EXHIBIT 10.2

                           FORWARD PURCHASE AGREEMENT

                             for the acquisition of

                         the Class A Share in Purchaser

                                      dated

                                December 16, 2006

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                                Table of Contents

1.    Certain Defined Terms and Abbreviations...............................   5
2.    Current Status........................................................   6
3.    Sale and Transfer.....................................................   7
4.    Purchase Price........................................................   7
5.    Forward Purchase Closing..............................................   8
6.    Guarantees of Hamburg Trust...........................................   9
7.    Remedies for Breach of Guarantees.....................................  10
8.    Bucyrus' Guarantees...................................................  11
9.    Termination...........................................................  12
10.   Confidentiality and Public Announcements..............................  12
11.   Agents; Notices.......................................................  12
12.   Costs and Expenses....................................................  13
13.   Miscellaneous.........................................................  14

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                    Index of Defined Terms and Abbreviations

Acquisition Financing ......................................................   7
Affiliates .................................................................   5
AktG .......................................................................   5
Articles of Association ....................................................   6
Assignment Condition .......................................................   8
BGB ........................................................................   6
Breach .....................................................................  10
Bucyrus ....................................................................   5
Business Days ..............................................................   6
CET ........................................................................   6
Claim Notice ...............................................................  10
Class A Share ..............................................................   6
Company ....................................................................   6
DBT ........................................................................   6
Forward Purchase ...........................................................   5
Forward Purchase Closing ...................................................   8
Forward Purchase Closing Date ..............................................   8
Forward Purchase Price .....................................................   7
GmbHG ......................................................................   6
Hamburg Trust ..............................................................   5
HGB ........................................................................   6
Legal Entity ...............................................................   6
Legal Terms ................................................................  14
Loss .......................................................................  10
Losses .....................................................................  10
Parties ....................................................................   5
Party ......................................................................   5
RCI ........................................................................   5
Regulations ................................................................  10
Signing Date ...............................................................   6
SPA ........................................................................   9
Termination Event ..........................................................  12
Third Party ................................................................   6

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               List of Annexes, Exhibits and Disclosure Schedules

Exhibit 6.4     Prof. Dr. Schulte's Confirmation ...........................  10

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                           FORWARD PURCHASE AGREEMENT

                                 By and between

1.          HMS Hamburg Trust GmbH (currently  still operating under the name of
            ,,Ad    acta"    676.     Vermogensverwaltungsgesellschaft     mbH),
            Lornsenstra(beta)e 6, 22767 Hamburg;

                                                             - "Hamburg Trust" -

                                       and

2.          Bucyrus  Holdings  GmbH,  c/o  Rechtsanwalte  Freshfields  Bruckhaus
            Deringer, Feldmuhleplatz 1, 40545 Dusseldorf;

                                                                   - "Bucyrus" -

2.          RAG Coal International Aktiengesellschaft, Rellinghauser Stra(beta)e
            1 - 11, 45128 Essen;

                                                                       - "RCI" -

                             - Hamburg Trust, Bucyrus and RCI each a "Party" and
                                                    collectively the "Parties" -

Preamble

A.          Hamburg   Trust  holds  the  Class  A  Share  (as   defined   below)
            representing  50.1% of the entire  share  capital in the Company (as
            defined  below)  the sole  business  purpose of which is to hold all
            shares in DBT GmbH, Lunen, Germany.

B.          Hamburg  Trust  intends  to sell and  transfer  the Class A Share to
            Bucyrus,  and  Bucyrus  wishes to  acquire  the  Class A Share  (the
            "Forward Purchase") upon the occurrence of certain events.

Now, therefore, the Parties agree as follows:

1.          Certain Defined Terms and Abbreviations

            In this Agreement,  except where set forth otherwise,  the following
            terms and abbreviations shall have the following meaning:

            "Affiliates":  any individual persons or Legal Entities who or which
            are  affiliated  undertakings  (verbundene  Unternehmen)  within the
            meaning of Section 15 AktG.

