EX-10.44 First Amendment entered into January 1, 2010 to the Supply Agreement

EXHIBIT 10.44

*** 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.***

FIRST AMENDMENT TO SUPPLYAGREEMENT

THIS FIRST AMENDMENT TO SUPPLY AGREEMENT (this “First Amendment’’) is made and entered into as of Jan 1,2010 by and between OCI Company Ltd. (f/k/a DC Chemical Co., Ltd.), a corporation duly organized and existing under the laws of the Republic of Korea, with its principal place of business at OCI Building, 50, Sogong-dong Jung-gu, Seoul, 100-718, Republic of Korea (‘OCI”) and Evergreen Solar Inc., a company organized under the laws of Delaware, having its principal place of business at 138 Bartlett street, Marlboro, Massachusetts 01752, U.S.A. (“Buyer’’), for the purpose of amending and supplementing the Supply Agreement dated April, 17, 2007 that was previously entered into by the Parties for the period of the year 2008 through 2014 (the “Original Agreement”).

WHEREAS, the Parties entered into the Amendment to Supply Agreement dared Jan 1,2010, under which both Parties orderly agree to change the quantity, price and advance payment credit respectively;

WHEREAS, the Parties have agreed to make certain changes to the terms and conditions of the Original Agreement; and

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties agree as follows:

1. The table of quantities and prices contained in Section 1.1 (entitled Quantity and Price of Product) of the Original Agreement shall be revised and amended as follows:

Calendar Year Price		Annual Quantity				Price
2009		[****]kgs				US$[****]/kg
2010		[****]kgs				US$[****]/kg
2011		[****]kgs				US$[****]/kg
2012		[****]kgs				US$[****]/kg
2013		[****]kgs				US$[****]/kg
2014		[****]kgs				US$[****]/kg
2015		[****]kgs				US$[****]/kg
Total		[****]kgs				US$[****]/kg

2. To the extent there are any inconsistencies or ambiguities between this First Amendment

and the Original Agreement, the terms of this First Amendment shall supercede those of the Original Agreement.

4. Except as expressly agreed and amended herein, all of the terms and conditions of the

Original Agreement shall continue in full force and effect.

5. This First Amendment shall be governed by and construed and enforced in accordance with the laws of the Republic of Korea, without giving effect to the rules respecting its conflicts of laws principles.

6. This First Amendment may be executed in one or more counterparts, each of which shall be deemed as an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this First Amendment as of the day and year first above written.

OCI Company Ltd.			Evergreen Solar Inc.
By:	/s/ MinKyu Lim		By:	/s/ Richard G. Chleboski
	Name: MinKyu Lim			Name: Richard G. Chleboski
	Title: Executive Vice President			Title: Vice President