**Exhibit 10.1(d)**

 

**LEASE AGREEMENT**

** **

**THIS LEASE AGREEMENT** is entered into as of the27th day ofSeptember, 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 itsprincipal 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 meaningsset forth below:

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

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

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

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

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

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

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

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

 

**Article 2: Lease**

 

Landlord hereby leases the Demised Premises to Tenant and Tenant herebyleases 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 andunless sooner terminated pursuant to the provisions of this Agreement, shallcontinue for a period of one (1) year from such date. Unless written notice tothe contrary shall have been given by either party to the other party at leastthree (3) months prior to the expiry of such term or any extension thereof, theLease Term shall automatically be extended for successive period of one (1)year each. Provided, however, that Landlord and Tenant may review the Rentevery September and agree to revise such rent.

 

**Article 4: Permitted Use**

 

Tenant shall use the Demised Premises only for the Permitted Use andshall 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 CommonFacilities 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 andpermitted by Landlord.

 

**Article 7: Rules and Regulations**

 

Tenant shall observe and comply with the rules and regulations made byLandlord for the proper management of the Plant and/or the Buildings. Landlordmay 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 soamended.

 

**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 anypayment required to be made by Tenant under this Agreement for a period offourteen (14) days after such payment is due;

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

(c)                         if Landlord ceases to be ashareholder of Tenant, provided, however, that if Landlord ceases to be ashareholder of Tenant pursuant to Section 10.1 (a) of the Sales Joint VentureAgreement, Tenant shall have the right to continue the lease for a period oftwo (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, Tenantshall, at Tenant’s own expense, reinstate the Demised Premises to its originalstate and condition.

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of thedate 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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