            "AktG": the German Stock Corporation Act (Aktiengesetz).

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            "Articles  of  Association":  the  articles  of  association  of the
            Company as amended from time to time.

            "BGB": the German Civil Code (Burgerliches Gesetzbuch).

            "Business Days":  any days other than Saturdays,  Sundays and public
            holidays, in each case in Essen/Germany,  Frankfurt am Main/Germany,
            London/UK, the United States of America and the State of Wisconsin.

            "CET": Central European Time.

            "GmbHG":  the  German  Act on Limited  Liability  Companies  (Gesetz
            betreffend Gesellschaften mit beschrankter Haftung).

            "HGB": the German Commercial Code (Handelsgesetzbuch).

            "Legal Entity": any corporation,  company, partnership,  association
            or other legal  entity or  undertaking  established  pursuant to the
            laws of any jurisdiction.

            "Signing Date":  the day on which this Agreement is notarized by the
            Parties.

            "Third  Party":  any person or Legal Entity other than a Party or an
            Affiliate of a Party, including public governmental authorities.

2.          Current Status

2.1         The  Company.  Hamburg  Trust  and  Bucyrus  established  a  limited
            liability company  (Gesellschaft mit beschrankter  Haftung) pursuant
            to   German   law,   registered   with   the   commercial   register
            (Handelsregister)  maintained  at the local court  (Amtsgericht)  of
            Dusseldorf,   Germany,   under  the  name  DBT  Holdings  GmbH  (the
            "Company") and registration number HRB 55323. The registered capital
            (Stammkapital)  of the Company amounts to EUR 50,000 (in words: Euro
            fifty thousand). Its sole purpose is to hold all shares in DBT GmbH,
            a German limited  liability  company with its registered seat (Sitz)
            at Lunen and which is registered with the commercial register at the
            municipal court (Amtsgericht) Dortmund under HRB 17120 ("DBT").

2.2         The Class A Share.  As of the Signing Date,  Hamburg Trust holds one
            share of the registered  capital of the Company with a nominal value
            of EUR [25,050]  which  represents  50.1 % of the  registered  share
            capital of the  Company.  Such  share  shall be  referred  to as the
            "Class A Share".  According  to the  Articles of  Association  and a
            certain  shareholders'  agreement  between Hamburg Trust and Bucyrus
            the Class A Share confers upon its holder certain consent rights but
            no voting  rights,  no dividend  rights,  and rights to  liquidation
            proceeds only up to a maximum amount of EUR 8,000,000. The remaining
            share capital of the Company is held by Bucyrus.

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3.          Sale and Transfer; Pledge

3.1         Sale and  Transfer  of the Class A Share.  As of the  Signing  Date,
            Hamburg Trust hereby sells  (verkauft)  the Class A Share to Bucyrus
            which accepts such sale. Hamburg Trust hereby assigns (abtreten) the
            Class A Share to Bucyrus subject (aufschiebend  bedingt) only to the
            fulfillment of all of the conditions set out in Section 5.1; Bucyrus
            hereby accepts such assignment.

3.2         Effective Date of Sale.  Beneficial title to the Class A Share shall
            pass  (wirtschaftlicher  Ubergang)  to  Bucyrus  as of  the  Forward
            Purchase Closing (as defined below).

3.3         Condition  subsequent.  The  sale  and  transfer  according  to this
            Section 3 and the  obligation to pay the Forward  Purchase Price (as
            defined below) according to Section 4 below shall no longer exist if
            and to the extent the Class A Share has been effectively redeemed by
            the  Company or the  pledges  referenced  in  Section  3.4 have been
            enforced.

3.4         Subordination of Pledge.  Upon request by a relevant  creditor,  the
            pledge  granted  by  Hamburg  Trust  to  Bucyrus  under  the  Pledge
            Agreement  entered into on the date hereof shall be  subordinated to
            any  security  interest  created  under  the  financing   agreements
            relating to the  acquisition of all shares in DBT by the Company and
            any  refinancing   agreements  relating  thereto  (the  "Acquisition
            Financing").

