exv10w1






Exhibit 10.1



CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been omitted pursuant to a
request for confidential treatment and, where applicable, have been marked with an asterisk
(“[****]”) to denote where omissions have been made. The confidential material has been filed
separately with the Securities and Exchange Commission.




EXECUTION COPY




MASTER SUPPLY AGREEMENT




     This Master Supply Agreement (“Agreement”) is entered into as of this 21st
day of May, 2008, (“Effective Date”) by and between Evergreen Solar, Inc., having its
principal place of business at 138 Bartlett Street, Marlboro, MA 01752-3016 USA
(“Evergreen”), and Ralos Vertriebs GmbH., having its principal place of business at 64720
Michelstadt Hessen, Germany (“Purchaser” and together with Evergreen, the
“Parties”, each one a “Party”).



      1. DEFINITIONS




          (a) “Affiliate” means any entity controlled by a Party at the relevant time. For the
purposes of this definition, “control” means the beneficial ownership of more than fifty percent
(50%) of the voting rights of the respective entity. [****]




          (b) “Flash Test Data” means the flash test data specified by Evergreen in this
Agreement or relevant documentation provided by Evergreen, a sample of which is included in
Schedule 4.




          (c) [****]




          (d) “Purchase Order” means a purchase order for the purchase of Products properly
placed under this Agreement.




          (e) “Product” means any Product set forth in Schedule 2 to be supplied by
Evergreen to Purchaser under this Agreement.




          (f) “Quarter” means calendar quarter (i.e., any of (i) January, February and March,
(ii) April, May and June, (iii) July, August and September, or (iv) October, November and
December). Notwithstanding the foregoing, in the event of a change of Evergreen’s fiscal year end,
upon Evergreen’s request, the Parties shall promptly discuss and mutually agree to corresponding
adjustments, if any, to the definition of “Quarter,” and references to the calendar year, to the
extent necessary or appropriate.




          (g) “Specifications” means the technical specifications for a Product, as expressly
set forth in Schedule 2 for the respective Product, and as may be changed from time to time
as set forth in Section 7 below.




          (h) “Termination Date” means the Termination Date as defined in Schedule 1
under the heading “Supply Period.”




 









 








          (i) “Territory” means the Territory specified in Schedule 1.




          (j) “User Documentation” means end user documentation for the Products provided by
Evergreen to Purchaser for distribution to end users with the Products.




      2. SCOPE




     This Agreement is intended by the Parties to serve as the operating requirements, terms and
conditions regarding their respective business relationship. This Agreement and the terms and
conditions set out in this Agreement shall prevail over the terms and conditions of any Purchase
Order, acknowledgment form, general terms and conditions or other instrument (collectively, the
“Other Instrument”) of either Party even if such Other Instrument purport to supersede
these terms unless such Other Instrument is agreed by both Parties and expressly references this
Section 2. Any other terms in Other Instruments in connection with orders or acknowledgements are
hereby deemed to be material alterations and notice of objection to and rejection of them is hereby
given.



      3. ANNUAL AND QUARTERLY COMMITMENTS




          (a) Annual Commitments. Evergreen agrees to sell to Purchaser, and Purchaser agrees to buy
Products, in each case, on an annual, firm commitment basis, the aggregate quantities for the
specified years set forth on Schedule 1 (for each applicable year, the “Annual
Commitment”). Nothing in Section 3(b) (Quarterly Commitments) or Section 3(c)(Product Type
Allocation) shall require Evergreen to sell or Purchaser to purchase more than, or allow Purchaser
to purchase or Evergreen to sell less than, the Annual Commitment. All quantities set out in
Annual Commitment refer to Products shipped by Evergreen in accordance with Section 6(a) through
the respective year.




          (b) Quarterly Commitments. No later than [****] of each calendar year, Purchaser shall
provide Evergreen with a binding forecast of the quantities of total Product and corresponding
quantities of each Product type that Purchaser wishes to purchase in each respective Quarter of
such upcoming year (the “Quarterly Commitments”), which quarterly quantities shall be
between twenty percent (20%) and thirty percent (30%) of the applicable Annual Commitment and
shall, in the aggregate, equal Purchaser’s applicable Annual Commitment. Notwithstanding
Purchaser’s forecast, Evergreen shall only be obligated to provide for shipment (i) in each Quarter
for Products of quantities between a minimum of twenty percent (20%) and up to a maximum of thirty
percent (30%) of the applicable Annual Commitment or (ii) on an annual calendar year basis, the
applicable Annual Commitment. Evergreen shall notify Purchaser within [****] business days of
receipt of Purchaser’s forecast if Evergreen does not accept Purchaser’s forecast for the full
amount specified by Purchaser for each applicable Quarter in Purchaser’s forecast. [****]




          (c) Additional Orders. If Purchaser wishes to order any quantities exceeding the Annual
Commitment, the Parties agree to enter into good faith negotiation on the delivery of such
quantities to the degree that Product is available and pricing can be negotiated.




      4. PURCHASE ORDERS




          (a) In General. Purchaser shall place Purchase Orders for and buy Products in



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accordance with the terms and conditions of this Agreement. Purchaser shall place Purchase
Orders at least four (4) months in advance of the respective requested shipment date. If Purchaser
does not issue Purchase Orders for a Quarter which in the aggregate match the respective Quarterly
Commitments, Evergreen may issue Order Confirmations to the customer and ship the respective
forecasted Quarterly Commitments for the respective Quarter, referencing this contract and the
agreed Quarterly and Annual Commitments.




          (b) Placement of Orders and Acceptance. Purchase Orders may be sent by telefax or other
electronic media approved by Evergreen and shall specify Product type, quantity, destination, and
requested shipment date. Evergreen must accept such Purchase Orders by written notice or e-mail
transmission delivered to Purchaser within [****] business days following Evergreen’s receipt of
such Purchase Order. Unless Evergreen rejects any Purchase Order within [****] business days by
written notice or e-mail transmission following Evergreen’s receipt of such Purchase Order, the
Purchase Order is deemed to be accepted by Evergreen. Evergreen will specify the reason it rejects
any Purchase Order. In the case of rejections based on a requested shipment date which cannot be
satisfied by Evergreen, the parties will work together to resolve the basis for Evergreen’s
rejection and Evergreen agrees that any unshipped portion of the applicable Quarterly Commitment
covered by a Purchase Order provided to Evergreen will be shipped no later than the last day of the
applicable Quarter if the only cause for rejection of such Purchase Order was the requested
shipping date.




