EX-10.1



 







Exhibit 10.1




SECOND AMENDMENT




TO




AMENDED & RESTATED CREDIT AGREEMENT




          THIS SECOND AMENDMENT TO AMENDED & RESTATED CREDIT AGREEMENT (this “Second Amendment”)
dated as of July 21, 2006, relates to that certain Amended and Restated Credit Agreement dated as
of December 19, 2005 (as amended by that certain First Amendment, dated as of March 22, 2006, and
as further amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among NMHG Holding Co., a Delaware corporation (“NMHG Holding”), NACCO
Materials Handling Group, Inc., a Delaware corporation (“NMHG”), NACCO Materials Handling
Limited (company number 02636775), incorporated under the laws of England and Wales (the “UK
Borrower”), NACCO Materials Handling B.V., a private company with limited liability
incorporated under the laws of the Netherlands having its corporate seat in Nijmegen (together with
NMHG Holding, NMHG and the UK Borrower, the “Borrowers”), the financial institutions from
time to time a party thereto as Lenders, whether by execution of the Credit Agreement or an
Assignment and Acceptance (as defined therein), the financial institutions from time to time party
thereto as Issuing Bank, whether by execution of the Credit Agreement or an Assignment and
Acceptance or otherwise, Citicorp North America, Inc., a Delaware corporation, in its capacity as
administrative agent for the Lenders and the Issuing Bank thereunder (with its successors and
permitted assigns in such capacity, the “Administrative Agent”), and Citigroup Global
Markets Inc. as sole lead arranger and sole bookrunner.




          1. Definitions. Capitalized terms defined in the Credit Agreement and not otherwise
defined or redefined herein have the meanings assigned to them in the Credit Agreement.




          2. Second Amendment Effective Date Amendments to Credit Agreement. Upon the “Second
Amendment Effective Date” (as defined in Section 4 below), the Credit Agreement is hereby
amended as follows:




          2.1 Amendments to Section 6.01(p) (ERISA Matters). Section 6.01(p) of the Credit
Agreement is hereby amended as follows:





     (a) by deleting the sixth sentence of Section 6.01(p) in its entirety and substituting
the following in its stead:




No Borrower or any ERISA Affiliate nor any fiduciary of any Plan
which is not a Multiemployer Plan (i) has engaged in a nonexempt
prohibited transaction described in Sections 406 of ERISA or 4975 of
the Internal Revenue Code or (ii) has taken or failed to take any
action which would constitute or result in a Termination Event other
than (a) a merger permitted under Section
9.09(b)(Restrictions on Fundamental Changes) or (b) the
Reportable Events described on Schedule 6.01-P(A) attached



Second Amendment to

NMHG A&R Credit Agreement




 









 






hereto, which Reportable Events are not reasonably expected to
result in a liability in excess of $2,000,000 to any Borrower or any
ERISA Affiliate.



          2.2 Addition of Schedule 6.01-P(A). Schedule 6.01-P(A) is hereby added in the proper
numerical order to the Credit Agreement Schedule in the form and substance attached as Exhibit
A hereto.




          3. Representations and Warranties. The Borrowers hereby represent and warrant to each
Lender, each Issuing Bank and the Administrative Agent that (a) all of the representations and
warranties of the Borrowers and the Borrower Subsidiaries in the Credit Agreement and in any other
Loan Document are true and correct in all material respects on and as of the Second Amendment
Effective Date as though made to each Lender, each Issuing Bank and the Administrative Agent on and
as of such date (other than representations and warranties which expressly speak as of a different
date, which representations shall be made only on such date) and (b) as of the Second Amendment
Effective Date, no Event of Default or Default has occurred and is continuing.




          4. Second Amendment Effective Date. This Second Amendment shall become effective as
of the date first above written (the “Second Amendment Effective Date”) upon the
satisfaction of the following conditions:




          4.1 The Administrative Agent shall have received counterparts hereof executed by the
Borrowers, the Administrative Agent and each Lender required to execute the Second Amendment
pursuant to the terms of the Credit Agreement;




          4.2 Each of the representations and warranties contained in this Second Amendment shall be
true and correct in all material respects on and as of the Second Amendment Effective Date;




          4.3 As of the Second Amendment Effective Date, no Event of Default or Default shall have
occurred and be continuing; and




          4.4 The Borrowers shall have reimbursed the Administrative Agent for the reasonable fees,
costs and expenses incurred by or owing to it in connection with this Second Amendment, and all
other outstanding fees and expenses incurred prior to the Second Amendment Effective Date, in each
case which are payable under Section 14.02 of the Credit Agreement.




          5. Miscellaneous.




          5.1 This Second Amendment is a Loan Document. The headings herein are for convenience of
reference only and shall not alter or otherwise affect the meaning hereof.




          5.2 On and after the Second Amendment Effective Date, each reference in the Credit Agreement
to “this Agreement”, “hereunder”, “hereof” or words of like import, and each reference in the other
Loan Documents to the Credit Agreement, shall mean and be a reference to




Second Amendment to

NMHG A&R Credit Agreement




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the Credit Agreement as amended hereby. Except to the extent specifically amended or modified
hereby, all of the terms of the Credit Agreement and the other Loan Documents shall remain
unchanged and in full force and effect and are hereby ratified and confirmed in all respects.