4.          Purchase Price

4.1         Forward  Purchase  Price.  The purchase  price for the Class A Share
            amounts  to EUR  8,000,000  (in  words:  Euro  eight  million)  (the
            "Forward Purchase Price").

4.2         Payments.

4.2.1       Payment by Bucyrus.  Within five Business Days after the  occurrence
            of the Assignment  Condition  Bucyrus shall pay the Forward Purchase
            Price to Hamburg Trust.

4.2.2       Rules of Payment;  Bank Accounts.  Any payments under this Agreement
            shall be made by wire transfer in immediately available funds, value
            as of the relevant due date set out in this Agreement prior to 11.00
            a.m.  CET or  otherwise  provided by law,  free of bank and / or any
            other charges.  Any payments  under this Agreement  shall be made to
            the bank  accounts of Hamburg  Trust and / or Bucyrus as notified by
            Hamburg Trust and / or Bucyrus before payment.

4.2.3       Interest.   Except  as  expressly  otherwise  provided  herein,  any
            payments  due under  this  Agreement  shall bear  interest  from and
            including the respective due date to, but not including, the date of
            actual payment at 5 % per year based on 360 days.

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5.          Forward Purchase Closing

5.1         Forward  Purchase  Closing.  The  transfer of the Class A Share (the
            "Forward   Purchase   Closing")  shall  become  effective  upon  the
            fulfillment  of  all  of  the  following  conditions  (aufschiebende
            Bedingungen):

            (i)   Fulfillment of the Assignment  Condition as defined in Section
                  5.2 below;

            (ii)  payment  of the  Forward  Purchase  Price in  accordance  with
                  Section 4.2.1; and

            (iii) the Company  has not  effectively  redeemed  the Class A Share
                  prior to the fulfillment of no. (i) and (ii) above.

            The date on which the Forward Purchase Closing occurs is hereinafter
            referred to as the "Forward Purchase Closing Date".

5.2         Assignment  Condition.  The  Assignment  Condition is fulfilled upon
            occurrence of the earlier of

            (i)   delivery to Hamburg Trust of a written  statement issued by an
                  investment bank of international standing stating that Bucyrus
                  is advised by such investment bank that a sale of less than 50
                  % of all shares in DBT in the course of a public  offering has
                  occurred or will occur within no more than ten  Business  Days
                  from the  date of such  statement,  but in no  event  prior to
                  January 1, 2008. If the public offering will not occur for any
                  reason after the statement has been  delivered the  Assignment
                  Condition  under  this (i)  shall be  deemed  to have not been
                  satisfied  and the  assignment,  to the extent it has  already
                  become effective, shall be reversed; or

            (ii)  thirty (30) days  following  the delivery of a written  notice
                  from Hamburg Trust to Bucyrus according to which Hamburg Trust
                  elects to complete the transfer of the Class A Share, provided
                  that any such notice shall be null and void if delivered prior
                  to October 1, 2009; or

            (iii) any of the  statements  in Section 6.1 through 6.3 turning out
                  to be incorrect before, on or after the Signing Date; or

            (iv)  any  of  the  statements  in  Section  6.4  turning  out to be
                  incorrect before, on or after the Signing Date; or

            (v)   the initiation of any legal  proceedings or other  enforcement
                  measures  (Zwangsvollstreckungsma(beta)nahmen) over the assets
                  of Hamburg Trust or the  winding-up  (Liquidation)  of Hamburg
                  Trust; or

            (vi)  December 28, 2009.

            (each of the  events  set  forth in (i)  through  (vi)  above  first
            occurring herein referred to as the "Assignment Condition").


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            If any of the Assignment  Conditions set forth in (iii) to (v) above
            turns out to be incorrect  before the Closing set forth in the share
            purchase  agreement as of the date hereof  between,  inter alia, the
            Company  and RCI (the  "SPA") has been  completed,  such event shall
            only  constitute  an  Assignment  Condition  if and when RCI has not
            exercised  its  rights to  request a  transfer  of the Class A Share
            according to Section  7.1.7 of the SPA up to the  completion of such
            Closing.

