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EXHIBIT 4.1 (f)
AMENDMENT NO. 6 TO LOAN AGREEMENT
This is Amendment No. 6 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. 6 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. "Business Note." The definition of
"Business Note" is hereby added to the Loan Agreement as follows:
Business Note. "Business Note" shall mean the promissory note dated
October 15, 1998, in the amount of $6,000,000.00 from the Company to
M&I, together with all extensions, renewals, amendments, modifications
and refinancing thereof.
5. Section 2.1 - Revolving Credit Loans. Section 2.1 (a) of the Loan
Agreement is hereby amended in its entirety 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 the 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 a Revolving Credit Note
and/or Business
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Note, the Company being obligated 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 this Section subject to the terms and conditions of
this Loan Agreement. The Revolving Credit Note shall mature on the
Commitment Termination Date and the Business Note shall mature on April
30, 2001.
6. Section 2.10 - (d). Section 2.10(d) is hereby added to the Loan
Agreement.
;(d) the prepayment indemnification amount is paid in accordance with
the Business Note and Term Note.
ARTICLE III - REPRESENTATIONS AND WARRANTIES
The Company hereby represents and warrants to M&I that:
7. 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.
8. 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 Business Note are valid and binding obligations of
the Company, enforceable against the Company in accordance with their
terms.
9. 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
10. 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.
11. 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.
12. 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
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laws of the State of Wisconsin applicable to contracts made and wholly
performed within such state.
13. 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.
14. 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 of
affecting the validity or enforceability of such provision in any
other jurisdiction.
In witness whereof, the parties hereto have executed this Amendment No.
6 to Loan Agreement as of this 15th day of October, 1998.
M&I Xxxxxxxx Xxxxxx Bank (SEAL) The Oilgear Company (SEAL)
By: /s/ Xxxxxxxx X. Xxxxxxx By: /s/ X.X. Xxxxx
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Title: Vice President Title: V.P.-Finance & Corp. Sec.
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By: /s/ Xxxx Xxxxx
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Title: SVP
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