<Page>
EXHIBIT 10.1(g)
LEASING AGREEMENT (B+L)
NO. 559 02
Lessor (LG): DEGECENSUS Grundstucksverwaltungsgesellschaft mbH
Immobilien-Vermietungs KG
[DEGECENSUS Property Management Company GmbH
Real Estate Leasing Limited Partnership]
Hauptstrasse 131-137
65760 Eschborn
Lessee (LN): Schabmuller GmbH
Industriestrasse 8
92334 Berching/Sollngriesbach
Leased property: Production, storage and administration building
Location: Industriestrasse 8, 92334 Berching/Sollngriesbach
Municipal Court: Neumarkt in der Oberpfalz
Land register of: Sollngriesbach
Volume: 11 Page: 405
Parcel no.: 204 Size: 440 m(2)
Parcel no.: 275/37 Size: 550 m(2)
Parcel no.: 275/34 Size: 1,488 m(2)
Parcel no.: 275/41 Size: 7,598 m(2)
Parcel no.: 203 Size: 4,245 m(2)
Parcel no.: 275/39 Size: 9,025 m(2)
Parcel no.: 275/42 Size: 26 m(2)
Parcel no.: 275/35 Size: 13,101 m(2)
The machines and operating equipment, as defined by
Section 68 BewG [Valuation Law], located on the property
are not the subject matter of this Leasing Agreement.
SPECIFICS OF THE AGREEMENT
<Table>
<Caption>
1. Total Investment Costs (GIK) Computational depreciation in % p.a.
----------------------------
Land DM 1,326,000.00
Buildings DM 5,712,000.00 2.778
---------------
Total DM 7,038,000.00
---------------
Residual value at the end of the
term of lease: DM 3,546,825.60 50.395% of the GIK
</Table>
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2. TERM OF LEASE
Term of lease: 22 years
3. DATE, PRELIMINARY
Occupancy date: November 30, 1996
Commencement of tenancy: December 1, 1996
4. PROCESSING FEE
- not applicable -
5. CONTRIBUTION TO ADMINISTRATIVE COSTS
0.188% p.a. of the total investment costs
6. RENTS
The total annual payments comprise:
DM 511,250.70 (7.264% of the GIK).
The total annual payments are computed by the Lessor on the basis of an
assumed financing interest rate of 5.69% p.a. with a five-year fixing
period at 100% disbursement. They consist of rents that include expenses
and the contribution to administrative costs.
By no later than the commencement of tenancy, the Lessor will determine the
amount and composition of the total payments and the first rent conversion
date in accordance with Section 14 Item 1.2 of the General Terms of Lease
and will notify the Lessee thereof.
The Lessee can then demand from the Lessor a determination of the financing
conditions by no later than the occupancy date of the leased property,
provided the Lessor has not yet utilized any funds available for financing.
The Lessor must be notified in writing of the Lessee's request.
The total payments for the period up to the first rent conversion will then
be based on the financing terms obtained by the Lessor.
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7. SPECIAL LOANS
The total annual payments according to item 6 do not reflect:
Costs of reestablishment and/or reconstruction to be paid by the Lessor in
the event of accidental, full or partial loss or full or partial
destruction of the leased property,
as well as
possible reductions in the total payments of the Lessee in the
aforementioned cases and in the event that the Lessee is unable to utilize
the leased property for an extended period of time for reasons for which it
cannot be held responsible.
The costs to be borne by the Lessor in this regard and/or the reduced
amounts will be made available, when payable, to the Lessor by the Lessee
in the form of a special loan. The special loan will yield 7.0% annual
interest and will be due for repayment, including interest, following
termination of the Leasing Agreement.
8. LEASE APPLICATION
The Lessee offers the Lessor the conclusion of this Leasing Agreement under
the conditions mentioned above and listed below. The Lessee will remain
bound to its offer for a period of six weeks. This period begins upon
receipt of all records required to review the application.
