Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
On November 26, 2008, The Gorman-Rupp Company (the "Company") entered into a
Loan Agreement (the "Loan Agreement"), effective as of November 26, 2008 (the
"Closing Date"), with JP Morgan Chase Bank, N.A. (the "Bank") with respect to an
unsecured loan for an amount not to exceed $25,000,000 (the "Loan"). Under the
terms of the Loan Agreement, the Company can make multiple drawings up to the
aggregate loan amount to fund construction of the previously announced
consolidation and expansion of the Company's Mansfield, Ohio facilities. The
Loan bears interest at a variable rate equal to LIBOR plus 75 basis points,
adjustable and payable monthly. Any unpaid balance of the Loan on November 26,
2009 is payable in full on that date, subject to any extension of the Loan
Agreement.
The Loan Agreement contains customary provisions with respect to any loan
disbursement and customary covenants. The Company's obligations under the Loan
Agreement may be accelerated upon the occurrence of customary events of default;
failure to comply with various compliance covenants and conditions contained in
the Loan Agreement; cessation of Company operations; or a change of control of
the Company.
As of the date hereof, the Company has no outstanding borrowing under the
Loan Agreement.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE GORMAN-RUPP COMPANY
By /s/ David P. Emmens
David P. Emmens
Corporate Counsel and Secretary
November 26, 2008