Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Amendment #1 to Form S-1 102 596K
2: EX-1.1.A Form of Underwriting Agreement 24 138K
3: EX-1.1.B Form of Subscription Agreement 20 108K
4: EX-1.1.C Form of Agreement Between Us Underwriters/Managers 6 33K
5: EX-3.1.B Certificate of Amendment to Restated Cert. of Inc. 2 15K
6: EX-3.1.C Restated Certificate of Incorporation 7 32K
7: EX-4.1 Form of Common Stock Certificate 2 17K
8: EX-5.1 Opinion of Shearman & Sterling Re Legality 2 14K
9: EX-10.1.A Amended and Restated Agreement 13 48K
10: EX-10.1.B Registration Rights Agreement 16 70K
11: EX-10.1.C Indemnification Agreement 6 36K
12: EX-10.1.D Purchase Agreement - Neumunster, Germany 11 33K
13: EX-10.1.E Lease Agreement 12 25K
14: EX-10.1.F Lease Agreement 12 35K
15: EX-10.1.G Lease Agreement 25 57K
16: EX-10.1.H Lease Agreement 31± 119K
17: EX-10.1.I Lease Agreement 55 176K
18: EX-10.1.J Lease Agreement 15 40K
19: EX-10.1.K Employment Contract 5 31K
20: EX-10.1.L Employment Contract 5 30K
21: EX-10.1.M Employment Contract 4 23K
22: EX-10.1.N Phantom Share Plan 6 22K
23: EX-10.1.O Bonus Plan 6 20K
24: EX-10.1.P 1998 Long-Term Incentive Plan 20 81K
25: EX-10.1.Q Non-Employee Director Stock Option Stock Plan 12 50K
26: EX-10.1.R Management Incentive Plan 33 82K
27: EX-10.1.S Employees' Retirement Plan 117 274K
28: EX-10.1.T Supplemental Retirement Benefit Plan- Key Exec. 10 29K
29: EX-10.1.U Supplemental Retirement Benefit Plan 12 32K
30: EX-10.1.V Employees' Savings & Retirement Plan 106 248K
31: EX-10.1.W Retirement Benefits Agreement - Klaus Murmann 2 13K
32: EX-10.1.X Retirement Benefits Agreement - Tonio Barlage 9 29K
33: EX-10.1.Y European Employees' Pension Plan 17 54K
34: EX-21.1 Subsidiaries of the Company 1 12K
35: EX-23.1 Consent of Arthur Andersen LLP 1 11K
36: EX-24.1.B Power of Atorney 1 12K
37: EX-27.1 Financial Data Schedule 1 12K
EX-10.1.E — Lease Agreement
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Exhibit 10.1 (e)
No. 131 of the Document Register for 1996 (DR.EG)
Transacted in Duisburg
on 12/19/1996
Before the undersigned civil-law notary,
DR. ERICH GRUTER
with offices in Duisburg
there appeared on this day the following persons of known identity:
1) Dr. Achim Bischoff, Esq., with business offices at Angerstrasse 14-16,
47051 Duisburg,
acting for Sauer Getriebe Aktiengesellschaft, Krokamp 35,
D-24539 Neumuenster,
- Hereinafter "Lessor" -,
as representative without power of representation,
2) Mr. Juergen Schlichting, Esq., with business offices at Angerstrasse 14-16,
47501 Duisburg,
acting for Sauer-Sundstrand GmbH & Co., Krokamp 25,
D-24539 Neumuenster,
- Hereinafter "Lessee" -,
as representative without power of representation, The appearing parties,
acting as indicated above, declared the following for notarial recording:
Section 1
Lease
The companies represented by the appearing parties conclude the lease attached
as Annex 1 to this document as an element thereof.
Section 2
Right of Purchase
The Lessor offers the Lessee the opportunity to conclude a contract of sale
pertaining to the object of the lease. The content of this contract offer is set
out in the contract for the sale of land attached to this document as Annex 2.
The Lessee can accept the contract offer (sale) indicated above at any time
during the term of the lease. Acceptance shall be considered timely if it has
been placed on notarial record before a German civil-law notary. Acceptance can
be limited to the land registered in the Neumunster Land Registry on Pages 7757
and 7758 on the one hand or to the land registered in the Neumunster Land
Registry on Page 20899 on the other hand.
