EXHIBIT 10.1(c)
FORM 10-Q
QUARTER ENDED JUNE 30, 1999
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of
April 20, 1999, 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 and the Second Amendment to Credit
Agreement dated as of September 30, 1998 (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 Third Amendment by
all of the parties hereto and fulfillment of the conditions specified in
section 3, all references to the Credit Agreement set forth in the Loan
Documents shall mean the Credit Agreement as amended by this Third
Amendment to Credit Agreement.
2. Amendments.
(a) The following defined terms are inserted, in
appropriate alphabetical order, into section 1 of the Credit Agreement:
"BCA" means Bucyrus Canada Acquisition, Ltd., a
corporation organized under the laws of the Province of Alberta
and Wholly-Owned Subsidiary of Bucyrus Canada.
"Bucyrus Canada" means Bucyrus Canada Limited, a
corporation organized under the laws of the Province of Ontario
and a Wholly-Owned Subsidiary of the Company.
"Canadian Acquisition" means the purchase by BCA
of certain assets of Bennett & Emmott (1986) Ltd. pursuant to the
terms of the Asset Purchase Agreement dated as of March 31, 1999
between BCA and Bennett & Emmott (1986) Ltd. and the purchase of
certain real estate pursuant to the Real Estate Sale Agreement
dated as of March 31, 1999 between BCA and Winfield Power Company
Limited (collectively, the "Canadian Purchase Agreement").
(b) The defined term "Revolving Termination Date" in
Section 1 of the Credit Agreement is amended by deleting the date
"September 24, 2000" in clause (a) and replacing it with the date
"May 31, 2002".
(c) Section 8.03 of the Credit Agreement is amended
by deleting the word "and" at the end of subsection (b) and inserting
the following immediately before the period at the end of subsection
(c):
and
(d) BCA may merge into Bucyrus Canada (with
Bucyrus Canada being the surviving corporation) immediately
following the consummation of the Canadian Acquisition
(d) Section 8.04 of the Credit Agreement is amended
by deleting the word "and" at the end of subsection (g) and inserting
the following immediately before the period at the end of subsection
(h):
and
(i) the Canadian Acquisition pursuant to the
Canadian Purchase Agreement
(e) Section 8.08 of the Credit Agreement is amended
by deleting the word "and" at the end of subsection (d) and inserting
the following immediately before the period at the end of subsection
(e):
and
(f) Guaranty Obligations incurred by the
Company with respect to the Indebtedness of Bucyrus Canada,
provided that the aggregate amount of such Guaranty Obligations
shall not exceed $1,500,000 at any time
(g) Subsections 8.16(a), (b) and (c) of the Credit
Agreement are amended to read as follows:
(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 During Ratio
1998 6.3:1.0
1999 6.0:1.0
2000 5.7:1.0
2001 5.4:1.0
2002 and thereafter 5.1:1.0
(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 During Ratio
1998 1.4:1.0
1999 1.5:1.0
2000 1.6:1.0
2001 1.7:1.0
2002 and thereafter 1.8:1.0
(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 During Ratio
1998 1.6:1.0
1999 1.7:1.0
2000 1.8:1.0
2001 1.9:1.0
2002 and thereafter 2.0:1.0
3. Conditions to Effectiveness. This Third Amendment
shall be effective upon its execution and delivery by each of the
parties hereto and receipt by the Agent of:
(a) a copy for each Bank, certified to be true and
complete by the Secretary of the Company, of the Canadian Purchase
Agreement (including all exhibits and schedules thereto) and other
operative documents relating to the Canadian Acquisition; and
(b) a fee of $75,000.
4. Allocation of Fee. The Agent shall forward to each
Bank its Pro Rata Share of the fee referred to in section 3(b).
5. Representations and Warranties. The Company
represents and warrants to the Agent and each Bank that:
(a) The representations and warranties set forth in
Sections 6.02, 6.03 and 6.04 of the Credit Agreement are true and
correct in all material respects after giving effect to this Third
Amendment; and
(b) No Default or Event of Default exists as of the
date of this Third Amendment.
6. Costs and Expenses. The Company agrees to pay all
costs and expenses (including reasonable attorneys' fees) paid or
incurred by the Agent in connection with this Third Amendment.
7. Full Force and Effect. The Credit Agreement, as
amended hereby, remains in full force and effect.
BUCYRUS INTERNATIONAL, INC.
BY /s/ John F. Bosbous
Title: Treasurer
BANK ONE, WISCONSIN, as Agent,
Issuing Bank and a Bank
BY /s/ Mark P. Bruss
Title: Vice President
THE BANK OF NOVA SCOTIA, as
Documentation Agent and a Bank
BY /s/ M.D. Smith
Title: Agent Operations
FIRSTAR BANK MILWAUKEE, N.A.
BY /s/ Jeff Janza
Title: Vice President
FLEET CAPITAL CORPORATION
BY /s/ Audrey A. Pengelly
Title: Senior Vice President
LASALLE NATIONAL BANK
BY /s/ James A. Meyer
Title: First Vice President
BANK OF SCOTLAND
BY /s/ Annie Chin Tat
Title: Senior Vice President