-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IzspeRMxcRHmPGXP4WLkAquPCbzQWgcrvkxfnsaErgEv8GgIknexX1+VSpKSvyEi AoH8rf8dUg0RS1klF+JkMQ== 0000950152-05-001228.txt : 20050215 0000950152-05-001228.hdr.sgml : 20050215 20050214173141 ACCESSION NUMBER: 0000950152-05-001228 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050215 DATE AS OF CHANGE: 20050214 GROUP MEMBERS: BRUCE T. RANKIN GROUP MEMBERS: CLAIBORNE R. RANKIN GROUP MEMBERS: CLARA L. T. RANKIN GROUP MEMBERS: RANKIN ASSOCIATES IV, L.P. GROUP MEMBERS: ROGER F. RANKIN GROUP MEMBERS: THOMAS T. RANKIN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RANKIN ALFRED M ET AL CENTRAL INDEX KEY: 0000904532 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 5875 LANDERBROOK DR STREET 2: NACCO INDUSTRIES INC CITY: MAYFIELD STATE: OH ZIP: 44124 MAIL ADDRESS: STREET 1: 5875 LANDERBROOK DR CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NACCO INDUSTRIES INC CENTRAL INDEX KEY: 0000789933 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL TRUCKS TRACTORS TRAILERS & STACKERS [3537] IRS NUMBER: 341505819 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-38001 FILM NUMBER: 05613069 BUSINESS ADDRESS: STREET 1: 5875 LANDERBROOK DR CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124-4017 BUSINESS PHONE: 4404499668 MAIL ADDRESS: STREET 1: 5875 LANDERBRROK DR CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124 SC 13D 1 l12127asc13d.htm NACCO INDUSTRIES, INC./RANKIN ET AL SC 13D NACCO Industries, Inc. SC 13D
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 19341

NACCO Industries, Inc.

(Name of Issuer)

Class A Common Stock, par value $1.00 per share

(Title and Class of Securities)

629579 10 3

(CUSIP Number)

Alfred M. Rankin, Jr.
5875 Landerbrook Drive
Cleveland, Ohio 44124-4017
(216) 449-9600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 7, 2005

(Date of Event which Requires Filing of this Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

     Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)
(Page 1 of 18 Pages)

     1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

     
 
CUSIP No. 629579 10 3
 Schedule 13D
Page 2 of 18 Pages
             
1
   NAME OF REPORTING PERSONS        
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)        
   
Rankin Associates IV, L.P.
        
 
2
   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)
(b) 		  o
þ
 
3
   SEC USE ONLY        
 
4
   SOURCE OF FUNDS*        
 
   
OO -- See Item 3.
        
5
   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)       o
 
6
   CITIZENSHIP OR PLACE OF ORGANIZATION        
 
    Delaware        
   
7
  SOLE VOTING POWER
 
NUMBER OF      
0
SHARES
BENEFICIALLY  
8
  SHARED VOTING POWER
OWNED BY        
EACH REPORTING      
0
PERSON WITH
   
9
  SOLE DISPOSITIVE POWER
         
       
0
 
   
10
  SHARED DISPOSITIVE POWER
 
       
0
11
   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
 
   
0
   
12
   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
 
 
13
   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    
 
   
0.0%
    
14
   TYPE OF REPORTING PERSON*    
 
   
PN
   
*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

     
 
CUSIP No. 629579 10 3
 Schedule 13D
Page 3 of 18 Pages
             
1
   NAME OF REPORTING PERSONS        
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)        
   
Alfred M. Rankin, Jr.
        
 
2
   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)
(b) 		  o
þ
 
3
   SEC USE ONLY        
 
4
   SOURCE OF FUNDS*        
 
   
OO -- See Item 3.
        
5
   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)       o
 
6
   CITIZENSHIP OR PLACE OF ORGANIZATION        
 
    USA        
   
7
  SOLE VOTING POWER
 
NUMBER OF      
123,119
SHARES
BENEFICIALLY  
8
  SHARED VOTING POWER
OWNED BY        
EACH REPORTING      
939,821
PERSON WITH
   
9
  SOLE DISPOSITIVE POWER
         
       
123,119
 
   
10
  SHARED DISPOSITIVE POWER
 
       
939,821
11
   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
 
   
1,062,940
   
12
   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
 
 
13
   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    
 
   
16.1%
    
14
   TYPE OF REPORTING PERSON*    
 
   
IN
   
*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

     
 
CUSIP No. 629579 10 3
 Schedule 13D
Page 4 of 18 Pages
             
1
   NAME OF REPORTING PERSONS        
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)        
   
Thomas T. Rankin
        
 
2
   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)
(b) 		  o
þ
 
3
   SEC USE ONLY        
 
4
   SOURCE OF FUNDS*        
 
   
OO -- See Item 3.
        
5
   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)       o
 
6
   CITIZENSHIP OR PLACE OF ORGANIZATION        
 
    USA        
   
7
  SOLE VOTING POWER
 
NUMBER OF      
57,027
SHARES
BENEFICIALLY  
8
  SHARED VOTING POWER
OWNED BY        
EACH REPORTING      
751,782
PERSON WITH
   
9
  SOLE DISPOSITIVE POWER
         
       
57,027
 
   
10
  SHARED DISPOSITIVE POWER
 
       
751,782
11
   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
 
   
808,809
   
12
   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
 
 
13
   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    
 
   
12.3%
    
14
   TYPE OF REPORTING PERSON*    
 
   
IN
   
*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

     
 
CUSIP No. 629579 10 3
 Schedule 13D
Page 5 of 18 Pages
             
1
   NAME OF REPORTING PERSONS        
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)        
   
Claiborne R. Rankin
        
 
2
   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)
(b) 		  o
þ
 
3
   SEC USE ONLY        
 
4
   SOURCE OF FUNDS*        
 
   
OO -- See Item 3.
        
5
   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)       o
 
6
   CITIZENSHIP OR PLACE OF ORGANIZATION        
 
    USA        
   
7
  SOLE VOTING POWER
 
NUMBER OF      
38,045
SHARES
BENEFICIALLY  
8
  SHARED VOTING POWER
OWNED BY        
EACH REPORTING      
770,354
PERSON WITH
   
9
  SOLE DISPOSITIVE POWER
         
       
38,045
 
   
10
  SHARED DISPOSITIVE POWER
 
       
770,354
11
   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
 
   
808,399
   
12
   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
 
 
13
   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    
 
   
12.3%
    
14
   TYPE OF REPORTING PERSON*    
 
   
IN
   
*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

     
 
CUSIP No. 629579 10 3
 Schedule 13D
Page 6 of 18 Pages
             
1
   NAME OF REPORTING PERSONS        
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)        
   
Roger F. Rankin
        
 
2
   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)
(b) 		  o
þ
 
3
   SEC USE ONLY        
 
4
   SOURCE OF FUNDS*        
 
   
OO -- See Item 3.
        
5
   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)       o
 
6
   CITIZENSHIP OR PLACE OF ORGANIZATION        
 
    USA        
   
7
  SOLE VOTING POWER
 
NUMBER OF      
75,210
SHARES
BENEFICIALLY  
8
  SHARED VOTING POWER
OWNED BY        
EACH REPORTING      
744,838
PERSON WITH
   
9
  SOLE DISPOSITIVE POWER
         
       
75,210
 
   
10
  SHARED DISPOSITIVE POWER
 
       
744,838
11
   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
 
   
820,048
   
12
   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
 
 
13
   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    
 
   
12.4%
    
14
   TYPE OF REPORTING PERSON*    
 
   
IN
   
*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

     
 
CUSIP No. 629579 10 3
 Schedule 13D
Page 7 of 18 Pages
             
1
   NAME OF REPORTING PERSONS        
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)        
   
Clara L. T. Rankin
        
 
2
   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)
(b) 		  o
þ
 
3
   SEC USE ONLY        
 
4
   SOURCE OF FUNDS*        
 
   
OO -- See Item 3.
        
5
   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)       o
 
6
   CITIZENSHIP OR PLACE OF ORGANIZATION        
 
    USA        
   
7
  SOLE VOTING POWER
 
NUMBER OF      
0
SHARES
BENEFICIALLY  
8
  SHARED VOTING POWER
OWNED BY        
EACH REPORTING      
14,000
PERSON WITH
   
9
  SOLE DISPOSITIVE POWER
         
       
0
 
   
10
  SHARED DISPOSITIVE POWER
 
       
414,000
11
   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
 
   
414,000
   
12
   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
 
 
13
   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    
 
   
6.3%
    
14
   TYPE OF REPORTING PERSON*    
 
   
IN
   
*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

     
 
CUSIP No. 629579 10 3
 Schedule 13D
Page 8 of 18 Pages
             
1
   NAME OF REPORTING PERSONS        
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)        
   
Bruce T. Rankin
        
 
2
   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)
(b) 		  o
þ
 
3
   SEC USE ONLY        
 
4
   SOURCE OF FUNDS*        
 
   
OO -- See Item 3.
        
5
   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)       o
 
6
   CITIZENSHIP OR PLACE OF ORGANIZATION        
 
    USA        
   
7
  SOLE VOTING POWER
 
NUMBER OF      
0
SHARES
BENEFICIALLY  
8
  SHARED VOTING POWER
OWNED BY        
EACH REPORTING      
0
PERSON WITH
   
9
  SOLE DISPOSITIVE POWER
         
       
0
 
   
10
  SHARED DISPOSITIVE POWER
 
       
738,295
11
   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
 
   
738,295
   
12
   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
 
 
13
   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    
 
   
11.2%
    
14
   TYPE OF REPORTING PERSON*    
 
   
IN
   
*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

     
 
CUSIP No. 629579 10 3
 Schedule 13D
Page 9 of 18 Pages
 

     The undersigned reporting persons hereby file the Schedule 13D (this “Schedule 13D”) in connection with (a) the formation of Rankin Associates IV, L.P., a Delaware limited partnership (the “Partnership”); (b) the execution of the Amended and Restated Limited Partnership Agreement of the Partnership, dated as of February 7, 2005 (the “Partnership Agreement”), attached hereto as Exhibit 1 and incorporated herein by reference; and (c) the transactions contemplated in the Letter Agreement, dated as of February 7, 2005 (the “Letter Agreement”), among the partners of Rankin Associates II, L.P., a Delaware limited partnership (“Rankin II”), attached hereto as Exhibit 2 and incorporated herein by reference.

Item 1. Security and Issuer.

     This statement relates to Class A Common Stock, par value $1.00 per share (“Class A Common”), of NACCO Industries, Inc. (the “Company”). The principal executive offices of the Company are located at 5875 Landerbrook Drive, Cleveland, Ohio 44124-4017.

Item 2. Identity and Background.

     (a) — (c) Pursuant to Rules 13D-1(f)(1)-(2) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934 (the “Act”), this Schedule 13D is filed on behalf of the Partnership, the General Partners of the Partnership (the “General Partners”), the Limited Partners of the Partnership (the “Limited Partners”), and the persons who are trustees or primary beneficiaries of the General Partners and Limited Partners (collectively, the “Reporting Individuals,” and together with the Partnership (the “Reporting Persons”). The Reporting Persons may be deemed as a group, pursuant to Rule 13D-5(b)(1), to have acquired beneficial ownership of the 400,000 shares of Class A Common held by the Partnership.

     Although the Reporting Persons are making this joint filing, except as otherwise set forth in this filing, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists within the meaning of the Act.

     The name, state of organization, principal business, address of the principal business and the address of the principal office for the Partnership is as follows:

     Ranking Associates IV, L.P., is a Delaware limited partnership. Its principal business is to hold under common management shares of Class A Common and Class B Common Stock, par value $1.00 per share (“Class B Common”), of the Company beneficially owned by the Reporting Individuals. The address of its principal business and its principal office is Suite 300, 5875 Landerbrook Drive, Cleveland, Ohio 44124-4017. The General Partners are the following trusts: (a) the Trust created by the Agreement, dated as of September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Alfred M. Rankin, Jr., creating a trust for the benefit of Alfred M. Rankin, Jr. (the “Alfred Rankin Trust”), (b) the Trust created by the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin (the “Claiborne Rankin Trust”), (c) the Trust created by the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin (the “Roger Rankin Trust”), and (d) the Trust created by the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin (the “Thomas Rankin Trust”). The trustee and primary beneficiary of each General

 

 

     
 
CUSIP No. 629579 10 3
 Schedule 13D
Page 10 of 18 Pages
 

Partner is a Reporting Individual. The Limited Partners are the following trusts: (a) the Alfred Rankin Trust, (b) the Claiborne Rankin Trust, (iii) the Roger Rankin Trust, (c) the Thomas Rankin Trust, (d) the Trust created by the Agreement, dated July 20, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. Rankin, creating a trust for the benefit of Clara T. Rankin (successor in interest to the Trust created by the Agreement, dated July 12, 1967, as supplemented, amended and restated, between National City Bank, as trustee, and Clara T. Rankin, creating a trust for the benefit of Clara T. Rankin) (the “Clara Rankin Trust”); and (e) the Trust created by the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Bruce T. Rankin, creating a trust for the benefit of Bruce T. Rankin (successor in interest to the Trust created by the Agreement, dated August 12, 1974, as supplemented, amended and restated, between National City Bank, as trustee, and Bruce T. Rankin, creating a trust for the benefit of Bruce T. Rankin) (the “Bruce Rankin Trust”). The trustee and primary beneficiary of each Limited Partner is a Reporting Individual.

     The names, and, for purposes of this filing, the business address, and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, for the Reporting Individuals are as follows:

           Clara L. T. Rankin. Mrs. Rankin’s business address is 5875 Landerbrook Drive, Cleveland, Ohio 44124-4017. She is not employed.

           Alfred M. Rankin, Jr. Mr. Rankin’s business address is 5875 Landerbrook Drive, Cleveland, Ohio 44124-4017. He is Chairman, President and Chief Executive Officer of the Company, which is a holding company whose principal operating subsidiaries function in three principal businesses, lignite mining, lift trucks and housewares.

           Thomas T. Rankin. Thomas T. Rankin’s business address is 5204 Patterson Avenue, Suite C, Richmond, Virginia 23221. He is the owner of Cross-Country Marketing, a food brokerage business.

           Claiborne R. Rankin. Claiborne R. Rankin’s business address is Suite 300, 5875 Landerbrook Drive, Cleveland, Ohio 44124-4017. He is employed by Sycamore Partners, LLC, a venture capital firm.

           Roger F. Rankin. Roger F. Rankin’s resident address is 1449 Carpenter Road, P.O. Box 550, Gates Mills, Ohio 44040. He does personal investment work at the same address.

           Bruce T. Rankin. Mr. Rankin’s business address is 5875 Landerbrook Drive, Cleveland, Ohio 44124-4017. He is not employed.

     (d) None of the persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

     (e) None of the persons identified in this Item 2 has, during the last five years, been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

 

     
 
CUSIP No. 629579 10 3
 Schedule 13D
Page 11 of 18 Pages
 

     (f) All of the Reporting Individuals identified in this Item 2 are citizens of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

     The Partnership acquired the Class A Common from Rankin II. Rankin II transferred 400,000 shares of Class A Common to the Partnership, pursuant to the terms and conditions of the Letter Agreement.

Item 4. Purpose of Transaction.

     The purpose of forming the Partnership, entering into the Partnership Agreement and the acquisition of shares of Class A Common is to provide a vehicle for exchanging Class A Common for shares of Class B Common in the registered exchange offer being made pursuant to the terms and conditions set forth in the Registration Statement, initially filed by the Company on January 12, 2005 (Registration Number 333-121996), as amended, which was declared effective February 7, 2005 (as amended, the “Registration Statement”).

     Except as expressly set forth herein, the Reporting Persons do not have any present plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company, except acquisitions or dispositions in the ordinary course consistent with such Reporting Person’s past practices; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company’s business or corporate structure; (g) changes in the Company’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted form a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

     (a) — (b) Pursuant to the Act and regulations thereunder, the Reporting Persons may be deemed as a group to have beneficial ownership of 400,000 shares of the Class A Common, the aggregate number of shares of Class A Common that are held by the Partnership, which amount represents approximately 6.1% of the Class A Common outstanding as of December 31, 2004.

     Each of the Reporting Persons has, as of February 7, 2005, sole or shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition of Class A Common as follows:

           Rankin Associates IV, L.P. Although the Partnership beneficially owns the 400,000 shares of Class A Common, it does not have any power to vote or to dispose of shares of Class A Common. Voting control of the Class A Common held by the Partnership is exercised by the General

 

 

     
 
CUSIP No. 629579 10 3
 Schedule 13D
Page 12 of 18 Pages
 

Partners and the power to dispose of the Class A Common is shared by all the General Partners and Limited Partners, as more fully described below.