9. PARTS OF THE AGREEMENT
This Leasing Agreement comprises the General Terms of Lease and the
appended Supplementary Agreements.
As soon as the final Leasing Agreement data have been set, the Leasing
Agreement will be amended and/or supplemented accordingly by the Lessor.
Eschborn, dated November 15, 1996 Berching/Sollngriesbach, dated
DEGECENSUS Schabmuller GmbH
Grundstucksverwaltungsgesellschaft mbH SCHABMULLER GMBH
Immobilien-Vermietungs KG Electromotoren
Industriestrasse 8
92334 Berching/Sollngriesbach
Telephone 08462-2040 - Fax 08462-1841
[signature] [signature]
- -------------------------------------- -------------------------------------
- - Lessor - - Lessee -
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GENERAL TERMS OF LEASE
Section 1 LEASED PROPERTY
1. The Lessor leases to the Lessee the leased property described in the
Leasing Agreement.
2. The Lessee will use the leased property exclusively for commercial
purposes and exclusively for [generating] sales subject to sales tax
and, furthermore, will only use it for the purpose agree to with the
Lessor and in accordance with official regulations.
Section 2 PERFORMANCE OF THE AGREEMENT
1. The Lessee is aware that for performance of this Leasing Agreement,
the developed property must first be acquired.
The Lessee acknowledges the contracts to be concluded by the Lessor
for this purpose. In doing so, the Lessee accepts all payment
obligations resulting from these contracts and the enforcement
thereof, which shall be charged against the total investment costs
in accordance with Section 11 and/or the ancillary leasing costs in
accordance with Section 15 and must be fulfilled.
2. The outcome of any legal disputes that become necessary in
connection with the performance of the Leasing Agreement, whether by
court ruling, settlement or other means, shall be binding on the
Lessor and the Lessee.
Section 3 OCCUPANCY
1. The Lessee is obligated to take possession of the leased property as
soon as the Lessor has acquired the leased property in accordance
with the provisions of the property purchase agreement. The Lessee
shall take possession of the leased property in as-is condition. The
Lessor assumes no liability for the leased property being vacated in
a timely manner.
2. The Lessee is already the renter of the leased property, and shall
assume all resulting risks, hazards and costs until the date of
occupancy. In this regard, it indemnifies the Lessor against damage
to the leased property.
3. The Lessee will have performed, at its expense, any construction it
requires following occupancy of the leased property, and will
supervise completion and invoicing.
Section 4 MAINTENANCE AND OPERATION
1. The Lessee will use the leased property with the care of a prudent
businessman, and will maintain at its own expense. It guarantees the
Lessor that the leased property will not be depreciated, as a result
of use, beyond the [rates of] depreciation included in the rents.
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After having given unsuccessful warning, the Lessor is entitled to
have repairs completed at the expense of the Lessor.
2. The duty to make the premises safe for persons or vehicles is
incumbent upon the Lessee; the Lessee indemnifies the Lessor against
third-party claims in this regard.
3. Within the scope of its use, the Lessee is responsible to the Lessor
for fulfillment of all current and future legal and official
regulations/requirements applicable to the leased property and the
business operations practiced therein.
Section 5 INSTALLATIONS AND CONVERSIONS
1. The Lessor is entitled to complete installations/conversions,
provided they do not adverse affect the value and usability of the
leased property.
The Lessee is entitled to install operating equipment, as defined by
Section 68 BewG, provided it is able to demonstrate that such
equipment is only being installed for temporary use.
2. Major constructional changes require the prior written approval of
the Lessor. This approval cannot be denied, provided the intrinsic
value and the usability of the leased property are not adversely
affected and official requirements are fulfilled.
3. The Lessee is entitled to remove installations/conversions, provided
it reestablishes the original condition at its expense.
Upon termination of the Leasing Agreement, the Lessee can demand
that the Lessor remove the installations/conversions and reestablish
the original, contractually stipulated condition at the expense of
the Lessee.
