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EXHIBIT 4
AMENDMENT NO. 5 TO LOAN AGREEMENT
This is Amendment No. 5 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. 5 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, together with the
Exhibits attached thereto.
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 Termination Date." The definition
of "Commitment Termination Date" contained in Article I of the Loan
Agreement is hereby amended in its entirety to read as follows:
Commitment Termination Date. "Commitment Termination Date" shall mean
the earlier of (a) April 30, 2001 or (b) the date on which the
Commitment is terminated pursuant to Section 2.13, 2.18 or 7.1 of this
Loan Agreement.
5. Article I - Definitions. "Pound Sterling Commitment Termination Date."
The definition of "Pound Sterling Commitment Termination Date"
contained in Article I of the Loan Agreement is hereby amended in its
entirety to read as follows:
"Pound Sterling Commitment Termination Date." "Pound Sterling
Commitment Termination Date" shall mean the earlier of (a) April 30,
2001 or (b) the date on which the Commitment is terminated pursuant to
Section 2.13, 2.18 or 7.1 of this Loan Agreement.
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6. Article I- Definitions. "Second Term Loan." This section of the Loan
Agreement is deleted in its entirety.
7. Article I- Definitions. "Second Term Note." This section of the Loan
Agreement is deleted in its entirety.
8. Article I- Definitions. "Term Loan." This section of the Loan Agreement
is hereby restated in its entirety as follows:
Term Loan. "Term Loan" shall mean the term loan made by M&I to the
Company on April ___, 1998 pursuant to Section 2.2 of this Loan
Agreement.
9. Article I - Definitions. "Term Note." This section of the Loan
Agreement is hereby restated in its entirety as follows:
Term Note. "Term Note" shall mean the business note dated April 28,
1998, from the Company to M&I evidencing the Term Loan in the original
principal amount of Six Million and 00/100 Dollars ($6,000,000.00),
together with all extensions, renewals, amendments, modifications and
refinancings thereof.
10. 2.2 Term Loan. This section of the Loan Agreement is hereby restated
in its entirety as follows:
2.2 Term Loan. On April 28, 1998, M&I shall make the Term Loan to the
Company in the original principal amount of $6,000,000.00, which Term
Loan shall be evidenced by the Term Note. The Term Loan shall mature
on April 28, 2003 and shall bear interest as set forth in the Term
Note.
11. 2.3 Second Term Loan (a), (b) and (c). These sections of the Loan
Agreement are deleted in their entirety.
12. Revolving Business Note. Section 2.4 of Amendment No. 4 to Loan
Agreement dated October 7, 1997, is deleted in its entirety upon
closing and funding of the Term Loan, at which time all loans which are
outstanding evidenced by the Revolving Business Note dated October 7,
1997, in the original principal amount of $4,000,000 shall be evidenced
by the Term Note.
13. 2.8 Payments. Subsection (d). This section of the Loan Agreement is
deleted in its entirety.
14. 6.6 Consolidated Debt to Worth Ratio. This section of the Loan
Agreement is restated in its entirety as follows:
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6.6 Consolidated Debt to Worth Ratio. Maintain at all times a
Consolidated Debt to Worth Ratio of not more than 2.35:1.00.
15. 6.7 Consolidated Tangible Net Worth. This section of the Loan Agreement
is restated in its entirety as follows:
6.7 Consolidated Tangible Net Worth. Maintain at all times a
Consolidated Tangible Net Worth of at least $25,000,000.00 at
January 1, 1998 through December 30, 1998 which Consolidated Tangible
Net Worth requirement shall increase annually on December 31 of each
year, commencing December 31, 1998 by (a) an amount equal to 60% of the
consolidated net income, as shown on the audited financial statements
of the Company and its Subsidiaries for the fiscal year ending on
such December 31, (but not less than zero) plus (b) an amount equal to
75% of any other increase in equity for such fiscal year.
ARTICLE III - REPRESENTATIONS AND WARRANTIES
The Company hereby represents and warrants to M&I that:
16. 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.
17. Authorization; Enforceability. The making, execution and delivery of
this Amendment and the Term 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 and the Term Note are the valid and binding obligations of
the Company, enforceable against the Company in accordance with their
terms.
18. 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
19. 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.
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20. Survival. all agreements, representations and warrants 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.
21. 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.
22. 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.
23. 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 in any other
jurisdiction.
In witness whereof, the parties hereto have executed this Amendment
No.5 to Loan Agreement as of this 28th day of April, 1998.
M&I Xxxxxxxx & Ilsley Bank (SEAL) The Oilgear Company (SEAL)
By:/s/ Xxxxxxxx X. Xxxxxxx By:/s/Xxxxxx X. Xxxxx
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Title:Vice President Title:V.P. Finance & Corporate
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Secretary
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By:/s/Xxxx X. Xxxxx
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Title:Senior Vice President
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