5.3         Forward Purchase Closing Information.  The Parties shall immediately
            (unverzuglich)  inform  each  other  with  a  copy  to  RCI  of  the
            occurrence of the Assignment  Condition and shall specify in writing
            the date on which the Assignment Condition has occurred.  In case of
            Section 5.2 (ii) above,  Hamburg  Trust shall  deliver a copy of the
            relevant notice to RCI simultaneously with the delivery to Bucyrus.

6.          Guarantees of Hamburg Trust

            Hamburg Trust hereby guarantees (garantiert) to Bucyrus by way of an
            independent guarantee within the meaning of Section 311 BGB that the
            following statements are complete and correct as of the Signing Date
            and as of the  Closing  Date  according  to the SPA,  whereby  it is
            understood by the Parties that Hamburg Trust shall be liable for any
            breaches of the representation in this Section 6 irrespective of any
            fault of Hamburg  Trust  (verschuldensunabhangig),  Hamburg  Trust's
            liability shall be subject to the modalities set forth in Section 7,
            and in view of these  modalities  the  guarantee  in this  Section 6
            shall    not    constitute    a    warranty    of   the    condition
            (Beschaffenheitsgarantie) within the meaning of Section 444 BGB.

6.1         Status of Hamburg Trust.  Hamburg Trust is a duly  incorporated  and
            validly existing limited  liability Company (GmbH) under the laws of
            Germany and registered with the Commercial register at the municipal
            court (Amtsgericht)  Hamburg under HRB 99129.  Hamburg Trust has the
            power to own its  respective  assets and to carry on its  respective
            business.  No  insolvency  or similar  proceedings  have been, or to
            Hamburg Trust's best knowledge been threatened to be, applied for or
            opened  over the  assets of  Hamburg  Trust or denied due to lack of
            sufficient    assets.    Hamburg    Trust   is   neither    illiquid
            (zahlungsunfahig) nor over-indebted  (uberschuldet).  This Agreement
            constitutes  legal,  valid and binding  obligations of Hamburg Trust
            enforceable in accordance with its terms.

6.2         Class A Share. Hamburg Trust has free and clear title to the Class A
            Share.  The Class A Share is validly issued,  fully paid, not repaid
            and  non-assessable.  The  Class A Share  is free  and  clear of any
            security interests,  liens, pledges, or other encumbrances or rights
            of Third  Parties,  Affiliates of Hamburg Trust or Affiliates of RCI
            except as (i) for any pledge granted to Bucyrus, (ii) for any pledge
            or other security  interests  granted in relation to the Acquisition
            Financing or, (iii) explicitly provided for in this Agreement and is
            not subject to any transfer  restrictions  or pre-emption or similar
            acquisition  rights except as set out in the articles of association
            of the Company. Other than set forth in this Agreement, there are no
            outstanding  subscriptions,  options,  warrants or rights to acquire
            the Class A Share.

6.3         Absence  of  Violations.  The  execution  and  delivery  of and  the
            performance by Hamburg Trust of its obligations under this Agreement
            (i) is within Hamburg Trust's

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            corporate powers,  (ii) will not result in a breach of any provision
            of  its  articles  of  association   or  equivalent   constitutional
            document,  (iii)  will not result in a breach  of, or  constitute  a
            default  under,  any instrument to which Hamburg Trust is a party or
            by which Hamburg Trust is bound and which is material in the context
            of the  transactions  contemplated by this Agreement,  (iv) does not
            require any approval by any governmental  authority and (v) does not
            result  in a  breach  of any  law,  statute,  regulation,  directive
            (including such of the European  Union),  ordinance,  administrative
            regulation,  order, judgment,  decision,  notice,  decree,  permits,
            awards or other legal norms of any court or  governmental  agency or
            any  other  public  body  or  arbitration  tribunal  or  institution
            ("Regulations")  by  which  Hamburg  Trust  is  bound  and  which is
            material in the  context of the  transactions  contemplated  by this
            Agreement.