          (c) Shipment Date and Rescheduling. Purchaser may reschedule for later shipment any Purchase
Order; provided, however, that Purchaser shall not violate the other requirements of this Agreement
including Section 3 (Annual and Quarterly Commitments) and that it is at least [****] working days
before the estimated ship date. For the avoidance of doubt, Purchaser shall not reschedule
Purchase Orders such that Purchaser would request shipment in the respective Quarter of less than
the Quarterly Commitments or otherwise violate the terms of this Agreement.




          (d) Placement of Orders by Affiliates. Evergreen shall accept Purchase Orders meeting the
requirements of this Agreement from third parties that are Affiliates of Purchaser’s, provided that
Purchaser has confirmed in writing that such third parties are Affiliates. Such Purchase Orders
shall be deemed to have been made by Purchaser under this Agreement. Purchaser shall be
responsible for the compliance with the terms and conditions of this Agreement, including payment,
with respect to any such Purchase Order placed by its Affiliates, and shall indemnify and hold
Evergreen harmless for any claims (i) against Evergreen by such Affiliates, except for claims to
the extent they result from Evergreen’s breach of this Agreement or the respective Purchase Order
or Evergreen’s conduct outside the scope of this Agreement, or (ii) arising from any breach of this
Agreement or the respective Purchase Order by Purchaser’s Affiliate. Notwithstanding the
foregoing, in the event that Purchaser represents that an entity is an Affiliate of Purchaser from
which orders are to be accepted hereunder and has not revoked the authority to accept orders from
such Affiliate or informed Evergreen that such party is no longer an Affiliate, Evergreen shall
have the right to treat such orders as Purchase Orders by an Affiliate of Purchaser under this
Section 4(d) (Placement of Orders by Affiliates) notwithstanding such entity’s failure to actually
qualify as an Affiliate as defined herein.




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      5. PROVISION OF DATA




          (a) End User Statistics and Performance Data. Purchaser shall provide Evergreen with
quarterly reports detailing location and channel in which the Products are sold and installed, but
only to the extent such information is known by Purchaser, easily transmittable to Evergreen
without undue expense to Purchaser and may be provided by Purchaser to Evergreen without breach of
any applicable law. Subject to the foregoing provision, such reports shall be in a format and
include information reasonably requested by Evergreen including without limitation location
information to the postal code level of the respective sales and installations. In addition, upon
Evergreen’s reasonable request, Purchaser shall provide semi-annual performance monitoring data for
all Purchaser’s installations for which monitoring data is available and easily transmittable to
Evergreen without undue expense to Purchaser and provided that Purchaser has the right to share
such data. Any such data may only be used by Evergreen for general market research and technical
monitoring purposes [****] All such data shall be considered Confidential Information within the
meaning of Section 12(a).




          (b) Flash Test Data. Evergreen shall provide Purchaser with Flash Test Data for the Products
in each shipment within three (3) days of shipment.




     6. SHIPMENT, TITLE AND RISK OF LOSS




          (a) Shipment. Except as otherwise may be agreed by Evergreen and Purchaser in writing,
Evergreen will make the Products available for shipment under accepted Purchase Orders [****].
Evergreen shall use commercially reasonable efforts to make the Products available for shipment in
accordance with the estimated shipment date provided in Evergreen’s acknowledgement.




          (b) Packaging. All Products shall be prepared for shipment in a manner that follows
commercially reasonable practices and is reasonably adequate to ensure safe arrival.




          (c) Title, Risk of Loss, Security Interest. Title to the Products passes to Purchaser when
goods pass the ships rail and are on board the vessel at Evergreen’s shipping port, from which
point Purchaser is responsible for all risk of loss or damage, save that covered by the required
shipping insurance paid for by Evergreen.




     7. PRODUCT CHANGES




     Evergreen shall have the right to make any changes to the Products that do not affect the
form, fit or function of the Products without notice. In the event that proposed changes to the
Specifications that will affect the form, fit or function of the Products, Evergreen will inform
Purchaser at least ninety (90) days in advance prior to implementing such changes. Evergreen shall
not incur any liability thereby or any obligation to provide such changes or improvements on
Products purchased by Purchaser before such changes or improvements are implemented into the
Products. If such changes cause Purchaser (or its Affiliates) to cancel or modify Purchase Orders
because Purchaser’s (or Affiliates’) end users refuse to accept the Products as modified, then
Purchaser (or its Affiliates) will not incur any liability as a result of such change or
cancellation in



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any Purchase Order and the Quarterly requirements represented by such changes or
cancellations, as the case may be. [****]




     8. PRICES AND PAYMENT




          (a) Product Prices. Prices for the Products shall be as set forth in Schedule 1.
Unless otherwise specified in Schedule 1, invoices for Products will be issued upon
shipment.




          (b) Taxes. Purchaser shall bear all sales taxes, including value added taxes, and any taxes
and other duties in accordance with [****], unless Purchaser provides Evergreen with a valid
certificate of exemption.




          (c) Payment. Terms of payment are net [****] days from the date of shipment for all shipments
in the first Quarter of any year during the term of this Agreement and [****] from the date of
shipment for all shipments in the other Quarters of any year during the term of this Agreement.
All payments are non-refundable, except as set out in this Agreement and shall be made in Euros by
wire transfer to an account designated by Evergreen to Purchaser. Evergreen reserves the right to
withhold shipment or request advance payment or letter of credit arrangements in the event
Purchaser is delinquent in making payments. Late payments shall bear interest at the rate of
eighteen percent (18%) per year from the date due, accruing daily, or the highest rate permitted by
applicable law, whichever is less.




     9. TERRITORY




     Purchaser shall distribute the Products purchased from Evergreen hereunder solely in the
Territory. Purchaser shall not market, sell, or distribute the Products outside of the Territory
or to customers or end users outside the Territory, directly or indirectly, without the prior
written approval of Evergreen.



     10. TERM AND TERMINATION; [****]




          (a) Term. This Agreement shall commence on the Effective Date and shall terminate on the
Termination Date. The term of this Agreement shall be extended for additional periods of one (1)
year if the Parties agree to minimum quantities and prices applicable to such years and the Parties
execute a signed, written amendment of Schedule 1, which includes the quantities and prices
applicable to such extended term. A copy of any such amended schedule shall be attached to this
Agreement. The Parties shall discuss whether such extensions are mutually agreeable starting a
year prior to the Termination Date.




