Contract
| LOAN AGREEMENT N 045-KB/2002 St.Petersburg "___" "________________ 2002 Saint Petersburg Joint Stock Bank Tavricheskiy (Open Joint Stock Company), hereinafter refered to as "the Bank", represented by the Chief of Credit department Xx Xxxxxxxx X. Skaruk, acting on the basis of the power of attorney No 54 of November 23, 2000, and ENER1 USA INCORPORATED, hereinafter referred to as "the Borrower", represented by the corporation director Mr Xxxx Xxx, acting on the basis of the Charter, concluded the present Agreement as follows: 1. SUBJECT OF THE AGREEMENT 1.1 Under the present Agreement the Bank is obliged to transfer to the Borrower funds in amount of 1,200,000 (One million two hundred thousand) US dollars, and the Borrower is obliged to pay back the specified amount of the loan and the relevant interests on it under the terms of the present Agreement. 2. THE BORROWER IS OBLIGED 2.1. To repay the loan amount not later than August 20, 2004. 2.2. To pay the Bank interests on the loan amount outstanding quarterly not late than 28th (twenty eigth) of the last month of the quarter at the rate of 8 (eight) per cent calculated annually. The final interest payment is due to with the last installment of the loan return. Calculation of interests is effected up to the day of entire execution of obligations under the present Agreement (clause 3.9) 2.3. To provide the Bank with all the required Agreements, contracts, information on all bank accounts available, financial statements etc), that can disclose financial situation of the Borrower, within two days on receiving the Bank's request. The above-mentioned information should be submitted to the Bank in written form unless other is specified. 2.4. Not to assign rights and liabilities under the present Agreement to any third persons without the Bank's consent. 2.5. To inform the Bank of making any amendments to the statutory documentation of the Borrower, changes in number of shareholders and their shares and those who auou have signed the loan documents on behalf of the company. Information (confirming documentation) is due to be presented to the Bank in written form, notary certified within 3 (three) days on making the above amendments (registration). 3.TERMS OF THE LOAN GRANTING, LOAN REPAYMENT AND INTEREST PAYMENTS 3.1. The loan amount is to be transmitted to the foreign currency account of the Borrower (clause 6.2). 3.2. Interest payments on the loan amount outstanding are to be paid from the date of remittance of funds from the correspondent account of the Bank (or withdrawing from the latter in any other way) until the date the funds enter the correspondent account of the Bank (or remittance of it to the latter in other way) inclusive of entering 3.3. Calculation of interests is based on the interest rate (per cents annually) and the amount of calendar days considering the actual amount of days in the year (365 and 366 days correspondently). 3.4. The Borrower is to refund all the operational expenses, concerned with execution of the present Agreement not later the next day of the Bank's notification about the expenses incurred. 3.5/ The loan repayment and interest payments may be in ny other hard currency or in Russian roubles only with he Bank's permission. The Borrower bears all the costs f currency converting. 3.6. If the Borrower fails to repay the loan and/or interests and/or pay for Bank's operating costs in time (2.1., 2.2., 3.4.) , the Bank has the right to collect amounts due according to the Agreement and the fine (4.2.) by withdrawing the sum due from the Borrower's from currency account of the Borrower (clause 6.2). If the sum the Bank is able to receive in such circumstances is not enough to repay the whole amount the interest payments and fines are paid in the first place, then the loan amount overdue and the remaining sum is used to repay the current loan obligations. The Bank has the right to change the queue of repayments. 3.7. If It is impossible to withdraw the sum due from the Borrower's from the currency account, the Bank has the right to write off the current Agreement concerned debt in Russian roubles from the Borrower's bank accounts. The exchange rate used in such case is the exchange rate of USD/RUR fixed by the Central Bank at the transaction date plus 5%. The Borrower bears all costs concerning currency converting. 3.8. The Bank has the unilateral right to change dates of loan repayment, to refuse to grant the loan in case the Borrower doesn't follow the terms of the current Agreement and if the Bank supposes that Borrower's activities are such that it is evident that the Borrower will be unable to repay its debts under present terms. If it happens, the Bank informs the Borrower three calendar days before it changes dates of repayments or terminates the loan. 3.9. The date of the sides' obligations are fulfilled is stated the date when the funds are withdrawn (transferred to) the Bank's account or the date the Bank gets (loses) access to the money by other means. 4. RESPONSIBILITY FOR FAILING OF FULFILLING THE OBLIGATIONS 4.1. If the dates of loan repayment (2.1) and/or interest payments(2.2) and(or) Bank's operating cost reimbursement are violated, the Bank has the right to fine the Borrower (the fine is 0.1% of the amount due for every day overdue). 4.2. If the Borrower fails to fulfil obligations (stated in 2.5) of the current Agreement, the Borrower pays the fine to the Bank (the fine is 0.05% of the loan amount for every day overdue) 4.3. Losses concerning the current Agreement are to be paid in full amount, regardless of fines. 4.4. The borrower is responsible for not fulfilling obligations of current Agreement, regardless of the guilt. 5. VALIDITY OF THE AGREEMENT. OTHER CONDITIONS 5.1 The Agreement is valid until relevant obligations are fulfilled. 5.2. All current and operational expenses are to be paid by the Borrower, using the Bank's tariffs to the date of the payment. ..3. Disputes concerning the present Agreement are onsidered by The Arbitration Court of St-Petersburg and eningradskaya Oblast. 5.4. The current Agreement is composed in two legally equal copies. Each side of the Agreement keeps one copy. 6. THE DETAILS OF THE PARTIES 6.1 Bank: Saint Petersburg Joint Stock Bank Tavricheskiy (Open Joint Stock Company) 00, Xxxxxxxxxx Xxxxxx, Xx. Xxxxxxxxxx, 000000, Xxxxxx INN 7831000108 BIC 044030877 Cor. acc.(0) 00000000000000000000 in GRKC GU CB RF in Saint Petersburg 6.2 Borrower: ENER1 USA INCORPORATED 000 X. Xxxxxxx Xxxxx Xxxx, Xxxxx 000, Xx. Xxxxxxxxxx Xxxxxxx. 00000, KIO 00006, KPP 783585001, Acc. 40807840800000002601 With Bank Tavrichesky, |
| 7. SIGNATURE OF THE PARTIES Caaiuee / Borrower: ENER1 USA INCORPORATED Aeoaeoioa Eioiioaoee: Corporation director _________________________ Iaee Cie Mr Xxxx Xxx M.II. P.S. |
