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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Evergreen Solar, Inc. (MM) | NASDAQ:ESLRD | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.25 | 0 | 01:00:00 |
John R. Utzschneider, Esq.
J.Q. Newton Davis, Esq. Bingham McCutchen LLP One Federal Street Boston, MA 02110 (617) 951-8000 |
Christian M. Ehrbar, Esq.
General Counsel and Corporate Secretary Evergreen Solar, Inc. 138 Bartlett Street Marlboro, Massachusetts 01752 (508) 357-2221 |
John A. Fore, Esq.
Wilson Sonsini Goodrich & Rosati, Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 (650) 493-9300 |
Transaction Valuation (1) | Amount of Filing Fee (2) | ||||
$208,000,000 (3) | $14,830.40 | ||||
$165,000,000 (4) | $11,764.50 | ||||
(1) | Estimated for purposes of calculating the amount of the filing fee only. This tender offer statement relates to the exchange by Evergreen Solar, Inc. of up to $100,000,000 aggregate principal amount of its new 4.0% Convertible Subordinated Additional Cash Notes due 2020 for up to $200,000,000 of its currently outstanding 4.0% Senior Convertible Notes due 2013 and up to $165,000,000 aggregate principal amount of its new 7.5% Convertible Senior Secured Notes due 2017 for up to $165,000,000 of its currently outstanding 13.0% Convertible Senior Secured Notes due 2015. | |
(2) | The registration fee has been calculated pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended, by multiplying the Transaction Valuation by .0000713. | |
(3) | Represents the value of the amount of 4.0% Senior Convertible Notes due 2013 that the issuer may receive from tendering holders in the exchange offers described herein. | |
(4) | Represents the value of the amount of 13% Convertible Senior Secured Notes due 2015 that the issuer may receive from tendering holders in the exchange offers described herein. |
þ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid:
|
$ | 26,594.90 | Filing Party: | Evergreen Solar, Inc. | ||||
Form or Registration No.:
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S-4 | Date Filed: | December 6, 2010 | |||||
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Amount Previously Paid:
|
$ | 570.40 | Filing Party: | Evergreen Solar, Inc. | ||||
Form or Registration No.:
|
S-4/A | Date Filed: | December 22, 2010 |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
o | third-party tender offer subject to Rule 14d-1. | ||
þ | issuer tender offer subject to Rule 13e-4. | ||
o | going-private transaction subject to Rule 13e-3. | ||
o | amendment to Schedule 13D under Rule 13d-2. |
(a) | Name and Address. The issuer is Evergreen Solar, Inc., a Delaware corporation, with its principal executive offices located at 138 Bartlett Street, Marlboro, Massachusetts 01752; telephone number (508) 357-2221. | ||
(b) | Securities. The subject class of securities are (i) the Existing 4% Notes and (ii) the Existing 13% Notes. As of the date of this filing, $249,207,000 aggregate principal amount of the Existing 4% Notes were outstanding and $165,000,000 aggregate principal amount of the Existing 13% Notes were outstanding. | ||
(c) | Trading Market and Price. Neither the Existing 4% Notes nor the Existing 13% Notes are listed on any national securities exchange and, to the knowledge of the Company, there is no established trading market for the Existing 4% Notes or the Existing 13% Notes. The information in the Registration Statement under the heading Price Range of Common Stock is incorporated herein by reference. |
(a) | Name and Address. The filing person is Evergreen Solar, Inc., a Delaware corporation, with its principal executive offices located at 138 Bartlett Street, Marlboro, Massachusetts 01752; telephone number (508) 357-2221. |
Name | Position | |
Michael El-Hillow
|
President, Chief Executive Officer and Director | |
Donald
W. Reilly
|
Chief Financial Officer | |
Richard G. Chleboski
|
Vice President, Strategy and Business Development | |
Christian M. Ehrbar
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Vice President, General Counsel and Corporate Secretary | |
Dr. Lawrence Felton
|
Chief Technical Officer | |
Henry Ng
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Vice President and General Manager, China Manufacturing | |
Gary T. Pollard
|
Vice President, Human Resources | |
Carl Stegerwald
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Vice President, Construction Management and Facilities Engineering | |
Daniel Welch
|
Vice President and General Manager, US Manufacturing | |
Peter Rusch
|
Vice President, Global Sales | |
Ian Gregory
|
Senior Director, Marketing | |
Edward C. Grady
|
Chairman of the Board of Directors | |
Tom L. Cadwell
|
Director | |
Allan H. Cohen
|
Director | |
Dr. Peter W. Cowden
|
Director | |
Dr. Susan F. Tierney
|
Director |
(a) | Material Terms. The information in the Prospectus under the headings Summary, Description of the Exchange Offers and Consent Solicitation, Description of the Proposed Amendments, Description of New 4% Notes, Description of New 7.5% Notes, Description of Material Differences Between the New 4% Notes and Existing 4% Notes, Description of Material Differences Between the New 7.5% Notes and Existing 13% Notes and Material U.S. Federal Income Tax Considerations is incorporated herein by reference. | ||
(1) | Tender Offers. |
(i) | The information in the Prospectus under the headings Summary and Description of the Exchange Offers and Consent Solicitation is incorporated herein by reference. | ||
(ii) | The information in the Prospectus under the headings Summary and Description of the Exchange Offers and Consent Solicitation is incorporated herein by reference. | ||
(iii) | The information in the Prospectus under the headings Summary and Description of the Exchange Offers and Consent Solicitation is incorporated herein by reference. | ||
(iv) | Not Applicable. | ||
(v) | The information in the Prospectus under the headings Summary and Description of the Exchange Offers and Consent Solicitation is incorporated herein by reference. | ||