Section 6 SUBLETTING
1. Subletting of the leased property by the Lessee is only permitted
with the written approval of the Lessor. This approval may only be
denied for good cause.
2. The Lessee will notify the Lessor of subleases, and hereby assigns
its current and future claims derived for the sublease to the
Lessor. The Lessor hereby accepts the assignment and is entitled to
disclose the assignment.
Section 7 GUARANTY
1. The Lessor hereby authorizes the Lessee to assert, on its own behalf
and at its expense, the guaranty claims to which the Lessor is
entitled under the property purchase agreement it has concluded.
Claims for payment and substitute delivery shall be asserted for
performance to the Lessor. The Lessor will credit any payments it
receives to rents for the remaining term of lease or will make such
payment available to the Lessee for the purpose of establishing the
condition of the leased property stipulated by contract. The Lessor
does not assume any further guaranties.
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2. The Lessee is obligated to assert the guaranty claims within the
agreed or legal time periods. It will notify the Lessor in writing,
within ten days, of any defects discovered during the guaranty
period.
3. If the participation of the Lessor is required to assert claims, it
will be bill its expenses to the Lessee.
Section 8 LIABILITY
1. The Lessor is liable for the risks of damage to the leased property
as a result of fire, tap water and storms, as well as the risk of
accidental, full or partial loss of the leased property.
2. In the event of full or partial destruction or full or partial
accidental loss of the leased property, the Lessor is obligated to
reconstruct and/or reestablish [the leased property] at its expense.
If the Lessee is responsible for the destruction, it is obligated to
reconstruct and/or reestablish [the leased property] at its expense.
Section 9 INSURANCE POLICIES
1. The Lessee will make the Lessor aware of the requirements of
adequate insurance coverage, and will inform the Lessor of changes
in the risks requiring insurance coverage.
2. For the period following occupancy of the leased property, the
Lessor will take out a fire insurance policy within the scope of its
EC coverage at the indexed new value. It will also obtain comparable
insurance coverage against storm and tap water damage. In addition,
it will take out a property liability insurance policy and, if
applicable, a water damage liability insurance policy.
The Lessee undertakes to observe and comply with the terms and
safety requirements and regulations on which the insurance policies
are based, as well as any guidelines stipulated by the insurance
carriers. The Lessee shall request that the Lessor provide it with
any of these provisions with which it is not familiar. Violations
can result in the cancellation of insurance benefits by the
insurance carrier, and the Lessee shall be responsible for any
losses incurred as a result.
The Lessee, in coordination with the Lessor, is entitled to take out
the insurance policies to be concluded by the Lessor under the terms
of the Leasing Agreement, provided the premiums are more favorable
than for policies concluded by the Lessor and the scope of coverage,
terms, and policy numbers and deductibles remain unchanged.
3. Following occupancy of the leased property, the Lessee will obtain,
at its expense, adequate manufacturers' liability, use and occupancy
and inventory insurance coverage, as well as environmental liability
insurance coverage. The Lessor can demand evidence of such coverage.
4. Notwithstanding the provisions in Section 8 Item 2, the Lessee will
promptly report to the Lessor any damage occurring in the leased
property, and will file the necessary claims at its own expense and
in coordination with the Lessor. In individual cases, the Lessor is
entitled to file the necessary claims at the expense of the Lessee.
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Section 10 TERM OF LEASE
1. The term of lease commences on the first day of the month following
occupancy of the leased property.
2. Upon termination of the term of lease, the Lessee shall return the
leased property to the Lessor in the contractually stipulated
condition.
Section 11 RENT ASSESSMENT BASIS
1. The assessment basis for rents comprises the total investment costs
for the developed property, which consist of the purchase price of
the developed property without operating equipment, as well as the
ancillary costs of acquisition and financing, if applicable, even
when such costs are incurred after the commencement of tenancy.
