1 EXHIBIT 1 AGREEMENT AND PLAN OF MERGER BY AND AMONG AMERICAN INDUSTRIAL PARTNERS ACQUISITION COMPANY, LLC BUCYRUS ACQUISITION CORP. AND BUCYRUS INTERNATIONAL, INC. DATED AS OF AUGUST 21, 1997 2 TABLE OF CONTENTSMerger Agreement • August 26th, 1997 • Bucyrus International Inc • Mining machinery & equip (no oil & gas field mach & equip) • Delaware
1 EXHIBIT 10 SETTLEMENT AGREEMENT This agreement is made and entered into effective this 21st day of August, 1997, by and among BUCYRUS INTERNATIONAL, INC. ("BI") and JACKSON NATIONAL LIFE INSURANCE COMPANY ("JNL"). WHEREAS, BI is the successor in...Settlement Agreement • August 26th, 1997 • Bucyrus International Inc • Mining machinery & equip (no oil & gas field mach & equip)
BUCYRUS INTERNATIONAL, INC. AMERICAN INDUSTRIAL PARTNERS By: /s/ W. R. HILDEBRAND By: /s/ LAWRENCE W. WARD JR. -------------------------------------------- -------------------------------------------- Lawrence W. Ward Jr. W. R. Hildebrand Principal...Confidentiality Agreement • August 26th, 1997 • Bucyrus International Inc • Mining machinery & equip (no oil & gas field mach & equip)
1 EXHIBIT 2 GUARANTEE Guarantee, dated as of August 21, 1997, by and between Bucyrus International, Inc., a Delaware corporation (the "Company") and American Industrial Partners Capital Fund II, L.P., a Delaware limited partnership ("Guarantor")....Guarantee • August 26th, 1997 • Bucyrus International Inc • Mining machinery & equip (no oil & gas field mach & equip)
1 EXHIBIT 5.4 BRIDGE LOAN AGREEMENT BY AND AMONG PPM AMERICA SPECIAL INVESTMENTS FUND, L.P., AS AGENT AND LENDER, THE OTHER LENDERS PARTY HERETO AND BUCYRUS INTERNATIONAL, INC., AS BORROWER AND BUCYRUS (AUSTRALIA) PROPRIETARY LTD., AND BUCYRUS CANADA...Bridge Loan Agreement • August 26th, 1997 • Bucyrus International Inc • Mining machinery & equip (no oil & gas field mach & equip)
1 EXHIBIT 8 Jefferies & Company, Inc. 11100 Santa Monica Boulevard, 10th Floor Los Angeles, California 90025 Telephone (310) 575-5200 (800) 933-6656 CORPORATE FINANCE Fax (310) 575-5165 July 30, 1997 Mr. Williard R. Hildebrand, II Chief Executive...Financial Advisory Agreement • August 26th, 1997 • Bucyrus International Inc • Mining machinery & equip (no oil & gas field mach & equip)
1 EXHIBIT 3 STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT (this "Agreement"), dated as of August 21, 1997, by and among American Industrial Partners Acquisition Company, LLC, a Delaware limited liability company ("Parent"), Bucyrus Acquisition Corp., a...Stockholder Agreement • August 26th, 1997 • Bucyrus International Inc • Mining machinery & equip (no oil & gas field mach & equip) • Delaware
1 EXHIBIT 5.2 PPM WORLDWIDE June 30, 1997 PPM America, Inc. 225 West Wacker Drive Chicago, Illinois 60606 Telephone (312) 634-2500 Mr. Daniel J. Smoke Vice President and Chief Financial Officer Bucyrus International, Inc. 1100 Milwaukee Avenue South...Term Loan Commitment • August 26th, 1997 • Bucyrus International Inc • Mining machinery & equip (no oil & gas field mach & equip)
1 EXHIBIT 9 JOINT PROSECUTION AGREEMENT This Agreement is dated as of the 21st day of August, 1997 by and among BUCYRUS INTERNATIONAL, INC. ("BI"), and JACKSON NATIONAL LIFE INSURANCE COMPANY ("JNL"), both for itself and in its capacity as a...Joint Prosecution Agreement • August 26th, 1997 • Bucyrus International Inc • Mining machinery & equip (no oil & gas field mach & equip)