(vi) | The information in the Prospectus under the headings Summary and Description of the Exchange Offers and Consent Solicitation is incorporated herein by reference. | ||
(vii) | The information in the Prospectus under the heading Description of the Exchange Offers and Consent Solicitation is incorporated herein by reference. | ||
(viii) | The information in the Prospectus under the heading Description of the Exchange Offers and Consent Solicitation is incorporated herein by reference. | ||
(ix) | Not Applicable. | ||
(x) | The information in the Prospectus under the headings Summary, Description of the Exchange Offers and Consent Solicitation, Description of Material Differences Between the New 4% Notes and Existing 4% Notes and Description of Material Differences Between the New 7.5% Notes and Existing 13% Notes is incorporated herein by reference. | ||
(xi) | The information in the Prospectus under the heading Capitalization, Unaudited Pro Forma Financial Data and Description of the Exchange Offers and Consent Solicitation is incorporated herein by reference. | ||
(xii) | The information in the Prospectus under the headings Description of the Exchange Offers and Consent Solicitation and Material U.S. Federal Income Tax Considerations is incorporated herein by reference. |
(2) | Mergers or Similar Transactions . Not Applicable. |
(b) | Purchases. None of the Companys officers, directors or affiliates hold any of the Existing 4% Notes or the Existing 13% Notes and, therefore, no Existing 4% Notes or Existing 13% Notes will be purchased from any officer, director or affiliate of the Company in connection with the Exchange Offers. |
(e) | Agreements Involving the Subject Companys Securities. |
(a) | Purposes. The information in the Prospectus under the heading Summary is incorporated herein by reference. | ||
(b) | Use of Securities Acquired. The Company will cancel and retire up to $200,000,000 aggregate principal amount of the Existing 4% Notes and all of the Existing 13% Notes acquired in the transaction . | ||
(c) | Plans. |
(1) | The 1-for-6 reverse stock split previously approved by its stockholders at the Companys annual meeting on July 27, 2010 became effective on January 1, 2011. ESLR1, LLC, which currently provides a guaranty with respect to the Existing 13% Notes, will be merged with and into the Company prior to any issuance of the New 7.5% Notes, which means that as of the issuance date, none of the Companys subsidiaries will provide a guaranty of the New 7.5% Notes. | ||
(2) | ESLR1, LLC will be merged with and into the Company prior to the issuance of any New 7.5% Notes. In connection with such merger, the assets of ESLR1, LLC will be transferred to the Company. | ||
(3) | The information in the Prospectus under the headings Summary and Risk Factors is incorporated herein by reference. | ||
(4) | Donald W. Reilly was appointed as Chief Financial Officer of the Company on January 12, 2011. Paul Kawa has resumed his responsibilities as the Companys Corporate Controller. | ||
(5) | None. | ||
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(6) | On July 1, 2010, the Company received a deficiency letter from The Nasdaq Global Market stating that, based on the closing bid price of its common stock for the 30 consecutive business days preceding such date, the Company no longer meets the minimum $1.00 per share requirement for continued listing on The Nasdaq Global Market under Marketplace Rule 5450(a)(1). The Company submitted an application to Nasdaq to move its common stock from The Nasdaq Global Market to The Nasdaq Capital Market and this move became effective on December 29, 2010. By switching markets, the Company will have an additional 180-day grace period to regain compliance with the minimum bid price rule. On January 18, 2011, Nasdaq notified us that we have regained compliance with the minimum bid price rule and the matter is now closed. | ||
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(7) | None. | ||
(8) | None. | ||
(9) | The Company maintains three stock purchase and/or option plans: the 1994 Stock Option |
Plan, the Amended and Restated 2000 Stock Option and Incentive Plan and the Amended and Restated 2000 Employee Stock Purchase Plan. The Company may issue securities in each of these plans from time to time. | |||
(10) | None. |
(a) | Source of Funds. The consideration to be used in the Exchange Offers consists of the New 4% Note and the New 7.5% Notes. If $200,000,000 aggregate principal amount of the Existing 4% Notes are tendered and accepted for exchange, an aggregate principal amount of $100,000,000 of the New 4% Notes will be issued and, if all of the Existing 13% Notes are tendered and accepted for exchange, an aggregate principal amount of $165,000,000 of the New 7.5% Notes will be issued. The Company expects to pay fees and expenses in connection with the Exchange Offers from the Companys working capital. | ||
(b) | Conditions. Not applicable. | ||
(d) | Borrowed Funds. Not applicable. |
(a) | Securities Ownership. None. | ||
(b) | Securities Transactions. None. |
(a) | Solicitations or Recommendations. The information in the Prospectus under the headings Summary, Description of the Exchange Offers and Consent SolicitationOther Fees and Expenses, Description of the Exchange Offers and Consent SolicitationExchange Agent and Description of the Exchange Offers and Consent SolicitationDealer Manager and Solicitation Agent is incorporated herein by reference. |
(a) | Financial Information. |
(1) | The audited consolidated financial statements of the Company set forth on pages F-1 through F-37 in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2009. | ||
(2) | The audited and unaudited financial statements of Sovello AG as set forth as Exhibits 99.1 and Exhibit 99.2 in the Companys Amended Annual Report on Form 10-K/A for the fiscal year ended December 31, 2009. | ||
