Common use of Fourth Amendment Effective Date Clause in Contracts

Fourth Amendment Effective Date. Upon receipt by Agent of each of the following, this Amendment shall be deemed to be effective (the "Fourth Amendment Effective Date"): (a) An original of this Amendment duly executed by each Borrower, and Agent shall have accepted and executed this Amendment; (b) Evidence satisfactory to Agent that the Life Insurance Policy remains in full force and effect and that the Collateral Assignment of Life Insurance has been accepted by and duly recorded on the books and records of the insurance company that issued the Life Insurance Policy; (c) Agent shall have received all fees, charges and expenses due and payable to Agent and Lenders pursuant to this Amendment; (d) Agent shall have received a written opinion of counsel for the Borrowers in form and content satisfactory to the Agent in its Permitted Discretion, addressed to the Agent and its counsel, and covering such matters related to the transactions contemplated hereby as the Agent may request (including, without limitation, as to authority, existence, incumbency and enforceability); (e) Borrowers shall have delivered to Agent updated, true and accurate amended and restated disclosure schedules to the Agreement (the "Amended and Restated Disclosure Schedules"), which Amended and Restated Disclosure Schedules shall be in form and substance satisfactory to Agent in its sole discretion; and (f) Agent shall have received a certificate of the corporate secretary or assistant secretary of each Borrower dated as of the date of this Amendment as to the incumbency and signature of the Persons executing this Fourth Amendment and the Loan Documents on behalf of such Borrower, in the form attached hereto as Exhibit 2(f).

Fourth Amendment Effective Date. Upon receipt by Agent of each This Fourth Amendment shall become effective as of the following, this Amendment shall be deemed to be effective date first above written (the "Fourth Amendment Effective Date"):) upon the satisfaction of the following conditions: 6.1 The Administrative Agent shall have received each of the following documents: (a) An original of this Amendment duly counterparts hereof executed by the Borrowers, the Administrative Agent and each Borrower, and Agent shall have accepted and executed this AmendmentLender; (b) Evidence reaffirmations of the Obligations and the grant of Liens executed by the Borrowers and Guarantors, each on terms and conditions satisfactory to Agent that the Life Insurance Policy remains in full force and effect and that the Collateral Assignment of Life Insurance has been accepted by and duly recorded on the books and records of the insurance company that issued the Life Insurance PolicyAdministrative Agent; (c) written confirmation from local counsel to the Administrative Agent shall have received all feesin England, charges The Netherlands, Scotland, Northern Ireland and expenses due and payable Italy that no further action is required to Agent and Lenders pursuant to be taken as a result of this AmendmentFourth Amendment in connection with the Loan Documents governed by the laws of NACCO Fourth Amendment such countries or describing the documentation which is reasonably required (such documentation being the "Additional Foreign Law Documentation"); (d) Agent shall have received a written opinion of counsel for all Additional Foreign Law Documentation, if any, executed by the Borrowers applicable Credit Parties, together with legal opinions with respect thereto, each in form and content substance reasonably satisfactory to the Administrative Agent; provided, however, that the Administrative Agent may, in its Permitted Discretionsole discretion, addressed waive this requirement solely as a condition to the Agent effectiveness of this Fourth Amendment and its counsel, grant additional time for the delivery of such Additional Foreign Law Documentation and covering such matters related to the transactions contemplated hereby as the Agent may request (including, without limitation, as to authority, existence, incumbency and enforceability)legal opinions; (e) Borrowers shall have delivered to Agent updateda Certificate from the Secretary, true and accurate amended and restated disclosure schedules to the Agreement (the "Amended and Restated Disclosure Schedules"), which Amended and Restated Disclosure Schedules shall be in form and substance satisfactory to Agent in its sole discretion; and (f) Agent shall have received a certificate of the corporate secretary Assistant Secretary or assistant secretary Director of each Borrower dated as and each Guarantor with respect to corporate resolutions authorizing the execution, delivery and performance of the date of this Amendment as to the incumbency and signature of the Persons executing this Fourth Amendment and the Loan Documents agreements and documents executed and delivered in connection herewith and the incumbency of the officers of the Borrowers and Guarantors executing and delivering the same, and good standing certificates for the Borrower and Guarantors from the states identified on Annex C attached hereto and made a part hereof; (f) a Certificate of a Financial Officer of the Borrowers dated as of the Fourth Amendment Effective Date, executed and delivered on behalf of such Borrowerthe Borrowers, certifying that (i) no Material Adverse Effect has occurred since December 31, 2001, (ii) all conditions precedent set forth in this Fourth Amendment which are required to be satisfied have been satisfied and (iii) after giving effect to this Fourth Amendment, all representations and warranties in the Credit Agreement, as amended by this Fourth Amendment, and the other Loan Documents are true and correct in all material respects, no Default or Event of Default has occurred and is continuing and no event that is reasonably likely to have a Material Adverse Effect has occurred and is continuing; and (g) amended and restated Notes reflecting the amendments to the Domestic Commitments and Multicurrency Commitments pursuant to this Fourth Amendment. 