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Agreement on the Leasing Agreement for a LoireSafe Transfer Press Line

Receivables Purchase Transfer Agreement

Agreement on the Leasing Agreement for a LoireSafe Transfer Press Line | Document Parties: German.    




Lydall Gerhardi GmbH & Co. | Lydall Gerhardi GmbH & Co. KG | Jörg Ernst You are currently viewing:
This Receivables Purchase Transfer Agreement involves

German. Lydall Gerhardi GmbH & Co. | Lydall Gerhardi GmbH & Co. KG | Jörg Ernst

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Title: Agreement on the Leasing Agreement for a LoireSafe Transfer Press Line
Date: 4/22/2005
Industry: Textiles - Non Apparel     Sector: Consumer Cyclical

Agreement on the Leasing Agreement for a LoireSafe Transfer Press Line, Parties: german.    




lydall gerhardi gmbh & co. , lydall gerhardi gmbh & co. kg , jörg ernst
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Exhibit 10.1

 

Note: The following is an English translated version of the original agreement which was executed in German.

 

 

 

 

 

 

Lydall Gerhardi GmbH & Co. KG

Mr. Klaus Ritschel

Auf der Koppel 9

 

58540 Meinerzhagen

  

 

  

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

 

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

 

 

 

 

90th month

  

                3%

96th month

  

                2%

and after the 102nd month

  

1% of the original purchase price.

 

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

 

 

/s/ Mr. Korfman

Mr. Korfman

Finance Director

 

 

 

/s/ Mr. Glorfeld

Mr. Glorfeld

Deputy of Finance Director

 

We have taken note of the contents of this letter. We agree with the above-stated conditions.

 

Meinerzhagen, on:

April 18, 2005

 

 

/s/ Klaus Ritschel

Klaus Ritschel

Lydall Gerhardi GmbH & Co. KG


 

 

 

SG

Equipment Finance

 

GEFA-Leasing GmbH

 

 

CONFIRMATION OF ACCEPTANCE – Cancelable Lease

 

151681

 

 

Contract No.

 

 

Wuppertal, 3/31/2005

 

 

 

 

Name and Address of Lessee

  

Name and Address of Supplier

 

 

Lydall Gerhardi GmbH & Co. KG

  

Loire Safe

Auf der Koppel 9

  

Zikunaga, 22

 

 

D-58549 Meinerzhagen

  

20120 Hernani (Gupúzkoa)

Spain

 

 

By Fax in Advance

  

 

Please forward to Mr. Ritschel

  

 

 

 

 

 

 

 

Description of Objected Leased Delivery Deadline

  

Net Sales Price
EUR

  

Sales Tax

1 LoireSafe Transfer Press Line

  

2,995,000.00

  

16.0

Lease Calculation Basis (LBC)

  

2,995,000.00

  

 

 

 

 

 

 

 

Leasing Rate for the LBC

 

Lease Installment

EUR

 

Plus all Sales Taxes

1.35928%

 

40,710.44

 

Currently 16.0%

 

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.

 

 

Cordially,

 

/s/ Mr. Korfman

Mr. Korfman

Finance Director

 

 

 

/s/ Mr. Glorfeld

Mr. Glorfeld

 

GEFA-Leasing GmbH


 

 

 

SG

Equipment Finance

 

GEFA-Leasing GmbH

 

 

PURCHASE ORDER

 

151681

 

 

Contract No.

 

 

Wuppertal, 3/31/2005

 

 

 

 

Name and Address of Supplier

  

Name and Address of Lessee

 

 

Loire Safe

  

Lydall Gerhardi GmbH & Co. KG

Zikunaga, 22

  

Auf der Koppel 9

 

 

20120 Hernani (Gupúzkoa)

  

D-58540 Meinerzhagen

Spain

  

 

 

 

 

 

 

 

 

 

Description of the Object Leased Delivery Deadline

  

Net Sale Price
EUR

  

Sales Tax
%

  

Discount
%

1 LoireSafe Transfer Press Line

  

2,995,000.00

  

0

  

0.00

 

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.

 

 

(1)

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.

 

 

 

 

LOIRE Sdad Anma. Franco Española

 

 

P.P.

