AGREEMENT

Exhibit 10.1(bf)

AGREEMENT

by and among

1.                      Sauer-Danfoss ApS,

Nordborgvej 81, DK-6430 Nordborg, Denmark,

represented by the Managing Director [•],

- hereinafter referred to as “SD” -

and

2.                      Schabmüller GmbH,

Industriestrasse 8, D-92334 Berching, Germany,

represented by the Managing Director Thomas Stüpfert

- hereinafter referred to as “SM” -

as well as

3.                      AURELIUS Industriekapital GmbH,

Bavariaring 11, D-80336 Munich, Germany

- hereinafter referred to as “AIK” -

and

4.                      AURELIUS AG,

Bavariaring 11, D-80336 Munich, Germany

- hereinafter referred to as “AURELIUS” -

SD and SM are hereinafter referred to either collectively as the “Parties” or individually as the “Party.”

1

TABLE OF CONTENTS

APPENDICES

2

Preamble

1.              The Parties develop and produce, among other things, a.c. electric motors at their respective locations.

2.              SD intends to cease production of electric motors for material-handling equipment at its Odense production location and assign to SM the respective production equipment, production drawings for the electric motors, customer base and open orders from customers. The personnel involved in the production of the electric motors at the Odense location are not to be taken over by SM.

Now, therefore, the Parties hereby agree as follows:

I. Sale and Assignment Agreement

§ 1 Sale and Assignment of Machinery, Inventories and Customer Base

1.              SD sells and assigns to SM and SM accepts the production equipment (hereinafter referred to as the “Machines”) and inventories of parts and subassemblies (hereinafter referred to as the “Inventories”) described in greater detail in Appendix 1 for the production of the SD electric motors described in greater detail in Appendix 2 (hereinafter referred to as the “SD Electric Motors”) with the understanding that such inventories may change in the course of normal business operations between the date of execution of this Agreement and the time at which they are actually sourced by SM and are sold to SM only insofar as such inventories are still on hand and available at such time. The transfer of the Inventories and Machines shall be effected ex works SD Odense production location (Incoterms 2000). Inventories shall also include any buffer of finished SD Electric Motors produced in advance by SD to ensure uninterrupted shipment pursuant to § 11 paragraph 4 of this Agreement during the transfer of production and shipped to customers of SD during the transfer of production (hereinafter referred to as “Buffer”). The exact quantity of this Buffer cannot be precisely planned. Such inventories shall not include parts and assemblies that are not intended for use in the production of SD Electric Motors.

2.              SD further sells and assigns to SM and SM accepts the customer base for sales of SD Electric Motors (hereinafter referred to as the “Customer Base”).

3.              Finally, SD gives SM a time-limited option to purchase all other production equipment listed in Appendix 3, which option may be exercised in respect of all or only part of the production equipment through written notification of SD accordingly by SM within six (6) weeks after execution of this Agreement. The date of receipt of such notification by SD shall be considered the effective date of notification for purposes of determining whether the option has been timely exercised by SM.

4.              The Machines and Inventories shall be disassembled, packed and shipped by SM in compliance with the timetable provided in Appendix 4.

3

5.              The Parties agree that drawings, proprietary rights and other intellectual property in existence as of the time of assignment shall remain the property of SD. However, SD grants SM a non-exclusive right to exploit such rights — with the exception of rights to names and trademarks of SD — for an indefinite period of time (extending also beyond the terms of this Agreement) in connection with the production of the SD Electric Motors and for purposes of communication with customers.

§ 2 Purchase Price

1.                  That component of the Purchase Price for a) the Machines identified in § 1 paragraph 1 is equal to €1,401,162.72 (in words: one million four hundred one thousand one hundred sixty-two euros and seventy-two cents) keep total depreciation incurred between 30 November 2008 and the date of delivery of the production equipment to SM and that for b) the Inventories identified in § 1 paragraph 1 b) is equal to €5.150.960,20 (in words: five million one hundred fifty thousand nine hundred and sixty euros and twenty cents). The price for the Inventories includes a flat reduction of 12% to the gross value amount as shown in Appendix 1 b) of €5,853,363.86 (in words: five million eight hundred fifty-three thousand three hundred sixty-three euros and eighty-six cents) (Status of 30 November 2008). This reduction takes into account any and all depreciation as well as, among other things, differences that may arise if the quantities of rotors and stators, for example, do not match. The exchange rate for the conversion of Danish krones into euros is 7.44831 DKK = 1 EUR.

