WHEREAS, the parties wish to formally agree to the suspension of their respective purchase andsale obligations and for payment of overdue invoices on the terms and conditions as set forthherein;     NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein andother good and valuable consideration, to be legally bound, Evergreen and Purchaser agree asfollows:**AGREEMENT**     1. Upon the execution of this Amendment, the obligations of the Purchaser and Evergreen setforth in Sections 3 and 4 of the Supply Agreement, shall be suspended effective January 1, 2010,and until such time as the parties mutually agree in writing to reinstate those provisions, subjectto any changes they may mutually agree to for the obligations contained in these sections; providedthat the aforementioned suspension of Purchaser’s obligations shall only continue as long asPurchaser complies with all of the payment obligations under the Supply Agreement as modified byany payment accommodations granted to Purchaser by Evergreen pursuant to Section 4 and Section 5below.     2. The Parties agree that as of March 25, 2010, Purchaser has already reduced the sum ofoverdue Product Payments by Euro 325,000.     3. As further payment in full of the Product Payments, Purchaser agrees to make all of thefollowing payments on the following dates to Evergreen by wire transfer per the wire instructionsset forth in Exhibit B or to another account as later directed by Evergreen in writing:     a.A payment of Euro 1,600,000 on or before March 26, 2010 (the “Initial Payment”);     b.Weekly payments of Euro 130,000 (“Weekly Payments”), due on or before Fridaymorning each week commencing on April 2, 2010 and continuing until the Product Payments are made infull; and     c.A payment of the “gross cash flow” (as defined below) from each project that is largerthan 500kW and is completed by the Purchaser or a Purchaser subsidiary, but in no casewill it be an amount in excess of the unpaid Product Payments at the time of paymentplus interest on all of the Product Payments (which is being deferred pursuant toSection 6), with these payments becoming due on the day the final payments are made bythe Purchaser’s client.  For projects completed by a Purchaser subsidiary that is not 100%owned by Purchaser, the payment of “gross cash flow” shall be proportionally decreasedto the extent that Purchaser is not entitled to receive such amounts from such subsidiary.“Gross cash flow” is defined as the sales price of a project minus the direct cost ofmaterials, subcontractors and third party services procured for the project minus anydeposits required for warranty bonds.     d. A final payment of any then remaining Product Payment amounts and interest thereonin accordance with Section 5 shall be paid on or before October31, 2010.     4. Payments will be deemed to have been made on the date that the Purchaser has irrevocablyordered the immediate transfer of funds to Evergreen’s account at which time Purchaser shallprovide Evergreen with notice of the transfer ordered and applicable tracking information.     5. Purchaser agrees to pay any unpaid interest on payments due for Products purchased byPurchaser under the Supply Agreement at any time (with the payment amounts at any given time beingdetermined net of any credit memos issued by Evergreen or invoices properly delivered to Evergreenby Purchaser). Evergreen acknowledges that Purchaser has questioned the calculation of interest byEvergreen under the Supply Agreement and Evergreen agrees that it will revisit any unpaid interestinvoices it has provided to date and issue corrected
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invoices or credit notes as appropriate to correct any charges that were not properlycalculated in accordance with the Supply Agreement. Any dispute regarding the calculation ofinterest or invoices issued by Ralos to Evergreen will be resolved by mutual agreement between theparties if possible. Purchaser will endeavor to and expects to make a final payment in theremaining amount of any then outstanding Product Payment amounts onor before July 23, 2010 as set forthin the payment schedule provided to Evergreen by Purchaser. If the final payment of the ProductPayments and interest is not made on or before July 23, 2010, interest on any then outstanding ProductPayment amounts shall accrue interest at an annualized rate of 23% compounded monthly, insteadof the existing annualized rate of 18%. In all cases, if the applicable interest per the foregoingsentence would exceed the maximum interest allowed by law, the actual interest rate charged shallbe the maximum allowed by law.     6. Interest due on the Product Payments and payments for any other Products purchased byPurchaser shall accrue as agreed in the Supply Agreement but shall be due and payable on the sameday as the last payment of the Product Payments pursuant to Section 3.b. or Section 3.c., as thecase may be, or upon Purchasers failure to comply with the terms of this Agreement as modified bythis Amendment.     