Exhibit 10.1(bg)
Sauer-Danfoss Inc.
Loan Agreement
(US $ 50,000,000.00)
Loan Agreement (the
“Agreement”), dated as of 9 th 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 th December, 2011.
(b)
Interest on the outstanding
principle amount of the Loan shall be payable on the last day of
each calendar quarter or if any such date is not a business day,
then the next succeeding business day (each an “Interest
Payment Date”).
(c)
The outstanding principal amount of
the Loan may be prepaid in whole or in part without premium or
penalty on any Interest Payment Date; provided that any partial
prepayments of the principal amount shall be in minimum amounts of
US $ 5,000,000.00 and in integral multiples of US $ 1,000,000.00.
Upon termination of the Agreement as provided for in paragraph 5
below, the entire principal amount of the Loan outstanding together
with any accrued but