6.2 Each of the representations and warranties contained in this Fourth Amendment shall be true and correct in all material respects on and as of the Fourth Amendment Effective Date. 6.3 As of the Fourth Amendment Effective Date, no Event of Default or Default shall have occurred and be continuing. 6.4 No event shall exist or shall have occurred which is reasonably likely to have a Material Adverse Effect. 6.5 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 Fourth Amendment, and all other outstanding fees and expenses incurred prior to the Fourth Amendment Effective Date, in each case which are payable under Section 14.02 of the form attached hereto Credit Agreement. 6.6 The Borrowers shall have remitted to the Administrative Agent: (a) for the ratable account of the Lenders party to this Fourth Amendment, an amendment fee in the amount of 0.25% of the aggregate Commitments of the Lenders which are in effect as Exhibit 2(f)of the Fourth Amendment Effective Date and (b) for the account of CNAI, the fees set forth in the Fourth Amendment Fee Letter which are payable on the Fourth Amendment Effective Date, all such fees shall be fully earned, non-refundable, and payable on the Fourth Amendment Effective Date.

Fourth Amendment Effective Date. Upon receipt by Agent of each This Amendment shall become effective as of the following, this Amendment shall be deemed to be effective first date (the "“Fourth Amendment Effective Date"”) on which each of the following conditions shall have been satisfied (or waived by the Administrative Agent): (a) An original the Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by Holdings, the Borrower and each BorrowerLoan Party, the Administrative Agent and Agent shall have accepted and executed this Amendmentcertain Revolving Lenders, who shall, collectively, represent the Required Revolving Lenders; (b) Evidence satisfactory all expenses required to be paid by (or on behalf of) the Borrower to the Administrative Agent that (including pursuant to Section 9.03 of the Life Insurance Policy remains Credit Agreement and pursuant to Section 6 hereof) on or before the Fourth Amendment Effective Date shall have been (or shall substantially contemporaneously be) paid in full force and effect and that in cash (to the Collateral Assignment of Life Insurance has been accepted by and duly recorded on extent invoiced at least three Business Days prior to the books and records of the insurance company that issued the Life Insurance PolicyFourth Amendment Effective Date); (c) Agent the representations and warranties set forth in Article 3 of the Credit Agreement shall have received be true and correct in all feesmaterial respects on and as of the Fourth Amendment Effective Date with the same effect as though such representations and warranties had been made on the Fourth Amendment Effective Date; provided that to the extent that any representation and warranty specifically refers to a given date or period, charges it shall be true and expenses due and payable to Agent and Lenders pursuant to this Amendment;correct in all material respects as of such date or for such period; and (d) no Event of Default under Section 7 of the Credit Agreement shall be continuing at the time of or immediately after giving effect to the effectiveness of this Amendment. By executing this Amendment, the Required Revolving Lenders and the Administrative Agent shall be deemed to have received consented to, approved or accepted, or be satisfied with, or have waived, each of the preceding conditions. The Administrative Agent shall post a written opinion notice of counsel for effectiveness and occurrence of the Borrowers in form and content satisfactory to the Agent in its Permitted DiscretionFourth Amendment Effective Date, addressed to the which shall be conclusive. The Administrative Agent and its counsel, the Revolving Lenders party hereto (who collectively represent the Required Revolving Lenders) acknowledge and covering such matters related to agree that the transactions contemplated hereby as the Agent may request (including, without limitation, as to authority, existence, incumbency and enforceability); (e) Borrowers shall have delivered to Agent updated, true and accurate amended and restated disclosure schedules to the Agreement (the "Amended and Restated Disclosure Schedules"), which Amended and Restated Disclosure Schedules shall be in form and substance satisfactory to Agent in its sole discretion; and (f) Agent shall have received a certificate of the corporate secretary or assistant secretary of each Borrower dated as of the date of this Amendment as to the incumbency and signature of the Persons executing this Fourth Amendment and the Loan Documents on behalf of such BorrowerEffective Date is June 10, in the form attached hereto as Exhibit 2(f)2020.

