Attached files
| file | filename |
|---|---|
| EX-10.BL - POSITIVE NEGATIVE MORTGAGE STATEMENT DATED OCTOBER 19, 2005 (ENGLISH TRANSLATION)` - MET PRO CORP | mpr201002bv1exbl.htm |
| EX-10.BM - GENERAL CONDITIONS OF FORTIS BANK (ENGLISH TRANSLATION) - MET PRO CORP | mpr201002bv1exgc.htm |
| EX-10.BN - GENERAL CREDIT CONDITIONS OF FORTIS BANK (ENGLISH TRANSLATION) - MET PRO CORP | mpr201002bv1exgcc.htm |
| 8-K - FORM 8K - MET PRO CORP | mpr201002bv1.htm |
| [English Translation] |
Exhibit
(10)(bk)
|
 Solid
partners, flexible solutions
|
| CONFIDENTIAL
Mefiag
B.V.
Attn.
the Management
Magnesiumweg
2
8445
PJ Heerenveen
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|
Date
Our reference
Re
|
19
October 2005
K.
Dijkstra /nh
General
Credit Offer
|
Fortis Bank
(Nederland) N.V.
Business
Centre
IJsselland
Snipperlingsdijk
10-20
Postbus
81
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|
7400 AS
Deventer
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| Gentlemen, | Telefoon | ||||
| 0570-558150 | |||||
|
We
hereby confirm that we are prepared to provide for the following credit
arrangement:
|
Fax
0570-625775
|
||||
| A. | A current account facility with a limit of EUR 300,000,-- | ||||
| (in writing: three hundred thousand Euros). | |||||
|
Credit
receiver
|
:
Mefiag B.V.
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|
Objective
|
:
renovation of business property, located and established
at
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|
Magnesiumweg 2 in Heerenveen, the Netherlands
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|
Availability
|
:
The credit will be made available to you by means of
invoices,
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|
:
made expedient to us by the constructor.
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| The aforementioned facility is at your disposal until further notice, but at the latest until 1 April 2016. | |||||
| B. | A loan in the amount of EUR 1,000,000,-- | ||||
| (in writing: one million Euros). | |||||
|
Credit
receiver
|
:
Mefiag B.V.
|
||||
|
Objective
|
:
renovation of business property located and established at
|
||||
|
Magnesiumweg
2 in Heerenveen, the Netherlands
|
|||||
|
Interest
and duration
|
:
3.82% per annum until 01-01-2016
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|
As
a result of fluctuations on the money and capital market, the percentage
mentioned is valid until, at the latest, 26 October 2005.
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| Interest |
:
due per calendar quarter afterwards, the first time on
01-01-2006
|
||||
| Initials bank | Initials |
Fortis Bank (Nederland) N.V.,
gevestigd te/established at Rotterdam, Handelsregister/Trade register nr.
30064791
|
Date
Page
Re
|
Mefiag
B.V.
attn.
The Management
19
October 2005
2
General
Credit Offer
|
Solid
partners, flexible solutions
|
|
Redemption
|
:
EUR 25,000 quarterly due afterwards, as such
|
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|
|
for the first time on 01-04-2006.
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| End date |
: 01-01-2016,
on which date the loan should be completely settled.
|
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| The loan should be taken up in full at the latest by 01-04-2006. | |||||
| The payments should be settled with a current account in the name of the Credit Receiver and in such a way that the bank has the respective due amounts at its disposal on the expiry dates | |||||
| The total amount of this loan to the amount of EUR 1,000,000 will be held in a Deposit Account. After payment of the Construction, invoices from your current account upon presentation of the invoiced amount, excluding VAT, will be reimbursed from the deposit. | |||||
| The handling provision amounts to EUR 3,250. | |||||
| The following conditions will apply until further notice: | |||||
| Sub A | Debit interest annually 0.7% on top of the 1-month EURIBOR rate | ||||
| 0.125% turnover provision on the highest amount of the current account in a calendar quarter. | |||||
| Handling provision is a single charge and will be charged when taking up the respective loan. | |||||
| The other interests and/or provisions mentioned will be charged per calendar quarter afterwards. | |||||
|
As
further surety for the compliance with all issues due to us by yourself at
any given time and by whichever virtue, we will receive:
|
|||||
| - | A positive/negative mortgage statement on the untaxed registered goods | ||||
| Magnesiumweg 2 in Heerenveen, the Netherlands. | |||||
|
The
risk-bearing property of your partnership(s), (the sum of: (i) the placed
and deposited stock capital, increased with the freely payable reserves /
deducted profit, and decreased with immaterial assets, activated losses,
inter-company claims and claims on stockholders and (ii) the amount of
loans and advances, provided by (a) third party/parties to Credit
Receiver(s), which, as a result of agreements also entered into with the
bank, will be subordinated to the claims from the bank on
|
|||||
| Initials bank | Initials |
Fortis Bank (Nederland) N.V.,
gevestigd te/established at Rotterdam, Handelsregister/Trade register nr.
