0001047469-04-023683 Sample Contracts

BUCYRUS INTERNATIONAL, INC. 7,941,177 Shares Class A Common Stock (par value $0.01 per share) UNDERWRITING AGREEMENT
Underwriting Agreement • July 20th, 2004 • Bucyrus International Inc • Mining machinery & equip (no oil & gas field mach & equip) • New York

Pursuant to Section 7(d) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that:

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LOAN AND SECURITY AGREEMENT GMAC COMMERCIAL FINANCE LLC (AS A LENDER, AS AGENT, AND AS SOLE LEAD ARRANGER, BOOKRUNNER AND SYNDICATION AGENT WITH RESPECT TO THE REVOLVING FACILITY) AND GOLDMAN SACHS CREDIT PARTNERS L.P. (AS A LENDER AND AS SOLE LEAD...
Loan and Security Agreement • July 20th, 2004 • Bucyrus International Inc • Mining machinery & equip (no oil & gas field mach & equip) • New York

Loan and Security Agreement dated [July] , 2004 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" and a "Guarantor"), 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 organized under the laws of the State of Delaware ("GMAC CF"), as administrative agent and collateral agent for the Lenders (GMAC CF, in such capacities, the "Agent") and as sole lead arranger, bookrunner and syndication agen

FORM OF EMPLOYMENT LETTER] Bucyrus International, Inc. 1100 Milwaukee Avenue South Milwaukee, Wisconsin 53172-0500
Employment Agreement • July 20th, 2004 • Bucyrus International Inc • Mining machinery & equip (no oil & gas field mach & equip) • Wisconsin

This Letter Agreement will serve as an amendment and restatement of all prior agreements entered into by and between you and Bucyrus International, Inc. (the "Company"). Upon the effectiveness of this Letter Agreement, all such prior agreements will be superceded and will become null and without effect.

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