Ex-10.1 Amendment to Master Supply Agreement dated March 26, 2010

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.

AMENDMENT TO MASTER SUPPLY AGREEMENT

     This Amendment (“Amendment”) is entered into as of this 26th of March 2010 to be effective on the date that the Initial Payment as defined below is made to Evergreen (the “Effective Date”) by and between (i) Evergreen Solar, Inc., having its principal place of business at 138 Bartlett Street, Marlboro, MA ###-###-#### USA (“Evergreen”), and (ii) Ralos Vertriebs GmbH, Michelstadt, Germany (“Purchaser”).

     Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Supply Agreement (as defined below).

RECITALS

     WHEREAS, Evergreen and Purchaser entered into that certain Master Supply Agreement dated as of May 21, 2008, which agreement has been modified by temporary price adjustments agreed to be the parties from time to time in 2009 (as so modified by any temporary price adjustments, the “Supply Agreement”);

     WHEREAS, Purchaser requested and Evergreen agrees that the purchase and sale obligations of the parties pursuant to the Supply Agreement requiring Purchaser to order and purchase certain quantities of Product, and requiring Evergreen to ship and sell certain quantities of Product, shall be suspended effective January 1, 2010, pending a good faith discussion of modifications to the Supply Agreement;

     WHEREAS, prior to the suspension of the purchase and sale obligations under the Supply Agreement, Purchaser purchased Products pursuant to the Supply Agreement, as referenced in the invoices listed in Exhibit A, which Purchaser has yet to pay for in accordance with the terms of the Supply Agreement (all amounts payable for Products under invoices listed in Exhibit A-1 (net of credits listed) are referred to as the “Product Payments”); and

     WHEREAS, Purchaser and Evergreen agree that the discussions of modifications that will eventually lead to an early release of Purchaser from its obligation to buy and an early release of Evergreen from its obligations to supply the quantities of Product as agreed in the Supply Agreement and that the Supply Agreement will be modified to allow the continuation of the supply of Product by Evergreen to Purchaser; and

     WHEREAS, the parties wish to formally agree to the suspension of their respective purchase and sale obligations and for payment of overdue invoices on the terms and conditions as set forth herein;

     NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, to be legally bound, Evergreen and Purchaser agree as follows:

AGREEMENT

     1. Upon the execution of this Amendment, the obligations of the Purchaser and Evergreen set forth 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, subject to any changes they may mutually agree to for the obligations contained in these sections; provided that the aforementioned suspension of Purchaser’s obligations shall only continue as long as Purchaser complies with all of the payment obligations under the Supply Agreement as modified by any payment accommodations granted to Purchaser by Evergreen pursuant to Section 4 and Section 5 below.

     2. The Parties agree that as of March 25, 2010, Purchaser has already reduced the sum of overdue Product Payments by [****].

     3. As further payment in full of the Product Payments, Purchaser agrees to make all of the following payments on the following dates to Evergreen by wire transfer per the wire instructions set forth in Exhibit B or to another account as later directed by Evergreen in writing:

     a. A payment of [****] on or before [****] (the “Initial Payment”);

     b. Weekly payments of [****] (“Weekly Payments”), due on or before Friday morning each week commencing on [****] and continuing until the Product Payments are made in full; and

     c. [****]

     d. A final payment of any then remaining Product Payment amounts and interest thereon in accordance with Section 5 shall be paid on or before [****].

     4. Payments will be deemed to have been made on the date that the Purchaser has irrevocably ordered the immediate transfer of funds to Evergreen’s account at which time Purchaser shall provide 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 by Purchaser under the Supply Agreement at any time (with the payment amounts at any given time being determined net of any credit memos issued by Evergreen or invoices properly delivered to Evergreen by Purchaser). Evergreen acknowledges that Purchaser has questioned the calculation of interest by Evergreen under the Supply Agreement and Evergreen agrees that it will revisit any unpaid interest invoices it has provided to date and issue corrected

invoices or credit notes as appropriate to correct any charges that were not properly calculated in accordance with the Supply Agreement. Any dispute regarding the calculation of interest or invoices issued by Ralos to Evergreen will be resolved by mutual agreement between the parties if possible. Purchaser will endeavor to and expects to make a final payment in the remaining amount of any then outstanding Product Payment amounts on or before [****] as set forth in the payment schedule provided to Evergreen by Purchaser. If the final payment of the Product Payments and interest is not made on or before [****], interest on any then outstanding Product Payment amounts shall accrue interest at an annualized rate of [****] compounded monthly, instead of the existing annualized rate of 18%. In all cases, if the applicable interest per the foregoing sentence would exceed the maximum interest allowed by law, the actual interest rate charged shall be the maximum allowed by law.

