Exhibit 10.1(d)


 


LEASE AGREEMENT


 


THIS LEASE AGREEMENT is entered into as of the
27th day of
September, 2001, between DAIKIN INDUSTRIES, LTD.,
a Japanese corporation having its principal office at Umeda Center Bldg., 4-12,
Nakazaki-Nishi 2-chome, Kita-ku, Osaka 530-8323 (“Landlord”) and SAUER-DANFOSS-DAIKIN LTD., a Japanese corporation having its
principal office at 1-1 Nishi-Hitotsuya, Settsu, Osaka 566-8585 (“Tenant”).


 


The parties hereby agree as follows:


 


Article 1: DEFINITION


 


As used in this Agreement, the following terms shall have the meanings
set forth below:


(a)               “Demised Premises” shall mean the space
in the Building as shown on the floor plan attached hereto as Exhibit A with
the gross area of two thousand sixty-eight (2,068) square meters.


(b)              “Building shall mean the buildings named
Dai-2-Koujou, Dai-5-Koujou and Yuki-Dai-1-Shiken-Koujou located in the Plant.


(c)               “Plant” shall mean Landlord’s Yodogawa
Plant at 1-1 Nishi-Hitotsuya, Settsu, Osaka.


(d)              “Lease Term” shall have the meaning set
forth in Article 3.


(e)               “Permitted Use” shall mean office, test
laboratory, warehouse and incidental and ordinary related uses.


(f)                 “Common Facilities” shall have the
meaning set forth in Article 6.


(g)              “Rent” shall have the meaning set forth
in Section 8.1.


(h)              “Fee for Common Service” have the meaning
set forth in Section 8.2.


 


Article 2: Lease


 


Landlord hereby leases the Demised Premises to Tenant and Tenant hereby
leases the Demised Premises from Landlord, subject to all of the terms,
covenants and conditions in this Agreement.


 


Article 3: Lease Term


 


The Lease Term shall commence on the 1st day of October, 2001 and
unless sooner terminated pursuant to the provisions of this Agreement, shall
continue for a period of one (1) year from such date. Unless written notice to
the contrary shall have been given by either party to the other party at least
three (3) months prior to the expiry of such term or any extension thereof, the
Lease Term shall automatically be extended for successive period of one (1)
year each. Provided, however, that Landlord and Tenant may review the Rent
every September and agree to revise such rent.


 


Article 4: Permitted Use


 


Tenant shall use the Demised Premises only for the Permitted Use and
shall not use for any other purpose.


 


Article 5: Use of Demised Premises


 


	
  5.1.

  	
   

  	
  Tenant shall use the Demised Premises, the Common Facility and other
  common area in the Plant with the care of a good manager.

  



 


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  5.2.

  	
   

  	
  Tenant shall not make any alternations, additions or improvements to
  or of the Demised Premises or the Building or any part thereof without the
  prior written consent of Landlord in each instance.

  
	
  5.3.

  	
   

  	
  Tenant shall not sell, convey, assign, sublet or otherwise transfer
  or encumber all or any part of Tenant’s interest in this Agreement or the
  Demised Premises without the prior written consent of Landlord in each
  instance.

  
	
  5.4.

  	
   

  	
  Tenant shall, and shall cause its employees and visitors to, keep
  strictly confidential, and not use any purpose, any information relating to
  Landlord which has come to their knowledge at the occasion of, or in
  connection with, the use of the Demised Premises.

  



 


Article 6: Use of Common Facilities


 


Tenant is entitled to use in common with Landlord the following Common
Facilities in the Plant:


(a)               Canteen;


(b)              Meeting room;


(c)               Reception room;


(d)              Clothing-change room;


(e)               Medical center;


(f)                 Parking zone; and


(g)              Other facilities requested by Tenant and
permitted by Landlord.


 


Article 7: Rules and Regulations


 


Tenant shall observe and comply with the rules and regulations made by
Landlord for the proper management of the Plant and/or the Buildings. Landlord
may change such rules and regulations if it feels the changes are appropriate,
and Tenant agrees to observe and comply with the rules and regulations as so
amended.


 


Article 8: Rent and Fee for Common Service


 


	
  8.1.

  	
   

  	
  The Rent for the lease of the Demised Premises each month shall be
  five hundred four thousand two hundred sixty-four Yen (¥504,264) excluding
  consumption tax.

  
	
  8.2.

  	
   

  	
  Tenant shall pay to Landlord the Fee for Common Service, which is
  necessary to the operation, maintenance, repair, replacement and
  administration of the Common Facilities and other common area in the Plant,
  and the common services provided to Tenant in common with Landlord’s
  divisions in the Plant such as security service, cleaning service and mail
  service. The amount of the Fee for Common Service shall be determined by
  Landlord according to the allocation rule of Landlord and notified to Tenant
  in September for the amount to be paid during the six months period from
  October to March, and in March for the amount to be paid during the six
  months period from April to September.

  
	
  8.3.

  	
   

  	
  Tenant shall pay to Landlord utility charges such as those for electricity,
  steam, water and air in respect of the Building pro rata to the amount used.

  
	
  8.4.

  	
   

  	
  Payment of the Rent, the Fee for Common Service and charges set forth
  Section 8.3. shall be made by Tenant semiannually in arrears by transfer to
  the bank account designated by Landlord no later than the end of March and
  September.

  
	
  8.5.

  	
   

  	
  Payment of the Rent and the Fee for Common Service shall be prorated
  on the basis of a thirty (30) day month if the termination date of this
  Agreement occurs on a day other than the last day of a calendar month.

  



 


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Article 9: Termination


 


	
  9.1.

  	
   

  	
  Landlord may immediately terminate this Agreement by giving a written
  notice to Tenant, if any of the following events should occur:

  



(a)                         if Tenant fails to make any
payment required to be made by Tenant under this Agreement for a period of
fourteen (14) days after such payment is due;


(b)                        if Tenant fails to observe or
perform any other covenants, conditions or provisions of this Agreement and such
failure continues for more than thirty (30) days after receipt of a written
notice thereof by Landlord.


(c)                         if Landlord ceases to be a
shareholder of Tenant, provided, however, that if Landlord ceases to be a
shareholder of Tenant pursuant to Section 10.1 (a) of the Sales Joint Venture
Agreement, Tenant shall have the right to continue the lease for a period of
two (2) years.


	
  9.2.

  	
   

  	
  Tenant may terminate this Agreement at any time during the Lease
  Term, by giving three (3) months prior written notice to Landlord.

  



 


Article 10: Reinstatement


 


At the expiration or sooner termination of this Agreement, Tenant
shall, at Tenant’s own expense, reinstate the Demised Premises to its original
state and condition.


 


IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


 


 


	
   

  	
  DAIKIN INDUSTRIES, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Saburo Shimomura

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Saburo Shimomura

  
	
   

  	
   

  	
  Title:

  	
  Deputy General Manager

  
	
   

  	
   

  	
   

  	
  Yodogawa Plant

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SAUER-DANFOSS-DAIKIN LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Hiroaki Kikuiri

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Hiroaki Kikuiri

  
	
   

  	
   

  	
  Title:

  	
  President

  
						



 


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