Exhibit 10.1(e)


 


December 2, 2002


 


Mr. Chris
Hickok, CCIM 


United
Properties 


3500
west 80th Street



Minneapolis,
MN 55431


 


Re:          Renewal Proposal:


 


	
  LANDLORD:

  	
   

  	
  St
  Paul Properties

  
	
   

  	
   

  	
   

  
	
  TENANT:

  	
   

  	
  Sauer-Danfoss
  (US) Company

  
	
   

  	
   

  	
   

  
	
  BUILDING:

  	
   

  	
  3500
  Annapolis Lane North 

  Plymouth, Minnesota

  
	
   

  	
   

  	
   

  
	
  USE:

  	
   

  	
  Office/
  Warehouse

  
	
   

  	
   

  	
   

  
	
  TERM:

  	
   

  	
  Five
  (5) Years – with two termination options as outlined in this proposal.

  
	
   

  	
   

  	
   

  
	
  PREMISES:

  	
   

  	
  22,719
  square feet of office space 

  51,260 square feet of warehouse space 

  73, 979 total square footage

  
	
   

  	
   

  	
   

  
	
  COMMENCEMENT DATE:

  	
   

  	
  March 1,
  2003

  
	
   

  	
   

  	
   

  
	
  NET RENTAL RATE:

  	
   

  	
  Months
  1-12: $6.44 per square foot(current rate) 

  Months 13-36 $6.57 per square foot 

  Months 37-60 $6.75 per square foot

  
	
   

  	
   

  	
   

  
	
  OPERATING EXPENSES:

  	
   

  	
  The
  Tenant will pay its proportionate share of operating expenses, including
  common area maintenance, insurance, management fees and real estate taxes.
  The 2003 estimate of these costs is $3.51 per square, down from $3.60 psf in
  2002.

  
	
   

  	
   

  	
   

  
	
  UTILITIES:

  	
   

  	
  The
  Premises is separately metered and billed directly to the Tenant.

  



 

















 


	
  TERMINATION OPTION:

  	
   

  	
  The lease may be terminated between months 36 and
  44 of the lease
  term by providing 6 months advance written notice and payment of 6 months
  gross rent The lease may be terminated between months 45 and 50 by providing
  6 months notice and payment of 3 months gross rent.

  
	
   

  	
   

  	
   

  
	
  PARKING:

  	
   

  	
  The landlord will at its cost add additional parking
  during the first
  two years of the lease term. The additional parking is contingent on the city
  approval if this added parking. The general area for this will be the South
  East corner of the existing lot.

  
	
   

  	
   

  	
   

  
	
  CONTINGENCY:

  	
   

  	
  This offer is non-binding and contingent upon a
  mutually executed
  renewal agreement between Landlord and Tenant.

  



 


Nothing contained herein shall be binding upon either party until such
documents are fully executed by both parties. The terms of this proposal will
remain in effect until December 6th,
2002.


 


 


Regards,


 


 


David Gawthrop


Mobile Electronics Controller


Sauer-Danfoss (US) Company


763-509-2018


 

















 


AMENDMENT NO. 1 TO LEASE


 


THIS AMENDMENT NO. 1 TO LEASE (“Amendment”) made as
of the 9th day of December, 2002, by and between ST. PAUL PROPERTIES, INC., a
Delaware corporation (“Landlord”) and SAUER-DANFOSS US COMPANY, a Delaware
corporation (“Tenant”).


 


WITNESSETH:


 


WHEREAS, Landlord and Sauer-Sundstrand Company (“Sauer”)
were the parties to a certain Lease Agreement dated September 17, 1997
(the “Lease”), for premises described therein (the “Premises”); and


 


WHEREAS, Tenant is the successor by merger to Sauer; and


 


WHEREAS, Landlord and Tenant wish to amend the Lease
to reflect certain additional agreements between them.


 


NOW, THEREFORE, in consideration of the Premises and
for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as set forth below.


 


1.             Defined Terms. Unless otherwise indicated, capitalized
terms shall be defined in the manner set forth in the Lease.


 


2.             Extension of Term. The Term of the Lease is hereby extended
for a period of sixty (60) months commencing March 1, 2003 (the “Extension
Commencement Date”) and ending on February 29, 2008 (such period the “Extension
Term”).


 


3.             Base Rent. During the Extension Term, Tenant shall pay base rent for the
Premises in the amount of:


 


(a)            for the period beginning on the Extension
Commencement Date and ending on the last day of the twelfth calendar month of
the Extension Term, Four Hundred Seventy Six Thousand Four Hundred Twenty Four
and 76/100ths Dollars ($476,424.76) per annum, ($39,702.06 per month); and


 


(b)            for the period beginning on the first day of
the thirteenth full calendar month of the Extension Term and ending on the last
day of the Extension Term, Five Hundred Five Thousand Two Hundred Seventy Six
and 57/100ths Dollars ($505,276.57) per annum ($42,106.38 per month,


 


without
deduction or setoff therefrom, payable at the time and in the manner set forth
in the Lease for the payment of base rent.


