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<PAGE>
Exhibit 10.26
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.
NUMBER 267 OF THE ROLE OF DEEDS FOR 2006
AMENDMENT TO THE MASTER JOINT VENTURE AGREEMENT
Q-Cells AG, Guardianstrasse 16, 06766 Thalheim, registered with the
commercial
register of the local court of Stendal under HRB 16621 (hereinafter
also
"Q-CELLS"), Evergreen Solar, Inc. with registered office at 138
Bartlett Street,
Marlboro, Massachusetts 01752, USA, a company duly organised and
existing under
the laws of the state of Delaware, USA, (hereinafter also
"EVERGREEN SOLAR,
INC."), Renewable Energy Corporation ASA, with registered office in
Veritasveien
14, 1323 Hovik, Norway, a company duly organised and existing under
the laws of
Norway (hereinafter also "REC"),REC Solar Grade Silicon LLC, with
registered
office at 3322 Road "N" N.E. Moses Lake, WA 98837 USA, (hereinafter
also "REC
SOLAR GRADE SILICON") and EverQ GmbH, Sonnenallee 14 -18, 06766
Thalheim,
registered with the commercial register of the local court of
Stendal under HRB
4769 (hereinafter also "EVERQ") agree that REC has fulfilled its
obligations
under Section 3.4 of the Master Joint Venture Agreement contained
in the
reference deed 287/2005 (the "MASTER JOINT VENTURE AGREEMENT").
By increasing their respective ownership in EverQ to 33.33% each,
Q-Cells and
REC are exercising the options granted to them under Section 3.5
(c) and 3.5 (d)
of the Master Joint Venture Agreement, respectively.
Against that backdrop, the Master Joint Venture Agreement is hereby
amended as
follows (Sections and Articles refer to the corresponding Section /
Article in
the Master Joint Venture Agreement):
1. In Section 1.2, the following definitions are cancelled:
"Fair Market Price"
"Grant Impunity Notice"
"Q Preferential Offer"
[****]
"REC Option"
"REC Option Exercise Letter"
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-2-
"REC Offer Date"
[****]
2. In Section 1.2, the following definition is reworded as
follows:
"SECOND REC SUPPLY AGREEMENT" shall mean the supply agreement
between REC
Solar Grade Silicon LLC and EverQ dated September 29, 2006.
3. Section 2.2 is hereby cancelled.
4. Section 3.4 is hereby cancelled. The numbers of the remaining
sections of
Article III. shall remain unaffected.
5. Section 3.5 shall be reworded as follows:
"3.5. Further Capacity Expansions and Additional Financing.
(a) It is the intent of the Parties that EverQ shall have an
initial capacity to manufacture 30 MW per year (the "INITIAL
CAPACITY").
The Parties shall use reasonable best efforts to cause EverQ to
achieve the
Initial Capacity as soon as practicable. It is also the intent of
the
Parties that EverQ shall, if economically viable, expand its
manufacturing
capacity to approximately 300 MW (the "CAPACITY EXPANSION").
Without
limiting the foregoing, each of the Parties shall, and shall cause
EverQ to
approve the Capacity Expansion, if economically viable,
and
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