EXHIBIT 1.1 HARNISCHFEGER INDUSTRIES, INC. Debt Securities DISTRIBUTION AGREEMENTDistribution Agreement • February 17th, 1998 • Harnischfeger Industries Inc • Mining machinery & equip (no oil & gas field mach & equip) • Delaware
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 29, 2014 among JOY GLOBAL INC., as the Borrower, CERTAIN OF ITS DOMESTIC SUBSIDIARIES, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, a Swing Line Lender and an L/C...Credit Agreement • July 29th, 2014 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of July 29, 2014, among JOY GLOBAL INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), BANK OF AMERICA, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer and JPMORGAN CHASE BANK, N.A., as Swing Line Lender and an L/C Issuer.
COMPANYRights Agreement • July 17th, 2002 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • Delaware
EXHIBIT NO. 4 AMENDMENT NO. 1 TO RIGHTS AGREEMENT ----------------------------------------------------------- AMENDMENT, dated as of October 9, 1995, to the Rights Agreement, dated as of February 8, 1989 (the "Rights Agreement"), between Harnischfeger...Rights Agreement • October 11th, 1995 • Harnischfeger Industries Inc • Special industry machinery (no metalworking machinery) • Delaware
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
RECITALS: A. The Company and certain of the Company's subsidiaries are parties to a Joint Plan of Reorganization (the "Plan") under Chapter 11 of the Bankruptcy ---- Code. The Company has agreed, upon the terms and subject to the conditions of the...Registration Rights Agreement • July 12th, 2001 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • New York
Exhibit 10 HARNISCHFEGER INDUSTRIES DEFERRED COMPENSATION TRUST ---------------------------------------------------- (as amended and restated as of October 9, 1995) This Trust Agreement made as of the 9th day of October, 1995, by and between...Trust Agreement • March 15th, 1996 • Harnischfeger Industries Inc • Special industry machinery (no metalworking machinery)
CREDIT AGREEMENT Dated as of October 27, 2010 among JOY GLOBAL INC., as the Borrower, CERTAIN OF ITS DOMESTIC SUBSIDIARIES, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, JPMORGAN CHASE BANK,...Credit Agreement • November 1st, 2010 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • New York
This CREDIT AGREEMENT is entered into as of October 27, 2010, among JOY GLOBAL INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer and JPMORGAN CHASE BANK, N.A., as Syndication Agent and an L/C Issuer.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 29, 2014 among JOY GLOBAL INC., as the Borrower, CERTAIN OF ITS DOMESTIC SUBSIDIARIES, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A. and MIZUHO BANK...Credit Agreement • July 29th, 2014 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of July 29, 2014, among JOY GLOBAL INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A. and MIZUHO BANK (USA) as Co‑Syndication Agents and THE BANK OF TOKYO‑MITSUBISHI UFJ, LTD. and WELLS FARGO BANK, NATIONAL ASSOCIATION as Co‑Documentation Agents.
------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE...Proxy Statement • May 15th, 1997 • Harnischfeger Industries Inc • Mining machinery & equip (no oil & gas field mach & equip)
JOY GLOBAL Underwriting AgreementUnderwriting Agreement • October 12th, 2011 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • New York
Joy Global Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”),
FIRST AMENDMENT Dated as of November 13, 1995 to AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 25, 1994Credit Agreement • March 15th, 1996 • Harnischfeger Industries Inc • Special industry machinery (no metalworking machinery) • New York
AGREEMENT AND PLAN OF MERGERMerger Agreement • July 21st, 2016 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • Delaware
This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of July 21, 2016, is by and among Joy Global Inc., a Delaware corporation (the "Company"), Komatsu America Corp., a Georgia corporation (the "Parent"), Pine Solutions Inc., a Delaware corporation and wholly-owned Subsidiary of Parent ("Merger Sub" and, together with the Company and Parent, the "Parties"), and, solely for the purposes set forth on its signature page hereto, Komatsu Ltd., a Japanese joint stock company (the "Guarantor").
EMPLOYMENT AGREEMENTEmployment Agreement • December 23rd, 2003 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • Wisconsin
AGREEMENT, dated as of the 20thday of May, 2003(this “Agreement”), by and between Joy Global Inc., a Delawarecorporation (the “Company”), and [_________] (the “Executive”).
JOY GLOBAL INC. and as Depositary and HOLDERS OF DEPOSITARY RECEIPTS DEPOSIT AGREEMENT Dated as of ____________ ___, ___Deposit Agreement • March 4th, 2005 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • New York
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 4th, 2016 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • Delaware
THIS AGREEMENT is entered into as of December 7, 2015, between Joy Global Inc., a Delaware Corporation, (the “Company”) and (the “Employee”). In consideration of the mutual promises and covenants made in this Agreement and the mutual benefits to be derived from this Agreement, the Company and the Employee agree as follows:
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 4th, 2016 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • Delaware
THIS AGREEMENT is entered into as of December 7, 2015, between Joy Global Inc., a Delaware Corporation, (the “Company”) and (the “Employee”). In consideration of the mutual promises and covenants made in this Agreement and the mutual benefits to be derived from this Agreement, the Company and the Employee agree as follows:
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:
AMONGCredit Agreement • July 12th, 2001 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • New York
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • June 3rd, 2016 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • Delaware
THIS AGREEMENT is entered into as of March 8, 2016, between Joy Global Inc. (the “Company”) and (the “Grantee”). In consideration of the mutual promises and covenants made in this Agreement and the mutual benefits to be derived from this Agreement, the Company and the Grantee agree as follows:
PERFORMANCE SHARE AGREEMENTPerformance Share Agreement • March 4th, 2016 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • Delaware
THIS AGREEMENT is entered into as of December 7, 2015, between Joy Global Inc., a Delaware Corporation, (the “Company”) and (the “Employee”).
