EXHIBIT 10.1(f)
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2000
SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as
of September 8, 2000, amends and supplements the Credit
Agreement dated as of September 24, 1997, as amended by the
First Amendment to Credit Agreement dated as of July 21, 1998,
the Second Amendment to Credit Agreement dated as of
September 30, 1998, the Third Amendment to Credit Agreement
dated as of Apri1 20, 1999, the Fourth Amendment to Credit
Agreement dated as of September 30, 1999 and the Fifth
Amendment to Credit Agreement dated as of March 14, 2000 (as
so amended, the "Credit Agreement"), among BUCYRUS
INTERNATIONAL, INC., a Delaware corporation (the "Company"),
the financial institutions party thereto (the "Banks"), THE
BANK OF NOVA SCOTIA, as documentation agent, and BANK ONE,
WISCONSIN, as agent for the Banks and as letter of credit
issuing bank.
RECITALS
The Company, the Banks, the Documentation Agent and
the Agent desire to amend the Credit Agreement as set forth
below.
AGREEMENTS
In consideration of the promises and agreements set
forth in the Credit Agreement, as amended hereby, the parties
agree as follows:
1. Definitions and References. Capitalized
terms not defined herein have the meanings ascribed to them in
the Credit Agreement. Upon the execution and delivery of this
Sixth Amendment by all of the parties hereto and the
satisfaction of the conditions set forth in section 3 below,
all references to the Credit Agreement set forth in the Loan
Documents shall mean the Credit Agreement as amended by this
Sixth Amendment to Credit Agreement.
2. Amendments.
(a) The defined term "EBITDA" in Section 1.01
of the Credit Agreement is amended by inserting the following
clause at the end of such defined term:
, (viii) in determining interest expense, the interest
accrued on the AIP Senior Notes and not paid in cash shall be
disregarded and (ix) cash contributed by AIP or any Affiliate
of AIP to the Company shall be included as Net Earnings during
the applicable period, up to a maximum aggregate amount of
$10,OOO,OOO, during the period through the Revolving
Termination Date
(b) Clause (b)(i) of the defined term "Fixed
Charge Coverage Ratio" in Section 1.01 of the Credit Agreement
is amended to read as follows:
(i) interest expense (disregarding interest accrued on
the AIP Senior Notes and not paid in cash) net of
interest income,
(c) Clause (a) of the defined term "Funded
Debt" in Section 1.01 of the Credit Agreement is amended to
read as follows:
(a) Indebtedness (other than that described in clause (h)
of the definition of Indebtedness and, in the case of the
Company, other than (i) that described in the second
paragraph of the definition of Indebtedness except to the
extent a demand for payment of any such Indebtedness has
been made of the Company and (ii) the AIP Senior Notes to
the extent interest accrued thereon has not been paid in
cash after July 1, 2000),
(d) Clause (b) of the defined term "Interest
Coverage Ratio" in Section 1.01 of the Credit Agreement is
amended to read as follows:
(b) interest expense (disregarding interest accrued on
the AIP Senior Notes and not paid in cash) net of
interest income;
(e) The defined term "1997 Senior Note
Interest Reserve" in Section 1.01 of the Credit Agreement is
amended to read as follows:
"1997 Senior Note Interest Reserve" means, initially
an amount equal to 49.6% of the semiannual interest
payment due on the 1997 Senior Notes and, if the Company
receives Revolving Loans to make an interest payment on
the Senior Notes under subsection 2.03(e), the 1997
Senior Note Interest Reserve shall reduce to $0 on the
applicable Borrowing Date and shall increase on the last
Business Day of the month of such Borrowing Date, and on
the last Business Days of the four succeeding months, by
an amount equal to 1/10th of the next semiannual interest
payment due on the 1997 Senior Notes.
(f) Clause (d) is added to the proviso to the
defined term "Net Worth" in Section 1.01 of the Credit
Agreement to read as follows:
(d) the total amount of the aggregate principal along
with accrued and unpaid interest of the AIP Senior Notes
shall be deducted from the total liabilities of the
Company during the period that the accrued interest on
the AIP Senior Notes is not being paid in cash
(g) The following defined term is inserted, in
appropriate alphabetical order, into Section 1.01 of the
Credit Agreement:
"AIP Senior Notes" means the 1997 Senior Notes owned
by Bucyrus Holdings, LLC or by any other Affiliate of
AIP.
(h) Subsections (a), (b) and (c) of Section
8.16 of the Credit Agreement are amended to read as follows:
8.16 Financial Covenants.
(a) Adjusted Funded Debt to EBITDA Ratio. The
Company shall not permit the Adjusted Funded Debt to
EBITDA Ratio, as of the end of any fiscal quarter, to
exceed the applicable ratio set forth in the following
table:
Fiscal Quarters
Ending Ratio
September 30, 2000 6.70:1.0
December 31, 2000 6.40:1.0
March 31, 2001 6.10:1.0
June 30, 2001 6.00:1.0
September 30, 2001 5.60:1.0
December 31, 2001 5.40:1.0
(b) Fixed Charge Coverage Ratio. The Company
shall not permit the Fixed Charge Coverage Ratio, as of
the end of any fiscal quarter, to be less than the
applicable ratio set forth in the following table:
Fiscal Quarters
Ending Ratio
September 30, 2000 1.35:1.0
December 31, 2000 1.35:1.0
March 31, 2001 1.60:1.0
June 30, 2001 1.60:1.0
September 30, 2001 1.65:1.0
December 31, 2001 1.70:1.0
(c) Interest Coverage Ratio. The Company shall
not permit the Interest Coverage Ratio, as of the end of
any fiscal quarter, to be less than the applicable ratio
set forth in the following table:
Fiscal Quarters
Ending Ratio
September 30, 2000 1.50:1.0
December 31, 2000 1.60:1.0
March 31, 2001 1.70:1.0
June 30, 2001 1.70:1.0
September 30, 2001 1.75:1.0
December 31, 2001 1.80:1.0
(i) Subsection 8.17(b) of the Credit Agreement
is amended to read as follows:
(b) $7,500,000 during the fiscal year ending December 31,
2001, plus, in each period, Capital Expenditures funded
with the Net Proceeds of asset sales.