           Clara L. T. Rankin. Mrs. Rankin, as primary beneficiary of the Clara Rankin Trust, which is a Limited Partner, shares the power to dispose of the 400,000 shares of Class A Common held by the Partnership with the other trustees and primary beneficiaries of the General Partners and the other Limited Partners. In addition, Mrs. Rankin has a reversionary interest in 14,000 shares of Class A Common held by an irrevocable trust created by the Agreement, dated December 18, 1963, with National City Bank, a national banking association (“NCB”), as trustee, for the benefit of Elizabeth E. Brown. Mrs. Rankin, as an advisor to such trust, shares with NCB the power to vote and dispose of such 14,000 shares. Collectively, the 414,000 shares of Class A Common with respect to which Mrs. Rankin shares the power to dispose constitute approximately 6.3% of the Class A Common outstanding on December 31, 2004. NCB is a national banking association with its principal business and office location at 1900 East 9th Street, Cleveland, Ohio 44113. To the knowledge of the Reporting Persons, during the last five years, NCB has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which NCB was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

           Alfred M. Rankin, Jr. Mr. Rankin (a) shares with NCB the power to vote and dispose of 2,000 shares of Class A Common pursuant to an agreement with his mother (Clara L. T. Rankin), creating a charitable trust for 20 years and then for the benefit of her grandchildren; (b) shares with his mother the power to vote and dispose of 32,800 shares of Class A Common pursuant to an agreement with his mother, creating a trust for the benefit of her grandchildren; (c) shares with NCB the power to vote and dispose of 26,608 shares of Class A Common held by the A.M. Rankin Sr. GST Trust A for the benefit of Alfred M. Rankin, Sr.’s grandchildren; (d) shares with his child the power to vote and dispose of 37,917 shares of Class A Common held in trust for the benefit of that child; (e) shares with a second child the power to vote and dispose of 37,917 shares of Class A Common held in trust for the benefit of that child; (f) shares with Rankin Management, Inc. and the other partners of Rankin II the power to dispose of 338,295 shares of Class A Common held by the partnership; (g) as trustee and primary beneficiary of the Alfred Rankin Trust, which is a General Partner, shares the power to vote the 400,000 shares of Class A Common held by the Partnership with the other trustees and primary beneficiaries of the other General Partners, (h) as a trustee and primary beneficiary of a General Partner and a Limited Partner, shares the power to dispose of the 400,000 shares of Class A Common held by the Partnership with the other trustees and primary beneficiaries of the other General Partners and other Limited Partners, (i) has the sole power to vote and dispose of 106,615 shares of Class A Common under the Alfred Rankin Trust; (j) has the sole power to vote and dispose of 2,504 shares of Class A Common held by Alfred M. Rankin, Jr.’s 2005 Qualified Annuity Interest Trust; (k) shares with NCB the power to vote and dispose of 30,000 shares of Class A Common held in a revocable trust for the benefit of his mother; (l) has the sole power to vote and dispose of an additional 14,000 shares of Class A Common held by him directly; (m) shares with his mother the power to vote and dispose of 14,000 shares of Class A Common held in trust for the benefit of his mother; and (n) is deemed to share with his spouse the power to vote and dispose of 20,284 shares of Class A Common owned by his spouse. Collectively, the 1,062,940 shares of Class A Common beneficially owned by Mr. Rankin constitute approximately 16.1% of the Class A Common outstanding on December 31, 2004. The business address of each of Clara L. T. Rankin and Victoire G. Rankin is 5875 Landerbrook Drive, Cleveland, Ohio 44124-4017. Clara L. T. Rankin and Victoire G. Rankin are not employed. The business address of Helen Rankin Butler is Camp Aloha Hive, RR #1, Box 289, Fairlee, Vermont 05045. Mrs. Butler is employed as the Director of Camp Aloha Hive. To the

 

 

     
 
CUSIP No. 629579 10 3
 Schedule 13D
Page 13 of 18 Pages
 

knowledge of the Reporting Persons, during the last five years, Helen Rankin Butler, Clara L. T. Rankin or Victoire G. Rankin have not (individually or collectively) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which they were or are subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

           Thomas T. Rankin. Mr. Rankin (a) has sole power to vote and dispose of 57,027 shares of Class A Common under the Thomas Rankin Trust; (b) is deemed to share with his spouse (Corbin K. Rankin) the power to vote and to dispose of 2,900 shares of Class A Common owned by his spouse; (c) shares as co-trustee with his child (Mathew M. Rankin) of a trust for the benefit of that child the power to vote and dispose of 10,587 shares of Class A Common; (d) shares with Rankin Management, Inc. and the other partners of Rankin II the power to dispose of 338,295 shares of the Class A Common held by Rankin II; (e) as trustee and primary beneficiary of the Thomas Rankin Trust, which is a General Partner, shares the power to vote the 400,000 shares of Class A Common held by the Partnership with the other trustees and primary beneficiaries of the other General Partners; and (f) as a trustee and primary beneficiary of a General Partner and a Limited Partner, shares the power to dispose of the 400,000 shares of Class A Common held by the Partnership with the other trustees and primary beneficiaries of the other General Partners and other Limited Partners. Collectively, the 808,809 shares of Class A Common beneficially owned by Mr. Rankin constitute approximately 12.3% of the Class A Common outstanding on December 31, 2004. The business address of Corbin K. Rankin is 5204 Patterson Avenue, Suite C, Richmond, Virginia 23221. She is not employed. The business address of Mathew M. Rankin is 300 N. Greene St., Suite 500, Greensboro, North Carolina 27401. He is a corporate banker for Wachovia Bank. To the knowledge of the Reporting Persons, during the last five years, Corbin K. Rankin and Mathew M. Rankin have not (individually or collectively) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), have not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which they were or are subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

           Claiborne R. Rankin. Mr. Rankin (a) has sole power to vote and dispose of 38,045 shares of Class A Common under the Claiborne Rankin Trust; (b) is deemed to share, as trustee, the power to vote and dispose of 7,790 shares of Class A Common held in trust for the benefit of his child (Claiborne R. Rankin, Jr.); (c) is deemed to share, as trustee, the power to vote and dispose of 4,850 shares of Class A Common held in trust for the benefit of a second child (Julie L. Rankin); (d) is deemed to share, as trustee, the power to vote and dispose of 10,124 shares of Class A Common held in trust for the benefit of a third child (Chloe R. Seelbach); (e) is deemed to share with his spouse (Chloe O. Rankin) the power to vote and dispose of 9,295 shares of Class A Common owned by his spouse; (f) shares with Rankin Management, Inc. and the other partners of Rankin II the power to dispose of 338,295 shares of Class A Common held by Rankin II; (g) as trustee and primary beneficiary of the Thomas Rankin Trust, which is a General Partner, shares the power to vote the 400,000 shares of Class A Common held by the Partnership with the other trustees and primary beneficiaries of the other General Partners; and (h) as a trustee and primary beneficiary of a General Partner and a Limited Partner, shares the power to dispose of the 400,000 shares of Class A Common held by the Partnership with the other trustees and primary beneficiaries of the other General Partners and other Limited Partners. Collectively, the 808,399 shares of Class A Common beneficially owned by Mr. Rankin constitute approximately 12.3% of the Class A Common outstanding on December 31, 2004. Claiborne R. Rankin Jr.’s business address is One South Wacker Drive, 35th Floor, Chicago, Illinois, 60606-4685. He is a Sales and Marketing Associate with Stein Roe Investment Counsel. Chloe R. Seelbach’s business address is 436 West Roslyn Place,

 

 

     
 
CUSIP No. 629579 10 3
 Schedule 13D
Page 14 of 18 Pages
 

Apartment 3, Chicago, Illinois 60614. She is a project manager with KLI Learning Corporation. Julia L. Rankin’s resident address is 36779 Cedar Road, Gates Mills, Ohio 44040. She is a student. Chloe O. Rankin’s business address is 5875 Landerbrook Drive, Cleveland, Ohio 44124-4017. She is not employed. To the knowledge of the Reporting Persons, during the last five years, Claiborne R. Rankin, Jr., Julia L. Rankin, Chloe R. Seelbach and Chloe O. Rankin have not (individually or collectively) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), have not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which they were or are subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

           Roger F. Rankin. Mr. Rankin (a) has sole power to vote and dispose of 75,210 shares of Class A Common under the Roger Rankin Trust; (b) is deemed to share with his spouse (Alison A. Rankin) the power to vote and dispose of 3,015 shares of Class A Common held in trust for their child, and 1,128 shares of Class A Common held in trust for a second child held by his spouse as trustee of both trusts; (c) is deemed to share with his spouse the power to vote and dispose of 2,400 shares of Class A Common owned by his spouse; (d) shares with Rankin Management, Inc. and the other partners of Rankin II the power to dispose of 338,295 shares of Class A Common held by Rankin II; (e) as trustee and primary beneficiary of the Claiborne Rankin Trust, which is a General Partner, shares the power to vote and to dispose of the 400,000 shares of Class A Common held by the Partnership with the other trustees and primary beneficiaries of the other General Partners; and (f) as a trustee and primary beneficiary of a General Partner and a Limited Partner, shares the power to dispose of the 400,000 shares of Class A Common held by the Partnership with the other trustees and primary beneficiaries of the other General Partners and other Limited Partners. Collectively, the 820,408 shares of Class A Common beneficially owned by Mr. Rankin constitute approximately 12.4% of the Class A Common outstanding on December 31, 2004. Alison A. Rankin’s business address is P.O. Box 550, Gates Mills, Ohio 44040. She is not employed. To the knowledge of the Reporting Persons, during the last five years, Alison A. Rankin has not (individually or collectively) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which she is or was subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

           Bruce T. Rankin. As a primary beneficiary of a Limited Partner, shares the power to dispose of the 400,000 shares of Class A Common held by the Partnership with the other trustees and primary beneficiaries of the General Partners and the other Limited Partners. As the primary beneficiary of the Bruce Rankin Trust, Mr. Rankin also shares with the partners of Rankin II the power to dispose of 338,295 shares for Class A Common held by Rankin II. Collectively, the 738,295 shares of Class A Common beneficially owned by Mr. Rankin constitute approximately 11.2% of the Class A Common outstanding on December 31, 2004.

          (c) Except as otherwise provided herein, there have been no transactions in shares of Class A Common effected during the past 60 days by the Reporting Persons.

           (d) No other person is known by the undersigned to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common which is held by the Partnership.

           (e) Not applicable.

 

 

     
 
CUSIP No. 629579 10 3
 Schedule 13D
Page 15 of 18 Pages
 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

     (a) Under the terms of the Partnership Agreement, the General Partners share the power to vote the Class A Common held by the Partnership. Further, under such terms, the General Partners generally exercise such power by a vote of the General Partners holding a majority of the general partnership interests.

     (b) Under the terms of the Partnership Agreement, the Partnership may not dispose of Class A Common without the consent of partners holding more than 75% of the general partnership interests and the consent of the holders of more than 75% of all partnership interests, including the general partnership interests, in the Partnership (the “Partnership Interests”).

     (c) Each of the Reporting Persons is a party to the Stockholders’ Agreement, dated as of March 15, 1990, as amended (the “NACCO Stockholders’ Agreement,” attached hereto as Exhibit 3 and incorporated herein in its entirety), among the Company, National City Bank, (Cleveland, Ohio), as successor depository (the “Depository”) and the individuals, custodianships and trusts listed therein and thus is a “Participating Stockholder” within the meaning of the NACCO Stockholders’ Agreement.

     The NACCO Stockholders’ Agreement requires a Participating Stockholder to offer the shares of Class B Common beneficially owned by such Participating Stockholder to all of the other Participating Stockholders upon the occurrence of either of the following: (a) the proposed conversion of shares of Class B Common by such Participating Stockholder into shares of Class A Common, and (b) the proposed sale, transfer or other disposition of Class B Common by such Participating Stockholder to any permitted transferee (under the terms of the Class B Common) who is not a signatory to the NACCO Stockholders’ Agreement. In either of these cases, the Participating Stockholder proposing to enter into one of these transactions must notify all other Participating Stockholders of such proposed transaction and then must allow each such other Participating Stockholder the opportunity to purchase such Participating Stockholder’s pro rata portion of the shares of Class B Common which are subject to the proposed transaction in accordance with the procedures described below. The NACCO Stockholders’ Agreement, however, does not restrict transfers of Class B Common among the Participating Stockholders or any other permitted transferee who becomes a signatory to the NACCO Stockholders’ Agreement.

     A Participating Stockholder proposing to engage in a transaction triggering a right of first refusal must first give written notice of the proposed transaction by registered mail to the Depository. The Depository, in turn, is required to send such notice promptly to all of the other Participating Stockholders and to the Company. Following receipt of such notice, each other Participating Stockholder will have seven business days to elect whether or not to purchase his, her or its pro rata portion of the shares of the Class B Common which have triggered the right of first refusal. A Participating Stockholder’s pro rata portion will be determined by dividing the number of shares of Class B Common which such person owns by the number of shares of Class B Common which are owned by all of the other Participating Stockholders who similarly may elect to purchase the shares of Class B Common which have triggered the right of first refusal. A notice electing to purchase a pro rata portion of the shares of Class B Common must be sent to the Depository by the end of the seven business day period. If the other Participating Stockholders electing to purchase do not elect to purchase all of the shares of Class B Common being offered, then such other Participating Stockholders have an additional five business days to agree among themselves how to allocate the shares not purchased. If they cannot reach an agreement, the allocation shall be pro rata. If there are still shares of Class B Common which are not purchased following such allocation, then the Company shall have an additional three business days to decide whether or not to

 

 

     
 
CUSIP No. 629579 10 3
 Schedule 13D
Page 16 of 18 Pages
 

purchase the remaining shares. The Company, however, is under no obligation to purchase any such shares.

     Following the completion of such procedures, the Participating Stockholder who has triggered the right of first refusal is free, for a period of 30 business days, to convert the shares of Class B Common, if any, which remain, into shares of Class A Common. If the Participating Stockholder had originally proposed to transfer the shares, such Participating Stockholder would be free to transfer shares of Class A Common in accordance with the originally proposed transaction.

     Participating Stockholders who elect to exercise the right of first refusal and purchase shares of Class B Common may pay for such shares in cash, an equivalent number of shares of Class A Common, or in a combination of cash and shares of Class A Common. The purchase price to be paid is the higher of what is specified in the notice sent by the Participating Stockholder who has triggered the right of first refusal and the average of the last sales price of Class A Common on the New York Stock Exchange for the five days prior to the date of such notice.

     The NACCO Stockholders’ Agreement only restricts the conversion or the sales or other disposition outside of the NACCO Stockholders’ Agreement, of shares of Class B Common held by each Participating Stockholder. The NACCO Stockholders’ Agreement does not restrict in any respect how a Participating Stockholder may vote the shares of Class B Common which are subject to the terms of the NACCO Stockholders’ Agreement.

     Effective February 7, 2005, each of the Company, the Depository and the Participating Stockholders executed an Amendment to Stockholders’ Agreement amending the Stockholders’ Agreement pursuant to which the Partnership became a Participating Stockholder under the NACCO Stockholders’ Agreement.

     Except as set forth above in this Schedule 13D and the exhibits attached hereto, none of the persons named in response to Item 2 hereof have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including but not limited to transfer or voting of any such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits or loss, or the giving or withholding of proxies.

 

 

     
 
CUSIP No. 629579 10 3
 Schedule 13D
Page 17 of 18 Pages
 

Item 7. Material to be Filed As Exhibits.

     
Exhibit 1.
  Amended and Restated Limited Partnership Agreement, dated as of February 7, 2005, of Rankin Associates IV, L.P.
 
    
Exhibit 2.
  Letter Agreement, dated February 7, 2005, between the partners of Rankin Associates II, L.P.
 
    
Exhibit 3.
  Stockholders’ Agreement, dated as of March 15, 1990, as amended, by and among the Company, National City Bank, (Cleveland, Ohio), as depository, and the Participating Stockholders (as such term is defined therein), incorporated by reference to the exhibits to the Schedule 13D (Commission File No. 005-38001), as amended, initially filed on March 29, 1990 by the Participating Stockholders under the NACCO Stockholders’ Agreement, and the exhibits attached to the amendments to such Schedule 13D.

[Remainder of page is left intentionally blank. Signatures begin on next page.]

 

 

     
 
CUSIP No. 629579 10 3
 Schedule 13D
Page 18 of 18 Pages
 

SIGNATURES

     After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2005

Name: RANKIN ASSOCIATES IV, L.P.

By: Its General Partner:

Trust created by the Agreement, dated as of
September 28, 2000, as supplemented, amended and
restated, between Alfred M. Rankin, Jr., as
trustee, and Alfred M. Rankin, Jr., creating a
trust for the benefit of Alfred M. Rankin, Jr.

By: /s/ Alfred M. Rankin, Jr.

Alfred M. Rankin, Jr., Trustee

REPORTING INDIVIDUALS

By: /s/ Alfred M. Rankin, Jr.

Alfred M. Rankin Jr. on behalf of himself and as:

Attorney-in-Fact for Clara L. T. Rankin*
Attorney-in-Fact for Thomas T. Rankin*
Attorney-in-Fact for Claiborne R. Rankin*
Attorney-in-Fact for Roger F. Rankin*
Attorney-in-Fact for Bruce T. Rankin*

The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 1.