6.4         Prof. Dr. Schulte's  Confirmation.  All statements  contained in the
            confirmation by Prof. Dr. Schulte attached hereto as Exhibit 6.4 are
            correct.

7.          Remedies for Breach of Guarantees

7.1         Breaches.  In the event that any of the statements made in Section 6
            is incorrect (a  "Breach"),  Hamburg  Trust shall pay to Bucyrus the
            amount of any Losses  which  Bucyrus  has  incurred or suffered as a
            result  of the  Breach  (Wertersatz).  "Loss"  or  "Losses"  are all
            damages   according   to  Section  249  BGB,   excluding,   however,
            consequential   or  indirect   damages   (Folgeschaden,   mittelbare
            Schaden), loss of profits (entgangener Gewinn), income taxes payable
            as  a  result  of  any  indemnity  payment  or  other  compensation,
            frustrated expenses (vergebliche Aufwendungen) within the meaning of
            Section 284 BGB,  internal  administration  and overhead costs.  Any
            losses  shall  be  computed  net of any  direct  present  or  future
            advantages and benefits  (including avoided losses, tax benefits and
            savings directly related to the relevant matter).

7.2         Notification,  Investigation  and Cooperation.  Bucyrus shall notify
            Hamburg  Trust in writing of any Breach  without  undue  delay (ohne
            schuldhaftes  Zogern) if it reasonably believes that a Breach exists
            or discovers  such Breach,  stating in reasonable  detail the nature
            thereof and the estimated amount involved (the "Claim Notice").

7.3         Limitation Period. All Claims shall be time-barred (verjahren) after
            the lapse of three years from the Forward Purchase Closing Date.

7.4         Suspension of Limitation.  The limitation period for each individual
            Claim shall only be suspended  (gehemmt) in accordance  with Section
            209  BGB  by  a  timely  notification  of  Hamburg  Trust  for  such
            individual  claim  pursuant to Section  7.2,  provided  that Bucyrus
            initiates a court  proceeding  within three months after  receipt of
            the notification by Hamburg Trust. Section 203 BGB shall not apply.

7.5         No further  Rights or other  Guarantees.  The Parties agree that the
            rights and remedies which Bucyrus may have against Hamburg Trust for
            a Breach or any other breach of any obligation  under this Agreement
            shall be exclusively  governed by this Agreement.  Except for claims
            for specific performance (primare Erfullungspflichten),

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            all  rights,  claims  and  remedies  of any legal  nature  which the
            Parties may  otherwise  have against each other in  connection  with
            this  Agreement or the  transaction  contemplated  by this Agreement
            shall be  excluded to the extent such  exclusion  is possible  under
            applicable  mandatory  laws.  This shall in particular  apply to any
            right to withdraw (zurucktreten) from, or otherwise terminate,  this
            Agreement  or  to  require  the  winding  up  of  the   transactions
            contemplated   by  this   Agreement,   any   claims  for  breach  of
            pre-contractual  obligations (culpa in contrahendo) including claims
            under  Sections 241 para.  (2), 311 para.  (2) and para (3) BGB, any
            claims    for    breach   of    contract    (Schadensersatz    wegen
            Pflichtverletzung) including claims under Sections 280, 282 BGB, any
            claims   based   on   frustration    of   contract    (Storung   der
            Geschaftsgrundlage)  including  claims  under  Section 313 BGB,  any
            claims of Bucyrus for  defects of the Shares or the  business of the
            Company  under  Sections  437 to 441 BGB,  and any claims under tort
            including  claims under Sections 823 et seq. BGB,  except for claims
            for  willful  deceit  (arglistige  Tauschung)  or other  intentional
            breaches of contract (vorsatzliche Vertragsverletzungen).