(j) Subsection 9.01(m) of the Credit Agreement
is created to read as follows:
(m) AIP Senior Notes. The aggregate principal
amount of the AIP Senior Notes does not exceed 50% of the
aggregate principal amount of the 1997 Senior Notes.
3. Conditions to Effectiveness of Sixth Amendment.
This Sixth Amendment shall become effective upon its execution
and delivery by the Company, the Agent and all the Banks and
receipt by the Agent of the following:
(a) An agreement between Bucyrus Holdings, LLC
and the Agent, in form and content satisfactory to the Agent,
pursuant to which Bucyrus Holdings, LLC agrees (i) to maintain
the ownership of the AIP Senior Notes until the later to occur
of [A] the date on which all of the Obligations are paid in
full, the Commitments have expired and all Letters of Credit
have terminated or expired or [B] February 1, 2002 and (ii) to
take such action as may be necessary so that interest will
accrue but not be paid in cash during the period starting July
1, 2000 and ending on the later to occur of [X]] the date on
which all of the Obligations are paid in full, the Commitments
have expired and all Letters of Credit have terminated or
expired or [Y] February 1, 2002;
(b) a copy, certified by the Secretary or an
Assistant Secretary of the Company, of resolutions adopted by
the Board of Directors of the Company authorizing the
execution and delivery of this Sixth Amendment, an incumbency
certificate containing the true signatures of the officers of
the Company authorized by such resolutions to execute this
Sixth Amendment on behalf of the Company and such other
documents and instruments as the Banks shall reasonable
request relating to the transactions contemplated by this
Sixth Amendment; and
(c) a copy, certified by the Secretary or an
Assistant Secretary of Bucyrus Holdings, LLC, of resolutions
adopted by the Board of Directors of Bucyrus Holdings, LLC
authorizing the execution and delivery of the agreement
referred to in clause (a) above and an incumbency certificate
containing the true signatures of the officers of Bucyrus
Holdings, LLC authorized by such resolutions to execute such
agreement on behalf of Bucyrus Holdings, LLC.
4. Limited Waiver. The Banks agree to waive any
Default or Event of Default under Subsections 7.07(c) and
9.01(e) which might otherwise arise as a result of the Company
not paying interest when due on the AIP Senior Notes.
5. Representations and Warranties. The Company
represents and warrants to the Agent and each Bank that:
(a) The representations and warranties
respecting the Company and its properties set forth in the
Loan Documents to which the Company is a party are true and
correct in all material respects after giving effect to this
Sixth Amendment; and
(b) No Default or Event of Default exists as
of the date of this Sixth Amendment.
6. Miscellaneous.
(a) The Company agrees to pay all costs and
expenses (including reasonable attorneys' fees) paid or
incurred by the Agent in connection with this Sixth Amendment.
(b) This Sixth Amendment shall be governed by,
and construed in accordance with, the laws of the State of
Wisconsin.
(c) This Sixth Amendment may be executed in
any number of separate counterparts, each of which, when so
executed, shall be deemed an original, and all of said
counterparts taken together shall be deemed to constitute but
one and the same instrument.
6. Full Force and Effect. The Credit Agreement, as
amended hereby, remains in full force and effect.
BUCYRUS INTERNATIONAL, INC.
BY /s/J. F. Bosbous
Title: Treasurer
BANK ONE, WISCONSIN, as Agent,
Issuing Bank and a Bank
BY /s/Mark P. Bruss
Title: First Vice President
THE BANK OF NOVA SCOTIA, as
Documentation Agent and a Bank
BY /s/F. C. H. Ashby
Title: F. C. H. Ashby
Senior Manager Loan
Operations
FIRSTAR BANK, N.A.
BY
Title:
FLEET CAPITAL CORPORATION
BY /s/Brian Conole
Title: Senior Vice-President
LASALLE BANK NATIONAL
ASSOCIATION
BY /s/James A. Meyer
Title: First Vice President
BANK OF SCOTLAND
BY /s/Joseph Fratus
Title: Joseph Fratus
Vice President
CONSENT AND REAFFIRMATION OF GUARANTORS
Each of the undersigned (a) consents to the
execution and delivery of the Sixth Amendment to Credit
Agreement by the Company, (b) reaffirms all of its obligations
under the Subsidiary Guaranty dated as of September 24, 1997
(the "Subsidiary Guaranty") from the undersigned to and for
the benefit of the "Benefited Parties" (as defined therein)
and (c) agrees that the Subsidiary Guaranty remains in full
force and effect.
Dated as of September 8, 2000.
MINSERCO, INC.
BY
Its
BOONVILLE MINING SERVICES, INC.
BY
Its