(US $ 50,000,000.00)
Loan Agreement (the “Agreement”), dated as of 9
December , 2008, between Danfoss A/S, a Danish
corporation (“Lender”) and Sauer-Danfoss Inc., a Delaware corporation (“Borrower”).
Whereas, Borrower is an affiliate of Lender; and
Whereas, Borrower desires to borrow and Lender is willing to lend US $ 50,000,000.00.
Therefore, it is agreed as follows:
1. Loan . Upon and subject to the terms and conditions set forth in this Agreement, Lender agrees
to lend and Borrower agrees to borrow US $ 50,000,000.00 as a bullet loan evidenced by the attached
Promissory Note (the “Loan”).
2. Interest Rate; Interest Calculation . (a) Except as provided in 2(b) below, the interest rate is
4,02% per annum “Interest Rate” which is the aggregate of Libor plus a margin of 1,70% p.a. plus swap cost if
swapping from floating to fixed rate. Interest shall be calculated on the actual number of days elapsed on a 360
days year basis.
If on any date Libor does not reflect the Lender’s cost of funds, the Lender shall notify the Borrower.
Subsequent to such notice, the applicable reference rate for any draw downs under this agreement shall then be
based on the greater of the Lender’s cost of funds and Libor..
(b) From and after an event of default under this Agreement as described in paragraph 5 below, the
Borrower shall pay to the Lender interest on such amount from the due date until payment is received by the
Lender at a rate of 1% p.a. above the Interest Rate.
(c) In consideration of the Loan, on the initial funding date of the Loan Borrower shall pay Lender a
facility fee equal to 0.10% of the principal amount of the Loan.
3. Term; Payment Dates; Prepayments . (a) The principal together with all unpaid accrued interest
shall be repaid in full at the 9
(b) Interest on the outstanding principle amou