Payment Agreement - Schoeller Wavin Systems NV and IFCO Systems GmbH
[English translation]
[IFCO Systems GmbH Letterhead]
Payment Agreement
by and between SWS, Vilsteren PD, Netherlands 7734
and
Ifco, Pullach 82049, Germany
March 27, 2002
Because Ifco cannot fulfil its overdue payment obligations amounting to about
(euro) 5,000,000, SWS is ready to adjust the payment due dates under the
following conditions:
1.
The new framework agreement, as agreed on in Amsterdam, shall be signed by March
29, 2002.
2.
Property rights to the palettes delivered after April 1, 2002, shall remain with
SWS. These crates shall be delivered with retention of title until final
payment. The management of Ifco shall take suitable measures to secure the
collaterals for SWS.
3a.
The following payment plan shall be agreed on for payment of outstanding debts
from deliveries in 2001:
- (Euro) 1.5 million on May 31, 2002
- (Euro) 1.5 million on June 30, 2002
- (Euro) 2.0 million on July 30, 2002
3b.
For payment of the outstanding debts of about (euro) 3.5 million for crates
already delivered in January and February 2002, the following payment plan shall
be agreed upon:
- weekly payments of (euro) 500,000.00 beginning on June 1, 2002 until payment
of the debt
3c.
Deliveries beginning on March 1, 2002, shall be paid on time, sixty days after
receipt of invoice.
<PAGE>
4.
Interest of 0.67% per month shall be charged on all claims by SWS named in
point 3 and paid by Ifco. If Ifco shall have sufficient funds by refinancing
to pay suppliers, then SWS shall be appropriately paid.
5.
The agreement reached between the parties on March 15, 2002 in regard to the
3,666 tons of crates, shall be adjusted beginning on April 1, 2002, by having
50% of all orders for this crate material, ordered and appropriately invoiced
by SWS, delivered by Ifco Material free of charge, and the remaining 50% of
orders mutually offset at a materials price of 1.78 DM per kg of material.
6.
The prices for all quantities delivered in 2002, as well as in the new
framework agreement, shall be raised by (euro) 0.05 per kg, if Ifco does not
keep to one of the payment agreements named under item 3, regardless of
whether the payment remains outstanding.
7.
It shall be agreed for the U.S.A. that the existing supply agreement shall
remain in force. If Ifco has secured the final refinancing, including the bond
arrangement, and simultaneously has given SWS a minimum delivery guarantee for
at least 5 years, the parties shall be prepared to negotiate a price
adjustment.
Completion of the three 6424 tools shall be temporarily halted until liquidity
has re-stabilized.
Schoeller Wavin Systems N.V. Ifco Systems GmbH
/s/ R. WOLFKAMP /s/ E. DE BOKS /s/ K. POHLER /s/ W. ORGELDINGER
R Wolfkamp, E. de Bokx K. Pohler, W. Orgeldinger