 

Cordially,

/s/ Mr. Palavreif        

 

GEFA Leasing GmbH

Mr. Palavreif

 

/s/ Mr. Korfman        

Finance Director

 

Finance Director

 

 

 

 

 

Hernani (Spain), April 7, 2005

 

/s/ Mr. Glorfeld        

(Company Stamp and Signature of Supplier)

 

Mr. Glorfeld


 

 

 

SG

Equipment Finance

 

GEFA-Leasing GmbH

 

 

CONFIRMATION OF ACCEPTANCE – Cancelable Lease

 

151681

 

 

Contract No.

 

 

Wuppertal, 3/31/2005

 

 

 

 

 

  

Name and Address of Supplier

 

 

GEFA-Leasing GmbH

Robert-Daum-Platz 1

  

Loire Safe

 

 

42117 Wuppertal

  

20120 Hernani (Gupúzkoa)

 

  

Spain

 

 

 

 

 

 

Description of Objected Leased Delivery Deadline

  

Net Sales Price
EUR

  

Sales Tax

1 LoireSafe Transfer Press Line

  

2,995,000.00

  

16.0

Lease Calculation Basis (LBC)

  

2,995,000.00

  

 

 

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

 

 

 

 

[stamp]

  

 

LYDALL GERHARDI

  

 

GMBH & CO. KG

  

 

Auf der Koppel

  

 

58540 Meinerzhagen

  

 

4/18/2005

  

Company Stamp and Legally Binding Signature


SG

Equipment Finance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GEFA Leasing GmbH

 

Your Branch:
40699 Erkrath, Heinrich-Hertz-Str. 16
Telephone 0211 / 23384-0 / Fax 0211 / 23384-222
e-mail region.west@gefa.de

 

 

 

 

 

 

Cancelable Lease Contract

Name and Address of Lessee

Lydall Gerhardi GmbH & Co. KG

Auf der Koppel 9

D-58540 Meinerzhagen

 

 

 

 

 

    

Contract Number 151681

Name and Address of Supplier

Loire Safe

Zikunaga, 22

E-20120 Hernani

 

 

 

  

 

 

 

 

 

 

Object Leased (Machine / unit / chassis number)

 

 

 

    

Delivery time

 

 

Net Purchase      

  

Sales Tax

 

 

 

 

 

 

1 LoireSafe Transfer Press Line

 

 

 

 

 

    

 

 

EUR

2,995,000.00

  

16%

 

 

 

 

 

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

 

1.35928

%

 

Total purchase price

 

EUR

2,995,000.00

  

 

 

 

Monthly rate (subject to the agreement under
the amount and due date of the lease payments)

 

EUR

40,710.44

  

 

48th month (first opportunity)

 

51

%

 

+ Sales Tax

 

EUR

6,513.67

  

 

54th month

 

44

%

 

 

    

 

 

 

 

  

 

60th month

 

36

%

 

Total monthly payment

 

EUR

47,224.11

  

 

66th month

 

29

%

 

 

    

 

 

 

 

  

 

 

 

 

 

 

 

72nd month

 

21

%

 

 

    

 

 

 

 

  

 

78 th month

 

13

%

 

 

    

 

 

 

 

  

 

84th month

 

0

%

 

Location: see address of Lessee

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

after the beginning of the lease in each case, plus sales tax

 

  Lease beginning:  and

  

due date of the first lease

payment:

 

  

 

 

  04.01.2005

  

on the first day of the month of acceptance

 

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.

 

 

 

 

 

 

Wuppertal, 3/31/2005


 

 

 

 

Meinerzhagen, 3/21/2005


 

Place, Date

 

 

 

Place, Date

 

 

 

 

GEFA-Leasing GmbH

 

 

 

 

/S/ MR. KORFMANN


 

 

/S/ MARTIN KLAUTKE


 

Mr. Korfmann

 

Martin Klautke

Finance Director

 

Operations Manager

 

 

/S/ MR. GLORFELD


 

 

/S/ KLAUS RITSCHEL


 

Mr. Glorfeld

 

Klaus Ritschel

Deputy of the Finance Director

 

Director of Finance

 

(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


 
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