0000100378-13-000044 Sample Contracts

CONSENT AND WAIVER
Consent and Waiver • September 13th, 2013 • Twin Disc Inc • General industrial machinery & equipment • Wisconsin

This Consent and Waiver (this “Consent”) is made as of ___________, 2012 and is by and between TWIN DISC, INCORPORATED, a Wisconsin corporation (the “Borrower”), and BMO HARRIS BANK N.A., successor-by-merger to M&I Marshall & Ilsley Bank ("BMO").

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November 29, 2011
Note Agreement • September 13th, 2013 • Twin Disc Inc • General industrial machinery & equipment • Illinois
AMENDMENT TO PERFORMANCE STOCK AWARD GRANT AGREEMENT
Performance Stock Award Grant Agreement • September 13th, 2013 • Twin Disc Inc • General industrial machinery & equipment

This AMENDMENT TO PERFORMANCE STOCK AWARD GRANT AGREEMENT is made by and between TWIN DISC, INCORPORATED (the “Company”) and ______________________________ (the “Employee”) and is dated this ____ day of December, 2012.

AMENDMENT TO PERFORMANCE STOCK UNIT AWARD GRANT AGREEMENT
Performance Stock Unit Award Grant Agreement • September 13th, 2013 • Twin Disc Inc • General industrial machinery & equipment

This AMENDMENT TO PERFORMANCE UNIT STOCK AWARD GRANT AGREEMENT is made by and between TWIN DISC, INCORPORATED (the “Company”) and ______________________________ (the “Employee”) and is dated this ____ day of December, 2012.

Re: Amendment No. 7 to Note Agreement
Note Agreement • September 13th, 2013 • Twin Disc Inc • General industrial machinery & equipment • Illinois

This letter amendment (this “Letter”) makes reference to that certain Note Agreement, dated as of April 10, 2006 (as amended by Amendment No. 1 thereto dated March 1, 2007, Amendment No. 2 thereto dated August 22, 2007, Amendment No. 3 thereto dated February 19, 2009, Amendment No. 4 thereto dated May 27, 2009, Amendment No. 5 thereto dated March 9, 2011 and Amendment No. 6 thereto dated November 29, 2011, the “Note Agreement”), among The Prudential Insurance Company of America, Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey, Security Benefit Life Insurance Company, Inc., American Skandia Life Assurance Corporation, Mutual of Omaha Insurance Company (collectively, the “Holders” and each, a “Holder”) and Twin Disc, Incorporated, a Wisconsin corporation (the “Company”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Note Agreement, as amended hereby.

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