The total investment costs also include the Lessor's contribution to
administrative costs, according to Item 5 of the Leasing Agreement,
for the period between conclusion of the Leasing Agreement and
commencement of tenancy, as well as any decontamination costs for
the entire leased property and the certification costs incurred in
connection with this Agreement.
2. In the event that the investment funds made available do not cover
the final total investment costs and/or the total investment costs
increase during the term of the Leasing Agreement, the Lessee is
obligated to provide the Lessor with funds for lost supplementary
tenant payments in the amount of the shortfall. Following the
consumption of the investment funds made available by the Lessor,
these supplementary tenant payments shall be paid on request.
3. At the request of the Lessee, the Lessor can apply for an increase
in the investment funds made available. The rents to be stipulated
for the amount of the increase will then be based on the money and
capital market conditions in place at the time in question.
4. Once all invoices are available, the Lessor will determine the final
total investment costs and notify the Lessee thereof; these costs
will then serve as the basis of this Leasing Agreement.
Section 12 DISBURSEMENT CONDITIONS
1. The Lessee is aware that the Lessor may only dispose of the funds
that are made available when:
1.1 the clear transfer of title to the property to the Lessor is
secure
1.2 the priority-based lien on the property to the benefit of
the Lessor's bank has been secured and verified under the
agreed conditions
1.3 the building permit, confirmation of waiver of the permits
of acceptance for ready use for portions of the building
constructed after 1982 issued by the district
administrator's office in Neumarkt in der Oberpfalz, and the
insurance and inventory records for the leased property are
available.
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2. All previously required payments will be rendered by the Lessee. The
Lessor will provide reimbursement for out-of-pocket expenses
associated with the total investment costs once the disbursement
requirements have been met.
Section 13 CONTRIBUTION TO ADMINISTRATIVE COSTS
The contribution to administrative costs for the period between
conclusion of the Leasing Agreement and commencement of tenancy
becomes part of the total investment costs.
Section 14 ADJUSTMENT OF RENTS
The Lessor is entitled and obligated to adjust the rents:
1. if the depreciable portion of the total investment costs
changes as a result of a notice of tax assessment and/or the
depreciation for wear and tear (AfA) permissible under tax
law is reduced to a level below the depreciation on which
computation of the rent is based, in accordance with Item 1
of the Leasing Agreement. In these cases, a retroactive
adjustment is also permissible.
2. at the time of rent conversion, under consideration of the
money/capital market conditions in place at the time in
question; the new rent conversion date will also be
determined by the Lessor at this time.
Section 15 ANCILLARY LEASING COSTS
1. The Lessee will reimburse the Lessor for ancillary costs incurred.
2. The ancillary costs include, in particular:
2.1 the costs of insurance policies taken out by the Lessor in
accordance with Section 9 Item 2
2.2 the costs, if applicable, of regular maintenance, inspection
and repair of the technical equipment
2.3 all property-related taxes, levies, contributions, and fees,
even in the event that they are newly introduced during the
term of lease
2.4 the prorated portion of property tax resulting from the
leased property, including taxes on earnings on this
property tax
2.5 any trade tax incurred when long-term debt, interest on
long-term debt, and long-term charges are added to the
Lessor's basis for assessment of trade tax, and/or if
reductions in the trade tax cannot be effected
2.6 the costs incurred by the Lessor (e.g., property inspection,
contributions to the chamber of commerce and industry,
necessary amendments to the bylaws, possible partnership
interest transfers, etc.)
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2.7 the costs incurred by the Lessor for annual audits will be paid by
the Lessor in the first year in the form of a lump-sum payment in
the amount of DM 850.00. The lump-sum payment will increase each
year by 3% over the amount from the previous year.
Section 16 PAYMENT MODALITIES
1. One-quarter of each [annual] rent is payable in advance on the first
day of each quarter, the first payment being payable in accordance
with Section 10 Item 1.
2. The ancillary leasing costs are payable within ten days of the
invoice date.
3. The Lessee hereby authorizes the Lessor to collect all payments
arising from this Leasing Agreement, including the special loan in
accordance with Item 7 of the Leasing Agreement, by direct debit
from the bank account of the Lessee.
