0000100378-15-000049 Sample Contracts

Re: Amendment No. 1 to Amended and Restated Note Purchase and Private Shelf Agreement
Twin Disc Inc • August 5th, 2015 • General industrial machinery & equipment • New York

This letter amendment (this “Letter”) makes reference to that certain Amended and Restated Note Purchase and Private Shelf Agreement dated as of June 30, 2014, the (“Note Agreement”), among The Prudential Insurance Company of America, Prudential Investment Management, Inc., Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey, Security Benefit Life Insurance Company, Inc., Prudential Annuities 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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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 5th, 2015 • Twin Disc Inc • General industrial machinery & equipment • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of July 31, 2015 is entered into among TWIN DISC INCORPORATED and TWIN DISC INTERNATIONAL, S.P.R.L. successor by conversion to Twin Disc International, S.A. (individually a “Borrower” and collectively, the “Borrowers”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”).

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