Item 1.01. Entry Into a Material Definitive Agreement.
On December 3, 2012, Hyster-Yale Materials Handling, Inc. ("Hyster-Yale") and
certain of its subsidiaries, entered into Amendment No. 4 (the "Facility
Amendment") to the second amended and restated credit agreement among
Hyster-Yale, NACCO Materials Handling Group, Inc. ("NMHG"), NACCO Materials
Handling Limited, NACCO Materials Handling B.V., N.M.H. International B.V.,
N.M.H. Holding B.V., the Requisite Lenders party thereto and Citicorp North
America, Inc., as Administrative Agent for the Lenders and Issuing Banks (the
"Facility"). In addition, on December 3, 2012, NMHG and certain subsidiaries and
affiliates of NMHG, as guarantors, entered into the First Amendment ("Credit
Agreement Amendment" and together with the "Facility Amendment", the
"Amendments") to Credit Agreement, among NMHG, as Borrower, Certain Subsidiaries
and Affiliates of Borrower identified therein, as the Guarantors, Bank of
America, N.A., as Administrative Agent, and the other lenders party thereto (the
"Credit Agreement").
As a result of the Amendments, the definition of Fixed Charge Coverage Ratio was
amended to exclude the December 2012 Dividend, which is defined in the
Amendments as a one-time dividend expected to be paid by Hyster-Yale to its
shareholders during the month of December 2012, in an amount not to exceed the
lower of $2.00 per share and $34.0 million, from the calculation of Restricted
Payments in both the Facility and Credit Agreement. In addition, the Amendments
created an additional tier of minimum availability thresholds, as defined in the
Amendments, which eliminates the Fixed Charge Coverage Ratio compliance
requirement on a pro forma basis to make certain dividends, repurchases of
equity interests and repayment obligations under the Credit Agreement, so long
as as the Lowest Thirty Day Availability, as defined in the Amendments, is
greater than or equal to thirty percent of the aggregate commitments, as defined
in the Amendments. Under the terms of the Amendments, if the minimum
availability threshold, as defined in the Amendments, is between twenty percent
and thirty percent, the Fixed Charge Coverage Ratio would need to be met to make
certain dividends, repurchases of equity interests and repayment obligations
under the Credit Agreement.
The Amendments are listed as Exhibits 10.1 and 10.2, respectively, to this
Current Report on Form 8-K and are hereby incorporated into this Item 1.01 by
reference. The foregoing summary of each of these agreements is qualified in its
entirety by reference to the full text of such exhibits.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit Description
10.1 Amendment No. 4 to the Second Amended and Restated Credit Agreement,
dated as of December 3, 2012, by and among Hyster-Yale Materials
Handling, Inc., NACCO Materials Handling Group, Inc., NACCO Materials
Handling Limited, NACCO Materials Handling B.V., N.M.H. International
B.V., N.M.H. Holding B.V., the Requisite Lenders party thereto and
Citicorp North America, Inc., as Administrative Agent for the Lenders
and Issuing Banks.
10.2 First Amendment to Credit Agreement, dated December 3, 2012, among
NACCO Materials Handling Group, Inc., as Borrower, Certain
Subsidiaries and Affiliates of Borrower identified therein, as the
Guarantors, Bank of America, N.A., as Administrative Agent, and the
other lenders party thereto.
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