Exhibit 10.1
Note: The following is an English translated
version of the original agreement which was executed in
German.
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Lydall Gerhardi GmbH & Co. KG
Mr. Klaus Ritschel
Auf der Koppel 9
58540 Meinerzhagen
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GEFA Leasing GmbH
West Region - Erkrath
Jörg Ernst
Tel.: 0211 / 23384 - 207
Fax: 0211 / 23384 - 244
e-mail: joerg.ernst@gefa.de
2/4/2005 / er
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Agreement on the Leasing Agreement for a
LoireSafe Transfer Press Line
Dear Mr. Ritschel:
In the letter of 12/22/2004, we sent you the
leasing agreement documents for the above-mentioned object leased.
Furthermore, the method of proceeding after expiration of the
calculated running time of 84 months is to be
determined.
In this respect, the following was agreed
upon:
According to § 9 of the Lease Conditions,
the Lessee has the possibility of canceling the Lease Agreement at
the times agreed. In the case of a cancellation at the end of the
84th month after the beginning of the Lease, the Lessee can
purchase the object leased for a lump sum purchase price of 4% of
the original purchase price.
Should a cancellation not be desired at the 84th
month after the beginning of the Lease, the Lease Agreement can be
continued at reduced rates.
After the end of the 84th month after the start
of the lease, the monthly lease payment is 0.35% of the net
purchase price.
In the case of a cancellation at the end of the
months indicated below, the Lessee can purchase the object leased
for a lump-sum purchase price. The purchase price will be, at the
end of the
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90th month
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3%
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96th month
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2%
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and after the 102nd month
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1% of the
original purchase price.
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Please make a countersigned copy of this
agreement available.
Page 2 of the letter to Lydall Gerhardi GmbH
& Co. KG of 2/4/2005
Cordially,
GEFA – Leasing GmbH
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/s/ Mr. Korfman
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Mr. Korfman
Finance Director
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/s/ Mr. Glorfeld
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Mr. Glorfeld
Deputy of Finance
Director
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We have taken note of the contents of this
letter. We agree with the above-stated conditions.
Meinerzhagen, on:
April 18, 2005
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/s/ Klaus Ritschel
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Klaus Ritschel
Lydall Gerhardi GmbH & Co.
KG
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SG
Equipment Finance
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GEFA-Leasing
GmbH
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CONFIRMATION
OF ACCEPTANCE – Cancelable Lease
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151681
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Contract
No.
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Wuppertal,
3/31/2005
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Name and
Address of Lessee
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Name and
Address of Supplier
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Lydall Gerhardi
GmbH & Co. KG
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Loire
Safe
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Auf der Koppel
9
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Zikunaga,
22
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D-58549
Meinerzhagen
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20120 Hernani (Gupúzkoa)
Spain
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By Fax in
Advance
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Please forward
to Mr. Ritschel
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Description of Objected Leased Delivery
Deadline
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Net Sales Price
EUR
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Sales Tax
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1 LoireSafe Transfer Press Line
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2,995,000.00
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16.0
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Lease Calculation Basis (LBC)
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2,995,000.00
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Leasing Rate for the LBC
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Lease Installment
EUR
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Plus all Sales Taxes
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1.35928%
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40,710.44
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Currently 16.0%
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Ladies and Gentlemen:
Dear Mr. Ritschel:
Thank you for your application on 3/21/2005 for
a lease agreement, which we hereby accept. The lease agreement will
bear the number cited above.
A countersigned copy of the agreement will be
sent to you separately upon the final payment for the lease
agreement.
We sent our purchase order to the supplier
today.
Please quickly return the enclosed Acceptance
Confirmation form, signed in a legally binding manner.
We assume that you have previously satisfied
yourselves with the proper functioning of the object leased. Should
the object leased prove to be defective, please inform the supplier
immediately, to preserve any warranty claims; send us a copy of
your written report of defects.
The following is agreed upon: The start of the
lease and the due date for the first lease installment is
4/1/2005.
We will reimburse you for the partial payments
you already made to the supplier, in an amount totaling EUR
2,396,000.00 upon the start of the agreement. This assumes that the
supplier has returned our purchase order, signed in a legally
binding manner (we are enclosed a copy of this purchase order with
this letter).