The Lessor agrees for the term of the lease to transfer the sales offer
established herein to any acquirer of the property holding in such a way that
the sales offer recorded herein is replaced by an analogous offer by the
acquirer.
The Lessee is entitled to appoint, through written notice to the Lessor, a third
party who is duly entitled to accept the sales offer.
Section 3
RIGHT OF TENDER
In reverse and mirror fashion, the Lessee offers the Lessor the opportunity to
conclude a contract of sale pertaining to the object of the lease. The content
of this sales offer also corresponds to the contract of sale noted in Section 2,
which is attached to this document as Annex 2.
The Lessor can accept the contract offer (purchase) indicated above at any time
during the term of the lease. Acceptance shall be considered timely if it has
been placed on notarial record before a German civil-law notary. Acceptance can
be limited to the land registered in the Neumunster Land Registry on Pages 7757
and 7758 on the one hand or to the land registered in the Neumunster Land
Registry on Page 20899 on the other hand.
The Lessee is entitled to transfer the purchase offer established herein to a
third party in such a way that the purchase offer recorded herein is replaced by
an analogous offer by the third party. If the Lessor has accepted the purchase
offer recorded herein, then the resulting contract of sale becomes invalid
effective ex tunc if the Lessor has received an analogous offer from a third
party appointed by the Lessee within a period of four weeks following the
declaration of acceptance.
The official record, including Annexes 1 and 2, was read aloud to the appearing
parties in the presence of the civil-law notary, was approved by the appearing
parties, and was signed by them and the civil-law notary in their own hands as
follows:
[signature]
[signature]
[notarial seal] [signature]
Civil-Law Notary
Annex 1 to document of 12/19/1996
- Doc. Reg. No. 131/1996 of Civil-Law Notary
Dr. Erich Gruter in Duisburg -
[signature]
Civil-Law Notary
LEASE
BETWEEN
Sauer Getriebe Aktiengesellschaft, Krokamp 35, D-24539 Neumunster,
- HEREINAFTER THE "LESSOR" -
AND
Sauer-Sundstrand GmbH & Co., Krokamp 35, D-24539 Neumunster,
- HEREINAFTER THE "LESSEE" -.
The parties enter into the following agreement:
Section 1
LEASED PROPERTY
The Lessor is the owner of the developed real properties listed in the Land
Registries indicated below:
Neumunster District Court Land Registry, Pages 7757 and 7758, 142,759
sq.km,
Neumunster District Court Land Registry, Page 20899, 83,658 sq.km.
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The Lessor leases to the Lessee these real properties, including the buildings
erected thereupon and all other appurtenant fixed objects (hereinafter the
"leased property").
Section 2
PURPOSE OF THE LEASE
The Lessor leases out the leased property for the purpose of its use for the
Lessee's industrial activities. The Lessee may use the leased property for other
purposes only with the prior written consent of the Lessor.
Section 3
TERM OF THE LEASE
1. The tenancy is entered into for a fixed term ending on 12/31/2006.
2. The lease is extended until 12/31/2016 if the Lessee so declares through a
statement sent in writing to the Lessor by registered mail/return receipt
by no later than 12/31/2005; the timeliness of this statement shall be
judged on the basis of its receipt.
3. The lease is renewed by periods of 5 years unless it is terminated by one
of the parties by no later than one year prior to the respective expiration
date. Notice of termination must be provided in writing by registered
mail/return receipt. The timeliness of termination shall be judged on the
basis of receipt of the notice.
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Section 4
RENT
1. The monthly rent amounts to DM 330,000.00 plus statutory value-added tax.
2. Rent is due on a monthly basis in advance and must be received in the
Lessor's bank account at WestLB Munster, Account No. 02610 (Bank Code
400 500 00) by no later than the 3rd working day of the month.
3. In the event of counterclaims, the Lessee is entitled to no right of
set-off or retention with regard to the rent, unless the counterclaims have
been acknowledged in writing by the Lessor or have been finally and
conclusively affirmed by a court of law.
Section 5
OPERATING COSTS, INCIDENTAL EXPENSES, TAXES AND PUBLIC CHARGES, LIABILITY
1. The Lessee bears all operating costs, incidental expenses, taxes, and
public charges that are incurred or imposed in connection with the leased
property.