8.          Bucyrus' Guarantees

8.1         Bucyrus' Representations.  Bucyrus hereby guarantees (garantiert) by
            way   of   an   independent   guarantee    (verschuldensunabhangiges
            Garantieversprechen)  pursuant to Section 311 para. (1) BGB that the
            following  statements  are true and correct on the Forward  Purchase
            Closing Date.

8.1.1       Status  of  Bucyrus.  Bucyrus  is a duly  incorporated  and  validly
            existing limited  liability Company (GmbH) under the laws of Germany
            with its  registered  seat in  Dusseldorf  and  registered  with the
            commercial   register   (Handelsregister)   of   the   local   court
            (Amtsgericht)  of Dusseldorf  under  registration  number HRB 55309.
            Bucyrus has the power to own its  respective  assets and to carry on
            its respective  business.  No insolvency or similar proceedings have
            been, or to Bucyrus's best knowledge been  threatened to be, applied
            for or opened  over the  assets of  Bucyrus or denied due to lack of
            sufficient assets. Bucyrus is neither illiquid (zahlungsunfahig) nor
            over-indebted  (uberschuldet).  This  Agreement  constitutes  legal,
            valid and binding  obligations of Bucyrus  enforceable in accordance
            with its terms.

8.1.2       Absence  of  Violations.  The  execution  and  delivery  of and  the
            performance by Bucyrus of its  obligations  under this Agreement (i)
            is within  Bucyrus's  corporate  powers,  (ii) will not  result in a
            breach of any provision of its articles of association or equivalent
            constitutional  document,  (iii)  will not result in a breach of, or
            constitute a default  under,  any  instrument  to which Bucyrus is a
            party or by which  Bucyrus  is bound  and which is  material  in the
            context of the  transactions  contemplated by this  Agreement,  (iv)
            does not require any approval by any governmental  authority and (v)
            does not result in a breach of any  Regulation  by which  Bucyrus is
            bound and  which is  material  in the  context  of the  transactions
            contemplated by this Agreement.

8.2         Remedies.  In the  event  of any  breach  or  non-fulfilment  of any
            guarantee set forth in Sections 8.1.1 and 8.1.2 Bucyrus shall pay to
            Hamburg  Trust the  amount of all  Losses  which  Hamburg  Trust has
            incurred or suffered as a result of the breach or  non-fulfilment of
            the guarantee by Bucyrus.

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9.          Termination

9.1         This  Agreement  shall  become  null and void (save for  Section 9.2
            below) in the event  that the  Closing  under the SPA will not occur
            and either of the parties thereto has rightfully  withdrawn from the
            SPA or the SPA has been terminated (the "Termination Event").

9.2         In case a Termination  Event occurs  Bucyrus shall have the right to
            sell and transfer the Class B Share to Hamburg Trust  simultaneously
            (Zug-um-Zug)  against  payment of a purchase  price in the amount of
            the nominal  value of the Class A Share.  The costs and expenses for
            the  notarization of such transfer shall be borne equally by RCI and
            Bucyrus.

10.         Confidentiality and Public Announcements

10.1        Confidentiality  in relation to the Company.  The Parties shall keep
            the  knowledge  about  the  Company  and its  Affiliates  and  their
            business operations strictly confidential.

10.2        Confidentiality  in relation to this Agreement and the Parties.  The
            Parties  shall keep the knowledge  obtained in  connection  with the
            negotiations  and execution of this  Agreement  with respect to this
            Agreement, the transactions  contemplated herein, the other Parties,
            the  Company  and  their  Affiliates  as  well  as  information  and
            knowledge on or related to the SPA strictly confidential.

10.3        Announcements.  Each of the Parties undertakes that it will not make
            an announcement  in connection  with this Agreement  unless (i) such
            announcement  or other  disclosure  is required by  applicable  law,
            legal  process or any  applicable  stock  exchange  (NASDAQ) rule or
            regulation,  or (ii) the timing and  content of an  announcement  or
            other   disclosure   regarding   any  aspect  of  the   transactions
            contemplated  herein has been preceded by the written consent of the
            other  Party  (which may be granted or  withheld  in its  reasonable
            discretion).