(3) | The unaudited condensed consolidated financial statements of the Company set forth on pages 3 through 25 in the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended October 2, 2010. | ||
(4) | The information in the Prospectus under the heading Ratio of Earnings to Fixed Charges. | ||
(5) | The book value per share as of October 2, 2010 was $1.67 (or approximately $10.02 per share after giving effect to the 1-for-6 reverse stock split). |
(b) | Pro Forma. The information in the Prospectus under the heading Capitalization and Unaudited Pro Forma Financial Data is incorporated herein by reference. |
(a) | Agreements, Regulatory Requirements and Legal Proceedings. |
(1) | None. | ||
(2) | The Company is required to comply with federal and state securities laws and tender offer rules. | ||
(3) | Not applicable. | ||
(4) | Not applicable. | ||
(5) | None. |
(b) | Other Material Information. The information in the Prospectus and Letter of Transmittal is incorporated herein by reference. |
(a)(1)(A)*
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Letter of Transmittal and Consent. | |
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(a)(1)(B)*
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
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(a)(1)(C)*
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Letter to Clients. | |
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(a)(1)(D)
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Amended and Restated Letter of Transmittal. | |
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(a)(1)(E)
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Amended and Restated Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.. | |
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(a)(1)(F)
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Amended and Restated Letter to Clients. | |
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(a)(2)
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None. | |
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(a)(3)
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None. | |
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(a)(4)(A)
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Prospectus dated January 3, 2011 (incorporated herein by reference to the Companys Prospectus filed with the Commission on January 3, 2011 pursuant to Rule 424(b) and forming a part of the Companys Registration Statement on Form S-4, File No. 333-171001). | |
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(a)(4)(B)
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Preliminary Prospectus dated January 26, 2011 (incorporated herein by reference to the Companys Preliminary Prospectus filed with the Commission on January 26, 2011 forming a part of the Companys Post-Effective Amendment No. 1 to the Registration Statement on Form S-4, File No. 333-171001). | |
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(a)(5)
|
Press Release issued December 6, 2010 (filed by the Company pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 13e-4(c) of the Securities Exchange Act of 1934, as amended, and incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form 8-K filed with the Commission on December 6, 2010, File No. 000-31687). | |
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(a)(6)
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Press Release issued January 3, 2011 (filed by the Company pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 13e-4(c) of the Securities Exchange Act of 1934, as amended, and incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form 8-K filed with the Commission on January 3, 2011, File No. 000-31687). | |
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(b)
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None. | |
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(d)(1)
|
Indenture, dated July 2, 2008, by and between Evergreen Solar, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K, filed with the Commission on July 7, 2008, File No. 000-31687). | |
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(d)(2)
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First Supplemental Indenture, dated July 2, 2008, by and between Evergreen Solar, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K, filed with the Commission on July 7, 2008, File No. 000-31687). | |
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(d)(3)
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Indenture, dated April 26, 2010 by and among Evergreen Solar, Inc., the guarantors named therein and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K, filed with the Commission on April 27, 2010, File No. 000-31687). | |
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(d)(4)
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Pledge and Security Agreement, dated as of April 26, 2010, by and among Evergreen Solar, Inc., the guarantors named therein and U.S. Bank National Association, as Collateral Agent (incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K, filed with the Commission on April 27, 2010, File No. 000-31687). | |
(d)(5)
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Collateral Trust Agreement, dated April 26, 2010 by and among Evergreen Solar, Inc., the guarantors named therein, U.S. Bank National Association, as Trustee and U.S. Bank National Association, as Collateral Agent (incorporated by reference to Exhibit 4.3 to the Companys Current Report on Form 8-K, filed with the Commission on April 27, 2010, File No. 000-31687). | |
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(d)(6)
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Form of Amended and Restated Pledge and Security Agreement (incorporated by reference to Exhibit 4.10 of the Post-Effective Amendment No. 1 to the Registration Statement on Form S-4, File No. 333-171001). | |
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(d)(7)