2.                  That component of the Purchase Price for the Customer Base is equal to €4,600,000.00 (in words: four million six hundred thousand euros).

3.                  The component of the Purchase Price for the production equipment acquired pursuant to Appendix 3 is the sum of the carrying amounts of the production equipment in respect of which the option to purchase is exercised as of the agreed time of delivery.

4.                  The Parties assume that the components of the Purchase Price pursuant to paragraphs 1 to 3 are not subject to value-added tax since the transaction involves for the most part the disposal of an operational entity. However, in the event value-added tax should be due on the Purchase Price, the corresponding amount shall be paid by SM in addition to the Purchase Price.

5.                  The components of the Purchase Price specified in paragraphs 1 a) (Machines) and 3 (Option) shall be due and payable within three days of delivery ex works of the respective assets but not later than 30 April 2009 to the account of SD (hereinafter referred to as the “SD Account”).

Account: 3227872225

IBAN: dk9530003227872225

SWIFT: DABADKKK

with: Danske Bank

That component of the Purchase Price specified in paragraph 1 b) (Inventories) shall be due and payable to the SD Account in six monthly installments, each of which installments

4

is to be made within the 60 calendar days following the end of each calendar month as of March 2009. The amount of each of the six monthly installments shall be based on the value of the assemblies and parts received from inventories during each of the respective months. SM shall accept the inventories, including any parts firmly ordered pursuant to § 13 paragraph 9, and make payment with the sixth monthly installment or, as the case may be, upon delivery of such firmly ordered parts to SM and receipt of the corresponding invoice.

6.                  That component of the Purchase Price specified in paragraph 2 shall be due and payable to the SD Account as follows:

The commission payments received by SD in the years 2009 to 2012 pursuant to § 9 below will initially be credited toward the component of the Purchase Price specified in paragraph 2.

In the event the total commission payments received by SD for the years 2009 to 2012 pursuant to § 9 are lower than the component of the Purchase Price in the amount of €4.6 million specified in paragraph 2, SM shall compensate SD for and pay any difference to SD between the total commission payments received for the years 2009 to 2012 and the agreed component of the Purchase Price together with the payment of the last monthly commission pursuant to § 9 for the year 2012.

7.                  In the event SM should fall more than 30 days in arrears with payment of an installment toward the component of the Purchase Price of Inventories, all amounts payable under this Agreement shall become due and payable immediately.

§ 3 Security for the Purchase Price

SM shall provide SD with the following security interests to secure all payment obligations under this Agreement:

1.                  SM hereby assigns to SD and SD accepts a security interest in all trade receivables arising from the customer contracts assigned pursuant to § 5 from the time of assignment of the respective customer contracts (Appendix 6) (hereinafter referred to as the “Security”). The Security shall be released upon provision of the bank guarantee pursuant to § 3 paragraph 2 and payment in full of the component of the Purchase Price pursuant to § 2 paragraph 1 b).

2.                  SM shall aim to provide SD with an irrevocable and unlimited bank guarantee in the amount of €2,300,000.00 payable upon first demand from a major German bank or savings and loan institution as of 31 December 2009. If SM even with outmost efforts cannot provide such bank guarantee until 31 December 2009, the security according to §3 paragraph 1 remains in place. In the case SM shall continue to try with greatest efforts to provide this bank guarantee to SD as fast as possible. The Parties agree that the Security will be released upon issuance of the guarantee and payment in full of the component of the Purchase Price pursuant to § 2 paragraph 1 b). The bank guarantee will be released on a quarterly basis in amounts equal to the commission payments made to SD pursuant to § 9.

