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EXHIBIT 4.17
THIRD AMENDMENT
TO
LOAN AGREEMENT
This Third Amendment to Loan Agreement is made and entered
into as of the 21st day of December, 1995, by and among
Wisconsin Gas Company Employees' Saving Plans Trust (the
"Trust"), WICOR, Inc. (the "Company") and M & I Xxxxxxxx &
Xxxxxx Bank, a Wisconsin banking corporation (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 November 4, 1991
(the "Agreement") as amended.
WITNESETH
WHEREAS, the stated maturity of the ESOP Note (as amended)
is December 29, 1995; and
WHEREAS, the Trust has requested that the maturity date of
the ESOP Note be extended until March 29, 1996 and the Bank has
agreed to such extension.
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment of Subsection 2.1. Subsection 2.1 of the
Agreement (as amended) shall be, and it hereby is, further
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, Ten Million
Dollars ($10,000,000), which amount shall be payable in nineteen
(19) consecutive installments, consisting of eighteen (18)
consecutive Quarterly installments of Two Hundred Fifty Thousand
Dollars ($250,000) each payable on the last Business Day of each
Quarter commencing on November 30, 1991, and a final payment in
the amount of the outstanding principal balance on March 29,
1996.
2. Amendment of Subsection 2.2. Subsection 2.2 of the
Agreement (as amended) shall be, and it hereby is, further
amended by deleting part (b) thereof in its entirety and, in
lieu thereof, inserting the following:
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"(b) be stated to mature on March 29, 1996, and be payable
as provided in subsection 2.1 hereof, and"
3. Effectiveness of Amendment. This Amendment shall
become effective upon receipt of the Bank of (I) copy of this
Amendment duly executed by the rust, 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
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(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 Third Amendment and the First and Second
Amendments entered into on November 4, 1994, and November 3,
1995, respectively.
(d) Except as amended by this Amendment (and the prior
amendments dated November 4, 1994, and November 3, 1995); the
terms and conditions of the Agreement shall remain in all other
respects in full force and effect.
(e) The Company acknowledges and agrees that pursuant to
section 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 t,
including the fees and disbursements of the counsel to the Bank
for the preparation hereof and expenses incurred in connection
herewith.
(f) The Amendment and the rights and obligations of the
parties hereto shall be governed by the laws of the State of
Wisconsin.
IN WITNESS WHEREOF, the parties hereto have caused this
Third Amendment to Loan Agreement to be executed by their
respective officers as of the date first written above.
XXXXXXXX & ILSLEY TRUST COMPANY
AS TRUSTEE FOR THE WISCONSIN GAS COMPANY
EMPLOYEES' SAVINGS PLANS TRUST
By: Xxxxxxxx Kelimann, VP
(Title)
WICOR, INC.
By:X.X. Xxxxxxx VP, Treasurer & CFO
(Title)
M&I XXXXXXXX & XXXXXX BANK
By Xxxxx Xxxxxx, VP
(Title)
By Xxxx X. Xxxxxx, SVP
(Title)
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CONSENT OF GUARANTOR
The undersigned hereby (I) acknowledges and agrees that the
Guaranty executed by the undersigned 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 foregoing 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 December 21, 1995.
WICOR, INC.
By XX Xxxxxxx, VP, Treasurer & CFO
(Title)
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