2. Wherever possible, all costs, especially those pertaining to electricity,
water, sewerage, heating, waste disposal, and chimney-sweeping, shall be
directly charged to and paid by the Lessee. Insofar as invoices are
received by the Lessor, he shall forward them to the Lessee for immediate
settlement.
3. Insofar as costs, taxes, and public charges (property tax, fees, etc.) are
imposed on the Lessor, the Lessee agrees to indemnify the Lessor against
such taxes and
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charges or to reimburse the Lessor for any expenses incurred in this regard
without delay.
4. The Lessee indemnifies the Lessor against any and all liability that could
affect the latter as the owner of the real property and buildings. This is
true in particular of liability in connection with environmental damage,
including that which can be attributed to use of the leased property by a
previous user.
Section 6
INSURANCE
1. The Lessee shall take out adequate insurance on the leased property to
cover the risks of fire, storm, or water-line damage, as well as liability
insurance that includes coverage for damage to the leased property and
plate-glass insurance.
2. The Lessee shall take out adequate insurance to cover environmental damage
and liability therefor, especially pertaining to the use and storage of
potential water pollutants.
3. Upon demand by the Lessor, the Lessee shall provide proof of the conclusion
of the insurance policies and of the timely payment of premiums. If
necessary, the Lessor is entitled to take out the necessary insurance for
the Lessee's account and/or to pay the premiums; the Lessor shall be
indemnified by the Lessee against all expenditures thereby incurred, and
rendered payments shall be reimbursed without delay.
- 5 -
Section 7
STRUCTURAL CHANGES BY THE LESSEE
1. The Lessee is entitled to undertake structure changes at his own expense
insofar as the Lessor has granted his prior written consent thereto. The
Lessor shall refuse consent only with just cause.
Any costs incurred in connection with such changes are borne by the Lessor
[sic]. The Lessee is also entitled to no claim for reimbursement in this
regard, such as a substitution of equal value, even upon termination of the
lease.
Section 8
STRUCTURAL CHANGES BY THE LESSOR
The Lessor may at any time, in agreement with the Lessee, execute any
improvements or structural changes in the leased property insofar as the
contractual use thereof is not unreasonably restricted thereby.
Section 9
MAINTENANCE AND REPAIRS
1. The Lessee shall handle the leased property with reasonable care, clean it
regularly, keep it free of vermin, and avoid environmental pollution of the
leased property. The Lessee shall perform all maintenance and repair
measures necessary for the leased property, including interior
redecoration, at regular intervals. Insofar as the Lessee does not perform
the required maintenance and repair work prior to an
- 6 -
established deadline despite warning by the Lessor, the Lessor is entitled
to order performance of the work at the Lessee's expense. The same applies
in the event of imminent danger, whereby no warning and establishment of a
deadline is required.
2. The Lessee is liable to the Lessor for all damages and detriment incurred
by the Lessor through environmental pollution of the leased property. The
Lessee shall eliminate such environmental damage to the leased property
(e.g., the excavation of contaminated soil and its replacement with
unpolluted soil) without delay and at his own expense, whereby he is not
accorded the right to object that such environmental pollution was caused
by a previous user of the leased property.
Section 10
ACCESS TO THE LEASED PROPERTY
The Lessor and persons mandated by him are entitled with prior notice to enter
the leased property during the normal business hours of the Lessee.
Section 11
SIGNS AND ADVERTISEMENTS
The Lessee is entitled to affix signs or to use the exterior of the property for
advertising purposes at his own discretion.
- 7 -
Section 12
SUBLETTING
1. The Lessee may sublet the leased property or parts thereof only with the
written consent of the Lessor. The Lessor shall grant this consent if there
is no just cause for denying the subletting.
2. In the event of subletting, the Lessee is liable for all actions or
omissions by the sublessee, regardless of whether the Lessee is responsible
for any errors in this regard.
Section 13
OTHER AGREEMENTS
1. Any changes in this contract must be in writing, insofar as notarial
recording is not prescribed by law. This also applies to a waiver of this
formal requirement. No verbal collateral agreements have been entered into.
2. Should a provision of this contract be invalid, this does not affect the
validity of the remainder of the contract. In that case, another provision
that most closely corresponds to the meaning and economic significance of
the invalid provision shall be agreed to between the contracting parties.
3. The forum for all disputes arising from this contract is Neumunster.
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30041mietve
12/19/1996
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