Amendment No. 9 to Loan Agreement between The Oilgear Company and M&I Marshall & Ilsley Bank

Summary

This amendment updates the existing loan agreement between The Oilgear Company and M&I Marshall & Ilsley Bank. It revises the definition of the bank's lending commitment, specifying new maximum loan amounts and timeframes. The Oilgear Company confirms that all previous representations remain true and that no default has occurred. All other terms of the original agreement remain in effect. The amendment is governed by Wisconsin law and is effective as of March 12, 2001.

EX-4.1 3 c64471ex4-1.txt AMENDMENT NO. 9 TO LOAN AGREEMENT 1 FORM 10-Q 6/30/01 EXHIBIT 4.1 AMENDMENT NO. 9 TO LOAN AGREEMENT This Amendment No. 9 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 meanings specified: 1. Amendment. "Amendment shall mean this Amendment No. 9 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 ($14,000,000.00) 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 the Four Million and 00/100 Dollars ($4,000,000.00) through the earlier of April 30, 2001. 1 2 ARTICLE III - REPRESENTATIONS AND WARRANTIES The Company hereby represents and warrants to M&I that: 5. 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 Agreement. No Default or Event of Default under the Loan Agreement has occurred and is continuing as of the date of this Amendment. 6. 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. 7. 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 8. 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. 9. 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. 10. 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. 11. 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. 12. Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to 2 3 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. 9 to Loan Agreement as of this 12th day of March, 2001. M&I Marshall & Ilsley Bank (SEAL) The Oilgear Company (SEAL) By: /s/ Kathleen T. Coleman By: /s/ T.J. Price ------------------------------ --------------------------------- Title: Vice President Title: Vice President, CFO and Secretary By: /s/ Mark Hogan ------------------------------ Title: Senior Vice President 770 N. Water Street 2300 S. 51st Street Milwaukee, WI 53202 Milwaukee, WI 53219 3