EXHIBIT 10.37
(Translated from German
to English)
[logo] PHILIPS
PHILIPS MIETSYSTEM GmbH
Philips Mietsystem GmbH . X.X. Xxx 00 02 29 . X-00000 Xxxxxxx PMG
1996 Bonus Agreement
between
Philips Mietsystem GmbH
Xxxxxxxxx 00
00000 Xxxxxxx
and
Prodac Prozessdatentechnik GmbH
Xxx-Xxxxxx-Xxx. 00
00000 Xxxxxxx
As an incentive for steady cooperation--conclusion of sale and lease back
contracts or brokerage of lease or rent-to-own contracts--it is intended that a
bonus be paid for 1996 based on the following conditions:
Basis: Purchase value of all leasing or rent-to-own contracts in 1996
received at PMG from Prodac with lease starting dates which also fall
within 1996; in the case of contracts focused abroad, [***]% of their
purchase value shall flow into the bonus calculation.
Scale: [***]
PHILIPS MIETSYSTEM GMBH Prodac Prozessdatentechnik GmbH
[stamp]
Prodac Prozessdatentechnik GmbH
- Electronicsysteme -
Xxx-Xxxxxx-Xxx. 00 . 00000 Xxxxxxx
/S/X. Xxxxx /s/Authorized signature
X. Xxxxx G.F.K. [illegible]
Management: Xxxxxxxxx 00-00 Xxxxxxx branch
Xxxxxxx Xxxxxx 20099 Hamburg Bruhl 76
Xxxx Xxxxx Telephone: (040) 000 00-0 00000 Leipzig
Fax: (000) 000 00-000 Telephone: (0000) 0 00 00 00
Telegram: [illegible] (0000) 0 00 00 00
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[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
Chairman of the Hamburgische Landesbank Fax: (0000) 0 00 00 00
Supervisory Board: (bank wire number Banking connection: BW Bank, Leipzig
Xxxx [illegible] 700 500 00) 306 555 (bank wire number 960 200 70) 110
18004 00
Corporate domicile:
Hamburg
Register Court, Hamburg: HRB [illegible]
Register Court, Leipzig: HRB [illegible]
[logo] PHILIPS
PHILIPS MIETSYSTEM GMBH
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Philips Mietsystem GmbH . X.X. Xxx 00 02 29 . X-00000 Xxxxxxx PMG
Side agreement concerning leasing contract no. [handwritten:] 95 02219 157
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I. Financing shall be carried out using the sale and lease back procedure
(purchase xxxxx XX [***] net). The contract shall be focused on partial
amortization:
The customer hereby confirms that he is the owner of the products and that
third-party rights do not exist. Title shall pass to PMG upon payment of
---
the invoice amount by PMG (the customer shall document the value by means
of an original invoice); the products shall remain in the possession of the
customer.
II. Notwithstanding (S) 11.2, the purchase price shall be DM [***] net.
III. Ownership and possession situation
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Notwithstanding (S) VIII.3, we hereby grant the customer a right to
sublease. The sublessees can be seen under paragraph IV. Subleasing or
other third-party use which deviates from paragraph I shall require the
prior consent of PMG. (S) 549 par. 1 sentence 2 BGB [German Civil Code]
shall not apply. In all cases of subleasing and/or third-party use, the
---
customer hereby assigns his rights against the third party to PMG
(particularly his payment claims arising from the sublease contract).
PMG may take drastic measures against the sublessee in the
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[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
event of payment default on the part of the customer in excess of 3 months.
The customer shall provide a corresponding provision in his sublease
contract or comparable use document and shall document it for PMG upon
request.
IV. The locations of the individual products shall be listed by the customer by
means of the operator contract and delivery protocols.
The locations are as follows:
1.) [***]
2.)
3.)