 


4.             Right
of Termination. Tenant shall
have two options to terminate the Lease as provided in this Paragraph 4. The
first option shall allow Tenant to terminate the Lease effective as of the last
day of the thirty-sixth full calendar month of the Extension Term (the “First
Option


 


1

















 


Termination
Date”) by giving written notice thereof (the “First Option Termination Notice”)
to Landlord not later than the last day of the twenty-seventh full calendar
month of the Extension Term; provided however, it shall be a condition
precedent to the exercise of such option that, simultaneously with the delivery
of the First Option Termination Notice, Tenant delivers to Landlord a
termination fee in the amount of $410,558.36 by wire transfer or by cashier’s
check payable to Landlord’s order, which fee represents the sum of (a) six
(6) months base rent and Operating Costs; plus (b) unamortized
leasing commissions paid by Landlord in connection with extension of the term
contemplated by this Amendment. The second option shall allow Tenant to
terminate the Lease effective as of the last day of the fiftieth full calendar
month of the Extension Term (the “Second Option Termination Date”) by giving
written notice thereof (the “Second Option Termination Notice”) to Landlord not
later than the last day of the forty-fourth full calendar month of the
Extension Term; provided however, it shall be a condition precedent to the
exercise of such option that, simultaneously with the delivery of the Second
Option Termination Notice, Tenant delivers to Landlord a termination fee in the
amount of $203,621.65 by wire transfer or by cashier’s check payable to
Landlord’s order, which fee represents the sum of (x) three (3) months
base rent and Operating Costs; plus (y) unamortized leasing commissions
paid by Landlord in connection with extension of the term contemplated by this
Amendment. In addition to the foregoing, the following shall be conditions
precedent to the exercise of either termination option granted by this
Paragraph: (r) Tenant shall not be in default under any of the terms and
conditions of the Lease as of the date of the First Option Termination Notice
or the Second Option Termination Notice or as of the First Option Termination
Date or the Second Option Termination Date; and (s) in each of the First
Option Termination Notice or the Second Option Termination Notice, as the case
may be, Tenant shall include a representation that the reason for termination
of the Lease is Tenant’s requirement for premises in excess of 74,000
contiguous rentable square feet in which to conduct its business. If Tenant
satisfies all of the foregoing conditions, base rent, Operating Costs and other
expenses due and payable by Tenant under the Lease shall be paid through and
apportioned as of the First Option Termination Date or the Second Option Termination
Date, as applicable, and neither Landlord nor Tenant shall have any rights,
estates, liabilities or obligations accruing under the Lease after the First
Option Termination Date or the Second Option Termination Date, as applicable,
except such rights and obligations which, by the terms of the Lease, expressly
survive the expiration or termination of the Lease. The right to terminate
granted herein shall be personal to Tenant and shall not accrue to any
assignee, sublessee or successor to the interest of Tenant under the Lease.


 


5.             Parking.    At any time between
the Extension Term Commencement Date and the last day of the thirty-sixth full
calendar month of the Extension Term, by written request to Landlord, Tenant
shall have the right to request that Landlord provide not more than twenty-five
additional surface parking spaces for use by Tenant, Tenant’s employees and
invitees, which surface parking shall be in the area shown on Exhibit A
attached to this Amendment and made a part hereof (the “Surface Parking”). Upon
such request, and, at all times subject to consent to the construction of the
Surface Parking by the City of Plymouth, Landlord, at Landlord’s sole cost and
expense, will construct the Surface Parking; provided however that (a) Landlord
shall have the sole right to seek the consent of the City of Plymouth to
construct the Surface Parking; and (b) notwithstanding when the consent of
the City of Plymouth is received, Landlord shall be obligated to commence
construction of the Surface Parking in any year only if such construction can
be commenced and completed from the period from April 15 to October 15
of the year in which the construction is to be performed. Notwithstanding
anything in this Paragraph 5 to the


 


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contrary,
Tenant shall not have the right to request that Landlord construct the Surface
Parking if Tenant is then in default under the Lease.


 


6.             Miscellaneous.


 


(a)           On the Extension Term Commencement Date, Tenant shall take the Premises
in their then AS-IS, WHERE-IS AND WITH ALL FAULTS CONDITION.


 


(b)           The extension of the term contemplated by this Amendment constitutes
the renewal of lease described in Paragraph 29, and Tenant agrees that it has
no further rights to extend the Lease or renew the term.


 


(c)           The parties agree that, except for United Properties, LLC, neither
party has been represented by any broker, agent or other person in connection
with this transaction contemplated by this Amendment and each party agrees to
defend, indemnify and hold the other party harmless from and against any claims
by any other broker, agent or other person claiming a commission or other form
of compensation by virtue of having dealt with either party with regard to the
transaction contemplated by this Amendment. Landlord agrees that, subject to
the provisions of Paragraph 4 hereof regarding the payment of unamortized
leasing commissions, Landlord shall be solely responsible for any payment due
to United Properties, LLC, arising from this transaction.


 


7.             Reference to and Effect on the Lease.


 


(a)           Upon the effectiveness of this Amendment, each reference in the Lease
to “this Lease”, “hereunder”, “hereof, “herein” or words of like import
referring to the Lease shall mean and be a reference to the Lease as amended
hereby.


 


(b)           Except as specifically set forth above, the Lease remains in full force
and effect and is hereby ratified and confirmed; provided, however, that the
parties agree that the rights and obligations of each of them occurring prior
to the Extension Commencement Date shall survive the execution and delivery of
this Amendment.


 


(c)           Wherever there exists a conflict between this Amendment and the Lease,
the provisions of this Amendment shall control.


 


8.              Governing
Law. This Amendment shall be
governed by and construed in accordance with the laws of the State of
Minnesota.


 


9.              Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose.


 


10.            Time
of Essence. Time shall be of
the essence as to each and every term and provision of this Amendment and the
Lease.


 


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IN WITNESS WHEREOF, this Amendment has been executed as of the date
first written above.


 


	
  ST.
  PAUL PROPERTIES, INC.

  	
   

  	
  SAUER-DANFOSS
  US COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michael D. Elnicky

  	
   

  	
  By:

  	
  /s/
  Karl Schmidt

  
	
   

  	
  Its:

  	
  MICHAEL D. ELNICKY

  	
   

  	
   

  	
  Its:

  	
  EVP
  & CFO

  
	
   

  	
   

  	
  ASSET MANAGER

  	
   

  	
   

  	
   

  



 


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