 

EX-8 2 l12127aexv8.txt EXHIBIT 8 AMENDED AND RESTATED PARTNERSHIP AGREEMENT Exhibit 1 AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF RANKIN ASSOCIATES IV, L.P. THE INTERESTS OF THIS PARTNERSHIP HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED OR ASSIGNED IN VIOLATION OF THE PROVISIONS THEREOF. IN ADDITION, TRANSFERS OF THE INTERESTS OF THIS PARTNERSHIP ARE RESTRICTED AS PROVIDED IN THIS AGREEMENT. Dated as of February 7, 2005 TABLE OF CONTENTS
Page ---- 1. DEFINITIONS.................................................................................. 1 1.1 "Act"............................................................................... 1 1.2 "Agreement"......................................................................... 1 1.3 "Applicable NACCO Class A Closing Price Average".................................... 1 1.4 "Arbitrable Dispute"................................................................ 1 1.5 "Authorized Transferee"............................................................. 2 1.6 "Bankrupt Partner".................................................................. 2 1.7 "Capital Account"................................................................... 2 1.8 "Capital Contributions"............................................................. 2 1.9 "Certificate"....................................................................... 2 1.10 "Charitable Organization"........................................................... 2 1.11 [Intentionally Omitted]............................................................. 3 1.12 "Closing"........................................................................... 3 1.13 "Code".............................................................................. 3 1.14 "Entity"............................................................................ 3 1.15 "Fair Market Value"................................................................. 3 1.16 "Family Beneficiaries".............................................................. 3 1.17 "Family Group"...................................................................... 3 1.18 "Family Group Head"................................................................. 3 1.19 "Family Holder"..................................................................... 3 1.20 "Family Member"..................................................................... 3 1.21 "Final Appraiser"................................................................... 3 1.22 "Final Valuation"................................................................... 3 1.23 "First Appraised Value"............................................................. 3 1.24 "First Appraiser"................................................................... 3 1.25 "Former Partner".................................................................... 4 1.26 "General Partnership Interest"...................................................... 4 1.27 "General Partner"................................................................... 4 1.28 "Independent Appraiser"............................................................. 4 1.29 "Independent Valuation"............................................................. 4 1.30 "Initial Value"..................................................................... 4 1.31 "Limited Partner"................................................................... 4 1.32 "Limited Partnership Interest"...................................................... 5 1.33 "NACCO"............................................................................. 5 1.34 "NACCO Class A Shares".............................................................. 5 1.35 "NACCO Class B Shares".............................................................. 5 1.36 "NACCO Stockholders' Agreement"..................................................... 5 1.37 "NACCO Restated Certificate"........................................................ 5 1.38 "Net Operating Cash Flow"........................................................... 5 1.39 "Net Income" or "Net Loss".......................................................... 5 1.40 "Net Value"......................................................................... 6 1.41 "Objecting Party"................................................................... 6 1.42 "Offered Interests"................................................................. 6
i TABLE OF CONTENTS (continued)
Page ---- 1.43 "Original Holders".................................................................. 6 1.44 "Outstanding Remaining Interests"................................................... 6 1.45 "Partner"........................................................................... 6 1.46 "Partner Appraised Value"........................................................... 6 1.47 "Partnership"....................................................................... 6 1.48 "Partnership Interest".............................................................. 6 1.49 "Partnership Percentage"............................................................ 6 1.50 "Partnership Property".............................................................. 8 1.51 "Partnership Valuation"............................................................. 8 1.52 "Person"............................................................................ 8 1.53 "Pledgor Partner"................................................................... 8 1.54 "Proportionate Part"................................................................ 9 1.55 "Predecessor Agreements"............................................................ 9 1.56 "Purchase Price".................................................................... 9 (a) Initial Value.............................................................. 9 (b) Appraised Value............................................................ 9 (c) Valuation Guidelines....................................................... 9 (d) Mutually Agreed Upon Purchase Price........................................ 9 (e) Cooperation with Appraisers................................................ 10 1.57 "Purchase Right".................................................................... 10 1.58 "Qualified Trust"................................................................... 10 1.59 "Remaining Interests"............................................................... 10 1.60 "Repurchase Interests".............................................................. 10 1.61 "Repurchase Notice"................................................................. 10 1.62 "Repurchase Obligation"............................................................. 10 1.63 "Securities Act".................................................................... 10 1.64 "Seller's Notice"................................................................... 10 1.65 "Selling Partner"................................................................... 11 1.66 "Starting Date"..................................................................... 11 1.67 "tax matters partner"............................................................... 11 1.68 "Transfer".......................................................................... 11 1.69 "Transferee"........................................................................ 11 1.70 "Transferor"........................................................................ 11 1.71 "Valuation Notice".................................................................. 11 1.72 "Waived Interest"................................................................... 11 1.73 "Withdrawal Event".................................................................. 11 2. FORMATION, NAME, PURPOSES, POWERS AND TERM................................................... 11 2.1 Formation; Nature of Partnership Interests; Ownership of Partnership Property............................................................................ 11 2.2 Name and Principal Place of Business................................................ 11 2.3 Purposes and Powers................................................................. 12 2.4 Term................................................................................ 13
ii TABLE OF CONTENTS (continued)
Page ---- 2.5 Registered Agent.................................................................... 14 3. REPRESENTATIONS AND WARRANTIES............................................................... 14 3.1 Validity of Agreement............................................................... 14 3.2 No Violation of Material Instruments................................................ 15 3.3 Status as a Qualified Trust and Participating Shareholder........................... 15 4. CAPITAL...................................................................................... 15 4.1 Initial Contributions; Tracking of Partnership Percentages.......................... 15 4.2 Additional Contributions............................................................ 16 4.3 Capital Accounts.................................................................... 16 4.4 Allocation of Net Income and Net Loss............................................... 17 4.5 Distributions....................................................................... 17 4.6 No Right to Return of Capital....................................................... 18 5. MANAGEMENT................................................................................... 18 5.1 Management of Partnership Business.................................................. 18 5.2 Management of Partnership Property Consisting of NACCO Class A Shares and NACCO Class B Shares: Admission of New General Partners............................. 19 5.3 Removal of, and Coordination Among General Partners................................. 20 5.4 Compensation of General Partners.................................................... 20 5.5 Tax Matters......................................................................... 20 5.6 Limitation of Liability............................................................. 21 5.7 Right to Indemnification............................................................ 21 6. BOOKS, AUDITS AND FISCAL MATTERS............................................................. 22 6.1 Partnership Books................................................................... 22 6.2 Fiscal Year......................................................................... 22 7. FORMER PARTNERS.............................................................................. 22 7.1 Status of Former Partners........................................................... 22 7.2 Notice by Former Partner............................................................ 22 7.3 Effect of Withdrawal Events on Voting............................................... 22 7.4 Payment of Interest................................................................. 22 8. TRANSFER OF PARTNERSHIP INTERESTS............................................................ 23 8.1 Securities Laws..................................................................... 23 8.2 Restriction on Transfers............................................................ 23 8.3 Permitted Transfers................................................................. 24 8.4 Purchase Right...................................................................... 24 8.5 Repurchase Obligations to Purchase Partnership Interests............................ 25 8.6 Allocation of Offered Interests / Repurchase Interests.............................. 26 (a) Allocation to Original Holders of Offered Interests........................ 26
iii TABLE OF CONTENTS (continued)
Page ---- (b) Allocation among Family Groups............................................. 26 (c) Allocation to the Partnership.............................................. 28 (d) Allocation of Partnership Interests among Family Group Members............. 28 8.7 Terms of Sale........................................................................ 28 8.8 Closing.............................................................................. 29 8.9 Legal Requirements................................................................... 29 8.10 Exceptions........................................................................... 30 9. CODE SECTION 754 ELECTION.................................................................... 30 10. DISSOLUTION.................................................................................. 30 10.1 Dissolution and Termination......................................................... 30 10.2 Limitations On In Kind Distributions................................................ 31 10.3 Continuation of Business............................................................ 31 11. POWER OF ATTORNEY............................................................................ 31 11.1 Grant of Power...................................................................... 31 11.2 Irrevocable Nature.................................................................. 32 11.3 Further Assurances - Power of Attorney.............................................. 32 11.4 Transfer of Partnership Interests................................................... 32 12. GENERAL PROVISIONS........................................................................... 32 12.1 Obtaining Partner Approvals of Partnership Actions.................................. 32 12.2 Arbitration......................................................................... 32 12.3 Notices............................................................................. 33 12.4 Waiver of Right to Partition........................................................ 33 12.5 Binding Effect...................................................................... 33 12.6 Headings............................................................................ 33 12.7 Entire Agreement.................................................................... 33 12.8 Governing Law....................................................................... 33 12.9 Counterparts........................................................................ 33 12.10 Interpretation...................................................................... 34 12.11 Remedies Cumulative................................................................. 34 12.12 Further Assurances.................................................................. 34 12.13 Severability........................................................................ 34
iv AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF RANKIN ASSOCIATES IV, L.P. THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT is made and entered into as of the 7th day of February 2005 by and among the Persons indicated on Schedule A, as amended from time to time, as General Partners, and the Persons indicated as Limited Partners on Schedule A, as amended from time to time, as Limited Partners. RECITALS: A. Rankin Management, Inc., a Delaware corporation, has assigned its Partnership Interests (which consisted solely of General Partnership Interests) to the Persons indicated on Schedule A as General Partners. Rankin Associates II, L.P., a Delaware limited partnership, has assigned its Partnership Interests (which consisted solely of Limited Partnership Interests) to the Persons indicated on Schedule A as Limited Partners. B. The current Partners of the Partnership wish to amend and restate the Partnership Agreement of the Partnership, dated as of January 12, 2005, to, among other things, reflect the current Partners of the Partnership and to provide for the management of the Partnership by the General Partners. AGREEMENTS: In consideration of the mutual promises, covenants and agreements set forth herein, the Partners hereby agree as follows: 1. DEFINITIONS. The following terms used in this Agreement shall, unless otherwise expressly provided herein or the context indicates otherwise, have the meanings set forth below. 1.1 "Act" means the Delaware Revised Uniform Limited Partnership Act as set forth in Del. Code Ann. Tit. 6 Sections 17-101 to 17-1111, as the same is presently in effect and may be hereafter amended. 1.2 "Agreement" means this Amended and Restated Limited Partnership Agreement, as it may be amended from time to time. 1.3 "Applicable NACCO Class A Closing Price Average" means the average of the closing prices of the NACCO Class A Shares on the New York Stock Exchange (or on the principal national securities exchange or automated quotation system of national securities dealers on which the NACCO Class A Shares may then be traded) on the five trading dates preceding the relevant Starting Date as reported in The Wall Street Journal (or, if such periodical is not then published, the most comparable periodical then being published). 1.4 "Arbitrable Dispute" means any dispute arising under or in connection with this Agreement. 1.5 "Authorized Transferee" means a Qualified Trust of Clara T. Rankin or of any member of a Family Group who (A)(i) would be a "Permitted Transferee" of the Transferring Partner under Article FOURTH, Section 4 of the NACCO Restated Certificate, if the Transferring Partner were Transferring NACCO Class B Shares instead of Partnership Interests; and (ii) is eligible to be a Partner of the Partnership without causing any NACCO Class B Shares then held or thereafter acquired by the Partnership to be converted into NACCO Class A Shares pursuant to the provisions of Article FOURTH, Section 4(a)(i)(F) of the NACCO Restated Certificate; and (iii) is a "Participating Stockholder" under Section 1.12 of the NACCO Stockholders' Agreement; and (B) unless such Qualified Trust is a Partner immediately prior to the Transfer of Partnership Interests to such Qualified Trust, prior to or simultaneously with such Transfer, executes and delivers to the Partnership a counterpart of this Agreement, executed by the trustee of such Qualified Trust, agreeing to be subject to the restrictions and obligations of a Partner hereunder and to hold all Partnership Interests then owned or later acquired by such Qualified Trust in accordance with the terms of this Agreement, such counterpart to be substantially in the form of Exhibit 1. 1.6 "Bankrupt Partner" means any Partner who, or whose settlor or any of whose beneficiaries (a) makes an assignment for the benefit of creditors; (b) files a voluntary petition in bankruptcy; (c) is adjudged a bankrupt or insolvent, or has entered against him an order for relief in any bankruptcy or insolvency proceeding; (d) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (e) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or (f) seeks, consents to or acquiesces in the appointment of a trustee (other than the trustee of a Qualified Trust), receiver or liquidator of such Person or of all or any substantial part of his properties. A Bankrupt Partner shall cease to be a Partner, and shall become a Former Partner, immediately prior to the earliest to occur of any event causing such Partner to become a Bankrupt Partner. 1.7 "Capital Account" means, with respect to any Partner, the Capital Account established for such Partner pursuant to Section 4.3. 1.8 "Capital Contributions" means, with respect to any Partner, the amount of cash and promissory notes and the Fair Market Value of any property (other than cash), as determined by agreement of the Partners, by independent appraisal, or as otherwise provided in this Agreement, contributed from time to time to the Partnership by (i) such Partner, (ii) any transferor of a Partner prior to the date hereof or (iii) any Transferor of such Partner after the date hereof. 1.9 "Certificate" means the Certificate of Limited Partnership of the Partnership required by Section 17-201 of the Act, as amended hereafter from time to time as required by the Act. 1.10 "Charitable Organization" means any organization contributions to which are deductible for federal income, estate or gift tax purposes. 2 1.11 [Intentionally Omitted]. 1.12 "Closing" has the meaning set forth in Section 8.8(a). 1.13 "Code" means the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. References to specific sections of the Code shall be deemed to include references to corresponding provisions of any succeeding internal revenue law of the United States of America and any regulations thereunder. 1.14 "Entity" means any general partnership, limited partnership, corporation, limited liability company, joint venture, estate, trust, business trust, association or other entity. 1.15 "Fair Market Value" means the price at which the property being valued would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both having reasonable knowledge of the relevant facts. 