30064791
|
Date
Page
Re
|
Mefiag
B.V.
attn.
The Management
19
October 2005
3
General
Credit Offer
|
Solid
partners, flexible solutions
|
|
The
Credit Receiver(s)) in accordance with the balance, will never amount to
less than 35% of the total balance.
The
bank reserves the right to reconsider the continuation of this Credit
Arrangement if a substantial change occurs, especially in case of
modifications in the stockholders’ setup and/or the management and/or the
financial structure and/or the profitability of Mefiag B.V.
The
earnings after taxes will at least amount to EUR 200,000
annually.
The
standards for the financial ratios in this Credit Offer Letter or other
credit documentation are
established on the basis of the accepted regulations as currently
applicable to you and as widely
accepted for financial reporting. If these regulations are modified at any
given time, or (based on international developments such as the
materialisation of International Financial Reporting Standards IFRS) if
other regulations will be used as a result of which the outcome of stated
rations – in otherwise equal circumstances - would change, you are obliged
to immediately inform
this bank on the nature and consequences of the modified regulations. To
that means you
should present our bank with a comparison of a calculation of mentioned
ratios on the basis of regulations currently in use for financial
reporting, as well as a calculation on the basis of the new regulations.
Our bank is in said case entitled to, once again, establish the standards
for or the calculation method of said financial ratios. Before we will do
so, we will consult you in order to enable you to inform us regarding your
vision about the new standards.
On
our legal relationship the General Conditions and the General Credit
Conditions of our bank also apply, which are considered to be an integral
part of this General Credit Offer. Copies thereof are enclosed. By
accepting this General Credit Offer, you declare to have received and
agreed with said conditions.
By
accepting this General Credit offer you expressly declare that no existing
obligations towards third parties are infringed.
If
you agree with the aforementioned Credit Arrangement offer, we kindly
request you to initial the enclosed second copy of this General Credit
Offer on each page and to lawfully sign the last page, date it and return
it to us.
|
| Initials bank | Initials |
Fortis Bank (Nederland) N.V.,
gevestigd te/established at Rotterdam, Handelsregister/Trade register nr.
30064791
|
Date
Page
Re
|
Mefiag
B.V.
attn.
The Management
19
October 2005
4
General
Credit Offer
|
Solid partners,
flexible solutions
|
|
Enclosed
you can find the following document:
-
positive/negative mortgage statement
We
would gladly like to receive all copies of this document lawfully signed
and dated in return.
This
offer is valid until two weeks after the date of this General Credit
Offer.
Should
you, after reading this General Credit Offer, have any further questions
then we are gladly prepared to answer and/or amplify them. If that is
the case, we request that you contact Mrs. K. Dijkstra.
Sincerely,
Fortis
Bank (Nederland) N.V.
|
|
/s/
K. Dijkstra
|
As
agreed:
|
|
|
|
Management:
|
|
|
Credit
receiver:
|
Mefiag
B.V.
|
|
|
Signature:
|
|
|
|
/s/
J.D.H Huizinga
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|
Name
authorized person:
|
J.D.H.
Huizinga
|
|
| Date: | ||
|
|
10-19-05
|
|
| Appendix: | Second copy of this General Credit Offer General Conditions | |
| General Credit Conditions | ||
| Positive/Negative mortgage statement |
Fortis Bank (Nederland) N.V.,
gevestigd te/established at Rotterdam, Handelsregister/Trade register nr.
30064791