          (b) Termination for Cause. A Party (“Terminating Party”) may terminate this Agreement with
immediate effect by notice to the other Party (“Breaching Party”) on or at any time after the
occurrence of any Termination Event. “Termination Events” shall be defined as




               (i) The Breaching Party passing a resolution for its winding up or dissolution or a court of
competent jurisdiction making an order for the Breaching Party’s dissolution;



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               (ii) The opening of insolvency proceedings against the assets of the Breaching Party or the
refusal of the opening of insolvency proceedings due to a lack of assets or the appointment of an
official receiver by a court or the taking possession or realisation of all or of a part of the
Breaching Party’s assets by a creditor or by an official receiver appointed by a court or by a
sequestrator, or the implementation of measures of compulsory enforcement, irrespective of their
nature, provided that no such proceeding shall be a Termination Event if the proceeding has been
dismissed before the Breaching Party received the notice of termination or if the proceeding has
been dismissed or if, within [****] days after the appointment without the consent or acquiescence
of the potentially Breaching Party reaching a settlement with of any trustee, receiver or
liquidator of the potentially Breaching Party or of all its creditors; or;



               (iii) The Breaching Party reaching a settlement with all its creditors other than for the
purpose of refinancing the Breaching Party in the ordinary course of business;



               (iv) A material breach by the Breaching Party of its obligations under this Agreement, unless
the Breaching Party cures such breach within sixty (60) days after receipt of written notice of
such material breach by the Terminating Party. A material breach by Evergreen shall include,
without limitation, except in the case of a force majeure pursuant to Section 17(d), the following
events:




     (A) the failure of Evergreen to supply the quantities set out in
Quarterly Commitments in any [****] Quarters in breach of this Agreement,




     (B) the failure of Evergreen to supply Products with the Specifications
(as defined herein), which failure shall be deemed to occur if [****] or more
of the Products that Evergreen delivers in [****] exhibit a common defect in
manufacture, workmanship, design or construction (other than defects that are
solely cosmetic in nature) which causes the Product to materially fail to
meet the Specifications; or




     (C) the failure of Evergreen to pay any amount in a timely manner as
required under this Agreement.


A material breach by Purchaser shall include, without limitation, except in the case of a force
majeure pursuant to Section 17(e), the following events:





     (A) the failure of Purchaser to purchase the quantities set out in
Quarterly Commitments in any two Quarters in breach of this Agreement; or




     (B) the failure of Purchaser to pay any amount in a timely manner in
breach of this Agreement.



          (c) Effect of Termination. Upon termination of this Agreement by the Terminating Party, the
Terminating Party may, at its option, cancel all unshipped Purchase Orders without further
obligation. Sections 1, 8, 10(c) and (d), 11 through 16(b) shall survive any termination of this
Agreement. In addition, any right or legal obligation of a Party contained in any addendum or



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amendment to this Agreement, that by its express term or nature would reasonably extend for a
period beyond the term of the Agreement, shall also survive the termination of the Agreement for
such extended period.




          (d) No Liability for Termination. In the event of a permitted termination of this Agreement,
neither Party shall be liable to the other, because of such termination, for compensation,
reimbursement or damages on account of the loss of prospective profits or anticipated sales or on
account of expenditures, inventory, investments, leases or commitments in connection with the
business or goodwill of the other Party. A termination shall not, however, relieve either Party of
obligations incurred prior to termination of this Agreement.




          (e) [****]




          (f) [****]




      11. INTELLECTUAL PROPERTY




          (a) Ownership. Either Party shall retain all rights to its intellectual property rights, in
particular to any patents, trademarks, know-how, copyrights, design rights and utility rights and
all modifications and derivative works thereof (the “Intellectual Property Rights”).
Evergreen shall grant to Purchaser a perpetual, non-exclusive, non-sublicensable and fully paid-up
license to Evergreen’s Intellectual Property Rights to the extent such license is required for the
use, sale and distribution of the Products and the User Documentation by Purchaser or Purchaser’s
Affiliates. Purchaser hereby agrees to assign, and does hereby assign, to Evergreen ownership of
all intellectual property rights in the Products and User Documentation to the extent that
Purchaser may obtain any rights therein or thereto. Purchaser shall have no liability for
infringement of Evergreen’s intellectual property rights based on resales of Products made by any
of Purchaser’s customers outside the Territory if Purchaser reasonably believed such customers
would not resell the Product outside the Territory.




          (b) Improvements. Except as otherwise expressly agreed between the Parties, if Purchaser
makes any Improvement (as defined below) to the Products or User Documentation or intellectual
property rights therein, whether or not patentable, Purchaser shall grant and does hereby grant to
Evergreen a perpetual, royalty-free, worldwide, non-exclusive license to make, have made, use,
sell, offer to sell, sublicense and otherwise exploit such Improvement. As used herein,
“Improvement” means any improvement, enhancement, modification, invention, trade secret,
feedback or suggestion that is primarily based on, derived from or applicable to all or any part of
the Products or User Documentation.




          (c) User Documentation. Purchaser will not disclose or distribute any documentation provided
by Evergreen except for documentation provided for that purpose, in particular User Documentation.
User Documentation may be provided in hard copy form or on electronic media from which Purchaser
may make additional copies except as expressly prohibited by Evergreen in writing. Purchaser shall
not modify the User Documentation without the prior written consent of Evergreen.




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          (d) Trademarks. The Parties may use each other’s trademarks, trade names, logos or service
marks (collectively, “Trademarks”) in connection with such Party’s promotion and
distribution of Products only after obtaining the prior written consent of the other Party on a
case-by-case basis, in its sole discretion, provided that Purchaser may identify Evergreen as the
manufacturer and/or supplier of the Products, and Evergreen may identify Purchaser as a distributor
of the Products, as the case may be, without the need for consent of the other Party. Each Party’s
use of the other Party’s Trademarks shall fully comply with all guidelines that may be provided by
the other Party concerning the use of its Trademarks. All use of the Trademarks of one party by
the other shall inure solely to the benefit of the trademark holder, and neither party shall obtain
any rights with respect to any of the Trademarks of the other. Purchaser and its direct and
indirect customers shall retain the Trademarks as the Trademarks appear on the Products and User
Documentation.




          (e) Proprietary Notices. Purchaser shall not remove any copyright, patent, Trademark or other
proprietary notices, markings or legends from the Product or User Documentation and shall reproduce
all such notices, markings and legends on all copies of the Product and User Documentation
permitted under this Agreement.




          (f) No Implied Licenses. No licenses are granted to Purchaser or Evergreen under this
Agreement except as expressly set forth in this Section 11 (Intellectual Property), either
expressly or by implication, estoppel or otherwise. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE
RESERVED TO EVERGREEN OR PURCHASER, AS THE CASE MAY BE, OR THEIR RESPECTIVE LICENSORS.