4. All payments listed in accordance with Items 5 and 6, as well as in
accordance with Section 15 of the Leasing Agreement do not include
turnover tax. Pursuant to Section 9 UStG [Turnover Tax Act], the
Lessor will subject its rental revenues to turnover tax, and will
provide separate invoices for turnover tax on rents and ancillary
leasing costs. Special loans are currently exempt from turnover tax.
5. If the Lessee fails to comply with the stipulated payment dates
and/or payment obligations, it shall pay late payment fees in the
amount of 5.0 percentage points above the discount rate issued by
the Deutsche Bundesbank [German Central Bank] for payments in
arrears. The parties to the Agreement reserve the right to furnish
evidence of a higher or lower loss.
Section 17 SETOFF/REDUCTION
1. All payments under this Leasing Agreement are payable without regard
to the condition and usability of the leased property. This does not
apply, assuming that the Lessor is given advance notice by the
Lessee in a timely manner,
1.1 in the event of the accidental, full or partial loss of the
leased property
1.2 in the event of the full or partial destruction of the
leased property, as well as in the event of the leased
property becoming unusable for an extended period of time,
provided this circumstance is not attributable to the
Lessee.
2. The Lessee is not entitled to offset claims with counter-claims,
unless the claims in question are undisputed claims or claims
recognized by declaratory judgment.
Section 18 TERMINATION
1. The Leasing Agreement cannot be terminated during the term of lease,
unless otherwise stipulated below. Both parties to the Agreement are
entitled to termination for good cause.
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2. The Lessor is, in particular, entitled to termination without notice
if:
2.1 The Lessee discontinues its payments or a petition in
bankruptcy is filed for its assets, or a petition is filed
to institute other judicial or extrajudicial proceedings to
regulate debt
2.2 the Lessee's liability base is adversely affected by a
change in its legal for or its ownership
2.3 the economic circumstances of the Lessee have changed to
such an extent as to jeopardize regular payment of
stipulated payments
2.4 the Lessee is in arrears for a period of more than 14 days
with payments amounting to more than 1/4 of the total annual
payment, in spite of having received written warning from
the Lessor
2.5 the Lessee fails to fulfill other contractual obligations
within 14 days, in spite of having received written warning
from the Lessor.
3. In the event of termination for which the Lessee can be held liable,
the Lessee shall compensate the Lessor for any losses it incurs as a
result of premature termination of the Leasing Agreement,
particularly loss of rent. The advantages created as a result of
this premature termination, especially those due to alternative use
of the leased property and premature redemption of the financing,
will be credited against the loss, as will the special loans
provided to the Lessor by the Lessee. In the event of alternative
use or sale of the leased property, the proceeds will also be
credited, provided they exceed the calculated residual value upon
expiration of the term of lease plus the portion of the special loan
repaid by the date of termination.
Section 19 WITHDRAWAL
1. Both parties to the Agreement can withdraw from this Leasing
Agreement if, for reasons for which the Lessee is responsible,
acquisition of the developed property within one year of conclusion
of the Leasing Agreement is not possible.
2. In the event of withdrawal in accordance with Item 1, the Lessee
will reimburse the Lessor for all total investment costs incurred
and yet to be incurred, as well as all other costs and expenditures
already incurred and resulting from the withdrawal. To cover its
costs, the Lessor will assess a lump-sum fee of 2.0% (plus turnover
tax) of the total investment costs indicated under Item 1 of the
Leasing Agreement; the Lessee reserves the right to furnish evidence
of lower costs incurred. Instead of assessing a lump-sum fee, the
Lessor is also entitled to bill the Lessee for the specific costs
and expenditures it has incurred as a result of the Agreement.