1.16 "Family Beneficiaries" means (i) Clara T. Rankin; (ii) the lineal descendants of Clara T. Rankin; and (iii) the spouse or surviving spouse of any lineal descendant of Clara T. Rankin. For purposes of this Section 1.16, the relationship of any person that is derived by or through legal adoption prior to age 18 shall be considered a natural one. 1.17 "Family Group" means a Family Group Head and his Family Members so long as a Qualified Trust of such Family Group Head or of any of his Family Members owns any Partnership Interests. 1.18 "Family Group Head" means each of Alfred M. Rankin, Jr., Bruce T. Rankin, Claiborne R. Rankin, Roger F. Rankin and Thomas T. Rankin. 1.19 "Family Holder" means a Partner (other than a Former Partner) who is, and only so long as such Partner is, a Qualified Trust of a member of a Family Group. For purposes of Sections 8.4, 8.5 and 8.6, a Qualified Trust that is a Family Holder will be deemed to be a member of the Family Group to which the Qualified Trust's settlor belongs. 1.20 "Family Member" means any lineal descendant of a Family Group Head who is not more remote than a grandchild of Clara T. Rankin. 1.21 "Final Appraiser" has the meaning set forth in Section 1.56(b). 1.22 "Final Valuation" has the meaning set forth in Section 1.56(b). 1.23 "First Appraised Value" has the meaning set forth in Section 1.56(b). 1.24 "First Appraiser" has the meaning set forth in Section 1.56(b). 3 1.25 "Former Partner" means (i) a Partner that has ceased to be a Qualified Trust, and has become a Former Partner, pursuant to the terms of Section 1.58; (ii) a Partner who has become a Bankrupt Partner and a Former Partner, pursuant to the terms of Section 1.6; (iii) a Partner who has become a Pledgor Partner and a Former Partner, pursuant to the terms of Section 1.53; and (iv) a Partner who ceases to be a "Participating Stockholder" under Section 1.12 of the NACCO Stockholders' Agreement. 1.26 "General Partnership Interest" means any Partnership Interest which is directly traceable to and is derived from (i) a capital contribution to the Partnership for an interest in the Partnership as a General Partner, (ii) the assignment by Rankin Management, Inc. to the General Partners indicated on Schedule A of General Partnership Interests, or (iii) a Transfer of a General Partnership Interest after the date hereof and permitted by this Agreement. The holder of a General Partnership Interest (other than a Former Partner) shall have all of the rights and obligations of a General Partner under this Agreement to the extent such Person's Partnership Interests constitute General Partnership Interests. 1.27 "General Partner" means each of the Persons identified on Schedule A as a General Partner (to the extent that each such Person holds a General Partnership Interest), and any additional General Partners admitted pursuant to the terms of this Agreement (including, with limitation, pursuant to compliance with Section 5.2(d)) and their respective Transferees as permitted by this Agreement (including, without limitation, pursuant to compliance with Section 5.2(d)). Any Transferee of a General Partnership Interest who is admitted as a Partner pursuant to this Agreement (including, without limitation, pursuant to compliance with Section 5.2(d)) shall become a General Partner to the extent that such Transferee holds General Partnership Interests. A Partner may own both Limited Partnership Interests and General Partnership Interests. A Partner's acquisition of a General Partnership Interest shall not convert such Partner's Limited Partnership Interests into General Partnership Interests. A Partner's acquisition of a Limited Partnership Interest shall not convert such Partner's General Partnership Interests into Limited Partnership Interests. Notwithstanding the foregoing, the term "General Partner" shall not include any Former Partner. 1.28 "Independent Appraiser" means a Person who (a) is qualified to appraise the Partnership Interest or other property in question, (b) has at least five (5) years of appraisal experience and (c) is not a descendant of any grandparent of Clara T. Rankin or the spouse of any such descendant. For the purposes of this Section 1.28, the relationship of any person that is derived by or through legal adoption shall be considered a natural one. 1.29 "Independent Valuation" has the meaning set forth in Section 1.49(d). 1.30 "Initial Value" has meaning set forth in Section 1.56(a). 1.31 "Limited Partner" means each of the Persons identified on Schedule A as a Limited Partner (to the extent that each such Person holds a Limited Partnership Interest), any additional Limited Partners admitted pursuant to the terms of this Agreement, and their respective Transferees as permitted by this Agreement. Any Transferee of a Limited Partnership Interest who is admitted as a Partner pursuant to this Agreement shall become a Limited Partner 4 to the extent that such Transferee holds Limited Partnership Interests. Notwithstanding the foregoing, the term "Limited Partner" shall not include any Former Partner. 1.32 "Limited Partnership Interest" means any Partnership Interest which is directly traceable to and is derived from (i) a capital contribution to the Partnership for an interest in the Partnership as a Limited Partner, (ii) a transfer of a Limited Partnership Interest prior to the date hereof and reflected on Schedule A, or (ii) a Transfer of a Limited Partnership Interest after the date hereof and permitted by this Agreement. The holder of a Limited Partnership Interest (other than a Former Partner) shall have all of the rights and obligations of a Limited Partner under this Agreement to the extent such Person's Partnership Interests constitute Limited Partnership Interests. 1.33 "NACCO" means NACCO Industries, Inc., a Delaware corporation. 1.34 "NACCO Class A Shares" means shares of Class A Common Stock, par value $1.00 per share, of NACCO. 1.35 "NACCO Class B Shares" means shares of Class B Common Stock, par value $1.00 per share, of NACCO. 1.36 "NACCO Stockholders' Agreement" means the Stockholders' Agreement, dated as of March 15, 1990, as amended, by and among NACCO and National City Bank, (Cleveland, Ohio), as depository, and the Participating Stockholders (as such term is defined therein), as amended from time to time. 1.37 "NACCO Restated Certificate" means the Restated Certificate of Incorporation of NACCO, filed with the Secretary of State of the State of Delaware on June 1, 1987 as hereafter amended from time to time. References to specific sections of the NACCO Restated Certificate shall be deemed to include references to provisions addressing the same or similar subject matter of any amendment or amendment and restatement of the NACCO Restated Certificate that becomes effective after the date hereof. 1.38 "Net Operating Cash Flow" means the net cash flow to the Partnership resulting from ownership and operation of the Partnership Property, plus any other items of income received in cash by the Partnership less (i) all debts and expenses paid in the operation of the Partnership, (ii) any reserves which the General Partners deem reasonably necessary for the operation of the Partnership or for the satisfaction of obligations of the Partnership pursuant to Section 8.5, and (iii) all proceeds which are (A) received by the Partnership from the Transfer of Partnership Property, and (B) used to purchase or reserved, as determined by the General Partners in furtherance of their fiduciary duties hereunder and under the Act, for the purchase of other Partnership Property. 1.39 "Net Income" or "Net Loss" means the net income or net loss (as appropriate) of the Partnership for a particular calendar year or interim period of less than twelve (12) complete months, as determined in accordance with accounting principles consistently applied on a cash basis (unless applicable laws shall require use of the accrual method). Such determination shall 5 include, without limitation, depreciation, amortization, accelerated cost recovery, and other deductions or credits against tax allowed by the Code. Net Income or Net Loss is a financial accounting concept and, to the extent of changes in value following any in kind Capital Contribution, is also intended to be a tax accounting concept (to the maximum extent that financial and tax accounting concepts may overlap). The determination of Net Income or Net Loss shall not take into account special allocations required by Section 704(c) of the Code with respect to any in kind Capital Contribution. 1.40 "Net Value" has the meaning set forth in Section 1.49(a)(ii). 1.41 "Objecting Party" shall have the meaning set forth in Section 1.56(a). 1.42 "Offered Interests" has the meaning set forth in Section 8.4(a). 1.43 "Original Holders" has the meaning set forth in Section 8.6(a). 1.44 "Outstanding Remaining Interests" has the meaning set forth in Section 8.6(b)(iii). 1.45 "Partner" means any General Partner and any Limited Partner. 1.46 "Partner Appraised Value" has the meaning set forth in Section 1.49(c). 1.47 "Partnership" means RANKIN ASSOCIATES IV, L.P., a limited partnership organized under the provisions of the Act and the laws of the State of Delaware and any successor partnership continuing the business of RANKIN ASSOCIATES IV, L.P. pursuant to this Agreement. 1.48 "Partnership Interest" means the percentage ownership share of each Partner in the capital of the Partnership, whether as a Limited Partner or as a General Partner, which percentage at any particular time shall be deemed to equal the percentage which such Partner's Capital Account balance (if positive) bears to the sum of all positive Capital Account balances of the Partners at such time. In the event that a Partner's Capital Account balance is zero or is a negative number, such Partner's Partnership Interest shall be deemed to be zero. 1.49 "Partnership Percentage" means the percentage share of each Partner in the Net Income or Net Loss of the Partnership. The Partners' initial Partnership Percentages were proportionate to the Partners' initial Capital Contributions to the Partnership. The Partners acknowledge and agree that Schedule A accurately reflects the identity of each Partner and the nature and amount of each Partner's Partnership Percentage as of the date of this Agreement. Hereafter, subject to Section 1.49(g), such Partnership Percentages shall be adjusted only to reflect a disproportionate Capital Contribution by one or more Partners or a disproportionate distribution to one or more Partners, with disproportion being determined in accordance with Sections 4.2(a) and 4.5(b), except as set forth in subsection (f) of this Section 1.49. (a) Such adjustments shall be made based upon the Partnership Percentages determined as set forth below (whether such determination is made by the General Partners in 6 determining the Partnership Valuation, an Objecting Partner and an Independent Appraiser in determining the Partner Appraised Value, or a second Independent Appraiser in determining the Independent Valuation): (i) First, the Fair Market Value of the Partnership Property immediately before the disproportionate Capital Contribution or distribution will be determined; (ii) Second, the difference between the aggregate value of the Partnership Property and the total of the Partnership debt (the "Net Value") will be allocated among the Partners in proportion to the Partnership Percentages in effect immediately before the disproportionate Capital Contribution or distribution; (iii) Third, each Partner's Capital Contribution at the time of the disproportionate Capital Contribution will be added to, and each Partner's distribution at the time of the disproportionate distribution will be subtracted from, that Partner's allocable share of the Net Value of the Partnership Property immediately before the disproportionate Capital Contribution or distribution; and (iv) Finally, each Partner's sum or difference determined under (iii), above, will be expressed as a percentage of the aggregate sums or differences of all Partners determined under (iii), above. (b) The General Partners owning more than seventy five percent (75%) of the General Partnership Interests, based upon such considerations as they, in their sole discretion, determine to be relevant to such valuation, shall determine the Fair Market Value of the Partnership Property and the resulting Partnership Percentages pursuant to subsection (a) of this Section 1.49 (such valuation and resulting Partnership Percentages being hereafter referred to as the "Partnership Valuation"). (c) If a Partner objects in writing to the Partnership Valuation, such Partner may, at his sole cost and expense and within fourteen (14) days from the date of such written objection, engage an Independent Appraiser to determine within thirty (30) days of such appointment the Fair Market Value of the Partnership Property and the resulting Partnership Percentages in accordance with subsection (a) of this Section 1.49 (the "Partner Appraised Value"). If the Partner Appraised Value is at least eighty percent (80%) of the Partnership Valuation and less than or equal to one hundred twenty percent (120%) of the Partnership Valuation, then the Partnership Percentages shall be based upon the average of the Partnership Valuation and the Partner Appraised Value. (d) If the Partner Appraised Value is less than eighty percent (80%) of the Partnership Valuation or more than one hundred twenty percent (120%) of the Partnership Valuation, then the General Partners holding more than seventy five percent (75%) of the General Partnership Interests and the Partner(s) objecting to the Partnership Valuation shall, within fourteen (14) days from the date of the Partner Appraised Value, mutually agree on a second Independent Appraiser. The cost of the second Independent Appraiser shall be borne equally by the Partnership and the Partner(s) objecting to the Partnership Valuation. The second 7 Independent Appraiser shall determine within fourteen (14) days after its appointment the Fair Market Value of the Partnership Property and the resulting Partnership Percentages pursuant to subsection (a) of this Section 1.49 (such valuation and resulting Partnership Percentages being hereafter referred to as the "Independent Valuation"), but such Independent Valuation shall be not less than the smaller of the Partnership Valuation and the Partner Appraised Value nor greater than the larger of the Partnership Valuation and the Partner Appraised Value. The Independent Valuation as so determined shall be binding upon the Partnership and each of the Partners. (e) The Partnership shall cooperate in assisting the appraisers in conducting the foregoing appraisals, including providing reasonable access to the books and records of the Partnership and to such other information as the appraisers reasonably request in connection with such determinations; provided, however, that nothing in this Agreement shall require the Partnership to disclose privileged or proprietary information; and provided, further, that the Partnership may require such appraisers to enter into such confidentiality and non-disclosure agreements as the General Partners reasonably believe to be necessary to protect the interests of the Partnership and its Partners. (f) The General Partners may establish disproportionate monthly or other periodic draws during the calendar year but any such disproportionate draws shall not be regarded as disproportionate distributions if compensating distributions, determined with or without interest, in the discretion of the General Partners, are made by the end of March of the following calendar year so that the periodic draws and compensating distributions in the aggregate are proportionate. (g) A Transferee of a Partner shall succeed to that portion of the Transferor's Partnership Percentage which is Transferred to that Transferee. 1.50 "Partnership Property" means any property, real, personal or mixed, or any interest therein or appurtenant thereto which may be owned or acquired by the Partnership. 1.51 "Partnership Valuation" has the meaning set forth in Section 1.49(b). 1.52 "Person" means any individual or Entity. 1.53 "Pledgor Partner" means (i) any Partner who, or whose settlor or any of whose beneficiaries, attempts to pledge or grant a security interest, lien or other encumbrance in or against, any or all of the Partner's Partnership Interest other than to an Authorized Transferee or (ii) the holder of any Partnership Interest against which a court has charged or placed a lien against or appointed a receiver or ordered a foreclosure for the benefit of a judgment creditor of such Partner or its settlor or any of its beneficiaries, which judgment creditor is not an Authorized Transferee. A Pledgor Partner shall cease to be a Partner, and shall become a Former Partner, immediately prior to the earliest to occur of any events causing such Partner to become a Pledgor Partner. 8 1.54 "Proportionate Part" means, with respect to any Partner or Family Holders' Family Group, the Partnership Percentage of such Partner or the aggregate Partnership Percentage of such Family Holders' Family Group. 1.55 [Intentionally Omitted]. 1.56 "Purchase Price" means the Fair Market Value of the Offered Interests or Repurchase Interests, as the case may be, determined as follows: (a) Initial Value. The General Partners holding more than seventy five percent (75%) of the General Partnership Interests shall from time to time determine a value for the Partnership Interests (the "Initial Value") based upon such considerations as they, in their sole discretion, determine to be relevant to such valuation. If a Selling Partner or Former Partner (for purposes of this Section 1.56, the "Objecting Party") does not provide a written objection to the Partnership concerning the Initial Value set forth in the Valuation Notice within ten (10) days after the date of such Valuation Notice, the Purchase Price shall be equal to the Initial Value. (b) Appraised Value. If an Objecting Party objects in writing to the Initial Valuation within ten (10) days after its receipt of the Valuation Notice, the Objecting Party, within fourteen (14) days from the date of such written objection, shall engage an Independent Appraiser (the "First Appraiser") to determine within thirty (30) days of such appointment the Fair Market Value of the Partnership Interests (the "First Appraised Value"). The cost of the First Appraiser shall be borne by the Objecting Party. If the First Appraised Value is at least eighty percent (80%) of the Initial Value and less than or equal to one hundred twenty percent (120%) of the Initial Value, then the Purchase Price shall be the average of the Initial Value and the First Appraised Value. If the First Appraised Value is less than eighty percent (80%) of the Initial Value or more than one hundred twenty percent (120%) of the Initial Value, then the Partnership and the Objecting Party shall, within fourteen (14) days from the date of the First Appraised Value, mutually agree on a second Independent Appraiser (the "Final Appraiser"). The cost of the Final Appraiser shall be borne equally by the Partnership and the Objecting Party. The Final Appraiser shall determine within fourteen (14) days after its appointment the Fair Market Value of the Partnership Interests (the "Final Valuation"), but such Final Valuation shall be not less than the smaller of the Initial Value and the First Appraised Value nor greater than the larger of the Initial Value and the First Appraised Value. The Purchase Price shall be equal to the Final Valuation and shall be final and binding upon the parties to this Agreement for purposes of the subject transaction. (c) Valuation Guidelines. The Initial Value, First Appraised Value, and Final Valuation shall be based upon the Fair Market Value of the Partnership Interests comprising the Offered Interests or Repurchase Interests. In determining such Fair Market Value, the General Partners and Independent Appraisers, as applicable, shall determine appropriate discounts for lack of marketability and lack of control without regard to any market for such Partnership Interest arguably resulting from Section 8.4 or 8.5. (d) Mutually Agreed Upon Purchase Price. Notwithstanding the procedure set forth above, the Partnership and an Objecting Party may, prior to or at any time during the 9 appraisal process, mutually agree on a single independent appraiser to determine the Purchase Price, which determination shall be binding on all of the parties, or may agree in writing upon a Purchase Price. (e) Cooperation with Appraisers. The Partnership shall cooperate in assisting the appraisers in determining the Purchase Price, including providing reasonable access to the books and records of the Partnership and to such other information as the appraisers reasonably request in connection with such determination; provided, however, that nothing in this Agreement shall require the Partnership to disclose privileged or proprietary information; and provided further, that the Partnership may require such appraisers to enter into such confidentiality and non-disclosure agreements as the General Partners reasonably believe to be necessary to protect the interests of the Partnership and its Partners. 