TROIA 9 BUILDING RIGHT AGREEMENT1
TROIA 9 BUILDING RIGHT AGREEMENT1
English summary of Italian version2
1. Preliminary Note
The building (superficie) right, regulated by article 952 of the Italian Civil Code, is particularly appropriate for the construction of photovoltaic plants, as it allows the grantee of the building right to be owner of the plant whereas the title of the land remains with the grantor.
For the construction and the maintenance of the photovoltaic plant (“PV Plant”) on the land (Municipality of Troia, Foggia, sheet 24, parcel 251) (the “Land”), the company Urbe Sunsystem S.r.l. entered into a definitive building right agreement on October 13, 2010. The agreement has been executed in Lucera (FG), before the Notary Xxxxxx Xxxxxxx, Repertorio no. 51881, Raccolta no. 23744, registered in Lucera and filed with the Conservatoria dei Registri Immobiliari on November 16, 2010.
The building right has been granted for 1 year with the option for the Grantee to substitute the 1-year building right with a 21-year building right (“Option 1”) and to extend the duration of the building right agreement for further 4 + 4 years (“Option 2” and “Option 3”).
Please note that on November 29, 2010 Urbe Sunsystem S.r.l. has changed its business name to “Ellomay PV Five S.r.l.” and on December 23, 2010 the Land changed its registration number at the Cadastral Land Registry from parcel 251 to parcel 255. After that, on December 28, 2010, the PV Plant built on the Land has been registered in the Cadastral Building Registry with the numbers 255 sub 1 and 255 sub 2.
On December 30, 2010 Ellomay PV Five S.r.l. exercised the option of replacing the 1-year building right with the 21-year building right (Option 1) and sold the PV Plant to the leasing company Leasint S.p.A.3
|
1
|
This Agreement is attached as Annex 1 to the Troia 9 EPC Contract.
|
|
3
|
These developments are not reflected in the building right agreement that appears as Annex 1 to the Xxxxx 9 EPC Contract as such EPC Contract was executed prior to the consummation of the agreement with Leasint S.p.A.
|
2. Main content of the agreement
|
1 Execution date
|
October 13, 2010
|
|
2. Grantors
|
Xx. Xxxxxxxxxxxx Xxxxxx
Xx. Xxxxxxxxxx Xxxxxxx
|
|
3 Grantee
|
Urbe Sunsystem S.r.l.
|
|
4. Land and PV Plant identification
|
Municipality of Troia (FG), sheet 24, parcel 251, size 2.39.23 hectares.
|
|
5. Duration
|
1 year (until October 13, 2011)
|
|
6. Extension and Renewal
|
The Grantors grant to the Grantee the option for setting up of a 21-year building right (Option 1), and at the end of the 21 period, a new 4-year building right (Option 2) and another 4-year building right (Option 3)
The Consideration for Option 1, Option 2 and Option 3 is equal to Euro 600.00 and has been paid on execution of the building right agreement.
The Options may be exercised at any time, respectively, before the termination of the 1 year, 21-year and 4-year building right by executing a unilateral notarial deed.
|
|
7. Consideration
|
The Consideration for the 1-year building right is equal to Euro 9,025.00 and shall be paid within 10 days of execution of the building right agreement.
Grantee shall pay an overall amount of Euro 283,500.00 as consideration for the 21-year building right (Option 1), to be paid in 21 annual instalment of Euro 13,500.00 by October 13 of each year. The payment is made in advance for the following year.
The consideration for the Option 2 and the Option 3 shall be equal to the last annual instalment increased by 75% of the previous year inflation national rate as resulting by official statistics.
|
|
8. Consideration adjustment
|
The annual payment shall be adjusted each year by 75% of the previous year’s inflation national rate as resulting by official statistics.
|
|
9. Withdrawal/Termination right (Grantee)
|
Starting from the date of execution, the Grantee shall be entitled to withdraw at any time before the expiry date of the agreement. The withdrawal shall be communicated to the Grantors by registered letter.
|
|
10.Withdrawal/Termination
right (Grantors)
|
Grantors shall be entitled to terminate the building right agreement in case payment of the Consideration is delayed for more than 6 months.
In the case of termination, Grantors shall send a written notice to the Grantee and to the financing entity indicated by the Grantee. Within 60 days of receipt of the abovementioned notice, the financing entity shall be entitled to (i) appoint a third party that will replace the Grantee in the agreement, or (ii) to inform the Grantors of its intention to cure, directly or through the Grantee, the breach of contact giving rise to the termination. In such events, the Grantors shall be entitled to terminate the building right agreement only by a judicial order and provided that the non-fulfilment has not been cured the within 60 days of the appointment of the third party replacing the Grantee or, as the case may be, of the receipt by the Grantors of the financing entity’s notice. Regardless of any breach of contract by the Grantee, the financing entity shall have the faculty to appoint a third party replacing the Grantee in the event the financing entity has informed the Grantee of its intention to declare the Grantee forfeited from the term for payment (decadenza del beneficio del termine), or to terminate for breach of contract or to withdraw from the loan agreement.
|
|
11. Easements
|
Grantors agree to grant and constitute all the easements necessary for the PV Plant to operate and to be constructed on any neighbouring lands owned by the Grantors.
Grantors constitute a perpetual passage easement, pedestrian and carriage over the parcels no. 252 and 253, cadastral sheet 24.
|
|
12. Plant removal
|
Within 6 months following the expiry of the building right, the Grantee shall remove the PV Plant at its own expense.
Ownership of the PV Plant shall remain with the Grantee.
The Grantee shall pay a monthly amount of Euro 300.00 for each month until final removal of the PV Plant.
|
|
13. Assignment
|
The Grantee shall be entitled, at any time whatsoever, to assign the building right agreement to third parties and/or the rights and obligations arising thereof, sending the relevant notice to Grantors.
|
|
14. Pre-emption
|
Should the Grantors decide to sell the Land, they shall send the Grantee notice indicating the terms and conditions for the sale. The Grantee shall be entitled to exercise a pre-emption right for the purchase of the Land by sending a letter within 60 days of receipt of the notice of sale.
|
|
15. Governing Law and Competent Court
|
Italian law applies. Exclusive jurisdiction of the court of Lucera.
|