[stamp]
PRODAC Date: 10/25/96
Prozessdatentechnik GmbH
- Electronicsysteme - PHILIPS MIETSYSTEM GMBH
Max-Xxxxxx-Str. 38 . 50858 Cologne
/s/Authorized signature
/s/Authorized signature
----------------------------------
Company stamp and legally binding
signature of the customer
Management: Xxxxxxxxx 00-00 Xxxxxxx branch
Xxxxxxx Xxxxxx 20099 Hamburg Bruhl 76
Xxxx Xxxxx Telephone: (040) 000 00-0 00000 Leipzig
Fax: (000) 000 00-000 Telephone: (0000) 0 00 00 00
Telegram: [illegible] (0000) 0 00 00 00
Chairman of the Hamburgische Landesbank Fax: (0000) 0 00 00 00
Supervisory Board: (bank wire number Banking connection: BW Bank, Leipzig
Xxxx [illegible] 700 500 00) 306 555 (bank wire number 960 200 70) 110
18004 00
Corporate domicile:
Hamburg
Register Court, Hamburg: HRB [illegible]
Register Court, Leipzig: HRB [illegible]
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[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
PHILIPS [logo] PHILIPS
PHILIPS MIETSYSTEM GMBH
LEASING CONTRACT NO.: 05 022219 157 PMG
Xxxxxxxxx 00 Xxxxx 00
00000 Xxxxxxx 04109 Leipzig
To:
Prodac
Prozessdatentechnik GmbH
Xxx-Xxxxxx-Xxx. 00
00000 Xxxxxxx
(Customer) (PMG)
---------- -----
By jointly signing this document, the parties enter into a leasing contract
concerning the products listed herein. The leasing terms attached to this
contract shall apply (3rd + 7th pages of the form). The prevailing statutory
value-added tax shall be added to all of the listed sums.
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Pos. Quantity Product No./title Use
DM/MO.
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1 1 Hotel video communications system
see also the supplemental terms in the
side agreement [***]
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One-time costs (payable in addition to Total sum for the use
the first monthly payment) DM: - (payable monthly in [***]
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Imputed term: 54 months System: [illegible] Tentative delivery date: 11/1/96
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Location: see side agreement
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UNTIL REVOCATION, THE CUSTOMER HEREBY AUTHORIZES PMG TO CHARGE THE COMPENSATION
PAYABLE PURSUANT TO THE LEASE CONTRACT--PLUS THE PREVAILING STATUTORY VALUE-
ADDED TAX--FROM THE ACCOUNT DESIGNATED BELOW.
IN THE ABSENCE OF A DEBIT AUTHORIZATION, WE WILL TAKE THE LIBERTY OF INCREASING
THE USE CHARGE BY DM 7.00.
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Exact name of bank, bank wire number, account number:
Deutsche Bank AG Cologne, bank wire no. 370 700 60, acct. no. 3273109
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[stamp]
PRODAC Date: [illegible]
Prozessdatentechnik GmbH
- Electronicsysteme - Philips Mietsystem GmbH
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[***] Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
Xxx-Xxxxxx-Xxx. 00 . 00000 Xxxxxxx
Company stamp and legally binding
signature of the customer
[footer information]
PHILIPS PHILIPS
PHILIPS MIETSYSTEM GMBH
LEASING CONTRACT NO.: 95 02219 097
LEASE TERMS
I. SUBJECT MATTER OF CONTRACT: 1. Pursuant to this contract, PMG shall permit
the customer to engage in paid use of the products listed on the front page.
2. The customer is aware that PMG acquires the products specifically for the
individual contract in order to make them available for use by the customer for
the term of the contract in exchange for payment of monthly compensation.
II. DELIVERY: 1. The delivery of the operationally ready products shall be
defined in a delivery protocol, of which the customer shall receive a copy.
2. The delivery period shall be extended in a reasonable manner, if PMG is
prevented from performing this contract in a timely manner due to strike, lock-
out, Act of God or delivery disruptions with the manufacturer, supplier or
subcontractor. The customer may terminate the contract if PMG is in default and
does not perform within a reasonable grace period. Deadline imposition and
notice of termination must be in writing. If PMG is in default with respect to
a portion of the delivery, and the customer is able to use the other products
independently, the customer shall be solely entitled to a corresponding partial
termination of the contract.