1.57 "Purchase Right" has the meaning set forth in Section 8.4. 1.58 "Qualified Trust" of any individual means any trust (including, without limitation, a voting trust) established by such individual if and as long as the trust is held for the benefit of one or more Family Beneficiaries and any Charitable Organizations and for the benefit of no other Person; provided that such trust may grant a general or special power of appointment to such individual or such individual's spouse and may permit trust assets to be used to pay taxes, legacies and other obligations of the trust or the estate of such individual or such individual's spouse payable by reason of the death of such individual or such individual's spouse; and; provided further that such trust must prohibit (A) the transfer of NACCO Class B Shares to any Person other than a Permitted Transferee of such trust as defined in Section 4 of the NACCO Restated Certificate and (B) the Transfer of Partnership Interests to any Person other than to Authorized Transferees of such trust. The restrictions in subclause (B) of the prior sentence shall not be interpreted to restrict a beneficiary who is a member of a Family Group from directing that any Partnership Interests to which he or she is otherwise entitled to receive under such trust be instead transferred to one or more other Qualified Trusts that are Authorized Transferees of the trust at issue. Notwithstanding anything to the contrary contained herein, a trust of Clara T. Rankin or any other individual shall cease to be a Qualified Trust and shall be deemed, to the extent it holds Partnership Interests, to become a Former Partner, immediately prior to any event or lapse of time which causes such trust to no longer qualify as a Qualified Trust as defined in this Section 1.58. 1.59 "Remaining Interests" has the meaning set forth in Section 8.6(b). 1.60 "Repurchase Interests" has the meaning set forth in Section 8.5. 1.61 "Repurchase Notice" has the meaning set forth in Section 8.5(a). 1.62 "Repurchase Obligation" has the meaning set forth in Section 8.5. 1.63 "Securities Act" has the meaning set forth in Section 8.1. 1.64 "Seller's Notice" has the meaning set forth in Section 8.4(a). 10 1.65 "Selling Partner" has the meaning set forth in Section 8.4. 1.66 "Starting Date" means, with respect to any Seller's Notice or Repurchase Notice, the date of the determination of the Purchase Price pursuant to Section 1.56 relating to such notice. 1.67 "Tax Matters Partner" has the meaning set forth in Section 5.5. 1.68 "Transfer" means any sale, lease, exchange, assignment, pledge, hypothecation, encumbrance, disposition, transfer (including, without limitation, a transfer by will or intestate distribution), gift or attempt to create or grant a security interest in Partnership Interests, whether voluntary, involuntary, by operation of law or otherwise. 1.69 "Transferee" means a Person (other than a Former Partner) to whom Partnership Interests have been Transferred in accordance with the provisions of this Agreement. 1.70 "Transferor" means any Partner who has Transferred all or a portion of his Partnership Interests in accordance with the provisions of this Agreement. 1.71 "Valuation Notice" means the notice given by the Partnership pursuant to Section 8.4(b) or 8.5(a) and stating the Initial Value at which a Purchase Right is to be exercised or at which a Repurchase Obligation is to be effected. 1.72 "Waived Interest" has the meaning set forth in Section 8.4(g). 1.73 "Withdrawal Event" means the earliest to occur of any event which causes a Partner to cease to be a Partner, and to become a Former Partner, as set forth in Section 1.25. 2. FORMATION, NAME, PURPOSES, POWERS AND TERM. 2.1 Formation; Nature of Partnership Interests; Ownership of Partnership Property. (a) The Partnership was formed on January 12, 2005 as a limited partnership organized pursuant to the provisions of the Act and the laws of the State of Delaware. (b) Each Partner's Partnership Interest shall be personal property for all purposes. (c) All Partnership Property shall be deemed owned by the Partnership as an Entity, and no Partner or Former Partner, individually, shall have a direct ownership interest in any Partnership Property. 2.2 Name and Principal Place of Business. The Partnership shall do business under the name "RANKIN ASSOCIATES IV, L.P." The principal place of business of the Partnership shall be 5875 Landerbrook Drive, Suite 300, Mayfield Heights, Ohio 44124-4017, or such other 11 place as the General Partners may from time to time determine. The General Partners shall execute any assumed or fictitious name certificate(s) required by law in connection with the formation or operation of the Partnership and shall file the same in the appropriate public records. 2.3 Purposes and Powers. (a) The character of business and purpose of the Partnership is to invest, acquire, sell, hold, own, develop, improve, maintain, mortgage, manage, lease and operate the Partnership Property and to conduct all other business related or incident thereto. In particular, the Partnership is initially designed as a vehicle for consolidating the management of the Partnership Property, providing for the succession of such management, and enhancing total returns from the Partnership Property. (b) In furtherance of the above-stated purposes and subject to any restrictions contained in this Agreement (including, but not limited to, the restrictions contained in Sections 5.1 and 5.2), the Partnership, by the action of any of the General Partners, shall have the power to: (i) enter into a contract for the purchase or sale of any of the Partnership Property. (ii) execute all documents or instruments of any kind appropriate for carrying out the purposes of the Partnership, including, without limitation, investment management, management, purchase, debt and security agreements. (iii) open and maintain one or more depository accounts, including money market accounts and margin accounts, in the name of the Partnership. (iv) employ such personnel and obtain such management services and/or such investment management, legal, accounting and other professional services and advice as the General Partners deem advisable in the course of the Partnership's operations under this Agreement, including the services of any party who, directly or beneficially, is a Partner or a spouse or descendant of a Partner, and pay reasonable fees for such services. (v) pay all real estate and ad valorem taxes and other governmental charges levied or assessed against the Partnership Property, and all other taxes (other than income taxes of the Partners and Former Partners except to the extent that the Partnership may be obligated to withhold therefor) directly relating to the Partnership's operations under this Agreement. (vi) borrow money from banks and other lending institutions or from other third parties or from any of the Partners for Partnership purposes and pledge or otherwise grant security interests in the Partnership Property for the repayment of such loans. 12 (vii) take any of the Partnership Property subject to a loan or assume a loan secured by any of the Partnership Property irrespective of whether such outstanding loan is from a lending institution or other third party or from one or more of the Partners. (viii) deliver, on behalf of the Partnership, all notices and closing deliveries required by Section 8 to be delivered by the Partnership in connection with any Transfer of Partnership Interests or Repurchase Obligation in accordance with the terms of this Agreement. (ix) perform any and all other acts or activities customary, incidental, necessary or convenient to the purposes and powers enumerated herein. (c) Nothing in this Agreement shall, or shall be deemed to, restrict in any way the freedom of any Partner (directly or through an affiliate) to conduct any other business or activity whatsoever (including, without limitation, the acquisition, development, leasing, sale, operation and management of other real property), without any accountability to the Partnership or any other Partner, even if such business or activity competes with the business of the Partnership, it being understood by each Partner that the other Partners or affiliates thereof may be interested, directly or indirectly, in various other businesses and undertakings not included in the Partnership. 2.4 Term. The Partnership shall have a perpetual existence. 2.5 Registered Agent. The name of the Partnership's initial agent for service of process on the Partnership in the State of Delaware shall be Corporation Service Company, and the address of the initial registered office and the initial registered agent shall be 1013 Centre Road, Wilmington, County of New Castle, Delaware 19805. As required by the Act, the Partnership shall at all times maintain in the State of Delaware an office and an agent for service of process selected by the General Partners in accordance with any relevant provisions of the Act. 3. REPRESENTATIONS AND WARRANTIES. Each Partner, in order to induce the other Partners to enter into this Agreement, hereby represents and warrants to the other Partners that: 3.1 Validity of Agreement. This Agreement, and each and every other agreement, document and instrument provided for herein and to which such Partner is or shall be a party, when executed and delivered, shall constitute the valid and binding obligation of such Partner, enforceable against such Partner in accordance with its terms, except as enforceability may be limited by (a) bankruptcy or similar laws from time to time in effect affecting the enforcement of creditors' rights generally or (b) the availability of equitable remedies generally. 3.2 No Violation of Material Instruments. The execution and delivery of this Agreement by such Partner does not, and the consummation of the transactions contemplated hereby shall not: 13 (a) violate or constitute an occurrence of default (which violation or default either singularly or in the aggregate would be considered material) under any provision of, or conflict with, or result in acceleration of any obligation under, or give rise to a right by any party to terminate its obligations under any material agreement, instrument, order, judgment, decree or other arrangement to which such Partner is a party or by which he is bound or his assets affected; or (b) require any consent, approval, filing or notice under any provision of law, or violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to such Partner. 3.3 Status as a Qualified Trust and "Participating Stockholder". As of the date of this Agreement, (i) such Partner is a Qualified Trust of Clara T. Rankin or a member of a Family Group and no event has occurred that would cause such Partner to become a Former Partner and (ii) such Partner is a "Participating Stockholder" under Section 1.12 of the NACCO Stockholders' Agreement and no event has occurred that would cause such Partner, upon the lapse of time or the receipt of notice, or both, to cease to be a "Participating Stockholder" under Section 1.12 of the NACCO Stockholders' Agreement. As of the date on which any Authorized Transferee becomes a Partner, such Partner shall be deemed to make the representations contained in the preceding sentence. 4. CAPITAL 4.1 Initial Contributions; Tracking of Partnership Percentages. (a) The Partners or their transferors have contributed various properties to the Partnership as their respective initial Capital Contributions. The initial Partnership Interests and Partnership Percentages were proportional to the Fair Market Values of the Partners' or their transferors', as the case may be, respective Capital Contributions, without regard to whether such Capital Contributions were for an interest as a General Partner, Limited Partner, or both. (b) The General Partners shall at all times maintain a current list of the Partnership Percentages of all Partners. Such list shall be attached to this Agreement as Schedule A. The Partners acknowledge and agree that Schedule A accurately reflects, as of the date of this Agreement, the identity of each Partner, the Partnership Percentage of each Partner and the extent to which such Partnership Percentages represent General Partnership Interests or Limited Partnership Interests. 4.2 Additional Contributions. (a) In addition to the Capital Contributions made by the Partners pursuant to Section 4.1 hereof, and subject to the limitations on any requirement that a Partner make additional Capital Contributions (as provided in Section 4.2(b)), the Partners may, from time to time, make such additional Capital Contributions as may be necessary or desirable in the discretion of the General Partners; provided, however, that any property contributed to the Partnership under this Section 4.2(a) shall be transferred subject to any and all existing liabilities encumbering such contributed property, and the Partnership shall take and hold the contributed property subject to such existing liabilities but shall not assume such liabilities unless Partners owning more than fifty percent (50%) of the Partnership Interests 14 consent in writing to any such assumption. In the event the net values of the additional Capital Contributions shall be disproportionate to the Partners' Partnership Percentages immediately before the additional Capital Contributions, then the Partnership Percentages shall be adjusted as provided in Section 1.49 to reflect the disproportionate additional Capital Contributions. (b) Under no circumstances shall a Limited Partner be personally liable for any of the debts or obligations of the Partnership by reason of such Person's status as a Limited Partner. No Limited Partner shall be required, by reason of such Person's status as a Limited Partner, to contribute any capital to the Partnership except as provided in Section 4.1. 4.3 Capital Accounts. (a) An individual Capital Account shall be established and maintained for each Partner in accordance with the requirements of the Code and shall be credited with the Capital Contribution of such Partner (or such Partner's Transferor) and that portion of Net Income allocable to such Partner, and shall be debited with that portion of any Net Loss allocable to such Partner and all distributions made by the Partnership to such Partner. A Transferee shall succeed to an allocable portion of the Capital Account of the Transferor which is Transferred to such Transferee, and the Capital Account of the Transferor shall be reduced by a corresponding amount. If the Partner is both a General Partner and a Limited Partner, subaccounts shall be maintained to reflect the Person's interest as a General Partner and as a Limited Partner. (b) No interest shall be payable to any Partner on any positive balance in such Partner's Capital Account. (c) Except as provided in this Agreement, no Partner shall have the right to withdraw from his Capital Account or to otherwise receive any Partnership funds or Partnership Property. As provided in Section 12.4, each Partner expressly waives any right to partition the Partnership Property which he may otherwise have. (d) A Partner shall be required to eliminate in any fashion approved in good faith by the General Partners any deficit balance which may arise in that Partner's Capital Account, at the time the Partnership is dissolved or at any other time, provided, however, that no Limited Partner shall be required, by reason of such Person's status as a Limited Partner, to contribute any capital to the Partnership except as provided in Section 4.1. If a Limited Partner unexpectedly receives an adjustment, allocation or distribution described in (4), (5) or (6) of Section 1.704-1(b)(2)(ii)(d) of the regulations issued under Section 704(b) of the Code, gross income of the Partnership or gain from a sale of assets shall be allocated to such Limited Partner in an amount sufficient to eliminate any deficit balance in such Limited Partner's Capital Account caused by such adjustment, allocation or distribution as quickly as possible to the extent such deficit balance exceeds the amount such Limited Partner is deemed obligated to restore to the Partnership pursuant to the Section 704(b) regulations. It is the intent of the Partners that any allocation pursuant to this Section 4.3(d) constitutes a "qualified income offset" under Treasury regulation Section 1.704-1(b)(2)(ii)(d). 15 4.4 Allocation of Net Income and Net Loss. Net Income or Net Loss of the Partnership shall be determined as of the end of each calendar year and as of the end of any interim period extending through the day immediately preceding any (i) disproportionate Capital Contribution, (ii) disproportionate distribution, (iii) Transfer of a Partnership Interest in accordance with the terms of this Agreement, or (iv) Withdrawal Event. If a calendar year includes an interim period, the determination of Net Income or Net Loss for the period extending through the last day of the calendar year shall include only that period of less than twelve (12) months occurring from the day immediately following the last day of the latest interim period during the calendar year and extending through the last day of the calendar year. For all purposes, including income tax purposes, Net Income, if any, of the Partnership for each calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period. In the event of a Net Loss for a particular calendar year or interim period, then, for such calendar year or interim period, the Net Loss for such calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period. 4.5 Distributions. (a) The Partnership must distribute annually among the Partners an amount equal to the greater of (i) Net Operating Cash Flow, or (ii) an amount corresponding to the income tax liabilities of the Partners resulting from the allocation of Net Income (as such amount shall be determined in good faith by the General Partners by assuming that all Partners are in the highest marginal federal income tax bracket and by using the highest marginal income tax rates for the state of residence of the Partner with the highest marginal state income tax rates). The Partnership shall make such distributions from time to time during each year as the General Partners determine, provided that the Partnership must distribute quarterly at least fifteen (15) days in advance of the dates on which estimated tax payments are due at least an amount corresponding to the income tax liabilities of the Partners resulting from the allocation of Net Income (as determined as provided in the preceding sentence). (b) All distributions shall be made in proportion to the Partners' respective Partnership Percentages except (i) when the General Partners approve the disproportionate distribution, or (ii) with respect to any payment of NACCO Class A Shares by the Partnership pursuant to Section 7.4 or 8.7(a). The General Partners are encouraged to consider disproportionate distributions to defray the income tax liabilities resulting from special allocations under Section 704(c) of the Code, but such disproportionate distributions shall not be required. Subject to Section 4.5(a) of this Agreement, the General Partners are expressly authorized to make monthly or other periodic draws with respect to one or more, but not necessarily all, of the Partners, on the condition that compensating distributions, determined with or without interest in the discretion of the General Partners, shall be made to the other Partners on or before the end of March of the following calendar year so that the total draws and compensating distributions shall be proportionate. For all purposes of this Agreement, except as provided in the immediately preceding sentence or Section 1.49(f), a distribution among the Partners which is not in proportion to Partnership Percentages shall be regarded as disproportionate. In the event that a disproportionate distribution occurs, the General Partners shall appropriately adjust the Capital Accounts of the Partners to reflect such disproportionate 16 distribution. Except in the case of a disproportionate distribution attributable to the income tax liabilities resulting from special allocations under Section 704(c) of the Code, such adjustment shall be determined as though the Partnership had redeemed a fraction of the Partnership Interest corresponding to the amount of the distribution that is disproportionate. This adjustment of Capital Accounts, and thus Partnership Interests, shall be in addition to the adjustment in Partnership Percentages. 4.6 No Right to Return of Capital. Except as otherwise expressly provided in this Agreement, the Partners shall not have the right to demand the return of all or any portion of their respective Capital Contributions or to demand or receive property other than cash in return for their respective Capital Contributions. 5. MANAGEMENT. 