     12. CONFIDENTIALITY




          (a) Confidential Information. “Confidential Information” means information in any
form that may be disclosed by a Party (“Disclosing Party”) to the other Party
(“Receiving Party”) provided that it shall be either (i) marked as “Confidential” or
“Proprietary” if disclosed to the Receiving Party in tangible form, or (ii) if disclosed orally, is
reduced by the Disclosing Party to a writing conspicuously marked “Confidential” or “Proprietary”
and given to the Receiving Party within thirty (30) days of such oral disclosure provided, however,
that reports and/or information related to or regarding the Disclosing Party’s business plans,
business methodologies, strategies, technology, specifications, development plans, customers,
prospective customers, billing records, and products or services will be deemed Confidential
Information of the Disclosing Party even if not so marked or identified unless such information is
the subject of any of the exclusions set forth in Section 12(b). Any confidential or proprietary
information embodied in the Products, and the copyrights in and to the User Documentation are
proprietary to Evergreen and, for that purpose, shall be deemed to be the Confidential Information
of Evergreen, whether or not marked as described above.




          (b) Exclusions. Notwithstanding the provisions of Section 12(a) (Confidential Information),
Confidential Information excludes information that the Receiving Party can demonstrate in writing:
(i) is or becomes part of the public domain through no fault or breach of the Receiving Party; (ii)
is rightfully known to the Receiving Party prior to receipt from the Disclosing Party, as shown by
Receiving Party’s written records; (iii) is subsequently rightfully obtained by the



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Receiving Party from a third party that has the legal right to disclose such information to
the Receiving Party or (iv) is independently developed by the Receiving Party without use of
Disclosing Party’s Confidential Information and without the involvement of Receiving Party’s
employees who had access to Disclosing Party’s Confidential Information. Receiving Party shall be
permitted to disclose Disclosing Party’s Confidential Information if such disclosure is required by
law, provided that the Receiving Party provides the Disclosing Party with prompt written notice of
such requirement prior to such disclosure or, if a prior disclosure is not possible, without undue
delay after disclosure; or is permitted by the express terms of this Agreement, or by implication
in the case of the User Documentation.




          (c) Use and Disclosure. Each Party agrees that it (i) shall use such Confidential Information
of the Disclosing Party only to the extent reasonably necessary to perform its obligations or
exercise its rights under this Agreement and (ii) shall not disclose, or permit to be disclosed
such Confidential Information, either directly or indirectly, to any third party except as
permitted under this Agreement or otherwise approved in writing by the Disclosing Party. Either
Party agrees to exercise at least reasonable care in protecting the Confidential Information of the
other Party from unauthorized use and disclosure but in no event lass care than such Party takes to
protect its own Confidential Information. Notwithstanding the foregoing, Purchaser may disclose
the Product and User Documentation to third parties in connection with the marketing and sale of
the Products pursuant to this Agreement.




          (d) Confidentiality of Agreement. The terms and conditions of this Agreement shall be treated
as Confidential Information and shall not be disclosed to any third party, except (i) with the
other Party’s consent, which shall not be unreasonably withheld; (ii) as may be required by law or
regulation or in connection with public offerings or securities filings; (iii) in confidence, to
its legal counsel, accountants, investors and financial advisors; (iv) in confidence, in connection
with the enforcement of this Agreement or rights under this Agreement; and (v) in confidence, as
reasonably required in connection with a financing or merger or acquisition of all or substantially
all of the business or assets of Evergreen or Purchaser.




          (e) Publicity. The contents of any press release or publicity disclosing any aspect or the
existence of the business relationship contemplated by this Agreement shall be subject to mutual
agreement by the Parties. Neither Party shall issue any such press release or publicity without
the prior written consent of the other Party unless such disclosure is required by law.
Notwithstanding the foregoing, the Parties shall discuss and cooperate to issue a mutually agreed
upon press release promptly after execution of this Agreement.




      13. WARRANTY SERVICES




          (a) Limited Product Warranty. All Products covered by this Agreement will be warranted to the
end user per the conditions of the standard Evergreen warranty statements provided with the
Products, a representative copy of which is attached hereto as Schedule 3. [****]
Evergreen may modify such warranty from time to time in addition to providing differing warranties
for different products and markets. Except as agreed above, this warranty is to the end user;
provided, however, that Evergreen agrees to process warranty claims made by end users of the



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Products forwarded to Evergreen from Purchaser in accordance in accordance with Section 13(b)
(Warranty Claims).




          (b) Warranty Claims. Purchaser and its service providers shall document and notify Evergreen
of claims, questions or concerns Purchaser receives under Evergreen’s warranty with respect to
Products sold to Purchaser hereunder. Purchaser shall obtain information from the end user as
reasonably requested by Evergreen to enable the Parties to determine whether the respective claim
arises under the Evergreen warranty or arises from materials or services not provided by Evergreen.
In the event of a claim by an end user under Evergreen’s warranty, Evergreen’s satisfaction of the
claim with respect to the end user shall be deemed to also satisfy any related claim with respect
to Purchaser; [****]. Upon Purchaser’s request, Evergreen shall reasonably inform Purchaser as to
Evergreen’s processing of respective warranty claims forwarded to Evergreen from Purchaser.




          (c) Limitations. Notwithstanding anything to the contrary, the warranties provided by
Evergreen do not apply to any Product which has been (i) altered by anyone other than Evergreen or
personnel who are authorized by Evergreen or qualified to make repairs or (ii) used in combination
with any other product if such use in combination results in the defect, (iii) damaged by improper
environment, abuse, misuse, attempts to alter or repair without Evergreen’s authorization, accident
or negligence, or (iv) used in violation of this Agreement, the User Documentation, or Evergreen’s
other written instructions, if any, provided prior to such use. Evergreen agrees to Purchaser
installing and integrating the Products into solar technology solutions in accordance with the
specifications set out in the User Documentation.




          (d) Product Quality Inspection. Evergreen shall perform a quality inspection to identify
obvious defects in Products before making the Products available for shipment to Purchaser. The
program shall be implemented in Evergreen’s reasonable discretion to address issues such as
excessive amounts of foreign material in the laminate of the Products, excessive amounts of cells
with chips, visible cracks in cells of Products, excessive scratches on the frame of panels and
glass, broken leads, damaged insulation, damaged or broken junction-box or improperly fastened
frames.




      14. PRODUCT QUALITY




     Evergreen warrants that the Products are free from defects upon shipment, in particular,
without limitations, free from excessive amounts of foreign material in the laminate of the
Products, excessive amounts of cells with chips, visible cracks in cells of Products, excessive
scratches on the frame of panels and glass, broken leads, damaged insulation, damaged or broken
junction-box, improperly fastened frames and comply with the Specifications of the Products
pursuant to Schedule 2. Notwithstanding section 13 (b) above, Purchaser’s sole remedy for a
breach of this Section 14 (Product Quality) shall be for Evergreen to repair or replace the
nonconforming Products. Purchaser must notify Evergreen of the nonconformity within three (3)
business days of Purchaser’s discovery or notice of the nonconformity. The Parties shall cooperate
in good faith to address recurring issues regarding quality of the Products.