11.         Agents; Notices

            All  notices  and other  communications  hereunder  shall be made in
            writing in the English  language and shall be hand delivered or sent
            by telefax,  mail or courier (unless other delivery requirements are
            explicitly required) to the following addresses:

            If to Hamburg Trust, to:

            HMS Hamburg Trust GmbH
            Lornsenstra(beta)e 6
            22767 Hamburg
            Telefax-No.: +49 - 40 - 60628 - 111

                  with a copy to:

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                                       13


                  Buse Heberer Fromm
                  Attn: Mr. Frank Moerchen
                  Am Sandtorkai 68
                  20457 Hamburg
                  Telefax-No.: +49 - 40 - 8788698 - 40

            If to RCI, to:

            RAG Coal International AG
            Rechtsabteilung
            Attn. Dr. Thomas Altenbach
            Rellinghauser Stra(beta)e 1 - 11
            45128 Essen
            Germany
            Telefax-No.: +49 - 201 - 177 4039

                  with a copy to:

                  Skadden, Arps, Slate, Meagher & Flom LLP
                  Attn: Dr. Bernd Mayer
                  Karl-Scharnagl-Ring 7
                  80539 Munich
                  Germany
                  Telefax-No. +49 - 89 - 24 44 95 300

            If to Bucyrus, to:

            Bucyrus Holdings GmbH
            c/o Freshfields Bruckhaus Deringer
            Attn. Dr. Anselm Raddatz / Dr. Wolfram Rhein
            Feldmuhleplatz 1
            40545 Dusseldorf
            Germany
            Telefax-No.: +49 - 211 - 4979 103

            or to such other  recipients  or addresses  which may be notified by
            any Party to the other Parties in the future in writing.

12.         Costs and Expenses

            Except as expressly  otherwise  provided herein,  all transfer taxes
            (including  real  estate  transfer   taxes),   stamp  duties,   fees
            (including  notarial fees),  registration duties or other charges in
            connection  with  any  regulatory   requirements  (including  merger
            control   proceedings)  and  other  charges  and  costs  payable  in
            connection with the execution of

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                                       14


            this   Agreement  and  the   implementation   of  the   transactions
            contemplated  hereby  shall be  borne  equally  by RCI and  Bucyrus.
            Except as expressly  otherwise provided herein, each Party shall pay
            its own expenses,  including the costs of its advisors,  incurred in
            connection with this Agreement.

13.         Miscellaneous

13.1        Exhibits.  All Exhibits to this Agreement  constitute a part of this
            Agreement.  In the case of a conflict  between  any  Exhibit and the
            provisions of this Agreement, the provisions of this Agreement shall
            prevail.

13.2        Entire Agreement. This Agreement and the Exhibits shall comprise the
            entire agreement  between the Parties  concerning the subject matter
            hereof and shall  supersede  and  replace all prior oral and written
            declarations of intention made by the Parties in respect thereof.

13.3        Amendments.  Any amendments to this Agreement (including  amendments
            to this  clause)  shall be  valid  only if made in  writing,  unless
            mandatory law provides for stricter form requirements.

13.4        Interpretation.  The  headings in this  Agreement  are  inserted for
            convenience  only and shall not  affect the  interpretation  of this
            Agreement.   Except  as  set  forth  otherwise,  all  references  to
            "Section" refer to the corresponding Section of this Agreement.  All
            words used in this  Agreement will be construed to be of such gender
            or number as the circumstances  require.  The word "including" shall
            not  limit  the  preceding  words or  terms.  Where  this  Agreement
            provides that a Party shall  procure a certain  action or situation,
            such Party shall be strictly liable, without regard to negligence or
            other fault,  for any Losses of the other Party  resulting  from the
            fact that such action or  situation  is not brought  about as agreed
            (verschuldensunabhangige  Erfolgshaftung).  Wherever this  Agreement
            requires  the  disclosure  of or  otherwise  refers to a contract or
            other  agreement,  such  disclosure  requirement or other  reference
            shall  apply to and include all  ancillary  agreements,  amendments,
            side  letters,  waivers  and  similar  documents,  if  any,  related
            thereto.