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Section 20 ASSIGNMENT, TRANSFER, INFORMATION
1. The Lessor can assign to a bank all rights and claims arising from
this Leasing Agreement, as well as the rights and claims arising
from the insurance policies it has concluded. Furthermore, the
Lessor is entitled to transfer all of its rights and obligations
arising from this Leasing Agreement, with the effect of settling
debts, to companies affiliated with one of the Lessor's group
companies. In this case, the Lessee is obligated to continue this
Leasing Agreement, together with all rights and obligations
[associated with it], with the new lessor.
2. The Lessee can only assign the claim for repayment of the special
loans to which it is entitled with the written approval of the
Lessor.
3. The Lessee will provide the Lessor with information concerning its
legal, earnings and financial circumstances, and will also provide
the Lessor, within the six months following the preceding fiscal
year, two copies of its annual financial statements, audit reports
and, if applicable, company reports. The Lessor can demand that
annual financial statements be provided that have been prepared by a
tax accountant or certified by a certified public accountant. During
the term of lease, the Lessee will inform the Lessor, promptly and
without having been requested to do so, of all significant legal and
economic changes within its company.
4. The Lessor undertakes to treat as confidential all records and
information provided. The Lessor will receive all records at no
charge.
Section 21 ACCESS
The Lessee or its authorized agent is permitted access to the leased
property at appropriate times and by prior arrangement.
Section 22 MISCELLANEOUS
1. The Lessee is responsible for all costs incurred upon conclusion,
amendment and execution of the Leasing Agreement.
2. Subsidiary agreements to this Leasing Agreement must be made in
writing. They will be incorporated as parts of this Leasing
Agreement.
Section 23 VALIDITY CLAUSE
Should one or more provisions of this Leasing Agreement be or become
invalid, this shall not affect the validity of its remaining
portions. The parties concluding the Agreement are obligated to
supplement the Agreement analogously.
<Page>
SUPPLEMENTARY AGREEMENT NO. 1
TO THE LEASING AGREEMENT NO. 559 02
between
DEGECENSUS Grundstucksverwaltungsgesellschaft mbH
Immobilien-Vermietungs KG
Hauptstrasse 131-137
65760 Eschborn
- hereinafter referred to as the Lessor -
and
Schabmuller GmbH
Industriestrasse 8
92334 Berching/Sollngriesbach
- hereinafter referred to as the Lessee -
Lessor and Lessee concluded Leasing Agreement No. 559 02 for a production,
storage and administrative building in 92334 Berching/Sollngriesbach with
investment costs in the amount of DM 7,038,000.00 on November 15, 1996.
This Supplementary Agreement No. 1 becomes part of the aforementioned Leasing
Agreement upon being signed in a legally binding fashion.
In amendment and/or supplementation of the Leasing Agreement, the following is
agreed by the Lessor and the Lessee:
1. The jointly established total investment costs (GIK) in accordance with
Item 1 of the Leasing Agreement, as specified in the property statement of
April 23/May 21/May 28, 1997, amount to DM 7,130,654.40, and are comprised
of the following:
<Table>
<Caption>
Computational depreciation
Land DM 1,345,113.38
Buildings DM 5,785,541.02 2.778 % p.a.
---------------
Total DM 7,130,654.40
---------------
</Table>
The computed residual value at the end of the term of lease comprises DM
3,595,043.60 (50.417% of the GIK).
2. The tenancy shall commence on December 1, 1996.
3. In accordance with Item 6 of the Leasing Agreement and under consideration
of the contribution to administrative costs specified under Item 5, the
total annual payments as of December 1, 1996 comprise (in DM, not including
turnover tax)*:
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<Table>
<Caption>
Year Total annual payments
12/1996 DM 12,956.01
1997 DM 511,619.79
1998 DM 511,816.16
1999 DM 511,816.16
2000 DM 511,816.16
2001 DM 511,816.16
2002 DM 511,816.16
2003 DM 511,816.16
2004 DM 511,816.16
2005 DM 511,816.16
2006 DM 511,816.16
2007 DM 511,816.16
2008 DM 511,816.16
2009 DM 511,816.16
2010 DM 511,816.16
2011 DM 511,816.16
2012 DM 511,816.16
2013 DM 511,816.16
2014 DM 511,816.16
2015 DM 511,816.16
2016 DM 511,816.16
2017 DM 511,816.16
01-11/2018 DM 469,057.70
</Table>
* Differences of up to DM 0.01 are attributable to the rounding of figures
4. The total annual payments were computed on the basis of the financing
interest of 5.59% p.a., which is stipulated as being fixed until November
30, 2001.