5

3.                  In the case of any finance lease covering any of the Machines (§ 1 paragraph 1 and if applicable paragraph 3), SM shall ensure that the lessor assume joint and several liability for payment of the components of the Purchase Price under § 2 paragraphs 1 a) and 3 make payment of the purchase price directly to SD. SD shall explicitly retains its ownership interest in the Machines assigned under this Agreement until payment of the components of the Purchase Price pursuant to 2 paragraphs 1 a) and 3 is made in full.

4.                  AIK and AURELIUS shall refrain from effecting any distribution of dividends or similar distribution by SM prior to 31 December 2009 if such distribution could jeopardize fulfillment of the payment obligations of SM under this Agreement (hereinafter referred to as die “Distribution Freeze”). AIK and AURELIUS shall avail themselves of all legally available means to enforce the Distribution Freeze in respect of their respective interests.

§ 4 Transfer of Know-How

SD hereby transfers to SM the know-how required for production and sales described in Appendix 5 to this Agreement (hereinafter also referred to as “Know-How”). The Know-How shall be transferred to SD on a timely basis such that it is available to SM for the purposes of preparation for and commencement of production of the various motors.

§ 5 Acceptance of Agreements with Customers

1.                  Following acceptance of the Machines and Inventories from SD by SM, SM shall — subject to the consent of the respective customers — enter into the delivery contracts between SD and its customers specified in Appendix 6 as principal and accept all firm orders on the books of SD within three (3) weeks of termination of production by SD. In the event any customer(s) should not consent to such assignment of any of the respective agreement(s), the Parties agree to act vis-à-vis one another as though such an assignment to SM had been effected. In any such case, SM shall supply SD at prices that correspond to the sale price for SD Electric Motors in the respective agreement(s) with the customer(s). The same shall apply in respect of delivery dates agreed in the respective agreements with customers.

2.                  SM shall assume responsibility for warranty obligations in connection with SD Electric Motors produced and shipped by SM following acceptance of production by SM. In the case of SD Electric Motors from the “buffer” and those electric motors produced by SD that are still under warranty, SM shall perform any warranty work for SD on the basis of the official SM hourly rates pursuant to the price list for services (currently €62.00/h) plus materials or at fixed prices — plus in each case applicable VAT — for specified replacement work. SM shall if requested to do so by SD document the existence of a warranty in any individual case. Compensation for larger warranty jobs or, as the case may be, recalls will be agreed in advance of commencement of work by the Parties.

6

§ 6 Employees

1.                  The Parties proceed on the assumption that execution of the transaction will involve no transfer of personnel employed in the operational area affected by the transfer of the Machines and Inventories from SD to SM under the relevant provisions of Danish labor legislation.

2.                  SD will ensure that SD employees receive notice and are released from their duties or, as the case may be, are taken over by other operational entities or affiliated companies of SD prior to the time of the transfer of the Machines and Inventories used in connection with their employment (hereinafter referred to as “SD Employees”).

3.                  In the event the transfer of the Machines and Inventories results in the creation of new employment in Germany or the Czech Republic, SM shall offer a corresponding number of SD Employees the possibility of further employment in Germany or the Czech Republic respectively. In the case of SD Employees who accept such an offer, the respective terms of employment shall be in compliance with the relevant provisions of the Danish Transfer of Undertakings Act. SM shall respect these provisions.

4.                  In the event SD Employees should seek to enforce any claims against SM under labor legislation in connection with the execution of this Agreement, SD shall upon first demand hold SM harmless from any such claims (including appropriate court costs and legal expenses) that are brought against for SM in respect of the period extending from the time of acceptance to the earliest possible date of termination of the respective employment relationship. This hold harmless obligation shall not apply to cases in which SM continues to maintain an employment relationship with SD Employees taken over in Germany or the Czech Republic beyond the earliest possible date of termination of that employment relationship. In such cases, SM shall bear the cost of salaries or wages of SD Employees taken over as of the time of commencement of employment in Germany or the Czech Republic.

5.                  Employees of the SD Techcenter in Odense shall not be affected by the execution of this Agreement.

6.                  Each of the Parties shall for a period of three (3) years from the date of execution of this Agreement refrain from offering, directly or indirectly, any employee of the respective other Party employment and hereby confirms that it has up to now not offered any employee of the respective other Party an employment contract or any similar contract or agreement or entered into any such contract or agreement except as explicitly allowed under this Agreement. This obligation applies to affiliated companies within the meaning of §§ 15 et seq. of the German Stock Corporation Act (Aktiengesetz). Employees in Denmark are explicitly excluded from this restriction.