13.5        Reference  to  German  Legal  Terms.  Any  reference  made  in  this
            Agreement to any types of companies or participations,  proceedings,
            authorities or other bodies,  rights,  institutions,  Regulations or
            legal relationships  (herein collectively  referred to as the "Legal
            Terms")  under  German  law  shall  extend to any  corresponding  or
            identical  Legal Terms under foreign law to the extent that relevant
            facts and  circumstances  must be assessed  under such  foreign law.
            Where no  corresponding  or identical  Legal Terms under foreign law
            exist,  such Legal Terms shall be  introduced as come closest to the
            Legal Terms under German law.

13.6        German Terms. If provisions in this Agreement  include English terms
            with respect to which  German  terms have been  inserted in brackets
            and / or italics  immediately after the English term, the respective
            German  terms  alone   rather  than  the  English   terms  shall  be
            authoritative for the interpretation of the respective provisions.

<PAGE>
                                       15


13.7        Assignment.

13.7.1      Except  as  expressly  set  forth in this  Agreement,  no Party  may
            assign,  delegate  or  otherwise  transfer  any  of  its  rights  or
            obligations  under this Agreement  without the consent of each other
            Party. Hamburg Trust hereby consents to the assignment of any claims
            of Bucyrus  under this  Agreement  to any banks or other  lenders as
            collateral  for any debt  incurred  by Bucyrus or any  Affiliate  of
            Bucyrus in connection  with the  financing of the Purchase  Price or
            any obligations of Bucyrus under this Agreement.

13.7.2      Neither this Agreement nor any provision contained in this Agreement
            is  intended  to confer  any rights or  remedies  upon any person or
            entity other than the Parties.

13.8        Set-off  and  Retention.  Except as  otherwise  agreed  between  the
            Parties,  no Party shall be entitled to set off  (aufrechnen) or net
            (verrechnen)  against  any  claims  of any other  Party  under or in
            connection with this Agreement or to exercise any right of retention
            (Zuruckbehaltungsrecht).

13.9        Governing Law. This Agreement shall be governed by, and be construed
            in  accordance  with,  the laws of the Federal  Republic of Germany,
            without  regard  to  principles  of  conflicts  of  laws  and  under
            exclusion of the United  Nations  Convention  on  Contracts  for the
            International Sale of Goods (CISG).

13.10       Jurisdiction.  The regional court  (Landgericht) in Essen shall have
            the exclusive jurisdiction for any disputes.

13.11       Partial Invalidity.  In the case that one or more provisions of this
            Agreement shall be invalid or  unenforceable,  this shall not affect
            the  validity and  enforceability  of the other  provisions  of this
            Agreement.  In such case the  Parties  agree to  recognize  and give
            effect to such valid and enforceable  provision or provisions  which
            reflect as closely as  possible  the  commercial  intention  of such
            invalid  or  unenforceable  provisions  as regards  subject  matter,
            amount,  time,  place and extent.  The aforesaid shall apply mutatis
            mutandis to any gap in this Agreement.

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                                       16


                                       HMS HAMBURG TRUST GMGH


                                       By:   /s/ Dr. Wolfram Rhein
                                           --------------------------------
                                             Dr. Wolfram Rhein,
                                             Attorney-in-Fact


                                       BUCYRUS HOLDINGS GMBH


                                       By:   /s/ Dr. Anselm Raddatz
                                           -------------------------------
                                             Dr. Anselm Raddatz,
                                             Attorney-in-Fact


                                       RAG COAL INTERNATIONAL AKTIENGESELLSCHAFT


                                       By:   /s/ Dr. Thomas Altenbach
                                           -------------------------------
                                             Dr. Thomas Altenbach,
                                             Attorney-in-Fact