5. The next rent conversion will take place on November 30, 2001. The total
annual payments due will be adjusted for the ensuing period.
6. All other provisions of Leasing Agreement No. 559 02 shall remain in
effect, provided they are not revoked, amended or supplemented by this
Supplementary Agreement No. 1.
Eschborn, dated September 17, 1997 Berching/Sollingriesbach, dated
September 10, 1997
DEGECENSUS
Grundstucksverwaltungsgesellschaft mbH Schabmuller GmbH
Immobilien-Vermietungs KG SCHABMULLER GMBH
Electromotoren
Industriestrasse 8
92334 Berching/Sollngriesbach
Telephone 08462-2040 - Fax 08462-1841
[signature] [signature]
- -------------------------------------- -------------------------------------
(Signatures) (Signatures)
- - Lessor - - Lessee -
<Page>
CONFIRMATION
DEGECENSUS Grundstucksverwaltungsgesellschaft mbH
Hauptstrasse 131-137
65760 Eschborn
- hereinafter referred to as DEGECENSUS -
is the sole general partner
and
DEGESUR Grundstucksverwaltungsgesellschaft mbH
Hauptstrasse 13-137 [sic]
65760 Eschborn
- hereinafter referred to as DEGESUR -
is the sole limited partner in
DEGECENSUS Grundstucksverwaltungsgesellschaft mbH
Immobilien-Vermietungs KG
Hauptstrasse 131-137
65760 Eschborn
- hereinafter referred to as the Lessor -.
The Lessor intends to conclude Leasing Agreement No. 559 02 for a production,
storage and administrative building in 92334 Berching/Sollngriesbach with
Schabmuller GmbH
Industriestrasse 8
92334 Berching/Sollngriesbach
- hereinafter referred to as the Lessee -.
In addition, the Lessee shall be granted an option to acquire the partnership
interest in the Lessor.
This said, both DEGECENSUS and DEGESUR, in their capacity as sole general
partner and sole limited partner, for the event that the aforementioned Leasing
Agreement and the aforementioned option are brought about in a legally binding
manner, declare the following:
DEGECENSUS Grundstucksverwaltungsgesellschaft mbH & Co. Immobilien-Vermietungs
KG will not sell the leased property prior to the termination of Leasing
Agreement No. 559 02 with Schabmuller GmbH without the approval of the Lessee.
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In our capacity as partners in DEGECENSUS Grundstucksverwaltungsgesellschaft mbH
Immobilien-Vermietungs KG, we undertake to ensure the fulfillment of this
obligation.
Eschborn, dated October 25, 1996 Eschborn, dated October 25, 1996
DEGECENSUS DEGESUR
Grundstucksverwaltungsgesellschaft mbH Grundstucksverwaltungsgesellschaft mbH
[signature] [signature]
- -------------------------------------- --------------------------------------
<Page>
OFFER TO ACQUIRE THE PARTNERSHIP INTEREST
1. PREAMBLE
1.1 DEGECENSUS Grundstucksverwaltungsgesellschaft mbH
- hereinafter referred to as DEGECENSUS -
is the general partner and
DEGESUR Grundstucksverwaltungsgesellschaft mbH
- hereinafter referred to as DEGESUR -
is the limited partner in the company, registered in the commercial
register of the Frankfurt am Main District Court,
DEGECENSUS Grundstucksverwaltungsgesellschaft mbH Immobilien-Vermietungs
KG Hauptstrasse 131-137
65760 Eschborn
- hereinafter referred to as the Lessor -,
with its head office in Eschborn.
