of Way (collectively, “UtilityEquipment”). Such Utility Equipment shall remain the property of the Landlord. The easementrights over the Utility Easement Area described in this Section 2 shall be referred to herein asthe “Utility Easement.”     3. Drainage Easements. The Landlord hereby reserves to itself and all personsclaiming by, through or under the Landlord, including the Massachusetts Department of EnvironmentalProtection, the Environmental Protection Agency and the Department of the Army and their agents andemployees, a perpetual and non-exclusive right and easement, in, through, over, under and across(a) the area on the
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Premises along the northerly boundary thereof, shown on the Level I Plan as containing 8,238square feet and designated on the Level I Plan as “Drainage Easement” (the “North DrainageEasement Area”), and (b) the area on the Premises running parallel to the southerly boundarythereof, shown on the Level I Plan as containing 26,118 square feet and designated on the Level IPlan as “Utility Easement” (the “South Drainage Easement Area”; the North Drainage EasementArea and the South Drainage Easement Area are together referred to herein as the “DrainageEasement Areas”), with pedestrian and vehicular access to the Drainage Easement Areas: (i) forthe purpose of installing, using, maintaining, repairing, replacing, upgrading and removing anyunderground stormwater pipes within the Drainage Easement Areas (collectively, the “DrainageEquipment”), and (ii) for the purpose of stormwater drainage through the Premises for thebenefit of the Landlord and other landowners within Devens. The easement rights over the DrainageEasement Areas described in this Section 3 shall be referred to herein as the “Drainage Easements.”     4. Open Space Easement. The Landlord hereby reserves to itself and all personsclaiming by, through and under the Landlord, and the Tenant takes the Premises subject to, an OpenSpace Easement along the easterly boundary of the Premises, shown on the Level I Plan as containing28,000 square feet and designated on the Level I Plan as “Open Space Easement” (the “Open SpaceEasement Area”). The Landlord reserves the right to locate, construct, maintain, repair andreplace trails, bicycle paths, roads, fitness trails and other similar improvements to promote theuse of the Open Space Easement Area for transportation and recreational purposes by the generalpublic. The Tenant shall have no obligation to improve, maintain, repair or replace any itemsplaced within the Open Space Easement by the Landlord or its successors or assigns. The Tenant maymake only non-structural improvements within the Open Space Easement Area such as landscaping orgrading (with prior approval of the Landlord), provided that such improvements do not, in thereasonable opinion of the Landlord, materially impair the use of the Open Space Easement Area bythe Landlord and all persons claiming by, through and under the Landlord and others.     5. Definition of “Easements” and “Easement Areas”. The Utility Easement, the DrainageEasements and the Open Space Easement are collectively referred to herein as the “Easements” andthe Utility Easement Area, the Drainage Easement Areas and the Open Space Easement Area arecollectively referred to herein as the “Easement Areas”.     6. Reservation of Rights. Nothing in this Amendment shall be construed to limit,alter or terminate the Landlord’s rights to Reserved Easements as defined and described in Section9 of Schedule 1.1 of the Ground Lease.     7. Conduct of Work. The Landlord shall perform its work (or cause such work to beperformed) in the Easement Areas in a prudent and safe manner. The Landlord further agrees toperform such work (or cause such work to be performed) in a good and workmanlike manner at its solecost and expense and not to cause or suffer any lien for non-payment of services or materials to beasserted or placed on the Premises. The Landlord shall bear all cost and expense related to theinstallation, maintenance, repair, and/or upgrade of the Utility Equipment and the DrainageEquipment. Notwithstanding the foregoing sentence, Tenant shall be responsible for all costs andexpenses related to its connection to the Utility Equipment, Drainage Equipment and/or any otherunderground utility and drainage services.     8. No Structures. Tenant and the Landlord agree that the rights contained herein aredesigned to afford continuous and unobstructed use of the Easement Areas. Tenant and the Landlordagree that no structure will be erected on the Easement Areas. Notwithstanding anything to thecontrary set forth in this Section 8, pavement, landscaping (except trees) and utilities may beplaced, replaced, installed, moved, expanded and maintained (it being agreed by the parties heretothat all of such utilities
