EXHIBIT 10.17(b)
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 1998
AMENDMENT NO. 1 TO THE STOCKHOLDERS AGREEMENT
This AMENDMENT NO. 1 TO THE STOCKHOLDERS AGREEMENT, dated as of
September 1, 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
executed 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, the "Stockholders").
WHEREAS, the parties hereto have agreed to amend the Stockholders
Agreement to revise the date through which the Fair Market Value of the Common
Stock shall be no less than $100.00 per share.
ACCORDINGLY, the parties hereto agree to amend the Stockholders
Agreement, effective as of the date first appearing above, as follows:
1. The proviso set forth in definition of "Fair Market Value"
appearing in SECTION 1. DEFINITIONS, shall be deleted in its entirety and
replaced with the following phrase: "provided, however, that prior to
March 31, 1999, the Fair Market Value shall not be less than $100.00 per share
of Common Stock."
IN WITNESS WHEREOF, the undersigned have executed this counterpart
to this Amendment No. 1 to the Stockholders Agreement dated as of September 1,
1998 among Bucyrus International, Inc. and the other parties thereto.
Management Stockholders:
\s\X. X. Xxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxx*
ADDRESS:
0000 Xxxxxxxxx Xxxxx
Xxxx Xxxxxx, XX 00000
\s\Xxxxxx X. Smoke
Xxxxxx X. Smoke*
ADDRESS:
000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
\s\Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
ADDRESS:
00000 Xxxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
\s\Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
ADDRESS:
0000 X. Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
____________________
* With a copy to: Bulter, Rubin, Salarelli & Xxxx,
1800 Three First National Plaza, 00 Xxxx Xxxxxxx
Xxxxxx, Xxxxxxx, XX 00000, Attn: Xxxxx X. Xxxx
\s\Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
ADDRESS:
0000 X. Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
\s\X. X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
ADDRESS:
00000 X. Xxxxxxxxx Xxxx
Xxx Xxxxxx, XX 00000
\s\Xxxx Xxxxxx
Xxxx Xxxxxx
ADDRESS:
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
\s\X. Xxxxx
Xxxxx Xxxxx
ADDRESS:
X0000 Xxx Xxxxx Xxxxx
Xxxx Xxxxxx, XX 00000
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
the Stockholders Agreement as of the date first above written.
BUCYRUS INTERNATIONAL, INC.
By: \s\X. X. Xxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxx
AMERICAN INDUSTRIAL PARTNERS
ACQUISITION COMPANY, LLC
By: AMERICAN INDUSTRIAL PARTNERS
CAPITAL FUND II, L.P., its
Managing Member
By: AMERICAN INDUSTRIAL PARTNERS
II, L.P., its General Part-
ner
By: AMERICAN INDUSTRIAL PARTNERS
CORPORATION, its General
Partner
By: \s\W. Xxxxxxx Xxxxxxx
W. Xxxxxxx Xxxxxxx,
President
