JOY GLOBAL INC. $250,000,000 6.000% Senior Notes due 2016 $150,000,000 6.625% Senior Notes due 2036 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 16th, 2006 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • New York
Joy Global Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to Banc of America Securities LLC, Lehman Brothers Inc., UBS Securities LLC and the other initial purchasers named in the Purchase Agreement (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated the same date as this Agreement (the “Purchase Agreement”), $250,000,000 aggregate principal amount of its 6.000% Senior Notes due 2016 and $150,000,000 aggregate principal amount of its 6.625% Senior Notes due 2036 (collectively, the “Initial Securities”) to be guaranteed (the “Guarantees”) by the subsidiary guarantors named in Schedule A hereto (the “Guarantors” and, collectively with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture and a Supplemental Indenture, each dated as of November 10, 2006 (collectively, the “Indenture”), among the Issuer, the Guarantors and Wells Fargo Bank Minnesota, N.A., as trustee (the “Trustee”). A
SUPPLEMENTAL INDENTURE Dated as of November 10, 2006 by and between JOY GLOBAL INC., as Issuer, JOY TECHNOLOGIES INC. and P&H MINING EQUIPMENT INC., as Guarantors and WELLS FARGO BANK, NATIONAL ASSOCIATION, as TrusteeSupplemental Indenture • November 16th, 2006 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • New York
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is made as of November 10, 2006, by and between JOY GLOBAL INC., a Delaware corporation (along with any successor thereto, the “Company”), JOY TECHNOLOGIES INC., a Delaware corporation, and P&H MINING EQUIPMENT INC., a Delaware corporation, as guarantors, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee (along with any successor thereto, the “Trustee”).
JOY GLOBAL INC., and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SENIOR DEBT SECURITIES INDENTURE Dated as of November 10, 2006 CROSS REFERENCE SHEET*Indenture • November 16th, 2006 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip)
Provisions of Trust Indenture Act of 1939, as amended, and Indenture to be dated as of November 10, 2006 among Joy Global Inc. and Wells Fargo Bank, National Association, as Trustee:
ContractRegistration Rights Agreement • November 16th, 2006 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip)
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 16th, 2006 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of November 10, 2006 (the “Amendment”) is entered into among Joy Global, Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders party hereto and Bank of America, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
