Exhibit
10.1


 


FIRST
AMENDMENT TO OFFICE LEASE


 


THIS FIRST AMENDMENT TO OFFICE LEASE (this “Amendment”)
is made this 12 day of April, 2009, by and between ECD—Lincolnshire
Office, L.L.C., an Illinois limited liability company, as Landlord (“Landlord”),
and Sauer-Danfoss Inc., a Delaware
corporation, as Tenant (“Tenant”).


 


W  I  T  N  E  S  S  E  T  H:


 


WHEREAS, Landlord and Tenant have
entered into that certain Office Lease dated March 18, 2002 (the “Lease”)
whereby Landlord leased to Tenant and Tenant leased from Landlord certain
premises containing approximately 12,612 square feet located on the second
floor in Suite #270 (the “Original Premises”) in City Park Corporate
Center (the “Center”) in Lincolnshire, Illinois, as more particularly described
in the Lease; and


 


WHEREAS, Landlord and Tenant desire
to relocate from the Original Premises and amend the Lease, all on the terms
and conditions as set forth below.


 


NOW THEREFORE, in consideration of the
mutual covenants contained in the Lease and herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Landlord and Tenant hereby agree to amend the Lease as follows:


 


1.                                      Definitions. 
Unless the context otherwise requires, any capitalized term used herein
shall have its respective meaning as set forth in the Lease.


 


2.                                      Certain Additional Defined Terms.  For purposes of this Amendment, the following
terms are defined as follows:


 


(a)           “New Premises” shall
mean Suite 380 consisting of approximately 4,181 square feet of rentable
floor area in the Center and delineated on Exhibit A
attached hereto and made a part hereof.


 


(b)           “New Premises
Commencement Date” shall be June 1, 2009.


 


3.                                      Relocation.  Notwithstanding
anything to the contrary contained herein or in the Lease, Landlord and Tenant
acknowledge and agree that effective as of the New Premises Commencement Date
Tenant shall relocate its business operations from the Original Premises to the
New Premises and the New Premises shall thereafter be deemed to be the “Premises”
as defined in the Lease for all purposes under the Lease and this Amendment, to
the extent applicable. Tenant hereby covenants and agrees that it shall vacate
the Original Premises and surrender same in the condition required by the Lease
no later than the New Premises Commencement Date, failing which Tenant shall be
deemed in holdover possession of the Original Premises and subject to the terms
of Section 8 of the Lease until such time as Tenant vacates the Original
Premises and tenders possession of same to Landlord in the condition required
by the Lease, including, without limitation, the terms of Section 8 of the
Lease.


 


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4.                                      Use.  Tenant
covenants and agrees that the New Premises shall be used solely for general
office purposes and related storage and for no other purpose, all in accordance
with the terms and provisions of the Lease.


 


5.                                      Term
Expiration.  Landlord and
Tenant acknowledge and agree that the current Term of the Lease expires May 31,
2009 and that, as of the New Premises Commencement Date, the current Term of
the Lease shall be extended for a period of five (5) years (the “Extended
Term”) following the New Premises Commencement Date, such extension of the Term
to be on the same terms and conditions as set forth in the Lease except to the
extent the same are modified hereby. Landlord and Tenant acknowledge and agree
that from and after the New Premises Commencement Date through the end of the
Extended Term the Base Rent shall be as set forth hereinbelow:


 


	
   

  	
   

  	
  Base Annual

  	
   

  	
  Base Annual

  	
   

  	
  Monthly Base

  	
   

  
	
  Period

  	
   

  	
  Rental Per Sq. Ft.

  	
   

  	
  Rent

  	
   

  	
  Rent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  June 1, 2009 –
  May 31, 2010

  	
   

  	
  $

  	
  15.00

  	
   

  	
  $

  	
  62,715.00

  	
   

  	
  $

  	
  5,226.25

  	
   

  
	
  June 1, 2010 –
  May 31, 2011

  	
   

  	
  $

  	
  15.45

  	
   

  	
  $

  	
  64,596.45

  	
   

  	
  $

  	
  5,383.04

  	
   

  
	
  June 1, 2011 –
  May 31, 2012

  	
   

  	
  $

  	
  15.91

  	
   

  	
  $

  	
  66,519.71

  	
   

  	
  $

  	
  5,543.31

  	
   

  
	
  June 1, 2012 –
  May 31, 2013

  	
   

  	
  $

  	
  16.39

  	
   

  	
  $

  	
  68,526.59

  	
   

  	
  $

  	
  5,710.55

  	
   

  
	
  June 1, 2013 –
  May 31, 2014

  	
   

  	
  $

  	
  16.88

  	
   

  	
  $

  	
  70,575.28

  	
   

  	
  $

  	
  5,881.27

  	
   

  



 


6.                                      Improvements.  Landlord will apply fresh
paint, patch the carpet as needed and provide a dishwasher and refrigerator in
the New Premises comparable to those in the Original Premises. Other  than as expressly contained herein, no agreements or
representations have been made to Tenant respecting the condition of the New
Premises or alteration or repair thereof and Tenant accepts the New Premises in
their “as is” condition. Except as provided herein, by taking possession,
Tenant conclusively waives all claims relating to the condition of the New
Premises and accepts the New Premises as being free from defects and in good,
clean and sanitary order, condition and repair, and agrees to keep the Premises
in such condition.