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     THE FOREGOING REMEDIES PROVIDED BY EVERGREEN ARE THE SOLE AND EXCLUSIVE REMEDIES FOR ANY
BREACH OF WARRANTY AND THE EXPRESS WARRANTIES PROVIDED HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY,
NON-INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER INTELLECTUAL PROPERTY, OR FITNESS FOR
A PARTICULAR PURPOSE. ANY PROTOTYPES OR PRE-RELEASE PRODUCTS THAT MAY BE FURNISHED BY SUPPLIER ARE
FURNISHED “AS IS” WITH NO WARRANTIES OF ANY KIND.



      15. INDEMNIFICATION




          (a) Infringement Indemnification by Evergreen. Evergreen agrees to defend at its own expense
any action brought against Purchaser to the extent that it is based on a claim that the sale or use
of Evergreen’s Product in the Territory directly infringes [****], and will pay any costs and damages finally awarded against Purchaser in
any such actions which are attributable to such claim. Notwithstanding the foregoing, this Section
15(a) (Infringement Indemnification by Evergreen) shall not apply to, and Evergreen shall have no
liability for, any claim arising out of or relating to (i) the combination of any Product with any
equipment or device not furnished by Evergreen, or (ii) use of an Improvement or other items
provided to or requested by Purchaser, or (iii) any modification of any Product by anyone other
than Evergreen or its authorized agents, or (iv) Purchaser’s failure to install or have installed
changes, revisions or updates as instructed and paid for by Evergreen, (v) Evergreen’s compliance
with Purchaser’s or an end user’s specifications, designs or instructions, or (vi) use of any
Product in material violation of this Agreement, the User Documentation, or Evergreen’s reasonable
written instructions, if any, received by Purchaser or end user prior to such use, in each case (i)
through (vi) however only to the extent that the actions described in (i) through (vi) caused the
infringement of the third party Intellectual Property Rights or trade secret. Should any Product
become, or in Evergreen’s opinion be likely to become, the subject of a claim of infringement,
Purchaser shall permit Evergreen as Evergreen may elect in its sole discretion and at Evergreen’s
expense, to (i) procure for Purchaser the right to continue using such Product, (ii) replace or
modify the Product so that it becomes non-infringing or (iii) refund to Purchaser the amount paid
for any Products returned to Evergreen. Evergreen’s sole liability and Purchaser’s sole remedy for
infringement claims shall be to obtain indemnity under the provisions of this Section 15(a)
(Infringement Indemnification by Evergreen); provided, however, in the event that Evergreen is
unwilling or unable to procure for Purchaser the right to continue using such Product, or to
replace or modify the Product so that it becomes non-infringing, the Quarterly Commitments for
Product purchases shall be appropriately adjusted.




          (b) Indemnification by Purchaser. Purchaser agrees to defend at its own expense any action
brought against Evergreen to the extent that it is based on a claim arising out of or relating to
any of the exclusions set forth in Sections 15(a) (i), (ii), (iii) (but only to the extent that
Purchaser carries out or authorizes such modifications ) (iv), (v) or (vi) or Purchaser’s
marketing, warranties or distribution of the Products, and will pay any costs and damages finally
awarded against Evergreen in any such actions which are attributable to such claim.




11









 








          (c) Procedure. Each Party’s (“Indemnifying Party‘s”) indemnification
obligation is subject to the conditions that (i) the other Party (“Indemnified Party”)
notifies the Indemnifying Party in writing of any such claim without undue delay, and (ii) the
Indemnified Party provides all information and assistance reasonably requested by the Indemnifying
Party for the defense and settlement of such claim. As long as the Indemnifying Party is defending
a claim, the Indemnified Party shall provide or cause to be provided to the Indemnifying Party
information reasonably requested by the Indemnifying Party relating to such claim and the
Indemnified Party shall otherwise cooperate with the Indemnifying Party and its representatives in
good faith in order to effectively contest such claim. Indemnity claims under this section 15 shall
not become time-barred until 3 (three) months after final settlement of the respective underlying
actions or claims.




      16. LIMITATION OF LIABILITY




          (a) EXCEPT WITH RESPECT TO A MATERIAL BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN
SECTION 12 (CONFIDENTIALITY) AND A FAILURE TO DELIVER AS SET FORTH IN SECTIONS 3 AND 10(e), IN NO
EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND
ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING FROM CONTRACT, TORT OR NEGLIGENCE,
INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT, LOSS OF GOODWILL, OR SUBSTITUTE PROCUREMENT, OR FOR
DAMAGES DUE TO DELAYS IN SHIPMENT, DELIVERY OR USE OF PRODUCTS PURCHASED HEREUNDER, WHETHER OR NOT
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED THAT THE DAMAGES FOR A
FAILURE TO DELIVER AS REQUIRED IN SECTION 3 SHALL BE SUBJECT TO THE LIMITATIONS IN SECTION 10(e).




          (b) EXCEPT FOR PURCHASER’S PAYMENT OBLIGATIONS OR A MATERIAL BREACH OF THE CONFIDENTIALITY
OBLIGATIONS SET FORTH IN SECTION 12 (CONFIDENTIALITY), THE TOTAL AGGREGATE LIABILITY OF EACH PARTY
ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING SECTIONS 13 (WARRANTY SERVICES) AND 15
(INDEMNIFICATION)) SHALL NOT EXCEED THE TOTAL PURCHASE PRICE PAID BY PURCHASER TO SUPPLIER FOR THE
PRODUCTS OR SERVICES TO WHICH SUCH CLAIM RELATES; [****]




          (c) THESE LIMITATIONS OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY. THIS SECTION DOES NOT EXCLUDE LIABILITY FOR PERSONAL INJURY OR
DEATH OR FOR WILFUL MISCONDUCT TO THE EXTENT THAT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED
UNDER APPLICABLE LAW.




      17. GENERAL




          (a) Relationship. The relationship of the Parties is that of independent contractors. There
is no relationship of agency, partnership, joint venture, employment or franchise between the
Parties, and neither Party has the authority to bind or incur any obligation on the part of the
other.




