JOY-2013.04.26-EX10.6-10Q






Exhibit 10.6


SECOND AMENDMENT TO CREDIT AGREEMENT


THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of March 13, 2013 (the “Agreement”) is entered into among Joy Global Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders party hereto and Bank of America, N.A., as Administrative Agent.  All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).


RECITALS


WHEREAS, the Borrower, the Guarantors, the Lenders, and Bank of America, N.A., as Administrative Agent have entered into that certain Credit Agreement dated as of June 16, 2011 (as amended or modified from time to time, the “Credit Agreement”); and


WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement as described below;


NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


		
	1.
	Amendment.  Section 6.19 of the Credit Agreement is hereby amended in its entirety to read as follows:




“The exact legal name and state of organization of (a) the Borrower is as set forth on the signature pages hereto and (b) each Guarantor is (i) as set forth on the signature pages hereto, (ii) as set forth on the signature pages to the Joinder Agreement pursuant to which such Guarantor became a party hereto or (iii) as may be otherwise disclosed by the Loan Parties to the Administrative Agent in writing.” 


2.    Condition Precedent.  This Agreement shall be effective upon receipt by the Administrative Agent of counterparts of this Agreement duly executed by the Borrower, the Guarantors, the Required Lenders and the Administrative Agent.


3.    Miscellaneous.


(a)    The Credit Agreement, and the obligations of the Loan Parties thereunder and under the other Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms.


(b)    Each Guarantor (a) acknowledges and consents to all of the terms and conditions of this Agreement, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the Loan Documents.


(c)    After giving effect to this Agreement, the Loan Parties represent and warrant to the Lenders that (i) the representations and warranties of the Loan Parties set forth in Article VI of the Credit Agreement and in each other Loan Document are true and correct in all material respects as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date and (ii) no event has occurred and is continuing which constitutes a Default or an Event of Default.


(d)    This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  

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Delivery of an executed counterpart of this Agreement by telecopy shall be effective as an original and shall constitute a representation that an executed original shall be delivered.


(e)    THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


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Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.


		
	BORROWER:
	JOY GLOBAL INC.,


a Delaware corporation


By:    /s/ James M. Sullivan        
Name:  James M. Sullivan
Title:  Executive Vice President and Chief Financial Officer


		
	GUARANTORS:
	JOY TECHNOLOGIES LLC,


a Delaware limited liability company
                
By:    /s/ James M. Sullivan        
Name:  James M. Sullivan
Title:  Vice President 


P&H MINING EQUIPMENT INC.,
a Delaware corporation
                
By:    /s/ James M. Sullivan        
Name:  James M. Sullivan
Title:  Vice President 


N.E.S. INVESTMENT CO.,
a Delaware corporation
                
By:    /s/ James M. Sullivan        
Name:  James M. Sullivan
Title:  Vice President 


CONTINENTAL CRUSHING & CONVEYING INC.,
a Delaware corporation
                
By:    /s/ James M. Sullivan        
Name:  James M. Sullivan
Title:  Vice President 


LETOURNEAU TECHNOLOGIES LLC,                
a Texas limited liability company
                
By:    /s/ James M. Sullivan        
Name:  James M. Sullivan
Title:  Vice President 


LETOURNEAU TECHNOLOGIES AMERICA, INC.,
a Texas corporation
                
By:    /s/ James M. Sullivan        
Name:  James M. Sullivan
Title:  Vice President 


LETOURNEAU TECHNOLOGIES BRAZIL, INC.,
a Delaware corporation









                
By:    /s/ James M. Sullivan        
Name:  James M. Sullivan
Title:  Vice President 


LETOURNEAU TECHNOLOGIES INTERNATIONAL, INC.,
a Delaware corporation
                
By:    /s/ James M. Sullivan        
Name:  James M. Sullivan
Title:  Vice President 


LETOURNEAU TECHNOLOGIES SOUTH AMERICA, INC.,
a Delaware corporation
                
By:    /s/ James M. Sullivan        
Name:  James M. Sullivan
Title:  Vice President 











ADMINISTRATIVE
		
	AGENT:
	BANK OF AMERICA, N.A.,


as Administrative Agent


By:    /s/ Alan Tapley            
Name:  Alan Tapley
Title:  Assistant Vice President




		
	LENDERS:
	BANK OF AMERICA, N.A.,


as a Lender


By:    /s/ Marc Sanchez            
Name:  Marc Sanchez
Title:  Vice President


JPMORGAN CHASE BANK, N.A.,
as a Lender


By:    /s/ Suzanne Ergastolo        
Name: Suzanne Ergastolo
Title:  Vice President


GOLDMAN SACHS BANK USA,
as a Lender


By:    /s/ Michelle Latzoni        
Name:  Michelle Latzoni
Title:  Authorized Signatory


RBS CITIZENS, N.A.,
as a Lender


By:    /s/ Lisa A. Garling        
Name:  Lisa A. Garling
Title:  Vice President


THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
as a Lender


By:    /s/ Christine Howatt        
Name:  Christine Howatt
Title:  Authorized Signatory


PNC BANK, NATIONAL ASSOCIATION,
as a Lender


By:    /s/ Doug Whitaker        
Name:  Doug Whitaker
Title:  Officer


WELLS FARGO BANK, N.A.,
as a Lender











By:    /s/ Matthew J. Simon        
Name:  Matthew J. Simon
Title:  Vice President


THE NORTHERN TRUST COMPANY,
as a Lender


By:    /s/ Patrick Cowan            
Name:  Patrick Cowan
Title:  Authorized Signatory


MIZUHO CORPORATE BANK, LTD.,
as a Lender


By:    /s/ David Lim            
Name:  David Lim
Title:  Authorized Signatory