0000801898-03-000053 Sample Contracts

EMPLOYMENT AGREEMENT
Employment 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”).

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Non-Employee Director Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • December 23rd, 2003 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • Delaware

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:

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT
Credit Agreement • December 23rd, 2003 • Joy Global Inc • Mining machinery & equip (no oil & gas field mach & equip) • New York

This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT (this “Amendment and Consent”) is dated as of August 26, 2003 and entered into by and among Joy Global Inc., a Delaware corporation (“Company”), the financial institutions listed on the signature pages hereof (collectively, the “Lenders”), Deutsche Bank Trust Company Americas, as Agent (the “Agent”), Heller Financial, Inc. and Fleet Capital Corporation as Co-Syndication Agents (the “Syndication Agents”), CIT Group/Business Credit as Documentation Agent (the “Documentation Agent” and together with the Agent and the Syndication Agents, the “Agents”) and, solely for the purposes of Section 5 hereof, the guarantors listed on the signature pages hereof (“Guarantors”) and is made with reference to that certain Amended and Restated Credit Agreement dated as of June 25, 2002, by and among Company, Lenders and Agents, as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of October

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