Furthermore, we have supplemented the final
payments as a percentage of the net sale price according to §
9 of the Lease Conditions as follows:
84 th month and thereafter
0%
Within the framework of the EC Domestic Market,
we are required to provide statistical data on the movement of
goods within the Community. Since you, as the recipient of the
goods, have more precise information on the data required (bill of
delivery, etc.), please return the enclosed form, filled out with
confirmation of your acceptance.
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Cordially,
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/s/ Mr. Korfman
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Mr. Korfman
Finance Director
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/s/ Mr. Glorfeld
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Mr. Glorfeld
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GEFA-Leasing
GmbH
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SG
Equipment Finance
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GEFA-Leasing
GmbH
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PURCHASE
ORDER
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151681
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Contract
No.
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Wuppertal,
3/31/2005
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Name and
Address of Supplier
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Name and
Address of Lessee
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Loire
Safe
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Lydall Gerhardi
GmbH & Co. KG
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Zikunaga,
22
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Auf der Koppel
9
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20120 Hernani
(Gupúzkoa)
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D-58540
Meinerzhagen
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Spain
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Description of the Object Leased Delivery
Deadline
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Net Sale Price
EUR
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Sales Tax
%
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Discount
%
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1 LoireSafe Transfer Press Line
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2,995,000.00
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0
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0.00
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According to Order No.: 61988 of Lessee fated
3/31/2004
Site of Object
Leased: See
Lessee’s address
(Precise Address)
Ladies and Gentlemen:
We have signed a Lease Agreement with the
above-named Lessee for the above-described Leased Object to be
supplied by you. With the agreement of Lessee, we are buying the
Leased Object from you under the sale and delivery conditions
agreed upon between you and Lessee, to the extent the same are not
abrogated by the contents of this purchase agreement.
The delivery is to be made to Lessee according
to the agreed-upon conditions. The ownership of the Object Leased
is transferred to us as soon as we pay the agreed-upon sales price.
The transfer is replaced by the fact that you will deliver the
Object Leased to Lessee and will assign your claim against the
possessor for return of the item to us, under the condition that
the sales price is previously paid to Loire Safe (1).
[stamp in left margin]
LOIRE Sdad. Anma. Franco
Española
[illegible signature]
We will pay the sales price immediately, upon
written confirmation to us from Lessee that the delivery and any
related installation of the Leased Object has been made without
objection.
[paragraph deleted] (1)
We have your bill No. 05/7001.136 dated
3/9/2006. As Lessee informed us, it has already paid the sum of EUR
2,396,000.00 to you. We will compensate Lessee for this amount and
transfer the remainder, EUR 559,000.00, to your account at Banco
Santander Central Hispano S.A. after release by
Lessee.
Under the Lease Agreement, Lessee is entitled to
demand that we assign to it of all warranty rights arising from
this purchase contract. You hereby declare that you accept such
assignment.
Please confirm your agreement with this purchase
order in writing, by returning the enclosed copy with your
legally-binding signature.
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(1)
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corrections
made according to the e-mail from Mr. Ritschel (Lydall-Gerhardi) of
4/6/2005 to Mr. Alvaro Palacios (Loire Safe) with copy to Mr. Frank
Gloerfeld (Gefa). A copy of the e-mail is attached.
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LOIRE Sdad
Anma. Franco Española
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P.P.
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Cordially,
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/s/ Mr.
Palavreif
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GEFA Leasing GmbH
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Mr.
Palavreif
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/s/
Mr.
Korfman
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Finance
Director
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Finance Director
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Hernani
(Spain), April 7, 2005
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/s/
Mr.
Glorfeld
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(Company Stamp
and Signature of Supplier)
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Mr.
Glorfeld
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SG
Equipment Finance
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GEFA-Leasing
GmbH
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CONFIRMATION
OF ACCEPTANCE – Cancelable Lease
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151681
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Contract
No.
