EXHIBIT 10.1(b)
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 1995
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of August 31, 1995,
amends and supplements the Credit Agreement dated as of December 14, 1994 (the
"Credit Agreement") between Bucyrus-Erie Company (the "Company") and Bank One,
Milwaukee, National Association (the "Bank"), as amended on June 22, 1995.
RECITAL
The Company and the Bank desire to amend and supplement the Credit
Agreement as provided below.
AGREEMENTS
In consideration of the promises and agreements set forth in the Credit
Agreement, as amended hereby, the Company and the Bank agree as follows:
1. Definitions and References. Capitalized terms not defined herein
have the meanings assigned in the Credit Agreement. Upon the fulfillment of
the conditions set forth in section 3 below, all references to the Credit
Agreement contained in the Loan Documents shall mean the Credit Agreement as
amended by this First Amendment to Credit Agreement.
2. Amendments.
(a) The definition of Revolving Note contained in section 1 of the
Credit Agreement is amended to read as follows:
"Revolving Note" means (a) the promissory note issued by the
Company and payable to the order of the Bank evidencing loans under
section 2.1(a)(i) in the form of Exhibit A attached hereto and (b) the
Supplemental Revolving Note.
(b) The definition of Supplemental Revolving Note contained in
section 1 of the Credit Agreement is amended to read as follows:
"Supplemental Revolving Note" means the promissory note issued
by the Company and payable to the order of the Bank evidencing loans
under section 2.1(a)(ii) in the form of Exhibit F attached hereto.
(c) Section 2.1(a) of the Credit Agreement is amended by deleting
section 2.1(a)(ii) and inserting the following in its place:
(ii) The Bank will lend to the Company, subject to the terms
and conditions hereof, up to the maximum amount of $300,000 at any time
outstanding during the period from August 31, 1995 through the Revolving
Note Maturity Date. Loans may be made, repaid and made again. All loans
under this subsection shall be evidenced by the Supplemental Revolving
Note. Although the Supplemental Revolving Note shall be expressed to be
payable in the amount of $300,000, the Company shall be obligated to pay
only the amount actually disbursed to or for the account of the Company,
together with interest on the unpaid balance of the amounts to disbursed,
which remain outstanding from time to time as shown on the records of the
Bank.
The amount of loans which the Company is entitled to
receive under section 2.1(a)(i) shall be reduced by the unpaid principal
balance of loans outstanding under this section 2.1(a)(ii) and, for the
purposes of the limitations on the maximum amounts of loans made by the
Bank to the Company under sections 2.1(b) and 2.2, loans under sections
2.1(a)(i) and 2.1(a)(ii) shall be combined.
Notwithstanding any provision of this Agreement to the
contrary, the outstanding principal balance of loans under section
2.1(a)(ii) shall bear interest at the rate which is equal to the
Reference Rate plus 2 percentage points and such rate shall change on
each day on which the Reference Rate changes. The unpaid principal
balance of such loans, and all accrued interest, shall be due and payable
ON DEMAND. In the absence of demand by the Bank, accrued interest shall
be due and payable on the first Business Day of each month.
(d) Exhibit F attached hereto shall be deemed to be an exhibit to
the Credit Agreement.
3. Conditions for Effectiveness. This Second Amendment shall be
effective upon its execution and delivery by the Company and the Bank and the
receipt by the Bank of (a) the Supplemental Revolving Note, duly executed by
the Company and (b) such other documents as the Bank may reasonably request
relating to this Second Amendment.
4. Representations and Warranties. The company represents and warrants
to the Bank that:
(a) The execution and delivery of this Second Amendment are within
the Company's corporate power and corporate authority, have been duly
authorized by all necessary corporate action on the part of the Company, are
not in violation of any existing law, rule or regulation of any governmental
agency or authority, any order or decision of any court, the Certificate of
Incorporation or By-Laws of the Company or the terms of any agreement,
restriction or undertaking to which the Company is a party or which it is
bound, and do not require the approval or consent of the shareholders of the
Company, any governmental body, agency or authority or any other person or
entity.
(b) The representation and warranties set forth in section 3 of the
Credit Agreement are true and correct in all material respects as of the date
of this Second Amendment and no Default or Event of Default has occurred and
is continuing.
5. Costs and Expenses. The Company agrees to pay all costs and expenses
(including reasonable attorneys' fees) paid or incurred by the Bank in
connection with the execution and delivery of this Second Amendment and the
consummation of the transactions contemplated hereby.
6. Full Force and Effect. The Company and the Bank confirm that the
Credit Agreement, as amended hereby, remains in full force and effect.
BANK ONE, MILWAUKEE,
NATIONAL ASSOCIATION
BY /s/Xxxxxxx X. Xxxx
Its Vice President
BUCYRUS-ERIE COMPANY
BY /s/Xxxxx X. Xxxxxx
Its Interim CFO
EXHIBIT F
SUPPLEMENTAL REVOLVING NOTE
$300,000.00 Milwaukee, Wisconsin
August 31, 1995
FOR VALUE RECEIVED, the undersigned BUCYRUS-ERIE COMPANY, a Delaware
corporation promised to pay to the order of BANK ONE, MILWAUKEE, NATIONAL
ASSOCIATION (the "Bank") the principal sum of $300,000.00, or such lesser
amount as is shown to be outstanding according to the records of the Bank ON
DEMAND. The undersigned further agrees to pay interest on the principal
balance outstanding from time to time at such rates and payable at such times
as set forth in the Credit Agreement referred to below.
Payments of both principal and interest are to be made in immediately
available funds in lawful currency of the United States of America at the
office of the Bank, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx, or such
other place as the holder hereof shall designate to the undersigned in
writing.
This Note is the Supplemental Revolving Note issued pursuant to a Credit
Agreement dated as of December 14, 1994, as amended, between the undersigned
and the Bank.
The undersigned agrees to pay all costs of collection, including
reasonable attorneys' fees.
BUCYRUS-ERIE COMPANY
By _______________________________
Its ___________________________
This note replaces and increases by $100,000.00 that certain note dated
June 22, 1995.