In the event of any breach of the above obligations, the Party in breach shall pay to the respective other Party a contractual penalty in the amount of €50,000.00 for each employment contract or agreement concluded with an employee of the respective other Party.

7

§ 7 Closing Condition

1.              This Agreement is subject to the following condition precedent (referred to above and hereinafter as the “Closing Condition”):

a)                      The Federal Cartel Office (Bundeskartellamt) has approved the acquisition by SM of the operational entity to be transferred. This Closing Condition shall be considered to have been satisfied if

(1)                  the Federal Cartel Office has approved the planned acquisition pursuant to § 40 paragraph 2 sentence 1 of the Act against Restraints on Competition (Gesetz gegen Wettbewerbsbeschränkungen); or

(2)                  the Federal Cartel Office has informed the parties involved in the merger in writing to the effect that conditions for prohibition pursuant to § 36 of the Act against Restraints on Competition are not applicable; or

(3)                  a period of one month has elapsed pursuant to § 40 paragraph 1 of the Act against Restraints on Competition without receipt of notification by the parties involved in the merger from the Federal Cartel Office to the effect that principal proceedings have been initiated pursuant to § 40 paragraph 1 sentence 1 of the Act against Restraints on Competition; or

(4)                  a period of four months has elapsed pursuant to § 40 paragraph 2 sentence 1 of the Act against Restraints on Competition and the Federal Cartel Office has (i) not prohibited the planned merger or (ii) granted an extension the parties involved in the merger pursuant to § 40 paragraph 2 sentence 3 no. 1 of the Act against Restraints on Competition; or

(5)                  an extension has expired without the occurrence of one of the events described under subsubparagraph (4) (i) or (ii) of this § 6 paragraph 1.

b)                     neither SM nor SD has agreed to an extension without receiving the prior written approval of the respective other Party.

2.              If SM has not already done so prior to execution of this Agreement, SM shall after consultation with SD report the merger contemplated under this Agreement to Federal Cartel Office within five (5) banking days after execution of the present Agreement unless a legal obligation exists to do at an earlier point in time. The planned merger shall be reported by SM in the name of both parties. The Parties will cooperate in the context of reporting the planned merger.

3.              SM shall inform SD in writing without delay as soon as the Closing Condition has been satisfied.

4.              In the event the Closing Condition is not satisfied within the period of six (6) months following the date of execution of this Agreement, both SD and SM may withdraw from the Agreement upon notification of the respective other Party in writing. In the event of revocation under this provision, all obligations of the Parties shall become void with the exception of the obligations under § 14 (Governing Law) and § 15 (General Provisions).

8

§ 8 Representations

1.              SD represents and warrants that the condition of the Machines (Appendix 1) (Appendix 3) and Inventories (Appendix 1) to be transferred under this Agreement is usual for the age of such machines and inventories and suitable for corresponding industrial utilization. SD is the owner of the Machines and Inventories; this property is neither encumbered by any rights of third parties nor do any rights of third parties prevent assignment of such Machines and Inventories to SM. SD also has the right to effect the assignment under corporate law.

2.              SD represents and warrants that nothing is known or indicates that the SD Electric Motors are subject to an excessive failure rate. SM has been informed of known defects in the design of the motors and the production process.

3.              SD represents and warrants that the customer contracts specified in Appendix 6 exist as of the date of execution of this Agreement and that SD has not as of this time received any cancellations of such contracts or any parts thereof or agreed to any price reductions except as otherwise specified in Appendix 6a.

4.              SD makes no further representations or warranties that go beyond the scope of those mentioned in paragraphs 1 to 3. In the event of any failure to uphold the above-mentioned warranties, SM shall inform SD thereof without delay. In the event SD does not restore the warrantied condition within four week after receipt of notification or if restoration of the warrantied condition is not possible, SD shall be liable for pecuniary damages. The liability of SD shall be limited to that component of the Purchase Price pursuant to § 1 paragraph 1. Warranty claims shall expire on 31 December 2010.