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Wuppertal,
3/31/2005
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Name and
Address of Supplier
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GEFA-Leasing GmbH
Robert-Daum-Platz 1
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Loire
Safe
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42117
Wuppertal
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20120 Hernani
(Gupúzkoa)
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Spain
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Description of Objected Leased Delivery
Deadline
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Net Sales Price
EUR
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Sales Tax
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1 LoireSafe Transfer Press Line
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2,995,000.00
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16.0
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Lease Calculation Basis (LBC)
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2,995,000.00
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The above-described Leased Object was delivered
by your agent by the above-indicated deadline and placed at the
site agreed upon. There were no objections. Please pay the
Supplier’s bill. Any rights of GEFA-Leasing GmbH as owner of
the Leased Object are unaffected by this Confirmation of
Acceptance.
Location of the Leased Object (precise
address):
Amount withheld as Security: EUR
599,000.00
Payment after Separate Release
Mr. Bischofs
Can we confirm this to the leasing company in
such manner?
Cordially,
/s/ K. Ritschel
K. Ritschel
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[stamp]
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LYDALL
GERHARDI
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GMBH & CO.
KG
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Auf der
Koppel
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58540
Meinerzhagen
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4/18/2005
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Company Stamp
and Legally Binding Signature
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SG
Equipment Finance
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GEFA Leasing
GmbH
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Your
Branch:
40699 Erkrath, Heinrich-Hertz-Str.
16
Telephone 0211 / 23384-0 / Fax 0211
/ 23384-222
e-mail
region.west@gefa.de
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Cancelable Lease Contract
Name and Address of Lessee
Lydall Gerhardi GmbH & Co. KG
Auf der Koppel 9
D-58540
Meinerzhagen
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Contract Number 151681
Name and Address of Supplier
Loire Safe
Zikunaga, 22
E-20120 Hernani
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Object Leased
(Machine / unit / chassis number)
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Delivery
time
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Net Purchase
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Sales Tax
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1 LoireSafe Transfer Press Line
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EUR
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2,995,000.00
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16%
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Monthly lease rate of the purchase
price
Cancellation dates and final
payments in % of net purchase price according to § 9 of the
Lease Conditions at
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1.35928
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%
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Total purchase
price
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EUR
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2,995,000.00
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Monthly rate
(subject to the agreement under
the amount and due date of the lease payments)
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EUR
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40,710.44
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48th month (first opportunity)
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51
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%
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+ Sales
Tax
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EUR
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6,513.67
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54th month
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44
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%
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60th month
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36
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%
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Total monthly
payment
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EUR
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47,224.11
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66th month
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29
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%
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72nd month
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21
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%
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78 th month
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13
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%
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84th month
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0
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%
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Location:
see address of Lessee
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after the beginning of the lease in each case,
plus sales tax
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Lease beginning:
and
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due date of the first lease
payment:
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04.01.2005
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on the first
day of the month of acceptance
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The Lessee authorizes GEFA to collect from its
account Number at the XXXXXXXXXXXX (Bank Routing Number )
XXXXXXXX
With the first lease payment, GEFA will invoice
a one-time processing fee in the amount of EUR 250.00 + 16% sales
tax EUR 40.00 = EUR 290.00
The parties to the contract agree that the lease
payments to be made by the Lessee, in the case of a cancellation of
the Lease Contract before the cancellation date on which, for the
first time, no termination payment in accordance with § 9 of
the Lease Conditions must be made, do not cover the acquisition or
manufacturing costs, as well as the ancillary costs including
GEFA’s financing costs. The Lessee correspondingly recognizes
its duty to pay the full amortization of GEFA by paying a
termination payment to GEFA, as provided in § 9 of the Lease
Conditions on the reverse hereof.
The Making of the
Contract
The Lessee offers GEFA Leasing GmbH –
hereinafter called GEFA – the execution of this Lease
Contract on the following conditions and those listed on the
reverse hereof. It authorizes GEFA, through an agreement with the
Supplier, to take its place under the conditions negotiated by it,
including the Supplier’s delivery conditions accepted by it,
to enter into the purchase/work/work delivery contract made by it
with the Supplier (hereinafter the Supply Contract) or to execute
with the Supplier a Supply Contract under the conditions confirmed
in writing by the Lessee as negotiated by the Lessee and GEFA. The
Lessee is bound by its offer of a contract for a period of four
weeks after submission documents necessary for a decision on its
offer of a contract. The Lease Contract comes into being with its
written acceptance by GEFA. After acceptance, GEFA will send the
Supplier an offer to enter into the Supply Contract or to make a
Supply Contract. The parties can cancel the Lease Contract if no
Supply Contract comes into being between GEFA and the Supplier in a
reasonable time.
