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Exhibit 10(xlvi)
November 15, 1996
The North American Coal Corporation
00000 Xxxx Xxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Dear Sirs:
Reference is made to the Credit Agreement (the "Agreement") dated as of
September 27, 1991, among The North American Coal Corporation (the "Company"),
the banks listed therein and Xxxxxx Guaranty Trust Company of New York, as
Agent. The defined terms used herein shall have the respective meanings set
forth in the Agreement.
Pursuant to Section 5.11 of the Agreement, the Company is prohibited
from using the proceeds of any Loan, directly or indirectly, for the purpose of
buying or carrying "margin stock". The Company has requested that the Banks
waive the provisions of such Section 5.11 to permit the Company to advance to
NACCO the proceeds of Loans borrowed by the Company, to be used by NACCO to
purchase its Class A common stock pursuant to a Dutch auction self-tender offer
to be launched by NACCO on or about November 18, 1996 and in connection with a
latter open market purchase program by NACCO. The Banks hereby consent to the
use of proceeds described in the preceeding sentence and, solely to the extent
necessary to permit the advances to NACCO referred to above, waive the
provisions of Section 5.11 of the Agreement.
The Company hereby represents and warrants that on the date hereof (i)
there exists no default, nor any other event which upon notice or lapse of time
or both would constitute a default, under the Agreement and (ii) the Company is
in compliance with all of the terms and conditions of the Agreement. This waiver
and consent shall be effective only in this specific instance and for the sole
purposes described above and shall not be effective for any other purpose or in
regard to any other transaction.
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This waiver and consent shall become effective upon receipt by the
Agent of a counterpart of this letter from the Required Bank bearing the
signature of the Company.
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ Xxxx X. Xxxxxxx
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Title: Vice President
CITIBANK, N.A.
By: /s/ Xxxxxxxx Xxxxxxxxx
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Title: Vice President
XXXXX FARGO BANK (TEXAS), N.A.
By:
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Title:
KEY BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxxx Xxxx
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Title: Vice President
THE NORTH AMERICAN COAL CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxxxxx
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Title: Assistant Secretary