5.1 Management of Partnership Business. The General Partners shall be responsible for managing and conducting the ordinary and usual business and affairs of the Partnership, and each General Partner shall have the authority to make management decisions on behalf of the Partnership. Notwithstanding the foregoing, the following actions and decisions require the approval of the General Partners owning at least a majority of the General Partnership Interests (except as expressly provided elsewhere in this Agreement, including, without limitation, Section 5.2): (a) the voting of any stock, partnership interest, or interest in a limited liability company with respect to which the Partnership owns more than five percent (5%) of the total voting power; (b) the borrowing of any funds for or by the Partnership in excess of $200,000 (whether secured or unsecured), the collateralization of any such borrowing with any Partnership Property, or the prepayment of any such borrowing; (c) the approval of Partnership budgets; (d) the approval of any contracts between the Partnership and any Partner or any beneficiary, or spouse or descendant of a beneficiary of one of the Partners; (e) the retention or termination of an investment manager; (f) the determination of the Initial Value and Purchase Price of any Offered Interests or Repurchase Interests; (g) the decision by the Partnership to purchase any Offered Interests pursuant to Section 8.6(c); (h) the determination of whether to pay any portion of a Purchase Price, or interest owed pursuant to Section 7.4, in NACCO Class A Shares; and 17 (i) the election to subject the Partnership to the unified audit rules of Sections 6221-6234 of the Code, as provided in Section 5.5. 5.2 Management of Partnership Property Consisting of NACCO Class A Shares and NACCO Class B Shares: Admission of New General Partners. (a) The General Partners owning at least a majority of the General Partnership Interests shall direct the voting of any NACCO Class A Shares and NACCO Class B Shares held by the Partnership and may authorize the Partnership to enter into a voting arrangement with respect to any or all of such NACCO Class A Shares and NACCO Class B Shares. (b) The Partnership shall not Transfer, or convert to NACCO Class A Shares, any NACCO Class B Shares without the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and the consent of Partners owning more than seventy five percent (75%) of all Partnership Interests. Notwithstanding such consent, the Partnership (i) shall not Transfer any NACCO Class B Shares unless such Transfer is permitted by Article FOURTH, Section 4 of the NACCO Restated Certificate and (ii) shall not Transfer, or convert to NACCO Class A Shares, any NACCO Class B Shares unless such Transfer or conversion is effected in accordance with the terms of the Stockholders' Agreement. (c) The Partnership shall not Transfer any NACCO Class A Shares, other than pursuant to a share for share exchange to acquire NACCO Class B Shares, without the consent of the General Partners owning more than seventy-five percent (75%) of the General Partnership Interests and the consent of Partners owning more than seventy five percent (75%) of all Partnership Interests. (d) Subject to this Section 5.2(d) and the other provisions of this Agreement, a General Partner may transfer all, but not less than all, of its General Partnership Interest to one, but not more than one, Authorized Transferee of such General Partner. No Person shall be admitted as a General Partner of the Partnership without the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and the consent of Partners owning more than fifty percent (50%) of all Partnership Interests. Notwithstanding such consent, no Person shall be admitted as a General Partner unless such Person is an Authorized Transferee of at least one Partner of the Partnership. 5.3 Removal of, and Coordination Among, General Partners. (a) Any General Partner may be removed only by and with the consent of Partners owning not less than ninety percent (90%) of all Partnership Interests. (b) So long as more than one General Partner shall be serving, except as otherwise set forth in this Agreement, the vote or approval of the General Partners owning at least a majority of the General Partnership Interests shall be required and shall constitute the actions of the General Partners. 18 (c) Each General Partner may sign on behalf of the Partnership, and any third party may conclusively rely upon the signature of any General Partner as being binding upon the Partnership. Any Person dealing in good faith with the Partnership may conclusively rely upon any writing signed by one or more Persons certifying (i) that such signing Person is a General Partner, then serving and (ii) that such signing Person is acting in accordance with the terms of this Agreement. (d) The General Partner working regularly in the Partnership's principal place of business shall be responsible for informing any other General Partner of any matters requiring the General Partners' approval, and such General Partner shall keep the other Partners informed on a timely basis as to all significant matters of concern to the Partnership. 5.4 Compensation of General Partners. The General Partners shall not be entitled to any compensation for performance of duties under this Agreement as General Partners. The Partnership shall reimburse the General Partners at cost for reasonable out-of-pocket expenses incurred in the performance of duties under this Agreement. 5.5 Tax Matters. The General Partners may elect, pursuant to Section 6231(a)(1)(B)(ii) of the Code, to subject the Partnership to the unified audit rules of Sections 6221-6234 of the Code. If such election is made, a General Partner designated by the General Partners shall be the Partnership's "tax matters partner," as that term is defined in Section 6231(a)(7) of the Code, and shall receive notice of the commencement of any administrative proceeding at the Partnership level with respect to any Partnership item or items, and shall receive notice of any final Partnership administrative adjustment resulting from any such proceeding, in each case within the meaning of Sections 6223 and 6231 of the Code. The Partnership's tax matters partner shall supply such information to the Internal Revenue Service as may be necessary to enable the Internal Revenue Service to provide the Partners with such notices as are required under the Code. The Partnership's tax matters partner shall also keep each Partner informed of any administrative or judicial proceeding relative to any adjustment or proposed adjustment at the Partnership level of Partnership items. Without the prior written approval of Partners owning more than fifty percent (50%) of the Partnership Interests, the tax matters partner shall not (a) enter into any settlement agreement with the Internal Revenue Service which purports to bind any Person other than the tax matters partner, (b) file a petition as contemplated by Sections 6226(a) or 6228 of the Code, (c) intervene in any action as contemplated by Section 6226(b) of the Code, (d) file any request as contemplated by Section 6227(b) of the Code, or (e) enter into an agreement extending the period of limitation as contemplated by Section 6229(b)(1)(B) of the Code. 5.6 Limitation of Liability. No Partner, Former Partner, trustee of a Partner or Former Partner, or direct or indirect officer or employee of the Partnership shall be liable to the Partnership or any of its Partners or Former Partners for any loss, damage, liability or expense suffered by the Partnership, its Partners or Former Partners on account of any action taken or omitted to be taken by such Person on behalf of, or at the request of, the Partnership, or in connection with the organization or operation of the Partnership, provided such Person discharges such Person's duties in good faith, exercising the same degree of care and skill that a prudent person would have exercised under the circumstances in the conduct of such prudent 19 person's own affairs, and in a manner such Person reasonably believes to be in the best interest of the Partnership. A Person's liability hereunder shall be limited only for those actions taken or omitted to be taken by such Person in connection with the organization of the Partnership or the management of the business and affairs of the Partnership. The provisions of this Section 5.6 are not intended to limit the liability of any Person in any other connection, including, but not limited to, any obligations of such Person undertaken in this Agreement or any contract with the Partnership. 5.7 Right to Indemnification. The Partnership shall indemnify each Person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or appellate (regardless of whether such action, suit or proceeding is by or in the right of the Partnership or by third parties), by reason of the fact that such Person is or was a Partner, trustee of a Partner, direct or indirect officer or employee of the Partnership or organizer of the Partnership, against all liabilities and expenses, including, without limitation, judgments, amounts paid in settlement, attorneys' fees, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, fines and other expenses, actually and reasonably incurred by such Person in connection with such action, suit or proceeding (including, without limitation, the investigation, defense, settlement or appeal of such action, suit or proceeding); provided, however, that the Partnership shall not be required to indemnify or advance expenses to any Person from or on account of such Person's conduct that is finally adjudged to have been knowingly fraudulent, deliberately dishonest or grossly negligent, or to have involved willful misconduct; provided, further, that the Partnership shall not be required to indemnify or advance expenses to any Person in connection with an action, suit or proceeding initiated by such Person unless the initiation of such action, suit or proceeding was authorized in advance by the Partnership; and provided, finally, that a Person shall be indemnified hereunder only for those actions taken or omitted to be taken by such Person in connection with the discharge of such Person's obligations for the organization of the Partnership or the management of the business and affairs of the Partnership and that the provisions of this Section 5.7 are not intended to extend indemnification to any Partner or other Person for any obligations of such Partner or other Person undertaken in this Agreement. 6. BOOKS, AUDITS AND FISCAL MATTERS. 6.1 Partnership Books. The General Partners shall maintain full and complete books and records for the Partnership at its principal office, and each Partner and his designated representatives shall at all times have reasonable access to, and may inspect and copy any of, such books and records. 6.2 Fiscal Year. The fiscal year of the Partnership shall be the calendar year. 7. FORMER PARTNERS. 7.1 Status of Former Partners. Immediately prior to the occurrence of a Withdrawal Event with respect to any Partner, such Partner shall cease to be a Partner of the Partnership and such Partner shall cease to have the power to exercise any rights or powers of a Partner of the 20 Partnership, including, without limitation, the right to vote, and to receive any distributions of any kind on or in respect of, any Partnership Interests owned by such Former Partner immediately prior to such Withdrawal Event. A Former Partner shall have the status of a creditor of the Partnership and the Partners (but only to the extent any such Partner elects to purchase Repurchase Interests held by the Former Partner), but only to the extent necessary to enforce the Repurchase Obligations set forth in Section 8.5. 7.2 Notice by Former Partner. Immediately after the occurrence of a Withdrawal Event with respect to any Former Partner, such Former Partner shall notify the Partnership of the Withdrawal Event. A failure to provide notice under this Section 7.2 will not alter the timing or the effect of the Withdrawal Event as described under Sections 7.1 and 7.3. 7.3 Effect of Withdrawal Events on Voting. If any vote of the General Partners, the Limited Partners or the Partners is required under this Agreement or the Act after a Withdrawal Event but prior to the Closing of the Repurchase Obligation arising from such Withdrawal Event, then solely for purposes of determining whether the requisite approval of the General Partners, Limited Partners or the Partners has been obtained, the Partnership Interests held by the Former Partner immediately prior to the Withdrawal Event shall be deemed to have been repurchased by the Partnership. 7.4 Payment of Interest. Notwithstanding any other provision of this Agreement, at the Closing related to a Repurchase Obligation, the Partnership and each Partner electing to purchase Repurchase Interests shall pay to the Former Partner, in addition to the Purchase Price, pro-rated interest, calculated from the date of the Withdrawal Event up to the date of the Closing, at an annual rate equal to the annual short-term applicable federal rate in effect at the date of the Withdrawal Event as provided under Section 7872 of the Code. The interest may be paid in cash or NACCO Class A Shares on the same basis as is provided in Section 8.7 with respect to payment of the Purchase Price. 8. TRANSFER OF PARTNERSHIP INTERESTS. 8.1 Securities Laws. Each Partner acknowledges that its Partnership Interest was offered and sold in reliance upon the representation, hereby affirmed, that such Partnership Interest is being acquired for investment for such Partner's own account or in his fiduciary capacity for a fiduciary account, as appropriate, and not with a view to, or for resale in connection with, the distribution of such Partnership Interest or any interest therein. Each Partner also acknowledges that such Partner's Partnership Interest has not been registered under the Securities Act of 1933 (the "Securities Act") or any state securities laws. Notwithstanding any other provision in this Agreement, but subject to express written waiver by the General Partners in the exercise of their reasonable judgment, no portion of or interest in any Partnership Interest may be offered for sale or be the subject of a Transfer without the registration of the Partnership Interest under the Securities Act and applicable state securities laws, unless the Partnership shall have received such assurances satisfactory to the General Partners that such Transfer of Partnership Interests does not violate the Securities Act, any state securities laws or any other law applicable to the Partnership, which assurances may include, without limitation, such legal opinions which they in their good faith and reasonable discretion deem appropriate in light of the 21 facts and circumstances relating to such proposed Transfer of Partnership Interests, together with such representations, warranties and indemnifications from the Transferor and the Transferee as the General Partners in their good faith and reasonable discretion deem appropriate to confirm the accuracy of the facts and circumstances that are the basis for any such opinion or other assurances and to protect the Partnership and the other Partners from any liability resulting from any such Transfer of Partnership Interests. Such opinions, representations, warranties and indemnities may include, without limitation, assurance that the Transfer of Partnership Interests is exempt from any registration or qualification provisions arising under applicable federal and state securities laws and would not require the registration or qualification of the Partnership Interest under any such laws. 8.2 Restriction on Transfers. Except as otherwise provided in this Agreement, no Partner shall Transfer any of the Partnership Interests now owned or hereafter acquired by such Partner. Moreover, no Partner shall Transfer or attempt to Transfer any Partnership Interest if such Transfer or attempted Transfer is to a Person other than an Authorized Transferee of such Partner. In the event of any purported or attempted Transfer of Partnership Interests that does not comply with this Agreement, the purported transferee or successor by operation of law shall not be deemed to be a Partner of the Partnership for any purpose and shall not be entitled to any of the rights of a Partner of the Partnership, including, without limitation, the right to vote the Partnership Interests or to receive a certificate for Partnership Interests or any distributions of any kind on or with respect to Partnership Interests. Any purported or attempted Transfer of Partnership Interests made other than in accordance with the provisions of this Agreement shall be void ab initio and the last holder of record who acquired such Partnership Interests in a manner not contrary to the provisions of this Agreement shall be recognized as the holder of such Partnership Interests for all purposes and the Partnership Interests shall continue to be treated as Partnership Interests for all purposes under this Agreement, shall be deemed owned by such recognized holder for purposes of the operation of this Agreement and shall continue to be subject to the terms of this Agreement. 8.3 Permitted Transfers. (a) Notwithstanding anything to the contrary contained herein (other than Sections 5.2(d), 8.1 and 8.2, which will apply to any Transfer of Partnership Interests), each Partner shall be entitled to Transfer all or any portion of his Partnership Interests to any Authorized Transferee of such Partner, provided that such Partner has first obtained the written consent of the General Partners owning at least a majority of the General Partnership Interests, which consent may be withheld for any reason or for no reason at all, without need to comply with the other provisions of this Agreement. (b) Each of the Partners hereby acknowledges and consents to, and waives any rights such Partner may have under this Agreement with respect to all Transfers of Partnership Interests made by gift prior to the date hereof by any Partner to any Person. Each Partner hereby agrees to be subject to the restrictions and obligations of a Partner under this Agreement and to hold all Partnership Interests now owned or later acquired by such Partner in accordance with the terms of this Agreement. 22 8.4 Purchase Right. Subject to Section 8.10, at any time after the date hereof, the Partnership and the Family Holders shall have a right of first refusal (the "Purchase Right") to purchase, pursuant to the terms of this Section 8.4, from any Partner (for purposes of this Section 8.4, a "Selling Partner") intending to Transfer, other than as permitted in Section 8.3 of this Agreement, all or, if not prohibited by Section 5.2(d), any portion, of his Partnership Interests (including any Partnership Interests acquired after the date hereof). (a) A Selling Partner intending to Transfer all or, if not prohibited by Section 5.2(d), any portion, of his Partnership Interests shall first deliver to the Partnership a written notice (the "Seller's Notice") specifying (i) the Partnership Interests to be transferred (the "Offered Interests"); and (ii) the identity of the proposed Authorized Transferee(s). (b) Within ten (10) days after the Partnership's receipt of the Seller's Notice, the Partnership shall deliver to the Selling Partner a Valuation Notice setting forth the Initial Value and the General Partners and the Selling Partner shall determine the Purchase Price pursuant to Section 1.56 of this Agreement. (c) Within ten (10) days after the Starting Date, the Partnership shall notify each Family Holder (other than the Selling Partner) of (iii) the Starting Date; (iv) the number of Offered Interests; and (v) the Purchase Price of the Offered Interests. The Partnership's notice shall include a copy of the Seller's Notice. (d) Within twenty-five (25) days after the Starting Date, each Family Holder (other than the Selling Partner) shall notify the Partnership of how many, if any, of the Offered Interests he elects to purchase. (e) Within thirty-five (35) days after the Starting Date, the Partnership shall provide written notice to the Selling Partner and to each other Partner of (i) the number of Offered Interests to be purchased by Family Holders and the allocation of the Offered Interests among the Family Holders pursuant to the terms of Section 8.6; (ii) the number of Offered Interests to be purchased by the Partnership pursuant to the terms of Section 8.6; and (iii) the time, date and place of Closing, which shall be no sooner than ninety (90) days after the Starting Date and no later than one hundred twenty (120) days after the Starting Date. (f) The Offered Interests shall be allocated among the Partnership and the Family Holders, and within each Family Group among its Family Holders, in the manner provided in Section 8.6. (g) If the Family Holders and the Partnership do not elect to purchase all of the Offered Interests, then the Selling Partner may, subject to Sections 5.2(d), 8.1 and 8.2, Transfer the portion of the Offered Interests that the Family Holders and the Partnership do not elect to purchase (the "Waived Interests") to the Authorized Transferee(s) of the Selling Partner specified in the Seller's Notice; provided, however, that such Transfer occurs on terms no more favorable to such Authorized Transferee(s) than the terms of the purchase of the Offered Interests by the Family Holders and the Partnership. In no event shall any Selling Partner Transfer, or 23 attempt to Transfer, any Waived Interests to a Person who is not an Authorized Transferee of the Selling Partner. 