CREDIT AGREEMENT Dated as of April 22, 2016 among TWIN DISC, INCORPORATED as Borrower, CERTAIN FINANCIAL INSTITUTIONS, as Lenders, and BANK OF MONTREAL, as Administrative AgentCredit Agreement • April 26th, 2016 • Twin Disc Inc • General industrial machinery & equipment • Wisconsin
This CREDIT AGREEMENT (this “Agreement”) is entered into as of April 22, 2016, among TWIN DISC, INCORPORATED, a Wisconsin corporation (the “Company” or the “Borrower”), EACH LENDER FROM TIME TO TIME PARTY HERETO (collectively, the “Lenders” and individually, a “Lender”), and BANK OF MONTREAL, as Administrative Agent (the “Administrative Agent”) and as Letter of Credit Issuer and Swing Line Lender.
SECURITY AGREEMENTSecurity Agreement • April 26th, 2016 • Twin Disc Inc • General industrial machinery & equipment • Wisconsin
This Security Agreement (the “Agreement”) is dated as of April 22, 2016, between TWIN DISC, INCORPORATED, a Wisconsin corporation (the “Debtor”), and BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago branch (the “Administrative Agent”), as “Administrative Agent” for the secured lenders under the “Credit Agreement,” dated on even date herewith (the “Secured Party”).
GUARANTOR SECURITY AGREEMENTGuarantor Security Agreement • April 26th, 2016 • Twin Disc Inc • General industrial machinery & equipment • Wisconsin
This Guarantor Security Agreement (the “Agreement”) is dated as of April 22, 2016, between MILL-LOG EQUIPMENT CO., INC., an Oregon corporation (the “Debtor”), and BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago branch (the “Administrative Agent”), as “Administrative Agent” for the secured lenders under a “Credit Agreement,” dated on even date herewith (the “Secured Party”).
Pledge AgreementPledge Agreement • April 26th, 2016 • Twin Disc Inc • General industrial machinery & equipment • Wisconsin
This Pledge Agreement (this “Agreement”) is dated as of April 22, 2016, among TWIN DISC, INCORPORATED, a Wisconsin corporation (the “Borrower”) and MILL-LOG EQUIPMENT CO., INC., an Oregon corporation (“Mill-Log Equipment” and together with the Borrower, each individually a “Pledgor”, and individually and collectively, jointly and severally, the “Pledgors”), each with its mailing address as set forth in Section 10(c) hereof, and BANK OF MONTREAL, as “Administrative Agent” for the secured lenders (the “Secured Parties”) under the Credit Agreement referenced below dated on even date herewith (in such capacity, together with its successors and assigns in such capacity, if any, the “Agent”), with its mailing address as set forth in Section 10(c) hereof.
GUARANTY AGREEMENTGuaranty Agreement • April 26th, 2016 • Twin Disc Inc • General industrial machinery & equipment • Wisconsin
This guaranty is a continuing, absolute and unconditional guaranty, and shall remain in full force and effect until written notice of its discontinuance shall be actually received by the Bank, and also until any and all of the Indebtedness created, existing or committed to before receipt of such notice shall be fully paid. The liability of the undersigned hereunder shall in no way be affected or impaired by (and the Bank is hereby expressly authorized to make from time to time, without notice to anyone) any sale, pledge, surrender, compromise, settlement, release, renewal, extension, indulgence, alteration, substitution, exchange, change in, modification or other disposition of any of the Indebtedness, either express or implied, or of any contract or contracts evidencing any thereof, or of any security or collateral therefor. The liability of the undersigned hereunder shall also in no way be affected or impaired by any acceptance by the Bank of any security for or other guarantors upon
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • April 26th, 2016 • Twin Disc Inc • General industrial machinery & equipment • Wisconsin
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (“IP Security Agreement”), dated as of April 22, 2016, is made by TWIN DISC, INCORPORATED, a Wisconsin corporation (the “Grantor”) in favor of BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago branch (the “Administrative Agent”), as Administrative Agent for the secured parties under the Credit Agreement referred to below (the “Secured Parties”).
NEGATIVE PLEDGE AGREEMENTNegative Pledge Agreement • April 26th, 2016 • Twin Disc Inc • General industrial machinery & equipment
THIS NEGATIVE PLEDGE AGREEMENT (this “Agreement”) is made effective as April 22, 2016, by and among TWIN DISC, INCORPORATED, a Wisconsin corporation (the “Company” or the “Borrower”), each lender from time to time party to the Credit Agreement hereinafter defined (collectively, the “Lenders” and individually, a “Lender”), and BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago branch, as Administrative Agent for the Lenders from time to time parties to the Credit Agreement (hereinafter defined) (the “Administrative Agent”).
