Oilgear Co Watch

from 8-K 8 pages North East & Yorkshire Larger Business Team Po Box 190 3rd Floor Private & Confidential 6 East Parade Leeds the Directors West Yorkshire Ls1 2ux Oilgear Towler Limited Tel 0113 296 Oaklands Road Fax 0113 296 Rodley Leeds Ls13 1lg WWW.BARCLAYS.com 4th February 2005 Dear Sirs on Demand Loan We Are Pleased to Advise You That Barclays Bank PLC (The “Bank”) Has Agreed to Provide a Loan (The “Loan”) to Oilgear Towler Limited (The “Borrower”) Upon and Subject to the Terms and Conditions Set Out Below and Attached, and of the Attached Special Conditions, if Any. the Loan and Drawdown Amount: £2,450,000 or 78% Loan to Renewed Valuation the Loan May Be Drawn in One Amount Following Completion of Acceptance Formalities and of Any Security Formalities in Each Case as Set Out Herein. Purpose of Loan Property Bridging Facility Availability the Facility Is Repayable on Demand by the Bank at Any Time. However, Subject to This Condition, the Facility Is Scheduled for Review by 15th August 2005. Repayment as a Single Repayment in Full on the Renewal Date (With Interest Paid Separately). Prepayment the Loan in Full or in Minimum Amounts and Multiples of £250,000 Together With Accrued Interest to the Date of Prepayment if Required by the Bank. a Prepayment Fee Barclays Bank PLC. Authorised and Regulated by the Financial Services Authority. Barclays Bank PLC Represents Only the Legal & General Marketing Group of Companies for Life Assurance, Pensions and Unit Trusts. Registered in England. Registered No: 1026167. Registered Office: 54 Lombard Street, London Ec3p 3ah at the Rate of 1% Flat Is Payable at the Time and on the Amount Prepaid (Unless the Bank Is Prevented From Doing So by Any Statutory, Regulatory or Contractual Requirement). Interest Rate: 2.25% P.A. Over: Libor

from 8-K 18 pages (1) Oilgear Towler Limited (Company Number 00565938) Whose Registered Office Is Electraulic Works, Oaklands Road, Rodley, Leeds, West Yorkshire, Ls13 1lg (The “Borrower”) (2) Venture Finance PLC as Lender (Company Number 2281768) Whose Registered Office Is at Sussex House, Perrymount Road, Haywards Heath, West Sussex, Rh16 1dn(“vf”) Whereas (A) Vf and the Borrower Are Parties to an Agreement for the Purchase of Debts (“The Agreement for the Purchase of Debts”) Which Will Commence on the Commencement Date (As Defined Therein), and (B) Vf Has Agreed to Make Available to the Borrower a Loan Facility Upon the Terms and Subject to the Conditions Set Out in This Agreement. It Is Agreed as Follows

from 8-K 19 pages Dated January 28, 2005 Oilgear Towler Limited as (1) Borrower and Venture Finance PLC as Lender (2) Plant & Machinery Loan Agreement

from 8-K 68 pages Foreign Accounts and Inventory Loan and Security Agreement Dated as of January 28, 2005 Between Lasalle Business Credit, LLC the Lender, and the Oilgear Company, the US Borrower

from 8-K 78 pages Loan and Security Agreement Dated as of January 28, 2005 Among Lasalle Business Credit, LLC, the Lender, the Oilgear Company, Oilgear Towler, S.A. and Oilgear Towler Gmbh, the Borrowers

from 10-K ~50 pages Fifth Amended/Restated Credit Agreement

from 10-K405 ~5 pages Amendment No. 12 to Loan Agreement - 1/25/02

from 10-K405 ~5 pages Amendment No. 11 to Loan Agreement - 9/28/01

from 10-Q ~5 pages Amendment No. 10 to Loan Agreement

from 10-Q 1 page Amendment No. 9 to Loan Agreement

from 10-Q ~5 pages Restated Loan Agreement

from 10-K405 ~5 pages Amendment No. 7 to Loan Agreement

from 10-K405 ~1 page Amendment No. 6 to Loan Agreement Dated 10/15/98

from 10-Q ~20 pages Material contract

from 10-K405 ~10 pages Amend. No. 2 to Loan Agreement

from 10-Q ~5 pages Amend. No.1 to Second Amendatory Loan Agreement