exv10w4







Exhibit 10.4




PROMISSORY NOTE




			
	 
	 	Date of Issuance
	$7,800,000
	 	April 29, 2010






          FOR VALUE RECEIVED, Jiawei Solarchina Co., Ltd., a Hong Kong corporation (the “Borrower”),
hereby promises to pay to the order of Evergreen Solar, Inc., a Delaware corporation (the “Lender”), the principal sum of Seven Million Eight Hundred Thousand United
States Dollars (US$7,800,000.00), together with interest thereon from the date of this Note.
Interest shall accrue at a rate of seven and one-half percent (7.5%) per annum, compounded
semi-annually; provided that the interest rate will be adjusted to correspond with the rate
applicable to the to Lender’s obligation to purchase shares in Evergreen Solar (China) Co., Ltd.
from by Hubei Science & Technology Investment Co. (“HSTIC”) (with the effective date of any change
in the rate under this note to be the same as the effective date of the change to the HSTIC loan
rate). Any principal amount not converted into Equity Securities (as defined below) as permitted
pursuant to the terms of this Note, the principal and accrued interest shall be due and payable by
Borrower on April 30, 2015.



1. Payment. All payments shall be made in lawful money of the United States of America at
the principal office of the Borrower, or at such other place as the holder hereof may from time to
time designate in writing to the Borrower. Payment shall be credited first to Costs (as defined
below), if any, then to accrued interest due and payable and the remainder applied to principal.
Prepayment of principal, together with accrued interest, may be made after providing sixty (60)
days written notice to Lender. The holder hereby waives demand, notice, presentment, protest and
notice of dishonor. All payments made pursuant to this Note shall be made in United States Dollars.



2. Security and Guarantee. This Note is intended to be secured by a security agreement to
be negotiated and agreed between Borrower and Lender whereby Borrower shall pledge plant and
equipment of adequate value to secure Borrower’s repayment obligation hereunder. Borrower and
Lender shall negotiate and agree to the terms of such security agreement immediately following the
repayment of Lender’s currently existing loan from Hubei Science and Technology Investment Co.
Borrower agrees to meet its commitment to provide a Guarantee as set forth in its loan application.



3. Representations and Warranties of the Borrower. In connection with the transactions
provided for herein, the Borrower hereby represents and warrants to the Lender that he Borrower is
duly organized, validly existing and in good standing under the laws of Hong Kong and has all
requisite corporate power and authority to carry on its business as now conducted. The Borrower is
duly qualified to transact business and is in good standing in each jurisdiction in which the
failure to so qualify would have a material adverse effect on its business or properties.



4. Conversion of the Note. The Lender has option of converting the note amount up to Five
Million Dollars ($5,000,000.00), in the aggregate, of the note to capital stock or other securities
of Borrower at any time of prior to the repayment of the note, including after receipt of notice of
early repayment. The parties agree to negotiate in good faith and in a timely manner to establish
the details of this conversion right, including, among other relevant concerns, the process for
providing the Lender with sufficient information necessary to make a conversion decision and the
basis for calculating the amount of securities that will be provided to the Lender





 









 







upon conversion,
which may include reference to the price of the applicable securities being sold to third parties
or the price paid for securities in connection with an acquisition of the Borrower by means of a
merger, consolidation, share exchange or other similar transaction or series of related
transactions or in connection with a public offering of shares, and terms related to the execution
of agreements (in a form customary and reasonable) relating to the acquisition of securities upon
conversion, which may include registration, co sale, rights of first refusal, rights of first offer
and voting rights, relating to such securities.



5. Application of Note Amount to Acquisition of Jiawei Solar (Wuhan) Co., Ltd. If Lender
elects to or is required to acquire Jiawei Solar (Wuhan) Co., Ltd. as a result of the put or call
option provided for in Section 3.3.a. or 3.4.a. of the Manufacturing Services Agreement dated July
14, 2009 among Lender, Borrower and their affiliates, then the unpaid principal amount and accrued
interest under this Note may be applied at the option of Lender to pay amounts required to be paid
by Lender to Borrower.



