Exhibit 4.1(l)
2001 Form 10-K
AMENDMENT NO. 12 TO LOAN AGREEMENT
This is Amendment No. 12 to an Amended and Restated Loan Agreement dated
as of June 17, 1996, subsequently amended (the "Loan Agreement"), between The
Oilgear Company ("Company") and M&I ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Bank ("M&I").
In consideration of the mutual covenants, conditions and agreements set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby expressly acknowledged, it is hereby agreed
that:
ARTICLE I - DEFINITIONS
When used herein, the following terms shall have the meanings specified:
1. Amendment. "Amendment" shall mean this Amendment No. 12 to Loan
Agreement.
2. Loan Agreement. "Loan Agreement" shall mean the Loan Agreement between
M&I and the Company, dated as of September 28, 1990, as Amended and Restated on
June 17, 1996, and subsequently amended.
3. Other Terms. The other capitalized terms used in this Amendment shall
have the definitions specified in the Loan Agreement.
ARTICLE II - AMENDMENTS
The Loan Agreement is deemed amended as of the date hereof as follows:
4. Article I - Definitions. "Consolidated Tangible Net Worth". The
definition of "Consolidated Tangible Net Worth" is hereby amended and restated
in its entirety to read as follows:
Consolidated Tangible Net Worth. "Consolidated Tangible Net Worth"
shall mean the excess, if any, of all consolidated assets of the Company and all
Subsidiaries (excluding goodwill, patents, trademarks, trade names, copyrights
and other assets properly classified as intangible assets) over all consolidated
liabilities of the Company and all Subsidiaries determined in accordance with
generally accepted account principles minus, to the extent not already deducted
from the foregoing, (a) the net book value of drawings, patterns and patents,
(b) adjustments from foreign currency translation and (c) adjustments from
defined benefit pension plan.
5. Article II - Section 2.1 Revolving Credit Loans. Subsection (c). This
section of the Agreement is hereby amended and restated in its entirety to read
as follows:
(c) Interest Rate shall be determined based on the Company's Funded
Debt to EBITDA Ratio as follows:
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Funded Debt/ Spread over
EBITDA LIBOR
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less than or equal to 1.50:1.00 1.25 b.p.
less than or equal to 2.00:1.00 but greater than 1.50:1.00 150 b.p.
less than or equal to 2.50:1.00 but greater than 2.00:1.00 175 b.p.
less than or equal to 3.00:1.00 but greater than 2.50:1.00 200 b.p.
less than or equal to 3.50:1.00 but greater than 3.00:1.00 225 b.p.
less than or equal to 4.00:1.00 but greater than 3.50:1.00 250 b.p.
greater than 4.00:1.00 300 b.p.
All rates subject to a rate floor of 5.00%.
In the event that the Funded Debt to EBITDA Ratio of the Company at the
end of any fiscal quarter shall change so as to result in a different spread
over LIBOR, as defined in the Agreement, the new spread for purposes of
determining the applicable interest rate for any Revolving Credit Loans shall
change effective as of the first business day of the calendar month following
M&I's receipt of the Company's quarterly financial statements for the preceding
fiscal quarter showing a Funded Debt to EBITDA Ratio resulting in a change in
the spread. The applicable interest spread will be increased or decreased, as
the case may be, as demonstrated by such financial statements, effective as of
such first business day of the calendar month.
"Funded Debt" shall mean all liabilities or obligations of Company or any
Subsidiary, whether primary or secondary or absolute or contingent: (a) for
borrowed money or for the deferred purchase price of property or services
(excluding trade obligations incurred in the ordinary course of business, which
are not the result of any borrowing); (b) as lessee under any leases that have
been or should be capitalized according to GAAP; (c) evidenced by notes, bonds,
debentures or similar obligations; (d) under any guaranty or endorsement (other
than in connection with the deposit and collection of checks in the ordinary
course of business), and other contingent obligations to purchase, provide funds
for payment, supply funds to invest in any Person, or otherwise assure a
creditor against loss; or (e) secured by any liens on assets of Company or any
Subsidiary, whether or not the obligations secured have been assumed by Company
or any Subsidiary.
"EBITDA" shall mean, for the four most recently completed fiscal quarters,
net income for such period plus all amounts deducted in arriving at such net
income in respect of (i) all charges for depreciation of fixed assets, (ii)
charges for amortization of intangibles, (iii) all interest expense with respect
to all indebtedness, and (iv) all taxes imposed on or measured by income or
excess profits (whether deferred or paid).
