EXHIBIT 10.1(a)
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 1995
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 22, 1995,
amends and supplements the Credit Agreement dated as of December 14, 1994 (the
"Credit Agreement") between Bucyrus-Erie Company (the "Company") and Bank One,
Milwaukee, National Association (the "Bank").
RECITAL
The Company and the Bank desire to amend and supplement the Credit
Agreement as provided below.
AGREEMENTS
In consideration of the promises and agreements set forth in the Credit
Agreement, as amended hereby, the Company and the Bank agree as follows:
1. Definitions and References. Capitalized terms not defined herein
have the meanings assigned in the Credit Agreement. Upon the fulfillment of
the conditions set forth in section 3 below, all references to the Credit
Agreement contained in the Loan Documents shall mean the Credit Agreement as
amended by this First Amendment to Credit Agreement.
2. Amendments.
(a) The definition of Revolving Note contained in section 1 of the
Credit Agreement is amended to read as follow:
"Revolving Note" means (a) the promissory note issued by the
Company and payable to the order of the Bank evidencing loans under
section 2.1(a)(i) in the form of Exhibit A attached hereto and (b) the
Supplemental Revolving Note.
(b) The following definition is inserted, in appropriate alphabetical
order, into section 1 of the Credit Agreement:
"Supplemental Revolving Note" means the promissory note issued by
the Company and payable to the order of the Bank evidencing loans under
section 2.1(a)(ii) in the form of Exhibit E attached hereto.
(c) Section 2.1(a) of the Credit Agreement is amended by inserting
"(i)" after "(a)" in such subsection and adding the following subsection
immediately following subsection (a)(i):
(ii) The Bank will lend to the Company, subject to the terms and
conditions hereof, up to the maximum amount of $200,000 at any time
outstanding during the period from June 22, 1995 through the Revolving
Note Maturity Date. Loans may be made, repaid and made again. All loans
under this subsection shall be evidenced by the Supplemental Revolving
Note. Although the Supplemental Revolving Note shall be expressed to be
payable in the amount of $200,000, the Company shall be obligated to pay
only the amount actually disbursed to or for the account of the Company,
together with interest on the unpaid balance of the amounts so disbursed,
which remain outstanding from time to time as shown on the records of the
Bank.
The amount of loans which the Company is entitled to receive
under section 2.1(a)(i) shall be reduced by the unpaid principal balance
of loans outstanding under this section 2.1(a)(ii) and, for the purposes
of the limitations on the maximum amounts of loans made by the Bank to the
Company under sections 2.1(b) and 2.2, loans under sections 2.1(a)(i) and
2.1(a)(ii) shall be combined.
Notwithstanding any provision of this Agreement to the
contrary, the outstanding principal balance of loans under section
2.1(a)(ii) shall bear interest at the rate which is equal to the Reference
Rate plus 2 percentage points and such rate shall change on each day on
which the Reference Rate changes. The unpaid principal balance of such
loans, and all accrued interest, shall be due and payable ON DEMAND. In
the absence of demand by the Bank, accrued interest shall be due and
payable on the first Business Day of each month.
(d) Section 2.6(a)(i) of the Credit Agreement is amended by deleting
"October 3, 1995" and inserting "March 31, 1996" in its place.
(e) Section 2.6(b)(i) of the Credit Agreement is amended by deleting
"October 3, 1995" and inserting "the date of demand by the Bank" in its place.
(f) Exhibit E attached hereto shall be deemed to be an exhibit to the
Credit Agreement.
3. Conditions for Effectiveness. This First Amendment shall be
effective upon its execution and delivery by the Company and the Bank and the
receipt by the Bank of (a) the Supplemental Revolving Note, duly executed by
the Company and (b) such other documents as the Bank may reasonably request
relating to this First Amendment.
4. Representations and Warranties. The Company represents and warrants
to the Bank that:
(a) The execution and delivery of this First Amendment are within the
Company's corporate power and corporate authority, have been duly authorized
by all necessary corporate action on the part of the Company, are not in
violation of any existing law, rule or regulation of any governmental agency
or authority, any order or decision of any court, the Certificate of
Incorporation or By-Laws of the Company or the terms of any agreement,
restriction or undertaking to which the Company is a party or which it is
bound, and do not require the approval or consent of the shareholders of the
Company, any governmental body, agency or authority or any other person or
entity.
(b) The representations and warranties set forth in section 3 of the
Credit Agreement are true and correct in all material respects as of the date
of this First Amendment and no Default or Event of Default has occurred and is
continuing.
5. Costs and Expenses. The Company agrees to pay all costs and expenses
(including reasonable attorneys' fees) paid or incurred by the Bank in
connection with the execution and delivery of this First Amendment and the
consummation of the transactions contemplated hereby.
6. Full Force and Effect. The Company and the Bank confirm that the
Credit Agreement, as amended hereby, remains in full force and effect.
BANK ONE, MILWAUKEE,
NATIONAL ASSOCIATION
BY /s/Xxxxxxx X. Xxxx
Its Vice President
BUCYRUS-ERIE COMPANY
BY /s/N. J. Xxxxxxxx
Its V P
EXHIBIT E
SUPPLEMENTAL REVOLVING NOTE
$200,000 Milwaukee, Wisconsin
June __, 1995
FOR VALUE RECEIVED, the undersigned BUCYRUS-ERIE COMPANY, a Delaware
corporation promises to pay to the order of BANK ONE, MILWAUKEE, NATIONAL
ASSOCIATION (the "Bank") the principal sum of $200,000, or such lesser amount
as is shown to be outstanding according to the records of the Bank ON DEMAND.
The undersigned further agrees to pay interest on the principal balance
outstanding from time to time at such rates and payable at such times as set
forth in the Credit Agreement referred to below.
Payments of both principal and interest are to be made in immediately
available funds in lawful currency of the United States of America at the
office of the Bank, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx, or such
other place as the holder hereof shall designate to the undersigned in
writing.
This Note is the Supplemental Revolving Note issued pursuant to a
Credit Agreement dated as of December 14, 1994, as amended, between the
undersigned and the Bank.
The undersigned agrees to pay all costs of collection, including
reasonable attorneys' fees.
BUCYRUS-ERIE COMPANY
BY ________________________________
Its ____________________________