          5.3 The execution, delivery and effectiveness of this Second Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of any Lender, the
Issuing Bank or the Administrative Agent under the Credit Agreement or any of the Loan Documents,
nor obligate any Lender, the Issuing Bank or the Administrative Agent to agree to similar
amendments in the future.




          6. Counterparts; Facsimile Delivery. This Second Amendment may be executed in
counterparts, each of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument. Delivery of an
executed counterpart of this Second Amendment by facsimile transmission shall be effective as
delivery of a manually executed counterpart hereof.




          7. GOVERNING LAW. THIS SECOND AMENDMENT, AND ALL ISSUES RELATING TO THIS SECOND
AMENDMENT, INCLUDING THE VALIDITY, ENFORCEABILITY, INTERPRETATION OR CONSTRUCTION OF THIS SECOND
AMENDMENT OR ANY PROVISION HEREOF, SHALL BE GOVERNED BY, AND SHALL BE DETERMINED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




[Signature pages follow]




Second Amendment to

NMHG A&R Credit Agreement




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          IN WITNESS WHEREOF, the Administrative Agent, the Issuing Bank, the Requisite Lenders and
the Borrowers have caused this Second Amendment to be executed by their respective officers
thereunto duly authorized as of the date first above written.




	 	 	 	 	 
	 	NMHG HOLDING CO.

 	 
	 	By:  	/s/ Jeffrey C. Mattern	 
	 	 	Name:  Jeffrey C. Mattern	 
	 	 	Title:    Treasurer	 



	 	 	 	 	 
	 	NACCO MATERIALS HANDLING GROUP, INC.

 	 
	 	By:  	/s/ Jeffrey C. Mattern	 
	 	 	Name:  Jeffrey C. Mattern	 
	 	 	Title:    Treasurer	 



	 	 	 	 	 
	 	NACCO MATERIALS HANDLING LIMITED

 	 
	 	By:  	/s/ Jeffrey C. Mattern	 
	 	 	Name:  Jeffrey C. Mattern	 
	 	 	Title:    Director	 



	 	 	 	 	 
	 	NACCO MATERIALS HANDLING B.V.



By: NACCO MATERIALS HANDLING GROUP, LTD., its Managing Director

 	 
	 	By:  	/s/ Jeffrey C. Mattern	 
	 	 	Name:  Jeffrey C. Mattern	 
	 	 	Title:    Director	 



Signature Page to

Second Amendment to

NMHG A&R Credit Agreement





 









 








	 	 	 	 	 
	 	CITICORP NORTH AMERICA, INC., as Administrative Agent, as Issuing Bank, as Swing Loan Bank and as a Domestic Lender

 	 
	 	By:  	/s/ Miles
D. McManus	 
	 	 	Name:  Miles D. McManus	 
	 	 	Title:  Vice President and Director	 



	 	 	 	 	 
	 	CITIBANK INTERNATIONAL PLC, as Multicurrency Lender and as Overdraft Line Bank

 	 
	 	By:  	/s/ Miles
D. McManus	 
	 	 	Name:  Miles D. McManus	 
	 	 	Title:  Authorized Signer	 



Signature Page to

Second Amendment to

NMHG A&R Credit Agreement





 









 





	 	 	 	 	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION, as a Domestic Lender

 	 
	 	By:  	/s/ Dwayne L. Coker	 
	 	 	Name:  Dwayne L. Coker	 
	 	 	Title:    Duly Authorized Signatory	 



Signature Page to

Second Amendment to

NMHG A&R Credit Agreement





 









 








	 	 	 	 	 
	 	WELLS FARGO FOOTHILL, INC., as a Domestic Lender

 	 
	 	By:  	/s/  Jennifer
Fory	 
	 	 	Name:  	Jennifer Fory	 
	 	 	Title:  	Account Executive, AVP	 



Signature Page to

Second Amendment to

NMHG A&R Credit Agreement





 









 








	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as a Domestic Lender

 	 
	 	By:  	/s/  Scott J. Bell	 
	 	 	Name:  	Scott J. Bell	 
	 	 	Title:  	Senior Vice President	 



Signature Page to

Second Amendment to

NMHG A&R Credit Agreement





 









 








	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION, as a Domestic Lender

 	 
	 	By:  	/s/  Nadine
M. Eames	 
	 	 	Name:  	Nadine M. Eames	 
	 	 	Title:  	Vice President	 



Signature Page to

Second Amendment to

NMHG A&R Credit Agreement






 









 




	 	 	 	 	 
	 	ING CAPITAL LLC, as a Domestic Lender

 	 
	 	By:  	/s/ Janice M. Whalen
	 	 	 	 
	 	 	Name:  	Janice M. Whalen	 
	 	 	Title:  	Vice President	 



Signature Page to

Second Amendment to

NMHG A&R Credit Agreement




 









 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as a Domestic Lender

 	 
	 	By:  	/s/ Daryl K. Hogge	 
	 	 	Name:  	Daryl K. Hogge	 
	 	 	Title:  	Senior Vice President	 



Signature Page to

Second Amendment to

NMHG A&R Credit Agreement





 









 








	 	 	 	 	 
	 	HSBC BANK USA, N.A., as a Domestic Lender

 	 
	 	By:  	/s/
Paul W. Ip	 
	 	 	Name:  	Paul W. Ip	 
	 	 	Title:  	Vice President	 



Signature Page to

Second Amendment to

NMHG A&R Credit Agreement