QuickLinks
 -- Click here to rapidly navigate through this document









































 Exhibit 10.52  


Record
and Return to: 


Colorado
Housing and Finance Authority

Legal Division

1981 Blake Street

Denver, Colorado 80202

Attention: Shelia Anderson 


Loan
No. 00050000642 


 
 

  LOAN MODIFICATION AGREEMENT    
    


        THIS LOAN MODIFICATION AGREEMENT (the "Modification Agreement") is executed effective as of January 29, 2009 (the "Effective
Date") by and between Colorado Housing and Finance Authority, a body corporate and political subdivision of the State of Colorado (the "Lender"), and  Ascent Solar Technologies,
 Inc., a Delaware corporation (the "Borrower"). 


 RECITALS  


        A.    Lender
previously made a construction loan to Borrower (the "Loan") evidenced by a Promissory Note dated February 8, 2008 in the original principal amount of
$7,500,000.00 (the "Note") for the purpose of Borrower's acquisition and renovation of certain real and personal property comprising the commercial facility commonly known as 12300 Grant Street,
Thornton, CO 80241 (the "Project") as more particularly described in Exhibit A attached hereto and incorporated herein by this reference; and 


        B.    The
Note is secured by a Deed of Trust, Security Agreement, Financing Statement and Assignment of Rents and Leases dated February 8, 2008 (the "Deed of Trust") and
recorded February 13, 2008 at Reception No. 2008000011294 in the records of the Clerk and Recorder of Adams County, State of Colorado (the "Records") encumbering the Project. The
Borrower executed and delivered certain other documents which evidence or secure the Note (which, collectively with the Note and Deed of Trust are the "Loan Documents"); and 


        C.    The
proceeds of the Loan ("Loan Proceeds") have been disbursed by Lender in increments through Land Title Guarantee Company (the "Escrow Agent") as the renovation work on
the Project (the "Renovations") has progressed pursuant to the Construction Loan Agreement and that Disbursement Agreement dated February 8, 2008 between Borrower, Lender and Escrow Agent but
as of the date of this Agreement the Renovations have not been fully completed and therefore the Loan Proceeds have not been fully disbursed to pay costs therefor. 


        D.    As
only a small portion of the Renovations is left to complete and it will be a period of time before the Borrower can do so, the Borrower has requested that the Loan be
converted from a construction loan to a fully funded permanent loan at this time notwithstanding that not all of the Renovations are complete as required in the Permanent Loan Conditions contained in
Construction and Permanent Loan Commitment issued by Lender to Borrower dated January 16, 2008. Lender has to agreed to do so by (1) modifying the Note to extend its maturity date and
revise the repayment terms thereunder from interest only payments to fully amortizing payments of principal and interest and (2) disbursing the remaining Loan Proceeds to Escrow Agent to be
held, together with certain funds of the Borrower as set forth below, in an escrow account and disbursed to pay for final completion of the Renovations, all as provided in this Modification Agreement
which shall be recorded in the Records. 







 


        NOW
THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby expressly
acknowledged, the parties hereto agree as follows: 


        1.    Modification of Note.    The Note is hereby modified as follows: 



        (a)   The
first two paragraphs thereof are deleted entirely and replaced with the following paragraphs: 



        "FOR
VALUE RECEIVED, Borrower, jointly and severally if more than one, promises to pay to the order of Payee, the principal sum of Seven Million Five Hundred
Thousand and No/100 Dollars ($7,500,000.00), as advanced by Payee, together with interest on the outstanding unpaid balance of such principal amount at the Loan Rate set forth
above together with other amounts which may be due in accordance with the provisions of this Promissory Note (the "Note"). All payments hereunder shall be calculated by Payee based on the Loan Rate
and a three hundred sixty (360) day year of twelve (12) thirty-day months. 


        The
Borrower shall make payments of principal and interest at the Loan Rate in accordance with the following payment schedule. Interest only for the month of January, 2009, shall be
calculated based on the principal balance outstanding from time to time during that month and shall be due and payable in advance on January 29,
2009. Commencing on March 1, 2009 and continuing on the first day of each month thereafter, the Borrower shall make
consecutive monthly payments of principal and interest on the Loan of Fifty-Seven Thousand Eight Hundred and 89/100 Dollars ($57,800.89). All unpaid
principal, accrued and unpaid interest and all other sums due hereunder shall be due and payable in full on February 1, 2028 (the "Maturity Date")." 