5.              Any further claims, in particular warranty claims, claims for damages, rescission, avoidance or claims based on the principle of frustration of contract, shall be excluded unless such exclusion is prohibited by law. § 7 paragraph 4 shall remain in force and effect.

II. Commissions

§ 9 Calculation of Commissions

1.              SD shall be receive from SM payment of commissions on all sales of SD Electric Motors (including improvements and new products) less the amount corresponding to those sales falling under the exclusions pursuant to Appendix 7 (hereinafter referred to as “Sales Eligible for Commission”) in the amount of 5.5% of Sales Eligible for Commission during the term of the Agreement.

2.              Commissions to be paid to SD by SM shall be calculated monthly on the basis of Sales Eligible for Commission within 60 working days after the end of the respective month and payment made by the end of the month in which the amount of the commissions is calculated. Calculations shall initially be based on invoice dates, and a corresponding adjustment

9

shall be made at the end of the year in the case of uncollectible receivables. As a result, monthly commission payments shall initially represent upfront payments that will if necessary be corrected when accounts are settled as of the end of the year.

3.              Commission payments shall be limited to €4.6 million during the term of the Agreement. No further claims for payment of commission shall be honored.

§ 10 Development Work by SD

1.              The SD Electric Motors were designed by SD. Any proprietary rights existing in connection with the design of the SD Electric Motors shall remain the property of SD.

2.              SD agrees to carry out design or, as the case may be, development work for SM as available capacity allows. The scope of any such work and compensation shall be agreed in writing in each case. An hourly rate of €90.00 (plus applicable VAT) is been agreed for such services.

§ 11 Non-Competition by SD

SD shall for a period of four (4) years after execution of this Agreement refrain from involvement either directly or indirectly in the development and/or production of a.c. motors for use in material handling equipment and refrain from purchasing or selling such motors through third parties. Exceptions to this non-competition clause will be made in the event SD takes over a company or enterprise or is itself taken over by a company (asset or share deal) that manufactures such products if such activities accounted for no more than 15% of that company’s sales prior to the acquisition and the concrete application for the motors of SD is not identical with that of the motor types assigned under this Agreement; SD shall further refrain from offering motors to existing customers of SM for the duration of this non-competition clause.

§ 12 Term

The Agreement is concluded for a term extending up to 31 December 2012 and shall expire automatically without special notice.

§ 13 Other Mutual Obligations

1.              The Parties otherwise agree to provide each other with relevant support during the physical transfer of the Machines and in particular to make available all important documentation pertaining to the SD Electric Motors.

2.              SD shall provide SM with relevant support in connection with the qualification of personnel employed by SM for the production/development of the motors, the transfer of know-how

10

required for the operation of the equipment to be assigned under the Agreement and the relocation of production and the equipment. In the context of rendering such support, SD shall explicitly and without being requested to do so draw the attention of the personnel designated by SM to any special or unusual aspects involved in production, the products and/or the equipment and possible sources of problems. These obligations shall expire upon completion of the physical transfer of the Machines or, at the latest, on 31 December 2009. In the event of any delay in shipment to customers due to the failure of SD to provide support on a timely basis or the failure of SD to provide support in accordance with this Agreement, SD shall indemnify SM for any claims resulting directly from any such failure in an amount not to exceed a maximum of € 750,000.00 upon documentation of such failure.

3.              SD shall also provide SM with relevant support in connection with the transfer of necessary data and the reconfiguration of the supply chain (including arrangements with suppliers and coordination of shipment with customers).

4.              In order to ensure uninterrupted shipment of motors to customers, SD shall prior to the relocation of the production equipment and the transfer of responsibility for shipment to SM prepare and have on hand a “Buffer,” i.e., a reserve quantity, of finished and intermediate products, the precise volume of which shall established and agreed by the Parties on a timely basis after execution of this Agreement. This Buffer shall be used to make shipment in accordance with the provisions of this Agreement during the transfer of Machines and start-up of production by SM.