6. Miscellaneous.



6.1 Successors and Assigns. Except as otherwise provided herein, the terms and conditions
of this Note shall inure to the benefit of and be binding upon the respective successors and
assigns of the parties. Nothing in this Note, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns any rights,
remedies, obligations or liabilities under or by reason of this Note, except as expressly provided
in this Note.



6.2 Governing Law. This Note shall be governed by and construed under the laws of the
Commonwealth of Massachusetts as applied to agreements among Massachusetts residents, made and to
be performed entirely within the Commonwealth of Massachusetts.



6.3 Titles and Subtitles. The titles and subtitles used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this Note.



6.4 Notices. All notices and other communications given or made pursuant hereto shall be
in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be
notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business
hours of the recipient; if not, then on the next business day, (iii) five (5) days after having
been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one
(1) day after deposit with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt.



6.5 Expenses. If any action at law or in equity is necessary to enforce or interpret the
terms of this Note, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and
necessary disbursements in addition to any other relief to which such party may be entitled.



6.6 Severability. If one or more provisions of this Note are held to be unenforceable
under applicable law, such provision shall be excluded from this Note and the balance of the Note
shall be interpreted as if such provision were so excluded and shall be enforceable in accordance
with its terms.



6.7 Covenants of the Borrower to Deliver Information and Financial Statements. The
Borrower shall deliver to Lender such financial statements or information as the Borrower provides
to its stockholders simultaneously with the delivery thereof to the stockholders.





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6.8 Further Assurance. From time to time, the Borrower shall execute and deliver to Lender
such additional documents and shall provide such additional information to the Lender as Lender may
reasonably require to carry out the terms of this Note, and any agreements executed in connection
herewith, and to be informed of the financial and business conditions and prospects of the
Borrower.



6.9 Waiver of Jury Trial. TO THE EXTENT EACH MAY LEGALLY DO SO, EACH PARTY HERETO HEREBY
EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR
PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS NOTE, OR IN ANY WAY CONNECTED WITH, OR RELATED TO,
OR INCIDENTAL TO, THE DEALING OF THE PARTIES HERETO WITH RESPECT TO THIS NOTE, OR THE TRANSACTIONS
RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF
WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. TO THE EXTENT EACH MAY LEGALLY DO SO, EACH PARTY
HERETO HEREBY AGREES THAT ANY SUCH CLAIM, DEMAND, ACTION OR PROCEEDING SHALL BE DECIDED BY A COURT
TRIAL WITHOUT A JURY AND THAT EITHER PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF
THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF ANY OTHER PARTY HERETO TO THE
WAIVER OF ITS RIGHT TO TRIAL BY JURY.



6.10 Set-Off. Lender may set-off any payments owed to it by Borrower against any payment
obligations of Lender to Borrower under this Note or any other agreement.



6.11 Entire Agreement; Amendments and Waivers. This Note and the other documents delivered
pursuant hereto constitute the full and entire understanding and agreement between the parties with
regard to the subjects hereof and thereof. Any term of this Note may be amended and the observance
of any term may be waived (either generally or in a particular instance and either retroactively or
prospectively), with the written consent of the Borrower and the Lender. Any waiver or amendment
effected in accordance with this Section shall be binding upon each future holder of all such
securities, and the Borrower.




     IN WITNESS WHEREOF the duly undersigned authorized representative of Borrower has executed and
delivered this Note as of the date of Issuance referenced above.



	 	 	 	 	 
	 	JIAWEI SOLARCHINA CO., LTD.

 	 
	 	By:  	/s/ D. Kongxian
 	 
	 	 	 	 
	 	 	Ding Kongxian

 CEO

Chairman & CEO 	 
	 



	 	 	 	 	 
	ACKNOWLEDGED AND AGREED:




EVERGREEN SOLAR, INC.

 	 	 
	By:  	/s/ Michael El-Hillow
 	 	 
	 	Chief Financial Officer 	 	 
	 	 	 	 



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