Banque Cantonale de Genève CONSTRUCTION LOAN AGREEMENT BCGE Simplissimo between
Banque
Cantonale de Genève
BCGE
Simplissimo
between
| SES Société d’Energie Solaire SA | Xxxxx xx Xxxxx-Xxxxxx 000, 0000 Xxxx-xxx-Xxxxxx |
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Joint
and several liability:
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In
case of several obligors, all the obligors shall be jointly and severally
liable, in accordance with Art. 143 seq
CO.
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(hereinafter
the « debtor(s) »)
and
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Banque
Cantonale de Genève
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Quai
de l’Ile 17, 1204 Geneva
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(hereinafter
the « bank »)
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Purpose:
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Financing
of the construction of a manufacturing facility located at xxxxxx
xx
Xxxxx-xxx-Xxxxxx 00,
Xxxx-xxx-Xxxxxx.
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Loan
Limitation:
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CHF
8,500,000.00 (Swiss Francs eight million five hundred
thousand)
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Use:
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In
account-receivables, reference of which shall be subsequently communicated
to the debtor(s).
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Interest
rate:
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3.500%
per year, to the extent of the loan limitation, variable at any time,
especially subject to the market
conditions.
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Commission:
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0.250%
per quarter, based on the maximum amount borrowed during each
quarter.
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File
expenses:
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CHF
8,500 to be deducted from the
account-receivables.
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Billing:
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The
interests, commissions and the expenses are computed and accounted
for
each quarter.
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Collateral:
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Fiduciary
assignment with full property rights of a 2nd
lien exclusive mortgage certificate established to the borrower in
the
value of CHF 9,000,000.00, ranking after the permanent and distinct
1st
lien of CHF 216,192.20, established over the right of surface, entered
into the land register, feuillet 6786, secured by parcel N° 6708 in the
Municipality of Plan-les-Ouates, pursuant to the fiduciary assignment
attached herewith.
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The
debtor(s) acknowledge their joint and several liabilities in connection
with the mortgage certificate, which are fiduciary assigned with
full
ownership rights to the bank as a guarantee for the granted
loan.
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Maturity:
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At
the end of the construction, but not later than December 31, 2008,
the
bank will consider, notably based upon an expertise and the end of
the
construction certificate, converting this loan into the mortgage
certificates [secured by the manufacturing
facility].
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Notwithstanding
the fixed maturity date, this loan can be terminated by any party,
in
accordance with the [bank’s] general
conditions
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Other
Conditions:
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The
amount of this loan is based upon a temporary financing plan, a copy
of
which needs to be provided to the bank, estimating the global cost
of CHF
14,000,000.00.
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Balance
of CHF 5,000,000.00 is to be paid to the [operating/construction]
account
to be opened or to be evidenced before the use of the
financing.
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If
the project suffers any technical or financial modifications, the
appointed architect, Arca’M Architecture SA and the debtor(s) shall have
an obligation to inform the bank as soon as
practicable.
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During
the construction works, the facility under construction shall be
sufficiently and permanently insured against fire and floats by an
insurance company having its registered domicile in Switzerland.
The
debtor(s) shall provide the bank with the progressive insurance policy
covering the construction.
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Any
modification of the contract or any delay in the premium payments
at the
maturity shall be notified to [the
bank.]
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Miscellaneous:
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The
loan shall be released upon the delivery and definitive entry into
force
of a construction authorization, a copy of which shall be provided
to the
bank.
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Financial
information:
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The
debtor(s) shall provide the bank, not later than six months after
the
close of the fiscal year, a copy of its(their) balance sheet together
with
the audit report, duly dated and signed, the first time on June 30,
2008.
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Delivery
of the loaned funds:
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This
funds shall be used during the advance of the construction works
to pay
the expenses incurred by the contractors, which shall be issued and
signed
by the architect in charge of the construction works as well as by
the
debtor(s).
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In
order to allow a precise control of payments, the architect in charge
shall provide a list of the contractors, duly dated and signed by
such
architect and the debtor(s), to the
bank.
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Other
contractual basis:
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For
the rest, this contract is governed by the following documents annexed
to
it, which are an integral party of it and which should be returned
to the
bank duly dated and signed:
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| · |
General
conditions,
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| · |
Special
conditions applicable to the transactions secured by an immovable
property,
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| · |
Fiduciary
guarantee assignment in ownership,
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| · |
Deed
of opening of the construction loan,
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| · |
Assignment
of leases.
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Other
documents to be provided to the bank:
| · |
Copy
of the definitive financing plan,
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| · |
Copy
of the list of the contractors,
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| · |
Copy
of the lease agreements, as they are
established.
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Other
provisions:
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This
financing shall be used upon the valid constitution of the required
guarantees and compliance with the [provisions of this
contract].
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The
bank shall deduct from the repayment of the loan the administrative
expenses deriving from it.
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Notices:
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Any
correspondence in connection with the present financing shall be
delivered
to:
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SES
Société d’Energie Solaire SA
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| Attention: Xxx. Xxxxxxxx Xxxxxxxxxx |
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Xxxxx
Xxxxx-Xxxxxx 000
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0000
Xxxx-xxx-Xxxxxx
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Acceptance
deadline:
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To
enter into force, this contract and its annexes must be returned
to the
bank by December 14, 2007.
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The
provisions and the conditions of the present contract modify for
the
future the provisions and the conditions of the preceding
contract.
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The
signing persons have taken knowledge of all the pages of the present contract,
as well as the general conditions of the bank, and accept the contractual
provisions set forth by these documents.
Geneva,
November 13, 2007
| Banque Cantonal de Genève | The debtor(s) |
| Tanguy de Jaegere Xxxxxx Xxxxxx | SES Société d’Energie Solaire SA |
| Member of Direction Officer | |
| (signed) (signed) | (signed by X. Xxxxxxxxxx and X. Xxxx) |
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Plan-les-Ouates,
November 13, 2007
(place
and date)
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