1.2 The Lessor has concluded Leasing Agreement No. 559 02, dated November
15, 1996, for a production, storage and administrative building in 92334
Berching/Sollngriesbach, for a term of 22 years, with
Schabmuller GmbH
Industriestrasse 8
92334 Berching/Sollngriesbach.
1.3 The Lessor has concluded loan agreements for financing purposes.
2. OFFER
This said, DEGECENSUS and DEGESUR submit the following offer:
2.1 DEGECENSUS undertakes to transfer, in full or in part, the partnership
interest it holds as the general partner in the Lessor, with effect and
with the right to participate in profits on the date of acceptance of
the offer, to the Lessee or to a third party to be designated by the
Lessee at the time of termination of this Leasing Agreement.
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2.2 DEGESUR undertakes to transfer, in full or in part, the partnership
interest it holds as the limited partner in the Lessor, with effect and
with the right to participate in profits on the date of acceptance of
the offer, to the Lessee or to a third party to be designated by the
Lessee at the time of termination of this Leasing Agreement.
2.3 The offer can only be accepted upon expiration
2.3.1 of a term of lease of 22 years or
2.3.2 of a term of lease of 10 years or
2.3.3 of a term of lease of 15 years or
2.3.4 of a term of lease of 20 years
from the date of commencement of the above-mentioned Leasing Agreement.
2.4 The offer can only be accepted unanimously once
2.4.1 all obligations of the Lessee under the Leasing Agreement specified
under Item 1.2 have been completely fulfilled prior to acceptance of the
offer
and
2.4.2 DEGECENSUS, DEGESUR and all other companies of the VR-LEASING Group have
been indemnified against joint liability for the obligations of the
Lessor vis-a-vis its creditors at the of acquisition of the partnership
interest, as well as against all third-party claims of an economic,
fiscal and other nature.
2.5 The purchase price for the partnership interest is comprised of the
capital, the reserves, the profit carried forward, and the prorated net
income for the year.
If the offer to acquire the partnership interest is accepted prior to
expiration of the term of lease in accordance with Item 2.3.1, the
purchase price shall increase, for each remaining lease year, by the
contribution to administrative costs specified under Item 5 of the
Leasing Agreement, as well as by any applicable damages (e.g., early
payment penalties, fees) claimed by the refinancing bank against the
Lessor.
2.6 DEGECENSUS and DEGESUR shall each be informed of the acceptance of this
offer by registered mail by no later than 12 months prior to expiration
of the dates specified under Item 2.3. If this twelve-month deadline is
missed, this offer can no longer be accepted, and refusal to accept the
offer for any reason will require no further explanation.
2.7 DEGECENSUS and DEGESUR are entitled to withdraw this offer immediately
if the Lessor has prematurely terminated the Leasing Agreement for good
cause. This [notice of] withdrawal will then be issued to the Lessee by
registered mail and will take effect upon receipt.
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2.8 The terms of this offer shall affect the respective legal successor both
positively and negatively.
2.9 The Lessee is responsible for all current and future costs, fees and
taxes associated with this offer.
2.10 The invalidity of one or more terms of this offer, if applicable, shall
not affect the validity of the remaining terms. Instead, they shall be
executed analogously. Any invalid portion of this offer shall then be
replaced with a provision that most closely approximates the purpose of
the invalid portion.
Eschborn, dated September 17, 1997
[signature]
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DEGECENSUS Grundstucksverwaltungsgesellschaft mbH
Eschborn, dated September 17, 1997
[signature]
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DEGESUR Grundstucksverwaltungsgesellschaft mbH
Berching/Sollngriesbach, dated September 10, 1997
[signature]
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SCHABMULLER GMBH
Electromotoren
Industriestrasse 8
92334 Berching/Sollngriesbach
Telephone 08462-2040 - Fax 08462-1841
Schabmuller GmbH