8.5 Repurchase Obligations to Purchase Partnership Interests. At any time after the date hereof, the Partnership and the Family Holders shall collectively have the obligation (the "Repurchase Obligation") to purchase from any Person who is then a Former Partner all of the Partnership Interests (the "Repurchase Interests") directly or indirectly owned by such Former Partner immediately prior to the applicable Withdrawal Event, and such Former Partner shall be obligated to sell to the purchasing Family Holders and/or the Partnership, as the case may be, all of his Repurchase Interests. The Repurchase Obligation shall be effected as follows: (a) Within ten (10) days after the Partnership's receipt of a notice from a Former Partner as provided in Section 7.2 or the Partnership's independent determination that a Withdrawal Event has occurred, the Partnership shall provide written notice (the "Repurchase Notice") to the Former Partner of (i) the Repurchase Obligation; (ii) the number of Repurchase Interests; and (iii) the Initial Value of the Repurchase Interests. Thereafter, the Partnership and the Former Partner shall determine the Purchase Price pursuant to Section 1.56. (b) Within ten (10) days after the Starting Date, the Partnership shall notify each Family Holder of (i) the occurrence of the Repurchase Obligation; (ii) the number of Repurchase Interests; (iii) the Purchase Price of the Repurchase Interests; (iv) the provisions set forth in Section 7.4; and (v) the Starting Date. (c) Within twenty-five (25) days after the Starting Date, each Family Holder shall notify the Partnership of how many, if any, of the Repurchase Interests he elects to purchase. (d) Within thirty-five (35) days after the Starting Date, the Partnership shall provide written notice to the Former Partner and to each Partner of (i) the allocation of the Repurchase Interests among the Family Holders pursuant to the terms of Section 8.6 of this Agreement; (ii) the number of Repurchase Interests to be purchased by the Partnership pursuant to the terms of Section 8.6; (iii) the time, date and place of Closing, which shall be no sooner than ninety (90) days after the Starting Date and no later than one hundred twenty (120) days after the Starting Date; and (iv) amounts payable to the Former Partner pursuant to Section 7.3. (e) The Repurchase Interests shall be allocated among the Partnership and the Family Holders, and within each Family Group among its Family Holders, in the manner provided in Section 8.6. 8.6 Allocation of Offered Interests / Repurchase Interests. Offered Interests and Repurchase Interests shall be allocated among the Partnership and the Family Holders pursuant to the terms of this Section 8.6. At the Closing, the Partnership and such Family Holders, as the case may be, shall be obligated to purchase the Offered Interests or Repurchase Interests so allocated pursuant to the terms of this Agreement. Notwithstanding anything to the contrary contained herein, no Family Holder shall be entitled to receive, or be obligated to purchase, more Partnership Interests than such Family Holder has elected to purchase pursuant to Section 8.4(d) 24 or 8.5(c), as the case may be. All Offered Interests or Repurchase Interests shall be allocated as follows: (a) Allocation to Original Holders of Offered Interests. Any Offered Interests or Repurchase Interests shall first be allocated collectively to Family Holders who are members of the Family Group (the "Original Holders") to which the Selling Partner belongs or to which the Former Partner belonged prior to the applicable Withdrawal Event to the extent such Original Holders have elected to purchase the Offered Interests or Repurchase Interests. Such Offered Interests or Repurchase Interests shall be allocated among the Original Holders in accordance with Section 8.6(d). (b) Allocation among Family Groups. Any Offered Interests or Repurchase Interests not allocated pursuant to Section 8.6(a) (the "Remaining Interests") shall be allocated collectively among Family Holders of the Family Groups (other than the Original Holders) which have Partners electing to purchase Offered Interests or Repurchase Interests as follows: (i) If Family Holders of a Family Group have collectively elected to purchase an amount of Offered Interests or Repurchase Interests which is less than or equal to the Family Holders' Family Group Proportionate Part of the Remaining Interests, then such Family Holders of such Family Group shall collectively be allocated the amount of Partnership Interests that such Family Holders have collectively elected to purchase. (ii) If Family Holders of a Family Group have collectively elected to purchase an amount of Offered Interests or Repurchase Interests which is greater than the Family Holders' Family Group Proportionate Part of the Remaining Interests, then such Family Holders of such Family Group shall collectively, in the first instance, be allocated the Family Holders' Family Group Proportionate Part of the Remaining Interests. (iii) If additional Remaining Interests remain to be allocated after the application of subsections (i) and (ii) above (the "Outstanding Remaining Interests"), then the Family Holders of each Family Group which has collectively elected to purchase an amount of Offered Interests or Repurchase Interests which exceeds the Family Holders' Family Group Proportionate Part of the Remaining Interests shall be allocated an additional amount of the Remaining Interests equal to the lesser of: (A) The amount of Offered Interests or Repurchase Interests which Family Holders of such Family Group elected to purchase but which were not allocated to it by reason of subsection (ii) above, or 25 (B) That portion of the Outstanding Remaining Interests represented by a fraction the numerator of which is the percentage of Partnership Interests held by Family Holders of such Family Group (prior to such allocation), and the denominator of which is the percentage, as the case may be, of Partnership Interests held by Family Holders of all Family Groups which have elected to purchase an amount of Offered Interests or Repurchase Interests in excess of the amount of those Offered Interests or Repurchase Interests previously allocated to them under this Section 8.6. (iv) Any Partnership Interests remaining to be allocated after the application of subsections (i), (ii) and (iii) above, shall be allocated in accordance with the procedures described in subsection (iii) above until either (A) all of the Offered Interests or Repurchase Interests, as the case may be, which Family Holders have elected to purchase have been allocated, or (B) there remains Family Holders of only one Family Group which has not been allocated all of the Offered Interests or Repurchase Interests it has elected to purchase, in which event all of the then unallocated Offered Interests or Repurchase Interests shall be collectively allocated to Family Holders of such Family Group up to the amount that such Family Holders of such Family Group elected to purchase. (c) Allocation to the Partnership. The Partnership shall have the right, but shall not be obligated, to purchase any Offered Interests not allocated to Family Holders of a Family Group. The Partnership shall be obligated to purchase any Repurchase Interests not allocated to Family Holders of a Family Group. (d) Allocation of Partnership Interests among Family Group Members. Offered Interests or Repurchase Interests collectively allocated to Family Holders of a Family Group (including Original Holders) pursuant to Sections 8.6(a) or 8.6(b) shall be allocated among the Family Holders of such Family Group, as follows: (i) First, to the Qualified Trust of the Family Group Head of such Family Group in an amount equal to the amount of Offered Interests or Repurchase Interests such Qualified Trust of the Family Group Head elects to purchase; and (ii) Second, to each Family Holder, other than the Qualified Trust of the Family Group Head, electing to purchase Offered Interests or Repurchase Interests in an amount determined by multiplying (A) the amount of Offered Interests or Repurchase Interests allocated collectively to Family Holders of such Family Group and not purchased by the Qualified Trust of the Family Group Head, by (B) a fraction, the numerator of which is the amount of Offered 26 Interests or Repurchase Interests elected to be purchased by such Family Holder, and the denominator of which is the aggregate amount of Offered Interests or Repurchase Interests elected to be purchased by all Family Holders, other than the Qualified Trust of the Family Group Head, belonging to such Family Group. 8.7 Terms of Sale. The Purchase Price for all Partnership Interests purchased pursuant to Section 8.4 or Section 8.5 of this Agreement shall be paid at the Closing, as follows: (a) If the purchaser is the Partnership, the Partnership, at its election and after consultation with counsel, may pay its portion of the Purchase Price in NACCO Class A Shares, immediately available United States funds, or any combination of such consideration as follows: (i) to the extent that the Partnership elects to pay the Purchase Price in NACCO Class A Shares, the Partnership shall deliver to the Selling Partner such number of NACCO Class A Shares as shall be equal to the quotient of (A) the portion of the Purchase Price payable in NACCO Class A Shares, divided by (B) the Applicable NACCO Class A Closing Price Average (if necessary the Partnership may, subject to Section 5.2, convert any NACCO Class B Shares held by the Partnership to NACCO Class A Shares to pay such Purchase Price); and (ii) immediately available United States funds equal to that portion of the Purchase Price not paid by delivery of NACCO Class A Shares. (b) If the purchaser is a Partner, such Partner, at his election, may pay his portion of the Purchase Price in NACCO Class A Shares, immediately available United States funds, or any combination of such consideration as follows: (i) to the extent that the Partner elects to pay the Purchase Price in NACCO Class A Shares, such Partner shall deliver to the Selling Partner such number of NACCO Class A Shares as shall be equal to the quotient of (A) the portion of the Purchase Price payable in NACCO Class A Shares, divided by (B) the Applicable NACCO Class A Closing Price Average; and (ii) immediately available United States funds equal to that portion of the Purchase Price not paid by delivery of NACCO Class A Shares. 8.8 Closing. (a) The closing of the purchase and sale of any Partnership Interests pursuant to this Agreement (the "Closing") shall occur at the time, date and place specified by the Partnership in its written notice pursuant to Sections 8.4(e)(iii) or 8.5(d)(iii), as the case may be. 27 (b) At the Closing, transfer instruments shall be respectively delivered by the Selling Partner or the Former Partner, as the case may be, to each purchaser against payment of such purchaser's portion of the Purchase Price and, if applicable, the amounts described in Section 7.4. Such delivery shall constitute warranties by the Selling Partner or the Former Partner, as the case may be, that such Person has full authority to Transfer the Partnership Interests to such purchaser and that such purchaser is acquiring the Partnership Interests free and clear of all liens, encumbrances or other outstanding interests of any nature, other than those created pursuant to the terms of this Agreement. (c) In the event of a Repurchase Obligation, the purchase and sale of the Repurchase Interests shall, for all purposes of this Agreement other than Section 7.3, be deemed to have occurred on the date of the Withdrawal Event. 8.9 Legal Requirements. The Transfer of any Partnership Interests pursuant to this Agreement shall be subject to compliance with all applicable state and federal securities laws, and each Partner agrees without additional consideration to do all necessary things reasonably requested by the Partnership in connection therewith, the reasonable expenses of such to be paid by the Selling Partner or the Former Partner, as the case may be. 8.10 Exceptions. (a) Notwithstanding anything to the contrary contained in this Agreement, the occurrence of an event described in Section 1.25, pursuant to which a Partner ceases to be a Partner and is thereafter treated as a Former Partner, shall not give rise to Purchase Rights under Section 8.4 but instead shall give rise to the Repurchase Obligation under Section 8.5. (b) The substitution of a trustee of a Partner shall not give rise to Purchase Rights under Section 8.4, provided that the substitute trustee has executed and delivered to the Partnership a counterpart of this Agreement agreeing to be subject to the restrictions and obligations of a Partner hereunder and to hold all Partnership Interests then owned or later acquired by such trust in accordance with the terms of this Agreement. (c) The termination of a Partner shall not give rise to Purchase Rights under Section 8.4, provided that such termination results in a Transfer of Partnership Interests only to Authorized Transferees of such Partner and to no other Person. 9. CODE SECTION 754 ELECTION. Upon the approval of the General Partners, the Partnership shall file an election under Code Section 754 to adjust the tax basis of the Partnership Property, with respect to any distribution of Partnership Property to a Partner permitted by this Agreement or a Transfer of a Partnership Interest in accordance with the terms of this Agreement, in accordance with Code Sections 734(b) and 743(b). The Partners acknowledge that once a Code Section 754 election shall be validly filed by the Partnership, it shall remain in effect indefinitely thereafter unless the Internal Revenue Service approves the revocation of such election. 28 10. DISSOLUTION. 10.1 Dissolution and Termination. The Partnership shall continue in existence until dissolved (a) with the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and Partners owning more than ninety percent (90%) of all Partnership Interests, or (b) with the consent of the General Partners, at such time, if any, as the Partnership ceases to own any NACCO Class A Shares and NACCO Class B Shares. In the event that the Partnership is dissolved, the assets of the Partnership shall be liquidated as promptly as is consistent with obtaining the Fair Market Value thereof, and the proceeds therefrom, together with any assets distributed in kind, shall be distributed (i) first to creditors to satisfy all debts and liabilities of the Partnership (including any liabilities arising under Section 8.5) other than loans or advances made by the Partners to the Partnership, (ii) then to the establishment of reserves deemed reasonably necessary by the General Partners to satisfy contingent or unforseen liabilities or obligations of the Partnership, (iii) then to the repayment of any loans or advances made by the Partners to the Partnership, (iv) with the balance, if any, to be distributed in accordance with the balances in each Partner's Capital Account at that time. Solely for the purposes of determining the balances of the Partner's Capital Accounts at that time, any Partnership Property that is distributed in kind shall be treated as though such Partnership Property were sold for its Fair Market Value as of the date of distribution, as determined by an Independent Appraiser. Upon completion of the foregoing, the Partnership shall be terminated. 10.2 Limitations On In Kind Distributions. Notwithstanding anything to the contrary contained in this Agreement, no distribution in kind of NACCO Class B Shares held by the Partnership shall be made unless such distribution by the Partnership is permitted under Article FOURTH, Section 4 of the NACCO Restated Certificate. 10.3 Continuation of Business. Neither the Transfer of any Partnership Interest pursuant to Section 8 hereof nor the bankruptcy or withdrawal of a Partner shall cause the dissolution or termination of the Partnership or have any effect upon the continuance of the Partnership business. No Partner shall have a right to withdraw from the Partnership or to abandon any Partnership Interest. 11. POWER OF ATTORNEY. 11.1 Grant of Power. (a) Each Partner by his signature below irrevocably makes, constitutes and appoints the General Partners and each of them, his true and lawful attorney in his name, place and stead in any capacities, with the power from time to time to substitute or resubstitute one or more others as such attorney, and to make, execute, swear to, acknowledge, verify, deliver, file, record and publish any and all documents, certificates or other instruments which may be required or deemed desirable by the General Partners to (i) effectuate the provisions of any part of this Agreement or any amendments to this Agreement, (ii) enable the Partnership to conduct its business, (iii) comply with any applicable law in connection with the Partnership's conduct of its business, or (iv) retain professional services, including accounting and legal counsel, for the Partnership (including, without limitation, the waiver on behalf of the Partnership and each 29 Partner of any conflict arising from such professional's representation of another client on matters in which the interests of the Partnership, any Partner or any affiliate of the Partnership or any Partner may be adverse to such other client). (b) Each Partner by his signature below irrevocably makes, constitutes and appoints Alfred M. Rankin, Jr., Roger F. Rankin, Thomas T. Rankin, Claiborne R. Rankin, Dennis W. LaBarre, Thomas C. Daniels and Charles A. Bittenbender, and each of them, his true and lawful attorney in his name, place and stead in any capacities, with the power from time to time to substitute or resubstitute one or more others as such attorney, to execute any and all statements under Section 13 or Section 16 of the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, of beneficial ownership of NACCO Class A Shares and/or NACCO Class B Shares by the Partnership and its Partners, including all statements on Schedule 13D and all amendments thereto, all joint filing agreements pursuant to Rule 13d-l(k)(1) under such Act in connection with such statements, all initial statements of and changes of beneficial ownership on Forms 3, 4 and 5 and any and all other documents to be filed with the Securities and Exchange Commission, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission. (c) Each Partner grants to said attorney or attorneys-in-fact, and each of them, full power and authority to do so and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue of this Section 11.1. 11.2 Irrevocable Nature. It is expressly intended by each Partner that the foregoing power of attorney is a special power of attorney coupled with an interest in favor of each of those appointed as attorney-in-fact on his behalf, and as such shall be irrevocable and shall survive such Partner's dissolution or other termination of existence. 11.3 Further Assurances - Power of Attorney. If applicable law requires additional or substituted language in order to validate the power of attorney intended to be granted by this Section 11, each Partner agrees to execute and deliver such additional instruments and to take such further acts as may be necessary to validate such power of attorney. 11.4 Transfer of Partnership Interests. The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in his Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession. 30 12. GENERAL PROVISIONS. 12.1 Obtaining Partner Approvals of Partnership Actions. The requisite approval of the General Partners or Partners, whichever is appropriate, may take the form of the approval of an outline of the general terms of the transaction, and the negotiation of detailed terms may be delegated to the General Partners or to any one or more specified Partners, or the approval may be in the form of a blanket delegation of authority to the General Partners or to any one or more specified Partners to act on behalf of the Partnership in regard to a particular transaction that is being considered. 