     6. Interest due on the Product Payments and payments for any other Products purchased by Purchaser shall accrue as agreed in the Supply Agreement but shall be due and payable on the same day as the last payment of the Product Payments pursuant to Section 3.b. or Section 3.c., as the case may be, or upon Purchasers failure to comply with the terms of this Agreement as modified by this Amendment.

     7. Purchaser may make additional payments at any time.

     8. If by [****] Purchaser has paid to Evergreen (as demonstrated by written confirmation from the bank wiring such payments) [****] (inclusive of all payments made pursuant to Sections 2, 3 and 7), Evergreen agrees that Purchaser will have no further payment obligations for the Product Payments and all interest amounts payable thereon shall be irrevocably waived.

     9. Evergreen shall be granted reasonable access to the books and records of Purchaser (during normal business hours and after reasonable notice to Purchaser) to ensure that payments are being made in accordance with the terms of Section 3.c. and to generally assure Evergreen of Purchaser’s financial status. In addition, Ralos will provide Evergreen with weekly updates regarding the status of installations, project sales and cash flow and liquidity in a form the parties reasonably agree.

     10. Pending the suspension of obligations pursuant to Section 1 above, the parties may agree to the purchase and sale of additional Product under the Supply Agreement, but the price, order and fulfillment terms of any such purchases shall be determined based on written purchase orders and order confirmations associated with any such purchases. In the event of any such purchases, the other terms for such purchases not specified in the purchase orders or order confirmations shall be based 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 provide Evergreen with payment security for Purchaser’s payment obligations in the form of (a) a guarantee from Purchaser’s parent company, Ralos New Energies AG and (b) assignments of receivables, chattel mortgages and guarantees in an amount sufficient to secure the payments due from Purchaser to Evergreen. Evergreen understands that its interests in receivables will be and personal property may be subordinate to the interests of commercial lending institutions

presently negotiating security interests with Purchaser in connection with commercial banking relationships. Such assignments, chattel mortgages and guarantees shall be provided or made to Evergreen on commercially standard terms and conditions within no more than two weeks following the consummation of Purchaser’s new commercial banking arrangements.

     12. Purchaser and Evergreen agree to endeavor to work together in good faith so that up to [****] of the Products might be purchased by Purchaser or an affiliate pursuant to the Agreement [****] by Purchaser, an affiliate of the Purchaser or a third party. The additional details regarding the ordering and delivery of the Products for [****] will be determined in good faith by the parties. Evergreen acknowledges that Purchaser’s ability to use the Product [****] is contingent on a number of factors, including the financing terms. The parties will endeavor to determine other projects that may benefit from the combination of Ralos’s expertise and Evergreen’s industry leading products.

     13. The Supply Agreement, as modified by this Amendment, contains the entire understanding of the parties with respect to the subject matter thereof and hereof and supersedes all prior agreements relating thereto, written or oral, between the parties. Except as and to the extent expressly modified by this Amendment, the rights and obligations of Evergreen and Purchaser set forth in the Supply Agreement and the schedules thereto shall remain in full force and effect in all respects. In the event of a conflict or inconsistency between this Amendment and Supply Agreement and the schedules thereto and exhibits hereo, the provisions of this Amendment shall govern. In the event that Purchaser fails to comply with the payment terms of the Supply Agreement as modified by this Amendment, the payment terms of the Supply Agreement shall revert to the payments 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 with this Amendment and as long as Purchaser meets its payment obligations for any other sales of Product agreed to after the date of this Amendment, Evergreen will refrain from asserting any claims for breaches or defaults by Purchaser which occurred prior to the date hereof under the Agreement. Purchaser agrees and acknowledges that it presently has no claims against Evergreen for any breach or default under the Agreement.

     15. This Amendment may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

[signatures next page]

     IN WITNESS WHEREOF, the undersigned duly authorized representatives of Evergreen and Purchaser have 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

EXHIBIT A

Invoice List

Doc Nbr		Posting Date		Due Date		EuroAmt in Doc
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