Second Amended and Restated Term Note By and Among Twin Disc, Incorporated, Kobelt Manufacturing Co., Ltd. and Bank of Montreal
Exhibit 1.4
SECOND AMENDED AND RESTATED TERM NOTE
U.S. $15,000,000.00 | February 14, 2025, |
For Value Received, the undersigned, Twin Disc, Incorporated, a Wisconsin corporation (“Borrower”), hereby promises to pay to Bank of Montreal (“Bank”), as successor via assignment to BMO Bank N.A. (f/k/a BMO Harris Bank N.A.), at the principal office of Bank in Milwaukee, Wisconsin (or such other location as Bank may designate to Borrower), in immediately available funds, the principal sum of Fifteen Million and No/100 Dollars ($15,000,000.00), in installments pursuant to the Credit Agreement (defined below), together with interest on the principal amount of such Term Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement.
This Second Amended and Restated Term Note (this “Note”) is one of the Term Notes referred to in the Amended and Restated Credit Agreement dated as of February 14, 2025, by and between Borrower and Bank (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof.
Voluntary prepayments may be made hereon, certain prepayments are required to be made hereon, and this Note may be declared due prior to the expressed maturity hereof, all in the events, on the terms and in the manner, as provided for in the Credit Agreement.
All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance with the internal laws of the State of Wisconsin. Borrower hereby waives demand, presentment, protest or notice of any kind hereunder.
This Note is an amendment and restatement of that certain Amended and Restated Term Note dated as of March 4, 2019, issued by Borrower and payable to the order of BMO Bank N.A., in the principal amount of $20,000,000 (the “Original Note”), and this Note is a continuation of the indebtedness evidenced by the Original Note. This Note is not intended as, and shall not be construed as, a repayment, novation or refinancing of the Original Note or the indebtedness evidenced thereby.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Note to be duly executed as of the date first above written.
TWIN DISC, INCORPORATED
By: _________________________________ Name: Jeffrey Knutson Title: Vice President – Finance and Chief Financial Officer
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(from the Closing Date until the consummation of the Kobelt Amalgamation) TWIN DISC CANADA HOLDINGS LTD.
By: ______________________________ Name: Title:
(following the consummation of the Kobelt Acquisition and the Kobelt Amalgamation) KOBELT MANUFACTURING CO. LTD.
By: ______________________________ Name: Title: |
[Signature Page to Second Amended and Restated Term Note ($15,000,000.00)]