12.2 Arbitration. Any Arbitrable Dispute shall be finally settled by arbitration under the then applicable Commercial Arbitration Rules of the American Arbitration Association, by one or more arbitrators agreed upon by the parties or, in the absence of such an agreement, appointed in accordance with such Rules. The arbitration proceedings shall be held in Cleveland, Ohio. Judgment upon the award rendered may be entered in any court having jurisdiction and application may be made to such court for judicial acceptance of such award and an order of enforcement as the case may be. The Partners hereby agree that the rendering of an award by the arbitrator or arbitrators shall be a condition precedent to the initiation of any legal proceedings with respect to any Arbitrable Dispute. 12.3 Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been given (a) when the same are delivered in person, or (b) one business day after being sent by express or overnight mail or (c) three business days after being deposited in the United States first class mail, postage prepaid, to the Partners at the addresses set forth in Schedule B attached hereto, and to the Partnership at the address of its principal office, or at such other address as the General Partners may from time to time determine. A delivery receipt shall be conclusive evidence that the respective mailing has in fact been delivered and the date thereof. Any Partner may change his address for notices by designating a new address by notice given to the other Partners and the Partnership in accordance with this Section 12.3. 12.4 Waiver of Right to Partition. The Partners, by execution of this Agreement, waive their respective rights to partition of the Partnership Property. 12.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective Transferees. 12.6 Headings. The section headings in this Agreement are inserted solely as a matter of convenience and for reference, and are not a substantive part of this Agreement. 12.7 Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto and supersedes and cancels any oral representations, warranties, or communications among any parties hereto regarding the transactions contemplated hereby and the subject matter hereof. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, but only by an agreement in writing signed by the party against whom or which the enforcement of such change, waiver, discharge or termination is 31 sought. Notwithstanding the immediately preceding sentence, the General Partners may, without the consent of any other party, amend Schedule A and Schedule B as necessary to reflect the addition of any new Partners, any additional Capital Contributions by existing Partners, any change in Partnership Percentages by reason of disproportionate additional Capital Contributions or distributions or any Transfers of Partnership Interests, in each case as effected in accordance with the terms of this Agreement. 12.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. 12.9 Counterparts. This Agreement and any documents executed in connection herewith may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 12.10 Interpretation. All pronouns used herein shall be deemed to refer to the masculine, feminine or neuter gender as the context requires. All references herein to singular nouns shall, to the extent necessary, refer to the plural nouns and all references herein to plural nouns shall, to the extent necessary, refer to the singular noun. 12.11 Remedies Cumulative. All rights and remedies granted to the Partnership or to any Partner hereunder shall be cumulative with, and not in derogation of or exclusive of, any rights and remedies which may be available by operation of law or otherwise. 12.12 Further Assurances. Each of the parties hereto agrees to execute and deliver such instruments, and to take such other actions, as shall be necessary or appropriate in connection with the consummation of the transactions contemplated hereby or the operation of the Partnership. 12.13 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to any other Person or circumstance shall not be affected thereby and shall be enforced to the fullest extent permitted by law. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the court making the determination of invalidity or unenforceability shall have the power to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention that the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. 32 IN WITNESS WHEREOF, the Partners have hereunto set their hands and seals as of the day and year first above written. Trust created by the Agreement, dated July 20, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. Rankin, creating a trust for the benefit of Clara T. Rankin /s/ Alfred M. Rankin, Jr. ------------------------------------------- By: Alfred M. Rankin, Jr., Trustee SIGNATURE PAGE FOR AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF RANKIN ASSOCIATES IV, L.P. Trust created by the Agreement, dated as of September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Alfred M. Rankin, Jr., creating a trust for the benefit of Alfred M. Rankin, Jr. /s/ Alfred M. Rankin, Jr. -------------------------------------------- By: Alfred M. Rankin, Jr., Trustee SIGNATURE PAGE FOR AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF RANKIN ASSOCIATES IV, L.P. Trust created by the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin /s/ Thomas T. Rankin -------------------------------------------- By: Thomas T. Rankin, Trustee SIGNATURE PAGE FOR AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF RANKIN ASSOCIATES IV, L.P. Trust created by the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin /s/ Claiborne R. Rankin -------------------------------------------- By: Claiborne R. Rankin, Trustee SIGNATURE PAGE FOR AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF RANKIN ASSOCIATES IV, L.P. Trust created by the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin /s/ Roger F. Rankin -------------------------------------------- By: Roger F. Rankin, Trustee SIGNATURE PAGE FOR AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF RANKIN ASSOCIATES IV, L.P. Trust created by the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Bruce T. Rankin, creating a trust for the benefit of Bruce T. Rankin /s/ Alfred M. Rankin, Jr. -------------------------------------------- By: Alfred M. Rankin, Jr., Trustee EXHIBIT 1 RANKIN ASSOCIATES IV, L.P. FORM OF SIGNATURE PAGE FOR NEW PARTNER Limited Partner Signature Page for Amended and Restated Limited Partnership Agreement for Rankin Associates IV, L.P. (the "Partnership Agreement".) By signing below, the undersigned hereby (i) agrees to be subject to the restrictions and obligations of a Partner under the Partnership Agreement and to hold all Partnership Interests then owned or later acquired by the undersigned in accordance with the terms of the Partnership Agreement, and (ii) represents and warrants to the Partners (as that term is defined in the Partnership Agreement) as to the matters contained in Sections 3 and 7.1 of the Partnership Agreement. [QUALIFIED TRUST THAT IS AN AUTHORIZED TRANSFEREE AND A NEW PARTNER] By: --------------------------------- Name: --------------------------------- Title: Trustee --------------------------------- Dated: ------------------------------ EX-9 3 l12127aexv9.txt EXHIBIT 9 LETTER AGREEMENT Exhibit 2 RANKIN ASSOCIATES II, L.P. C/O RANKIN MANAGEMENT, INC. GENERAL PARTNER 5875 LANDERBROOK ROAD, SUITE 300 CLEVELAND, OHIO 44124 February 7, 2005 Rankin Management, Inc. General Partner of Rankin Associates II, L.P. 5875 Landerbrook Road Suite 300 Cleveland, Ohio 44124 Re: Letter Agreement Regarding Funding of Rankin Associates IV, L.P. Ladies and Gentlemen: 1. The undersigned are all of the partners of Rankin Associates II, L.P., a Delaware limited partnership ("RANKIN ASSOCIATES II"). 2. In order to facilitate the exchange of up to 400,000 shares of its Class A Common Stock, par value $1.00 per share, of NACCO Industries, Inc. ("CLASS A COMMON STOCK") with Class B Common Stock, par value $1.00 per share, of NACCO Industries, Inc., the partners of Rankin Associates mutually agree and consent pursuant to Section 5.2(c) of the Limited Partnership Agreement of Rankin Associates II, dated as of February 6, 1998, as amended (the "PARTNERSHIP AGREEMENT"), that on or after February 7, 2005: (a) Rankin Associates II will transfer 54.17888513% of its assets, consisting of 400,000 shares of Class A Common Stock, to a newly formed partnership, Rankin Associates IV, L.P., a Delaware limited partnership ("RANKIN ASSOCIATES IV"). (b) Simultaneously therewith, Rankin Associates II will distribute its entire interest in Rankin Associates IV to the partners identified in Exhibit A to this Letter Agreement in exchange for those partners' 54.17888513% interest in Rankin Associates II. (c) As a result of the distribution referred to in (b) immediately above, the partners identified in Exhibit A to this Letter Agreement will have general and limited partnership interests in Rankin Associates IV as set forth in Exhibit A to this Letter Agreement. (d) As a result of the distribution and exchange referred to in (b) above, all of the partners of Rankin Associates II will have their general and limited partnership interests in Rankin Associates II adjusted as set forth in Exhibit B to this letter Agreement. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. It may be executed by facsimile signature and may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which together shall constitute but one agreement. This Letter Agreement shall not be effective and binding upon any of the undersigned until such time as all of the partners of Rankin Associates II have executed this Letter Agreement. [SIGNATURE PAGES FOLLOW.] As of the date first written above, the undersigned partners of Rankin Associates II signify their agreement with the matters set forth herein. Trust created by the Agreement, dated July 20, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. Rankin, creating a trust for the benefit of Clara T. Rankin (successor in interest to the Trust created by the Agreement, dated July 12, 1967, as supplemented, amended and restated, between National City Bank, as trustee, and Clara T. Rankin, creating a trust for the benefit of Clara T. Rankin) By: /s/ Alfred M. Rankin, Jr. ------------------------------------- Name: Alfred M. Rankin, Jr. Title: Trustee Trust created by the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Alfred M. Rankin, Jr., creating a trust for the benefit of Alfred M. Rankin Jr., (successor in interest to the Trust created by the Agreement, dated August 30, 1967, as supplemented, amended and restated, between National City Bank, as trustee, and Alfred M. Rankin, Jr., creating a trust for the benefit of Alfred M. Rankin, Jr.) By: /s/ Alfred M. Rankin, Jr. ------------------------------------- Name: Alfred M. Rankin, Jr. Title: Trustee Trust created by the Agreement, dated September 28, 2000, as supplemented, amended and restated between Victoire G. Rankin, as trustee, and Victoire G. Rankin, creating a trust for the benefit of Victoire G. Rankin (successor in interest to the Trust created by the Agreement, dated July 1, 1969, as supplemented, amended and restated, between National City Bank, as trustee, and Victoire G. Rankin, creating a trust for the benefit of Victoire G. Rankin) By: /s/ Victoire G. Rankin ------------------------------------- Name: Victoire G. Rankin Title: Trustee Trust created by the Agreement, dated December 29, 1989, between Alfred M. Rankin, Jr., as trustee, and Helen P. (Rankin) Butler, creating a trust for the benefit of Helen P. (Rankin) Butler By: /s/ Alfred M. Rankin, Jr. ------------------------------------- Name: Alfred M. Rankin, Jr. Title: Trustee Trust created by the Agreement, dated June 17, 1999, between John C. Butler, Jr., as trustee, and John C. Butler, Jr., creating a trust for the benefit of John C. Butler, Jr. By: /s/ John C. Butler, Jr. ------------------------------------- Name: John C. Butler, Jr. Title: Trustee Clara Rankin Butler 2002 Trust, dated November 5, 2002, between John C. Butler, Jr., as trustee, and Helen Rankin Butler, creating a trust for the benefit of Clara Rankin Butler By: /s/ John C. Butler, Jr. ------------------------------------- Name: John C. Butler, Jr. Title: Trustee Griffin Bedwell Butler 2002 Trust, dated November 5, 2002, between John C. Butler, Jr., as trustee, and Helen Rankin Butler, creating a trust for the benefit of Griffin Bedwell Butler By: /s/ John C. Butler, Jr. ------------------------------------- Name: John C. Butler, Jr. Title: Trustee Trust created by the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. (Rankin) Williams, creating a trust for the benefit of Clara T. (Rankin) Williams By: /s/ Alfred M. Rankin, Jr. ------------------------------------- Name: Alfred M. Rankin, Jr. Title: Trustee /s/ David B. H. Williams ------------------------------------- David B. H. Williams Margo Jamison Victoire Williams 2004 Trust, dated December 10, 2004, between David B. H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Margo Jamison Victorie Williams By: /s/ David B. H. Williams ------------------------------------- Name David B. H. Williams Title: Trustee Helen Charles Williams 2004 Trust, dated December 10, 2004, between David B. H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Helen Charles Williams By: /s/ David B. H. Williams ------------------------------------- Name: David B. H. Williams Title: Trustee Trust created by the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin By: /s/ Thomas T. Rankin ------------------------------------- Name: Thomas T. Rankin Title: Trustee /s/ Corbin K. Rankin ------------------------------------------ Corbin K. Rankin Trust created by the Agreement, dated December 20, 1993, between Thomas T. Rankin, as co-trustee, and Matthew M. Rankin, as co-trustee, and Matthew M. Rankin, creating a trust for the benefit of Matthew M. Rankin By: /s/ Thomas T. Rankin ------------------------------------- Name: Thomas T. Rankin Title: Co-Trustee By: /s/ Matthew M. Rankin ------------------------------------- Name: Matthew M. Rankin Title: Co-Trustee /s/ Elizabeth B. Rankin ------------------------------------------ Elizabeth B. Rankin /s/ James T. Rankin ------------------------------------------ James T. Rankin /s/ Thomas Parker Rankin ------------------------------------------ Thomas Parker Rankin Trust created by the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin By: /s/ Claiborne R. Rankin ------------------------------------- Name: Claiborne R. Rankin Title: Trustee Trust created under the Agreement, dated June 1, 1995, between Chloe O. Rankin, as Trustee, and Chloe O. Rankin, for the benefit of Chloe O. Rankin By: /s/ Chloe O. Rankin ------------------------------------- Name: Chloe O. Rankin Title: Trustee Trust created by the Agreement, dated August 25, 2000, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, Jr., creating a trust for the benefit of Claiborne R. Rankin, Jr. By: /s/ Claiborne R. Rankin ------------------------------------- Name: Claiborne R. Rankin Title: Trustee Trust created by the Agreement, dated January 13, 1998, between Claiborne R. Rankin, as trustee, and Chloe R. Seelbach, creating a trust for the benefit of Chloe R. Seelbach By: /s/ Claiborne R. Rankin ------------------------------------- Name: Claiborne R. Rankin Title: Trustee /s/ Scott Seelbach ------------------------------------------ Scott Seelbach Trust created by the Agreement, dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Taplin Elizabeth Seelbach By: /s/ Chloe R. Seelbach ------------------------------------- Name: Chloe R. Seelbach Title: Trustee Trust created by the Agreement, dated December 21, 2004, between Claiborne R. Rankin, as trustee, and Julia L. Rankin, creating a trust for the benefit of Julia L. Rankin By: /s/ Claiborne R. Rankin ------------------------------------- Name: Claiborne R. Rankin Title: Trustee Trust created by the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin By: /s/ Roger F. Rankin ------------------------------------- Name: Roger F. Rankin Title: Trustee Trust created by the Agreement, dated September 11, 2000, as supplemented, amended and restated, between Alison A. Rankin, as trustee, and Alison A. Rankin, creating a trust for the benefit of Alison A. Rankin By: /s/ Alison A. Rankin ------------------------------------- Name: Alison A. Rankin Title: Trustee Irrevocable Trust No. 1, dated December 18, 1997, for the benefit of A. Farnham Rankin, Alison A. Rankin as trustee, with Roger Rankin, Grantor By: /s/ Alison A. Rankin ------------------------------------- Name: Alison A. Rankin Title: Trustee Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of A. Farnham Rankin, Alison A. Rankin as trustee By: /s/ Alison A. Rankin ------------------------------------- Name: Alison A. Rankin Title: Trustee Irrevocable Trust No. 1, dated December 18, 1997, for the benefit of Elisabeth M. Rankin, Alison A. Rankin as trustee, with Roger Rankin, Grantor By: /s/ Alison A. Rankin ------------------------------------- Name: Alison A. Rankin Title: Trustee Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of Elisabeth M. Rankin, Alison A. Rankin, as trustee By: /s/ Alison A. Rankin ------------------------------------- Name: Alison A. Rankin Title: Trustee Trust created by the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Bruce T. Rankin, creating a trust for the benefit of Bruce T. Rankin (successor in interest to the Trust created by the Agreement, dated August 12, 1974, as supplemented, amended and restated, between National City Bank, as trustee, and Bruce T. Rankin, creating a trust for the benefit of Bruce T. Rankin) By: /s/ Alfred M. Rankin, Jr. ------------------------------------- Name: Alfred M. Rankin, Jr. Title: Trustee AGREED TO AND ACCEPTED BY: Rankin Management, Inc., General Partner of Rankin Associates II By: /s/ Alfred M. Rankin, Jr. --------------------------------------------------------------------------- Name: Alfred M. Rankin, Jr. Title: President EXHIBIT A
INTEREST IN RA II INTEREST TO BE REDEEMED IN RA IV ----------------- ------------- GENERAL PARTNERSHIP INTEREST Rankin Management, Inc. 0.01354472% 0.02500000% LIMITED PARTNERSHIP INTEREST Alfred M. Rankin, Jr. Trust 1.35108595% 2.49375000% Thomas T. Rankin Trust 1.35108595% 2.49375000% Roger F. Rankin Trust 1.35108595% 2.49375000% Claiborne R. Rankin Trust 1.35108595% 2.49375000% Bruce T. Rankin Trust 8.04657468% 14.85186465% Clara T. Rankin Trust 40.71442193% 75.14813535% ------------ ------------- 54.17888513% 100.00000000%
EXHIBIT B SCHEDULE OF RANKIN ASSOCIATES II PARTNERSHIP INTERESTS AFTER DISTRIBUTION OF RANKIN ASSOCIATES IV PARTNERSHIP INTERESTS
REMAINING REMAINING RA II INTEREST IN INTEREST IN INTEREST IN INTERESTS AS RA II RA II BEFORE RA II AFTER OF 1/26/05 TO BE REDEEMED ADJUSTMENT ADJUSTMENT ------------ -------------- ------------ ------------- GENERAL PARTNERSHIP INTEREST Rankin Management, Inc. 1.08357770% 0.01354472% 1.07003298% 2.33523995% LIMITED PARTNERSHIP INTEREST Alfred M. Rankin, Jr. Trust 6.25034839% 1.35108595% 4.89926244% 10.69215024% Thomas T. Rankin Trust 7.59015532% 1.35108595% 6.23906937% 13.61614485% Roger F. Rankin Trust 6.93455430% 1.35108595% 5.58346835% 12.18536120% Claiborne R. Rankin Trust 7.58130153% 1.35108595% 6.23021558% 13.59682234% Bruce T. Rankin Trust 16.98838457% 8.04657468% 8.94180989% 19.51460569% Clara T. Rankin Trust 40.71442193% 40.71442193% 0.00000000% 0.00000000% Victoire G. Rankin Trust 0.28663994% 0.28663994% 0.62556300% Helen Rankin Butler Trust 0.71704985% 0.71704985% 1.56488958% John C. Butler, Jr. Trust 0.53813409% 0.53813409% 1.17442383% Clara Rankin Butler Trust 0.53813409% 0.53813409% 1.17442383% Griffin Bedwell Butler Trust 0.43864696% 0.43864696% 0.95730311% Clara Rankin Williams Trust 0.71704985% 0.71704985% 1.56488958% David B. H. Williams 0.43864696% 0.43864696% 0.95730312% Margo Jamison Victoire Williams Trust 0.27018028% 0.27018028% 0.58964143% Helen Charles Williams Trust 0.13689678% 0.13689678% 0.29876353% Corbin K. Rankin 0.24969307% 0.24969307% 0.54493015% Matthew M. Rankin Trust 0.54092626% 0.54092626% 1.18051746% Elizabeth B. Rankin 0.14196889% 0.14196889% 0.30983290% James T. Rankin 0.54092626% 0.54092626% 1.18051746% Thomas Parker Rankin 1.35360954% 1.35360954% 2.95411743% Chloe O. Rankin Trust 0.28663994% 0.28663994% 0.62556300% Claiborne R. Rankin, Jr. Trust 0.62391675% 0.62391675% 1.36163590% Chloe R. Seelbach Trust 0.55619315% 0.55619315% 1.21383592% Scott W. Seelbach 0.17891576% 0.17891576% 0.39046575% Taplin Elizabeth Seelbach Trust 0.04563226% 0.04563226% 0.09958784% Julia L. Rankin Trust 1.03025839% 1.03025839% 2.24843589% Alison A. Rankin Trust 0.28663994% 0.28663994% 0.62556300% A. Farnham Rankin Trust No. 1 0.92848977% 0.92848977% 2.02633605% A. Farnham Rankin Trust No. 2 0.41392668% 0.41392668% 0.90335358% Elisabeth M. Rankin Trust No. 1 0.92848977% 0.92848977% 2.02633605% Elisabeth M. Rankin Trust No. 2 0.66965102% 0.66965102% 1.46144637% ------------ ------------ ------------ ------------- TOTAL 99.99999999% 54.17888513% 45.82111486% 100.00000000%
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