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EXHIBIT 4-11
FIRST AMENDMENT
TO
LOAN AGREEMENT
This First Amendment to the Loan Agreement is made and entered
into as of the 27 day of November, 1996, by and among the WICOR, Inc., Master
Savings Trust (formerly the Wisconsin Gas Company Employees' Saving Plans
Trust), (the "Trust"), WICOR, Inc. (the "Company") and ABN AMRO Bank N.V., a
bank organized under the laws of the Netherlands and acting through its
Chicago branch (the "Bank"). All terms not otherwise defined herein shall
have the meanings assigned to such terms in the Loan Agreement by and among
the Trust, the Company and the Bank dated as of March 29, 1996 (the
"Agreement").
W I T N E S S E T H:
WHEREAS, the stated maturity of the ESOP Note (as amended) is
August 31, 2001; and
WHEREAS, the Trust has requested that the principal repayment
schedule of the ESOP Note be revised and that the maturity date of the ESOP
Loan be extended until May 31, 2002 and the Bank is agreeable to such
extension;
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment of Subsection 2.1. Subsection 2.1 of the
Agreement shall be, and it hereby is, amended by deleting the first sentence
thereof in its entirety and, in lieu thereof, inserting the following:
"Subject to the terms and conditions hereof, the Bank
agrees to lend to the Trust, on the Effective Date, Five Million
Eleven Thousand Two Hundred Forty-Eight Dollars ($5,011,248.00),
which amount shall be payable in thirty-one (31) consecutive
principal installments, consisting of two (2) consecutive
Quarterly principal installments of Two Hundred Thirty-Five
Thousand Dollars ($235,000.00) each payable on the last business
day of May, 1996 and August, 1996; one (1) principal installment
of One Hundred Thirty-Five Thousand ($135,000.00) payable on the
last business day of November, 1996; six (6) principal
installments of Sixty-Seven Thousand Dollars ($67,000.00) each
payable on the last business day of January of each year
commencing January 31, 1997; sixteen (16) Quarterly principal
installments of Two Hundred Thousand Dollars ($200,000.00) each
payable on the last business day of February, May and August of
each year commencing on February 28, 1997; five (5) quarterly
principal installments of One Hundred Thirty-Three Thousand
Dollars ($133,000.00) each payable on the last business day of
November of each year commencing on November 28, 1997; and a final
payment in the amount of the outstanding balance of the ESOP Loan
on May 31, 2002.
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2. Amendment of Subsection 2.2. Subsection 2.2 of the
Agreement shall be, and it hereby is, amended by deleting part (b) thereof in
its entirety and, in lieu thereof, inserting the following:
"(b) be stated to mature on May 31, 2002, and be payable as
provided in subsection 2.1 hereof, and"
3. Effectiveness of Amendment. This Amendment shall become
effective upon receipt by the Bank of (i) a copy of this Amendment duly
executed by the Trust, the Bank and the Company, (ii) the Consent of
Guarantor attached to this Amendment duly executed by the Company, and (iii)
the Amended and Restated Promissory Note substantially in the form attached
hereto as Exhibit A executed by the Trust which Note shall hereinafter
constitute the ESOP Note.
4. Miscellaneous.
(a) The Trust hereby represents and warrants to the Bank that all
of the representations and warranties made by the Trust in the Loan
Documents are true and correct on the date of this Amendment and that no
Default or Event of Default under the Agreement has occurred and is
continuing as of the date of this Amendment.
(b) The Company hereby represents and warrants to the Bank that
all of the representations and warranties made by the Company in the
Loan Documents are true and correct on the date of this Amendment; that
no Default or Event of Default under the Agreement has occurred and is
continuing as of the date of this Amendment; that the making, execution
and delivery of this Amendment, and performance of and compliance with
the terms of the Agreement, as hereby amended, (i) have been duly
authorized by the Boards of Directors of Wisconsin Gas and of the
Company and by all other actions, (ii) do not and will not conflict
with, contravene or violate any provision of, or result in a breach of
or default under, or require the waiver (not already obtained) of any
provision of or the consent (not already given) of any Person under the
terms of, the Trust Agreement and (iii) will not violate, conflict with,
or constitute a default under any law, regulation, order or any other
requirement of any court, tribunal, arbitrator, or Governmental
Authority; that the Agreement, as amended hereby and the ESOP Note, as
now amended and restated by the Amended and Restated Promissory Note
constitute valid and legally binding obligations of the Trust, and are
enforceable in accordance with their respective terms, except as limited
by bankruptcy, insolvency, reorganization, moratorium or other laws
relating to or affecting generally the enforcement of creditors' rights.
(c) Each reference in the Agreement to "this Agreement" and each
reference in the ESOP Note and the Guaranty to "Agreement" shall be
deemed a reference to the Agreement as amended by this Amendment.
(d) Except as amended by this Amendment, the terms and
conditions of the Agreement shall remain in all other respects in full
force and effect
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(e) The Company acknowledges and agrees that pursuant to
subsection 11.6 of the Guaranty, the Company shall cause Wisconsin Gas
to reimburse the Bank for all of its out-of-pocket costs and expenses
incurred in connection with this Amendment, including the fees and
disbursements of the counsel to the Bank for the preparation hereof and
expenses incurred in connection herewith.
(f) This Amendment and the rights and obligations of the parties
hereto shall be governed by the laws of the State of Illinois.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to Loan Agreement to be executed by their respective officers as of
the date first written above.
XXXXXXXX & XXXXXX TRUST COMPANY,
AS TRUSTEE FOR THE WICOR, INC.
MASTER SAVINGS TRUST, (formerly the
WISCONSIN GAS COMPANY
EMPLOYEES' SAVINGS PLANS TRUST)
By:
(Title)
WICOR, INC.
By:
(Title)
ABN AMRO BANK N.V., CHICAGO BRANCH
by ABN AMRO North America Inc., as agent
By:
(Title)
By:
(Title)
4 CONSENT OF GUARANTOR
The undersigned hereby (i) acknowledges and agrees that the
Guaranty executed by the undersigned related to the ESOP Note and Loan is and
remains in full force and effect subject to no defense, counterclaim or offset
of any kind, (ii) acknowledges its receipt of a copy of the foregoing
Amendment, acknowledges that it has received notice of the extension of the
time for payment of the ESOP Loan pursuant to such Amendment and hereby
consents and agrees to the terms of the forgoing Amendment, all in accordance
with Section 7 of the Guaranty and (iii) acknowledges and agrees that the
giving of the undersigned's consent to the foregoing Amendment shall not in
any way be construed to require the giving of the undersigned's consent to any
future amendment.
Dated as of November 27, 1996.
WICOR, INC.
By:
(Title