 


7.                                      Expenses.  Landlord hereby represents
and warrants that based on the New Premises’ proportionate share of the Center,
Tenant’s Expenses for the calendar year 2009 are estimated to be $10.61 per
rentable square foot of the New Premises. Landlord acknowledges and agrees that
in no event shall such Expenses (exclusive of Taxes) increase by more than
three percent (3%) per year during the Extended Term. Landlord further agrees
to work to and target to reduce Expenses during the Extended Term.


 


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8.                                      Security
Deposit.  Landlord and
Tenant acknowledge and agree that Landlord is currently holding a Security
Deposit in the amount of $26,012.28. Landlord and Tenant further acknowledge
and agree that, following the New Premises Commencement Date and Tenant’s
vacation of the Original Premises in the manner required by this Lease,
Landlord shall return to Tenant $17,388.97 of the Security Deposit and
thereafter Landlord shall hold as security in accordance with the terms and
provisions of Paragraph 3 of the Lease, the sum of $8,623.31.


 


9.                                      Early
Termination.  At any time
prior to the expiration of the twenty-fourth (24th) lease month (e.g. May 31, 2011) and so long
as Tenant is not then in default under the Lease Tenant may elect to terminate
the Lease upon not less than twelve (12) months prior notice to Landlord, which
notice of termination, to be effective, must be accompanied by a termination
fee in the amount of $15,000.00, following which notice and payment the Lease
shall terminate effective upon that date which is twelve (12) months following
Landlord’s receipt of Tenant’s notice of termination and the termination fee.
At any time prior to the expiration of the twenty-seventh (27th) lease month (e.g. August 31,
2011) and so long as Tenant is not then in default under the Lease Tenant may
elect to terminate the Lease upon not less than nine (9) months prior
notice to Landlord, which notice of termination, to be effective, must be
accompanied by a termination fee in the amount of $31,620.00, following which
notice and payment the Lease shall terminate effective upon that date which is
nine (9) months following Landlord’s receipt of Tenant notice of
termination and the termination fee. Tenant shall continue to abide by all of
the terms and provisions of the Lease, as amended hereby, including Tenant’s
obligations to pay Base Rent and Additional Rent, through the final date of
Tenant’s occupancy of the New Premises.


 


10.                                Broker.  Each party represents that it has engaged no
broker for this Amendment.


 


11.                                No Offer.  Submission
of this Amendment for examining or negotiation shall not bind Landlord, and no
obligation on the part of Landlord shall arise under this Amendment, until this
Amendment is fully executed by all parties hereto. This Amendment may be
executed in one or counterparts all of which together shall constitute one
instrument.


 


12.                                Lease in Full Force and Effect.  Any conflict between the terms of this
Amendment and the Lease shall be resolved in favor of this Amendment. Except as
expressly modified or amended by this Amendment or if in the context of the
Amendment or the New Premises a term or prevision of the lease is clearly
inappropriate, all of the Terms and provisions of the Lease shall remain
unchanged and in full force and effect.


 


13.                                Integration of Amendment and Lease.  This Amendment and the Lease shall be deemed
to be, for all purposes, one instrument. In the event of any conflict between
the terms and provisions of this Amendment and the terms and provisions of the
Lease, the terms and provisions of this Amendment shall, in all instances,
control and prevail.


 


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THIS FIRST AMENDMENT TO OFFICE LEASE has been
executed by the undersigned as of the date first above written.


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  ECD – LINCOLNSHIRE
  OFFICE, L.L.C.,

  
	
   

  	
  an Illinois limited
  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott D. Greenberg

  
	
   

  	
  Name:

  	
  Scott
  D. Greenberg

  
	
   

  	
  Its:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  SAUER-DANFOSS INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kenneth D. McCuskey

  
	
   

  	
  Name:

  	
  Kenneth
  D. McCuskey

  
	
   

  	
  Its:

  	
  Vice
  President and Chief Accounting Officer, Secretary

  
						



 


4

















 


Exhibit A


 


Site Plan


 





 


5