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shall be below grade) within such Easement Areas, it being further agreed that the exercise ofany rights hereunder and the performance of any necessary work in connection therewith shall bedone in a manner so as not to materially interfere with the reserved easement rights of theLandlord as set forth herein and so as not to interfere materially with the conduct of business ofTenant.     9. Excavation Restoration Obligations. Tenant and the Landlord agree that if inconnection with the Landlord’s exercise of its rights set forth in this Amendment, any excavationsare made in the Easement Areas, the Landlord shall be obligated to forthwith substantially restorethe Easement Areas to their prior improved condition.     10. Indemnification. To the fullest extent permitted by law, the Landlord shallprotect, defend, indemnify, and save harmless Tenant, its agents, contractors, employees,customers, servants, licensees, invitees, mortgagees, assignees, tenants, or occupants (the“Tenant Indemnitees”) from and against all liabilities, obligations, damages, penalties,claims, causes of action, costs, charges and expenses, including, without limitation, allreasonable attorney’s fees and expenses, which may be imposed upon or incurred by or assertedagainst the Tenant Indemnitees as a result of or arising out of any negligent act or willfulmisconduct on the part of the Landlord or any of its agents, contractors, or employees with respectto the Easements. To the fullest extent permitted by law, Tenant shall protect, defend, indemnify,and save harmless the Landlord, its agents, contractors, employees, servants, invitees, mortgagees,assignees, licensees, customers, tenants or occupants (the “Landlord Indemnitees”) from andagainst all liabilities, obligations, damages, penalties, claims, causes of action, costs, chargesand expenses, including, without limitation, all reasonable attorney’s fees and expenses ofemployees, which may be imposed upon or incurred by or asserted against the Landlord Indemnitees asa result of or arising out of any negligent act or willful misconduct by Tenant, or anyone claimingby or through Tenant, including its agents, contractors, or employees with respect to theEasements.     11. Maintenance Obligations. Landlord shall be responsible for the maintenance andupkeep, and all costs and expenses related thereto, of the Easement Areas.     12. Trail Relocation to Army Road. The Landlord and the Tenant acknowledge and agreethat the trail system relocation required by the Unified Permit has been completed.     13. Amendment to Permitted Encumbrance Schedule. Schedule 1.1 of the Ground Leasecontains a list of Permitted Encumbrances (as defined in the Ground Lease) which is hereby amendedby substituting therefor the Amended Schedule 1.1 attached hereto.     14. Acknowledgement of Compliance with Condition No. 22 of the Unified Permit. TheLandlord hereby acknowledges that, as between the Landlord and the Tenant, the execution anddelivery of this Amendment and the 2008 Easement Agreement together satisfy the requirements ofCondition No. 22 of the Evergreen Solar Unified Permit dated August 14, 2007, on file with theDevens Enterprise Commission (the “Unified Permit”).     15. Evergreen Solar Phase II Unified Permit. Evergreen Solar received a Phase IIUnified Permit dated April 3, 2008 (the “Phase II Unified Permit”). The definition of“Unified Permit” as contained in Section 2.1 of the Ground Lease is hereby amended to includereference to the Phase II Unified Permit in addition to the Unified Permit dated August 14, 2007,for all purposes under the Ground Lease.
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     16. Amendment to Section 8.6, Section 9.2 and Section 9.4(c) of the Ground Lease.          (i) Section 8.6 of the Ground Lease entitled Monitoring Wells and Access Theretorefers to two monitoring wells located on the Premises; this reference is hereby corrected toreflect that the monitoring wells located on the Premises are 57M-96-09X and G3M-92-02X. There isan additional monitoring well designated as G3M-93-09X on the Level I Plan which is not located onthe Premises but is included by reference in the Reserved Easements in Section 8.6 as access isrequired over the Premises to the monitoring well G3M-93-09X, all of which shall be subject to theprovisions of Section 8.6 of the Ground Lease.          (ii) Section 9.2 of the Ground Lease entitled Notice of Mortgagee is hereby modifiedto correct the reference to Section 9.1(a) — (e) to Section 9.1(a) — (d) as there is no Section9.1(e).          (iii) Section 9.4(c) of the Ground Lease entitled Leasehold Mortgagee’s Right to PreventTermination/Exercise Purchase Option is hereby modified by deleting Section 9.4(c) andreplacing it with the following:   Section 9.4(c) Leasehold Mortgagee’s Right to Prevent Termination/ExercisePurchase Option. Upon the occurrence of any Event of Default, and subject tothe Leasehold Mortgagee’s obligation to perform the obligations provided belowarising from time to time as they become due during the Forbearance Period (ashereafter defined), the Landlord shall take no action to effect a termination ofthis Lease without first giving to the Leasehold Mortgagee written notice thereofand a reasonable time thereafter, such reasonable time to be determined by theLandlord in its reasonable discretion, and in any event such reasonable time not toexceed six (6) months (such reasonable time being