12









 








          (b) Governing Law; Dispute Resolution. This Agreement shall be governed by and construed
under the laws of the Commonwealth of Massachusetts without reference to conflict of laws
principles, and not by the 1980 U.N. Convention on Contracts for the International Sale of Goods.
Except as otherwise specified in this Agreement or the Schedules hereto, or as may be agreed by the
Parties, any dispute or claim arising out of or in connection with this Agreement or the
performance, breach or termination thereof shall be finally resolved by binding arbitration in
accordance with the then current rules of arbitration of the American Arbitration Association (the
“Rules”) by three arbitrators selected in accordance with such rules. Such arbitration shall be
held in Boston, Massachusetts, and the proceedings and all pleadings, filings, written evidence,
decisions and other relevant documents shall be in English. Any written evidence in a language
other than English shall be submitted with an English translation. Any final decision issued in
the arbitration shall be binding and conclusive upon the Parties to this Agreement and may be
entered as a final judgment by any court of competent jurisdiction. Notwithstanding the foregoing,
each Party may apply to any court of competent jurisdiction for a temporary restraining order,
preliminary injunction, or other interim or conservatory relief, as necessary, without breach of
this Section and without any abridgment of the powers of the arbitrator.




          (c) Export Laws. Any and all obligations of Evergreen to provide Products, documentation, or
other materials shall be subject in all respects to such United States laws and regulations as
shall from time to time govern the license and delivery of technology and products abroad by
persons subject to the jurisdiction of the United States, including the Export Administration Act
of 1979, as amended, any successor legislation, and the Export Administration Regulations issued by
the Department of Commerce, Bureau of Export Administration. Each Party warrants to the other that
it will comply with the Export Administration Regulations and other United States laws and
regulations governing exports in effect from time to time. In the event Purchaser orders Products
other than Spruce Products only manufactured outside of the United States as contemplated in
Section 6(a) (Shipment), Purchaser is solely responsible, at its own expense, for obtaining all
necessary import and re-export permits and certificates and for the payment of any and all taxes
and duties imposed upon the movement and delivery of the Products.




          (d) Notices. All notices or communications of any kind made or required to be given pursuant
to this Agreement shall be in writing and delivered to the other Party at the address first set
forth above, unless either Party gives notice to the other Party of a change of address. Notices
for purposes of the Price Change Adjustments provided for in Schedule 1 shall be made by
facsimile and email as follows and shall be deemed delivered on the date sent (unless such date is
not a business day, in which case the notice shall be deemed delivered on the first business day
thereafter):




     In the case of notices to Evergreen:



	 	 	 
	Attention:

	 	J. Terry Bailey, Sr. Vice President
	 

	 	Christian M. Ehrbar, General Counsel
	Facsimile

	 	+1 (508) 229-7722
	Email:

	 	tbailey@evergreensolar.com and cehrbar@evergreensolar.com






13









 






     In the case of notices to Purchaser:



	 	 	 
	Attention:

	 	Matthias Belz, Managing Director
	Facsimile:

	 	+49 6061 9670 10
	Email:

	 	m.belz@ralos.de






          (e) Force Majeure. Neither Party is liable for its failure or delay to perform its
obligations under the Agreement so long as the delay is due to strikes, wars, failure of suppliers
or manufacturers, revolutions, acts of terrorism, fires, floods, explosions, earthquakes, shortages
in labor, components or materials caused by forces outside of the reasonable control of Evergreen
or its vendors or suppliers, government regulations, or other causes beyond its reasonable control.




          (f) Assignment. Neither Party may assign this Agreement without the prior written consent of
the other Party, except that each Party may assign this Agreement to a successor in connection with
the transfer of all or substantially all of the business or assets of such Party, whether by sale,
merger, operation of law or otherwise. Subject to the foregoing sentence, this Agreement will be
binding upon and inure to the benefit of the Parties, their successors and assigns. Notwithstanding
the foregoing, Evergreen may at any time and from time to time pledge or grant a security interest
in all or any portion of its rights, title and interest under this Agreement as collateral security
to secure obligations of Evergreen; provided that no such pledge or grant of a security interest
shall (a) release Evergreen from any of its obligations hereunder or (b) substitute any such
pledgee or grantee for Evergreen as a party hereto with any rights or remedies hereunder.




          (g) Language. This Agreement is in the English language only, which language shall be
controlling in all respects, and all versions hereof in any other language shall not be binding on
the Parties. All communications and notices to be made or given pursuant to this Agreement shall
be in the English language.




          (h) Miscellaneous. This Agreement contains the entire understanding of the Parties with
respect to the subject matter hereof and supersedes all prior agreements relating thereto, written
or oral, between the Parties. Amendments to this Agreement must be in writing, signed by the duly
authorized officers of the Parties. If any provision of this Agreement or a provision later on
included in this Agreement be or become null and void as a whole or in part, or should a gap in
this Agreement become evident, this does not affect the validity is held by a court of competent
jurisdiction to be contrary to law the remaining provisions. No waiver or modification of this
Agreement shall be valid unless in writing signed by each Party. The waiver of a breach of any term
hereof shall in no way be construed as a waiver of any other term or breach hereof. This Agreement
may be executed in any number of counterparts, each of which shall be an original, but all of which
together shall constitute one instrument.




[signature page follows]




14









 








     IN WITNESS WHEREOF, Evergreen and Purchaser acknowledge that they have read this Agreement,
including any Schedules, understand them and agree to be bound by their terms and conditions
effective as of the Effective Date.



	 	 	 	 	 	 	 	 	 	 	 
	Evergreen Solar, Inc.
	 	 	 	Ralos Vertriebs GmbH	 	 
	 
	By:

	 	/s/ Richard M. Feldt
	 	 	 	By:
	 	/s/ Mattias Belz	 	 
	 

	 	Name: Richard M. Feldt
	 	 	 	 	 	Name: Mattias Belz	 	 
	 

	 	Title: Pres. & CEO
	 	 	 	 	 	Title: Managing Director	 	 
	 

	 	Date: May 21, 2008
	 	 	 	 	 	Date: 21/05/2008	 	 






ATTACHMENTS:




Schedule 1 — Additional Terms

Schedule 2 — Products

Schedule 3 — Warranty

Schedule 4 — Flash Test Data Sample





15









 








Schedule 1




Additional Terms




Territory:




     The Territory shall encompass [****]




Product Applications:




     Purchaser’s use and distribution of the Products is limited to [****].



Supply Period:




     The supply period shall continue through December 31, 2013 (“Termination Date”).


[****]




Firm Commitment Quantities:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Delivery Period	 	2008	 	2009	 	2010	 	2011	 	2012	 	2013
	Firm Quantity (MWp)
	 	[****]
	 	[****]
	 	[****]
	 	[****]
	 	[****]
	 	[****]





“Wp” means the specified Watts peak output power of the respective Products. Where used to specify
quantity of Products, Wp is the Wp of a unit of the respective Product times the number of units of
such Product.



