HYEX10.1Q12014




EXHIBIT 10.1
FIRST AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT
THIS FIRST AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT (this “First Amendment”) is dated as of March 31, 2014, among HYSTER-YALE MATERIALS HANDLING, INC., a Delaware corporation (“Parent”), NACCO MATERIALS HANDLING GROUP, INC., a Delaware corporation (“NMHG”, and together with Parent, the “U.S. Borrowers”), NACCO MATERIALS HANDLING B.V., a private company with limited liability incorporated under the laws of the Netherlands having its corporate seat in Nijmegen (“NACCO BV”), N.M.H. INTERNATIONAL B.V., a private company with limited liability incorporated under the laws of the Netherlands having its corporate seat in Nijmegen (“NMH International”), N.M.H. HOLDING B.V., a private company with limited liability incorporated under the laws of the Netherlands having its corporate seat in Nijmegen (“Holding BV”, and together with NACCO BV and NMH International, the “Dutch Borrowers”), NACCO MATERIALS HANDLING LIMITED, a company incorporated in England and Wales with company number 02636775 (the “UK Borrower” and, together with the Dutch Borrowers and the U.S. Borrowers, the “Borrowers” and each, a “Borrower”), the Persons party hereto as Guarantors, the Lenders signatory hereto, and BANK OF AMERICA, N.A., a national banking association, in its capacity as administrative agent ( “Agent”).
RECITALS:
A.    The Borrowers, the persons party thereto from time to time as guarantors (the “Guarantors”), the financial institutions party thereto from time to time as lenders (the “Lenders”) and Agent entered into that certain Loan, Security and Guaranty Agreement dated as of December 18, 2013 (the “Loan Agreement”), pursuant to which the Lenders have agreed to make Loans and provide certain other credit accommodations to the Borrowers.
B.    The Borrowers have requested that Agent and the Required Lenders agree to amend the Loan Agreement as set forth herein in order to remove the requirement that each Obligor conduct an annual physical inventory.
C.    Subject to the conditions in Section 2, the Required Lenders have agreed to such request and to amend the Loan Agreement as set forth herein;
NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Obligors, Agent and the Lenders hereby agree as follows:
Section 1.Loan Agreement Amendment.    In reliance on the representations, warranties, covenants and agreements contained in this First Amendment, the Loan Agreement shall be amended effective as of the First Amendment Effective Date (as defined below) in the manner provided in this Section 1.

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1.1    Amendment to Section 8.3.1.  Section 8.3.1 of the Loan Agreement shall be restated in its entirety as follows:
8.3.1.    Records and Reports of Inventory.  Each Obligor shall keep accurate and complete records of its Inventory, including costs and daily withdrawals and additions, and shall submit to Agent inventory and reconciliation reports in form satisfactory to Agent, on such periodic basis as Agent may request.  Each Obligor shall conduct periodic cycle counts consistent with historical practice, and shall provide to Agent such supporting information as Agent may request.
Section 2.    Conditions Precedent to Loan Agreement Amendment.  The amendment to the Loan Agreement contained in Section 1 hereof is subject to the satisfaction of each of the following conditions precedent (the date on which all such conditions are satisfied, the “First Amendment Effective Date”):
2.1    First Amendment.  Agent shall have received counterparts of this First Amendment executed on behalf of Agent, each Obligor and the Required Lenders.
2.2    Representations and Warranties.  The representations and warranties of each Obligor in this First Amendment and the other Loan Documents shall be true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) on and as of the First Amendment Effective Date (except for representations and warranties that expressly relate to an earlier date which shall be true and correct on such date).
2.3    No Defaults.  No Default or Event of Default shall have occurred and be continuing.
2.4    Other Documents and Actions.  The Obligors shall have provided to Agent such other documents and taken such other actions as reasonably requested by Agent.
Section 3.    Representations and Warranties.  To induce the Lenders and Agent to enter into this First Amendment, each Obligor hereby represents and warrants to the Lenders and Agent as follows:
3.1    Loan Document Representations and Warranties.  Prior to and after giving effect to this First Amendment, the representations and warranties of such Obligor contained in Section 9 of the Loan Agreement, or which are contained in any other Loan Documents, are true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) on and as of the First Amendment Effective Date (except for representations and warranties that expressly relate to an earlier date which shall be true and correct on such date).
3.2    Power and Authority.  Each Obligor party hereto is duly authorized to execute, deliver and perform the First Amendment.  The execution, delivery and performance of the First Amendment has been duly authorized by all necessary action, and does not (a) require any consent or approval of any holders of Equity Interests of any Obligor, except those 