Acceptance
The Lessee is required to accept the object
leased from the Supplier. It accepts, in the place of GEFA, the
duty to examine the object leased without delay for agreement with
the completeness and correct delivery, free of defects, as agreed
between the Lessee and the Supplier, and to notify the Supplier, as
well as GEFA, in writing of any such defect without delay. If, upon
examination of the object leased, no defect appears, then the
Lessee must confirm to GEFA, in writing, that the object leased was
delivered to it and when, and that no defect was visible therein
(Acceptance Declaration). After receipt of the Acceptance
Declaration, GEFA will pay the purchase price/wages for service
(hereinafter purchase price) to the Supplier. On the date of actual
acceptance of the object leased, the Lease Contract takes effect
(beginning of Lease), subject to other agreements. GEFA has the
right to record the beginning of the Lease in advance.
Amount and Due Date of the Lease
Payments
The lease payments, the first of which is due at
the time agreed, are each due on the first day of the following
month. In the case of quarterly, semi-annual or annual payments,
the subsequent lease payments are due on the first of the first
month of the following quarter, half year or year. The Lease
Payments are based on the interest rate at the time of submission
of the lease offer. If the interest rate has changed in comparison
with this, upon receipt of the Acceptance Declaration by GEFA, both
parties may, within four weeks after the beginning of the Lease
Contract, demand an adjustment in the lease rate through the
arrival of a corresponding declaration by the other party to the
contract, as the case may be. If the net purchase price of the
object leased is changed in the agreement with the Lessee, then the
lease payments and the final payment in accordance with § 9
will be changed proportionately. The Lessee must pay the current
sales tax on the lease payments.
GEFA has the right to store, internally, data
– including data related to persons – concerning the
requesting (for example, Lessee, total debtors, guarantors, lease
payments, period of the contract, beginning of the lease payments)
and performance of the Contract (for example, early termination,
cancellation without notice, the filing of a complaint, execution
measures) from the beginning of the business relationship
concerning the Lessee and any co-signer or guarantor (§ 28
BDSG), to use for the processing of the offer/contract and to
transmit it to a refinancing institution for the purpose of
re-financing the Contract. The Lessee can, at any time, demand
information concerning the use of the data. GEFA will delete the
data provided to it after the end of the Contract from its storage
facilities, if the Lessee so wishes.
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Wuppertal, 3/31/2005
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Meinerzhagen, 3/21/2005
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Place, Date
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Place, Date
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GEFA-Leasing
GmbH
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/S/ MR. KORFMANN
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/S/ MARTIN KLAUTKE
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Mr. Korfmann
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Martin Klautke
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Finance Director
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Operations Manager
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/S/ MR. GLORFELD
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/S/ KLAUS RITSCHEL
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Mr. Glorfeld
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Klaus Ritschel
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Deputy of the Finance
Director
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Director of
Finance
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(Company stamp and signature of
Lessee)
Lease Conditions
§ 1 Breach of Duty through Non-Delivery or
Failure to Deliver in a Timely Fashion
If the object leased should not be
delivered or not be delivered timely, then the Lessee has no claims
against GEFA for fulfillment under Leasing Law. Instead, GEFA
hereby transfers its claims against the Supplier for non-delivery,
delay in delivery, as well as the claims and rights from the
delivery or design of the objects leased with respect to
guarantees, even if these are provided by third parties to the
Lessee. Not assigned are the claim for reimbursement of payments
already made by GEFA as well as the claims by GEFA arising from
non-fulfillment of the delivery contract and reimbursement of GEFA
for any damages that arise. The Lessee is required to enforce and
persist in the transferred rights and claims without delay and at
its own expense – including court costs. To the e