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Exhibit 10 (lxxvi)
AMENDMENT TO CREDIT AGREEMENT
AMENDMENT dated as of December 16, 1996 to the Amended and
Restated Credit Agreement dated as of June 4, 1996 (the "Credit Agreement")
among NACCO Materials Handling Group, Inc. (the "Borrower"), the BANKS party
thereto (the "Banks"), the Co-Arrangers and Co-Agents listed therein and MORGAN
GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent").
W I T N E S S E T H :
WHEREAS, the Borrower has asked the Banks to permit the Borrower
to use the proceeds of loans made to it under the Credit Agreement to make loans
and/or pay dividends for the purpose of enabling NACCO Industries, Inc. to
purchase its own common stock; and
WHEREAS, the undersigned Banks are willing to permit such use of
proceeds, PROVIDED that, so long as Sections 5.14 and 5.15 of the Credit
Agreement remain in effect, the sum of (i) the aggregate amount of Restricted
Payments declared or made pursuant to Section 5.14(c) and (ii) the aggregate
outstanding principal amount of loans made to NACCO Industries, Inc. pursuant to
Section 5.15 to enable it to purchase its own common stock shall not exceed
$25,000,000;
NOW, THEREFORE, the undersigned parties agree as follows:
Section 1. Definitions; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Credit Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
Section 2. Use of Proceeds. The last sentence of Section 5.8
of the Credit Agreement is amended to read as follows:
None of such proceeds will be used, directly or indirectly, for the
purpose, whether immediate, incidental or ultimate, of purchasing or
carrying any "margin stock" within the meaning of Regulation U;
PROVIDED that the Borrower may use such proceeds to make loans and/or
pay dividends for the purpose of enabling NACCO Industries, Inc. to
purchase its own common stock.
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Section 3. Restricted Payments. Section 5.14(c) of the Credit
Agreement is amended to read as follows:
(c) Restricted Payments not otherwise permitted pursuant to the
preceding clauses (a) and (b); provided that the sum of (i) the
aggregate amount of all Restricted Payments declared or made after
September 30, 1994 pursuant to this clause (c) and (ii) the aggregate
outstanding principal amount of all loans made by the Borrower and its
Subsidiaries to Affiliates of the Borrower pursuant to Section 5.15(h)
shall not at any time exceed $25,000,000.
Section 4. Investments. Section 5.15 of the Credit Agreement is
amended by deleting the word "and" at the end of clause (g), redesignating
clause (h) as clause (i), changing the reference to "clause (h)" in clauses (e)
and (g) to refer instead to "clause (i)", and adding the following new clause
(h) immediately after clause (g):
(h) loans to Affiliates of the Borrower; PROVIDED that the sum of
(i) the aggregate amount of all Restricted Payments declared or made
after September 30, 1994 pursuant to Section 5.14(c) and (ii) the
aggregate outstanding principal amount of all loans made by the
Borrower and its Subsidiaries to Affiliates of the Borrower pursuant to
this clause (h) shall not at any time exceed $25,000,000; and
Section 5. Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of New York.
Section 6. Counterparts. This Amendment may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
Section 7. Effectiveness. This Amendment shall become effective
when the Agent shall have received from each of the Borrower and the Required
Banks a counterpart hereof signed by such party or facsimile or other written
confirmation (in form satisfactory to the Agent) that such party has signed a
counterpart hereof.
IN WITNESS WHEREOF, the undersigned parties have caused this
Amendment to be duly executed as of the date first above written.
NACCO MATERIALS HANDLING
GROUP, INC.
By: /s/ Jeffrey Mattern
----------------------------
Name: Jeffrey Mattern
Title: Vice President and Treasurer
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MORGAN GUARANTY TRUST COMPANY OF NEW YORK
By: /s/ Patricia P. Lunka
----------------------------
Name: Patricia P. Lunka
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ Richard E. Bryson
----------------------------
Name: Richard E. Bryson
Title: Managing Director
CITIBANK, N.A.
By: /s/ Marjorie Futornick
----------------------------
Name: Marjorie Futornick
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ A.S. Norsworthy
----------------------------
Name: A.S. Norsworthy
Title: Sr. Team Leader-Loan Operations
THE FIRST NATIONAL BANK OF
CHICAGO
By: /s/ L. Gene Beube
----------------------------
Name: L. Gene Beube
Title: Senior Vice President
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD.
By: /s/ Richard E. Stahl
----------------------------
Name: Richard E. Stahl
Title: Sr. Vice President & Joint General Manager
ROYAL BANK OF CANADA
By: /s/ Preston D. Jones
----------------------------
Name: Preston D. Jones
Title: Senior Manager Corporate Banking
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Alison Amonette
----------------------------
Name: Alison Amonette
Title: Vice President
KEY BANK OF WASHINGTON
By: /s/ James A. Taylor III
----------------------------
Name: James A. Taylor III
Title: Commercial Banking Officer
UNITED STATES NATIONAL BANK
OF OREGON
By: /s/ Chris J. Karlin
----------------------------
Name: Chris J. Karlin
Title: Vice President
WELLS FARGO BANK, N.A.
By: /s/
----------------------------
Name:
Title: Vice President
BANK OF SCOTLAND
By: /s/ Annie Chin Tat
----------------------------
Name: Annie Chin Tat
Title: Assistant Vice President
THE CHASE MANHATTAN BANK
(formerly known as Chemical Bank)
By: /s/ Timothy J. Stearns
----------------------------
Name: Timothy J. Stearns
Title: Credit Executive
CAISSE NATIONALE DE CREDIT AGRICOLE
By: /s/ David Bouhl, F.V.P.
----------------------------
Name: David Bouhl, F.V.P.
Title: Head of Corporate Banking
Chicago
MELLON BANK, N.A.
By: /s/ Mark E. Johnston
----------------------------
Name: Mark E. Johnston
Title: AVP
THE SUMITOMO BANK, LTD.
By: /s/ John H. Kemper
----------------------------
Name: John H. Kemper
Title: Senior Vice President
ISTITUTO BANCARIO SAN PAOLO DI TORINO
S.P.A.
By: /s/ Jim Girolam
----------------------------
Name: Jim Girolam
Title: G. Manager, V.P.
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