Fourth Amendment Effective Date. Upon receipt by Agent The effectiveness of each this Fourth Amendment is subject to the satisfaction (or written waiver) of the following, this Amendment shall be deemed to be effective following conditions (the "date of satisfaction of such conditions being referred to herein as the “Fourth Amendment Effective Date"”): (a) An original The Administrative Agent shall have received counterparts (or written evidence satisfactory to the Administrative Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart) of this Fourth Amendment duly executed by (i) each BorrowerLoan Party, (ii) the Administrative Agent, (iii) each Lender directly affected by the Fourth Amendment and Agent shall have accepted and executed this Amendment;(iv) the Lenders constituting the Required Term Lenders. (b) Evidence satisfactory to Agent that the Life Insurance Policy remains in full force and effect and that the Collateral Assignment of Life Insurance has been accepted by and duly recorded on the books and records of the insurance company that issued the Life Insurance Policy; (c) Agent The Borrower shall have received paid all fees, charges compensation and reasonable and documented expenses due and payable to Agent and Lenders pursuant to this Amendment; (d) Agent shall have received a written opinion of counsel for the Borrowers in form and content satisfactory to the Agent in its Permitted Discretion, addressed to the Agent and its counsel, and covering such matters related to the transactions contemplated hereby as the Agent may request (including, without limitation, as reasonable and documented legal fees and expenses to authoritythe extent invoiced at least three (3) Business Days prior to the Fourth Amendment Effective Date) of the Administrative Agent due and payable on or prior to the Fourth Amendment Effective Date, existencein each case, incumbency to the extent required to be paid pursuant to Section 11.04 of the Credit Agreement. (c) The Borrower shall have paid to the Administrative Agent, for the account of each Consenting Lender that executes and enforceability);delivers a signature page to this Fourth Amendment to the Administrative Agent on or prior to 5 p.m. EST on December 18, 2023, a consent fee (“Consent Fee”) equal to 0.50% of the outstanding principal amount of such Consenting Lender’s Term Loans that become Tranche B Term Loans on the Fourth Amendment Effective Date. Payment of each Consent Fee will be made in immediately available funds in Dollars and will not be subject to counterclaim or set-off for, or be otherwise affected by, any claim or dispute relating to any other matter. (d) No Default or Event of Default has occurred and is continuing on the Fourth Amendment Effective Date both before and immediately after giving effect to the transactions contemplated hereunder. (e) Borrowers Each of the representations and warranties made by any Loan Party in Article III of this Fourth Amendment, and in or pursuant to the Loan Documents shall have delivered to Agent updated, be true and accurate amended correct in all material respects on and restated disclosure schedules as of the Fourth Amendment Effective Date as if made on and as of the Fourth Amendment Effective Date, except to the Agreement (the "Amended extent that such representations and Restated Disclosure Schedules")warranties refer to an earlier date, in which Amended and Restated Disclosure Schedules case they shall be true and correct in form and substance satisfactory to Agent all material respects as of such earlier date; provided that, in its sole discretion; andeach case, such materiality qualifier shall not be applicable to (f) The Administrative Agent shall have received a certificate executed on behalf of the corporate secretary or assistant secretary Borrower by a Responsible Officer of each the Borrower dated as of the date of this Fourth Amendment Effective Date, certifying as to the incumbency matters set forth in paragraphs (c) and signature of the Persons executing this Fourth Amendment and the Loan Documents on behalf of such Borrower, in the form attached hereto as Exhibit 2(f).(d) above. ARTICLE III

