Capital Lease Agreement

Exhibit 10.1

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

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

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

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

Meinerzhagen, on:

April 18, 2005

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.

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.

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

SG

Equipment Finance

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.

(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 extent that rights and claims are not transferred to it, it is hereby empowered and required to assert them in its own name and for its own account, with the proviso that payments from the non-fulfillment and for any damages to GEFA are to be paid only to GEFA. The Lessee shall keep GEFA informed of the filing of any claims without delay and continuously.

If the Lessee effectively cancels the Supply Contract due to the claims transferred, or if the contract is not fulfilled in connection with the assertion of claims for damages instead of performance, the parties are entitled to cancel the Lease Contract. If the Lease Contract is cancelled, then GEFA must reimburse the Lessee for performances that it has provided under the Lease Contract simultaneously against the surrender of the object leased.

§ 2 Holding Harmless

The Lessee must hold GEFA harmless of all private and public law claims that third parties make against it as owner of the object leased, providing it to the Lessee or on other grounds such as importation, supply, set-up, installation or use of the object leased, as well as from all costs connected with such facts, and to compensate GEFA for performances already provided in this regard.

§ 3 Protection of GEFA’s Rights

§ 4 Object and Price Risk

§ 5 Insurance

§ 6 Liability in the Case of Factual and Legal Deficiencies

§ 7 Extraordinary Cancellation

Proof of a different higher or lower damages is not denied the parties.

§ 8 Assignment, Co-debtor

§ 9 Termination of the Lease Contract

§ 10 Return, Disposal of the Object Leased, Assigning Claims Back

§ 11 Information, Especially the Submission of the Annual Closing as a Substantial Contractual Duty

The Lessee is required to reveal its economic conditions to GEFA, during the term of the lease, upon request, especially to submit its annual closings. This is a substantial contractual commitment. The Lessee hereby authorizes GEFA to submit these documents and this information to the refinancing institute.

§ 12 Final Provisions

Supplementary Agreement to Cancelable Price Contract No. 151681 of 03/31/2005

GEFA Leasing GmbH, Robert-Daum-Platz 1, 42117 Wuppertal

- Lessor -

and

Lydall Gerhardi GmbH & Co. KG, Auf der Koppel 9, 58540 Meinerzhagen

- Lessee -

intend to execute a Lease Agreement concerning a Loire Safe Transfer Press Line. This Agreement is based on the General Business Conditions of the Lessor, designated as “Lease Conditions.”

With respect to the Agreement and some of the Lease Conditions, the Parties agree on the following differing or supplementary individual agreements:

1. 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.

In this case, the Lessee accepts the object leased in the condition of the time of acceptance. All claims due to factual defects (§ 437 of the BGB) against the Lessor are excluded. This does not apply to compensation for damages according to § 437 Para. 3 of the BGB, to the extent that the defect has led to an injury to the life, body or health of the Lessee, its legal representatives, its performance or fulfillment personnel, or third parties who have contact with the object leased, and for damages that arise from a grossly negligent or intentional non-compliance by the Lessor, its legal representatives or fulfillment personnel.

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. Thereafter, 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.

Para. 1 Subpara. 2 applies correspondingly.

Reference:
Security Exchange Commission - Edgar Database, EX-10.1 2 dex101.htm CAPITAL LEASE AGREEMENT, Viewed December 21, 2021, View Source on SEC.