        (b)   The
first paragraph on page 2 of the Note is deleted entirely and replaced with the following three paragraphs: 



        "Borrower
acknowledges that Payee may pledge this Note as security for bonds, including refunding bonds, issued by Payee (the "Bonds"). This Note may not be prepaid in whole or in part
during the first seven (7) Loan Years (the "Prepayment Lockout Period"). A "Loan Year" is the period commencing on January 1, 2009 and ending on December 31, 2009 and each
consecutive twelve-month period thereafter. 


        Notwithstanding
the foregoing, if this Note is prepaid during the Prepayment Lockout Period, whether because of the acceleration of the Maturity Date by Payee after an Event of Default
or otherwise, a Prepayment Fee shall be due as calculated by Payee on the date (the "Calculation Date") which is three (3) business days prior to the prepayment date equal to (A) the sum
of (i) the present value, calculated using Payee's Assumed Reinvestment Rate as defined below, of the total principal and interest payments due under the terms of the Note from the prepayment
date to the last day of the seventh (7th) Loan Year and (ii) the present value, calculated using Payee's Assumed Reinvestment Rate, of the remaining principal balance of the Note that would
have been due at the end of the seventh (7th) Loan Year, less (B) the principal amount of the Note outstanding on the Calculation Date. For purposes of this calculation, "Payee's Assumed
Reinvestment Rate" shall equal the lesser of (a) the "Week Ending" rate (as quoted for the date closest to the Calculation Date) on the constant maturity U. S. Treasury security (excluding
inflation indexed issues) with a maturity date closest to (before, on or after) the last day of the Calculation Period as specified in the Federal Reserve Board Statistical Release H.15 (519), or
similar source selected by Payee, on the Calculation Date; or (b) the highest reinvestment rate allowed under applicable provisions of the Internal Revenue Code based on the percentage interest
rate yield on the Bonds, as determined by Payee on the Calculation Date. 


        Borrower
agrees that the Prepayment Lockout Period during which the Note may not be prepaid and the Prepayment Fee are material considerations for Payee in making its loan to 



2







 




Borrower.
Borrower agrees that the Prepayment Fee represents the reasonable estimate of Payee and Borrower of a fair average compensation for the loss that may be sustained by Payee due to the payment
of any of the indebtedness evidenced hereby prior to the originally scheduled Maturity Date. Borrower further agrees that Payee shall not be obligated, as a condition precedent to its right to receive
the Prepayment Fee, that Payee actually reinvest all or any portion of the Prepayment Fee in U.S. Treasury securities or otherwise. The Prepayment Fee shall be paid without prejudice to the right of
Payee to collect any other amounts provided to be paid hereunder or under the other Loan Documents and Payee's acceptance of any prepayment hereunder without the required Prepayment Fee shall not
constitute a waiver by Payee of its right to collect the Prepayment Fee or any other sums due from Borrower. Borrower hereby expressly waives any statutory and common law rights it may have to prepay
this Note, in whole or in part, without payment of the Prepayment Fee, upon acceleration of the Maturity Date or as a result of bankruptcy or insolvency proceedings concerning Borrower or for any
other reason; and agrees that if for any reason a prepayment of any or all of this Note is made, whether voluntary or upon or following any acceleration of the Maturity Date by Payee on account of any
Event of Default by Borrower under the terms of this Note or any of the other Loan Documents, including without limitation, any transfer or disposition of any of the security for this Note as
prohibited or restricted by the terms of any of the Loan Documents, and whether or not said payment is made prior to or at any foreclosure sale held under the terms of the Loan Documents or is made
pursuant to an order or decree of a court of competent jurisdiction or otherwise, then Borrower shall be obligated to pay the applicable Prepayment Fee concurrently therewith." 




        2.    Modification of Deed of Trust and other Loan Documents.    The Deed of Trust and other Loan Documents are hereby
modified so that all references to the Note therein shall be deemed to be to the Note as modified herein. In addition, paragraph 13 of the Deed of Trust is hereby modified to provide
that any consent required from Lender under the provisions of thereof shall not be unreasonably withheld. 