6. Article V - Section 5.6 Capital Expenditures. This section of the
Agreement is hereby amended and restated in its entirety to read as follows:
6.6 Capital Expenditures. Make, or enter into any binding agreement
to make, expenditures for fixed or capital assets in any fiscal year in excess,
in the aggregate on a noncumulative basis of the amount of the depreciation
taken for such fiscal year end December 31, 2001, thereafter, make, or enter
into any binding agreement to make, expenditures for fixed or capital assets in
any fiscal year in excess, in the aggregate on a noncumulative basis, of: (a)
the amount of the depreciation taken for such fiscal year, PLUS (b) an amount
equal to the Consolidated Net Income of the Company and its Subsidiaries for the
same such fiscal year.
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7. Article VI - Section 6.11 Consolidated Debt Service Coverage Ratio.
This section of the Agreement is hereby amended and restated in its entirety to
read as follows:
6.11 Consolidated Debt Service Coverage Ratio. Maintain at all times
a Consolidated Debt Service Coverage Ratio of at least 1.05:1.00 as of December
31, 2001 and 1.15:100 as of March 31, 2002, June 30, 2002 and September 30,
2002. EBITDA component for the December 31, 2001, March 31, 2002 and June 30,
2002 quarters to be computed annualizing (multiplying by 4) that specific
quarter's EBITDA without respect to prior quarter's results. For the September
30, 2002 quarter and thereafter, EBITDA is to be computed on a rolling four
quarter basis.
8. Article VI - Section 6.12 Funded Debt to EBITDA. This section of the
Agreement is hereby amended and restated in its entirety to read as follows:
6.12 Funded Debt to EBITDA. Maintain at all times a Funded Debt to
EBITDA Ratio of not greater than 5.25:1.00 as of December 31, 2001, 5.20:1.00 as
of March 31, 2002 and 4.25:1.00 as of June 30, 2002 and September 30, 2002.
EBITDA component for the December 31, 2001, March 31, 2002 and June 30, 2002
quarters to be computed by annualizing (multiplying by 4) that specific
quarter's EBITDA without respect to prior quarter's results. For the September
30, 2002 quarter and thereafter, EBITDA is to be computed on a rolling four
quarter basis.
ARTICLE III - REPRESENTATIONS AND WARRANTIES
The Company hereby represents and warrants to M&I that:
9. Loan Agreement. All of the representations and warranties made by the
Company in the Loan Agreement are true and correct on the date of this
Amendment. No Default or Event of Default under the Loan Agreement has occurred
and is continuing as of the date of this Amendment.
10. Authorization; Enforceability. The making, execution and delivery of
this Amendment, the Revolving Credit Note and the Pound Sterling Note and
performance of and compliance with the terms of the Loan Agreement as amended,
have been duly authorized by all necessary corporate action by the Company. This
Amendment the Revolving Credit Note and the Pound Sterling Note are valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms.
11. Absence of Conflicting Obligations. The making, execution and delivery
of this Amendment, and performance and compliance with the terms of the Loan
Agreement as amended, do not violate any presently existing provisions of law or
the Articles of Incorporation or Bylaws of the Company or any agreement to which
the Company is a party or by which it is bound.
ARTICLE IV - MISCELLANEOUS
12. Continuance of Loan Agreement, the Notes and the Security Agreement.
Except as specifically amended by this Agreement, the Loan Agreement, the Notes
and the Security Agreement shall remain in full force and effect.
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13. Survival. All agreements, representations and warranties made in this
Amendment or in any documents delivered pursuant to this Amendment shall survive
the execution of this Amendment and the delivery of any such document
14. Governing Law. This Amendment and the other documents issued pursuant
to this Amendment shall be governed by, and construed and interpreted in
accordance with, the laws of the State of Wisconsin applicable to contracts made
and wholly performed within such state.
15. Counterparts; Headings. This Amendment may be executed in several
counterparts, each of which shall be deemed an original, but such counterparts
shall together constitute but one and the same agreement. Article and Section
headings in the Amendment are inserted for convenience of reference only and
shall not constitute a part hereof.
16. Severability. Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Amendment or affecting the validity or
enforceability of such provision in any other jurisdiction.
In witness whereof, the parties hereto have executed this Amendment No. 12
to Loan Agreement as of this 25th day of January, 2002.
M&I ▇▇▇▇▇▇▇▇ & Ilsley Bank (SEAL) The Oilgear Company (SEAL)
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇.▇. ▇▇▇▇▇
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Title: Vice President Title: VP, CFO & Sec.
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By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Title: Senior Vice President
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