7. Purchaser may make additional payments at any time.     8. Ifby April 30, 2010 Purchaser has paid to Evergreen (as demonstrated by written confirmation fromthe bank wiring such payments) Euro 8,825,000 (inclusive of all payments made pursuant to Sections 2, 3 and7), Evergreen agrees that Purchaser will have no further payment obligations for the ProductPayments and all interest amounts payable thereon shall be irrevocably waived.     9. Evergreen shall be granted reasonable access to the books and records of Purchaser (duringnormal business hours and after reasonable notice to Purchaser) to ensure that payments are beingmade in accordance with the terms of Section 3.c. and to generally assure Evergreen of Purchaser’sfinancial status. In addition, Ralos will provide Evergreen with weekly updates regarding thestatus of installations, project sales and cash flow and liquidity in a form the parties reasonablyagree.     10. Pending the suspension of obligations pursuant to Section 1 above, the parties may agreeto the purchase and sale of additional Product under the Supply Agreement, but the price, order andfulfillment terms of any such purchases shall be determined based on written purchase orders andorder confirmations associated with any such purchases. In the event of any such purchases, theother terms for such purchases not specified in the purchase orders or order confirmations shall bebased on the terms set forth in the sections of the Supply Agreement other than Sections 3 and 4.     11. In connection with this Amendment to the Supply Agreement, Purchaser agrees to provideEvergreen with payment security for Purchaser’s payment obligations in the form of (a) a guaranteefrom Purchaser’s parent company, Ralos New Energies AG and (b) assignments of receivables, chattelmortgages and guarantees in an amount sufficient to secure the payments due from Purchaser toEvergreen. Evergreen understands that its interests in receivables will be and personal propertymay be subordinate to the interests of commercial lending institutions
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presentlynegotiating security interests with Purchaser in connection with commercial bankingrelationships. Such assignments, chattel mortgages and guarantees shall be provided or made toEvergreen on commercially standard terms and conditions within no more than two weeks following theconsummation of Purchaser’s new commercial banking arrangements.     12. Purchaser and Evergreen agree to endeavor to work together in good faith so that up to9.8 MWp of the Products might be purchased by Purchaser or an affiliate pursuant to the Agreementfor use in the solar power project know as “Project Eralos” to be constructed in Sicily,Italy by Purchaser, an affiliate of the Purchaser or a third party. The additional detailsregarding the ordering and delivery of the Products for Project Eralos will be determined in good faith bythe parties. Evergreen acknowledges that Purchaser’s ability touse the Product for this Project iscontingent on a number of factors, including the financing terms. The parties will endeavor todetermine other projects that may benefit from the combination of Ralos’s expertise and Evergreen’sindustry leading products.     13. The Supply Agreement, as modified by this Amendment, contains the entire understanding ofthe parties with respect to the subject matter thereof and hereof and supersedes all prioragreements relating thereto, written or oral, between the parties. Except as and to the extentexpressly modified by this Amendment, the rights and obligations of Evergreen and Purchaser setforth in the Supply Agreement and the schedules thereto shall remain in full force and effect inall respects. In the event of a conflict or inconsistency between this Amendment and SupplyAgreement and the schedules thereto and exhibits hereo, the provisions of this Amendment shallgovern. In the event that Purchaser fails to comply with the payment terms of the Supply Agreementas modified by this Amendment, the payment terms of the Supply Agreement shall revert to thepayments terms as in effect prior to the execution of this Amendment.     14. Evergreen agrees that as long as Purchaser continues to make payments in accordance withthis Amendment and as long as Purchaser meets its payment obligations for any other sales ofProduct agreed to after the date of this Amendment, Evergreen will refrain from asserting anyclaims for breaches or defaults by Purchaser which occurred prior to the date hereof under theAgreement. Purchaser agrees and acknowledges that it presently has no claims against Evergreen forany breach or default under the Agreement.     15. This Amendment may be executed in several counterparts, each of which shall constitute anoriginal and all of which, when taken together, shall constitute one agreement.[signatures next page]