        3.    Establishment of Completion Escrow.    Upon execution of this Modification Agreement by the parties, the
remaining proceeds of the Loan in the amount of $181,360.34 together with Borrower's funds in the amount of $107,640.17 will be deposited with the Escrow Agent to be held in an escrow account at a
banking institution approved by Lender pursuant to an Escrow Agreement of even date herewith. The funds in the escrow account will be disbursed by the Escrow Agent in one or more disbursements for the
payment of costs to finally complete the Renovations upon satisfaction of the conditions for the disbursements of Loan proceeds as provided in the Construction Loan Agreement and Disbursement
Agreement which shall remain in effect and the Escrow Agreement; provided, however, that notwithstanding the any provisions thereof to the contrary (a) such costs shall be paid first from the
remaining proceeds of the Loan before any of Borrower's funds are disbursed so that the entire proceeds of the Loan will be disbursed; and (b) any funds remaining in the escrow after payment of
the final costs of the Renovations shall be disbursed to the Borrower. 


        4.    Ratification of Loan Documents.    Borrower hereby ratifies, confirms, adopts and approves all of the terms and
conditions set forth in the Loan Documents as being in full force and effect as of the date hereof without change except as set forth in paragraphs 1 and 2 above. 


        5.    Waiver.    By execution of this Modification Agreement Borrower hereby declares that it has no claim,
set-off, counterclaim, defense or other cause of action with respect to obligations of the Borrower under the Loan Documents as modified by this Modification Agreement. Further, to the
extent that any such setoff, counterclaim, defense, or other cause of action may exist, whether known or unknown, such setoff, counterclaim, defense and/or other cause of action is hereby expressly
and knowingly waived and/or released by Borrower. 


3







 

        6.    Non-Waiver.    Except as expressly provided herein, the execution of this Modification Agreement by
the Lender does not and shall not constitute a waiver of any rights or remedies to which the Lender is entitled pursuant to the Loan Documents. 


        7.    Conflict.    To the extent this Modification Agreement conflicts with the Loan Documents, this Modification
Agreement shall control and prevail. 


(end
of document—signatures on next page) 


4







 

        IN
WITNESS WHEREOF, this Modification Agreement is executed the day and year first set forth above. 



							
	

 	
 	

 	
 	
LENDER:
	

 	
 	

 	
 	
Colorado Housing and Finance Authority, a body corporate and political subdivision of the State of Colorado
	

 	
 	
 	
 	
By:	
 	
/s/ CHARLES L. BORGMAN







  Charles L. Borgman, General Counsel
	

 	
 	

 	
 	
BORROWER:
	

 	
 	

 	
 	
ASCENT SOLAR TECHNOLOGIES, INC., A DELAWARE CORPORATION
	
 Attest:	
 	

 	
 	

 
	
 By:	
 	
/s/ GARY GATCHELL






  Gary Gatchell, Secretary	
 	
By:	
 	
/s/ MOHAN MISRA






  Mohan Misra, President





5







 


					
	STATE OF COLORADO	 	)	 	 
	 	 	) ss.	 	 
	CITY AND COUNTY OF DENVER	 	)	 	 






        The
foregoing instrument was acknowledged before me this 28th day of January 2009, by Charles L. Borgman, General Counsel of the Colorado Housing and Finance Authority, a
body corporate and political subdivision of the State of Colorado. 


        My
commission expires: June 24, 2010. 


(S
E A L) 



			
	 	 	/s/ KAREN GATJAHR






  Notary Public






 





					
	STATE OF COLORADO	 	)	 	 
	 	 	) ss.	 	 
	COUNTY OF JEFFERSON	 	)	 	 






        The
foregoing instrument was acknowledged before me this 28th day of January, 2009, by Mohan Misra as President and Gary Gatchell as Secretary of Ascent Solar
Technologies, Inc., a Delaware corporation. 


        My
commission expires: October 22, 2009. 


(S
E A L) 



			
	 	 	/s/ NANCY STASKIN






  Notary Public





6







 
 EXHIBIT A  


 LEGAL DESCRIPTION OF PROPERTY  


        Lot 4, Block 7, Washington Square Subdivision—Amended, County of Adams, State of Colorado. 


7











QuickLinks


LOAN MODIFICATION AGREEMENT