5.              SD shall be responsible for informing customers of the change in the supplier structure. SD shall also provide SM with relevant support in connection with the auditing of the new processes (with SM as supplier) up to 31 December 2009.

6.              Each of the Parties shall retain books and documentation pertaining to the motor package in its possession for at least the period prescribed by law.

7.              Customers assigned to SM will — insofar as advisable and necessary — be served by both Parties up to the end of 2009 and the relationship with the customer completely turned over to SM during this period.

8.              SD shall during the transfer period allow employees of SM unlimited access to relevant production areas in Odense to the extent this does not interfere with the operational activities of SD. This obligation shall end upon completion of the transfer of all production equipment to be transferred.

9.              SD shall continue to remain responsible for procurement activities (ordering) to the extent required to ensure a supply of parts and materials — as required for the customer contracts assigned under § 4 — for SD Electric Motors. This responsibility shall continue until such time as SM starts to order parts and materials from suppliers and SD is informed accordingly by SM of the placement of orders for such parts and materials. This obligation on the part of SD shall end with the transfer of the Machines, but no later, however, than 31 March 2009.In the context of the transition in the ordering process, SM shall enter into the respective orders as principal subject to the approval of the respective suppliers. In the event any supplier(s) should not consent to such assignment of any of the respective agreement(s), the Parties agree to act vis-à-vis one another as though such an assignment to SM had been effected. This provision shall apply accordingly to supplier parts on order

11

as of the date of execution of this Agreement, but not to be delivered until such time as SM has taken possession of the entire existing inventory.

10.       In the case of Inventories supplied ex works Odense, the quality and quantity of the parts and assemblies will be inspected as thoroughly as possible by personnel made available in Odense by SM upon shipment so that any defective parts and assemblies or, as the case may be, parts and assemblies not suitable for the production of SD Electric Motors are not shipped. SD shall make suitable measurement instrumentation available to personnel of SD in Odense for purposes of such inspection. Subsequent claims, i.e., after inspection in Odense, by SM, are therefore excluded if such defects in parts or subassemblies were obvious. The Parties agree accordingly that any defects in parts or subassemblies that manifest themselves only in the course of the production processes are exempted from such exclusion. SM shall be under no obligation to accept such defective parts or subassemblies. SM shall notify SD without delay of any faults or defects upon discovery of such faults or defects.

III. Further Understandings

§ 14 Governing Law

This Agreement shall be governed by and construed in accordance with German law with the exception of its conflict-of- laws provisions. The U.N. Convention on the International Sale of Goods shall not apply.

§ 15 General Provisions

1.              Neither Party shall without the consent of the respective other Party assign any rights or obligations arising from this Agreement to third parties.

2.              SM shall bear the expense of the procedure involved in obtaining the approval of the cartel authorities pursuant to § 7, including fees of advisors. Each of the Parties shall otherwise bear the costs it incurs in connection with this Agreement, in particular the costs of their advisors.

3.              Modifications of, amendments to or the cancellation of this Agreement by mutual consent must be made in writing. Notices transmitted by facsimile (but not by e-mail) shall be considered to fulfill the written form requirement. The same shall apply to other statements made by the Parties to establish, preserve or exercise their rights.

4.              In the event any provision of this Agreement is or becomes invalid, the Parties shall agree to a legally valid provision that most closely approximates the economic effect of the invalid provision. Any omissions shall be treated accordingly.

12

Nordborg, 8 December 2008

13

14

15

16

17

Von: Thomas Grahl ***@***]
Gesendet: Donnerstag, 6. Dezember 2008 11:22
An: Stuepfert, Thomas
Betreff: Anlage 1b)

Anlagen: Anlage 1b.XLS

Hallo Herr Stüpfert,

anliegend finden Sie die Datei mit den Lagerwerten als Anlage 1 b) der Vereinbarung. Diese Anlage wird als elektronische Kopie dem Vertrag beigefügt.