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Form of Amended and Restated Collateral Trust Agreement (incorporated by reference to Exhibit 4.11 of the Post-Effective Amendment No. 1 to the Registration Statement on Form S-4, File No. 333-171001). | |
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(g)
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None. | |
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(h)
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Tax Opinion of Bingham McCutchen LLP (incorporated by reference to Exhibit 8.1 of the Registration Statement on Form S-4 filed December 22, 2010, File No. 333-171001). | |
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EVERGREEN SOLAR, INC. | ||||||
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Dated:
January 26, 2011
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By: | /s/ Michael El-Hillow | ||||
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Name: |
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Title: | President and Chief Executive Officer |
Exhibit | ||
Number | Description | |
(a)(1)(A)*
|
Letter of Transmittal and Consent. | |
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||
(a)(1)(B)*
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
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||
(a)(1)(C)*
|
Letter to Clients. | |
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||
(a)(1)(D)
|
Amended and Restated Letter of Transmittal. | |
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||
(a)(1)(E)
|
Amended and Restated Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.. | |
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(a)(1)(F)
|
Amended and Restated Letter to Clients. | |
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(a)(2)
|
None. | |
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(a)(3)
|
None. | |
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(a)(4)(A)
|
Prospectus dated January 3, 2011 (incorporated herein by reference to the Companys Prospectus filed with the Commission on January 3, 2011 pursuant to Rule 424(b) and forming a part of the Companys Registration Statement on Form S-4, File No. 333-171001). | |
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(a)(4)(B)
|
Preliminary Prospectus dated January 26, 2011 (incorporated herein by reference to the Companys Preliminary Prospectus filed with the Commission on January 26, 2011 forming a part of the Companys Post-Effective Amendment No. 1 to the Registration Statement on Form S-4, File No. 333-171001). | |
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(a)(5)
|
Press Release issued December 6, 2010 (filed by the Company pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 13e-4(c) of the Securities Exchange Act of 1934, as amended, and incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form 8-K filed with the Commission on December 6, 2010, File No. 000-31687). | |
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(a)(6)
|
Press Release issued January 3, 2011 (filed by the Company pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 13e-4(c) of the Securities Exchange Act of 1934, as amended, and incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form 8-K filed with the Commission on January 3, 2011, File No. 000-31687). | |
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(b)
|
None. | |
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(d)(1)
|
Indenture, dated July 2, 2008, by and between Evergreen Solar, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K, filed with the Commission on July 7, 2008, File No. 000-31687). | |
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(d)(2)
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First Supplemental Indenture, dated July 2, 2008, by and between Evergreen Solar, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K, filed with the Commission on July 7, 2008, File No. 000-31687). | |
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(d)(3)
|
Indenture, dated April 26, 2010 by and among Evergreen Solar, Inc., the guarantors named therein and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K, filed with the Commission on April 27, 2010, File No. 000-31687). | |
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(d)(4)
|
Pledge and Security Agreement, dated as of April 26, 2010, by and among Evergreen Solar, Inc., the guarantors named therein and U.S. Bank National Association, as Collateral Agent (incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K, filed with the Commission on April 27, 2010, File No. 000-31687). | |
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(d)(5)
|
Collateral Trust Agreement, dated April 26, 2010 by and among Evergreen Solar, Inc., the guarantors named therein, U.S. Bank National Association, as Trustee and U.S. Bank National Association, as Collateral Agent (incorporated by reference to Exhibit 4.3 to the Companys Current Report on Form 8-K, filed with the Commission on April 27, 2010, File No. 000-31687). | |
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(d)(6)
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Form of Amended and Restated Pledge and Security Agreement (incorporated by reference to Exhibit 4.10 of the Post-Effective Amendment No. 1 to the Registration Statement on Form S-4, File No. 333-171001). | |
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(d)(7)
|
Form of Amended and Restated Collateral Trust Agreement (incorporated by reference to Exhibit 4.11 of the Post-Effective Amendment No. 1 to the Registration Statement on Form S-4, File No. 333-171001). | |
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(g)
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None. | |
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(h)
|
Tax Opinion of Bingham McCutchen LLP (incorporated by reference to Exhibit 8.1 of the Registration Statement on Form S-4 filed December 22, 2010, File No. 333-171001). | |
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