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     IN WITNESS WHEREOF, the undersigned duly authorized representatives of Evergreen and Purchaserhave executed this Amendment as of the date first referenced above.           **EVERGREEN SOLAR, INC.**   **RALOS NEW ENERGIES AG**             By: /s/ Scott J. Gish   By: /s/ Heinrich Dauscher     Print Name: Scott J. Gish      Print Name: Heinrich Dauscher    Title: Vice President     Title: CTO                   By: /s/ A. Klein                     Print Name: A. Klein          Title: CEO  
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**EXHIBIT A****Invoice List**        **Doc Nbr** **Posting Date** **Due Date** **EuroAmt in Doc** 14002582 11/3/2009 11/3/2009 2,571.89 14002653 11/30/2009 11/30/2009 3,820.95 90004742 8/31/2008 10/30/2008 (150.00)90006094 6/24/2009 8/23/2009 (436.97)90006192 7/7/2009 9/5/2009 (1,530.90)90006471 9/1/2009 10/31/2009 (614.93)90006506 9/3/2009 11/2/2009 (418.20)90006687 9/14/2009 11/13/2009 (485.85)90006825 10/12/2009 12/11/2009 (528.90)90006852 10/20/2009 12/19/2009 (518.65)90006860 10/20/2009 12/19/2009 140,998.20 90006861 10/20/2009 12/19/2009 138,768.00 90006862 10/20/2009 12/19/2009 139,263.60 90006863 10/20/2009 12/19/2009 129,617.60 90006874 10/21/2009 12/20/2009 140,007.00 90006875 10/21/2009 12/20/2009 129,617.60 90006876 10/21/2009 12/20/2009 140,502.60 90006890 10/22/2009 12/21/2009 130,530.40 90006919 10/28/2009 12/27/2009 130,074.00 90006936 10/30/2009 12/29/2009 139,759.20 90006937 10/30/2009 12/29/2009 139,759.20 90006983 11/5/2009 1/4/2010 140,502.60 90006985 11/5/2009 1/4/2010 139,759.20 90006986 11/5/2009 1/4/2010 142,237.20 90006987 11/5/2009 1/4/2010 129,617.60 90006989 11/5/2009 1/4/2010 130,302.20 90006996 11/6/2009 1/5/2010 142,237.20 90006997 11/6/2009 1/5/2010 142,237.20 90007005 11/9/2009 1/8/2010 144,219.60 90007006 11/9/2009 1/8/2010 130,302.20 90007017 11/9/2009 1/8/2010 145,706.40 90007018 11/10/2009 1/9/2010 142,237.20 90007019 11/10/2009 1/9/2010 142,237.20 90007020 11/10/2009 1/9/2010 142,237.20 90007021 11/10/2009 1/9/2010 142,237.20 90007022 11/10/2009 1/9/2010 142,237.20 90007023 11/10/2009 1/9/2010 142,237.20 90007024 11/10/2009 1/9/2010 129,161.20 90007034 11/11/2009 1/10/2010 139,511.40 90007035 11/11/2009 1/10/2010 138,768.00 90007036 11/11/2009 1/10/2010 138,768.00 90007037 11/11/2009 1/10/2010 138,768.00 90007041 11/12/2009 1/11/2010 138,768.00 90007042 11/12/2009 1/11/2010 138,768.00 90007043 11/12/2009 1/11/2010 142,237.20 90007044 11/12/2009 1/11/2010 142,237.20 90007052 11/13/2009 1/12/2010 129,845.80 90007053 11/13/2009 1/12/2010 140,502.60 90007054 11/13/2009 1/12/2010 138,768.00 90007055 11/13/2009 1/12/2010 142,237.20 90007056 11/13/2009 1/12/2010 141,493.80 90007057 11/13/2009 1/12/2010 130,074.00 90007181 12/9/2009 2/7/2010 (446.90)90007200 12/11/2009 2/9/2010 (436.00)90007217 12/14/2009 2/12/2010 129,024.00 90007218 12/14/2009 2/12/2010 129,024.00 90007219 12/14/2009 2/12/2010 129,024.00 90007220 12/14/2009 2/12/2010 129,024.00 90007221 12/14/2009 2/12/2010 128,576.00 90007222 12/14/2009 2/12/2010 129,024.00 90007223 12/14/2009 2/12/2010 129,024.00 90007224 12/14/2009 2/12/2010 129,024.00 90007225 12/14/2009 2/12/2010 129,024.00 90007226 12/14/2009 2/12/2010 129,024.00 90007227 12/14/2009 2/12/2010 129,024.00 90007245 12/16/2009 2/14/2010 128,576.00 90007246 12/16/2009 2/14/2010 128,576.00 90007247 12/16/2009 2/14/2010 128,576.00 90007248 12/16/2009 2/14/2010 128,800.00 90007249 12/16/2009 2/14/2010 128,576.00 90007250 12/16/2009 2/14/2010 127,456.00 90007251 12/16/2009 2/14/2010 127,456.00 90007252 12/16/2009 2/14/2010 127,456.00 90007253 12/16/2009 2/14/2010 128,576.00 90007254 12/16/2009 2/14/2010 128,576.00 90007255 12/16/2009 2/14/2010 129,248.00 90007258 12/17/2009 2/15/2010 129,248.00 90007259 12/17/2009 2/15/2010 129,248.00 90007260 12/17/2009 2/15/2010 129,248.00 90007261 12/17/2009 2/15/2010 129,024.00 90007262 12/17/2009 2/15/2010 129,024.00 90007263 12/17/2009 2/15/2010 129,024.00 90007264 12/17/2009 2/15/2010 129,024.00 90007265 12/17/2009 2/15/2010 129,024.00 90007266 12/17/2009 2/15/2010 129,024.00 90007267 12/17/2009 2/15/2010 129,024.00 90007273 12/18/2009 2/16/2010 129,472.00 90007274 12/18/2009 2/16/2010 128,576.00 90007411 1/12/2010 3/13/2010 (5,811.75)90007595 2/1/2010 4/2/2010 (1,320.00)90007539 2/5/2010 4/6/2010 (160.00)90007689 3/2/2010 5/1/2010 (354.00)90007697 3/8/2010 5/7/2010 (354.00)1077240 11/9/2009 11/9/2009 (1,254.42)Total     10,180,569.77 
 

 
**EXHIBIT B****Wire Instructions**Anglo Irish Bank Ltd