Die Anlage beschreibt in der Summe folgende Beträge (hier zur besseren Lesbarkeit dargestellt):

Total Lager per 30.11.2008

Viele Grüße

Thomas Grahl

18

Appendix 2 — SD Electric Motors

19

20

21

22

23

24

25

Tentative Schedule:

·                  Signing Dec 8th 2008

·                  Communication to employees on Dec 9th

·                  Dec-Feb: Training of SM employees on ODS equipment and motor types

·                  Beginning of  January: Approval from Federal Cartel Office expected

·                  Immediate production start of identical motors in SM production (especially Mitsubishi, Nacco, Clark).

·                  Until mid January: Preparation of the infrastructue at SM for new equipment to come

·                  By mid January: Production of an adequate buffer of ODS motors for flyer plant

·                  By mid-January: Creation of parts lists and materials for ODS motors at BER plant in BER-SAP, communication with customers and suppliers.

·                  Second half of January: Transfer of old BER equipment.

·                  By mid-February: Creation of parts lists and materials for ODS motors of flyer plant in BER-SAP, communication with customers and suppliers.

·                  Second half of February: Transfer of flyer plant.

·                  Completion of all transfer activities by the end of March.

We are assuming that acceptance can be completed by the beginning of April 2009.

The timetable will be corrected accordingly to take into account any delay in the planned start of transfer activities (8 December 2008) due to the process of obtaining the approval of the Federal Cartel Office.

26

Appendix 5 — Know-How

The basic understanding is that the purpose of the transfer of know-how is to permit a smooth transfer of the customer relationship to SM as quickly as possible, to ensure efficient production of the motors without defects and to allow SM to make optimal use of the equipment acquired. As a result, the following list contains the minimum know-how to be transferred. A need for further information may arise during the operational transfer process.

Per motor and ongoing project:

·                  All technical specifications

·                  All drawings in English (if available, otherwise in Danish or German) — including assembly drawings, cross-sectional drawings and detail drawings in the form of files suitable for use in a CAD system

·                  Winding diagrams in the form of files

·                  Data sheets in the form of files

·                  Type plates in the form of files

·                  All measurement data on the motors (initial samples, preliminary series, etc.) from SD-internal measurements and measurements of customers.

·                  Parts documentation

·                  A sample of each motor to remain with SM.

·                  Test data on purchased parts

·                  Approval reports

·                  Modification history

·                  Parts list and other relevant master data in the form of files (Excel) for processing in SAP

·                  Preliminary work and information on all currently ongoing projects/offers in the area of material handling

·                  Information on defects: 8D reports, statistics, etc.

Per production unit/process:

·                  All production documentation in English in the form of files that can be processed

·                  Documentation on the equipment (descriptions, instructions, documentation of modifications, etc.).

Per supplier of parts of motors included in SD motor package:

·                  Agreements with suppliers (including prices and terms and conditions)

·                  Supplier contact persons.

·                  Supplier histories.

Per customer:

·                  Customer contracts/agreements.

·                  Customer contact histories

·                  Customer contacts/point of contact

·                  Prices/conditions.

27

The list of types with current sales prices made available to us is to be appended to the Agreement. The prices included in the documentation reflect the current state of knowledge of SD, i.e., no price changes have been agreed with the respective customers if not otherwise mentioned in the agreements.

Von: Thomas Grahl ***@***]
Gesendet: Montag, 1. Dezember 2008 14:12
An: Stuepfert, Thomas
Betreff: Anlagen 2 und 6

Anlagen: Customers & Material# overview 28.09.08.xls

Hallo Herr Stüpfert,

anbei die EXCEL Liste mit den nunmehr an einigen Stellen korrigierten Preisen.

Ich versuche einmal Ihnen die EXCEL Liste separat zu schicken in der Hoffnung, daß Sie die Links zueinander bringen. Lassen Sie mich bitte wissen, wenn das nicht funktioniert.

Viele Grüße

Thomas Grahl

(See attached file: Customers & Material# overview 28.09.08.xls)

28

Appendix 7 — Sales Eligible for Commission

·                  Sales of products/motor types in connection with a serial shipment, customer order or binding offer for series production in existence prior to the transfer to SM.

·                  In the case of motor types sold to customers by both SM and SD prior to execution of the agreement, only new sales transferred to SM shall be eligible for payment of commissions (50059972, 50060042).

29