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already obtained; (b) contravene the Organic Documents of any Obligor; (c) violate or cause a default under any Applicable Law or Material Contract; or (d) result in or require imposition of a Lien (other than Permitted Liens) on any Obligor’s Property.
3.3    Enforceability.  The First Amendment is a legal, valid and binding obligation of each Obligor party hereto, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.
3.4    No Defaults.  No event or circumstance has occurred or exists that constitutes a Default or Event of Default.
Section 4.    Miscellaneous.
4.1    Reaffirmation of Loan Documents.  All of the terms and provisions of the Loan Agreement and the other Loan Documents shall, except as amended and modified hereby, remain in full force and effect and are hereby ratified and affirmed by the Obligors.  The amendment to the Loan Agreement contemplated hereby shall not limit or impair any Liens securing the Obligations, which Liens are hereby ratified and affirmed by the Obligors.  This First Amendment is a Loan Document.
4.2    Reaffirmation of Guaranty.  Each Guarantor hereby ratifies and affirms its guaranty obligations under Section 5.10 of the Loan Agreement and any other Guaranty executed by such Guarantor in favor of Agent and agrees that such Guarantor continues to unconditionally and irrevocably guarantee the prompt payment and performance of the Obligations thereunder.
4.3    Parties in Interest.  All of the terms and provisions of this First Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.
4.4    Legal Expenses.  The Borrowers hereby agree to pay on demand all reasonable fees and expenses of counsel to Agent incurred by Agent in connection with the preparation, negotiation and execution of this First Amendment and all related documents.
4.5    Counterparts; Execution.  This First Amendment may be executed in counterparts, and all parties need not execute the same counterpart.  The amendment to the Loan Agreement set forth in Section 1 of this First Amendment shall become effective when Agent has received counterparts bearing the signatures of all required parties hereto and Section 2 is satisfied.  Facsimiles or other electronic transmissions (e.g., .pdf) shall be effective as originals.
4.6    Entire Agreement.  THIS FIRST AMENDMENT, THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS 

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BETWEEN THE PARTIES.  THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.
4.7    Headings.  The headings, captions and arrangements used in this First Amendment are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this First Amendment, nor affect the meaning thereof.
4.8    Governing Law.  This First Amendment shall be governed by the laws of the State of New York, without giving effect to any conflict of law provisions (but giving effect to section 5-1401 of the New York general obligation law and federal laws relating to national banks).
[Remainder of page intentionally left blank.  Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed by their respective authorized officers as of the day and year first above written.




HYSTER-YALE MATERIALS HANDLING, INC.,
as a U.S. Borrower and a Guarantor


	
			
	 
	By:
	/s/ Charles Bittenbender

	 
	 
	Name: Charles Bittenbender

	 
	 
	Title: Vice President






NACCO MATERIALS HANDLING  
GROUP, INC., as U.S. Borrower and a Guarantor 


	
			
	 
	By:
	/s/ Charles Bittenbender

	 
	 
	Name: Charles Bittenbender

	 
	 
	Title: Vice President






HYSTER OVERSEAS CAPITAL 
CORPORATION, LLC, as a Guarantor


	
			
	 
	By:
	/s/ Charles Bittenbender

	 
	 
	Name: Charles Bittenbender

	 
	 
	Title: Secretary






NMHG OREGON, LLC, as a Guarantor


	
			
	 
	By:
	/s/ Charles Bittenbender

	 
	 
	Name: Charles Bittenbender

	 
	 
	Title: Assistant Secretary






            
            

Signature Page to First Amendment to Loan Agreement








NACCO MATERIALS HANDLING B.V., as a Dutch Borrower and a Guarantor
 
By: NACCO MATERIALS HANDLING  
GROUP, LTD., its Managing Director
 
	
			
	 
	By:
	/s/ Charles Bittenbender

	 
	 
	Name: Charles Bittenbender

	 
	 
	Title: Director



 
N.M.H. INTERNATIONAL B.V., as a Dutch Borrower and a Guarantor


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


	
			
	 
	By:
	/s/ Charles Bittenbender

	 
	 
	Name: Charles Bittenbender

	 
	 
