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EXHIBIT 4
AMENDMENT NO. 8 TO LOAN AGREEMENT
This is Amendment No. 8 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 Marshall & Ilsley 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 means specified:
1. Amendment. "Amendment shall mean this Amendment No. 8 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 Fourteen Million and 00/100 Dollars
($14,00,000.00) 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 Two Million and 00/100
Dollars ($2,000,000.00) through the earlier of April 30, 2001.
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)
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April 30, 2003, 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 $14,000,000, and (b) April 30, 2001, 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 $2,000,000.00.
6. Article I - Definitions. "Pound Sterling Commitment Termination Date." The
date contained in line two of this Section of the Loan Agreement is amended
by deleting "April 30, 2002" and inserting in its place "April 30, 2003".
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, April 30,
1999, June 4, 1999 and on June 20, 2000, from the Company to M&I, together
with all extensions, renewals, amendments, modifications and refinancings
thereof and, (b) promissory note dated June 20, 2000, from the Company to
M&I, together with all extensions, renewals, amendments, modifications and
refinancings thereof.
8. Article II - Commitments; The Loans. Section 2.1 Revolving Credit Loans.
Section 2.1(a) of the Loan Agreement is hereby amended and restated to read
as follows:
2.1 Revolving Credit Loans. (a) From time to time prior to the Commitment
Termination Date and subject to the terms and conditions set forth in this
Loan Agreement, M&I agrees to make Revolving Credit Loans to the Company.
The aggregate amount of Revolving Credit Loans outstanding at any one time
shall never exceed the Commitment. All Revolving Credit Loans shall be
evidenced by the Revolving Credit Notes, the Company being obligated,
however, to pay the amount of Revolving Credit Loans actually made,
together with interest on the amount which remains outstanding from time to
time. The Company may borrow, repay and reborrow under the terms and
conditions of this Loan Agreement. The Revolving Credit Notes shall mature
on the Commitment Termination Date.
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.
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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 provision 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 Amendment, the Loan Agreement, the Notes
and the Security Agreement shall remain in full force and effect.
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. 8
to Loan Agreement as of this 22nd day of June, 2000.
M&I Marshall & Ilsley Bank (SEAL) The Oilgear Company (SEAL)
By: /s/ Michael Vellon By: /s/ T. J. Price
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Title: Vice President Title: VP-CFO and Secretary
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By: /s/ Mark Hogan
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Title: Senior Vice President
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770 N. Water Street 2300 S. 51st Street
Milwaukee, WI 53202 Milwaukee, WI 53219
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