“MWp” means MegaWp, which is 106 Wp.




Additional Variable Commitment Quantities:




     In addition to the firm commitment quantities set forth above, Evergreen may make available to
Purchaser up to [****].



 









 





Prices:




     Pricing is in Euros €/Wp. Except as otherwise adjusted pursuant to the Substantial Market
Change and the Exchange Rate Adjustment price adjustment provisions set forth below, the pricing
applicable to all Products until the Termination Date shall be as set forth in the following table.
The “Scheduled Price” means the price for the respective year according to this table:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shipping Period	 	2008	 	2009	 	2010	 	2011	 	2012	 	2013
	Standard Product 

Configuration

(Product 1 or B 

grade Product)
	 	€[****]
	 	€[****]
	 	€[****]
	 	€[****]
	 	€[****]
	 	€[****]






     [****]



     Pricing for the B grade product (as defined in Schedule 2) will be set at [****]%
below that of A grade Product in the same period.



Price Change Adjustments:





	(1)	 	Substantial Market Changes
	 
	 	 	[****]
	 
	(2)	 	Price Change Determinations
	 
	 	 	[****]
	 
	(3)	 	Exchange Rate Adjustment
	 
	 	 	[****]





***




 









 








Schedule 2




Products




Product 1 (proposed ES-A Series) PV Panel Description/Specifications:





	 	•	 	Configuration: 6 x 19 standard Evergreen cell configurations; planned
190 Wp to 220 Wp class panel.
	 
	 	•	 	Panel Rated Minimum Power and Tolerance: Product power tolerance
specification for ES-A Series or equivalent Products will be -0% to +4.99Wp.
	 
	 	•	 	Safety and quality certifications: Product electrical characteristics
are based on the results of production line test performed at the MC connectors in
accordance with IEC 904-1 at Standard Test Conditions (1000 W/m2 with IEC904-3
reference solar spectral irradiance distribution, AM1.5 and 25C). Evidence of
certification per IEC 61730, UL or ETL of the foregoing shall be provided to Purchaser
prior to its issuance of the first Purchase Order.
	 
	 	•	 	Cables, Frame Grounding, Glass: Cables will be standard MC or accepted
equivalent, and frame grounding holes will be located on the side of the panel frame.
Glass will be non-glare, rolled type.





Grade B Product PV Panel Description/Specifications [****]




     [****]




 











 





Schedule 3




Warranty









SPRUCE
LINETM photovoltaic modules




Limited
Warranty




Limited Warranty: Materials or Workmanship



Evergreen Solar warrants the modules to be free from
defects in materials or workman-ship under
normal application, installation, use, and service conditions. If the
product fails to conform to
this warranty, then, for a period ending sixty (60) months from date of sale to the original
consumer purchaser, Evergreen Solar will, at its option, either repair or replace the product or
refund the purchase price. The repair, replacement, or refund remedy shall be the sole and
exclusive remedy provided under this warranty.




Limited
Warranty: Power Output



Evergreen Solar warrants for a period of ten (10) years
from the date of sale to the original
consumer purchaser that the power rating at Standard Test Conditions will remain at 90% or greater
of Evergreen Solar’s Minimum Specified Power Rating. Evergreen Solar further warrants for a period
of twenty-five (25) years from the date of sale to the original consumer purchaser that the power
rating at Standard Test Conditions will remain at 80% or greater of Evergreen Solar’s Minimum
Specified Power Rating.



Evergreen Solar will, at its option, repair or replace the product, refund the purchase price, or
provide the purchaser with additional modules to make up lost power, provided that such
degradation is determined to be due to defects in materials or workmanship under normal
installation, application, and use. The relevant Minimum Specified Power Rating is defined in
Evergreen Solar’s product data sheet at the time of shipment. Standard Test Conditions are
irradiance of 1000W/m2, 25° C cell temperature, and AM 1.5 light spectrum.




Limitations
and Conditions



The remedy set forth in these limited warranties shall be the sole and exclusive remedy provided
under the extended term warranty, unless otherwise agreed by Evergreen Solar in writing. In
Germany, these limited warranties are neither a “guarantee of the quality” of the module pursuant
to § 443 BGB (German Civil Code) nor are they an “acceptance of a guarantee” pursuant to §276 BGB.



The limited warranties set forth herein do not apply to any module which in Evergreen Solar’s sole
judgment has been subjected to misuse, neglect, or accident; has been damaged through abuse,
alteration, improper installation or application, or negligence in use, storage, transportation,
or handling; or has in anyway been tampered with or repaired by anyone other than Evergreen Solar
or its agent.



The limited warranties do not cover costs associated with module installation,
removal, testing,
packaging, transportation, or reinstallation; other costs associated with obtaining warranty
service; or costs, lost revenues, or lost profits associated with the performance or
nonperformance of defective modules.



Any modules repaired or replaced by Evergreen Solar under a warranty claim shall be covered by the
same warranties and original term as the first product purchased under said claim. The term shall
not be prolonged or reset from the date of sale to the original consumer purchaser. Any replaced
parts or products become the property of Evergreen Solar.



These limited warranties apply only to the first end-user purchaser of the modules or to any
subsequent owners of the original building or site where
the modules were first installed. The limited warranties set forth herein are expressly in lieu of
and exclude all other express or implied warranties, including but not limited to warranties of
merchantability and of fitness for particular purpose, use, or application and all other
obligations or liabilities on the part of Evergreen Solar, unless such other warranties,
obligations, or liabilities are expressly agreed to in writing signed and approved by Evergreen
Solar.



Evergreen
Solar shall have no responsibility or liability whatsoever for damage or injury to
persons or property, or for other loss or injury resulting from any cause whatsoever arising out
of or related to the product, including, without limitation, any defects in the module, or from
use or installation. Under no circumstances shall Evergreen Solar be liable for incidental,
consequential, or special damages, howsoever caused.



Evergreen Solar’s aggregate liability, if any, in
damages or otherwise, shall not exceed the
payment, if any, received by seller for the unit of product or service furnished or to be
furnished, as the case may be, which is the subject of claim or dispute. Some jurisdictions do not
allow limitations on implied warranties or the exclusion or limitation of damages, so the above
limitations or exclusions may not apply to you.



If a part,
provision, or clause of terms and conditions of sale, or the application thereof to any
person or circumstance is held invalid, void, or unenforceable, such holding shall not affect and
leave all other parts, provisions, clauses, or applications of terms and conditions remaining, and
to this end the terms and conditions shall be treated as severable.



