EXHIBIT 10.11
1996 FORM 10-K
TENTH AMENDMENT TO CREDIT AGREEMENT
THIS TENTH AMENDMENT TO CREDIT AGREEMENT, dated as of May 20, 1996,
amends and supplements the Credit Agreement dated as of December 14, 1994, as
amended (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 Tenth Amendment to Credit Agreement.
2. Amendment to Credit Agreement. Section 2.16(b)(v) of the Credit
Agreement is created to read as follows:
(v) Project Financing Loan No. 5. The Bank agrees to make
advances, subject to the terms and conditions set forth in this Agreement,
to the Company to finance the construction of three Model 49R111 Drills
and related equipment and accessories ("Project No. 5") to be sold by the
Company to Iscor Limited pursuant to Contract No. 3219/71 (the "Iscor
Contract") dated March 6, 1996 as follows:
(a) Maximum Loan Amount: $4,500,000.
(b) Limitations on Advances: The total unpaid
principal amount of Project Financing Loan No. 5 shall not at any time
exceed the lesser of the Maximum Loan Amount or the sum of (i) 75% of the
cost (determined in accordance with GAAP in a manner consistent with the
Company's historical accounting practices) of the work-in-process and
finished goods inventory comprising Project No. 5 plus (ii) 80% of the
"Eligible Iscor Receivables".
"Eligible Iscor Receivables" means the aggregate
amount (after deducting all down payments and retainage amounts) owed by
Iscor Limited to the Company which arose out of the sale of goods
comprising Project No. 5 and which have been shipped by the Company in
accordance with the applicable provisions of the Iscor Contract on sale
terms of open account not to exceed 180 days from invoice date shipment.
(c) Maturity Date: The aggregate principal amount of
Project Loan No. 5 and all accrued interest shall be due upon the first to
occur of (a) the receipt by the Company of the final payment (excluding
retention amounts) for the third drill or (b) October 31, 1996.
(d) Interest Rate: Reference Rate or the Adjusted
Libor Rate with the Applicable Libor Margin being 1.25%; only one month
Interest Periods may be selected for Libor Rate Loans comprising Project
Loan No. 5.
(e) Interest Payment Dates: Last Business Day of each
month and the Maturity Date.
(f) Project Financing Reserve: 0% of the Maximum Loan
Amount.
(g) Facility Fee: $38,750 (which includes $33,750 to
be paid by the Bank to the Export-Import Bank of the United States ("Ex-Im
Bank")).
(h) Reporting: The Company shall submit to the Bank
a written progress report on the status of work completed on the Iscor
Contract on a monthly basis until the completion of the Iscor Contract.
3. Conditions for Effectiveness. This Tenth Amendment shall be
effective upon its execution and delivery by the Company and the Bank and the
receipt by the Bank of:
(a) Project Financing Note No. 5, duly executed by the Company;
(b) The satisfaction of all conditions in the Loan Authorization
Agreement between the Bank and the Ex-Im Bank relating to Project Loan No. 5;
(c) the $38,750 facility fee, and
(d) such other documents as the Bank may reasonably request
relating to this Tenth Amendment.
4. Representations and Warranties. The Company represents and warrants
to the Bank that:
(a) The execution and delivery of this Tenth Amendment and Project
Financing Note No. 5 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 Tenth 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 Tenth 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/Xxxxx X. Xxxxxx
Its Interim CFO