Fourth Amendment Effective Date. Upon receipt by Agent The amendments set forth in Section 1 of each this Agreement shall become effective upon satisfaction of the following, this Amendment shall be deemed to be effective following conditions (the "“Fourth Amendment Effective Date"”): (a) An original the execution and delivery of this Amendment duly executed by the undersigned Loan Parties, Agent and each Borrower, and Agent shall have accepted and executed this AmendmentLender as of the date hereof; (b) Evidence satisfactory Agent shall have received a certificate of a duly authorized officer of or other person authorized to Agent that represent each applicable Loan Party, certifying (i) except as attached thereto, there have been no changes to the Life Insurance Policy remains Organization Documents of each applicable Loan Party previously delivered to Agent, and such Organization Documents are in full force and effect effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents to which such Loan Party is a party is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; (iii) all governmental and other third party approvals and consents, if any, with respect to this Agreement have been obtained and are in effect; and (iv) to the Collateral Assignment title, name and signature of Life Insurance has been accepted each Person authorized to sign the Loan Documents to which such Loan Party is a party. Agent may conclusively rely on this certificate until it is otherwise notified by and duly recorded on the books and records of the insurance company that issued the Life Insurance Policyapplicable Loan Party in writing; (c) Agent shall have received all feesa certificate, charges in form and expenses due and payable substance reasonably satisfactory to Agent and Lenders pursuant it, from a Responsible Officer of each Borrower certifying that, after giving effect to this AmendmentAmendment and the transactions hereunder, (i) the Canadian Borrower and its consolidated Restricted Subsidiaries, taken as a whole, and the U.S. Borrower and its consolidated Restricted Subsidiaries, taken as a whole, are Solvent; (ii) no Default or Event of Default exists; and (iii) the representations and warranties set forth in Section 9 of the Loan Agreement are true and correct in all material respects as of the Fourth Amendment Effective Date (or, with respect to representations and warranties qualified by materiality, in all respects) (except for representations and warranties that expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) as of such earlier date); (d) Agent shall have received a written opinion of counsel for the Borrowers in form UCC, PPSA, and content Lien searches and other evidence satisfactory to Agent that its Liens are the Agent in its only Liens upon the Collateral, except Permitted Discretion, addressed to the Agent and its counsel, and covering such matters related to the transactions contemplated hereby as the Agent may request (including, without limitation, as to authority, existence, incumbency and enforceability)Liens; (e) Borrowers Agent shall have delivered to received executed counterparts of that certain Fee Letter, dated as of the date hereof, by and between the Borrowers and Agent updated, true and accurate amended and restated disclosure schedules to the Agreement (the "Amended and Restated Disclosure Schedules"“Amendment Fee Letter”), which Amended and Restated Disclosure Schedules shall be in form and substance satisfactory to Agent in its sole discretion; and; (f) all accrued fees and expenses of Agent (including the fees and expenses of counsel (including any local counsel) for Agent) due from the Loan Parties on or prior to the Fourth Amendment Effective Date pursuant to the Loan Documents shall have been paid in full in cash, including all fees due and payable on the Fourth Amendment Effective Date pursuant to the Amendment Fee Letter; (g) Agent shall have received a certificate satisfactory opinions of counsel to the applicable Loan Parties, in each case, customary for transactions of this type (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of the corporate secretary Loan Documents) and of appropriate local counsel for Loan Parties organized under the law of Ohio and Ontario; and (h) to the extent reasonably requested by Agent or assistant secretary of any Lender at least 10 Business Days prior to the Fourth Amendment Effective Date, each Borrower dated shall have provided all documentation and other information as of Agent or any Lender shall have reasonably requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the date of this Amendment Patriot Act and Beneficial Ownership Regulation. If any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have provided a Beneficial Ownership Certification to the incumbency Agent and signature of the Persons executing this Fourth Amendment and the Loan Documents on behalf of Lenders in relation to such Borrower, in the form attached hereto as Exhibit 2(f).