GUARANTEE AGREEMENT
Exhibit 10.2
This Agreement (“Agreement”) is entered into as of this 26th day of March
2010 (the “Effective Date”) by and between (i) Evergreen Solar, Inc., having its principal
place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000-0000 XXX (“Evergreen”), and (ii) Ralos
New Energies AG, Xxxxxxxxxxxx Xxxxxxx 000x, 00000 Xxxxxxxxx, Xxxxxxx (“Guarantor”)
pertaining to the Master Supply Agreement entered into between Evergreen and (iii) Ralos Vertriebs
GmbH (“Purchaser”).
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the
Master 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 by the parties
from time to time in 2009 and an Amendment To Master Supply Agreement (the “Amendment”)
dated March 23, 2010 (as so modified by any temporary price adjustments and the Amendment, 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 pending a good faith discussion of possible 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 under invoices listed in Exhibit A are referred to as the
“Product Payments”) plus interest payable thereon as a result of the late payments; and
WHEREAS, Guarantor and Evergreen agree to securities in favour of Evergreen for Product Payments;
NOW, THEREFORE, Evergreen and Guarantor agree as follows:
A-1
AGREEMENT
1 GUARANTEE
(a) Guarantor herewith irrevocably and unconditionally as principal obligor guarantees
and undertakes to pay to Evergreen without delay on Evergreen’s first written demand without any
deduction under any and all circumstances and irrespective of all objections, exceptions or
defenses, from third parties also, the claims of Evergreen referenced in the invoices listed in
Exhibit A and all interest accruing as a result of late payment thereof in accordance with
the Supply Agreement. Guarantor shall remain obliged to perform payment also when Evergreen can
obtain satisfaction by offsetting against Purchaser; Evergreen is not obliged to enforce claims
against Purchaser at first.
(b) Evergreen shall undertake not to demand payment of the claims as long as Purchaser meets
its payment obligations under the Amendment properly.
2 TERM
This Agreement automatically terminates with full satisfaction of all claims listed in
Exhibit A and interest thereon.
3 MISCELLANEOUS
(a) This Agreement contains the entire understanding of the parties with respect to the
subject matter thereof.
(b) This Agreement shall be exclusively governed by German law.
(c) This Agreement may be executed in several counterparts, each of which shall constitute an
original and all of which, when taken together, shall constitute one agreement.
IN WITNESS WHEREOF, the undersigned duly authorized representatives of Evergreen and Guarantor
have executed this Agreement as of the date first referenced above.
| EVERGREEN SOLAR, INC. | RALOS NEW ENERGIES AG | |||||||||
By:
|
/s/ Xxxxx X. Xxxx | By: | /s/ Xxxxxxxx Xxxxxxxx | |||||||
| Print Name: Xxxxx X. Xxxx | Print Name: Xxxxxxxx Xxxxxxxx | |||||||||
| Title: Vice President | Title: CTO | |||||||||
| By: | /s/ X. Xxxxx | |||||||||
| Print Name: X. Xxxxx | ||||||||||
| Title: CEO | ||||||||||
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