EXHIBIT 10.1(i)
FORM 10-K
YEAR ENDED DECEMBER 31, 2001
NINTH AMENDMENT TO CREDIT AGREEMENT
THIS NINTH AMENDMENT TO CREDIT AGREEMENT, dated as of
January 31, 2002, amends and supplements the Credit Agreement dated as of
September 24, 1997, as amended by the First Amendment to Credit Agreement
dated as of July 21, 1998, the Second Amendment to Credit Agreement dated
as of September 30, 1998, the Third Amendment to Credit Agreement dated
as of April 20, 1999, the Fourth Amendment to Credit Agreement dated as
of September 30, 1999, the Fifth Amendment to Credit Agreement dated as
of March 14, 2000, the Sixth Amendment to Credit Agreement dated as of
September 8, 2000, the Seventh Amendment to Credit Agreement dated as of
March 20, 2001 and the Eighth Amendment to Credit Agreement dated as of
January 4, 2002 (as so amended, the "Credit Agreement"), among BUCYRUS
INTERNATIONAL, INC., a Delaware corporation (the "Company"), the
financial institutions party thereto (the "Banks"), THE BANK OF NOVA
SCOTIA, as documentation agent, and BANK ONE, WISCONSIN, as agent for the
Banks and as letter of credit issuing bank.
RECITAL
The Company, the Banks, the Documentation Agent and the Agent
desire to amend the Credit Agreement as set forth below.
AGREEMENTS
In consideration of the promises and agreements set forth in
the Credit Agreement, as amended hereby, the parties agree as follows:
1. Definitions and References. Capitalized terms
not defined herein have the meanings ascribed to them in the Credit
Agreement. Upon the execution and delivery of this Ninth Amendment by
all of the parties hereto and the satisfaction of the conditions set
forth in section 3 below, all references to the Credit Agreement set
forth in the Loan Documents shall mean the Credit Agreement as amended by
this Ninth Amendment to Credit Agreement.
2. Amendments to Credit Agreement.
(a) Clause (a) of the defined term "Revolving
Termination Date" in Section 1.01 of the Credit Agreement is amended by
deleting the date "February 1, 2002" and inserting in its place the date
"March 13, 2002".
(b) The parenthetical at the end of clause (c)
of Section 8.06 of the Credit Agreement is amended to read as follows:
(provided, however, that the Company may not pay such management
fees to AIP or any Affiliate of AIP until the date the Loans and
all other Obligations are paid in full and the Commitments of the
Banks have expired)
3. Condition to Effectiveness of Ninth Amendment. This
Ninth Amendment shall become effective upon its execution and delivery by
the Company, the Agent and all the Banks and receipt by the Agent of
(i) a copy, certified by the Secretary or an Assistant Secretary of the
Company, of resolutions adopted by the Board of Directors of the Company
authorizing the execution and delivery of this Ninth Amendment, (ii) an
incumbency certificate containing the true signatures of the officers of
the Company authorized by such resolutions to execute this Ninth
Amendment on behalf of the Company, (iii) such other documents and
instruments as the Banks shall reasonable request relating to the
transactions contemplated by this Ninth Amendment and (iv) a fee of
$50,000 which the Agent shall allocate among the Banks in accordance with
each Bank's Pro Rata Share.
4. Representations and Warranties. The Company represents
and warrants to the Agent and each Bank that:
(a) The representations and warranties respecting the
Company and its properties set forth in the Loan Documents to which the
Company is a party are true and correct in all material respects after
giving effect to this Ninth Amendment; and
(b) No Default or Event of Default exists as of the
date of this Ninth Amendment.
5. Miscellaneous.
(a) The Company agrees to pay all costs and expenses
(including reasonable attorneys' fees) paid or incurred by the Agent in
connection with this Ninth Amendment.
(b) This Ninth Amendment shall be governed by, and
construed in accordance with, the laws of the State of Wisconsin.
(c) This Ninth Amendment may be executed in any
number of separate counterparts, each of which, when so executed, shall
be deemed an original, and all of said counterparts taken together shall
be deemed to constitute but one and the same instrument.
7. Full Force and Effect. The Credit Agreement, as
amended hereby, remains in full force and effect.
BUCYRUS INTERNATIONAL, INC.
BY /s/X. X. Xxxxxxx
Title: Treasurer
BANK ONE, WISCONSIN, as Agent,
Issuing Bank and a Bank
BY /s/Xxxx X. Xxxxx
Title: First Vice President
THE BANK OF NOVA SCOTIA, as
Documentation Agent and a Bank
BY /s/X. X. Xxxxx
Title: Agent Operations
MARINE BANK
BY /s/Xxxxxxx X. Xxxx
Title: Senior VP
FLEET CAPITAL CORPORATION
BY /s/Xxxxx Xxxxxx
Title: Senior Vice-President
LASALLE BANK NATIONAL
ASSOCIATION
BY /s/Xxxxx X. Xxxxx
Title: Senior Vice President
BANK OF SCOTLAND
BY /s/Xxxxxx Xxxxxx
Title: Vice President
CONSENT AND REAFFIRMATION OF GUARANTORS
Each of the undersigned (a) consents to the execution and
delivery of the Ninth Amendment to Credit Agreement by the Company, (b)
reaffirms all of its obligations under the Subsidiary Guaranty dated as
of September 24, 1997 (the "Subsidiary Guaranty") from the undersigned to
and for the benefit of the "Benefited Parties" (as defined therein) and
(c) agrees that the Subsidiary Guaranty remains in full force and effect.
Dated as of January 22, 2002.
MINSERCO, INC.
BY /s/X. X. Xxxxxx
Its VP
BOONVILLE MINING SERVICES, INC.
BY /s/X. X. Xxxxxx
Its VP
