EXHIBIT 10.21
FORM 10-K
YEAR ENDED DECEMBER 31, 2000
AGREEMENT OF DEBT CONVERSION
This Agreement is entered into to be effective the 22nd day of
March, 2001 by and between Bucyrus Holdings, LLC ("Holdings") and Bucyrus
International, Inc. (the "Company").
WHEREAS, Holdings owns certain Senior Notes issued by the Company, and
WHEREAS, the Company owes Holdings interest in the amount of two
million one hundred seventy one thousand three hundred fifty-four and 80/100
dollars ($2,171,354.80) for interest accrued on the Senior Notes through
June 30, 2000 which interest has not been paid (the "Accrued Interest"); and
WHEREAS, the Company's lender has, as a condition of making credit
available to the Company, requested that Holdings convert the debt owed to it
by the Company, in the form of the Accrued Interest, into equity of the
Company.
NOW, THEREFORE, in consideration of the foregoing premises, and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
Holdings hereby converts the Accrued Interest into equity of the
Company. Holdings shall no longer account for the Accrued Interest as a debt
owed to it, and shall not seek repayment of the Accrued Interest. Holdings
shall for all purposes treat the amount of the Accrued Interest as a further
contribution to the capital of the Company. The Company shall not issue
additional shares of its capital stock in exchange for Holding's contribution
to its capital.
The Company accepts such contribution to its capital and shall take
such actions, not inconsistent with this Agreement, as Holdings might
reasonably request to document or effectuate such contribution.
EXECUTED to be effective as of the date first written above.
BUCYRUS HOLDINGS, LLC BUCYRUS INTERNATIONAL, INC.
By: American Industrial Partners Capital
Fund II, L.P., Its Managing-Member
By: American Industrial Partners II, L.P.,
Its General Partner
By: American Industrial Partners
Corporation, Its General Partner
By: /s/X. X. Xxxxxx BY: /s/X. X. Xxxxxx
X. X. Xxxxxx X. X. Xxxxxx
Director of Bucyrus Holdings, LLC Chief Executive Officer
