EXHIBIT 10(ag) AMENDMENT NO. 9 TO THE LOAN AND SECURITY AGREEMENT BETWEEN HUNT VALVE COMPANY, INC. AND LASALLE BUSINESS CREDIT. INC. This Amendment No. 9 dated as of January 25, 1995 ("Amendment") to the Loan Agreement (defined below) is entered into by and between Hunt Valve Company, Inc. ("Borrower") and LaSalle Business Credit, Inc. ("LaSalle") (formerly known as StanChart Business Credit, Inc.). W I T N E S S E T H WHEREAS, the Borrower and LaSalle are parties to a Loan and Security Agreement originally dated as of January 30, 1987, as previously amended by amendments through Amendment No. 5 and Restatement of Loan and Security Agreement, dated as of September 27, 1991, by Amendment No. 6, dated as of April 8, 1994, by Amendment No. 7, dated as of September 27, 1994, and by Amendment No. 8 dated as of December 16, 1994 (as amended heretofore and hereafter, the "Loan Agreement") under which the Initial Term shall expire on January 27, 1995; WHEREAS, Borrower has requested that LaSalle extend the Expiration Date of the initial term of the Loan Agreement from January 27, 1995 through February 27, 1995; WHEREAS, Borrower has represented to LaSalle that Borrower's request for LaSalle's agreement to such extension is conditioned on the extension of the due date for Borrower's $1,000,000 required (mandatory) principal prepayment to the Term Lender under the terms of the Term Notes (and pursuant to the Note Agreement, dated as of August 15, 1991, as amended, under which the Term Notes have been issued) from January 31, 1995 (as previously extended from September 30, 1994 and December 31, 1994) to March 3, 1995; WHEREAS, the Term Lender has agreed to extend the due date of such $1,000,000 required (mandatory) prepayment to March 3, 1995; WHEREAS, Borrower has acknowledged that its payment of any part of such $1,000,000 required (mandatory) prepayment to the Term Lender prior to the due date thereof of March 3, 1995 would constitute an Event of Default under the Loan Agreement; WHEREAS, LaSalle has agreed to such waivers and amendments of the Loan Agreement, on the terms and conditions set forth in this Amendment, subject to the satisfaction by Borrower as required hereunder of certain preconditions to such waivers and to effectiveness of such amendments as set forth below; WHEREAS, terms, unless otherwise defined herein, are used herein with the meanings assigned to them in the Loan Agreement; NOW, THEREFORE, in consideration of the mutual promises and agreements of the parties hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: SECTION I - AMENDMENTS. Upon fulfillment of the conditions to effectiveness under Section III of this Amendment, the Loan Agreement shall be, and is hereby, amended to be and read as follows: A. Section 1.26 of the Loan Agreement, the definition of "Expiration Date", shall be amended to read as follows: "1.26 The term 'Expiration Date' shall mean February 27, 1995 or such later date as may be agreed by LaSalle and Borrower pursuant to Section 3.1 hereof." B. The first paragraph of Section 3.1 of the Loan Agreement shall be amended to read as follows: "3.1 This Agreement shall have a term (the 'Initial Term') commencing on the Effective Date and expiring on February 27, 1995. As of February 27, 1995 or any other scheduled Expiration Date, the then-scheduled Expiration Date may be extended for a period of one (1) year or less only upon mutual written consent of Borrower and LaSalle. In no event shall the Expiration Date be extended to a date after September 27, 1996." SECTION II - RENEWAL FEE. Borrower shall pay to LaSalle a renewal fee in the amount of $500, which shall be earned and payable on the date hereof. SECTION III - CONDITIONS OF EFFECTIVENESS OF THIS AMENDMENT. This Amendment shall not be effective unless and until: (a) execution of this Amendment by the parties listed as signatories below; (b) execution and delivery of a Company General Certificate for Borrower, including as Exhibits Borrower's current Certificate of Incorporation and current By-laws (or statements that they have not been changed since the date of the last Company General Certificate delivered to LaSalle by Borrower), resolutions of Borrower's Board of Directors adopting this Amendment and related instruments and documents and relevant good standing certificates; (c) delivery of a Reaffirmation of the Amended and Restated Guaranty of HVHC, Inc.; (d) delivery to LaSalle of an executed copy of a letter agreement between the Term Lender and Borrower extending the due date of the $1,000,000 required (mandatory) prepayment due to the Term Lender from January 31, 1995 to March 3, 1995, consenting to the extension by LaSalle of the expiration date of the Loan Agreement, and to the extension of the due date of Borrower's principal and other obligations pursuant to such extension of the expiration date, from January 27, 1995 to February 27, 1995, amending the reference to January 31, 1995 to March 3, 1995 under Section 2.4 of the Note Agreement, and otherwise in form and substance satisfactory to LaSalle; and (e) delivery of any other agreements, consents, filings or other documents relating to the Loan Agreement and documents delivered thereunder which are reasonably requested by LaSalle in relation to this Amendment. SECTION IV - GENERAL. (a) Except as herein amended or modified, the Loan Agreement, as previously amended, shall remain unchanged and in full force and effect and is hereby ratified, approved, and confirmed in all respects. (b) After the date hereof all references in the Loan Agreement to "Agreement", "hereof", or the like shall refer to the Loan Agreement as herein amended or modified. (c) Borrowers agree to furnish to LaSalle upon request, such resolutions, opinions, certificates, documents and assurances which LaSalle may request in connection with this Amendment. (d) This Amendment shall be binding upon Borrowers and LaSalle and their respective successors and assigns, and shall inure to the benefit of LaSalle and Borrowers and their respective successors and assigns. (e) This Amendment may be executed in any number of counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment. (f) This Amendment shall be governed by and construed in accordance with the laws of the State of Illinois. Dated as of the date and year first above written. HUNT VALVE COMPANY, INC. By: /s/ R.V. Silva Title: Chairman & CEO LASALLE BUSINESS CREDIT, INC. By: /s/ Martin J. Battaglia Title: Senior Vice President