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 9th, 2009 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • Delaware
THIS AGREEMENT is entered into as of December 8, 2008, between Joy Global Inc. (the “Company”) and (the “Employee”). In consideration of the mutual promises and covenants made in this Agreement and the mutual benefits to be derived from this Agreement, the Company and the Employee agree as follows:
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 9th, 2009 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • Delaware
THIS AGREEMENT is entered into as of December 8, 2008, between Joy Global Inc. (the “Company”) and (the “Employee”). In consideration of the mutual promises and covenants made in this Agreement and the mutual benefits to be derived from this Agreement, the Company and the Employee agree as follows:
PERFORMANCE SHARE AGREEMENTPerformance Share Agreement • May 31st, 2013 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • Delaware
THIS AGREEMENT is entered into as of March 16, 2013, between Joy Global Inc., a Delaware Corporation, (the “Company”) and (the “Participant”).
STOCK OPTION AGREEMENTStock Option Agreement • December 23rd, 2002 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • Delaware
THIS AGREEMENT, dated as of the 18th day of November, 2002, between Joy Global Inc., a Delaware corporation (the “Company”), and ______________ (the “Employee”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • June 4th, 2009 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • Delaware
THIS AGREEMENT is entered into as of February 24, 2009, between Joy Global Inc. (the “Company”) and _____________ (the “Grantee”). In consideration of the mutual promises and covenants made in this Agreement and the mutual benefits to be derived from this Agreement, the Company and the Grantee agree as follows:
PERFORMANCE SHARE AGREEMENTPerformance Share Agreement • May 30th, 2008 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • Delaware
WHEREAS, the Company maintains the Joy Global Inc. 2007 Stock Incentive Plan (as amended from time to time, the “Plan”), which is incorporated into and forms a part of this Agreement. Capitalized terms used and not otherwise defined in this Agreement have the meanings given to them in the Plan.
PERFORMANCE UNIT AGREEMENTPerformance Unit Agreement • December 23rd, 2002 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip)
THIS AGREEMENT, entered into as of November 18, 2002 (the “Agreement Date”), by and between __________________ (the “Participant”) and Joy Global Inc. (the “Company”);
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 6th, 2015 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • New York
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 27, 2015 (the “Agreement”) 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).
STOCK PURCHASE AGREEMENT between Rowan Companies, Inc. (“Seller”) and Joy Global Inc. (“Buyer”) Dated as of May 13, 2011Stock Purchase Agreement • May 18th, 2011 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • Delaware
This STOCK PURCHASE AGREEMENT, dated as of May 13, 2011 (this “Agreement”), is by and between Joy Global Inc., a Delaware corporation (“Buyer”), and Rowan Companies, Inc., a Delaware corporation (“Seller”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 19th, 2014 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • New York
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 14, 2014 (the “Agreement”) 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).
JOY GLOBAL INC. 2003 Stock Incentive Plan Non-Employee Director Restricted Stock Unit Award AgreementNon-Employee Director Restricted Stock Unit Award Agreement • June 1st, 2004 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip)
THIS NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AGREEMENT (the “Agreement”), dated as of May 8, 2003, is between Joy Global Inc., a Delaware corporation (the “Company”) and __________ (the “Grantee”). In consideration of the mutual promises and covenants made in this Agreement and the mutual benefits to be derived from this Agreement, the Company and Grantee agree as follows:
STOCK OPTION AGREEMENT (DIRECTOR)Stock Option Agreement • September 6th, 2002 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • Delaware
In consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom, the parties hereto agree as follows:
CREDIT AGREEMENTCredit Agreement • February 10th, 2004 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 23, 2004 and entered into by and among JOY GLOBAL INC., a Delaware corporation (“Borrower”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to herein as a “Lender” and collectively as “Lenders”) and DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as administrative agent for Lenders (in such capacity, “Agent”), amends and restates that certain Amended and Restated Credit Agreement dated as of June 25, 2002, as amended (the “Prior Credit Agreement”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 1st, 2011 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • Delaware
This STOCK PURCHASE AGREEMENT, dated as of August 29, 2011 (this “Agreement”), is by and among Cameron International Corporation, a Delaware corporation (“Buyer”), LeTourneau Technologies, Inc., a Texas corporation (“Seller”), and Joy Global Inc., a Delaware corporation (“Parent”).
