0001047469-04-010097 Sample Contracts

AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 30th, 2004 • Bucyrus International Inc • Mining machinery & equip (no oil & gas field mach & equip) • New York

THIS AMENDMENT NO. 4 (this "Amendment") is entered into as of March 8, 2004, by and among BUCYRUS INTERNATIONAL, INC., a corporation organized under the laws of the State of Delaware ("Bucyrus"), MINSERCO, INC., a corporation organized under the laws of the State of Delaware ("Minserco") and BOONVILLE MINING SERVICES, INC., a corporation organized under the laws of the State of Delaware ("Boonville"), (Bucyrus, Minserco and Boonville, each a "Borrower" and collectively, the "Borrowers"), BUCYRUS CANADA LIMITED, a corporation organized under the laws of the Province of Ontario ("Bucyrus Canada"), BUCYRUS HOLDINGS, LLC, a limited liability company organized under the laws of the State of Delaware ("Holdings"), (Holdings and, Bucyrus Canada, each a "Guarantor" and collectively, the "Guarantors"), the financial institutions which are now or which hereafter become a party hereto (each a "Lender" and collectively, the "Lenders"), GMAC COMMERCIAL FINANCE, LLC, a limited liability company orga

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STOCKHOLDERS AGREEMENT
Stockholders Agreement • March 30th, 2004 • Bucyrus International Inc • Mining machinery & equip (no oil & gas field mach & equip) • New York

This STOCKHOLDERS AGREEMENT (this "Agreement") is dated as of March 17, 1998 among BUCYRUS INTERNATIONAL, INC., a Delaware corporation (the "Company"), AMERICAN INDUSTRIAL PARTNERS ACQUISITION COMPANY, LLC, a Delaware limited liability company ("AIP"), and each individual who hereafter executes a counterpart of this Agreement (or otherwise agrees to be bound by the provisions hereof) and who is listed on the Schedule of Stockholders attached hereto as a Management Stockholder (the "Management Stockholders" and, together with AIP and the Permitted Transferees (as hereinafter defined), the "Stockholders").

AGREEMENT
Consulting Agreement • March 30th, 2004 • Bucyrus International Inc • Mining machinery & equip (no oil & gas field mach & equip) • Wisconsin

This Agreement shall be effective January 1, 2003 between Wayne T. Ewing (hereinafter "Ewing") and Bucyrus International, Inc. (hereinafter "Bucyrus"). This Agreement shall replace all prior Consulting Agreements between Ewing and Bucyrus.

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