	Title: Director






N.M.H. HOLDING B.V., as a Dutch Borrower and a Guarantor


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


	
			
	 
	By:
	/s/ Charles Bittenbender

	 
	 
	Name: Charles Bittenbender

	 
	 
	Title: Director






N.M.H. DISTRIBUTION B.V., as a Guarantor


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


	
			
	 
	By:
	/s/ Charles Bittenbender

	 
	 
	Name: Charles Bittenbender

	 
	 
	Title: Director













Signature Page to First Amendment to Loan Agreement












NACCO MATERIALS HANDLING LIMITED, as a UK Borrower and a Guarantor




	
			
	 
	By:
	/s/ Charles Bittenbender

	 
	 
	Name: Charles Bittenbender

	 
	 
	Title: Director








NACCO MATERIALS HANDLING  
GROUP, LTD., as a Guarantor


	
			
	 
	By:
	/s/ Charles Bittenbender

	 
	 
	Name: Charles Bittenbender

	 
	 
	Title: Director








NACCO MATERIALS HANDLING  
S.P.A., as a Guarantor


	
			
	 
	By:
	/s/ Charles Bittenbender

	 
	 
	Name: Charles Bittenbender

	 
	 
	Title: Director

































Signature Page to First Amendment to Loan Agreement






BANK OF AMERICA, N.A., as Agent and a U.S. Lender


	
			
	 
	By:
	/s/ John W. Mundstock

	 
	 
	Name: John W. Mundstock

	 
	 
	Title: SVP




                
BANK OF AMERICA, N.A. (acting through its London Branch), as European Security Trustee and a Foreign Lender


	
			
	 
	By:
	/s/ John W. Mundstock

	 
	 
	Name: John W. Mundstock

	 
	 
	Title: SVP





Signature Page to First Amendment to Loan Agreement






CITIBANK, N.A., as a U.S. Lender and a Foreign Lender


	
			
	 
	By:
	/s/ Matthew Paquin

	 
	 
	Name: Matthew Paquin

	 
	 
	Title: Vice President and Director




            

Signature Page to First Amendment to Loan Agreement






HSBC BANK USA, NATIONAL ASSOCIATION, as a U.S. Lender and a Foreign Lender


	
			
	 
	By:
	/s/ Tara C. O'Boyle

	 
	 
	Name: Tara C. O'Boyle

	 
	 
	Title: Assistant Vice President




                

Signature Page to First Amendment to Loan Agreement






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


	
			
	 
	By:
	/s/ Kevin Fong

	 
	 
	Name: Kevin Fong

	 
	 
	Title: Authorized Signatory




                
WELLS FARGO BANK, NATIONAL ASSOCIATION, LONDON BRANCH, as a Foreign Lender


	
			
	 
	By:
	/s/ Tania Saloantia

	 
	 
	Name: Tania Saloantia

	 
	 
	Title: Authorized Signatory






                

Signature Page to First Amendment to Loan Agreement






KEYBANK NATIONAL ASSOCIATION, as a U.S. Lender and a Foreign Lender


	
			
	 
	By:
	/s/ Nadine M. Eames

	 
	 
	Name: Nadine M. Eames

	 
	 
	Title: Vice President




                

Signature Page to First Amendment to Loan Agreement






FIFTH THIRD BANK, as a U.S. Lender and a Foreign Lender


	
			
	 
	By:
	/s/ Martin H. McGinty

	 
	 
	Name: Martin H. McGinty

	 
	 
	Title: Vice President




                

Signature Page to First Amendment to Loan Agreement






RBS CITIZENS BUSINESS CAPITAL, a division of RBS ASSET FINANCE, INC., a subsidiary of RBS CITIZENS, N.A., as a U.S. Lender and a Foreign Lender


	
			
	 
	By:
	/s/ David Slattery

	 
	 
	Name: David Slattery

	 
	 
	Title: Vice President




                

Signature Page to First Amendment to Loan Agreement






INTESA SANPAOLO S.P.A., as a U.S. Lender and a Foreign Lender


	
			
	 
	By:
	/s/ Cristina Cignoli

	 
	 
	Name: Cristina Cignoli

	 
	 
	Title: VP & Relationship Manager




            
	
			
	 
	By:
	/s/ Francesco Di Mario

	 
	 
	Name: Francesco Di Mario

	 
	 
	Title: FVP & Head of Credit




                
    













Signature Page to First Amendment to Loan Agreement