0001047469-09-003073 Sample Contracts

EXECUTIVE EMPLOYMENT AGREEMENT
Employment Agreement • March 24th, 2009 • Sauer Danfoss Inc • Misc industrial & commercial machinery & equipment • Iowa

THIS AGREEMENT (this “Agreement”) is made as of the 31st day of December, 2008 (the “Effective Date”), by and between Sauer-Danfoss Inc. (the “Company”) and Ronald C. Hanson (the “Executive”). The existing Employment Agreement between the Company and the Executive dated July 1, 2003 shall terminate by mutual agreement as of December 30, 2008 and will be replaced, in its entirety by this Agreement.

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EXECUTIVE OFFICER EMPLOYMENT AGREEMENT
Executive Officer Employment Agreement • March 24th, 2009 • Sauer Danfoss Inc • Misc industrial & commercial machinery & equipment • Iowa

THIS EXECUTIVE OFFICER EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of the 31st day of December, 2008 (the “Effective Date”), by and between Sauer-Danfoss Inc. (the “Company”) and Wolfgang Schramm (the “Executive”). The existing Employment Agreement between the Company and the Executive dated October 1, 2007 shall terminate by mutual agreement as of December 30, 2008 and will be replaced, in its entirety by this Agreement.

AGREEMENT
Agreement • March 24th, 2009 • Sauer Danfoss Inc • Misc industrial & commercial machinery & equipment
Loan Agreement (US $ 50,000,000.00)
Loan Agreement • March 24th, 2009 • Sauer Danfoss Inc • Misc industrial & commercial machinery & equipment

Loan Agreement (the “Agreement”), dated as of 9th December , 2008, between Danfoss A/S, a Danish corporation (“Lender”) and Sauer-Danfoss Inc., a Delaware corporation (“Borrower”).

FIH|LOAN AGREEMENT
Loan Agreement • March 24th, 2009 • Sauer Danfoss Inc • Misc industrial & commercial machinery & equipment • Lincolnshire

Debtors The Term Loan can be allocated between the following Debtors at the Debtors’ discretion (subject only as set forth below):

AMENDMENT NO. 2 TO LEASE
Lease • March 24th, 2009 • Sauer Danfoss Inc • Misc industrial & commercial machinery & equipment • Minnesota

THIS AMENDMENT NO. 2 TO LEASE (“Amendment”) made as of the 28th day of March, 2007, by and between ST. PAUL PROPERTIES, INC., a Delaware corporation (“Landlord”) and SAUER-DANFOSS US COMPANY, a Delaware corporation (“Tenant”).

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