Exhibit 4.1(k)
2001 Form 10-K
AMENDMENT NO. 11 TO LOAN AGREEMENT
This is Amendment No. 11 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 Xxxxxxxx & Xxxxxx 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. 11 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. "Commitment." The definition of "Commitment"
is hereby amended and restated in its entirety to read as follows:
Commitment. "Commitment" shall mean (i) the commitment of M&I to
make Revolving Credit Loans to the Company under the Loan Agreement up to the
maximum principal amount of Fifteen Million Five Hundred Thousand and 00/100
Dollars ($15,500,000.00) through the Commitment Termination Date, or such lesser
amount resulting from a termination or reduction of the Commitment pursuant to
Section 2.13, 2.18 or 7.1 of this Loan Agreement; and (ii) the commitment of M&I
to make Revolving Credit Loans to the Company under the Loan Agreement up to the
maximum principal amount of Six Million and 00/100 Dollars ($6,000,000.00)
through the earlier of April 30, 2002.
5. Article I - Definitions. "Commitment Termination Date." The definition
of "Commitment Termination Date" is hereby amended and restated in its entirety
to read as follows:
"Commitment Termination Date" "Commitment Termination Date" shall
mean the earlier of (a) April 30, 2004, or the date on which the Commitment is
terminated pursuant to Section 2.13, 2.18 or 7.1 of this Loan Agreement for
Commitment in the amount $15,500,000.00, and (b) April 30, 2002, or the date on
which the Commitment is terminated pursuant to Section 2.13, 2.18 or 7.1 of this
Loan Agreement for Commitment in the amount of $6,000,000.00.
6. Article I - Definitions. "Pound Sterling Commitment Termination Date".
This section of the Loan Agreement is hereby deleted in its entirety.
7. Article I - Definitions. "Revolving Credit Note". The definition of
"Revolving Credit Note" is hereby amended and restated in its entirety to read
as follows:
"Revolving Credit Notes." "Revolving Credit Notes" shall mean the
following promissory notes (a) promissory note dated July 31, 1992, as amended
and restated on July 15, 1994, on April 30, 1995, on June 17, 1996, on April 30,
1999, on June 4, 1999, on June 20, 2000, May 1, 2001, and August 30, 2001 from
the Company to M&I, together with all extensions, renewals, amendments,
modifications and refinancings thereof and, (b) promissory note dated June 20,
2000, as amended and restated on April 30, 2001, from the Company to M&I,
together with all extensions, renewals, amendments, modifications and
refinancings thereof.
8. Article II - Commitments; The Loans. Section 2.4 Pound Sterling Loans.
This section of the Loan Agreement is hereby deleted in its entirety.
9. Article V - Negative Covenants. Section 5.5 Pound Sterling and
Revolving Credit Loans. This section of the Loan Agreement is hereby amended and
restated in its entirety to read as follows:
5.5 Revolving Credit Loans. Permit the amount of outstanding Revolving
Credit Loans to ever exceed the Commitment.
ARTICLE III - REPRESENTATIONS AND WARRANTIES
The Company hereby represents and warrants to M&I that:
10. 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.
11. 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.
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12. 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
13. 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.
14. 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
15. 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.
16. 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.
17. 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. 11
to Loan Agreement as of this 28th day of September, 2001.
M&I Xxxxxxxx & Ilsley Bank (SEAL) The Oilgear Company (SEAL)
By: /s/ Xxx Xxxxxxxxx By: /s/ X.X. Xxxxx
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Title: Vice President Title: VP, CFO & Sec.
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By: /s/ Xxxx Xxxxx
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Title: Senior Vice President
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000 Xxxxx Xxxxx Xxxxxx 0000 Xxxxx 00xx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000 Xxxxxxxxx, Xxxxxxxxx 00000
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