of Conflicting Obligations; Defaults
24
8E.
Taxes
24
8F.
Absence of Litigation
25
8G.
Indebtedness
25
8H.
Title to Property
25
8I.
ERISA
25
8J.
Fiscal Year
25
8K.
Compliance With Laws
25
8L.
Dump Sites
26
8M.
Tanks
26
8N.
Other Environmental Conditions
26
8O.
Environmental Judgments Decrees and Orders
26
8P.
Environmental Permits and Licenses
26
8Q.
Use of Proceeds
27
8R.
Investment Company
27
8S.
Accuracy of Information; Disclosure
27
8T.
Offering of Notes
28
8U.
Rule 144A
28
8V.
Foreign Assets Control Regulations, Etc.
28
8W.
Hostile Tender Offers
29
8X.
Solvency
29
9.
REPRESENTATIONS OF EACH PURCHASER
29
9A.
Nature of Purchase
29
9B.
Source of Funds
29
10.
DEFINITIONS; ACCOUNTING MATTERS
30
10A.
Yield Maintenance Terms
30
10B.
Other Terms
32
10C.
Accounting and Legal Principles, Terms and Determinations
46
11.
MISCELLANEOUS
47
11A.
Note Payments
47
11B.
Expenses
47
11C.
Consent to Amendments
48
11D.
Form, Registration, Transfer and Exchange of Notes; Lost Notes
49
11E.
Persons Deemed Owners; Participations
50
11F.
Survival of Representations and Warranties; Entire Agreement
50
11G.
Successors and Assigns
50
11H.
Independence of Covenants
50
11I.
Notices
50
11J.
Payments Due on Non Business Days
51
11K.
Satisfaction Requirement
51
11L.
GOVERNING LAW
51
11M.
SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL
51
11N.
Severability
52
11O.
Descriptive Headings; Advice of Counsel; Interpretation
52
11P.
Counterparts; Facsimile Signatures
53
11Q.
Severalty of Obligations
53
11R.
Independent Investigation
53
11S.
Directly or Indirectly
53
11T.
Transaction References
53
11U.
Binding Agreement
53
00108597.DOC v.9
--
INFORMATION SCHEDULE
PURCHASER SCHEDULE
SCHEDULE 8A
--
SUBSIDIARIES AND THE COMPANY'S PERCENTAGE OWNERSHIP OF EACH
SCHEDULE 8F
--
LITIGATION
SCHEDULE 8L
--
DUMP SITES
SCHEDULE 8M
--
TANKS
SCHEDULE 8N
--
OTHER ENVIRONMENTAL CONDITIONS
SCHEDULE 8O
--
ENVIRONMENTAL JUDGMENTS, DECREES AND ORDERS
SCHEDULE 10B
--
EXISTING LIENS
EXHIBIT A-1
--
FORM OF 2006 NOTE
EXHIBIT A-2
--
FORM OF SHELF NOTE
EXHIBIT B
--
FORM OF REQUEST FOR PURCHASE
EXHIBIT C
--
FORM OF CONFIRMATION OF ACCEPTANCE
EXHIBIT D-1
--
FORM OF OPINION OF COMPANY'S COUNSEL FOR NOTE PURCHASE AGREEMENT (RESTATEMENT)
ONLY
EXHIBIT D-2
--
FORM OF OPINION OF COMPANY'S COUNSEL FOR SHELF NOTES
EXHIBIT E
--
FORM OF COMPLIANCE CERTIFICATE
00108597.DOC v.9
--
TWIN DISC, INCORPORATED
1328 Racine Street
Racine, Wisconsin
53403
As of June 30, 2014
Prudential Investment Management, Inc. ("Prudential")
Each of the Persons named in
the Purchaser Schedule attached
hereto as holders of 2006 Notes
(the "Existing Holders")
Each other Prudential Affiliate (as hereinafter
defined) which becomes bound by certain
provisions of this Agreement as hereinafter
provided
c/o Prudential Capital Group
Two Prudential Plaza
Suite 5600
Chicago, Illinois
60601
Ladies and Gentlemen:
The undersigned, Twin Disc, Incorporated, a Wisconsin corporation (herein called
the "Company"), hereby agrees with the Prudential, the Existing Holders and each
purchasers named in the Purchaser Schedule attached hereto (together with the
Existing Holders, herein called the "Purchasers") as set forth below.
Reference
is made to paragraph 10 hereof for definitions of capitalized terms used