This warranty gives you
specific legal rights; and you may also have other rights that vary from
state to state and country to country. Neither party shall be in any way responsible or liable to
the other party, or to any third party, arising out of nonperformance or delay in performance of
the terms and conditions of sale due to acts of God, war, riot, strikes, unavailability of suitable
and sufficient labor, and any unforeseen event beyond its control, including, without limitations,
any technological or physical event or condition which is not reasonably known or understood at the
time of sale.



Any claim or dispute regarding these warranties shall be governed by and construed in accordance
with the laws of the State of New York (US).




Obtaining Warranty Performance



If you feel you have a claim covered by warranty, you must promptly notify the dealer who sold you
the module of the claim. The dealer will give advice handling the claim. If further assistance is
required, write Evergreen Solar for instructions.



The customer must submit a written claim, including adequate documentation of module purchase,
serial number, and product failure. Evergreen Solar will determine in its sole judgment the
adequacy of such claim. Evergreen Solar may require that product subject to a claim be returned to
the factory, at the customer’s expense. If product is determined to be defective and is replaced
but is not returned to Evergreen Solar, then the customer must submit adequate evidence that such
product has been destroyed or recycled.



Note: This document may be
provided in multiple languages. If there is a conflict among versions,
the English language version dominates.




	 	 	 	 	 
	

	 	Worldwide Headquarters
	 	Customer Service —
Americas and Asia
	 	Evergreen Solar Inc.
	 	Evergreen Solar Inc.
	 	138 Bartlett Street
	 	138 Bartlett Street
	 	Marlboro, MA 01752 USA
	 	Marlboro, MA 01752 USA
	 	T: +1 508.357.2221 | F: +1 508.229.0747
	 	T: +1 508.357.2221 | F: +1 508.229.0747
	www.evergreensolar.com
	 	info@evergreensolar.com
	 	sales@evergreensolar.com






			
	 	 	 
	Valid from
1st
April 2007 / W_US_010407
	 	© 2007 Evergreen Solar, Inc.






 









 






Schedule 4




Flash Test Data Sample




	 	 	 
	
	 	Panel Test Data Report for
Pallet: xxx-yyyyyy





This is the STC electrical flash test data for the PV panels listed below as measured by Evergreen
Solar at the time of manufacture.



In order to provide you with the most accurate and the best benchmarked data available, Evergreen
Solar’s flash testing uses the latest state of the
art technology from the world’s leaders in flash test equipment.



This test data is provided to customers for informational purposes only.



The electrical specifications that are valid for warranty purposes are defined in the Installation
Guide supplied with this product.



Evergreen Solar provides no guarantees that the listed PV panels will deliver the exact same
results when tested by a third party.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Item #	 	Serial #	 	Pallet ID	 	Product ID	 	Date Tested	 	Isc (A)	 	Imp (A)	 	Voc (V)	 	Vmp (V)	 	Pmax (W)
	1
	 	4901200702190000214	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 10:53	 	7.9	 	7.1	 	32.2	 	25.3	 	178.3
	2
	 	4901200702190000247	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 11:44	 	7.9	 	7.2	 	32.2	 	25.7	 	184.1
	3
	 	4901200702190000244	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 11:40	 	7.7	 	7.1	 	32.3	 	25.8	 	183.1
	4
	 	4901200702190000195	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 12:05	 	7.8	 	7.1	 	32.4	 	25.9	 	185.3
	5
	 	4901200702160000375	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 12:15	 	7.8	 	7.2	 	32.2	 	25.6	 	183.8
	6
	 	4901200702190000252	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 12:02	 	8.0	 	7.2	 	32.5	 	26.0	 	185.8
	7
	 	4901200702160000376	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 12:14	 	7.8	 	7.1	 	32.3	 	25.8	 	182.4
	8
	 	4901200702190000255	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 12:13	 	7.9	 	7.1	 	32.2	 	25.5	 	181.4
	9
	 	4901200702190000258	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 12:19	 	7.9	 	7.1	 	32.4	 	26.0	 	183.9
	10
	 	4901200702190000250	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 12:00	 	7.9	 	7.1	 	32.4	 	26.0	 	184.1
	11
	 	4901200702190000194	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 12:06	 	7.9	 	7.2	 	32.4	 	25.8	 	186.1
	12
	 	4901200702190000260	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 12:23	 	7.8	 	7.1	 	32.2	 	25.5	 	181.0
	13
	 	4901200702190000261	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 12:24	 	8.0	 	7.2	 	32.5	 	26.0	 	186.1
	14
	 	4901200702190000262	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 12:25	 	8.0	 	7.1	 	32.0	 	25.5	 	181.5
	15
	 	4901200702190000254	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 12:12	 	7.9	 	7.1	 	32.3	 	25.3	 	180.2
	16
	 	4901200702190000264	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 12:27	 	7.8	 	7.1	 	32.2	 	25.3	 	181.1
	17
	 	4901200702190000249	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 11:47	 	8.1	 	7.1	 	32.3	 	25.8	 	184.0
	18
	 	4901200702190000232	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 11:20	 	8.0	 	6.8	 	32.3	 	26.0	 	178.0
	19
	 	4901200702190000263	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 12:36	 	8.0	 	7.1	 	32.5	 	26.1	 	185.8
	20
	 	4901200702190000205	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 11:53	 	8.0	 	7.2	 	32.4	 	25.4	 	183.1
	21
	 	4901200702190000236	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 11:24	 	7.9	 	7.1	 	32.0	 	25.4	 	179.5
	22
	 	4901200702190000274	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 12:51	 	7.9	 	7.0	 	32.3	 	26.3	 	183.9
	23
	 	4901200702190000277	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 12:55	 	7.8	 	7.1	 	32.2	 	25.4	 	180.6
	24
	 	4901200702190000283	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 13:03	 	8.0	 	7.2	 	32.4	 	25.8	 	184.9
	25
	 	4901200702190000267	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 12:34	 	7.9	 	7.1	 	32.1	 	25.8	 	182.9
	26
	 	4901200702190000286	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 13:07	 	8.1	 	7.2	 	32.0	 	25.1	 	179.6
	27
	 	4901200702190000285	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 13:05	 	7.7	 	7.1	 	32.0	 	25.7	 	182.9
	28
	 	4901200702190000306	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 13:52	 	8.1	 	7.1	 	32.1	 	25.5	 	181.1
	29
	 	4901200702190000305	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 13:46	 	7.9	 	7.2	 	32.3	 	25.8	 	185.3
	30
	 	4901200702190000297	 	xxx-yyyyyy	 	ES-180-RL-K	 	19-Feb-2007 13:39	 	7.9	 	7.1	 	32.0	 	25.5	 	181.3