3. If it is impossible for PMG to perform the contract in whole or in part due
to the reasons stated in section 2, PMG shall be
released from its duty to deliver and the customer shall be released from its
duty to pay.
4. PMG shall be entitled to make partial deliveries and render partial
services.
5. As long as the customer is in default with respect to payment of the
monthly compensation or payment on a delivery or service which PMG provided
pursuant to this contract, PMG shall be entitled to withhold deliveries or
services without incurring an obligation to make compensation for any damages
which arise.
III. CONTRACT TERM: 1. The use relationship shall begin on the date of
delivery of the operationally ready products. If PMG makes partial deliveries
which can be used by the customer independent of the still outstanding
deliveries, and pro rata compensation can be seen from the contract or delivery
protocol, the use period shall begin separately for each sub-product upon
operationally ready delivery.
2. The contract is concluded for an indefinite term.
3. The customer may terminate the use relationship or the individual sub-use
relationships upon notice of 6 months no earlier than the end of the imputed
term. The imputed term (in months) shall begin at the beginning of contractual
payment.
4. PMG hereby irrevocably offers the customer the opportunity to rescind the
contract on a mutually agreeable basis in exchange for a compensation payment.
The customer may accept this offer upon declaration notice of 6 months effective
no earlier than the end of the month following the respective beginning of
contractual payment which corresponds to half of the stipulated imputed term--
rounded up to full months. This offer shall only apply if 40% of the ordinary
operational useful life has been fulfilled.
A settlement payment shall be due upon acceptance of the contract. It shall be
calculated based on the total of the compensation still outstanding through the
expiration of the imputed term. Upon acceptance of this offer, the remaining
sum shall accrue interest at the prevailing Bundesbank discount rate at the time
of premature end of the contract. The sum, plus the prevailing value-added tax,
shall be due without deduction on the date of the premature end of the
contractual relationship. (In addition, the costs of return pursuant to section
XV shall be due).
In the event of the sale of the products returned to PMG within
90 days, 90% of the net sales proceeds--but not more than the amount of the
compensation payment therefor--shall be credited to the customer.
IV. PAYMENT: 1. The customer shall pay compensation on a monthly basis in
advance starting from the first day of the month following delivery of the
operationally ready products. The compensation shall not include any fees
payable to the Deutsche Bundespost or other agency.
2. If the customer defaults on a payment, PMG shall be entitled to charge
interest in the amount of 3% above the respective discount rate of the Deutsche
Bundesbank.
3. The customer may only assert a right of retention if said right is based on
claims arising from this leasing contract. He shall be entitled to an offset
against the claims of PMG if PMG has acknowledged the customer's counter claim
or if said counter claim has been established by final judicial determination.
V. CHANGE IN COMPENSATION: 1. The monthly compensation may be adjusted
accordingly if the delivery of products pursuant to the agreement takes place
more than 4 months following the conclusion of the contract and the sales prices
for the products charged by the suppliers changes during this period.
2. If the cost factors which influence the compensation change following
conclusion of the contract, or if the taxes payable in connection with this
contract are changed, revoked or reintroduced, the monthly compensation may be
adjusted in accordance with the changed circumstances.
3. The adjustment shall be made in writing and shall include communication of
the amount and the point in time from which the change of compensation shall
apply.
4. If, as a result of the adjustment pursuant to section 2--in relation to the
overall leasing period to date--the compensation increases by more than an
annual average of 5%, the customer shall be entitled to terminate the contract
within a period of 4 weeks following receipt of the written notice of
modification; said termination shall be effective on the date on which the new
compensation would become effective in the absence of termination. Said
termination right on the part of the customer
shall not exist if new or modified taxes were the reason for the increase of
compensation.