referred to in this Lease as the“Forbearance Period”), within which either (i) to obtain possession of thePremises (including possession by a receiver) or (ii) to institute, prosecute andcomplete foreclosure proceedings or otherwise acquire and assume the Tenant’sinterest under this Lease with diligence. During the Forebearance Period and as acondition thereof, a Leasehold Mortgagee shall be required to comply with theobligations of the Tenant to maintain the Premises in compliance with Laws and tomake and keep the Premises safe and buildable**,**and with respect to the LeaseholdMortgagee’s obligation to make and keep the Premises safe and buildable, theLeasehold Mortgagee shall be required to take all reasonable measures to make thePremises safe within sixty (60) days of receipt of notice from the Landlord that anEvent of Default has occurred.    If the Leasehold Mortgagee elects not to take such measures to make the Premisessafe within sixty (60) days of receipt of notice from the Landlord after an Event ofDefault by notifying the Landlord within said sixty (60) day period, then theForebearance Period shall end and the Landlord shall have the right to exercise itsrights under the Lease without regard to any Forebearance Period.     17. Filing of First Amended and Restated Memorandum of Lease. Both the Landlord andthe Tenant consent to the filing of a First Amended and Restated Memorandum of Lease with respectto this Lease with the Registry of Deeds, substantially in the form of **Exhibit A**(the “AmendedMemorandum of Lease”).     18. Notices. All notices required or permitted to be given hereunder shall be inwriting and delivered by hand, by recognized national overnight courier service, or mailed postageprepaid, by registered or certified mail to the address set forth below, or in the case of eitherparty to such other address as shall be designated by written notice given to the other party:
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       If to Landlord: MassDevelopment    33 Andrews Parkway    Devens, Massachusetts 01434    Attn: Victor Normand       With a copy to: MassDevelopment    160 Federal Street, 7th Floor    Boston, Massachusetts 02110    Attn: General Counsel       If to Tenant: Evergreen Solar, Inc.    138 Bartlett Street    Marlborough, Massachusetts 01752    Attn: Carl Stegerwald       With a copy to: Evergreen Solar, Inc.    138 Bartlett Street    Marlborough, Massachusetts 01752    Attn: General Counsel     Any such notice shall be deemed given when so delivered by hand or one (1) day after when sentby overnight courier service or two (2) days after when mailed by the U.S. Postal Service. Noticesgiven by either party may be given by the attorney for such party without the signature of suchparty.     19. Construction. This Amendment shall be construed and enforced in accordance withthe laws of the Commonwealth of Massachusetts, and for the breach of which any party shall have alllegal remedies allowed or provided under such laws. Any determination of invalidity orunenforceability of any provision of this Amendment shall not affect the validity or enforceabilityof the remaining provisions of this Amendment.     20. Counterparts. This Amendment may be executed in any number of counterparts, eachof which shall be deemed an original, but all of which together shall constitute one and the sameinstrument, and may not be changed or modified except as agreed in a writing signed by each of theparties.     21. Headings. The headings contained in this Amendment are used for convenience onlyand do not impart any meaning by themselves.     22. Successors and Assigns. Except as otherwise set forth herein, this Amendment andthe rights contained herein, including any and all changes or modifications that may be made, shallbe binding upon and inure to the benefit of, the parties and their respective heirs, successors andassigns and nothing contained herein shall be deemed or construed as a waiver or modification ofany other or greater right contained in the Ground Lease.     23. Further Action. Each party hereby agrees that it shall execute and deliver anyand all assurances of law and other instruments, and take any and all action, which any other partyhereto deems necessary or desirable to carry out any term or provision of this Amendment or tocontinue this Amendment in full force and effect for the term hereof.     24. Nature of Agreement. Nothing contained in this Amendment shall be construed tomake the parties hereto partners or joint venturers, or to render any party hereto liable for thedebts or obligations of any other party hereto.
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     25. Authority to Enter into Agreement. The parties represent and warrant to eachother that they have been duly authorized to enter into the transactions contemplated herein, andthat the individual(s) signing this Amendment are duly authorized to bind their respectiveorganizations.[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY — SIGNATURES APPEAR ON FOLLOWING PAGE.]
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Executed under seal as of the date first set forth above.      LANDLORD: