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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

or

Commission File No. 000-54799

HYSTER-YALE MATERIALS HANDLING, INC. (Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (440) 449-9600

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: Class B Common Stock, Par Value $0.01 Per Share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES NO �

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES � NO

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES NO �

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES NO �

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. �

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) YES � NO

Aggregate market value of Class A Common Stock and Class B Common Stock held by non-affiliates as of June 28, 2013 (the last business day of the registrant's most recently completed second fiscal quarter): $723,463,931

Number of shares of Class A Common Stock outstanding at February 11, 2014 : 12,700,978 Number of shares of Class B Common Stock outstanding at February 11, 2014 : 4,015,265

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company's Proxy Statement for its 2014 annual meeting of stockholders are incorporated herein by reference in Part III of this Form 10-K.

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

� TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Delaware (State or other jurisdiction of incorporation or organization)

31-1637659 (I.R.S. Employer Identification No.)

5875 Landerbrook Drive, Suite 300, Cleveland, Ohio

(Address of principal executive offices) 44124-4069 (Zip Code)

Title of each class Name of each exchange on which registered

Class A Common Stock, Par Value $0.01 Per Share New York Stock Exchange

Large accelerated filer Accelerated filer � Non-accelerated filer � Do not check if a smaller reporting company)

Smaller reporting company �

HYSTER-YALE MATERIALS HANDLING, INC.

TABLE OF CONTENTS

PAGE

PART I.

Item 1. BUSINESS 1

Item 1A. RISK FACTORS 5

Item 1B. UNRESOLVED STAFF COMMENTS 9

Item 2. PROPERTIES 9

Item 3. LEGAL PROCEEDINGS 9

Item 4. MINE SAFETY DISCLOSURES 9

Item 4A. EXECUTIVE OFFICERS OF THE REGISTRANT 10

PART II.

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF

EQUITY SECURITIES 11

Item 6. SELECTED FINANCIAL DATA 12

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 13

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 28

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 28

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 28

Item 9A. CONTROLS AND PROCEDURES 29

Item 9B. OTHER INFORMATION 29

PART III.

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 29

Item 11. EXECUTIVE COMPENSATION 29

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER

MATTERS 30

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 30

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 30

PART IV.

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 30

SIGNATURES 31

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA F-1

EXHIBIT INDEX X-1

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PART I Item 1. BUSINESS

General Hyster-Yale Materials Handling, Inc. ("Hyster-Yale" or the "Company") and its subsidiaries, including its operating company NACCO Materials Handling Group, Inc. ("NMHG"), is a leading designer, engineer, manufacturer, seller and servicer of a comprehensive line of lift trucks and aftermarket parts marketed globally primarily under the Hyster ® and Yale ® brand names, mainly to independent Hyster ® and Yale ® retail dealerships. Lift trucks and component parts are manufactured in the United States, Northern Ireland, Mexico, The Netherlands, Italy, the Philippines, Vietnam, Japan, Brazil and China. Hyster-Yale was incorporated as a Delaware corporation in 1991. On September 28, 2012, NACCO Industries, Inc., ("NACCO"), the Company's former parent company, spun-off the Company to NACCO stockholders. In the spin-off, NACCO stockholders, in addition to retaining their shares of NACCO common stock, received one share of Hyster-Yale Class A common stock and one share of Hyster-Yale Class B common stock for each share of NACCO Class A common stock or Class B common stock. The Company makes its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports available, free of charge, through its website, www.hyster-yale.com, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”). Business Segments The Company operates three reportable segments: the Americas, Europe and Asia-Pacific. See Note 16 to the consolidated financial statements in this Annual Report on Form 10-K for further discussion. Manufacturing and Assembly

The Company manufactures components, such as frames, masts and transmissions, and assembles lift trucks in the market of sale whenever practical to minimize freight cost and balance currency mix. In some instances, however, it utilizes one worldwide location to manufacture specific components or assemble specific lift trucks. Additionally, components and assembled lift trucks are exported to locations when it is advantageous to meet demand in certain markets. The Company operates twelve manufacturing and assembly facilities worldwide with five plants in the Americas, three in Europe and four in Asia-Pacific, including joint venture operations.

Sales of lift trucks represented approximately 82% of the Company’s annual revenues in 2013 (approximately 55% internal combustion engine units and approximately 27% electric units), 82% in 2012 and 83% in 2011 . Service, rental and other revenues were approximately 5% in 2013 , 5% in 2012 and 4% in 2011 .

During 2013 , the Company’s retail shipments in North America by end market were approximately 28% to the manufacturing market, approximately 14% to the wholesale distribution market, approximately 14% to the food and beverage market, approximately 10% to the rental market, approximately 10% to the home centers and retail market, approximately 9% to the freight and logistics market and approximately 7% to the paper market.

Aftermarket Parts

The Company offers a line of aftermarket parts to service its large installed base of lift trucks currently in use in the industry. The Company offers online technical reference databases specifying the required aftermarket parts to service lift trucks and an aftermarket parts ordering system. Aftermarket parts sales represented approximately 13% of the Company’s annual revenues in each of 2013 , 2012 and 2011 . The Company sells Hyster ® - and Yale ® -branded aftermarket parts to dealers for Hyster ® and Yale ® lift trucks. The Company also sells aftermarket parts under the UNISOURCE™, MULTIQUIP™ and PREMIER™ brands to Hyster ® and Yale ® dealers for the service of competitor lift trucks. The Company has a contractual relationship with a third-party, multi-brand, aftermarket parts wholesaler in the Americas and Europe whereby orders from the Company's dealers for parts for lift trucks are fulfilled by the third party who then pays the Company a commission.

Marketing

The Company’s marketing organization is structured in three regional divisions: the Americas; Europe, which includes the Middle East and Africa; and Asia-Pacific. In each region, certain marketing support functions for the Hyster ® and Yale ® brands are carried out by shared services teams. These activities include sales and service training, information systems support,

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product launch coordination, specialized sales material development, help desks, order entry, marketing strategy and field service support.

Patents, Trademarks and Licenses

The Company relies on a combination of trade secret protection, trademarks, copyrights, and patents to establish and protect the Company's proprietary rights. These intellectual property rights may not have commercial value or may not be sufficiently broad to protect the aspect of the Company's technology to which they relate or competitors may design around the patents. We are not materially dependent upon patents or patent protection; however, as materials handling equipment has become more technologically advanced, the Company and its competitors have increasingly sought patent protection for inventions incorporated into their respective products. The Company owns the Hyster ® and Yale ® trademarks and believe these trademarks are material to its business.

Distribution Network

The Company distributes lift trucks primarily through two channels: independent dealers and a National Accounts program. In addition, the Company distributes aftermarket parts and service for its lift trucks through its independent dealers. The Company’s end-user base is diverse and fragmented, including, among others, light and heavy manufacturers, trucking and automotive companies, rental companies, building materials and paper suppliers, lumber, metal products, warehouses, retailers, food distributors, container handling companies and domestic and foreign governmental agencies.

Independent Dealers

The Company’s dealers, located in 132 countries, are generally independently owned and operated. In the Americas, Hyster ® had 49 independent dealers and Yale ® had 58 independent dealers as of December 31, 2013 . In Europe, Hyster ® had 54 independent dealers and Yale ® had 109 independent dealers as of December 31, 2013 . In Asia-Pacific, Hyster ® had 52 independent dealers and Yale ® had 12 independent dealers as of December 31, 2013 . As of December 31, 2013 , the Company had 21 dual-branded dealers in the Americas, one in Europe and three in Asia-Pacific.

National Accounts

The Company operates a National Accounts program for both Hyster ® and Yale ® . The National Accounts program focuses on large customers with centralized purchasing and geographically dispersed operations in multiple dealer territories. The National Accounts program accounted for 15% of new lift truck unit volume in each of 2013 , 2012 and 2011 . The independent dealers support the National Accounts program by providing aftermarket parts and service on a local basis. Dealers receive a commission for the support they provide in connection with National Accounts sales and for the preparation and delivery of lift trucks to customer locations. In addition to selling new lift trucks, the National Accounts program markets services, including full maintenance leases and fleet management.

Financing of Sales

The Company is engaged in a joint venture with General Electric Capital Corporation (“GECC”) to provide dealer and customer financing of new lift trucks in the United States. The Company owns 20% of the joint venture entity, NMHG Financial Services, Inc. (“NFS”), and receives fees and remarketing profits under a joint venture agreement. This agreement has a base term of five years and automatically renews for additional one-year terms unless written notice is given by either party at least 180 days prior to termination. The expiration of the base term is December 2018. The Company accounts for its ownership of NFS using the equity method of accounting.

In addition, the Company has entered into an operating agreement with GECC under which GECC provides leasing and financing services to Hyster ® and Yale ® dealers and their customers outside of the United States. GECC pays the Company a referral fee once certain financial thresholds are met. This agreement automatically renews for one-year terms unless written notice is given by either party at least 180 days prior to termination.

Under the joint venture agreement with NFS and the operating agreement with GECC, the Company’s dealers and certain customers are extended credit for the purchase of lift trucks to be placed in the dealer’s floor plan inventory or the financing of lift trucks that are sold or leased to customers. For some of these arrangements, the Company provides recourse or repurchase obligations to NFS or to GECC. In substantially all of these transactions, a perfected security interest is maintained in the lift trucks financed, so that in the event of a default, the Company has the ability to foreclose on the leased property and sell it through the Hyster ® or Yale ® dealer network. Furthermore, the Company has established reserves for exposures under these agreements when required. In addition, the Company has an agreement with GECC to limit its exposure to losses at certain eligible dealers. Under this agreement, losses related to guarantees for these certain eligible dealers are limited to 7.5% of their original loan balance. See Notes 11 and 18 to the Consolidated Financial Statements in this Form 10-K for further discussion.

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Backlog

As of December 31, 2013 , the Company’s backlog of unfilled orders placed with its manufacturing and assembly operations for new lift trucks was approximately 28,200 units, or approximately $717 million, of which substantially all is expected to be sold during fiscal 2014 . This compares with the backlog as of December 31, 2012 of approximately 27,300 units, or approximately $686 million. Backlog represents unfilled lift truck orders placed with the Company’s manufacturing and assembly facilities from dealers, National Accounts customers and contracts with the U.S. government. In general, unfilled orders may be canceled at any time prior to the time of sale; however, the Company can assess cancellation penalties on dealer orders within a certain period prior to initiating production.

Key Suppliers and Raw Materials

At times, the Company has experienced significant increases in its material costs, primarily as a result of global increases in industrial metals including steel, lead and copper and other commodity products, including rubber, due to increased demand and limited supply. While the Company attempts to pass these increased costs along to its customers in the form of higher prices for its products, it may not be able to fully offset the increased costs of industrial metals and other commodities, due to overall market conditions and the lag time involved in implementing price increases for its products.

A significant raw material required by the Company's manufacturing operations is steel which is generally purchased from steel producing companies in the geographic area near each of the Company's manufacturing facilities. The other significant components for the Company's lift trucks are axles, brakes, transmissions, batteries and chargers. These components are available from numerous sources in quantities sufficient to meet the Company's requirements. We depend on a limited number of suppliers for some of the Company's crucial components, including diesel and gasoline engines, which are supplied to us by, among others, Power Solutions International, Inc., Kubota Corp., and Cummins Inc., and cast-iron counterweights used to counter balance some lift trucks, which we obtain from, among others, North Vernon Industry Corp. and Eagle Quest International Ltd. Some of these critical components are imported and subject to regulations, such as customary inspection by the U.S. Customs and Border Protection under the auspices of the U.S. Department of Homeland Security, as well as the Company's own internal controls and security procedures. We believe comparable alternatives are available for all suppliers.

Competition

The Company is one of the leaders in the lift truck industry with respect to market share in the Americas and worldwide. Competition in the materials handling industry is intense and is based primarily on strength and quality of dealers, brand loyalty, customer service, new lift truck sales prices, availability of products and aftermarket parts, comprehensive product line offerings, product performance, product quality and features and the cost of ownership over the life of the lift truck. The Company competes with several global manufacturers that operate in all major markets.

The lift truck industry also competes with alternative methods of materials handling, including conveyor systems and automated guided vehicle systems.

The Company's aftermarket parts offerings compete with parts manufactured by other lift truck manufacturers as well as companies that focus solely on the sale of generic parts.

Cyclical Nature of Lift Truck Business

The Company’s lift truck business historically has been cyclical. Fluctuations in the rate of orders for lift trucks reflect the capital investment decisions of the Company’s customers, which depend to a certain extent on the general level of economic activity in the various industries the lift truck customers serve. During economic downturns, customers tend to delay new lift truck and parts purchases. Consequently, the Company has experienced, and in the future may continue to experience, significant fluctuations in its revenues and net income.

Research and Development

The Company’s research and development capability is organized around four major engineering centers, all coordinated on a global basis by the Company’s global executive administrative center. Products are designed for each brand concurrently and generally each center is focused on the global requirements for a single product line. The Company’s counterbalanced development center, which has global design responsibility for several classes of lift trucks for a highly diverse customer base, is located in Fairview, Oregon. The Company’s big truck development center is located in Nijmegen, The Netherlands, adjacent to a dedicated global big truck assembly facility. Big trucks are primarily used in handling shipping containers and in specialized heavy lifting applications. Warehouse trucks, which are primarily used in distribution applications, are designed based on regional differences in stacking and storage practices. The Company designs warehouse equipment for sale in the Americas market in Greenville, North Carolina, adjacent to the Americas assembly facility. The Company designs warehouse equipment for the European market in Masate, Italy adjacent to its assembly facilities for warehouse equipment. The Company

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also has an engineering Concept Center in the United Kingdom to support advanced design activities. In addition, the Company has an engineering office in India to support its global drafting and design activities for its four major engineering centers.

The Company’s engineering centers utilize a three-dimensional CAD/CAM system and are connected with one another, with all of the Company’s manufacturing and assembly facilities and with some suppliers. This allows for collaboration in technical engineering designs and collaboration with suppliers. Additionally, the Company solicits customer feedback throughout the design phase to improve product development efforts. The Company invested $69.2 million , $67.5 million and $61.3 million on product design and development activities in 2013 , 2012 and 2011 , respectively.

Sumitomo-NACCO Joint Venture

The Company has a 50% ownership interest in Sumitomo-NACCO Materials Handling Group, Ltd. (“SN”), a limited liability company that was formed in 1970 primarily to manufacture and distribute Sumitomo branded lift trucks in Japan and export Hyster ® - and Yale ® -branded lift trucks and related components and service parts outside of Japan. Sumitomo Heavy Industries, Ltd. owns the remaining 50% interest in SN. Each shareholder of SN is entitled to appoint directors representing 50% of the vote of SN’s board of directors. All matters related to policies and programs of operation, manufacturing and sales activities require mutual agreement between the Company and Sumitomo Heavy Industries, Ltd. prior to a vote of SN’s board of directors. As a result, the Company accounts for its ownership in SN using the equity method of accounting. The Company purchases Hyster ® - and Yale ® -branded lift trucks and related component and aftermarket parts from SN under normal trade terms for sale outside of Japan. The Company also contracts with SN for engineering design services on a cost plus basis and charges SN for technology used by SN but developed by the Company. During 2013 , SN sold more than 4,200 lift trucks.

Employees

As of January 31, 2013 , the Company had approximately 5,100 employees. Certain employees in the Danville, Illinois parts depot operations are unionized. The Company’s contract with the Danville union expires in June 2015. Employees at the facilities in Berea, Kentucky; Sulligent, Alabama; and Greenville, North Carolina are not represented by unions. In Brazil, all employees are represented by a union. The Company’s contract with the Brazilian union expires annually in October, at which time salaries are negotiated for the following year. In Mexico, certain shop employees are unionized and the current collective bargaining agreement expires in March 2014.

In Europe, certain employees in the Craigavon, Northern Ireland, Masate, Italy and Nijmegen, The Netherlands facilities are unionized. All of the European employees are part of works councils that perform a consultative role on business and employment matters.

The Company believes its current labor relations with both union and non-union employees are generally satisfactory. However, there can be no assurances that the Company will be able to successfully renegotiate its union contracts without work stoppages or on acceptable terms. A prolonged work stoppage at a unionized facility could have a material adverse effect on the Company’s business and results of operations.

Environmental Matters

The Company’s manufacturing operations are subject to laws and regulations relating to the protection of the environment, including those governing the management and disposal of hazardous substances. The Company’s policies stress compliance, and the Company believes it is currently in substantial compliance with existing environmental laws. If the Company fails to comply with these laws or its environmental permits, it could incur significant costs, including cleanup costs, fines and civil and criminal sanctions. In addition, future changes to environmental laws could require the Company to incur significant additional expense or restrict operations. Based on current information, the Company does not expect compliance with environmental requirements to have a material adverse effect on the Company’s financial condition or results of operations.

In addition, the Company’s products may be subject to laws and regulations relating to the protection of the environment, including those governing vehicle exhaust. Regulatory agencies in the United States and Europe have issued or proposed various regulations and directives designed to reduce emissions from spark-ignited engines and diesel engines used in off-road vehicles, such as industrial lift trucks. These regulations require the Company and other lift truck manufacturers to incur costs to modify designs and manufacturing processes and to perform additional testing and reporting. While there can be no assurance, the Company believes the impact of the additional expenditures to comply with these requirements will not have a material adverse effect on its business.

The Company is investigating or remediating historical contamination at some current and former sites caused by its operations or those of businesses it acquired. While the Company is not currently aware that any material outstanding claims or obligations exist with regard to these sites, the discovery of additional contamination at these or other sites could result in significant cleanup costs that could have a material adverse effect on the Company’s financial conditions and results of operations.

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In connection with any acquisition made by the Company, the Company could, under some circumstances, be held financially liable for or suffer other adverse effects due to environmental violations or contamination caused by prior owners of businesses the Company has acquired. In addition, under some of the agreements through which the Company has sold businesses or assets, the Company has retained responsibility for certain contingent environmental liabilities arising from pre-closing operations. These liabilities may not arise, if at all, until years later and could require the Company to incur significant additional expenses.

Government and Trade Regulations

In the past, the Company’s business has been affected by trade disputes between the United States and Europe. In the future, to the extent the Company is affected by trade disputes and increased tariffs are levied on its goods, its results of operations may be materially adversely affected.

Item 1A. RISK FACTORS

The lift truck business is cyclical. Any downturn in the general economy could result in significant decreases in the Company's revenue and profitability and an inability to sustain or grow the business.

The Company's lift truck business historically has been cyclical. Fluctuations in the rate of orders for lift trucks reflect the capital investment decisions of the Company's customers, which depend to a certain extent on the general level of economic activity in the various industries the lift truck customers serve. During economic downturns, customers tend to delay new lift truck and parts purchases. Consequently, the Company has experienced, and in the future may continue to experience, significant fluctuations in revenues and net income. If there is a downturn in the general economy, or in the industries served by lift truck customers, the Company's revenue and profitability could decrease significantly, and the Company may not be able to sustain or grow the business.

The pricing and costs of the Company's products have been and may continue to be impacted by foreign currency fluctuations, which could materially increase costs, and result in material exchange losses and reduce operating margins.

Because the Company conducts transactions in various foreign currencies, including the euro, British pound, Australian dollar, Brazilian real, Japanese yen, Chinese renminbi and Swedish kroner, lift truck pricing is subject to the effects of fluctuations in the value of these foreign currencies and fluctuations in the related currency exchange rates. As a result, the Company's sales have historically been affected by, and may continue to be affected by, these fluctuations. In addition, exchange rate movements between currencies in which the Company purchases materials and components and manufactures certain products and the currencies in which the Company sells those products have been affected by and may continue to result in exchange losses that could materially reduce operating margins. Furthermore, the Company's hedging contracts may not fully offset risks from changes in currency exchange rates.

The cost of raw materials used by the Company's products has and may continue to fluctuate, which could materially reduce the Company's profitability.

At times, the Company has experienced significant increases in materials costs, primarily as a result of global increases in industrial metals including steel, lead and copper and other commodity prices, including rubber, as a result of increased demand and limited supply. The Company manufactures products that include raw materials that consist of steel, rubber, copper, lead, castings and counterweights. The Company also purchases parts provided by suppliers that are manufactured from castings and steel or contain lead. The cost of these parts is affected by the same economic conditions that impact the cost of the parts the Company manufactures. The cost to manufacture lift trucks and related service parts has been and will continue to be affected by fluctuations in prices for these raw materials. If costs of these raw materials increase, the Company's profitability could be reduced.

The Company is subject to risks relating to its foreign operations.

Foreign operations represent a significant portion of the Company's business. The Company expects revenue from foreign markets to continue to represent a significant portion of total revenue. The Company owns or leases manufacturing facilities in Brazil, Italy, Mexico, The Netherlands and Northern Ireland, and owns interests in joint ventures with facilities in China, Japan, the Philippines and Vietnam. The Company also sells domestically produced products to foreign customers and sells foreign produced products to domestic customers. The Company's foreign operations are subject to additional risks, which include:

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• potential political, economic and social instability in the foreign countries in which the Company operates; • currency risks, including those risks set forth above under, “The pricing and costs of the Company's products have been and may continue to be impacted

by foreign currency fluctuations, which could materially increase costs, result in material exchange losses and materially reduce operating margins”;

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Part of the strategy to expand worldwide market share is strengthening the Company's international distribution network. A part of this strategy also includes decreasing costs by sourcing basic components in lower-cost countries. Implementation of this part of the strategy may increase the impact of the risks described above and there can be no assurance that such risks will not have an adverse effect on the Company's revenues, profitability or market share.

The Company depends on a limited number of suppliers for specific critical components.

The Company depends on a limited number of suppliers for some of its critical components, including diesel, gasoline and alternative fuel engines and cast-iron counterweights used to counterbalance some lift trucks. Some of these critical components are imported and subject to regulation, primarily with respect to customary inspection of such products by the U.S. Customs and Border Protection under the auspices of the U.S. Department of Homeland Security. The results of operations could be adversely affected if the Company is unable to obtain these critical components, or if the costs of these critical components were to increase significantly, due to regulatory compliance or otherwise, and the Company was unable to pass the cost increases on to its customers.

Failure to compete effectively within the Company's industry could result in a significant decrease in revenues and profitability.

The Company experiences intense competition in the sale of lift trucks and aftermarket parts. Competition in the lift truck industry is based primarily on strength and quality of dealers, brand loyalty, customer service, new lift truck sales prices, availability of products and aftermarket parts, comprehensive product line offerings, product performance, product quality and features and the cost of ownership over the life of the lift truck. The Company competes with several global manufacturers that operate in all major markets. These manufacturers may have lower manufacturing costs and greater financial resources than the Company, which may enable them to commit larger amounts of capital in response to changing market conditions. If the Company fails to compete effectively, revenues and profitability could be significantly reduced.

The Company relies primarily on its network of independent dealers to sell lift trucks and aftermarket parts and the Company has no direct control over sales by those dealers to customers. Ineffective or poor performance by these independent dealers could result in a significant decrease in revenues and profitability and the inability to sustain or grow the business.

The Company relies primarily on independent dealers for sales of lift trucks and aftermarket parts. Sales of the Company's products are therefore subject to the quality and effectiveness of the dealers, who are not subject to the Company's direct control. As a result, ineffective or poorly performing dealers could result in a significant decrease in revenues and profitability and we may not be able to sustain or grow the Company's business.

If the Company's strategic initiatives, including the introduction of new products, do not prove effective, revenues, profitability and market share could be significantly reduced.

Changes in the timing of implementation of the Company's current strategic initiatives may result in a delay in the expected recognition of future costs and realization of future benefits. In addition, if future industry demand levels are lower than expected, the actual annual cost savings could be lower than expected. If the Company is unable to successfully implement these strategic initiatives, revenues, profitability and market share could be significantly reduced.

If the global capital goods market declines, the cost saving efforts the Company has implemented may not be sufficient to achieve the benefits expected.

If the global economy or the capital goods market declines, revenues could decline. If revenues are lower than expected, the programs the Company has implemented may not achieve the benefits expected. Furthermore, the Company may be forced to take additional cost saving steps that could result in additional charges that materially adversely affect the ability to compete or implement the Company's current business strategies.

Actual liabilities relating to pending lawsuits may exceed the Company's expectations.

The Company is a defendant in pending lawsuits involving, among other things, product liability claims. The Company cannot be sure that it will succeed in defending these claims, that judgments will not be rendered against the Company with respect to

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• imposition of or increases in currency exchange controls; • potential inflation in the applicable foreign economies; • imposition of or increases in import duties and other tariffs on products; • imposition of or increases in foreign taxation of earnings and withholding on payments received; • regulatory changes affecting international operations; and • stringent labor regulations.

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any or all of these proceedings or that reserves set aside or insurance policies will be adequate to cover any such judgments. The Company could incur a charge to earnings if reserves prove to be inadequate or the average cost per claim or the number of claims exceed estimates, which could have a material adverse effect on results of operations and liquidity for the period in which the charge is taken and any judgment or settlement amount is paid.

The Company is subject to recourse or repurchase obligations with respect to the financing arrangements of some of its customers.

Through arrangements with GECC and others, dealers and other customers are provided financing for new lift trucks in the United States and in major countries of the world outside of the United States. Through these arrangements, the Company's dealers and certain customers are extended credit for the purchase of lift trucks to be placed in the dealer’s floor plan inventory or the financing of lift trucks that are sold or leased to customers. For some of these arrangements, the Company provides recourse or repurchase obligations such that it would become obligated in the event of default by the dealer or customer. Total amounts subject to these types of obligations at December 31, 2013 and December 31, 2012 were $149.2 million and $146.5 million , respectively. Generally, the Company maintains a perfected security interest in the assets financed such that, in the event that the Company becomes obligated under the terms of the recourse or repurchase obligations, it may take title to the assets financed. The Company cannot be certain, however, that the security interest will equal or exceed the amount of the recourse or repurchase obligations. In addition, the Company cannot be certain that losses under the terms of the recourse or repurchase obligations will not exceed the reserves that have been set aside in the consolidated financial statements. The Company could incur a charge to earnings if reserves prove to be inadequate, which could have a material adverse effect on results of operations and liquidity for the period in which the charge is taken.

Actual liabilities relating to environmental matters may exceed the Company's expectations.

The Company's manufacturing operations are subject to laws and regulations relating to the protection of the environment, including those governing the management and disposal of hazardous substances. If the Company fails to comply with these laws or the Company's environmental permits, then the Company could incur substantial costs, including cleanup costs, fines and civil and criminal sanctions. In addition, future changes to environmental laws could require the Company to incur significant additional expenses or restrict operations.

In addition, the Company's products may be subject to laws and regulations relating to the protection of the environment, including those governing vehicle exhausts. Regulatory agencies in the United States and Europe have issued or proposed various regulations and directives designed to reduce emissions from spark ignited engines and diesel engines used in off-road vehicles, such as industrial lift trucks. These regulations require the Company and other lift truck manufacturers to incur costs to modify designs and manufacturing processes and to perform additional testing and reporting.

The Company is investigating or remediating historical contamination at some current and former sites caused by its operations or those of businesses it acquired. While the Company is not currently aware that any material outstanding claims or obligations exist with regard to these sites, the discovery of additional contamination at these or other sites could result in significant cleanup costs that could have a material adverse effect on its financial condition and results of operations.

In connection with any acquisition the Company has made, it could, under some circumstances, be held financially liable for or suffer other adverse effects due to environmental violations or contamination caused by prior owners of businesses acquired. In addition, under some of the agreements through which the Company has sold businesses or assets, it has retained responsibility for certain contingent environmental liabilities arising from pre-closing operations. These liabilities may not arise, if at all, until years later and could require the Company to incur significant additional expenses, which could materially adversely affect the results of operations and financial condition.

The Company may become subject to claims under foreign laws and regulations, which may require expensive, time consuming and distracting litigation.

Because the Company has employees, property and business operations outside of the United States, it is subject to the laws and the court systems of many jurisdictions. The Company may become subject to claims outside the United States based in foreign jurisdictions for violations of their laws with respect to the Company's foreign operations. In addition, these laws may be changed or new laws may be enacted in the future. International litigation is often expensive, time consuming and distracting. As a result, any of these risks could significantly reduce profitability and its ability to operate the Company's businesses effectively.

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Table of Contents

The Company may be subject to risk relating to increasing cash requirements of certain employee benefits plans which may affect its financial position.

The expenses recorded for, and cash contributions required to be made to, the Company's defined benefit pension plans are dependent on changes in market interest rates and the value of plan assets, which are dependent on actual investment returns. Significant changes in market interest rates, decreases in the value of plan assets or investment losses on plan assets may require the Company to increase the cash contributed to defined benefit plans which may affect its financial position.

The Company is dependent on key personnel, and the loss of these key personnel could significantly reduce profitability.

The Company is highly dependent on the skills, experience and services of key personnel, and the loss of key personnel could have a material adverse effect on its business, operating results and financial condition. Employment and retention of qualified personnel is important to the successful conduct of the Company's business. Therefore, the Company's success also depends upon its ability to recruit, hire, train and retain additional skilled and experienced management personnel. The Company's inability to hire and retain personnel with the requisite skills could impair the ability to manage and operate its business effectively and could significantly reduce profitability.

The Company might not be able to engage in desirable strategic transactions and equity issuances because of certain restrictions relating to requirements for tax-free distributions. The Company's ability to engage in significant equity transactions could be limited or restricted in order to preserve, for U.S. federal income tax purposes, the tax-free nature of the spin-off from NACCO. Even though the spin-off otherwise qualifies for tax-free treatment under the Internal Revenue Code (the "Code"), it may result in a corporate-level taxable gain to NACCO under the Code if there is a 50% or greater change in ownership, by vote or value, of shares of the Company's stock or NACCO’s stock occurring as part of a plan or series of related transactions that includes the spin-off. Any acquisitions or issuances of the Company's stock or NACCO’s stock by September 28, 2014 are generally presumed to be part of such a plan, although the Company or NACCO may be able to rebut that presumption. Under the tax allocation agreement that the Company entered into with NACCO, the Company is prohibited from taking or failing to take any action that prevents the spin-off from being tax-free. Further, during the two-year period following the spin-off, without obtaining the consent of NACCO, a private letter ruling from the Internal Revenue Service or an unqualified opinion of a nationally recognized law firm, the Company may be prohibited from:

or the voting power of the Company's common stock;

These restrictions may limit the Company's ability to pursue strategic transactions or engage in new businesses or other transactions that could maximize the value of the Company's business.

8

• approving or allowing any transaction that results in a change in ownership of 35% or more of the value

• redeeming equity securities; • selling or otherwise disposing of more than 35% of the value of assets; • acquiring a business or assets with equity securities to the extent one or more persons would acquire 35% or more of the value or the voting power of the

Company's common stock; and • engaging in certain internal transactions.

Table of Contents Item 1B. UNRESOLVED STAFF COMMENTS

None.

Item 2. PROPERTIES

The following table presents the principal assembly, manufacturing, distribution and office facilities that the Company owns or leases:

SN’s operations are supported by three facilities. SN’s headquarters are located in Obu, Japan at a facility owned by SN. The Obu facility also has assembly and distribution capabilities for lift trucks and parts. In Cavite, the Philippines and Hanoi, Vietnam, SN owns facilities for the manufacture of components for SN and the Company's products. SN also has one wholly-owned and three partially-owned dealerships in Japan.

The Company leases the facility for its one retail dealership in Singapore. Item 3. LEGAL PROCEEDINGS

The Company is, and will likely continue to be, involved in a number of legal proceedings which the Company believes generally arise in the ordinary course of the business, given its size, history and the nature of its business and products. The Company is not a party to any material legal proceeding.

Item 4. MINE SAFETY DISCLOSURES

None.

9

Region Facility Location Owned/Leased Function(s)

Americas Berea, Kentucky Owned Assembly of lift trucks and manufacture of component parts

Cleveland, Ohio Leased Corporate headquarters

Danville, Illinois Owned Americas parts distribution center

Charlotte, North Carolina Leased Customer experience and training center

Greenville, North Carolina

Owned

Divisional headquarters and marketing and sales operations for Hyster ® and Yale ® in Americas; Americas warehouse development center; assembly of lift trucks and manufacture of component parts

Fairview, Oregon

Owned

Global executive administrative center; counterbalanced development center for design and testing of lift trucks, prototype equipment and component parts

Ramos Arizpe, Mexico

Owned

Manufacture of component parts for lift trucks

Sao Paulo, Brazil Owned Assembly of lift trucks, sale of parts and marketing operations for Brazil

Sulligent, Alabama Owned Manufacture of component parts for lift trucks

Europe

Craigavon, Northern Ireland

Owned Manufacture of lift trucks and cylinders; frame and mast fabrication for Europe

Frimley, Surrey, United Kingdom

Leased

European executive center; marketing and sales operations for Hyster ® and Yale ® in Europe

Irvine, Scotland Leased European administrative center

Masate, Italy Leased Assembly of lift trucks; European warehouse development center

Nijmegen, The Netherlands

Owned

Big trucks development center; manufacture and assembly of big trucks and component parts; European parts distribution center

Asia-Pacific Kuala Lumpur, Malaysia Leased Asia support office

Shanghai, China

Owned (1)

Assembly of lift trucks by Shanghai Hyster joint venture, sale of parts and marketing operations of China

Sydney, Australia

Leased

Divisional headquarters and sales and marketing for Asia-Pacific; Asia-Pacific parts distribution center

India Pune, India Leased Engineering design services

(1) This facility is owned by Shanghai Hyster Forklift Ltd., the Company’s Chinese joint venture company.

Table of Contents Item 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

The information under this Item is furnished pursuant to Instruction 3 to Item 401(b) of Regulation S-K.

There exists no arrangement or understanding between any executive officer and any other person pursuant to which such executive officer was elected. Each executive officer serves until his or her successor is elected and qualified.

The following tables set forth the name, age, current position and principal occupation and employment during the past five years of the Company’s executive officers.

EXECUTIVE OFFICERS OF THE COMPANY

10

Name Age Current Position Other Positions

Alfred M. Rankin, Jr.

72

Chairman, President and Chief Executive Officer of Hyster-Yale (from September 2012), Chairman of NMHG (from prior to 2009).

Michael P. Brogan

63

Vice Chairman and Chief Executive Officer of NMHG (from November 2013).

President and Chief Executive Officer of NMHG (from prior to 2009 to November 2013).

Charles A. Bittenbender

64

Vice President, General Counsel and Secretary of Hyster-Yale (from September 2012), Vice President, General Counsel and Secretary of NMHG (from prior to 2009).

Vice President, General Counsel and Secretary of NACCO (from prior to 2009 to September 2012).

Brian K. Frentzko

53

Vice President, Treasurer of Hyster-Yale (from September 2012), Vice President, Treasurer of NMHG (from September 2012).

Assistant Treasurer of NMHG (from prior to 2009 to September 2012).

Jennifer M. Langer

40

Vice President, Controller of Hyster-Yale (from February 2013), Vice President, Controller of NMHG (from February 2013).

Controller of Hyster-Yale (from September 2012 to February 2013), Controller of NMHG (from January 2012 to February 2013), Director of Financial Reporting, Planning and Analysis of NACCO (from March 2011 to September 2012), Director of Financial Reporting of NACCO (from prior to 2009 to March 2011).

Lauren E. Miller

59

Senior Vice President, Marketing and Consulting of Hyster-Yale (from February 2013), Senior Vice President, Marketing and Consulting of NMHG (from prior to 2009).

Vice President, Consulting Services of NACCO (from prior to 2009 to September 2012).

Ralf A. Mock

58

Managing Director, Europe, Middle East and Africa of NMHG (from prior to 2009).

Charles F. Pascarelli

54

President, Sales and Marketing, Americas of NMHG (from March 2013)

President, Sales and Marketing, The Raymond Corporation (an electrical materials handling company) (from prior to 2009 to March 2013)

Rajiv K. Prasad

50

Vice President, Global Product Development and Manufacturing of NMHG (from January 2012).

Vice President, Global Product Development of NMHG (from prior to 2009 to January 2012).

Victoria L. Rickey

61

Vice President, Asia-Pacific of NMHG (from prior to 2009).

Michael E. Rosberg

64

Vice President, Global Supply Chain of NMHG (from prior to 2009).

Kenneth C. Schilling

54

Vice President and Chief Financial Officer of Hyster-Yale (from September 2012), Vice President and Chief Financial Officer of NMHG (from prior to 2009).

Vice President and Controller of NACCO (from prior to 2009 to September 2012).

Gopichand Somayajula

57

Vice President, Global Product Development of NMHG (from May 2013)

Vice President, Counterbalanced of NMHG (from prior to 2009)

Suzanne S. Taylor

51

Vice President, Deputy General Counsel and Assistant Secretary of Hyster-Yale (from February 2013), Vice President, Deputy General Counsel and Assistant Secretary of NMHG (from February 2013).

Deputy General Counsel and Assistant Secretary of Hyster-Yale (from September 2012 to February 2013), Deputy General Counsel and Assistant Secretary of NMHG (from September 2012 to February 2013), Associate General Counsel and Assistant Secretary of Hyster-Yale (from May 2012 to September 2012), Associate General Counsel and Assistant Secretary of NACCO (from prior to 2009 to September 2012), Assistant Secretary of NMHG (from August 2011 to September 2012).

Colin Wilson

59

President and Chief Operating Officer of NMHG (from November 2013); President, Americas of NMHG (from prior to 2009).

Vice President and Chief Operating Officer of NMHG (from prior to 2009 to November 2013).

Table of Contents

PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELA TED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company's Class A common stock is traded on the New York Stock Exchange under the ticker symbol “HY.” For the Company's Class B common stock, due to transfer restrictions, no trading market has developed, or is expected to develop. The Class B common stock is convertible into Class A common stock on a one-for-one basis. The high and low market prices for the Class A common stock and dividends per share for both classes of common stock for each quarter since the spin-off from NACCO are presented in the tables below:

At December 31, 2013 , there were approximately 900 Class A common stockholders of record and approximately 1,000 Class B common stockholders of record.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

11

2013

Market Price

High Low Cash Dividend

First quarter $ 57.75 $ 47.11 $ 0.25 Second quarter $ 71.93 $ 49.67 $ 0.25 Third quarter $ 96.66 $ 62.18 $ 0.25 Fourth quarter $ 96.25 $ 76.37 $ 0.25

2012

Market Price

High Low Cash Dividend

Fourth quarter $ 49.72 $ 37.68 $ 2.25

Issuer Purchases of Equity Securities

Period

(a) Total Number of Shares Purchased

(b) Average Price Paid

per Share

(c) Total Number of Shares Purchased as Part of the

Publicly Announced Program

(d) Maximum Number of

Shares (or Approximate Dollar Value) that May

Yet Be Purchased Under the Program (1)

Month #1 (October 1 to 31, 2013) — $— — $44,840,863

Month #2 (November 1 to 30, 2013) — $— — $44,840,863

Month #3 (December 1 to 31, 2013) — $— — $44,840,863

Total — $— — $44,840,863

(1) On December 7, 2012, the Company announced that the Company's Board of Directors approved the repurchase of up to $50 million of the Company's outstanding Class A common stock. The timing and amount of any repurchases will be determined at the discretion of the Company's management based on a number of factors, including the availability of capital, other capital allocation alternatives and market conditions for the Company's Class A common stock. The share repurchase program does not require the Company to acquire any specific number of shares but it is limited to a maximum number of shares not to exceed ten percent of all Class A and Class B common stock outstanding. It may be modified, suspended, extended or terminated by the Company at any time without prior notice and will be executed through open market purchases. All or part of the repurchases may be implemented under a Rule 10b5-1 trading plan, which would allow repurchases under pre-set terms at times when the Company might otherwise be prevented from doing so. As of December 31, 2013, the Company had repurchased 103,619 shares of Class A common stock for $5.2 million under this program.

Table of Contents Item 6. SELECTED FINANCIAL DATA

(4) Excludes temporary employees.

12

Year Ended December 31

2013 2012 (2) 2011 (2) 2010 (2) 2009 (2)

(In millions, except per share data)

Operating Statement Data:

Revenues $ 2,666.3 $ 2,469.1 $ 2,540.8 $ 1,801.9 $ 1,475.2 Operating profit (loss) $ 134.3 $ 111.7 $ 110.0 $ 46.1 $ (31.2 )

Net income (loss) $ 110.2 $ 98.1 $ 82.6 $ 32.3 $ (43.2 )

Net (income) loss attributable to noncontrolling interest (0.2 ) (0.1 ) — 0.1 0.1

Net income (loss) attributable to stockholders $ 110.0 $ 98.0 $ 82.6 $ 32.4 $ (43.1 )

Basic earnings (loss) per share attributable to stockholders: $ 6.58 $ 5.84 $ 4.93 $ 1.95 $ (2.60 )

Diluted earnings (loss) per share attributable to stockholders: $ 6.54 $ 5.83 $ 4.91 $ 1.94 $ (2.60 )

Balance Sheet Data at December 31: Total assets $ 1,161.3 $ 1,064.4 $ 1,117.0 $ 1,041.2 $ 914.1 Long-term debt $ 6.7 $ 106.9 $ 54.6 $ 215.5 $ 229.2 Stockholders' equity $ 449.8 $ 341.3 $ 296.3 $ 230.7 $ 207.1

Cash Flow Data: Provided by (used for) operating activities $ 152.9 $ 128.7 $ 54.6 $ 47.5 $ 115.9 Provided by (used for) investing activities $ (26.1 ) $ (19.5 ) $ (15.9 ) $ (8.5 ) $ 5.8 Provided by (used for) financing activities $ (104.4 ) $ (144.4 ) $ (19.5 ) $ (24.4 ) $ (18.3 )

Other Data: Cash dividends paid to NACCO $ — $ 5.0 $ 10.0 $ 5.0 $ — Per share data: Cash dividends (1)(3) $ 1.00 $ 2.25

Market value at December 31 (1) $ 93.16 $ 48.80

Stockholders' equity at December 31 (1) $ 26.91 $ 20.40

Actual shares outstanding at December 31 (1) 16.714 16.732

Basic weighted average shares outstanding (2) 16.725 16.768 16.767 16.657 16.579 Diluted weighted average shares outstanding (2) 16.808 16.800 16.815 16.688 16.579 Total employees at December 31 (4) 5,100 4,900 4,800 4,400 4,200

(1) This information is only included for periods subsequent to the spin-off from NACCO.

(2) As a result of the distribution of one share of Class A common stock and one share of Class B common stock for each share of NACCO Class A common stock or NACCO Class B common stock on September 28, 2012, the earnings per share amounts and the weighted average shares outstanding for the Company have been calculated based upon doubling the relative historical basic and diluted weighted average shares outstanding of NACCO.

(3) Includes an extraordinary dividend of $2.00 per share paid to stockholders of the Company during the fourth quarter of 2012.

Table of Contents

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARI ES (Tabular Amounts in Millions, Except Per Share and Percentage Data)

OVERVIEW

Hyster-Yale Materials Handling, Inc. ("Hyster-Yale" or the "Company") and its subsidiaries, including its operating company NACCO Materials Handling Group, Inc. ("NMHG"), is a leading designer, engineer, manufacturer, seller and servicer of a comprehensive line of lift trucks and aftermarket parts marketed globally primarily under the Hyster ® and Yale ® brand names. The materials handling business historically has been cyclical because the rate of orders for lift trucks fluctuates depending on the general level of economic activity in the various industries its customers serve.

Competition in the materials handling industry is intense and is based primarily on strength and quality of dealers, brand loyalty, customer service, new lift truck sales prices, availability of products and aftermarket parts, comprehensive product line offerings, product performance, product quality and features and the cost of ownership over the life of the lift truck. The Company competes with several global manufacturers that operate in all major markets. The lift truck industry also competes with alternative methods of materials handling, including conveyor systems and automated guided vehicle systems. The Company's aftermarket parts offerings compete with parts manufactured by other lift truck manufacturers as well as companies that focus solely on the sale of generic parts.

The Company is focused on gaining market share as well as improving margins on lift truck units, especially in the internal combustion engine business, through the introduction of new products and other strategic initiatives. The Company is strategically focused on growing its installed population base by increasing market share through these new products, which meet a broad range of market applications cost effectively, and through the enhancement of its independent dealer network and its marketing activities.

Critical Accounting Policies and Estimates

The discussion and analysis of financial condition and results of operations are based upon the Company's consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities, if any. On an ongoing basis, the Company evaluates its estimates based on historical experience, actuarial valuations and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates.

The Company believes the following critical accounting policies affect the more significant judgments and estimates used in the preparation of the consolidated financial statements.

Revenue recognition : Revenues are recognized based upon the terms of contracts with customers, which is generally when title transfers and risk of loss passes as customer orders are completed and shipped. For the Company's National Account customers, revenue is recognized upon customer acceptance. National Account customers are large customers with centralized purchasing and geographically dispersed operations in multiple dealer territories. Reserves for discounts and returns are maintained for anticipated future claims. The accounting policies used to develop these product discounts and returns include:

Product discounts : The Company records estimated reductions to revenues for customer programs and incentive offerings, including special pricing agreements, price competition, promotions and other volume-based incentives. Lift truck sales revenue is recorded net of projected discounts. The estimated discount amount is based upon historical trends for each truck model. In addition to standard discounts, dealers can also request additional discounts that allow them to offer price concessions to customers. From time to time, the Company offers special incentives to increase retail share or dealer stock and offers certain customers volume rebates if a specified cumulative level of purchases is obtained. If estimates of customer programs and incentives were one percent higher than the levels offered during 2013, the reserves for product discounts would increase and revenue would be reduced by $0.1 million. The Company's past results of operations have not been materially affected by a change in the estimate of product discounts and although there can be no assurances, the Company is not aware of any circumstances that would be reasonably likely to materially change its estimates in the future.

Product returns : Products generally are not sold with the right of return with the exception of a small percentage of aftermarket parts. Based on historical experience, a portion of these aftermarket parts are estimated to be returned which, subject to certain terms and conditions, the Company will agree to accept. The Company records estimated reductions to

13

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL C ONDITION AND RESULTS OF OPERATIONS

Table of Contents


revenues at the time of sale based on this historical experience and the limited right of return provided to certain customers. If future trends were to change significantly from those experienced in the past, incremental reductions to revenues may result based on this new experience. If the estimate of average return rates for these aftermarket parts were to increase by one percent over historical levels, the reserves for product returns would increase and revenues would be reduced by less than $0.1 million. The Company's past results of operations have not been materially affected by a change in the estimate of product returns and although there can be no assurances, the Company is not aware of any circumstances that would be reasonably likely to materially change its estimates in the future.

Retirement benefit plans : The Company maintains various defined benefit pension plans that provide benefits based on years of service and average compensation during certain periods. Pension benefits are frozen for all employees other than certain employees in the United Kingdom and The Netherlands. All other eligible employees, including employees whose pension benefits are frozen, receive retirement benefits under defined contribution retirement plans. The Company's policy is to periodically make contributions to fund the defined benefit pension plans within the range allowed by applicable regulations. The defined benefit pension plan assets consist primarily of publicly traded stocks and government and corporate bonds. There is no guarantee the actual return on the plans’ assets will equal the expected long-term rate of return on plan assets or that the plans will not incur investment losses.

The expected long-term rate of return on defined benefit plan assets reflects management’s expectations of long-term rates of return on funds invested to provide for benefits included in the projected benefit obligations. In establishing the expected long-term rate of return assumption for plan assets, the Company considers the historical rates of return over a period of time that is consistent with the long-term nature of the underlying obligations of these plans as well as a forward-looking rate of return. The historical and forward-looking rates of return for each of the asset classes used to determine the Company's estimated rate of return assumption were based upon the rates of return earned or expected to be earned by investments in the equivalent benchmark market indices for each of the asset classes.

Expected returns for most of the Company's pension plans are based on a calculated market-related value of assets. Under this methodology, asset gains and losses resulting from actual returns that differ from expected returns are recognized in the market-related value of assets ratably over three years.

The basis for the selection of the discount rate for each plan is determined by matching the timing of the payment of the expected obligations under the defined benefit plans against the corresponding yield of high-quality corporate bonds of equivalent maturities. Changes to the estimate of any of these factors could result in a material change to the pension obligation causing a related increase or decrease in reported net operating results in the period of change in the estimate. Because the 2013 assumptions are used to calculate 2014 pension expense amounts, a one percentage-point change in the expected long-term rate of return on plan assets would result in a change in pension expense for 2014 of approximately $2.1 million for the plans. A one percentage-point increase in the discount rate would have lowered the plans’ 2014 expense by approximately $1.9 million; while a one percentage-point decrease in the discount rate would have raised the plans’ 2014 expense by approximately $1.9 million. A one percentage-point increase in the discount rate would have lowered the plans’ projected benefit obligation as of the end of 2013 by approximately $28.0 million; while a one percentage-point decrease in the discount rate would have raised the plans’ projected benefit obligation as of the end of 2013 by approximately $32.6 million. S ee Note 15 to the consolidated financial statements in this Annual Report on Form 10-K for further discussion of the retirement benefit plans.

Product liabilities : The Company provides for the estimated cost of personal and property damage relating to its products based on a review of historical experience and consideration of any known trends. Reserves are recorded for estimates of the costs for known claims and estimates of the costs of incidents that have occurred but for which a claim has not yet been reported to us, up to the stop-loss insurance coverage. While the Company engages in extensive product quality reviews and customer education programs, the product liability provision is affected by the number and magnitude of claims of alleged product-related injury and property damage and the cost to defend those claims. In addition, the estimates regarding the magnitude of claims are affected by changes in assumptions regarding medical costs, inflation rates and trends in damages awarded by juries. Changes in the assumptions regarding any one of these factors could result in a change in the estimate of the magnitude of claims. A one percent increase in the estimate of the number of claims or the magnitude of claims would increase the product liability reserve and reduce operating profit by approximately $0.3 million. Although there can be no

14


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assurances, the Company is not aware of any circumstances that would be reasonably likely to materially change the estimates in the future.

Self-insurance liabilities : The Company is generally self-insured for product liability, environmental liability, medical claims and certain workers’ compensation claims. For product liability, catastrophic insurance coverage is retained for potentially significant individual claims. An estimated provision for claims reported and for claims incurred but not yet reported under the self-insurance programs is recorded and revised periodically based on industry trends, historical experience and management judgment. In addition, industry trends are considered within management’s judgment for valuing claims. Changes in assumptions for such matters as legal judgments and settlements, inflation rates, medical costs and actual experience could cause estimates to change in the near term. Changes in any of these factors could materially change the estimates for these self-insurance obligations causing a related increase or decrease in reported net operating results in the period of change in the estimate.

Product warranties : The Company provides for the estimated cost of product warranties at the time revenues are recognized. While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of component suppliers, the warranty obligation is affected by product failure rates, labor costs and replacement component costs incurred in correcting a product failure. If actual product failure rates, labor costs or replacement component costs differ from the Company's estimates, which are based on historical failure rates and consideration of known trends, revisions to the estimate of the cost to correct product failures would be required. If the estimate of the cost to correct product failures were to increase by one percent over 2013 levels, the reserves for product warranties would increase and additional expense of $0.2 million would be incurred. The Company's past results of operations have not been materially affected by a change in the estimate of product warranties and although there can be no assurances, the Company is not aware of any circumstances that would be reasonably likely to materially change the estimates in the future.

Deferred tax valuation allowances : The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. A valuation allowance has been provided against certain deferred tax assets related to non-U.S. and U.S. state jurisdictions including net operating and capital loss carryforwards. Management believes the valuation allowances are adequate after considering future taxable income, allowable carryforward periods and ongoing prudent and feasible tax planning strategies. In the event the Company was to determine that it would be able to realize the deferred tax assets in the future in excess of the net recorded amount (including the valuation allowance), an adjustment to the valuation allowance would increase income in the period such determination was made. Conversely, should the Company determine that it would not be able to realize all or part of the net deferred tax asset in the future, an adjustment to the valuation allowance would be expensed in the period such determination was made. See "Financial Review - Income Taxes" an d Note 14 to the Consolidated Financial Statements in this Form 10-K for further discussion of the Company's income taxes.

Inventory reserves : The Company writes down inventory to the lower of cost or market, which includes an estimate for obsolescence or excess inventory based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. Upon a subsequent sale or disposal of the impaired inventory, the corresponding reserve for impaired value is relieved to ensure that the cost basis of the inventory reflects any write-downs. An impairment in value of one percent of net inventories would result in additional expense of approximately $3.3 million.

Allowances for doubtful accounts : The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company's customers to make required payments. These allowances are based on both recent trends of certain customers estimated to be a greater credit risk as well as general trends of the entire customer pool. If the financial condition of customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. An impairment in value of one percent of net accounts receivable would require an increase in the allowance for doubtful accounts and would result in additional expense of approximately $3.6 million.

15


Table of Contents


FINANCIAL REVIEW

The segment and geographic results of operations for the Company were as follows for the year ended December 31 :

2013 Compared with 2012

The following table identifies the components of change in revenues for 2013 compared with 2012 :

16


Favorable / (Unfavorable) % Change

2013 2012 2011 2013 vs. 2012 2012 vs. 2011

Unit Shipments (in thousands)

Americas 56.4 48.2 48.2 17.0 % — %

Europe 23.0 22.8 26.2 0.9 % (13.0 )%

Asia-Pacific 6.1 5.9 5.3 3.4 % 11.3 %

85.5 76.9 79.7 11.2 % (3.5 )%

Revenues

Americas $ 1,762.3 $ 1,563.7 $ 1,573.4 12.7 % (0.6 )%

Europe 695.4 677.9 751.7 2.6 % (9.8 )%

Asia-Pacific 208.6 227.5 215.7 (8.3 )% 5.5 %

$ 2,666.3 $ 2,469.1 $ 2,540.8 8.0 % (2.8 )%

Gross Profit

Americas $ 318.1 $ 254.9 $ 247.6 24.8 % 2.9 %

Europe 115.4 118.6 110.2 (2.7 )% 7.6 %

Asia-Pacific 27.5 29.7 25.7 (7.4 )% 15.6 %

$ 461.0 $ 403.2 $ 383.5 14.3 % 5.1 %

Operating profit

Americas $ 107.8 $ 75.6 $ 86.0 42.6 % (12.1 )%

Europe 23.8 31.6 21.9 (24.7 )% 44.3 %

Asia-Pacific 2.7 4.5 2.1 (40.0 )% 114.3 %

$ 134.3 $ 111.7 $ 110.0 20.2 % 1.5 %

Interest expense $ 9.0 $ 12.4 $ 15.8 (27.4 )% (21.5 )%

Other income $ (2.1 ) $ (5.8 ) $ (7.3 ) (63.8 )% (20.5 )%

Income before income taxes $ 127.4 $ 105.1 $ 101.5 21.2 % 3.5 %

Net income attributable to stockholders $ 110.0 $ 98.0 $ 82.6 12.2 % 18.6 %

Effective income tax rate 13.5 % 6.7 % 18.6 %

Revenues

2012 $ 2,469.1 Increase (decrease) in 2013 from:

Unit volume and product mix 152.0 Unit price 22.1 Other 19.4 Parts 17.8 Foreign currency (14.1 )

2013 $ 2,666.3

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Revenues increased 8.0% to $2,666.3 million in 2013 from $2,469.1 million in 2012, primarily as a result of an increase in unit and parts volumes in the Americas from continued growth of the Americas market. In addition, price increases implemented in 2012 and 2013 mainly to offset the unfavorable effect of weakness in the Brazilian real also favorably affected revenues. The increase in revenues was partially offset by unfavorable foreign currency movements, including the weakening of the Brazilian real and Australian dollar against the U.S. dollar, as well as an unfavorable shift in sales to lower-priced products, primarily in the Americas. Worldwide new unit shipments increased in 2013 to 85,494 from shipments of 76,917 in 2012. Excluding China, the Company gained market share in 2013 in all major global regions.

The following table identifies the components of change in operating profit for 2013 compared with 2012 :

The Company recognized operating profit of $134.3 million and operating margin of 5.0% in 2013 compared with operating profit of $111.7 million and operating margin of 4.5% in 2012. The increases in operating profit and operating margin were primarily due to improved gross profit as a result of the increase in unit and parts volumes and the favorable effect of price increases, primarily in the Americas. Gross margin improved to 17.3% in 2013 from 16.3% in 2012. The increase in operating profit was partially offset by higher selling, general and administrative expenses mainly as a result of increased marketing expenses in the Americas and Europe to support the Company's five strategic initiatives, higher estimates of incentive compensation in 2013 compared with 2012 and a required non-cash charge of $1.6 million to recognize a portion of the deferred loss in equity in the income statement resulting from the remeasurement of one of the Company's U.S. defined benefit pension plans. The remeasurement related to the settlement of a portion of this plan that offers lump-sum payments. In addition, the estimates for the non-cash equity component of incentive compensation increased $12.2 million during 2013 compared with 2012. Operating profit was also affected by unfavorable foreign currency movements, primarily in Europe. The Company recognized net income attributable to stockholders of $110.0 million in 2013 compared with $98.0 million in 2012. The increase was primarily the result of the factors affecting operating profit, partially offset by higher income tax rates as a result of previously released income tax valuation allowances related to the Company's United Kingdom, U.S. state and Australian operations. During the second quarter of 2013, the Company released $12.9 million of previously recorded income tax valuation allowances related to the Company's United Kingdom operations. During 2012, the Company released $10.7 million of certain portions of previously recorded valuation allowances related to the Company's U.S. state and Australian deferred tax assets and $1.7 million of deferred tax liabilities provided for unremitted foreign earnings. See "Financial Review - Income Taxes" and Note 14 to the consolidated financial statements in this Annual Report on Form 10-K for additional information. In addition, the Company recorded a $2.8 million charge in 2013 related to the write-off of deferred financing fees as a result of the repayment of the previous term loan agreement, which was offset by lower interest expense from lower borrowings and lower interest rates.

Backlog

Worldwide backlog level was approximately 28,200 units at December 31, 2013 compared with approximately 27,300 units at December 31, 2012 and approximately 28,400 units at September 30, 2013.

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Operating Profit

2012 $ 111.7 Increase (decrease) in 2013 from:

Gross profit 67.3 Other selling, general and administrative expenses (38.0 )

Foreign currency (6.7 )

2013 $ 134.3

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2012 Compared with 2011

The following table identifies the components of change in revenues for 2012 compared with 2011 :

Revenues decreased 2.8% to $2,469.1 million in 2012 compared with $2,540.8 million in 2011, primarily as a result of unfavorable foreign currency movements as the euro and Brazilian real weakened against the U.S. dollar, a decline in unit volume primarily in Europe and lower other revenue. These items were partially offset by an increase in sales of higher-priced trucks, primarily in Europe, as well as the favorable effect of unit price increases implemented in 2011 and early 2012, primarily in Europe and the Americas. Worldwide new unit shipments decreased to 76,917 units in 2012 from shipments of 79,671 units in 2011. The Company had full year market share improvements in the Americas and Asia-Pacific compared with 2011, however; in Europe, fourth quarter improvements did not offset market share weakness earlier in 2012.

The following table identifies the components of change in operating profit for 2012 compared with 2011 :

The Company recognized operating profit of $111.7 million and operating margin of 4.5% in 2012 compared with $110.0 million and operating margin of 4.3% in 2011. The improvement in operating profit was primarily due to higher gross profit as a result of the favorable effect of price increases and a favorable shift in sales mix to higher-margin products and markets, partially offset by an increase in manufacturing costs as well as material cost increases in 2012. Gross margin improved to 16.3% in 2012 from 15.1% in 2011. Although operating profit was favorably affected by the improvement in gross profit, this improvement was partially offset by higher selling, general and administrative expenses primarily as a result of higher employee-related expenses, mainly attributable to hiring additional employees to support the strategic initiatives in 2012 compared with 2011. The Company recognized net income attributable to stockholders of $98.0 million in 2012 compared with $82.6 million in 2011. The increase was primarily the result of the favorable effect of lower income tax expense as a result of the release of $10.7 million of certain portions of previously recorded valuation allowances related to the Company's U.S. state and Australian deferred tax assets and the release of $1.7 million of deferred tax liabilities provided for unremitted foreign earnings. See "Financial Review - Income Taxes" for additional information. In addition, lower interest expense from lower borrowings and lower interest rates and the factors affecting operating profit also contributed to the increase in net income attributable to stockholders. These items were partially offset by the ineffectiveness of certain interest rate swap contracts as a result of the Company refinancing its debt in the second quarter of 2012.

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Revenues

2011 $ 2,540.8 Increase (decrease) in 2012 from:

Foreign currency (70.6 )

Unit volume and product mix (26.3 )

Other (13.6 )

Unit price 28.8 Parts 10.0

2012 $ 2,469.1

Operating Profit

2011 $ 110.0 Increase (decrease) in 2012 from:

Gross profit 19.4 Foreign currency 3.4 Other selling, general and administrative expenses (21.1 )

2012 $ 111.7

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Income taxes

The income tax provision includes U.S. federal, state and local, and foreign income taxes. In determining the effective income tax rate, the Company analyzes various factors, including annual earnings, the laws of taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, the ability to use tax credits, net operating loss carryforwards and capital loss carryforwards, and available tax planning alternatives. Discrete items, including the effect of changes in tax laws, tax rates, and certain items with respect to valuation allowances or other unusual or non-recurring tax adjustments are reflected in the period in which they occur as an addition to, or reduction from, the income tax provision, rather than included in the effective income tax rate.

Deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences that exist between the financial statement carrying value of assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards on a taxing jurisdiction basis. The Company measures deferred tax assets and liabilities using enacted tax rates that will apply in the years in which it expects the temporary differences to be recovered or paid.

The authoritative guidance for income taxes requires a reduction of the carrying amounts of deferred tax assets by recording a valuation allowance if, based on the available evidence, it is more likely than not (defined as a likelihood of more than 50%) such assets will not be realized. The valuation of deferred tax assets requires judgment in assessing the likely future tax consequences of events that have been recognized in the Company's financial statements or tax returns and future profitability. The Company's accounting for deferred tax consequences represents its best estimate of those future events. Changes in the Company's estimates, due to unanticipated events or otherwise, could have a material effect on its financial condition and results of operations.

The Company continually evaluates its deferred tax assets to determine if a valuation allowance is required. The Company's operations emerged from a three-year cumulative loss with respect to its Australian, certain European and U.S. taxing jurisdictions during 2012. The Company evaluated all the evidence with respect to the realization of the deferred tax assets in these taxing jurisdictions. Based upon the scheduling of deferred temporary differences, the projection of future taxable income in each taxing jurisdiction and the assessment of economic risks impacting each of these specific geographic regions, the Company determined that certain portions of both the U.S. state and Australian deferred tax assets were realizable and met the more likely than not threshold for a release of the associated valuation allowance during 2012. Accordingly, the Company released $10.7 million of its valuation allowance, $10.0 million of which was during the fourth quarter of 2012, primarily with respect to its U.S. state and Australian deferred tax assets. During the second quarter of 2013, the Company determined that its United Kingdom deferred tax assets met the more likely than not threshold required for realization based upon the anticipated timing of deferred temporary differences, the continuing trend of earnings, the projection of future taxable income, and the improving assessment of the economic environment affecting the Company’s European business operations. Accordingly, the Company released $12.8 million of its United Kingdom valuation allowance during the second quarter of 2013.

The establishment or release of a valuation allowance does not have an impact on cash, nor does such an allowance preclude the use of loss carryforwards or other deferred tax assets in future periods. The tax net operating losses that comprise a substantial portion of the Australian deferred tax assets do not expire under local law and the U.S. state taxing jurisdictions individually can provide for a carryforward period of up to 20 years.

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A reconciliation of the consolidated federal statutory and effective income tax is as follows for the years ended December 31:

The Company's effective income tax rate differs from the U.S. federal statutory tax rate of 35% primarily as a result of income taxed in non-U.S. jurisdictions as well as state income taxes. During 2012 and 2011, the income tax rate also included the utilization of valuation allowances against current earnings, primarily in U.S. state, United Kingdom and Australian taxing jurisdictions.

In addition, the effect of discrete items was as follows:

During 2013, the Company determined that its United Kingdom deferred tax assets met the more likely than not threshold for recognition which resulted in the release of valuation allowance against those deferred tax assets. In addition, the Company released an additional portion of the valuation allowance related to its U.S. state deferred tax assets due to improvements in the expected realization of these deferred tax assets. In addition, the Company also recognized discrete tax items for the settlement of certain U.S. income tax audits and a reduction in uncertain tax positions as a result of the lapse of the applicable statutes of limitation in certain non-U.S. taxing jurisdictions.

During 2012, the Company determined that certain of its deferred tax assets in both its U.S. state and Australian operations met the more likely than not threshold for recognition which resulted in the release of the valuation allowance provisions against those deferred tax assets. In addition, the Company received approval from the Internal Revenue Service for an election regarding the U.S. tax treatment of contributions to certain of the Company's non-U.S. pension plans. As a result of the approval, the Company released $2.1 million of the deferred tax liability provided for unremitted foreign earnings.

See Note 14 to the consolidated financial statements in this Annual Report on Form 10-K for further discussion of income taxes.

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2013 2012 2011

Income before income taxes $ 127.4 $ 105.1 $ 101.5 Statutory taxes at 35% $ 44.6 $ 36.8 $ 35.5 Permanent adjustments:

Foreign rate differences (11.8 ) (9.6 ) (8.8 )

Valuation allowance 1.6 (9.0 ) (6.7 )

State income taxes 1.8 1.8 2.0 Other (1.9 ) (1.2 ) (0.9 )

$ (10.3 ) $ (18.0 ) $ (14.4 )

Discrete items:

Valuation allowance (13.7 ) (10.7 ) — Unremitted foreign earnings (0.6 ) (1.7 ) — Settlements (2.8 ) 0.1 (1.0 )

Change in tax law (0.1 ) — — Other 0.1 0.5 (1.2 )

$ (17.1 ) $ (11.8 ) $ (2.2 )

Income tax provision $ 17.2 $ 7.0 $ 18.9 Effective income tax rate 13.5 % 6.7 % 18.6 %

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LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

The following tables detail the change in cash flow for the years ended December 31 :

Net cash provided by operating activities increased $24.2 million in 2013 compared with 2012 primarily as a result of the change in other operating activities, the non-cash adjustment to net income for the stock-based compensation recorded during 2013 and the increase in net income, partially offset by the change in working capital. The change in other operating activities was primarily the result of a decrease in the amount of cash contributed to the Company's pension plans during 2013 compared with 2012, the $2.8 million charge in 2013 related to the write-off of deferred financing fees as a result of the repayment of the previous term loan agreement and a change in the non-cash elimination of the foreign currency impact on intercompany loans. The change in working capital was primarily attributable to an increase in accounts receivable and inventory during 2013 compared with a decrease in 2012, partially offset by an increase in accounts payable during 2013 compared with 2012. Accounts receivable increased mainly as a result of higher unit volume during 2013 compared with 2012 and inventory increased in anticipation of higher unit volume in 2013 and expected higher unit volume in 2014. The increase in accounts payable was primarily the result of higher purchases to support anticipated increases in unit volume in 2014 compared with 2013. Net cash used for investing activities increased primarily as a result of higher expenditures for property, plant and equipment, mainly in Brazil, including improvements to the Company's information technology infrastructure and payments for the new manufacturing facility in Brazil. These expenditures were partially offset by the receipt of $9.9 million, which represents a portion of the purchase price for the sale of the existing Brazil real estate and operating facility. See Note 19 to the consolidated financial statements in this Annual Report on Form 10-K for further discussion.

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2013 2012 Change

Operating activities:

Net income $ 110.2 $ 98.1 $ 12.1 Depreciation and amortization 30.2 28.0 2.2 Stock-based compensation 14.2 1.3 12.9 Other 16.3 (18.5 ) 34.8 Working capital changes (18.0 ) 19.8 (37.8 )

Net cash provided by operating activities 152.9 128.7 24.2

Investing activities:

Expenditures for property, plant and equipment (36.5 ) (19.8 ) (16.7 )

Proceeds from the sale of assets 0.5 0.3 0.2 Other 9.9 — 9.9 Net cash used for investing activities (26.1 ) (19.5 ) (6.6 )

Cash flow before financing activities $ 126.8 $ 109.2 $ 17.6

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The decrease in net cash used for financing activities during 2013 compared with 2012 was primarily the result of lower cash dividends paid to stockholders during 2013, as a result of a special dividend of $2.00 per share paid in December 2012, as well as more cash paid related to the refinancing of the Company's previous term loan agreements during 2012 compared with 2013. In addition, the absence of cash dividends paid to NACCO, a decrease in financing fees paid during 2013 compared with 2012 and the absence of stock issuance costs paid in 2012 also contributed to the change.

Financing Activities During 2013, the Company entered into a $220.0 million secured, floating-rate revolving credit facility (the "Facility”) that expires in December 2018. The Facility replaced the Company's previous revolving credit facility which was to expire in March 2017. Borrowings outstanding under the Facility were $34.5 million at December 31, 2013 . The excess availability under the Facility, at December 31, 2013 , was $178.1 million , which reflects reductions of $7.4 million for letters of credit. The Facility consists of a U.S. revolving credit facility in the initial amount of $120.0 million and a non-U.S. revolving credit facility in the initial amount of $100.0 million. The Facility can be increased up to $320.0 million over the term of the agreement in minimum increments of $25.0 million subject to certain conditions. The obligations under the Facility are generally secured by a lien on the working capital assets of the borrowers in the Facility, which include but are not limited to, cash and cash equivalents, accounts receivable and inventory. The approximate book value of assets held as collateral under the Facility was $540 million as of December 31, 2013 .

Borrowings bear interest at a floating rate that can be a base rate or LIBOR, as defined in the Facility, plus an applicable margin. The applicable margins, effective December 31, 2013 , for U.S. domestic base rate loans and LIBOR loans were 0.75% and 1.75% , respectively. The applicable margins, effective December 31, 2013 , for foreign base rate loans and LIBOR loans was 1.75%. The interest rate under the Facility on December 31, 2013 was 2.00% including the applicable floating rate margin. The Facility also requires the payment of a fee of 0.375% per annum on the unused commitment as of December 31, 2013 . The Facility includes restrictive covenants, which, among other things, limit additional borrowings and investments of the borrowers subject to certain thresholds, as defined in the Facility and limits the payment of dividends. If the minimum availability threshold, as defined in the Facility, is greater than fifteen percent for both total and U.S. revolving credit facilities, the Company may pay dividends subject to maintaining a certain level of availability prior to and upon payment of a dividend and achieving a minimum fixed charge coverage ratio of 1.00 to 1.00, as defined in the Facility. If the minimum availability threshold, as defined in the Facility, is greater than twenty percent for both total and U.S. revolving credit facilities, the Company may pay dividends without any minimum fixed charge coverage ratio requirement. The Facility also requires the Company to achieve a minimum fixed charge coverage ratio in certain circumstances in which total excess availability is less than ten percent of the total commitments under the Facility or excess availability under the U.S. revolving credit facility is less than 10 percent of the domestic revolver commitments, as defined in the Facility. At December 31, 2013 , the Company was in compliance with the covenants in the Facility. A portion of the proceeds of the Facility were used to repay the remaining $86.9 million of NMHG's previous term loan agreement which was entered into on June 22, 2012 and had an initial aggregate principal amount of $130.0 million.

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2013 2012 Change

Financing Activities:

Net reductions of long-term debt and revolving credit agreements $ (81.8 ) $ (91.1 ) $ 9.3 Cash dividends paid to stockholders (16.7 ) (37.8 ) 21.1 Cash dividends paid to NACCO — (5.0 ) 5.0 Financing fees paid (2.9 ) (6.8 ) 3.9 Purchase of treasury shares (3.0 ) (2.2 ) (0.8 )

Stock issuance costs — (1.5 ) 1.5

Net cash used for financing activities $ (104.4 ) $ (144.4 ) $ 40.0

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The Company incurred fees and expenses of $2.9 million in 2013 related to the Facility. These fees were deferred and are being amortized as interest expense over the term of the Facility. In addition to the amount outstanding under the Facility, the Company had borrowings of approximately $23.7 million of other debt at December 31, 2013 . In addition to the excess availability under the Facility, the Company had remaining availability of $32.5 million related to other foreign revolving credit agreements. The Company believes funds available from cash on hand, the Facility, other available lines of credit and operating cash flows will provide sufficient liquidity to meet its operating needs and commitments during the next twelve months and until the expiration of the Facility in December 2018.

Contractual Obligations, Contingent Liabilities and Commitments

Following is a table summarizing the contractual obligations as of December 31, 2013 :

The Company has a long-term liability of approximately $5.5 million for unrecognized tax benefits, including interest and penalties, as of December 31, 2013 . At this time, the Company is unable to make a reasonable estimate of the timing of payments due to, among other factors, the uncertainty of the timing and outcome of the Company's audits.

An event of default, as defined in the agreements governing the Facility, other revolving credit facilities, and in operating and capital lease agreements, could cause an acceleration of the payment schedule. No such event of default has occurred or is anticipated under these agreements.

The Company's interest payments are calculated based upon the anticipated payment schedule and the December 31, 2013 LIBOR rate and applicable margins, as defined in the Facility and other debt. A 1/8% increase in the LIBOR rate would increase the Company's estimated total interest payments on other debt by less than $0.1 million.

The purchase and other obligations are primarily for accounts payable, open purchase orders and accrued payroll and incentive compensation. Pension funding can vary significantly each year due to plan amendments, changes in the market value of plan assets, legislation and the Company's funding decisions to contribute any excess above the minimum legislative funding requirements. As a result, pension funding has not been included in the table above. Pension benefit payments are made from assets of the pension plans. The Company expects to contribute approximately $3.7 million to its non-U.S. pension plans, respectively, in 2014. No contributions to the Company's U.S. pension plans is expected in 2014. In addition, the Company has recourse and repurchase obligations with a maximum undiscounted potential liability of $149.2 million at December 31, 2013 . Recourse and repurchase obligations primarily represent contingent liabilities assumed by the Company to support financing agreements made between the Company's customers and third-party finance companies for the customer’s purchase of lift trucks from the Company. For these transactions, the Company or a third-party finance company retains a perfected security interest in the lift truck, such that the Company would take possession of the lift truck in the event it would become liable under the terms of the recourse and repurchase obligations. Generally, these commitments are due upon demand in the event of default by the customer. The security interest is normally expected to equal or exceed the amount of the

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Payments Due by Period

Contractual Obligations Total 2014 2015 2016 2017 2018 Thereafter

Facility $ 34.5 $ 34.5 $ — $ — $ — $ — $ — Other debt 23.7 23.7 — — — — — Variable interest payments on other debt 0.4 0.4 — — — — — Capital lease obligations including principal and interest 12.1 5.2 4.5 1.5 0.5 0.4 — Operating leases 45.0 13.3 8.7 6.5 4.9 3.8 7.8 Purchase and other obligations 520.8 505.0 5.6 5.3 2.5 — 2.4

Total contractual cash obligations $ 636.5 $ 582.1 $ 18.8 $ 13.3 $ 7.9 $ 4.2 $ 10.2

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commitment. To the extent the Company would be required to provide funding as a result of these commitments, the Company believes the value of the its perfected security interest and amounts available under existing credit facilities are adequate to meet these commitments in the foreseeable future.

The amount of the recourse or repurchase obligations increases and decreases over time as obligations under existing arrangements expire and new obligations arise in the ordinary course of business. Losses anticipated under the terms of the recourse or repurchase obligations were not significant at December 31, 2013 and reserves have been provided for such losses in the consolidated financial statements included elsewhere in this Annual Report on Form 10-K. See also “Related Party Transactions” below.

Capital Expenditures

Planned expenditures of $61.6 million in 2014 are primarily for a new facility in Brazil, improvements at manufacturing locations, manufacturing equipment and improvements to information technology infrastructure. The principal sources of financing for these capital expenditures are expected to be internally generated funds, bank financing and the anticipated proceeds from the sale of the current Brazil facility. Actual expenditures were $36.5 million in 2013 and $19.8 million in 2012.

Capital Structure

RELATED PARTY TRANSACTIONS The Company has a 20% ownership interest in NMHG Financial Services, Inc. (“NFS”), a joint venture with General Electric Capital Corporation (“GECC”), formed primarily for the purpose of providing financial services to independent Hyster ® and Yale ® lift truck dealers and National Account customers in the United States. The Company’s ownership in NFS is accounted for using the equity method of accounting.

Generally, the Company sells lift trucks through its independent dealer network or directly to customers. These dealers and customers may enter into a financing transaction with NFS or other unrelated third parties. NFS provides debt financing to dealers and lease financing to both dealers and customers. NFS’ total purchases of Hyster ® and Yale ® lift trucks from dealers, and directly from the Company, such that NFS could provide retail lease financing to customers, for the years ended December 31, 2013 , 2012 and 2011 were $417.0 million , $395.3 million and $337.3 million , respectively. Of these amounts, $81.5 million , $72.5 million and $38.7 million for the years ended December 31, 2013 , 2012 and 2011 , respectively, were invoiced directly from the Company to NFS so that the customer could obtain financing from NFS. Amounts receivable from NFS were $4.6 million and $7.0 million at December 31, 2013 and 2012 , respectively.

Under the terms of the joint venture agreement with GECC, the Company provides recourse for wholesale financing provided by NFS to the Company's dealers. Additionally, the credit quality of a customer or concentration issues within GECC may necessitate providing recourse or repurchase obligations for lift trucks purchased by customers and financed through NFS. At December 31, 2013 , approximately $125.5 million of the Company’s recourse or repurchase obligations of $149.2 million related to transactions with NFS. The Company has reserved for losses under the terms of the recourse or repurchase obligations in its consolidated financial statements. Historically, the Company has not had significant losses with respect to these obligations. During 2013 , 2012 and 2011 , the net losses resulting from customer defaults did not have a material impact on the Company’s results of operations or financial position.

In connection with the joint venture agreement, the Company also provides a guarantee to GECC for 20% of NFS’ debt with GECC, such that the Company would become liable under the terms of NFS’ debt agreements with GECC in the case of

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December 31

2013 2012 Change

Cash and cash equivalents $ 175.7 $ 151.3 $ 24.4 Other net tangible assets 344.7 333.1 11.6

Net assets 520.4 484.4 36.0 Total debt (69.5 ) (142.2 ) 72.7

Total equity $ 450.9 $ 342.2 $ 108.7

Debt to total capitalization 13 % 29 % (16 )%

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default by NFS. At December 31, 2013 , loans from GECC to NFS totaled $756.5 million . Although the Company's contractual guarantee was $151.3 million , the loans by GECC to NFS are secured by NFS’ customer receivables, of which the Company guarantees $125.5 million . Excluding the $125.5 million of NFS receivables guaranteed by the Company from NFS’ loans to GECC, the Company’s incremental obligation as a result of this guarantee to GECC is $126.2 million . NFS has not defaulted under the terms of this debt financing in the past and although there can be no assurances, the Company is not aware of any circumstances that would cause NFS to default in future periods.

In addition to providing financing to the Company’s dealers, NFS provides operating lease financing to the Company. Operating lease obligations primarily relate to specific sale-leaseback-sublease transactions for certain of the Company's customers whereby the Company sells lift trucks to NFS, leases these lift trucks back under an operating lease agreement and then subleases those lift trucks to customers under an operating lease agreement. Total obligations to NFS under the operating lease agreements were $6.5 million and $5.0 million at December 31, 2013 and 2012 , respectively. In addition, the Company provides certain subsidies to its dealers that are paid directly to NFS. Total subsidies were $1.7 million , $1.5 million and $1.4 million for 2013 , 2012 and 2011 , respectively.

The Company provides certain services to NFS for which it receives compensation under the terms of the joint venture agreement. These services consist primarily of administrative functions and remarketing services. Total income recorded by the Company related to these services was $15.6 million in 2013 , $14.1 million in 2012 and $7.3 million in 2011 .

The Company has a 50% ownership interest in Sumitomo-NACCO Materials Handling Group, Ltd. (“SN”), a limited liability company that was formed in 1970 primarily to manufacture and distribute Sumitomo-branded lift trucks in Japan and export Hyster ® - and Yale ® -branded lift trucks and related components and service parts outside of Japan. Sumitomo Heavy Industries, Ltd. owns the remaining 50% interest in SN. Each shareholder of SN is entitled to appoint directors representing 50% of the vote of SN’s board of directors. All matters related to policies and programs of operation, manufacturing and sales activities require mutual agreement between the Company and Sumitomo Heavy Industries, Ltd. prior to a vote of SN’s board of directors. As a result, the Company accounts for its ownership in SN using the equity method of accounting. The Company purchases, under normal trade terms based on current market prices, products from SN for sale outside of Japan. In 2013 , 2012 and 2011 , purchases from SN were $78.7 million , $86.0 million and $105.5 million , respectively. Amounts payable to SN at December 31, 2013 and 2012 were $20.8 million and $20.6 million , respectively.

Additionally, the Company recognized income of $1.3 million , $1.3 million and $1.6 million during 2013 , 2012 and 2011 , respectively, for payments from SN for use of technology developed by the Company.

OUTLOOK

The global market for forklift trucks is expected to grow slightly in all major global regions in 2014 compared with 2013. As a result of this market growth, combined with expected increases in market share and a strong ending backlog in 2013, the Company anticipates an overall increase in unit shipments and parts volumes in 2014 compared with 2013. The majority of this increase is expected to come from the Americas, with smaller increases in the Asia-Pacific and European unit shipments.

The Company expects material costs in 2014 to increase slightly compared with 2013, particularly during the second half of the year. Although commodity costs appear to have stabilized, these markets, particularly steel, remain volatile and sensitive to changes in the global economy. The Company will continue to monitor economic conditions, currency movements and the resulting effects on costs and pricing, and will take appropriate pricing actions, if necessary.

While sales are expected to increase moderately in 2014 compared with 2013, the Company expects to generate an increase in operating profit, excluding the anticipated gain on the sale of the Company's current Brazil plant, in excess of the rate of sales increase, with a decrease in the first half of 2014 compared with 2013 that is expected to be more than offset by improvements in the second half of 2014 compared with 2013. The favorable effect of anticipated increased unit volumes resulting from the Company's strategic initiatives, increased parts volumes and product enhancements are all expected to contribute to this improvement. In addition, a lower estimate for equity incentive compensation that is in part driven by changes in the market price of the Company's stock, which increased 91% during 2013, is also expected to contribute to the improved operating profit. These favorable items are expected to be partially offset by the full year impact of marketing and employee costs associated with the strategic initiatives that were put in place over the course of 2013 and by unfavorable foreign currency movements in the Americas and Asia-Pacific. After excluding the gain from the sale of the Company's Brazilian plant in 2014 and after excluding the $12.8 million valuation allowance release taken in 2013, net income in 2014 is expected to improve

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moderately compared with 2013. The effect of improved operating profit as well as lower interest expense due to lower debt outstanding and to lower interest rates under its new revolving credit agreement are expected to be partially offset by a higher expected effective income tax rate. The higher effective income tax rate in 2014 is expected to result primarily from the effect of higher U.S. state, United Kingdom and Australian income taxes as a result of the 2012 and 2013 valuation allowance releases, combined with an anticipated increase in income in the Americas operations, which have a higher tax rate.

Full year 2014 operating profit results, excluding the anticipated gain on sale of the Brazil plant, are expected to improve in the Americas segment, which includes the North America, Latin America and Brazil markets, with anticipated increases in unit and parts margins partially offset by an expected strong euro and slight material cost increases. Operating profit in the Europe segment, which includes the Middle East and Africa markets, is expected to increase in 2014 compared with 2013 due to volume increases and the anticipated benefits of the current strength of the euro, but these improvements are expected to be partially offset by the full year effect of increased marketing and employee costs implemented during 2013. Asia-Pacific results for 2014 are expected to be lower largely due to the weakness of the Australian dollar despite the favorable effect of increased volume.

Cash flow before financing activities for 2014 is expected to decrease from 2013 primarily due to an increase in capital expenditures, largely driven by the construction of a new plant in Brazil. These capital expenditures will be partially offset by the final cash payment which is expected to be received in mid-2014 when the sale of the current facility is expected to be finalized.

The Company remains focused on gaining market share over time, as well as on improving margins in its internal combustion engine business, through the execution of its five strategic initiatives: (1) understanding customer needs at the product and aftermarket levels in order to create and provide a full range of differentiated product and service solutions for specific industry applications, (2) offering the lowest cost of ownership by utilizing the Company's understanding of customers' major cost drivers and developing solutions that consistently lower cost of ownership and create a differentiated competitive position, (3) enhancing independent distribution by implementing programs aimed at broadening account coverage of the market, expanding the Company's dual-brand ownership strategy, and ensuring dealer excellence in all areas of the world, (4) improving the Company's warehouse market position through enhancing dealer and customer support, adding products, increasing incentives, and implementing programs to increase focus on key customers, and (5) expanding in Asian markets by offering products aimed at the needs of these markets, enhancing distribution excellence and focusing on strategic alliances with local partners in China, India and Japan.

To meet the specific application needs of its customers, the Company is focusing on developing utility, standard and premium products. To this end, development programs are underway for its electric-rider, warehouse, internal combustion engine (ICE) and big truck product lines. The Company is in the process of launching a new mast for the 2 to 3 ton electric and ICE counterbalanced trucks. The changes to the mast are focused on improving visibility, performance and robustness on these trucks which in turn is expected to lead to lower cost of operations. In addition, in October 2013, the Company introduced a new Reach Truck, predominantly for the European warehouse market. This product entered production in January 2014. The Company also introduced two new Big Truck models in the fourth quarter of 2013 to better serve specialized Big Truck market segments.

In 2014, the Company is instituting a new model year update program for annual improvements of key performance and capability features of each of its existing lift truck model platforms. This new program is expected to keep these platforms soundly positioned in the market over time. The first model year updates are expected to occur in April 2014 on the 1 to 3 ton and 4 to 9 ton ICE counterbalanced lift trucks. The 1 to 3 ton platform will receive a new premium spark ignited engine with improved robustness and durability and is expected to lower the customer's cost of ownership through improved fuel economy and service intervals. The 4 to 9 ton platform will have features optimized to handle the increasingly demanding needs of key industry segments. Further, new platforms are expected to be developed and launched over the next few years based on longer-term segment needs or technological change opportunities.

In mid-2011, the Company introduced into certain Latin American markets a UTILEV ® -branded 1 to 3.5 ton ICE pneumatic tire lift truck model to meet the needs of lower-intensity users. This UTILEV ® -branded utility lift truck was gradually introduced into global markets during 2012. During the third quarter of 2013, the Company expanded the UTILEV ® -branded series of lift trucks by introducing a 1 to 3 ton ICE cushion tire truck in North America and a 3-wheel electric rider truck globally. The UTILEV ® -branded series of lift trucks is expected to continue to gain market position in 2014. The Company

26


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offers one model of the standard ICE lift truck for medium-duty applications in both pneumatic and cushion tires for both Hyster ® and Yale ® . The Company expects to launch additional trucks in the standard ICE model series in future years.

All of these new products and upgraded products are expected to help increase market share, to improve revenues and to enhance operating margins. In addition, stricter diesel emission regulations for new trucks began to go into effect in 2011 and will be fully in effect by 2015 in certain global markets. The Company has launched and expects to continue to launch lift truck series over this period that will meet these new emission requirements.

RECENTLY ISSUED ACCOUNTING STANDARDS

In February 2013, the Financial Accounting Standards Board ("FASB") issued authoritative guidance on joint and several liability arrangements, which is effective for the Company as of January 1, 2014. The guidance provides for the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date and for which no other specific guidance in U.S. generally accepted accounting principles exists. The Company is currently evaluating the effect the adoption of the guidance will have on its financial position, results of operations, cash flows and related disclosures. In March 2013, the FASB issued authoritative guidance on a parent's accounting for the cumulative translation adjustment upon derecognition of certain subsidiaries or groups of assets within a foreign entity or of an investment in a foreign entity, which is effective for the Company as of January 1, 2014. The guidance clarifies the accounting treatment for cumulative translation adjustments when an entity ceases to have a controlling financial interest in a subsidiary or group of assets within a foreign entity, an equity method investment that is a foreign entity and an equity method investment that is not a foreign entity. In addition, the guidance clarifies the attributes of a sale of an investment in a foreign entity. The Company is currently evaluating the effect the adoption of the guidance will have on its financial position, results of operations, cash flows and related disclosures. In July 2013, the FASB issued authoritative guidance on unrecognized tax benefits, which is effective for the Company as of January 1, 2014. The guidance requires an unrecognized tax benefit, or a portion of an unrecognized tax benefit, to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward with certain exceptions. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date, the unrecognized tax benefit should be presented in the financial statements as a liability and not combined with deferred tax assets. The Company is currently evaluating the effect the adoption of the guidance will have on its financial position, results of operations, cash flows and related disclosures. EFFECTS OF FOREIGN CURRENCY The Company operates internationally and enters into transactions denominated in foreign currencies. As a result, the Company is subject to the variability that arises from exchange rate movements. The effects of foreign currency fluctuations on revenues, operating profit and net income are addressed in the previous discussions of operating results. The Company's use of foreign currency derivative contracts is discussed in Item 7A, "Quantitative and Qualitative Disclosures About Market Risk,” of this Form 10-K. FORWARD-LOOKING STATEMENTS The statements contained in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere throughout this Annual Report on Form 10-K that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are made subject to certain risks and uncertainties, which could cause actual results to differ materially from those presented. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Among the factors that could cause plans, actions and results to differ materially from current expectations are, without limitation: (1) reduction in demand for lift trucks and related aftermarket parts and service on a global basis, (2) the ability of dealers, suppliers and end-users to obtain financing at reasonable rates, or at all, as a result of current economic and market conditions, (3) customer acceptance of pricing, (4) delays

27


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in delivery or increases in costs, including transportation costs, of raw materials or sourced products and labor or changes in or unavailability of quality suppliers, (5) exchange rate fluctuations, changes in foreign import tariffs and monetary policies and other changes in the regulatory climate in the foreign countries in which the Company operates and/or sells products, (6) delays in manufacturing and delivery schedules, (7) bankruptcy of or loss of major dealers, retail customers or suppliers, (8) customer acceptance of, changes in the costs of, or delays in the development of new products, (9) introduction of new products by, or more favorable product pricing offered by, competitors, (10) product liability or other litigation, warranty claims or returns of products, (11) the effectiveness of the cost reduction programs implemented globally, including the successful implementation of procurement and sourcing initiatives, (12) changes mandated by federal, state and other regulation, including health, safety or environmental legislation, (13) delays in or increased costs associated with the Brazil plant construction, and (14) delays in or cancellation of the sale of the existing Brazil facility and land. Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES A BOUT MARKET RISK

INTEREST RATE RISK

The Company has entered into certain financing arrangements that require interest payments based on floating interest rates. As such, the Company's financial results are subject to changes in the market rate of interest. To reduce the exposure to changes in the market rate of interest, the Company has entered into interest rate swap agreements for a significant portion of its future floating rate financing arrangements. The Company does not enter into interest rate swap agreements for trading purposes. Terms of the interest rate swap agreements require the Company to receive a variable interest rate and pay a fixed interest rate. See a lso Note 2 and Note 8 to the Consolidated Financial Statements in this Form 10-K.

For purposes of risk analysis, the Company uses sensitivity analysis to measure the potential loss in fair value of financial instruments sensitive to changes in interest rates. The Company assumes that a loss in fair value is an increase to its liabilities. The fair value of the Company's interest rate swap agreements was a net asset of $2.4 million at December 31, 2013 . A hypothetical 10% decrease in interest rates would cause a decrease in the fair value of interest rate swap agreements and the resulting fair value would be an asset of $2.3 million.

FOREIGN CURRENCY EXCHANGE RATE RISK

The Company operates internationally and enters into transactions denominated in foreign currencies. As such, the Company's financial results are subject to the variability that arises from exchange rate movements. The Company uses forward foreign currency exchange contracts to partially reduce risks related to transactions denominated in foreign currencies and not for trading purposes. These contracts generally mature within twelve months and require the companies to buy or sell euros, Japanese yen, British pounds, Swedish kroner, Mexican pesos, Brazilian real and Australian dollars for its functional currency at rates agreed to at the inception of the contracts. The fair value of these contracts was a net liability of $2.1 million at December 31, 2013 . See also Notes 2 and Note 8 to the Consolidated Financial Statements in this Form 10-K.

For purposes of risk analysis, the Company uses sensitivity analysis to measure the potential loss in fair value of financial instruments sensitive to changes in foreign currency exchange rates. The Company assumes that a loss in fair value is either a decrease to its assets or an increase to its liabilities. Assuming a hypothetical 10% weakening of the U.S. dollar compared with other foreign currencies at December 31, 2013 , the fair value of foreign currency-sensitive financial instruments, which primarily represents forward foreign currency exchange contracts, would be decreased by $0.2 million compared with its fair value at December 31, 2013 . It is important to note that the change in fair value indicated in this sensitivity analysis would be somewhat offset by changes in the fair value of the underlying receivables and payables. Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this Item 8 is set forth in the Financial Statements and Supplementary Data contained in Part IV of this Form 10-K and is hereby incorporated herein by reference to such information.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTAN TS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There were no disagreements with accountants on accounting and financial disclosure for the three-year period ended December 31, 2013 .

28


Table of Contents Item 9A . CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures: An evaluation was carried out under the supervision and with the participation of the Company's management, including the principal executive officer and the principal financial officer, of the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, these officers have concluded that the Company's disclosure controls and procedures were effective.

Management's report on internal control over financial reporting: Management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework). Based on this evaluation under the framework in Internal Control — Integrated Framework, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2013 . The Company's effectiveness of internal control over financial reporting has been audited by Ernst & Young, LLP, an independent registered public accounting firm, as stated in its report, which is included in Item 15 of this Form 10-K and is incorporated herein by reference.

Changes in internal control: During the fourth quarter of 2013 , there have been no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Item 9B . OTHER INFORMATION

None PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORAT E GOVERNANCE

Information with respect to Directors of the Company will be set forth in the 2014 Proxy Statement under the subheadings “Business to be Transacted — 1. Election of Directors — Director Nominee Information,” which information is incorporated herein by reference.

Information with respect to the audit review committee and the audit review committee financial expert will be set forth in the 2014 Proxy Statement under the heading “Business to be Transacted — 1. Election of Directors — Directors’ Meetings and Committees,” which information is incorporated herein by reference.

Information with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934 by the Company's Directors, executive officers and holders of more than ten percent of the Company's equity securities will be set forth in the 2014 Proxy Statement under the subheading “Business to be Transacted — 1. Election of Directors — Section 16(a) Beneficial Ownership Reporting Compliance,” which information is incorporated herein by reference.

Information regarding the executive officers of the Company is included in this Form 10-K as Item 4A of Part I as permitted by Instruction 3 to Item 401(b) of Regulation S-K.

Information with respect to compensation committee interlocks and insider participation in compensation decisions will be set forth in the 2014 Proxy Statement under the heading "Business to be Transacted — 1. Election of Directors — Compensation Committee Interlocks and Insider Participation," which information is incorporated herein by reference.

The Company has adopted a code of ethics applicable to all Company personnel, including the principal executive officer, principal financial officer, principal accounting officer and controller, or other persons performing similar functions. The code of ethics, entitled the “Code of Corporate Conduct,” is posted on the Company's website at www.hyster-yale.com under “Corporate Governance.” Amendments and waivers of the Company's Code of Corporate Conduct for directors or executive officers of the Company, if any, will be disclosed on the Company's website or on a current report on Form 8-K.

Item 11. EXECUTIVE COMPENSATION

Information with respect to executive compensation will be set forth in the 2014 Proxy Statement under the subheadings “Business to be Transacted — 1. Election of Directors — Director Compensation” and “— Executive Compensation,” which information is incorporated herein by reference.

29

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL O WNERS AND MANAGEMENT AND RELATED STOCKHOLDER

MATTERS

Information with respect to security ownership of certain beneficial owners and management will be set forth in the 2014 Proxy Statement under the heading “Beneficial Ownership of Class A Common and Class B Common,” which information is incorporated herein by reference.

Equity Compensation Plan Information

The following table sets forth information as of December 31, 2013 with respect to our compensation plans (including individual compensation arrangements) under which equity securities are authorized for issuance, aggregated as follows:

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACT IONS, AND DIRECTOR INDEPENDENCE

Information with respect to director independence, certain relationships and related transactions will be set forth in the 2014 Proxy Statement under the subheadings “Business to be Transacted — 1. Election of Directors — Directors’ Meetings and Committees” and “— Certain Business Relationships,” which information is incorporated herein by reference.

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information with respect to principal accountant fees and services will be set forth in the 2014 Proxy Statement under the heading “Business to be Transacted — 2. Confirmation of Appointment of the Independent Registered Public Accounting Firm of the Company for the Current Fiscal Year,” which information is incorporated herein by reference.

PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) (1) The response to Item 15(a)(1) is set forth beginning at page F-1 of this Form 10-K.

(a) (2) The response to Item 15(a)(2) is set forth beginning at page F-39 of this Form 10-K.

(a) (3) Listing of Exhibits — See the exhibit index beginning at page X-1 of this Form 10-K.

(b) The response to Item 15(b) is set forth beginning at page X-1 of this Form 10-K.

30

Plan Category

Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights

Weighted-Average Exercise Price of Outstanding Options, Warrants

and Rights

Number of Securities Remaining Available for Future Issuance

Under Equity Compensation Plans (Excluding Securities Reflected in

Column(a))

Class A Shares: (a) (b) (c)

Equity compensation plans approved by security holders — N/A 911,423 Equity compensation plans not approved by security holders — N/A — Total — N/A 911,423

Class B Shares: Equity compensation plans approved by security holders — N/A — Equity compensation plans not approved by security holders — N/A —

Total — N/A —

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 19, 2014

31

Hyster-Yale Materials Handling, Inc.

By: /s/ Kenneth C. Schilling


Vice President and Chief Financial Officer (principal financial and accounting officer)

Table of Contents

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

* Kenneth C. Schilling, by signing his name hereto, does hereby sign this Form 10-K on behalf of each of the above named and designated directors of the Company pursuant to a Power of Attorney executed by such persons and filed with the Securities and Exchange Commission.

32

/s/ Alfred M. Rankin, Jr. Chairman, President and Chief Executive Officer (principal executive officer)

February 19, 2014


/s/ Kenneth C. Schilling Vice President and Chief Financial Officer (principal financial and accounting officer)

February 19, 2014


* J.C. Butler, Jr. Director February 19, 2014

J.C. Butler, Jr.

* Carolyn Corvi Director February 19, 2014

Carolyn Corvi

* John P. Jumper Director February 19, 2014

John P. Jumper

* Dennis W. LaBarre Director February 19, 2014

Dennis W. LaBarre

* F. Joseph Loughrey Director February 19, 2014

F. Joseph Loughrey

* Claiborne R. Rankin Director February 19, 2014

Claiborne R. Rankin

* Michael E. Shannon Director February 19, 2014

Michael E. Shannon

* John M. Stropki Director February 19, 2014

John M. Stropki

* Britton T. Taplin Director February 19, 2014

Britton T. Taplin

* Eugene Wong Director February 19, 2014

Eugene Wong

/s/ Kenneth C. Schilling February 19, 2014

Kenneth C. Schilling, Attorney-in-Fact

Table of Contents

ANNUAL REPORT ON FORM 10-K

ITEM 8, ITEM 15(a)(1) AND (2)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMEN T SCHEDULE

FINANCIAL STATEMENTS

FINANCIAL STATEMENT SCHEDULE

YEAR ENDED DECEMBER 31, 2013

HYSTER-YALE MATERIALS HANDLING, INC.

CLEVELAND, OHIO

F-1

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FORM 10-K

ITEM 15(a)(1) AND (2)

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARI ES

LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMEN T SCHEDULE

The following consolidated financial statements of Hyster-Yale Materials Handling, Inc. and Subsidiaries are incorporated by reference in Item 8:

The following consolidated financial statement schedule of Hyster-Yale Materials Handling, Inc. and Subsidiaries are included in Item 15(a):

All other schedules for which provision is made in the applicable accounting regulation of the SEC are not required under the related instructions or are inapplicable, and therefore have been omitted.

F-2

Report of Ernst & Young LLP, Independent Registered Public Accounting Firm — For each of the three years in the period ended December 31, 2013. F-3

Report of Ernst & Young LLP, Independent Registered Public Accounting Firm on Internal Control over Financial Reporting — as of December 31, 2013. F-4

Consolidated Statements of Operations — Year ended December 31, 2013, 2012 and 2011. F-5

Consolidated Statements of Comprehensive Income (Loss) — Year ended December 31, 2013, 2012 and 2011. F-6

Consolidated Balance Sheets — December 31, 2013 and December 31, 2012. F-7

Consolidated Statements of Cash Flows — Year ended December 31, 2013, 2012 and 2011. F-8

Consolidated Statements of Equity — Year ended December 31, 2013, 2012 and 2011. F-9

Notes to Consolidated Financial Statements. F-10

Schedule II — Valuation and Qualifying Accounts F-39

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Hyster-Yale Materials Handling, Inc.

We have audited the accompanying consolidated balance sheets of Hyster-Yale Materials Handling, Inc. and Subsidiaries (collectively “the Company”) as of December 31, 2013 and 2012 , and the related consolidated statements of operations, comprehensive income (loss), cash flows and equity for each of the three years in the period ended December 31, 2013 . Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2013 and 2012 , and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 , in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2013 , based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework) and our report dated February 19, 2014 expressed an unqualified opinion thereon.

F-3

/s/ Ernst & Young LLP

Cleveland, Ohio

February 19, 2014

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Hyster-Yale Materials Handling, Inc.

We have audited Hyster-Yale Materials Handling, Inc. and Subsidiaries' (collectively "the Company") internal control over financial reporting as of December 31, 2013 , based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 Framework) (the "COSO criteria"). The Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying management's report on internal control over financial reporting in Item 9A of the Form 10-K. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013 based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2013 and 2012 , and the related consolidated statements of operations, comprehensive income (loss), cash flows and equity for each of the three years in the period ended December 31, 2013 of the Company, and our report dated February 19, 2014 expressed an unqualified opinion thereon.

F-4


Cleveland, Ohio

February 19, 2014

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HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARI ES CONSOLIDATED STATEMENTS OF OPERATIONS

See Notes to Consolidated Financial Statements.

F-5


2013 2012 2011

(In millions, except per share data)

Revenues $ 2,666.3 $ 2,469.1 $ 2,540.8 Cost of sales 2,205.3 2,065.9 2,157.3 Gross Profit 461.0 403.2 383.5 Operating Expenses

Selling, general and administrative expenses 326.7 291.5 273.5 Operating Profit 134.3 111.7 110.0 Other (income) expense

Interest expense 9.0 12.4 15.8 Income from unconsolidated affiliates (3.9 ) (5.6 ) (6.0 )

Loss on debt extinguishment 2.8 — — Other, net (1.0 ) (0.2 ) (1.3 )

6.9 6.6 8.5 Income Before Income Taxes 127.4 105.1 101.5 Income tax provision 17.2 7.0 18.9 Net Income 110.2 98.1 82.6 Net income attributable to noncontrolling interest (0.2 ) (0.1 ) —

Net Income Attributable to Stockholders $ 110.0 $ 98.0 $ 82.6

Basic Earnings per Share Attributable to Stockholders $ 6.58 $ 5.84 $ 4.93

Diluted Earnings per Share Attributable to Stockholders $ 6.54 $ 5.83 $ 4.91

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HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARI ES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LO SS)


F-6


2013 2012 2011

(In millions)

Net Income $ 110.2 $ 98.1 $ 82.6 Other comprehensive income (loss)

Foreign currency translation adjustment (11.9 ) (1.5 ) (13.4 )

Current period cash flow hedging activity, net of $0.2 tax benefit in 2013, net of $3.3 tax expense in 2012 and net of $0.3 tax benefit in 2011 (6.2 ) 4.1 1.6 Reclassification of hedging activities into earnings, net of $1.5 tax expense in 2013, net of $1.7 tax benefit in 2012 and net of $2.2 tax benefit in 2011 2.8 (5.9 ) 8.5 Current period pension adjustment, net of $7.1 tax expense in 2013, net of $2.2 tax benefit in 2012 and net of $4.1 tax benefit in 2011 14.2 (11.4 ) (14.2 )

Reclassification of pension into earnings, net of $1.7 tax benefit in 2013, net of $1.1 tax benefit in 2012 and net of $1.1 tax benefit in 2011 5.1 6.3 5.5

Comprehensive Income $ 114.2 $ 89.7 $ 70.6 Other comprehensive income (loss) attributable to noncontrolling interest

Net income attributable to noncontrolling interest (0.2 ) (0.1 ) —

Comprehensive Income Attributable to Stockholders $ 114.0 $ 89.6 $ 70.6

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HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARI ES CONSOLIDATED BALANCE SHEETS


F-7

December 31

2013 2012

(In millions, except share data)

ASSETS

Current Assets

Cash and cash equivalents $ 175.7 $ 151.3 Accounts receivable, net of allowances of $10.2 in 2013 and $10.9 in 2012 359.3 329.2 Inventories, net 330.6 308.6 Deferred income taxes 18.0 10.5 Prepaid expenses and other 38.0 32.2

Total Current Assets 921.6 831.8 Property, Plant and Equipment, Net 164.2 146.1 Long-term Deferred Income Taxes 10.2 16.0 Investment in Unconsolidated Affiliates 36.7 45.3 Other Non-current Assets 28.6 25.2

Total Assets $ 1,161.3 $ 1,064.4 LIABILITIES AND EQUITY

Current Liabilities

Accounts payable $ 340.3 $ 285.9 Accounts payable, affiliates 20.8 20.6 Revolving credit facilities 39.0 — Current maturities of long-term debt 23.8 35.3 Accrued payroll 57.3 47.1 Accrued warranty obligations 28.9 30.3 Deferred revenue 7.4 9.4 Other current liabilities 92.3 76.6

Total Current Liabilities 609.8 505.2 Long-term Debt 6.7 106.9 Self-insurance Liabilities 20.6 16.5 Pension and other Postretirement Obligations 25.4 50.9 Other Long-term Liabilities 47.9 42.7

Total Liabilities 710.4 722.2 Stockholders’ Equity

Common stock:

Class A, par value $0.01 per share, 12,689,454 shares outstanding (2012 - 12,099,535 shares outstanding) 0.1 0.1 Class B, par value $0.01 per share, convertible into Class A on a one-for-one basis, 4,024,630 shares outstanding (2012 - 4,632,243 shares outstanding) 0.1 0.1

Capital in excess of par value 320.6 308.2 Treasury stock (3.4 ) (2.2 )

Retained earnings 188.4 95.1 Accumulated other comprehensive loss (56.0 ) (60.0 )

Total Stockholders’ Equity 449.8 341.3 Noncontrolling Interest 1.1 0.9

Total Equity 450.9 342.2

Total Liabilities and Equity $ 1,161.3 $ 1,064.4

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HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARI ES CONSOLIDATED STATEMENTS OF CASH FLOWS


F-8


2013 2012 2011

(In millions)

Operating Activities

Net income $ 110.2 $ 98.1 $ 82.6 Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 30.2 28.0 31.3 Amortization of deferred financing fees 1.9 1.9 1.5 Deferred income taxes (9.6 ) (13.6 ) 8.6 Stock-based compensation 14.2 1.3 — Loss on debt extinguishment 2.8 — — Dividends from unconsolidated affiliates 6.8 4.5 2.3 Other non-current liabilities 8.5 (2.4 ) (13.8 )

Other 5.9 (8.9 ) 10.1 Working capital changes:

Accounts receivable (42.0 ) 27.2 (59.3 )

Inventories (27.1 ) 0.4 (37.8 )

Other current assets (2.1 ) (1.8 ) (0.7 )

Accounts payable 56.2 (5.0 ) 14.6 Other liabilities (3.0 ) (1.0 ) 15.2

Net cash provided by operating activities 152.9 128.7 54.6 Investing Activities

Expenditures for property, plant and equipment (36.5 ) (19.8 ) (16.5 )

Proceeds from the sale of assets 0.5 0.3 0.5 Other 9.9 — 0.1

Net cash used for investing activities (26.1 ) (19.5 ) (15.9 )

Financing Activities

Additions to long-term debt 33.9 151.9 16.6 Reductions of long-term debt (154.2 ) (243.0 ) (21.7 )

Net additions (reductions) to revolving credit agreements 38.5 — (4.2 )

Cash dividends paid (16.7 ) (37.8 ) — Cash dividends paid to NACCO — (5.0 ) (10.0 )

Financing fees paid (2.9 ) (6.8 ) — Stock issuance costs — (1.5 ) — Purchase of treasury shares (3.0 ) (2.2 ) — Other — — (0.2 )

Net cash used for financing activities (104.4 ) (144.4 ) (19.5 )

Effect of exchange rate changes on cash 2.0 1.6 (3.8 )

Cash and Cash Equivalents

Increase (decrease) for the year 24.4 (33.6 ) 15.4 Balance at the beginning of the year 151.3 184.9 169.5

Balance at the end of the year $ 175.7 $ 151.3 $ 184.9

Table of Contents

HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARI ES CONSOLIDATED STATEMENTS OF EQUITY


F-9

Accumulated Other Comprehensive

Income (Loss)

Class A Common

Stock

Class B Common

Stock Treasury

Stock

Capital in Excess of Par Value

Retained Earnings (Deficit)

Foreign Currency

Translation Adjustment

Deferred Gain (Loss)

on Cash Flow

Hedging Pension

Adjustment

Total Stockholders'

Equity Noncontrolling

Interest Total

Equity

(In millions)

Balance, January 1, 2011 $ — $ — $ — $ 355.8 $ (85.5 ) $ 28.1 $ (6.8 ) $ (60.9 ) $ 230.7 $ 0.8 $ 231.5 Net income attributable to stockholders — — — — 82.6 — — — 82.6 — 82.6 Cash dividends to NACCO — — — (5.0 ) — — — — (5.0 ) — (5.0 )

Current period other comprehensive income (loss) — — — — — (13.4 ) 1.6 (14.2 ) (26.0 ) — (26.0 )

Reclassification adjustment to net income — — — — — — 8.5 5.5 14.0 — 14.0

Balance, December 31, 2011 $ — $ — $ — $ 350.8 $ (2.9 ) $ 14.7 $ 3.3 $ (69.6 ) $ 296.3 $ 0.8 $ 297.1

Issuance of common stock 0.1 0.1 — — — — — — 0.2 — 0.2 Stock-based compensation — — — 1.3 — — — — 1.3 — 1.3 Capital contribution from NACCO — — — 0.6 — — — — 0.6 — 0.6 Stock issuance costs — — — (1.7 ) — — — — (1.7 ) — (1.7 )

Purchase of treasury shares — — (2.2 ) — — — — — (2.2 ) — (2.2 )

Net income attributable to stockholders — — — — 98.0 — — — 98.0 — 98.0 Cash dividends to NACCO — — — (5.0 ) — — — — (5.0 ) — (5.0 )

Cash dividends on Class A and Class B common stock: $2.25 per share — — — (37.8 ) — — — — (37.8 ) — (37.8 )

Current period other comprehensive income (loss) — — — — — (1.5 ) 4.1 (11.4 ) (8.8 ) — (8.8 )

Reclassification adjustment to net income — — — — — — (5.9 ) 6.3 0.4 — 0.4 Net loss attributable to noncontrolling interest — — — — — — — — — 0.1 0.1

Balance, December 31, 2012 $ 0.1 $ 0.1 $ (2.2 ) $ 308.2 $ 95.1 $ 13.2 $ 1.5 $ (74.7 ) $ 341.3 $ 0.9 $ 342.2

Issuance of common stock — — — — — — — — — — — Stock-based compensation — — — 14.2 — — — — 14.2 — 14.2 Shares issued under stock compensation plans — — 1.8 (1.8 ) — — — — — — — Purchase of treasury shares — — (3.0 ) — — — — — (3.0 ) — (3.0 )

Net income attributable to stockholders — — — — 110.0 — — — 110.0 — 110.0 Cash dividends on Class A and Class B common stock: $1.00 per share — — — — (16.7 ) — — — (16.7 ) — (16.7 )

Current period other comprehensive income (loss) — — — — — (11.9 ) (6.2 ) 14.2 (3.9 ) — (3.9 )

Reclassification adjustment to net income — — — — — — 2.8 5.1 7.9 — 7.9 Net loss attributable to noncontrolling interest — — — — — — — — — 0.2 0.2

Balance, December 31, 2013 $ 0.1 $ 0.1 $ (3.4 ) $ 320.6 $ 188.4 $ 1.3 $ (1.9 ) $ (55.4 ) $ 449.8 $ 1.1 $ 450.9

Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARI ES (Tabular Amounts in Millions, Except Per Share and Percentage Data) NOTE 1—Principles of Consolidation and Nature of Operations

The consolidated financial statements include the accounts of Hyster-Yale Materials Handling, Inc., a Delaware corporation, and its majority-owned domestic and international subsidiaries (“Hyster-Yale” or the “Company”), Shanghai Hyster Forklift Ltd., a 75% owned joint venture in China is included in the consolidated financial statements. All significant intercompany accounts and transactions among the consolidated companies are eliminated in consolidation.

The Company, through its wholly owned operating subsidiary, NACCO Materials Handling Group, Inc. ("NMHG"), designs, engineers, manufactures, sells and services a comprehensive line of lift trucks and aftermarket parts marketed globally primarily under the Hyster ® and Yale ® brand names, mainly to independent Hyster ® and Yale ® retail dealerships. Lift trucks and component parts are manufactured in the United States, Northern Ireland, Mexico, The Netherlands, Italy, the Philippines, Vietnam, Japan, Brazil and China. The sale of service parts represents approximately 13% of total revenues as reported for each of 2013 , 2012 and 2011 . On September 28, 2012, NACCO Industries, Inc., ("NACCO"), the Company's former parent company, spun-off the Company to NACCO stockholders. In the spin-off, NACCO stockholders, in addition to retaining their shares of NACCO common stock, received one share of Hyster-Yale Class A common stock and one share of Hyster-Yale Class B common stock for each share of NACCO Class A common stock or Class B common stock. In accordance with applicable authoritative accounting guidance, the Company accounted for the spin-off from NACCO based on the historical carrying value of assets and liabilities.

Investments in Sumitomo-NACCO Materials Handling Company, Ltd. (“SN”), a 50% owned joint venture, and NMHG Financial Services, Inc. (“NFS”), a 20% owned joint venture, are accounted for by the equity method. SN operates manufacturing facilities in Japan, the Philippines and Vietnam from which the Company purchases certain components and lift trucks. Sumitomo Heavy Industries, Ltd. owns the remaining 50% interest in SN. Each shareholder of SN is entitled to appoint directors representing 50% of the vote of SN’s board of directors. All matters related to policies and programs of operation, manufacturing and sales activities require mutual agreement between the Company and Sumitomo Heavy Industries, Ltd. prior to a vote of SN’s board of directors. NFS is a joint venture with General Electric Capital Corporation (“GECC”), formed primarily for the purpose of providing financial services to independent Hyster ®

and Yale ® lift truck dealers and National Account customers in the United States. National Account customers are large customers with centralized purchasing and geographically dispersed operations in multiple dealer territories. The Company’s percentage share of the net income or loss from its equity investments is reported on the line “Income from unconsolidated affiliates” in the “Other income (expense)” portion of the Consolidated Statements of Operations. NOTE 2—Significant Accounting Policies

Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and judgments. These estimates and judgments affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities (if any) at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents: Cash and cash equivalents include cash in banks and highly liquid investments with original maturities of three months or less.

Accounts Receivable, Net of Allowances: Allowances are maintained against accounts receivable for doubtful accounts. Allowances for doubtful accounts are maintained for estimated losses resulting from the inability of customers to make required payments. These allowances are based on both recent trends of certain customers estimated to be a greater credit risk as well as general trends of the entire customer pool. Accounts are written off against the allowance when it becomes evident collection will not occur.

Inventories: Inventories are stated at the lower of cost or market. Cost is determined under the last-in, first-out (“LIFO”) method primarily for manufactured inventories, including service parts, in the United States. The first-in, first-out (“FIFO”) method is used with respect to all other inventories. Reserves are maintained for estimated obsolescence or excess inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. Upon a subsequent sale or disposal of the impaired inventory, the corresponding reserve for impaired value is relieved to ensure that the cost basis of the inventory reflects any write-downs.

F-10

Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARI ES (Tabular Amounts in Millions, Except Per Share and Percentage Data)

Property, Plant and Equipment, Net: Property, plant and equipment are recorded at cost. Depreciation and amortization are provided in amounts sufficient to amortize the cost of the assets, including assets recorded under capital leases, over their estimated useful lives using the straight-line method. Buildings are generally depreciated using a 20, 40 or 50-year life, improvements to land and buildings are depreciated over estimated useful lives ranging up to 40 years and equipment is depreciated over estimated useful lives ranging from three to 15 years. Capital grants received for the acquisition of equipment are recorded as reductions of the related equipment cost and reduce future depreciation expense. Repairs and maintenance costs are expensed when incurred.

Long-Lived Assets: The Company periodically evaluates long-lived assets for impairment when changes in circumstances or the occurrence of certain events indicate the carrying amount of an asset may not be recoverable. Upon identification of indicators of impairment, the Company evaluates the carrying value of the asset by comparing the estimated future undiscounted cash flows generated from the use of the asset and its eventual disposition with the asset’s net carrying value. If the carrying value of an asset is considered impaired, an impairment charge is recorded for the amount that the carrying value of the long-lived asset exceeds its fair value. Fair value is estimated as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Restructuring Reserves: Restructuring reserves reflect estimates related to employee-related costs, lease termination costs and other exit costs. Lease termination costs include remaining payments due under existing lease agreements after the cease-use date, less estimated sublease income and any lease termination fees. Other exit costs include costs to move equipment and costs incurred to close a facility. Actual costs could differ from management estimates, resulting in additional expense or the reversal of previously recorded expenses.

Self-insurance Liabilities: The Company is generally self-insured for product liability, environmental liability, and medical and workers’ compensation claims. For product liability, catastrophic insurance coverage is retained for potentially significant individual claims. An estimated provision for claims reported and for claims incurred but not yet reported under the self-insurance programs is recorded and revised periodically based on industry trends, historical experience and management judgment. In addition, industry trends are considered within management judgment for valuing claims. Changes in assumptions for such matters as legal judgments and settlements, legal defense costs, inflation rates, medical costs and actual experience could cause estimates to change in the near term.

Revenue Recognition: Revenues are recognized based upon the terms of contracts with customers, which is generally when title transfers and risk of loss passes as customer orders are completed and shipped. For National Account customers, revenue is recognized upon customer acceptance.

Products generally are not sold with the right of return with the exception of a small percentage of aftermarket parts. Based on the Company’s historical experience, a portion of such aftermarket parts sold is estimated to be returned and, subject to certain terms and conditions, the Company will agree to accept. The Company records estimated reductions to revenues at the time of the sale based upon this historical experience and the limited right of return provided to the Company’s dealers.

The Company also records estimated reductions to revenues for customer programs and incentive offerings, including special pricing agreements, price competition, promotions and other volume-based incentives. Lift truck sales revenue is recorded net of estimated discounts. The estimated discount amount is based upon historical trends for each lift truck model. In addition to standard discounts, dealers can also request additional discounts that allow them to offer price concessions to customers. From time to time, the Company offers special incentives to increase retail share or dealer stock and offers certain customers volume rebates if a specified cumulative level of purchases is obtained. Additionally, the Company provides for the estimated cost of product warranties at the time revenues are recognized.

Advertising Costs: Advertising costs are expensed as incurred. Total advertising expense was $13.7 million , $9.0 million and $10.3 million in 2013 , 2012 and 2011 , respectively.

Product Development Costs: Expenses associated with the development of new products and changes to existing products are charged to expense as incurred. These costs amounted to $69.2 million , $67.5 million and $61.3 million in 2013 , 2012 and 2011 , respectively.

Shipping and Handling Costs: Shipping and handling costs billed to customers are recognized as revenue and shipping and handling costs incurred by the Company are included on the line “Cost of sales” within the Consolidated Statements of Operations.

F-11


Taxes Collected from Customers and Remitted to Governmental Authorities: The Company collects various taxes and fees as an agent in connection with the sale of products and remits these amounts to the respective taxing authorities. These taxes and fees have been presented on a net basis in the Consolidated Statements of Operations and are recorded as an asset or liability until received by or remitted to the respective taxing authority.

Stock Compensation: The Company has stock compensation plans for a limited number of executives in the U.S. that allows the grant of shares of Class A common stock, subject to restrictions, as a means of retaining and rewarding them for long-term performance and to increase ownership in the Company. Shares awarded under the plans are fully vested and entitle the stockholder to all rights of common stock ownership except that shares may not be assigned, pledged or otherwise transferred during the restriction period. In general, the restriction period ends at the earliest of (i) five years after the participant's retirement date, (ii) ten years from the award date, or (iii) the participant's death or permanent disability. Pursuant to the plans, the Company issued 149,655 and 27,742 shares related to the years ended December 31, 2013 and 2012 , respectively. After the issuance of these shares, there were 672,603 shares of Class A common stock available for issuance under these plans. Compensation expense related to these share awards was $13.5 million ( $8.8 million net of tax) and $1.1 million ( $0.7 million net of tax) for the years ended December 31, 2013 and 2012 , respectively. Compensation expense at the grant date represents fair value based on the market price of the shares of Class A common stock.

The Company also has a stock compensation plan for non-employee directors of the Company under which a portion of the non-employee directors’ annual retainer is paid in restricted shares of Class A common stock. For the year ended December 31, 2013 , $69,000 of the non-employee directors’ retainer of $125,000 was paid in restricted shares of Class A common stock. For the year ended December 31, 2012 , $17,250 of the non-employee directors’ fourth quarter retainer of $31,250 was paid in restricted shares of Class A common stock. Shares awarded under the plan are fully vested and entitle the stockholder to all rights of common stock ownership except that shares may not be assigned, pledged or otherwise transferred during the restriction period. In general, the restriction period ends at the earliest of (i) ten years from the award date, (ii) the date of the director's death or permanent disability, (iii) five years (or earlier with the approval of the Board of Directors) after the director's date of retirement from the Board of Directors, or (iv) the date on which the director has both retired from the Board of Directors and reached 70 years of age. Pursuant to this plan, the Company issued 9,762 and 3,232 shares related to the years ended December 31, 2013 and 2012 , respectively. In addition to the mandatory retainer fee received in restricted stock, directors may elect to receive shares of Class A common stock in lieu of cash for up to 100% of the balance of their annual retainer, meeting attendance fees, committee retainer and any committee chairman's fees. These voluntary shares are not subject to any restrictions. Total shares issued under voluntary elections were 1,000 in 2013. No voluntary shares were issued in 2012. After the issuance of these shares, there were 87,006 shares of Class A common stock available for issuance under this plan. Compensation expense related to these awards was $0.7 million ( $0.5 million net of tax) and $0.2 million ( $0.1 million net of tax) for the year ended December 31, 2013 . Compensation expense at the grant date represents fair value based on the market price of the shares of Class A common stock.

Foreign Currency: Assets and liabilities of foreign operations are translated into U.S. dollars at the fiscal year-end exchange rate. The related translation adjustments are recorded as a separate component of equity, except for the Company’s Mexican operations. The U.S. dollar is considered the functional currency for the Company’s Mexican operations and, therefore, the effect of translating assets and liabilities from the Mexican peso to the U.S. dollar is recorded in results of operations. Revenues and expenses of all foreign operations are translated using average monthly exchange rates prevailing during the year.

Financial Instruments and Derivative Financial Instruments: Financial instruments held by the Company include cash and cash equivalents, accounts receivable, accounts payable, revolving credit agreements, long-term debt, interest rate swap agreements and forward foreign currency exchange contracts. The Company does not hold or issue financial instruments or derivative financial instruments for trading purposes.

The Company uses forward foreign currency exchange contracts to partially reduce risks related to transactions denominated in foreign currencies. The Company offsets fair value amounts related to foreign currency exchange contracts executed with the same counterparty. These contracts hedge firm commitments and forecasted transactions relating to cash flows associated with sales, purchases and intercompany accounts denominated in currencies other than its functional currencies. Changes in the fair value of forward foreign currency exchange contracts that are effective as hedges are recorded in accumulated other comprehensive income (loss) (“OCI”). Deferred gains or losses are reclassified from OCI to the Consolidated Statements of Operations in the same period as the gains or losses from the underlying transactions are recorded and are generally recognized in cost of sales. The ineffective portion of derivatives that are classified as hedges is immediately recognized in earnings and recognized in cost of sales. Certain of the Company's forward foreign currency contracts are designated as net investment

F-12


hedges of the Company's net investment in its foreign subsidiaries. For derivative instruments that are designated and qualify as a hedge of a net investment in foreign currency, the gain or loss is reported in other comprehensive income as part of cumulative translation adjustment to the extent it is effective, with the related amounts due to or from counterparties included in other liabilities or other assets. The Company utilizes the forward-rate method of assessing hedge effectiveness. Any ineffective portion of net investment hedges are recognized in the Consolidated Statements of Operations in the same period as the change.

The Company uses interest rate swap agreements to partially reduce risks related to floating rate financing agreements that are subject to changes in the market rate of interest. Terms of the interest rate swap agreements require the Company to receive a variable interest rate and pay a fixed interest rate. The Company’s interest rate swap agreements are predominately based upon the three-month LIBOR (London Interbank Offered Rate). Changes in the fair value of interest rate swap agreements that are effective as hedges are recorded in OCI. Deferred gains or losses are reclassified from OCI to the Consolidated Statements of Operations in the same period as the gains or losses from the underlying transactions are recorded and are recognized in interest expense. The ineffective portion of derivatives that are classified as hedges is immediately recognized in earnings and included on the line “Other” in the Consolidated Statements of Operations.

Interest rate swap agreements and forward foreign currency exchange contracts held by the Company which qualified as hedges have been designated as hedges of forecasted cash flows. The Company does not currently hold any nonderivative instruments designated as hedges or any derivatives designated as fair value hedges.

The Company periodically enters into foreign currency exchange contracts that do not meet the criteria for hedge accounting. These derivatives are used to reduce the Company’s exposure to foreign currency risk related to forecasted purchase or sales transactions or forecasted intercompany cash payments or settlements. Gains and losses on these derivatives are included on the line “Other” in the “Other income (expense)” section of the Consolidated Statements of Operations.

Cash flows from hedging activities are reported in the Consolidated Statements of Cash Flows in the same classification as the hedged item, generally as a component of cash flows from operations.

See Note 8 for further discussion of derivative financial instruments.

Recently Issued Accounting Standards

Accounting Standards Adopted in 2013:

In December 2011, the Financial Accounting Standards Board ("FASB") issued authoritative guidance on the offsetting of assets and liabilities, which was effective for the Company as of January 1, 2013. The guidance requires additional disclosures regarding offsetting arrangements of balance sheet derivatives to enable financial statement users to understand the effect of these arrangements on a company’s financial position. The Company adopted the guidance as of January 1, 2013 and has included the disclosures in Note 8. As this guidance only affected disclosures, the adoption did not have any effect on the Company's financial position, results of operations or cash flows. In February 2013, the FASB issued authoritative guidance on the presentation requirements for reclassifications from accumulated other comprehensive income (loss) ("OCI"), which was effective for the Company as of January 1, 2013. The Company adopted the guidance as of January 1, 2013 and has included the disclosures in Note 3. As this guidance only affected disclosures, the adoption did not have any effect on the Company's financial position, results of operations or cash flows. Accounting Standards Not Yet Adopted:

In February 2013, the FASB issued authoritative guidance on joint and several liability arrangements, which is effective for the Company as of January 1, 2014. The guidance provides for the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date and for which no other specific guidance in U.S. generally accepted accounting principles exists. The Company is currently evaluating the effect the adoption of the guidance will have on its financial position, results of operations, cash flows and related disclosures. In March 2013, the FASB issued authoritative guidance on a parent's accounting for the cumulative translation adjustment upon derecognition of certain subsidiaries or groups of assets within a foreign entity or of an investment in a foreign entity, which is

F-13

Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARI ES (Tabular Amounts in Millions, Except Per Share and Percentage Data) effective for the Company as of January 1, 2014. The guidance clarifies the accounting treatment for cumulative translation adjustments when an entity ceases to have a controlling financial interest in a subsidiary or group of assets within a foreign entity, an equity method investment that is a foreign entity and an equity method investment that is not a foreign entity. In addition, the guidance clarifies the attributes of a sale of an investment in a foreign entity. The Company is currently evaluating the effect the adoption of the guidance will have on its financial position, results of operations, cash flows and related disclosures. In July 2013, the FASB issued authoritative guidance on unrecognized tax benefits, which is effective for the Company as of January 1, 2014. The guidance requires an unrecognized tax benefit, or a portion of an unrecognized tax benefit, to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward with certain exceptions. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date, the unrecognized tax benefit should be presented in the financial statements as a liability and not combined with deferred tax assets. The Company is currently evaluating the effect the adoption of the guidance will have on its financial position, results of operations, cash flows and related disclosures.

Reclassification: Certain amounts in the prior period’s audited consolidated financial statements have been reclassified to conform to the current period’s presentation. Note 3 - Reclassifications from OCI The following table summarizes reclassifications out of OCI for each year ended December 31 as recorded in the Consolidated Statements of Operations:

(a) These OCI components are included in the computation of net pension cost (see Note 15 for additional details). NOTE 4—Restructuring and Related Programs

During 2009, management approved a plan to close its facility in Modena, Italy and consolidate its activities into its facility in Masate, Italy. These actions were taken to further reduce manufacturing capacity to more appropriate levels. As a result, the Company recognized a charge of approximately $5.6 million during 2009 of which $5.3 million related to severance and $0.3 million related to lease impairment. During 2010, $1.9 million of the accrual was reversed as a result of a reduction in the

F-14

Details about OCI Components Amount Reclassified from OCI Affected Line Item in the Statement Where Net

Income Is Presented

2013 2012 2011

Gain (loss) on cash flow hedges:

Interest rate contracts $ — $ (2.9 ) $ (8.6 ) Interest expense

Interest rate contracts — (1.7 ) — Other

Foreign exchange contracts (1.3 ) 8.8 (2.1 ) Cost of sales

Total before tax (1.3 ) 4.2 (10.7 ) Income before income taxes

Tax (expense) benefit (1.5 ) 1.7 2.2 Income tax provision

Net of tax $ (2.8 ) $ 5.9 $ (8.5 ) Net income

Amortization of defined benefit pension items:

Actuarial loss $ (6.2 ) $ (7.6 ) $ (6.9 ) (a)

Prior service (cost) credit (0.5 ) 0.4 0.4 (a)

Transition liability (0.1 ) (0.2 ) (0.1 ) (a)

Total before tax (6.8 ) (7.4 ) (6.6 ) Income before income taxes

Tax benefit 1.7 1.1 1.1 Income tax provision

Net of tax $ (5.1 ) $ (6.3 ) $ (5.5 ) Net income

Total reclassifications for the period $ (7.9 ) $ (0.4 ) $ (14.0 )


expected amount to be paid to former employees due to the finalization of an agreement with the Italian government. During 2012, $0.2 million of the accrual was reversed as a result of a reduction in the expected number of employees receiving severance payments. Severance payments of $0.6 million and $0.5 million were made during 2012 and 2011 , respectively. No further charges or payments related to this plan are expected.

During 2008 and 2009, based on the decline in economic conditions, management reduced its number of employees worldwide. As a result, the Company recognized a charge of approximately $6.3 million in 2008 and $3.4 million in 2009 related to severance. In addition, $1.1 million and $0.3 million of the accrual was reversed during 2009 and 2013, respectively, as a result of a reduction in the expected amount paid to employees. Severance payments of $0.2 million , $0.1 million and $0.5 million were made during 2013 , 2012 and 2011 , respectively. No further charges or payments related to this plan are expected. Following is the detail of the cash charges related to the programs:

Following is the activity related to the liability for the programs. Amounts for severance expected to be paid within one year are included on the line “Accrued Payroll” as of December 31, 2012.

F-15

Total charges expected to be

incurred

Charges incurred prior

to 2011

Reversals incurred in

2012

Reversals incurred in

2013

Americas

Severance $ 3.3 $ 3.3 $ — $ — Other 1.3 1.3 — — 4.6 4.6 — — Europe Severance 13.6 14.1 (0.2 ) (0.3 )

Lease impairment 0.3 0.3 — — 13.9 14.4 (0.2 ) (0.3 )

Asia-Pacific

Severance 2.4 2.4 — — Lease impairment 0.5 0.5 — — Other 0.1 0.1 — — 3.0 3.0 — —

Total charges (reversals) $ 21.5 $ 22.0 $ (0.2 ) $ (0.3 )

Severance

Balance at January 1, 2012 $ 1.4 Payments (0.7 )

Reversal (0.2 )

Balance at December 31, 2012 0.5 Payments (0.2 )

Reversal (0.3 )

Balance at December 31, 2013 $ —

Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARI ES (Tabular Amounts in Millions, Except Per Share and Percentage Data) NOTE 5—Inventories

Inventories are summarized as follows:

The cost of certain manufactured inventories, including service parts, has been determined using the LIFO method. At each of December 31, 2013 and 2012 , 52% of total inventories were determined using the LIFO method.

NOTE 6—Property, Plant and Equipment, Net

Property, plant and equipment, net includes the following:

Total depreciation and amortization expense on property, plant and equipment was $30.2 million , $28.0 million and $31.3 million during 2013 , 2012 , and 2011 , respectively. NOTE 7—Current and Long-Term Financing

The following table summarizes available and outstanding borrowings:

F-16

December 31

2013 2012

Finished goods and service parts $ 178.4 $ 170.1 Raw materials and work in process 203.3 189.9

Total manufactured inventories 381.7 360.0 LIFO reserve (51.1 ) (51.4 )

$ 330.6 $ 308.6

December 31

2013 2012

Land and land improvements $ 20.8 $ 17.2 Plant and equipment 545.1 510.2

Property, plant and equipment, at cost 565.9 527.4 Allowances for depreciation and amortization (401.7 ) (381.3 )

$ 164.2 $ 146.1

December 31

2013 2012

Total outstanding borrowings:

Revolving credit agreements $ 39.0 $ — Capital lease obligations and other 30.5 21.4 Term loan agreement — 120.8

Total debt outstanding $ 69.5 $ 142.2

Current portion of borrowings outstanding $ 62.8 $ 35.3

Long-term portion of borrowings outstanding $ 6.7 $ 106.9

Total available borrowings, net of limitations, under revolving credit agreements $ 210.6 $ 220.1

Unused revolving credit agreements $ 210.6 $ 220.1

Weighted average stated interest rate on total borrowings 2.8 % 5.0 %

Weighted average effective interest rate on total borrowings (including interest rate swap agreements) 2.8 % 5.1 %


Annual maturities of total debt, excluding capital leases, are as follows:

Interest paid on total debt was $7.2 million , $11.1 million and $14.2 million during 2013 , 2012 and 2011 , respectively. During 2013, the Company entered into a $220 million secured, floating-rate revolving credit facility (the "Facility”) that expires in December 2018. The Facility replaced the Company's previous revolving credit facility which was to expire in March 2017. Borrowings outstanding under the Facility were $34.5 million at December 31, 2013 . The excess availability under the Facility, at December 31, 2013 , was $178.1 million , which reflects reductions of $7.4 million for letters of credit. The Facility consists of a U.S. revolving credit facility in the initial amount of $120.0 million and a non-U.S. revolving credit facility in the initial amount of $100.0 million. The Facility can be increased up to $320.0 million over the term of the agreement in minimum increments of $25.0 million subject to certain conditions. The obligations under the Facility are generally secured by a lien on the working capital assets of the borrowers in the Facility, which include but are not limited to, cash and cash equivalents, accounts receivable and inventory. The approximate book value of assets held as collateral under the Facility was $540 million as of December 31, 2013 .

Borrowings bear interest at a floating rate that can be a base rate or LIBOR, as defined in the Facility, plus an applicable margin. The applicable margins, effective December 31, 2013 , for U.S. domestic base rate loans and LIBOR loans were 0.75% and 1.75% , respectively. The applicable margins, effective December 31, 2013 , for foreign base rate loans and LIBOR loans was 1.75% . The interest rate under the Facility on December 31, 2013 was 2.00% including the applicable floating rate margin. The Facility also requires the payment of a fee of 0.375% per annum on the unused commitment as of December 31, 2013 . The Facility includes restrictive covenants, which, among other things, limit additional borrowings and investments of the borrowers subject to certain thresholds, as defined in the Facility and limits the payment of dividends. If the minimum availability threshold, as defined in the Facility, is greater than fifteen percent for both total and U.S. revolving credit facilities, the Company may pay dividends subject to maintaining a certain level of availability prior to and upon payment of a dividend and achieving a minimum fixed charge coverage ratio of 1.00 to 1.00, as defined in the Facility. If the minimum availability threshold, as defined in the Facility, is greater than twenty percent for both total and U.S. revolving credit facilities, the Company may pay dividends without any minimum fixed charge coverage ratio requirement. The Facility also requires the Company to achieve a minimum fixed charge coverage ratio in certain circumstances in which total excess availability is less than ten percent of the total commitments under the Facility or excess availability under the U.S. revolving credit facility is less than 10 percent of the domestic revolver commitments, as defined in the Facility. At December 31, 2013 , the Company was in compliance with the covenants in the Facility. A portion of the proceeds of the Facility were used to repay the remaining $86.9 million of NMHG's previous term loan agreement which was entered into on June 22, 2012 and had an initial aggregate principal amount of $130.0 million . The Company recorded a $2.8 million charge in 2013 related to the write-off of deferred financing fees as a result of the repayment of the previous term loan agreement. The Company incurred fees and expenses of $2.9 million in 2013 related to the Facility. These fees were deferred and are being amortized as interest expense over the term of the Facility. In addition, the Company incurred fees and expenses of $6.8 million related to NMHG's previous revolving credit facility and term loan. In addition to the amount outstanding under the Facility, the Company had other borrowings of approximately $23.7 million at December 31, 2013 . In addition to the excess availability under the Facility, the Company had remaining availability of $32.5 million related to other foreign revolving credit agreements.

F-17

2014 $ 58.2 2015 — 2016 — 2017 — 2018 —

$ 58.2

Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARI ES (Tabular Amounts in Millions, Except Per Share and Percentage Data) NOTE 8—Financial Instruments and Derivative Financial Instruments

The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturities of these instruments. The fair values of revolving credit agreements and long-term debt, excluding capital leases, were determined using current rates offered for similar obligations taking into account Company credit risk, which is Level 2 as defined in the fair value hierarchy. The book value and fair value of revolving credit agreements and long-term debt, excluding capital leases, was $58.2 million and $135.6 million as of December 31, 2013 and 2012 , respectively.

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of accounts receivable and derivatives. The large number of customers comprising the Company’s customer base and their dispersion across many different industries and geographies mitigates concentration of credit risk on accounts receivable. To further reduce credit risk associated with accounts receivable, the Company performs periodic credit evaluations of its customers, but does not generally require advance payments or collateral. The Company enters into derivative contracts with high-quality financial institutions and limits the amount of credit exposure to any one institution.

Derivative Financial Instruments

The Company measures its derivatives at fair value on a recurring basis using significant observable inputs, which is Level 2 as defined in the fair value hierarchy. The Company uses a present value technique that incorporates the LIBOR swap curve, foreign currency spot rates and foreign currency forward rates to value its derivatives, including its interest rate swap agreements and foreign currency exchange contracts, and also incorporates the effect of its Company and counterparty credit risk into the valuation.

Foreign Currency Derivatives : The Company held forward foreign currency exchange contracts with a total notional amount of $484.1 million at December 31, 2013 , primarily denominated in euros, Japanese yen, British pounds, Swedish kroner, Mexican pesos, Brazilian real and Australian dollars. The Company held forward foreign currency exchange contracts with total notional amounts of $428.7 million at December 31, 2012 , primarily denominated in euros, British pounds, Japanese yen, Swedish kroner, Australian dollars and Mexican pesos. The fair value of these contracts approximated a net liability of $2.1 million and a net asset of $3.9 million at December 31, 2013 and 2012 , respectively. The fair value of all net investment hedges was a net liability of $0.3 million at December 31, 2013 .

For the years ended December 31, 2013 and 2012 , there was no ineffectiveness of forward foreign currency exchange contracts that qualify for hedge accounting. Forward foreign currency exchange contracts that qualify for hedge accounting are used to hedge transactions expected to occur within the next twenty-four months. The mark-to-market effect of forward foreign currency exchange contracts that are considered effective as hedges has been included in OCI. Based on market valuations at December 31, 2013 , $3.6 million of the amount of net deferred loss included in OCI at December 31, 2013 is expected to be reclassified into the Consolidated Statements of Operations over the next twelve months, as the transactions occur. Interest Rate Derivatives: The Company has interest rate swap agreements that are expected to hedge interest payments on its future three-month LIBOR borrowings. These contracts begin on December 31, 2014 and extend to December 31, 2018 for a notional amount of $100.0 million . The fair value of all interest rate swap agreements was a net asset of $2.4 million and a net liability of $0.7 million at December 31, 2013 and December 31, 2012 , respectively. In connection with the refinancing of the term loan during 2012, the Company determined that the hedged forecasted transactions associated with its interest rate swap agreements were no longer probable of occurring. As such, the Company recognized a loss of $1.4 million in the second quarter of 2012 related to the ineffectiveness of certain of its interest rate swap agreements. Any additional charges related to these interest rate swap agreements are immediately recognized in earnings. These expenses are recorded in the Consolidated Statements of Operations on the line “Other.”

F-18


The following table summarizes the fair value of derivative instruments at December 31 as recorded in the Consolidated Balance Sheets:

F-19

Asset Derivatives Liability Derivatives

Balance sheet location 2013 2012 Balance sheet location 2013 2012

Derivatives designated as hedging instruments

Cash Flow Hedges

Interest rate swap agreements

Long-term Other non-current assets $ 2.4 $ — Other long-term liabilities $ — $ 0.4 Foreign currency exchange contracts

Current Prepaid expenses and other 0.4 6.6 Prepaid expenses and other — 2.7 Other current liabilities 2.7 1.4 Other current liabilities 5.7 1.2

Long-Term Other long-term liabilities — — Other long-term liabilities 0.7 — Net investment hedges

Foreign currency exchange contracts Current Other current liabilities — — Other current liabilities 0.3 —

Total derivatives designated as hedging instruments

$ 5.5 $ 8.0 $ 6.7 $ 4.3

Derivatives not designated as hedging instruments

Cash flow hedges

Interest rate swap agreements

Current Other current liabilities $ — $ — Other current liabilities $ — $ 0.4 Long-term Other non-current assets — 0.1 Other long-term liabilities — —

Foreign currency exchange contracts

Current Prepaid expenses and other 4.1 1.7 Prepaid expenses and other 2.0 1.2 Other current liabilities 0.3 0.6 Other current liabilities 1.2 1.3 Total derivatives not designated as hedging instruments

$ 4.4 $ 2.4

$ 3.2 $ 2.9

Total derivatives $ 9.9 $ 10.4 $ 9.9 $ 7.2

Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARI ES (Tabular Amounts in Millions, Except Per Share and Percentage Data) The following table summarizes the offsetting of the fair value of derivative instruments on a gross basis by counterparty at December 31, 2013 and December 31, 2012 as recorded in the Consolidated Balance Sheets:

F-20

Derivative Assets as of December 31, 2013 Derivative Liabilities as of December 31, 2013

Gross Amounts of Recognized

Assets Gross Amounts

Offset Net Amounts

Presented Net Amount


Liabilities Gross Amounts

Offset Net Amounts


Cash Flow Hedges

Interest rate swap agreements $ 2.4 $ — $ 2.4 $ 2.4 $ — $ — $ — $ — Foreign currency exchange contracts 2.5 (2.5 ) — — 4.6 (2.5 ) 2.1 2.1 Total cash flow hedges 4.9 (2.5 ) 2.4 2.4 4.6 (2.5 ) 2.1 2.1 Net Investment Hedges

Foreign currency exchange contracts — — — — 0.3 — 0.3 0.3 Total derivatives $ 4.9 $ (2.5 ) $ 2.4 $ 2.4 $ 4.9 $ (2.5 ) $ 2.4 $ 2.4

Derivative Assets as of December 31, 2012 Derivative Liabilities as of December 31, 2012


Assets Gross Amounts

Offset Net Amounts


Gross Amounts of Recognized Liabilities

Gross Amounts Offset

Net Amounts Presented Net Amount

Cash Flow Hedges

Interest rate swap agreements $ 0.1 $ (0.1 ) $ — $ — $ 0.8 $ (0.1 ) $ 0.7 $ 0.7 Foreign currency exchange contracts 4.4 (0.5 ) 3.9 3.9 0.5 (0.5 ) — — $ 4.5 $ (0.6 ) $ 3.9 $ 3.9 $ 1.3 $ (0.6 ) $ 0.7 $ 0.7


The following table summarizes the pre-tax impact of derivative instruments for each year ended December 31 as recorded in the Consolidated Statements of Operations:

NOTE 9—Leasing Arrangements

The Company leases certain office, manufacturing and warehouse facilities and machinery and equipment under noncancellable capital and operating leases that expire at various dates through 2023. Many leases include renewal and/or fair value purchase options.

Future minimum capital and operating lease payments at December 31, 2013 are:

Rental expense for all operating leases was $15.3 million , $14.4 million and $15.5 million for 2013 , 2012 and 2011 , respectively. The Company also recognized $7.2 million , $6.0 million and $7.8 million for 2013 , 2012 and 2011 , respectively, in rental income on subleases of equipment. These subleases were primarily related to lift trucks in which the Company records revenues over the term of the lease in accordance with the rental agreements with its customers. The sublease rental income for

F-21

Derivatives in Cash Flow Hedging Relationships

Amount of Gain or (Loss) Recognized in OCI on

Derivative (Effective Portion)

Location of Gain or (Loss) Reclassified

from OCI into Income (Effective

Portion)

Amount of Gain or (Loss) Reclassified from OCI

into Income (Effective Portion)

Location of Gain or (Loss) Recognized

in Income on Derivative (Ineffective

Portion and Amount Excluded from Effectiveness

Testing)

Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from

Effectiveness Testing)

2013 2012 2011 2013 2012 2011 2013 2012 2011

Cash flow hedges Interest rate swap agreements $ 2.8 $ (0.3 ) $ (1.1 ) Interest expense $ — $ (2.9 ) $ (8.6 ) Other $ — $ (1.7 ) $ — Foreign currency exchange contracts (9.3 ) 7.7 2.4 Cost of sales (1.3 ) 8.8 (2.1 ) N/A — — —

(6.5 ) 7.4 1.3 (1.3 ) 5.9 (10.7 ) — (1.7 ) — Net investment hedges

Foreign currency exchange contracts (0.8 ) — — Cost of sales — — — N/A — — —

Total $ (7.3 ) $ 7.4 $ 1.3 $ (1.3 ) $ 5.9 $ (10.7 ) $ — $ (1.7 ) $ —

Derivatives Not Designated as Hedging Instruments Location of Gain or (Loss) Recognized in

Income on Derivative Amount of Gain or (Loss)

Recognized in Income on Derivative

2013 2012 2011

Cash flow hedges

Interest rate swap agreements Other $ (0.1 ) $ (0.1 ) $ — Foreign currency exchange contracts Other (1.9 ) (2.6 ) (1.4 )

Total $ (2.0 ) $ (2.7 ) $ (1.4 )

Capital Leases

Operating Leases

2014 $ 5.2 $ 13.3 2015 4.5 8.7 2016 1.5 6.5 2017 0.5 4.9 2018 0.4 3.8 Subsequent to 2018 — 7.8

Total minimum lease payments 12.1 $ 45.0

Amounts representing interest 0.8

Present value of net minimum lease payments 11.3

Current maturities 4.6

Long-term capital lease obligation $ 6.7


these lift trucks is included in “Revenues” and the related rent expense is included in “Cost of sales” in the Consolidated Statements of Operations for each period. Aggregate future minimum rentals to be received under noncancellable subleases of lift trucks as of December 31, 2013 are $15.3 million .

Assets recorded under capital leases are included in property, plant and equipment and consist of the following:

Amortization of plant and equipment under capital leases is included in depreciation expense. Capital lease obligations of $9.3 million , $7.3 million and $0.7 million were incurred in connection with lease agreements to acquire plant and equipment during 2013 , 2012 and 2011 , respectively. NOTE 10—Contingencies Various legal and regulatory proceedings and claims have been or may be asserted against the Company relating to the conduct of its business, including product liability, environmental and other claims. These proceedings and claims are incidental to the ordinary course of business. Management believes that it has meritorious defenses and will vigorously defend the Company in these actions. Any costs that management estimates will be paid as a result of these claims are accrued when the liability is considered probable and the amount can be reasonably estimated. Although the ultimate disposition of these proceedings is not presently determinable, management believes, after consultation with its legal counsel, that the likelihood is remote that material costs will be incurred in excess of accruals already recognized. NOTE 11—Guarantees Under various financing arrangements for certain customers, including independently owned retail dealerships, the Company provides recourse or repurchase obligations such that it would be obligated in the event of default by the customer. Terms of the third-party financing arrangements for which the Company is providing recourse or repurchase obligations generally range from one to five years. Total amounts subject to recourse or repurchase obligations at December 31, 2013 and December 31, 2012 were $149.2 million and $146.5 million , respectively. As of December 31, 2013 , losses anticipated under the terms of the recourse or repurchase obligations were not significant and reserves have been provided for such losses based on historical experience in the accompanying consolidated financial statements. The Company generally retains a security interest in the related assets financed such that, in the event it would become obligated under the terms of the recourse or repurchase obligations, the Company would take title to the assets financed. The fair value of collateral held at December 31, 2013 was approximately $165.4 million based on Company estimates. The Company estimates the fair value of the collateral using information regarding the original sales price, the current age of the equipment and general market conditions that influence the value of both new and used lift trucks. The Company also regularly monitors the external credit ratings of the entities in which it has provided recourse or repurchase obligations. As of December 31, 2013 , the Company did not believe there was a significant risk of non-payment or non-performance of the obligations by these entities; however, based upon the economic environment, there can be no assurance that the risk may not increase in the future. In addition, the Company has an agreement with GECC to limit its exposure to losses at certain eligible dealers. Under this agreement, losses related to $35.8 million of recourse or repurchase obligations for these certain eligible dealers are limited to 7.5% of their original loan balance, or $7.1 million as of December 31, 2013 . The $35.8 million is included in the $149.2 million of total amounts subject to recourse or repurchase obligations at December 31, 2013 .

F-22

December 31

2013 2012

Plant and equipment $ 14.7 $ 10.6 Less accumulated amortization (3.7 ) (3.0 )

$ 11.0 $ 7.6

Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARI ES (Tabular Amounts in Millions, Except Per Share and Percentage Data) NOTE 12—Product Warranties The Company provides a standard warranty on its lift trucks, generally for six to twelve months or 1,000 to 2,000 hours . For certain components in some series of lift trucks, the Company provides a standard warranty of two to three years or 4,000 to 6,000 hours . The Company estimates the costs which may be incurred under its standard warranty programs and records a liability for such costs at the time product revenue is recognized. In addition, the Company sells extended warranty agreements, which provide a warranty for an additional two to five years or up to 2,400 to 10,000 hours . The specific terms and conditions of those warranties vary depending upon the product sold and the country in which the Company does business. Revenue received for the sale of extended warranty contracts is deferred and recognized in the same manner as the costs incurred to perform under the warranty contracts. The Company also maintains a quality enhancement program under which it provides for specifically identified field product improvements in its warranty obligation. Accruals under this program are determined based on estimates of the potential number of claims to be processed and the cost of processing those claims based on historical costs. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. Factors that affect the warranty liability include the number of units sold, historical and anticipated rates of warranty claims and the cost per claim. Changes in the current and long-term warranty obligations, including deferred revenue on extended warranty contracts, are as follows:

NOTE 13—Common Stock and Earnings per Share

The Company's Class A common stock is traded on the New York Stock Exchange under the ticker symbol “HY.” Because of transfer restrictions on Class B common stock, no trading market has developed, or is expected to develop, for the Company's Class B common stock. The Class B common stock is convertible into Class A common stock on a one-for-one basis at any time at the request of the holder. The Company's Class A common stock and Class B common stock have the same cash dividend rights per share. The Class A common stock has one vote per share and the Class B common stock has ten votes per share. The total number of authorized shares of Class A common stock and Class B common stock at December 31, 2013 was 125 million shares and 35 million shares, respectively. Treasury shares of Class A common stock totaling 65,042 and 47,348 at December 31, 2013 and 2012, respectively, have been deducted from shares outstanding.

Stock Compensation: See Note 2 for a discussion of the Company's restricted stock awards.

F-23

2013 2012

Balance at January 1 $ 44.3 $ 43.8 Current year warranty expense 27.6 29.7 Change in estimate related to pre-existing warranties (5.0 ) (5.9 )

Payments made (22.3 ) (23.4 )

Foreign currency effect 0.5 0.1

Balance at December 31 $ 45.1 $ 44.3


Earnings per Share: For purposes of calculating earnings per share, no adjustments have been made to the reported amounts of net income attributable to stockholders. In addition, basic and diluted earnings per share for Class A common stock are the same as Class B common stock. The weighted average number of shares of Class A common stock and Class B common stock outstanding used to calculate basic and diluted earnings per share were as follows:

As a result of the distribution of one share of Class A common stock and one share of Class B common stock for each share of NACCO Class A common stock or NACCO Class B common stock on September 28, 2012, the earnings per share amounts and the weighted average shares outstanding for the Company, prior to the spin-off, have been calculated based upon doubling the relative historical basic and diluted weighted average shares outstanding of NACCO. NOTE 14—Income Taxes

The components of income before income taxes and provision for income taxes for the years ended December 31 are as follows:

The Company made income tax payments of $38.1 million , $17.2 million and $15.6 million during 2013 , 2012 and 2011 , respectively. Income tax refunds of $3.4 million , $1.5 million and $8.0 million were received by the Company during 2013 , 2012 and 2011 , respectively.

F-24

2013 2012 2011

Basic weighted average shares outstanding 16.725 16.768 16.767 Dilutive effect of restricted stock awards 0.083 0.032 0.048

Diluted weighted average shares outstanding 16.808 16.800 16.815

Basic earnings per share $ 6.58 $ 5.84 $ 4.93 Diluted earnings per share $ 6.54 $ 5.83 $ 4.91

2013 2012 2011

Income before income taxes

Domestic $ 64.9 $ 46.6 $ 34.6 Foreign 62.5 58.5 66.9

$ 127.4 $ 105.1 $ 101.5

Income tax provision

Current tax provision (benefit):

Federal $ 19.7 $ 15.3 $ 2.8 State 2.0 1.2 0.3 Foreign 5.1 4.1 7.2 Total current $ 26.8 $ 20.6 $ 10.3

Deferred tax provision (benefit):

Federal $ (0.4 ) $ (1.3 ) $ 10.5 State 0.9 (7.2 ) — Foreign (10.1 ) (5.1 ) (1.9 )

Total deferred $ (9.6 ) $ (13.6 ) $ 8.6

$ 17.2 $ 7.0 $ 18.9


A reconciliation of the federal statutory and effective income tax rate for the year ended December 31 is as follows:

As of December 31, 2013 , the cumulative unremitted earnings of the Company's non-U.S. subsidiaries are approximately $303.3 million . The Company repatriated earnings of its European subsidiaries of $30 million and $50 million during 2013 and 2012 , respectively. There were no distributions of unremitted earnings in 2011. The Company estimates that approximately $45 million to $55 million of its unremitted foreign earnings may be repatriated in the foreseeable future. As a result of this determination, the Company has provided a deferred tax liability with respect to these earnings of $7.4 million at December 31, 2013 . The Company has continued to conclude that predominantly all remaining foreign earnings in excess of this amount will be indefinitely reinvested in its non-U.S. operations and, therefore, the recording of deferred tax liabilities for such unremitted earnings is not required. It is impracticable to determine the total amount of unrecognized deferred taxes with respect to these permanently reinvested earnings; however, foreign tax credits would be available to partially reduce U.S. income taxes in the event of a distribution.

A detailed summary of the total deferred tax assets and liabilities in the Consolidated Balance Sheets resulting from differences in the book and tax basis of assets and liabilities follows:

F-25

2013 2012 2011

Income before income taxes $ 127.4 $ 105.1 $ 101.5

Statutory taxes at 35.0% $ 44.6 $ 36.8 $ 35.5 Valuation allowance (12.1 ) (19.7 ) (9.9 )

Foreign rate differences (11.4 ) (9.9 ) (8.7 )

Equity interest earnings (1.2 ) (1.6 ) (1.9 )

Unremitted foreign earnings (1.2 ) (1.1 ) 1.5 R&D and other federal credits (2.4 ) (0.7 ) (0.7 )

State income taxes 2.0 2.0 2.6 Non-deductible expenses 0.3 0.8 0.7 Tax controversy resolution (1.8 ) 0.1 0.1 Other 0.4 0.3 (0.3 )

Income tax provision $ 17.2 $ 7.0 $ 18.9

Effective income tax rate 13.5 % 6.7 % 18.6 %

December 31

2013 2012

Deferred tax assets

Accrued expenses and reserves $ 32.7 $ 30.6 Accrued pension benefits 4.9 14.3 Tax attribute carryforwards 34.9 44.3 Other employee benefits 9.6 8.2 Other 1.0 0.6

Total deferred tax assets 83.1 98.0 Less: Valuation allowance 31.7 47.1

51.4 50.9 Deferred tax liabilities

Depreciation 8.9 7.9 Inventories 6.9 8.3 Unremitted earnings 7.4 8.2

Total deferred tax liabilities 23.2 24.4

Net deferred tax asset $ 28.2 $ 26.5


The following table summarizes the tax carryforwards and associated carryforward periods and related valuation allowances where the Company has determined that realization is uncertain:

The establishment of a valuation allowance does not have an impact on cash, nor does such an allowance preclude the Company from using its loss carryforwards or other deferred tax assets in future periods. The tax net operating losses that comprise a substantial portion of the Australian deferred tax assets do not expire under local law and the U.S. state taxing jurisdictions individually can provide for a carryforward period that extends for up to 20 years.

The Company's operations emerged from a three-year cumulative loss with respect to its Australian, certain European and U.S. taxing jurisdictions during 2012. The Company evaluated all the positive and negative evidence with respect to the realization of the deferred tax assets in these taxing jurisdictions. Based upon the scheduling of deferred temporary differences, the projection of future taxable income in each taxing jurisdiction and the assessment of economic risks impacting each of these specific geographic regions, the Company determined that certain portions of both the U.S. state and Australian deferred tax assets were realizable and met the more likely than not threshold for a release of the associated valuation allowance. Accordingly, the Company released $10.7 million of its valuation allowance primarily with respect to its U.S. state and Australian deferred tax assets. During the second quarter of 2013, the Company determined that its United Kingdom deferred tax assets met the more likely than not threshold required for realization based upon the anticipated timing of deferred temporary differences, the continuing trend of earnings, the projection of future taxable income, and the improving assessment of the economic environment affecting the Company's European operations. Accordingly, the income tax provision for the second quarter of 2013 contains a net release of valuation allowance of $12.8 million.

During both 2013 and 2012 , the net valuation allowance provided against certain deferred tax assets decreased by $15.4 million . The change in the total valuation allowance in 2013 and 2012 included a net decrease in tax expense of $12.1 million and $19.7 million , respectively, and a net change in the overall U.S. dollar value of valuation allowances previously recorded in foreign currencies and amounts recorded directly in equity of a net decrease of $3.3 million in 2013 and a net increase of $4.3 million in 2012.

Based upon the review of historical earnings and trends, forecasted earnings and the relevant expiration of carryforwards, the Company believes the valuation allowances provided are appropriate. At December 31, 2013 , the Company had gross net operating loss carryforwards in non-U.S. jurisdictions of $75.7 million and U.S. state jurisdictions of $84.3 million .

The tax returns of the Company and certain of its non-U.S. subsidiaries are under routine examination by various taxing authorities. The Company has not been informed of any material assessment for which an accrual has not been previously provided and the Company would vigorously contest any material assessment. Management believes any potential adjustment would not materially affect the Company's financial condition or results of operations.

F-26

December 31, 2013

Net deferred tax

asset Valuation allowance

Carryforwards expire during:

Non-U.S. net operating loss $ 21.4 $ 15.0 2014-Indefinite State losses and credits 5.1 1.6 2014-2030 State and Non-U.S. Capital losses 8.4 8.4 2014-Indefinite

Total $ 34.9 $ 25.0

December 31, 2012

Net deferred tax

asset Valuation allowance

Carryforwards expire during:

Non-U.S. net operating loss $ 28.9 $ 23.2 2013-Indefinite

State losses and credits 5.7 1.1 2013-2030

State and Non-U.S. Capital losses 9.7 9.7 2014-Indefinite

Total $ 44.3 $ 34.0


The following is a reconciliation of total gross unrecognized tax benefits, defined as the aggregate tax effect of differences between tax return positions and the benefits recognized in the consolidated financial statements for the years ended December 31, 2013 , 2012 and 2011 . Approximately $5.2 million , $6.7 million and $7.7 million of these amounts as of December 31, 2013 , 2012 and 2011 , respectively, relate to permanent items that, if recognized, would impact the effective income tax rate. This amount differs from gross unrecognized tax benefits presented in the table below for 2013 and 2012 due to the decrease in U.S. federal income taxes which would occur upon the recognition of the state tax benefits included herein.

The Company records interest and penalties on uncertain tax positions as a component of the income tax provision. The Company recorded a net decrease of $0.1 million in interest and penalties during 2013 and no net change during 2012 and 2011 . The total amount of interest and penalties accrued was $0.3 million as of December 31, 2013 and $0.4 million as of December 31, 2012 and 2011 .

The Company expects the amount of unrecognized tax benefits will change within the next twelve months; however, the change in unrecognized tax benefits, which is reasonably possible within the next twelve months, is not expected to have a significant effect on the Company's financial position or results of operations. It is reasonably possible the Company will record unrecognized tax benefits within the next twelve months in the range of zero to $1.5 million resulting from the possible expiration of certain statutes of limitation and settlement of audits. If recognized, the previously unrecognized tax benefits will be recorded as discrete tax benefits in the quarter in which the items are effectively settled.

In general, the Company operates in taxing jurisdictions that provide a statute of limitations period ranging from three to five years for the taxing authorities to review the applicable tax filings. The examination of the U.S. federal tax returns for the 2007 and 2008 tax years was completed in 2011 except for one issue that was settled favorably in the Internal Revenue Service Appeals process in November 2012. The examination of the 2009 and 2010 U.S. federal tax returns commenced in February 2012 and was completed in the first quarter of 2013 with acceptance by Joint Committee in the third quarter of 2013. The examination of the U.S. federal tax returns for the 2011 and 2012 tax years, including the post spin-off short period return for 2012, began in the third quarter of 2013 and is expected to be completed during 2014. The discussion above regarding the U.S. federal tax returns and audits reflects the impact upon the Company as a member of the consolidated federal tax return of NACCO for the 2012 tax year and prior. As a result of the spin-off, the Company filed a separate U.S. federal tax return for the period from the spin-off through December 31, 2012. The Company is currently under examination in various state and non-U.S. jurisdictions for which the statute of limitations has been extended. The Company believes these examinations are routine in nature and are not expected to result in any material tax assessments. NOTE 15—Retirement Benefit Plans

Defined Benefit Plans: The Company maintains various defined benefit pension plans that provide benefits based on years of service and average compensation during certain periods. The Company’s policy is to make contributions to fund these plans within the range allowed by applicable regulations. Plan assets consist primarily of publicly traded stocks and government and corporate bonds.

Pension benefits for employees covered under the Company’s U.S. plans are frozen. Only certain grandfathered employees in the United Kingdom and the Netherlands still earn retirement benefits under defined benefit pension plans. All other eligible employees of the Company, including employees whose pension benefits were frozen, receive retirement benefits under defined contribution retirement plans. During the third quarter of 2013, the Company recognized a settlement loss of $1.2 million resulting from lump-sum distributions exceeding the total projected interest cost for the plan year for one of its U.S. pension plans. The Company

F-27

2013 2012 2011

Balance at January 1 $ 6.8 $ 7.7 $ 7.9 Additions for tax positions of prior years 0.1 0.2 0.1 Additions based on tax positions related to the current year 0.9 0.9 1.0 Reductions due to settlements with taxing authorities and the lapse of the applicable statute of limitations (2.7 ) (2.2 ) (1.2 )

Other changes in unrecognized tax benefits including foreign currency translation adjustments 0.2 0.2 (0.1 )

Balance at December 31 $ 5.3 $ 6.8 $ 7.7

Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARI ES (Tabular Amounts in Millions, Except Per Share and Percentage Data) remeasured the plan as of September 30, 2013 using a discount rate of 4.30% . An additional $0.4 million settlement loss was recognized for lump-sum distributions occurring during the fourth quarter of 2013 using a discount rate of 4.40% .

The assumptions used in accounting for the defined benefit plans were as follows for the years ended December 31 :

Each year, the assumptions used to calculate the benefit obligation are used to calculate the net periodic pension expense for the following year.

Set forth below is a detail of the net periodic pension expense for the defined benefit plans for the years ended December 31 :

F-28

2013 2012 2011

United States Plans

Weighted average discount rates 4.40% 3.55% 4.30% - 4.55%

Expected long-term rate of return on assets 7.75% 7.75% 8.25%

Non-U.S. Plans

Weighted average discount rates 3.50%-4.40% 3.75% - 4.45% 4.90% - 5.00%

Rate of increase in compensation levels 2.50%-3.60% 2.50% - 3.45% 2.50% - 3.50%

Expected long-term rate of return on assets 3.50% - 7.50% 3.75% - 7.50% 5.00% - 8.00%

2013 2012 2011

United States Plans

Service cost $ — $ — $ — Interest cost 3.2 3.6 4.0 Expected return on plan assets (5.5 ) (5.0 ) (5.0 )

Amortization of actuarial loss 2.0 3.7 3.2 Amortization of prior service credit (0.3 ) (0.3 ) (0.3 )

Settlements 1.6 — —

Net periodic pension expense $ 1.0 $ 2.0 $ 1.9

Non-U.S. Plans

Service cost $ 2.9 $ 2.6 $ 2.2 Interest cost 6.6 6.6 7.4 Expected return on plan assets (8.9 ) (8.9 ) (9.1 )

Amortization of actuarial loss 4.2 3.9 3.7 Amortization of prior service cost (credit) 0.8 (0.1 ) (0.1 )

Amortization of transition liability 0.1 0.2 0.1

Net periodic pension expense $ 5.7 $ 4.3 $ 4.2


Set forth below is a detail of other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) for the year ended December 31 :

F-29

2013 2012 2011

United States Plans

Current year actuarial (gain) loss $ (13.9 ) $ 6.2 $ 11.7 Amortization of actuarial loss (2.0 ) (3.7 ) (3.2 )

Amortization of prior service credit 0.3 0.3 0.3 Settlements (1.6 ) — —

Total recognized in other comprehensive income (loss) $ (17.2 ) $ 2.8 $ 8.8

Non-U.S. Plans

Current year actuarial (gain) loss $ (6.5 ) $ 7.4 $ 6.6 Amortization of actuarial loss (4.2 ) (3.9 ) (3.7 )

Current year prior service cost 0.7 — — Amortization of prior service (cost) credit (0.8 ) 0.1 0.1 Amortization of transition liability (0.1 ) (0.2 ) (0.1 )

Total recognized in other comprehensive income (loss) $ (10.9 ) $ 3.4 $ 2.9


The following table sets forth the changes in the benefit obligation and the plan assets during the year and the funded status of the defined benefit plans at December 31 :

The transition obligation, prior service credit and actuarial loss included in accumulated other comprehensive income (loss) expected to be recognized in net periodic benefit cost in 2014 are $0.2 million (less than $0.1 million net of tax), $0.3 million ( $0.2 million net of tax) and $6.4 million ( $4.1 million net of tax), respectively.

The projected benefit obligation included in the table above represents the actuarial present value of benefits attributable to employee service rendered to date, including the effects of estimated future pay increases. The accumulated benefit obligation

F-30

2013 2012

U.S. Plans Non-U.S.

Plans U.S. Plans Non-U.S.

Plans

Change in benefit obligation

Projected benefit obligation at beginning of year $ 91.4 $ 157.4 $ 85.2 $ 135.3 Service cost — 2.9 — 2.6 Interest cost 3.2 6.6 3.6 6.6 Actuarial (gain) loss (7.1 ) 3.0 8.7 12.6 Benefits paid (4.1 ) (7.2 ) (6.1 ) (6.4 )

Employee contributions — 0.7 — 0.7 Plan amendments — 0.7 — — Settlements (2.6 ) — — — Foreign currency exchange rate changes — 4.2 — 6.0

Projected benefit obligation at end of year $ 80.8 $ 168.3 $ 91.4 $ 157.4

Accumulated benefit obligation at end of year $ 80.8 $ 162.3 $ 91.4 $ 149.6

Change in plan assets

Fair value of plan assets at beginning of year $ 72.4 $ 128.6 $ 60.9 $ 111.7 Actual return on plan assets 12.2 18.2 7.5 14.1 Employer contributions 1.8 3.6 10.1 3.6 Employee contributions — 0.7 — 0.7 Benefits paid (4.1 ) (7.2 ) (6.1 ) (6.4 )

Settlements (2.6 ) — — — Foreign currency exchange rate changes — 4.1 — 4.9

Fair value of plan assets at end of year $ 79.7 $ 148.0 $ 72.4 $ 128.6

Funded status at end of year $ (1.1 ) $ (20.3 ) $ (19.0 ) $ (28.8 )

Amounts recognized in the balance sheets consist of:

Noncurrent assets $ 1.0 $ — $ — $ — Noncurrent liabilities (2.1 ) (20.3 ) (19.0 ) (28.8 )

$ (1.1 ) $ (20.3 ) $ (19.0 ) $ (28.8 )

Components of accumulated other comprehensive income (loss) consist of:

Actuarial loss $ 37.6 $ 44.1 $ 55.1 $ 54.8 Prior service credit (1.5 ) (0.1 ) (1.8 ) — Transition obligation — 0.4 — 0.5 Deferred taxes (12.0 ) (8.6 ) (19.9 ) (0.5 )

Change in statutory tax rate (1.2 ) (3.3 ) — (10.6 )

Foreign currency translation adjustment — — — (2.9 )

$ 22.9 $ 32.5 $ 33.4 $ 41.3


also reflects the actuarial present value of benefits attributable to employee service rendered to date, but does not include the effects of estimated future pay increases.

The Company expects to contribute $3.7 million to its non-U.S. pension plans in 2014 . The Company does no t expect to contribute to its U.S. pension plans in 2014.

Pension benefit payments are made from assets of the pension plans. Future pension benefit payments expected to be paid from assets of the pension plans are:

The expected long-term rate of return on defined benefit plan assets reflects management’s expectations of long-term rates of return on funds invested to provide for benefits included in the projected benefit obligations. The Company has established the expected long-term rate of return assumption for plan assets by considering the historical rates of return over a period of time that is consistent with the long-term nature of the underlying obligations of these plans as well as a forward-looking rate of return. The historical and forward-looking rates of return for each of the asset classes used to determine the Company's estimated rate of return assumption were based upon the rates of return earned or expected to be earned by investments in the equivalent benchmark market indices for each of the asset classes.

Expected returns for most of the Company's pension plans are based on a calculated market-related value of assets. Under this methodology, asset gains and losses resulting from actual returns that differ from the Company’s expected returns are recognized in the market-related value of assets ratably over three years.

The pension plans maintain an investment policy that, among other things, establishes a portfolio asset allocation methodology with percentage allocation bands for individual asset classes. The investment policy provides that investments are reallocated between asset classes as balances exceed or fall below the appropriate allocation bands.

The following is the actual allocation percentage and target allocation percentage for the Company's U.S. pension plan assets at December 31:

The following is the actual allocation percentage and target allocation percentage for the Company's U.K. pension plan assets at December 31 :

F-31

U.S. Plans Non-U.S. Plans

2014 $ 6.5 $ 5.7 2015 6.5 6.7 2016 6.4 6.4 2017 6.2 7.2 2018 6.3 7.2 2019 - 2023 28.9 41.8

$ 60.8 $ 75.0

2013 Actual

Allocation

2012 Actual

Allocation Target Allocation

Range

U.S. equity securities 53.3% 51.7% 41.0% - 62.0%

Non-U.S. equity securities 13.1% 13.2% 10.0% - 16.0%

Fixed income securities 32.9% 34.5% 30.0% - 40.0%

Money market 0.7% 0.6% 0.0% - 10.0%

2013 Actual

Allocation

2012 Actual

Allocation Target Allocation

Range

U.K. equity securities 21.4% 35.0% 19.5% - 22.5%

Non-U.K. equity securities 49.8% 35.4% 35.5% - 62.5%

Fixed income securities 28.8% 29.6% 25.5% - 34.5%


The Company maintains a pension plan for certain employees in The Netherlands which has purchased annuity contracts to meet its obligations.

The defined benefit pension plans do not have any direct ownership of Hyster-Yale common stock.

The fair value of each major category of U.S. plan assets for the Company’s pension plans are valued using quoted market prices in active markets for identical assets, or Level 1 in the fair value hierarchy. The fair value of each major category of Non-U.S. plan assets for the Company’s pension plans are valued using observable inputs, either directly or indirectly, other than quoted market prices in active markets for identical assets, or Level 2 in the fair value hierarchy. Following are the values as of December 31 :

Defined Contribution Plans: The Company has defined contribution (401(k)) plans for substantially all U.S. employees and similar plans for employees outside of the United States. The Company generally matches employee contributions based on plan provisions. In addition, the Company has defined contribution retirement plans whereby the contribution to participants is determined annually based on a formula that includes the effect of actual compared with targeted operating results and the age and compensation of the participants. Total costs, including Company contributions, for these plans were $24.4 million , $22.4 million and $19.5 million in 2013 , 2012 and 2011 , respectively. NOTE 16—Business Segments

The Company’s reportable segments include the following three management units: the Americas, Europe and Asia-Pacific. Americas includes its operations in the United States, Canada, Mexico, Brazil, Latin America and its corporate headquarters. Europe includes its operations in Europe, the Middle East and Africa. Asia-Pacific includes its operations in the Asia-Pacific region including China as well as the equity earnings of SN operations. Certain amounts are allocated to these geographic management units and are included in the segment results presented below, including product development costs, corporate headquarter's expenses and certain information technology infrastructure costs. These allocations among geographic management units are determined by senior management and not directly incurred by the geographic operations. In addition, other costs are incurred directly by these geographic management units based upon the location of the manufacturing plant or sales units, including manufacturing variances, product liability, warranty and sales discounts, which may not be associated with the geographic management unit of the ultimate end user sales location where revenues and margins are reported. Therefore, the reported results of each segment cannot be considered stand-alone entities as all segments are inter-related and integrate into a single global business. See Note 1 for a discussion of the Company’s product lines.

F-32

Level 1 Level 2

2013 2012 2013 2012

U.S. equity securities $ 42.5 $ 37.4 $ 22.6 $ 14.0 U.K. equity securities — — 29.0 40.8 Non-U.S., non-U.K. equity securities 10.4 9.6 44.9 27.3 Fixed income securities 26.3 25.0 51.5 46.5 Money market 0.5 0.4 — —

Total $ 79.7 $ 72.4 $ 148.0 $ 128.6


Financial information for each of the reportable segments is presented in the following table. The accounting policies of the reportable segments are described in Note 2.

F-33

2013 2012 2011

Revenues from external customers

Americas $ 1,762.3 $ 1,563.7 $ 1,573.4 Europe 695.4 677.9 751.7 Asia-Pacific 208.6 227.5 215.7

$ 2,666.3 $ 2,469.1 $ 2,540.8

Gross profit

Americas $ 318.1 $ 254.9 $ 247.6 Europe 115.4 118.6 110.2 Asia-Pacific 27.5 29.7 25.7

$ 461.0 $ 403.2 $ 383.5

Selling, general and administrative expenses

Americas $ 210.3 $ 179.3 $ 161.6 Europe 91.6 87.0 88.3 Asia-Pacific 24.8 25.2 23.6

$ 326.7 $ 291.5 $ 273.5

Operating profit Americas $ 107.8 $ 75.6 $ 86.0 Europe 23.8 31.6 21.9 Asia-Pacific 2.7 4.5 2.1

$ 134.3 $ 111.7 $ 110.0

Interest expense Americas $ 8.1 $ 11.5 $ 15.0 Europe 0.3 0.6 0.5 Asia-Pacific 0.6 0.3 0.3

$ 9.0 $ 12.4 $ 15.8

Interest income Americas $ (1.6 ) $ (1.1 ) $ (1.0 )

Europe — — (0.2 )

Asia-Pacific (0.2 ) (0.4 ) (0.6 )

$ (1.8 ) $ (1.5 ) $ (1.8 )

Other (income) expense

Americas $ (0.2 ) $ (4.6 ) $ (4.3 )

Europe 1.5 1.3 1.1 Asia-Pacific (1.6 ) (1.0 ) (2.3 )

$ (0.3 ) $ (4.3 ) $ (5.5 )


At December 31, 2013 , 2012 , and 2011 , Americas' total assets included $53.1 million , $69.4 million and $87.0 million , respectively, of cash. For the same periods, Europe had $103.6 million , $63.4 million and $88.2 million , respectively, of cash. For the same periods, Asia-Pacific had $19.0 million , $18.5 million and $9.7 million , respectively, of cash.

Data By Geographic Region

No single country outside of the United States comprised 10% or more of revenues from unaffiliated customers. The “Other” category below includes Canada, Mexico, South America and Asia-Pacific. In addition, no single customer comprised 10% or more of revenues from unaffiliated customers.

F-34

2013 2012 2011

Income tax provision (benefit) Americas $ 28.9 $ 7.0 $ 19.0 Europe (11.8 ) — — Asia-Pacific 0.1 — (0.1 )

$ 17.2 $ 7.0 $ 18.9

Net income attributable to stockholders Americas $ 72.6 $ 62.8 $ 57.3 Europe 33.8 29.7 20.5 Asia-Pacific 3.6 5.5 4.8

$ 110.0 $ 98.0 $ 82.6

Total assets Americas $ 654.3 $ 660.4 $ 783.2 Europe 520.0 424.3 439.7 Asia-Pacific 179.5 198.1 186.7 Eliminations (192.5 ) (218.4 ) (292.6 )

$ 1,161.3 $ 1,064.4 $ 1,117.0

Depreciation and amortization Americas $ 17.4 $ 17.9 $ 21.6 Europe 6.2 5.9 6.1 Asia-Pacific 6.6 4.2 3.6

$ 30.2 $ 28.0 $ 31.3

Capital expenditures Americas $ 24.8 $ 12.4 $ 10.4 Europe 9.8 4.3 3.9 Asia-Pacific 1.9 3.1 2.2

$ 36.5 $ 19.8 $ 16.5


NOTE 17—Quarterly Results of Operations (Unaudited) A summary of the unaudited results of operations for the year ended December 31 is as follows:

As a result of the distribution of one share of Class A Common and one share of Class B Common for each share of NACCO Class A or NACCO Class B on September 28, 2012, the earnings per share amounts for the Company, prior to the spin-off, have been calculated based upon doubling the relative historical basic and diluted weighted average shares outstanding of NACCO.

F-35

United States

Europe, Africa and

Middle East Other Consolidated

2013

Revenues from unaffiliated customers, based on the customers’ location $ 1,338.7 $ 695.5 $ 632.1 $ 2,666.3

Long-lived assets $ 99.5 $ 40.0 $ 61.4 $ 200.9

2012



2011



2013

First

Quarter Second Quarter

Third Quarter

Fourth Quarter

Revenues $ 644.9 $ 659.6 $ 643.9 $ 717.9 Gross profit $ 109.2 $ 114.3 $ 111.6 $ 125.9 Operating profit $ 32.1 $ 35.9 $ 31.3 $ 35.0 Net income $ 24.6 $ 36.2 $ 23.6 $ 25.8 Net income attributable to stockholders $ 24.6 $ 36.2 $ 23.5 $ 25.7

Basic earnings per share $ 1.47 $ 2.16 $ 1.41 $ 1.54

Diluted earnings per share $ 1.47 $ 2.16 $ 1.40 $ 1.53

2012

First

Quarter Second Quarter

Third Quarter

Fourth Quarter

Revenues $ 629.5 $ 602.0 $ 585.6 $ 652.0 Gross profit $ 99.0 $ 96.9 $ 100.0 $ 107.3 Operating profit $ 29.8 $ 24.6 $ 28.3 $ 29.0 Net income $ 21.2 $ 19.5 $ 24.9 $ 32.5 Net income attributable to stockholders $ 21.2 $ 19.5 $ 24.9 $ 32.4

Basic earnings per share $ 1.27 $ 1.16 $ 1.48 $ 1.93

Diluted earnings per share $ 1.26 $ 1.16 $ 1.48 $ 1.93

Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARI ES (Tabular Amounts in Millions, Except Per Share and Percentage Data) NOTE 18—Equity Investments and Related Party Transactions

The Company maintains an interest in one variable interest entity, NFS. NFS is a joint venture with GECC formed primarily for the purpose of providing financial services to independent Hyster ® and Yale ® lift truck dealers and National Account customers in the United States and is included in the Americas segment. The Company does not have a controlling financial interest or have the power to direct the activities that most significantly affect the economic performance of NFS. Therefore, the Company has concluded that the Company is not the primary beneficiary and will continue to use the equity method to account for its 20% interest in NFS. The Company does not consider its variable interest in NFS to be significant.

Generally, the Company sells lift trucks through its independent dealer network or directly to customers. These dealers and customers may enter into a financing transaction with NFS or other unrelated third parties. NFS provides debt financing to dealers and lease financing to both dealers and customers. NFS’ total purchases of Hyster ® and Yale ® lift trucks from dealers, and directly from the Company such that NFS could provide retail lease financing to customers for the years ended December 31, 2013 , 2012 and 2011 were $417.0 million , $395.3 million and $337.3 million , respectively. Of these amounts, $81.5 million , $72.5 million and $38.7 million for the years ended December 31, 2013 , 2012 and 2011 , respectively, was invoiced directly from the Company to NFS so that the customer could obtain operating lease financing from NFS. Amounts receivable from NFS at December 31, 2013 and 2012 were $4.6 million and $7.0 million , respectively.

Under the terms of the joint venture agreement with GECC, the Company provides recourse for wholesale financing provided to its dealers by NFS. Additionally, the credit quality of a customer or concentration issues within GECC may necessitate providing recourse or repurchase obligations of the lift trucks purchased by customers and financed through NFS. At December 31, 2013 , approximately $125.5 million of total recourse or repurchase obligations related to transactions with NFS. The Company has reserved for losses under the terms of the recourse or repurchase obligations in its consolidated financial statements. Historically, the Company has not had significant losses with respect to these obligations. During 2013 , 2012 and 2011 , the net losses resulting from customer defaults did not have a material impact on the results of operations or financial position.

In connection with the joint venture agreement, the Company also provides a guarantee to GECC for 20% of NFS’ debt with GECC, such that the Company would become liable under the terms of NFS’ debt agreements with GECC in the case of default by NFS. At December 31, 2013 , loans from GECC to NFS totaled $756.5 million . Although the Company’s contractual guarantee was $151.3 million , the loans by GECC to NFS are secured by NFS’ customer receivables, of which the Company guarantees $125.5 million . Excluding the $125.5 million of NFS receivables guaranteed by the Company from NFS’ loans to GECC, the Company’s incremental obligation as a result of this guarantee to GECC is $126.2 million . NFS has not defaulted under the terms of this debt financing in the past and although there can be no assurances, the Company is not aware of any circumstances that would cause NFS to default in future periods.

In addition to providing financing to dealers, NFS provides operating lease financing to the Company. Operating lease obligations primarily relate to specific sale-leaseback-sublease transactions for certain customers whereby the Company sells lift trucks to NFS, leases these lift trucks back under an operating lease agreement and then subleases those lift trucks to customers under an operating lease agreement. Total obligations to NFS under the operating lease agreements were $6.5 million and $5.0 million at December 31, 2013 and 2012 , respectively. In addition, the Company provides certain subsidies to its dealers that are paid directly to NFS. Total subsidies were $1.7 million , $1.5 million and $1.4 million for 2013 , 2012 and 2011 , respectively. The Company provides certain services to NFS for which it receives compensation under the terms of the joint venture agreement. The services consist primarily of administrative functions and remarketing services. Total income recorded related to these services was $15.6 million in 2013 , $14.1 million in 2012 and $7.3 million in 2011 .

The Company has a 50% ownership interest in SN, a limited liability company that was formed primarily to manufacture and distribute Sumitomo-branded lift trucks in Japan and export Hyster ® - and Yale ® - branded lift trucks and related components and service parts outside of Japan. The Company’s ownership in SN is accounted for using the equity method of accounting and is included in the Asia-Pacific segment. The Company purchases products from SN under normal trade terms based on current market prices. In 2013 , 2012 and 2011 , purchases from SN were $78.7 million , $86.0 million and $105.5 million , respectively. Amounts payable to SN at December 31, 2013 and 2012 were $20.8 million and $20.6 million , respectively.

The Company recognized income of $1.3 million , $1.3 million and $1.6 million for payments from SN for use of technology developed by the Company that is included in “Revenues” in the Consolidated Statements of Operations for the years ended December 31, 2013 , 2012 and 2011 , respectively.

F-36


Summarized financial information for both equity investments is as follows:

At December 31, 2013 and 2012 , the investment in NFS was $9.4 million and $13.9 million , respectively, and the investment in SN was $27.3 million and $31.4 million , respectively. The investments are included in “Other Non-current Assets” in the Consolidated Balance Sheets. The Company received dividends of $6.8 million and $4.5 million from NFS in 2013 and 2012 , respectively. No dividends were received from SN in 2013 and 2012 .

Prior to the spin-off, NACCO charged management fees to the Company for services provided by NACCO. The management fees were based upon estimated parent company resources devoted to providing centralized services and stewardship activities and were allocated among all NACCO subsidiaries based upon the relative size and complexity of each subsidiary. NACCO management fees of $9.6 million and $9.7 million are included in selling, general and administrative expenses in 2012 and 2011 , respectively. Note 19 - Other Events and Transactions During 2013, NACCO Materials Handling Group Brasil Ltda. (“NMHG Brasil”), an indirect, wholly-owned subsidiary of the Company, entered into an agreement with Synergy Empreendimentos E Participacoes Ltda. ("Synergy") to sell real estate and an operating facility for an aggregate purchase price of 42.5 million Brazilian reais ("R$") (approximately U.S. $19.0 million , including payments received and expected future payments at a conversion rate of U.S. $1.00 to R $2.35 , as of December 31, 2013 ), subject to certain conditions. The sale of the land and facility is expected to be completed on July 22, 2014, or such earlier date as the parties may agree (the "Sale Date"). The proceeds from the sale of the land and facility are expected to be paid in three installments: 1) R $21,000,000 (US $9.9 million ) (the "Upfront Payment"), which was received by the Company during the second quarter of 2013; 2) R $2,000,000 (approximately U.S. $0.8 million at a conversion rate of U.S. $1.00 to R $2.35 , as of December 31, 2013 ), which will be deposited into an escrow account at the Sale Date, subject to release to NMHG Brasil upon conclusion of certain environmental remediation; and 3) R $19,500,000 (approximately U.S. $8.3 million at a conversion rate of U.S.$1.00 to R $2.35 , as of December 31, 2013 ) on the Sale Date. The anticipated proceeds from the sale are expected to be used for a new facility in Brazil. Under certain circumstances, the agreement can be terminated by either NMHG Brasil or Synergy. In the event of termination by Synergy due to the inability of NMHG Brasil to comply with the terms of the agreement, Synergy will generally be entitled to receive a payment from NMHG Brasil of 2% of the aggregate purchase price under the agreement and the return of the Upfront Payment. In the event of termination by Synergy due to NMHG Brasil's refusal to execute the deed for the property, NMHG Brasil will return the Upfront Payment and in addition will pay to Synergy an amount equal to 25% of the Upfront Payment. In the event of termination due to the failure of Synergy to meet its obligations under the agreement, NMHG Brasil will generally be entitled to retain 25% of the Upfront Payment and must return the remainder of the Upfront Payment to Synergy. As of December 31, 2013 , the net book value of the land and operating facility of NMHG Brasil was approximately $0.8 million . The first installment of $9.9 million is included on the line "Other current liabilities" as a deposit in the consolidated balance sheet as of December 31, 2013 and on the line "Other" in the Investing Activities section of the consolidated statement of cash flows. Any gain on the sale of the real estate and facility by NMHG Brasil is expected to be recorded at the time of the Sale Date.

F-37

2013 2012 2011

Statement of Operations

Revenues $ 379.3 $ 435.3 $ 444.3 Gross profit $ 102.2 $ 133.2 $ 126.9 Income from continuing operations $ 14.4 $ 25.5 $ 23.7 Net income $ 14.4 $ 25.5 $ 23.7 Balance Sheet

Current assets $ 112.5 $ 130.8

Non-current assets $ 1,033.0 $ 868.8

Current liabilities $ 98.5 $ 117.8

Non-current liabilities $ 944.7 $ 749.5

Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARI ES (Tabular Amounts in Millions, Except Per Share and Percentage Data) Also during 2013, NMHG Brasil entered into a construction agreement with Constructora Toda Do Brasil S/A. ("Toda"). Under the terms of the construction agreement, Toda will build a new operating facility in Itu, Brazil for NMHG Brasil for an aggregate price of R$ 39,500,000 (approximately U.S. $16.8 million , including payments made and expected future payments at a conversion rate of U.S. $1.00 to R $2.35 , as of December 31, 2013 ), subject to certain conditions. The construction of the facility is expected to be completed by the end of 2014. The construction price will be paid by NMHG Brasil in the following manner: 1) 12% of the construction price or R$ 4,740,000 (U.S. $2.0 million ), which was paid by the Company during the fourth quarter of 2013; 2) 83% of the construction price or R$ 32,785,000 (approximately U.S. $14.0 million , at a conversion rate of U.S.$1.00 to R $2.35 , as of December 31, 2013 ) as progress payments over the course of construction of the facility; and 3) 5% of the construction price or R$ 1,975,000 (approximately U.S. $0.8 million at a conversion rate of U.S.$1.00 to R $2.35 , as of December 31, 2013 ) upon completion of the facility and permitted occupancy by NMHG Brasil. Any payments made after July 31, 2014 are subject to adjustment pursuant to an inflation factor consistent with increases in the Construction National Cost Index (INCC-M/FGV), as provided by Getúlio Vargas Foundation for the period from August 1, 2013 until July 31, 2014. In certain circumstances, the Agreement can be terminated by either NMHG Brasil or Toda.

F-38

Table of Contents

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS HYSTER-YALE MATERIALS HANDLING, INC. AND SUBSIDIARI ES

YEAR ENDED DECEMBER 31, 2013 , 2012 AND 2011

F-39

Additions

Description

Balance at Beginning of

Period

Charged to Costs and Expenses

Charged to Other Accounts — Describe (B)

Deductions — Describe

Balance at End of

Period (D)

(In millions)

2013

Reserves deducted from asset accounts:

Allowance for doubtful accounts (C) $ 15.9 $ 3.9 $ 0.5 $ 4.9 (A) $ 15.4 2012


Allowance for doubtful accounts (C) $ 12.0 $ 4.9 $ 0.2 $ 1.2 (A) $ 15.9 2011


Allowance for doubtful accounts (C) $ 9.9 $ 4.6 $ (0.2 ) $ 2.3 (A) $ 12.0

(A) Write-offs, net of recoveries.

(B) Foreign currency translation adjustments and other.

(C) Includes allowance of receivables classified as long-term of $5.2 million , $5.0 million and $4.9 million in 2013 , 2012 and 2011 , respectively.

(D) Balances which are not required to be presented and those which are immaterial have been omitted.

Table of Contents EXHIBIT INDEX

(2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession.

(3) Articles of Incorporation and By-laws.

(4) Instruments defining the rights of security holders, including indentures.

(10) Material Contracts.

X-1

2.1

Separation Agreement, dated as of September 28, 2012, by and between NACCO Industries, Inc. and Hyster-Yale Materials Handling, Inc. is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, dated October 4, 2012, Commission File No. 1-35646.

3.1(i)

Second Amended and Restated Certificate of Incorporation of Hyster-Yale Materials Handling, Inc. is incorporated by reference to Exhibit 3.1 to Hyster-Yale Materials Handling, Inc.'s Amendment No. 5 to the Registration Statement on Form S-1, dated September 26, 2012, Commission File No. 333-182388.

3.1(ii)

Amended and Restated By-laws of Hyster-Yale Materials Handling, Inc. are incorporated by reference to Exhibit 3.2 to Hyster-Yale Materials Handling, Inc.'s Amendment No. 5 to the Registration Statement on Form S-1, dated September 26, 2012, Commission File No. 333-182388.

4.1

Specimen of Hyster-Yale Materials Handling, Inc. Class A Common Stock certificate is incorporated by reference to Exhibit 4.1 to Hyster-Yale Materials Handling, Inc.'s Registration Statement on Form S-1, dated June 28, 2012, Commission File No. 333-182388.

4.2

Specimen of Hyster-Yale Materials Handling, Inc. Class B Common Stock certificate is incorporated by reference to Exhibit 4.2 to Hyster-Yale Materials Handling, Inc.'s Registration Statement on Form S-1, dated June 28, 2012, Commission File No. 333-182388.

10.1

Separation Agreement, dated as of September 28, 2012, by and between NACCO Industries, Inc. and Hyster-Yale Materials Handling, Inc. is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, dated October 4, 2012, Commission File Number 1-35646.

10.2

Transition Services Agreement, dated as of September 28, 2012, by and between NACCO Industries, Inc. and Hyster-Yale Materials Handling, Inc. is incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, dated October 4, 2012, Commission File Number 1-35646.

10.3

Amendment No. 1, effective April 1, 2013, to the Transition Services Agreement, dated as of September 28, 2012, by and between NACCO Industries, Inc. and Hyster-Yale Materials Handling, Inc. is incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, Commission File Number 000-54799.

10.4

Amendment No. 2, effective July 1, 2013, to the Transition Services Agreement, dated as of September 28, 2012, by and between NACCO Industries, Inc. and Hyster-Yale Materials Handling, Inc. is incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, Commission File Number 000-54799.

10.5

Tax Allocation Agreement, dated September 28, 2012, by and between NACCO Industries, Inc. and Hyster-Yale Materials Handling, Inc. is incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, dated October 4, 2012, Commission File Number 1-35646.

10.6

Stockholders' Agreement, dated as of September 28, 2012, by and among the Participating Stockholders (as defined therein), Hyster-Yale Materials Handling, Inc. and the Depository (as defined therein) is incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, dated October 4, 2012, Commission File No. 1-35646.

10.7

First Amendment to Stockholders' Agreement, dated as of December 31, 2012, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders' Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K, filed by the Company on February 19, 2013, Commission File Number 000-54799.

10.8

Second Amendment to Stockholders' Agreement, dated as of January 18, 2013, by and among the Depository, Hyster-Yale Materials Handling, Inc., the new Participating Stockholder identified on the signature pages thereto and the Participating Stockholders under the Stockholders' Agreement, dated as of September 28, 2012, as amended, by and among the Depository, Hyster-Yale Materials Handling, Inc. and the Participating Stockholders is incorporated by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K, filed by the Company on February 19, 2013, Commission File Number 000-54799.

10.9*

The NACCO Materials Handling Group, Inc. Executive Excess Retirement Plan (Effective as of the Spin-Off Date) is incorporated by reference to Exhibit 10.71 to Hyster-Yale Materials Handling, Inc.'s Amendment No. 3 to the Registration Statement on Form S-1, dated September 13, 2012, Commission File Number 333-182388.

Table of Contents

X-2

10.10*

Hyster-Yale Materials Handling, Inc. Long-Term Equity Incentive Plan (Effective September 28, 2012) (incorporated by reference to Appendix C to Hyster-Yale Materials Handling, Inc.'s Definitive Proxy Statement, filed with the Securities and Exchange Commission on March 18, 2013, Commission File No. 000-54799).

10.11*

Form Award Agreement for the Hyster-Yale Materials Handling, Inc. Long-Term Equity Incentive Plan (Effective as of the Spin-Off Date) is incorporated by reference to Exhibit 10.66 to Hyster-Yale Materials Handling, Inc.'s Amendment No. 3 to the Registration Statement on Form S-1, dated September 13, 2012, Commission File Number 333-182388.

10.12*

Hyster-Yale Materials Handling, Inc. Supplemental Long-Term Equity Incentive Plan (Effective as of the Spin-Off Date) is incorporated by reference to Exhibit 10.67 to Hyster-Yale Materials Handling, Inc.'s Amendment No. 3 to the Registration Statement on Form S-1, dated September 13, 2012, Commission File Number 333-182388.

10.13*

Form Award Agreement for the Hyster-Yale Materials Handling, Inc. Supplemental Long-Term Equity Incentive Plan (Effective as of the Spin-Off Date) is incorporated by reference to Exhibit 10.68 to Hyster-Yale Materials Handling, Inc.'s Amendment No. 3 to the Registration Statement on Form S-1, dated September 13, 2012, Commission File Number 333-182388.

10.14*

Hyster-Yale Materials Handling, Inc. Non-Employee Directors' Equity Compensation Plan is incorporated by reference to Exhibit 10.69 to Hyster-Yale Materials Handling, Inc.'s Amendment No. 3 to the Registration Statement on Form S-1, dated September 13, 2012, Commission File Number 333-182388.

10.15*

Hyster-Yale Materials Handling, Inc. and Subsidiaries Director Fee Policy (Amended Effective as of January 1, 2013) is incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K, filed by the Company on February 19, 2013, Commission File Number 000-54799.

10.16*

NACCO Industries, Inc. Executive Long-Term Incentive Compensation Plan (Amended and Restated as of March 1, 2012) is incorporated by reference to NACCO's Definitive Proxy Statement, filed by NACCO on March 16, 2012, Commission File Number 1-9172.

10.17*

Form Award Agreement for the NACCO Industries, Inc. Executive Long-Term Incentive Compensation Plan (Amended and Restated as of March 1, 2012) is incorporated by reference to Exhibit 10.2 to NACCO's Current Report on Form 8-K, dated May 9, 2012, Commission File Number 1-9172.

10.18*

The NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (As Amended and Restated April 24, 2009) is incorporated by reference to Exhibit 10.1 to NACCO’s Quarterly Report on Form 10-Q, dated May 5, 2009, Commission File Number 1-9172.

10.19*

Amendment No. 1 to the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (As Amended and Restated Effective April 24, 2009) is incorporated by reference to Exhibit 10.86 to NACCO's Annual Report on Form 10-K for the fiscal year ended December 31, 2009, Commission File Number 1-9172.

10.20*

Amendment No. 2 to the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (As Amended and Restated Effective as of April 24, 2009) is incorporated by reference to Exhibit 10.5 to NACCO's Quarterly Report on Form 10-Q, filed by NACCO on May 5, 2010, Commission File Number 1-9172.

10.21*

Amendment No. 3 to the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (As Amended and Restated Effective as of April 24, 2009) is incorporated by reference to Exhibit 10.18 to Hyster-Yale Materials Handling, Inc.'s Amendment No. 3 to the Registration Statement on Form S-1, dated September 13, 2012, Commission File No. 333-182388.

10.22*

The NACCO Materials Handling Group, Inc. Long-Term Incentive Compensation Plan (Amended and Restated Effective as of January 1, 2014), is incorporated by reference to Exhibit 10.1 to Hyster-Yale Materials Handling, Inc.'s Current Report dated January 28, 2014, Commission File Number 000-54799.

10.23*

NACCO Materials Handling Group, Inc. Long-Term Incentive Compensation Plan (Amended and Restated Effective March 1, 2013) (incorporated by reference to Appendix B to Hyster-Yale Materials Handling, Inc.'s Definitive Proxy Statement, filed with the Securities and Exchange Commission on March 18, 2013, Commission File No. 000-54799).

10.24*

The NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (Amended and Restated Effective as of January 1, 2014), is incorporated by reference to Exhibit 10.2 to Hyster-Yale Materials Handling, Inc.'s Current Report dated January 28, 2014, Commission File Number 000-54799.

10.25*

The NACCO Materials Handling Group, Inc. 2010 Annual Incentive Compensation Plan is incorporated by reference to Exhibit 10.1 to NACCO's Current Report on Form 8-K, dated March 30, 2010, Commission File Number 1-9172.

10.26*

The NACCO Materials Handling Group, Inc. 2011 Annual Incentive Compensation Plan is incorporated by reference to Exhibit 10.2 to NACCO's Current Report on Form 8-K, dated March 9, 2011, Commission File Number 1-9172.

10.27*

NACCO Materials Handling, Group Inc. Annual Incentive Compensation Plan (Amended and Restated Effective March 1, 2013) (incorporated by reference to Appendix A to Hyster-Yale Materials Handling, Inc.'s Definitive Proxy Statement, filed with the Securities and Exchange Commission on March 18, 2013, Commission File No. 000-54799).

Table of Contents

X-3

10.28*

The NACCO Materials Handling Group, Inc. Excess Retirement Plan (Effective January 1, 2012) is incorporated by reference to Exhibit 10.1 to NACCO’s Current Report on Form 8-K, dated November 16, 2011, Commission File Number 1-9172.

10.29*

Amendment No. 1 to the NACCO Material Handling Group, Inc. Excess Retirement Plan (Effective January 1, 2012) is incorporated by reference to Exhibit 10.30 to Hyster-Yale Materials Handling, Inc.'s Amendment No. 3 to the Registration Statement on Form S-1, dated September 13, 2012, Commission File No. 333-182388.

10.30*

NACCO Materials Handling Group, Inc. Excess Pension Plan for UK Transferees (As Amended and Restated Effective November 11, 2008) is incorporated by reference to Exhibit 10.81 to NACCO’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, Commission File Number 1-9172.

10.31*

Amendment No. 1 to the NACCO Material Handling Group, Inc. Excess Plan for UK Transferees (As Amended and Restated as of November 11, 2008) is incorporated by reference to Exhibit 10.32 to Hyster-Yale Materials Handling, Inc.'s Amendment No. 3 to the Registration Statement on Form S-1, dated September 13, 2012, Commission File No. 333-182388.

10.32*

Agreement for Services between NMHG Oregon, LLC and Reginald R. Eklund, Effective July 1, 2006 is incorporated by reference to Exhibit 10.1 to NACCO’s Current Report on Form 8-K, dated September 6, 2006, Commission File Number 1-9172.

10.33*

Offer Letter, dated January 13, 2006, between Ralf A. Mock and NACCO Materials Handling Group is incorporated herein by reference to Exhibit 10.29 to Hyster-Yale Materials Handling, Inc.'s Registration Statement on Form S-1, dated June 28, 2012, Commission File No. 333-182388.

10.34*

Amendment, dated as of January 1, 1994, to the Third Amendment and Restated Operating Agreement dated as of November 7, 1991, between NACCO Materials Handling Group and AT&T Commercial Finance Corporation is incorporated by reference to Exhibit 10(c) to the Hyster-Yale Quarterly Report on Form 10-Q for the quarter ended September 30, 1994, Commission File Number 33-28812.

10.35

Equity joint venture contract, dated November 27, 1997, between Shanghai Perfect Jinqiao United Development Company Ltd., People’s Republic of China, NACCO Materials Handling Group, Inc., USA, and Sumitomo-Yale Company Ltd., Japan is incorporated by reference to Exhibit 10.3 to NMHG Holding Co.’s Registration Statement on Form S-4, dated May 28, 2002, Commission File Number 333-89248.

10.36

First Amended and Restated Recourse and Indemnity Agreement, dated November 21, 2013, by and among General Electric Capital Corporation, NMHG Financial Services, Inc, and NACCO Materials Handling Group, Inc. is attached hereto.

10.37

Second Amended and Restated Joint Venture and Shareholders Agreement between General Electric Capital Corporation and NACCO Materials Handling Group, Inc., dated November 21, 2013 is attached hereto.

10.38

International Operating Agreement, dated April 15, 1998, between NACCO Materials Handling Group, Inc. and General Electric Capital Corp. (the “International Operating Agreement”) is incorporated by reference to Exhibit 10.7 to NMHG Holding Co.’s Registration Statement on Form S-4, dated May 28, 2002, Commission File Number 333-89248.

10.39

Guaranty, dated October 21, 1998, by NACCO Materials Handling Group, Inc. to General Electric Capital Corporation is incorporated by reference to Exhibit 10.59 to Hyster-Yale Materials Handling, Inc.'s Amendment No. 1 to the Registration Statement on Form S-1, dated August 10, 2012, Commission File Number 333-182388.

10.40

Guaranty Agreement, dated November 21, 2013, by Hyster-Yale Materials Handling, Inc. to General Electric Capital Corporation is attached hereto.

10.41

Guaranty Agreement, dated November 21, 2013, by NACCO Materials Handling Group, Inc. to General Electric Capital Corporation is attached hereto.

10.42

Amendment No. 1 to the International Operating Agreement, dated as of October 21, 1998 is incorporated by reference to Exhibit 10.8 to NMHG Holding Co.’s Registration Statement on Form S-4, dated May 28, 2002, Commission File Number 333-89248.

10.43

Amendment No. 2 to the International Operating Agreement, dated as of December 1, 1999, is incorporated by reference to Exhibit 10.9 to NMHG Holding Co.’s Registration Statement on Form S-4, dated May 28, 2002, Commission File Number 333-89248.

10.44

Amendment No. 3 to the International Operating Agreement, dated as of May 1, 2000, is incorporated by reference to Exhibit 10.10 to NMHG Holding Co.’s Registration Statement on Form S-4, dated May 28, 2002, Commission File Number 333-89248.

10.45

Letter agreement, dated November 22, 2000, between General Electric Capital Corporation and NACCO Materials Handling Group, Inc. amending the International Operating Agreement is incorporated by reference to Exhibit 10.11 to NMHG Holding Co.’s Registration Statement on Form S-4, dated May 28, 2002, Commission File Number 333-89248.

10.46

A$ Facility Agreement, dated November 22, 2000, between GE Capital Australia and National Fleet Network Pty Limited is incorporated by reference to Exhibit 10.12 to NMHG Holding Co.’s Registration Statement on Form S-4, dated May 28, 2002, Commission File Number 333-89248.

Table of Contents

X-4

10.47

Letter Agreement, dated March 12, 2004, between General Electric Capital Corporation and NACCO Materials Handling Group, Inc. amending the International Operating Agreement is incorporated by reference to Exhibit 10.36 to NMHG Holding Co.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, Commission File Number 333-89248.

10.48

Letter Agreement, dated December 15, 2004, between General Electric Capital Corporation and NACCO Materials Handling Group, Inc. amending the International Operating Agreement is incorporated by reference to Exhibit 10.1 to NMHG Holding Co.’s Current Report on Form 8-K, dated February 18, 2005, Commission File Number 333-89248.

10.49

Letter Agreement, dated February 14, 2005, between General Electric Capital Corporation and NACCO Materials Handling Group, Inc. amending the International Operating Agreement is incorporated by reference to Exhibit 10.2 to NMHG Holding Co.’s Current Report on Form 8-K, dated February 18, 2005, Commission File Number 333-89248.

10.50

Letter Agreement, dated March 28, 2005, between NACCO Materials Handling Group, Inc. and General Electric Capital Corporation is incorporated by reference to Exhibit 10.1 to NACCO’s Current Report on Form 8-K, dated April 1, 2005, Commission File Number 1-9172.

10.51

Letter Agreement, dated May 31, 2005, between NACCO Materials Handling Group, Inc. and General Electric Capital Corporation is incorporated by reference to Exhibit 10.1 to NACCO’s Current Report on Form 8-K, dated June 6, 2005, Commission File Number 1-9172.

10.52

Amendment No. 5, dated September 29, 2005, to the International Operating Agreement between NACCO Materials Handling Group, Inc. and General Electric Capital Corporation is incorporated by reference to Exhibit 10.1 to NMHG Holding Co.’s Current Report on Form 8-K, dated October 4, 2005, Commission File Number 333-89248.

10.53

Amendment No. 7, effective as of July 1, 2008, to the International Operating Agreement, dated as of April 15, 1998, by and between NACCO Materials Handling Group, Inc. and General Electric Capital Corporation, is incorporated by reference to Exhibit 10.2 to NACCO’s Current Report on Form 8-K, dated August 1, 2008, Commission File Number 1-9172.

10.54

Amendment No. 2, effective as of July 1, 2008, to the Recourse and Indemnity Agreement, dated as of October 21, 1998, by and among NACCO Materials Handling Group, Inc., NMHG Financial Services, Inc. and General Electric Capital Corporation, is incorporated by reference to Exhibit 10.3 to NACCO’s Current Report on Form 8-K, dated August 1, 2008, Commission File Number 1-9172.

10.55

Letter Agreement executed October 15, 2008 by and between NACCO Materials Handling Group, Inc. and General Electric Capital Corporation is incorporated by reference to Exhibit 10.1 to NACCO’s Current Report on Form 8-K, dated October 20, 2008, Commission File Number 1-9172.

10.56

Second Amended and Restated Credit Agreement, dated as of June 30, 2010, by and among NMHG Holding Co., NACCO Materials Handling Group, Inc., NACCO Materials Handling Limited, NACCO Materials Handling B.V., NMH International B.V., N.M.H. Holding B.V., the financial institutions from time to time party hereto as Lenders, the financial institutions from time to time party hereto as Issuing Banks, Bank of America, N.A., as Syndication Agent, Citicorp North America, Inc., as Administrative Agent, Citigroup Global Markets Inc. and Banc of America Securities LLC as Joint Lead Arrangers and as Joint Bookrunners, U.S. Bank National Association, as Senior Managing Agent and Wells Fargo Capital Finance, Inc., as Documentation Agent, is incorporated by reference to Exhibit No. 10.1 to NACCO's Current Report on Form 8-K, dated July 7, 2010, Commission File Number 1-9172.

10.57

Amendment No. 1 dated March 8, 2012 to the Second Amended and Restated Credit Agreement, dated as of June 30, 2010, by and among NMHG Holding Co., NACCO Materials Handling Group, Inc., NACCO Materials Handling Limited, NACCO Materials Handling B.V., NMH International B.V., N.M.H. Holding B.V., the financial institutions from time to time party hereto as Lenders, the financial institutions from time to time as Issuing Banks, Wells Fargo Capital Finance, Inc., as Documentation Agent, Bank of America, N.A., as Syndication Agent, Citicorp North America, Inc., as Administrative Agent, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Joint Lead Arrangers and as Joint Bookrunners is incorporated by reference to Exhibit 10.1 to NACCO's Current Report on Form 8-K, dated March 14, 2012, Commission File Number 1-9172.

10.58

Amendment No. 2 dated June 1, 2012 to the Second Amended and Restated Credit Agreement, dated as of June 30, 2010, by and among NMHG Holding Co., NACCO Materials Handling Group, Inc., NACCO Materials Handling Limited, NACCO Materials Handling B.V., NMH International B.V., N.M.H. Holding B.V., the financial institutions from time to time party hereto as Lenders, the financial institutions from time to time as Issuing Banks, Wells Fargo Capital Finance, Inc., as Documentation Agent, Bank of America, N.A., as Syndication Agent, Citicorp North America, Inc., as Administrative Agent, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Joint Lead Arrangers and as Joint Bookrunners is incorporated by reference to Exhibit 10.1 to NACCO's Current Report on Form 8-K, dated June 7, 2012, Commission File Number 1-9172.

Table of Contents

(21) Subsidiaries. A list of the subsidiaries of the Company is attached hereto.

(23) Consents of experts and counsel.

X-5

10.59

Amendment No. 3 dated August 31, 2012 to the Second Amended and Restated Credit Agreement, dated as of June 30, 2010, by and among NMHG Holding Co., NACCO Materials Handling Group, Inc., NACCO Materials Handling Limited, NACCO Materials Handling B.V., NMH International B.V., N.M.H. Holding B.V., the financial institutions from time to time party hereto as Lenders, the financial institutions from time to time as Issuing Banks, Wells Fargo Capital Finance, Inc., as Documentation Agent, Bank of America, N.A., as Syndication Agent, Citicorp North America, Inc., as Administrative Agent, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Joint Lead Arrangers and as Joint Bookrunners is incorporated by reference to Exhibit 10.62 to the Company's Annual Report on Form 10-K, filed by the Company on February 19, 2013, Commission File Number 000-54799.

10.60

Amendment No. 4 dated December 3, 2012 to the Second Amended and Restated Credit Agreement, dated as of June 30, 2010, by and among NMHG Holding Co., NACCO Materials Handling Group, Inc., NACCO Materials Handling Limited, NACCO Materials Handling B.V., NMH International B.V., N.M.H. Holding B.V., the Requisite Lenders party thereto and Citicorp North America, Inc., as Administrative Agent for the Lenders and Issuing Banks is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, dated December 7, 2012, Commission File Number 1-35646.

10.61

Credit Amendment, dated June 22, 2012 among NACCO Materials Handling Group, Inc., as Borrower, Certain Subsidiaries and Affiliates of Borrower identified therein, as the Guarantors, Bank of America, N.A., as Administrative Agent, Citibank, N.A. as Syndication Agent and the other lenders party thereto; Bank of America Merrill Lynch and Citigroup Global Markets, Inc. as Joint Lead Arrangers and Joint Book Managers, is incorporated by reference to Exhibit 10.1 to NACCO's Current Report on Form 8-K, dated June 26, 2012, Commission File Number 1-9172.

10.62

First Amendment to Credit Agreement, dated December 3, 2012, among NACCO Materials Handling Group, Inc., as Borrower, Certain Subsidiaries and Affiliates of Borrower identified therein, as the Guarantors, Bank of America, N.A., as Administrative Agent, and the other lenders party thereto is incorporated by reference to Exhibit 10.2 to the Company Current Report on Form 8-K, dated December 7, 2012, Commission File Number 1-35646.

10.63

Operating Agreement, dated July 31, 1979, among Eaton Corporation and Sumitomo Heavy Industries, Ltd. is incorporated by reference to Exhibit 10.2 to NMHG Holding Co.’s Registration Statement on Form S-4, dated May 28, 2002, Commission File Number 333-89248.

10.64

Loan, Security and Guaranty Agreement dated as of December 18, 2013 among Hyster-Yale Materials Handling, Inc. and NACCO Materials Handling Group, Inc., as U.S. Borrowers, NACCO Materials Handling B.V., N.M.H. International B.V. and N.M.H. Holding B.V., as Dutch Borrowers, NACCO Materials Handling Limited, as UK Borrower, any other Borrowers party thereto from time to time and certain Persons party thereto from time to time as Guarantors, certain financial institutions, as Lenders, Bank of America, N.A., as Administrative Agent and Security Trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated and CitiGroup Global Markets Inc., as Joint Lead Arrangers and Joint Book Managers and CitiBank, N.A., as Syndication Agent is attached hereto.

10.65

Commitment Agreement for the Purchase and Sale of Real Estate and Other Covenants, dated May 23, 2013, by and between NACCO Materials Handling Group Brasil Ltda. and Synergy Empreendimentos E Participacoes Ltda. is incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, Commission File Number 000-54799.

10.66

Amendment to the Commitment Agreement for the Purchase and Sale of Real Estate and Other Covenants, dated May 23, 2013, by and between NACCO Materials Handling Group Brasil Ltda. and Synergy Empreendimentos E Participacoes Ltda. is incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, Commission File Number 000-54799.

10.67

Letter Agreement, dated August 1, 2013, between Synergy Empreendimentos E Participacoes Ltda. and NACCO Materials Handling Group Brasil Ltda. Amending the Commitment Agreement for the Purchase and Sale of Real Estate and Other Covenants is incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, Commission File Number 000-54799.

10.68

Construction Agreement, dated October 31, 2013, between NACCO Materials Handling Group Brasil Ltda. and Constructora Toda Do Brasil S/A is attached hereto.

23.1 Consents of experts and counsel.

Table of Contents

(24) Powers of Attorney.

(31) Rule 13a-14(a)/15d-14(a) Certifications.

X-6

24.1 A copy of a power of attorney for John C. Butler Jr. is attached hereto.

24.2 A copy of a power of attorney for Carolyn Corvi is attached hereto.

24.3 A copy of a power of attorney for John P. Jumper is attached hereto.

24.4 A copy of a power of attorney for Dennis W. LaBarre is attached hereto.

24.5 A copy of a power of attorney for F. Joseph Loughrey is attached hereto.

24.6 A copy of a power of attorney for Claiborne R. Rankin is attached hereto.

24.7 A copy of a power of attorney for Michael E. Shannon is attached hereto.

24.8 A copy of a power of attorney for John M. Stropki is attached hereto.

24.9 A copy of a power of attorney for Britton T. Taplin is attached hereto.

24.10 A copy of a power of attorney for Eugene Wong is attached hereto.

31(i)(1) Certification of Alfred M. Rankin, Jr. pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act is attached hereto.

31(i)(2) Certification of Kenneth C. Schilling pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act is attached hereto.

(32)

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by Alfred M. Rankin, Jr. and Kenneth C. Schilling

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

*

Management contract or compensation plan or arrangement required to be filed as an exhibit pursuant to Item15(b) of this Annual Report on Form 10-K.

Exhibit 10.36

FIRST AMENDED AND RESTATED

RECOURSE AND INDEMNITY AGREEMENT

THIS FIRST AMENDED AND RESTATED RECOURSE AND INDEMNITY AGREEMENT, dated November 21, 2013

(“ Agreement ”) is by and among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation with offices at 300

East John Carpenter Freeway, Irving, TX 75062 (“ GECC ”), NMHG FINANCIAL SERVICES, INC., a Delaware corporation (“

NFS ”), and NACCO MATERIALS HANDLING GROUP, INC., a Delaware corporation with offices at 5875 Landerbrook Drive,

Mayfield Heights, OH 44124 (“ NMHG ”).

NMHG is in the business of manufacturing forklift trucks and other equipment, including without limitation, Yale, Hyster and Utilev brand name equipment (collectively, the “ NMHG Equipment ”) that is sold and distributed by NMHG and by its dealers (“ Dealers ”).

GECC is in the business of, among other things, providing financing for equipment similar to the NMHG Equipment.

NMHG and GECC have now determined to revise the nature of their relationship to best provide certain types of financing to

the Dealers and to the customers of NMHG and/or the Dealers (“ Customers ”) for (i) all types and brands of NMHG Equipment,

(ii) certain other equipment sold by Dealers (“ Allied Equipment ”) and (iii) equipment sold by non-Dealers to certain Customers

deemed by NMHG to be strategic customers (“ Strategic Equipment ”) and (iv) other forms of financing either expressly

sanctioned in the By-Laws of NFS or as approved by the Board of Directors of NFS.

In conjunction therewith, NMHG and GECC have determined to amend and restate that certain Restated and Amended Joint

Venture and Shareholders Agreement dated April 15, 1998, as such has been amended from time to time, and certain of the ancillary

agreements related to the operation of NFS, including this Agreement.

This First Amended and Restated Recourse and Indemnity Agreement amends and restates that certain Recourse and

Indemnity Agreement dated as of October 21, 1998, as such has been amended from time to time, and sets forth the terms and

conditions on which NMHG guarantees the prompt payment and performance to GECC and NFS of the obligations of Dealers

pursuant to loans and extensions of credit by NFS to such Dealers.

NOW, THEREFORE, in consideration of the above premises and the mutual promises contained herein, as well as other

good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as

follows:

ARTICLE I

CERTAIN DEFINITIONS

First Amended and Restated Recourse and Indemnity Agreement – Page 1

1.01 “ Base Term ” shall mean the period from the date hereof to and including December 31, 2018, unless sooner terminated as provided herein.

1.02 “ Commercial Equipment Financing” shall have the meaning given such term in Section (1)(b)(v) of the Shareholders

Agreement.

1.03 “ Equipment ” means any NMHG Equipment, Allied Equipment or Strategic Equipment (as each of those terms is used in the Shareholders Agreement) financed by NFS for a Customer. 1.04 “ Eligible US Fleet Rental Financing Account ” means and includes all US Fleet Rental Financing Accounts other than any US Fleet Rental Financing Accounts constituting an “Ineligible US Fleet Rental Financing Account” approved by NFS in its sole discretion to qualify as Eligible US Fleet Rental Financing Accounts hereunder.

1.05 “ Eligible US Fleet Rental Financing Account Default ” means and includes any default of an obligor under an Eligible US Fleet Rental Financing Account (whether such obligor is the direct obligor or a surety) where such default is not cured by such obligor within 45 days of such obligor’s receipt of notice of said default.

1.06 “ Fleet Rental Financing Account ” means and includes any loan or other extension of credit to a Dealer for the acquisition by the Dealer of Equipment, including attachments and batteries (and any related trade-ins) only if and to the extent such Equipment (and any related trade-ins) is or becomes part of such Dealer’s rental fleet, but does not include any loan or other extension of credit by NFS to a Customer.

1.07 “ Fleet Rental Financing Equipment ” means any Equipment financed through a Fleet Rental Financing Account. 1.08 “ Ineligible Fleet Rental Financing Account ” means and includes the following: (i) Fleet Rental Financing Accounts financing property located outside of the United States; (ii) any US Fleet Rental Financing Account covered by a separate recourse arrangement; and (iii) any US Fleet Rental Financing Account that is not approved by NFS in its sole discretion to qualify as a Eligible US Fleet Rental Financing Account, which disapproval/ineligibility shall be communicated in writing to NMHG.

1.09 “ Lease Financing ” shall have the meaning defined in Section (1)(b)(vi) of the Shareholders Agreement.

1.10 “ Loss Pool Balance ” means, for each Loss Pool Account, the current balance of the Loss Pool Account, as determined in accordance with Section 2.06 of this Agreement.

1.11 “ Net Book Value ” means the value of an Eligible US Fleet Rental Financing Account, as reflected on NFS’s books and records, calculated on the basis of: (i) all accrued and unpaid sums due under such Eligible US Fleet Rental Financing Account; plus (ii) all future payments due during the remainder of the term of such Eligible US Fleet Rental Financing Account, with each such payment discounted to its present value from the due date thereof to the date of payment of the Net Book Value at the interest rate applicable to such Eligible US Fleet Rental Financing Account.


1.12 “ Net Remarketing Proceeds ” means the proceeds actually received by NMHG upon its remarketing of Equipment, minus any applicable sales taxes and Actual Out-Of-Pocket Costs (as defined in Section 2.06(b)(2) hereof). If NMHG does not remarket the Equipment during the Remarketing Period, Net Remarketing Proceeds will be deemed to be equal to the Net Book Value paid to NFS and the adjustment to the applicable Loss Pool Account will be zero.

1.13 “ Person ” shall mean and include any individual, corporation, partnership, joint venture, association, joint-stock company,

trust, unincorporated organization or government or any political subdivision thereof.

1.14 “ Remarketing Period ” means the period beginning on the date of receipt of the Net Book Value under section 2.01 below and ending one hundred eighty (180) days thereafter.

1.15 “ Retail Customer ” shall mean and include any Customer of a Dealer.

1.16 “ Sale Out of Trust ” means any conversion, disposal, sale or encumbrance (other than a permitted rental or sublease to a Retail Customer) by a Dealer of any Equipment that is the subject of a US Fleet Rental Financing Account in violation of the terms of the applicable US Fleet Rental Financing Account financing documents without the prior written consent of NFS.

1.17 “ Shareholders Agreement ” shall mean that certain Second Amended and Restated Joint Venture and Shareholder’s Agreement dated as of the date of this Agreement, by and between GECC and NMHG.

1.18 “ US Fleet Rental Financing Account ” means and includes any Fleet Rental Financing Account financing property located in the United States.

1.19 “ Wholesale Account ” shall mean and include any loan or other extension of credit, now or hereafter, by NFS to either: (i) any Dealer (whether or not owned by NMHG or any of its respective affiliates or subsidiaries), or (ii) NMHG or any of its respective affiliates or subsidiaries secured by NMHG Equipment (whether or not such NMHG Equipment is purchased directly from the proceeds of any such loan or other extension of credit or is kept as inventory for sale or as part of the respective party’s rental fleet), provided, however , that Wholesale Account shall not include any Commercial Equipment Financing nor any Lease Financing to Dealers or NMHG, where such assets are thereafter subleased to Retail Customers.

1.20 “ Wholesale Account Documents ” shall mean any documents evidencing any Wholesale Account.

All capitalized terms not defined herein shall have the same meanings as contained in the Shareholder’s Agreement.

ARTICLE II

RECOURSE FOR WHOLESALE ACCOUNTS

2.01 Recourse for Wholesale Accounts . The following provisions shall apply with respect to all Wholesale Accounts not covered by the provisions of Section 2.06 hereof:


(a) In the event of a default under any of the Wholesale Accounts entered into by NFS during the Base Term (other than US

Fleet Rental Financing Accounts covered by a separate recourse arrangement outside of this Agreement and Wholesale Accounts covered by the provisions of Section 2.06), NMHG will, within twenty (20) days of demand, repurchase any such Wholesale Account(s) affected by such default and pay NFS the amount then owed by the respective party thereto to NFS under the default pursuant to the terms of the respective Wholesale Account Documents (“ Repurchase Price ”). For purposes of this Section 2.01, default is defined as the occurrence of any event which would, under the terms of the Wholesale Account Documents, constitute a default. It is not contemplated that NFS will automatically exercise its rights to demand repurchase of any Wholesale Account(s) under this Section unless collection of such Account(s) is deemed to be unlikely. Failure on the part of NFS to exercise such right shall not constitute a waiver of such right. Upon receipt by NFS of the full amount of the Repurchase Price for any Wholesale Account(s), and provided that NMHG is not otherwise in Default under this Agreement, NFS will assign all of its right, title and interest in such Account(s) to NMHG (or its designee) without recourse to, or warranty (of any kind whatsoever) from NFS.

(b) Anything in this Agreement to the contrary notwithstanding, NMHG hereby agrees that its obligations under this Section 2.01 shall be primary, absolute, continuing and unconditional, irrespective of, and unaffected by, any of the following actions or circumstances (regardless of any notice to, or consent of, NMHG): (i) the genuineness, validity, regularity and enforceability of any Wholesale Account; (ii) any extension, renewal, amendment, change, waiver or other modification by NFS of any Wholesale Account; (iii) the absence of, or delay in, any action to enforce the terms of any Wholesale Account; (iv) the release of, extension of time for payment or performance by, or any other indulgence granted to the Dealer or any other person with respect to any Wholesale Account by operation of law or otherwise; (v) the existence, value, condition, loss, subordination or release (with or without substitution) of, or failure to have title to or perfect and maintain a security interest in, or the time, place and manner of any sale or other disposition of any NMHG Equipment, collateral or security given in connection with any Wholesale Account, or any other impairment (whether intentional or negligent, by operation of law or otherwise) of NFS’s rights to any such NMHG Equipment, collateral or security; (vi) any Dealer’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting the Dealer or any of its assets; or (vii) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Notwithstanding any provision to the contrary herein, NMHG shall have no obligation to repurchase any Wholesale Account pursuant to this Section 2.01 under any of the following circumstances: (x) solely with respect to Wholesale Accounts which are documented solely by NFS, if a Wholesale Account proves unenforceable due to the fact that the applicable Wholesale Account Documents are incomplete, (y) solely with respect to Wholesale Accounts where NFS is responsible for the perfection of its security interest in the respective NMHG Equipment, if a Wholesale Account proves unenforceable due to a failure of the GECC to obtain and perfect a valid first priority security interest in such Equipment, or (z) if a Wholesale Account falls into default solely because NFS is in default of its obligations under the applicable Wholesale Account Documents.

(c) At least One-Hundred and Eighty (180) days prior to the expiration of the Base Term, NFS, GECC and NMHG shall enter into discussions with respect to the continuing need for recourse on Wholesale Accounts. In the event that NFS, GECC and NMHG have not reached a mutual agreement as to the provision of recourse on Wholesale Accounts for the period following the expiration of the Base Term on or before the expiration of the Base Term, NFS may at the expiration


of the Base Term, in its sole discretion, cease providing Wholesale Accounts to Dealers. Notwithstanding any provision to the contrary herein, with respect to any and all obligations of NMHG as set forth in this Section 2.01 with respect to Wholesale Accounts which may arise during the Base Term (“ Base Term Obligations ”), those Base Term Obligations shall nevertheless continue and remain undischarged until the same are indefeasibly paid and performed in full.

2.02 Certain Waivers . With respect to NMHG’s recourse obligation set forth in Section 2.01, notice of acceptance thereof and of

any default by any Dealer or any other Person is hereby waived. Presentment, protest, demand, and notice of protest, demand and

dishonor of any Wholesale Account, and the exercise of possessory, collection or other remedies on any Wholesale Account, are

hereby waived. Notice of adverse change in any Dealer’s financial condition or of any other fact which might materially increase the

risk of NMHG is also waived. All settlements, compromises, accounts stated and agreed balances made in good faith between NFS

and any Dealer shall be binding upon NMHG.

2.03 No Subrogation . Without NFS’s prior written consent, NMHG shall not exercise any rights which it may acquire against any· Dealer or the NMHG Equipment or any other collateral or security by way of subrogation under this Agreement, nor shall NMHG seek or attempt to exercise or enforce any of NFS’s rights or remedies against any Dealer or the NMHG Equipment or any of the collateral or security in respect of any payments made by NMHG hereunder, unless and until all of the obligations of such Dealer hereby guaranteed have been paid and performed in full. However, nothing in this Section shall be deemed to prohibit NMHG from making demand upon, or suing, any Dealer for any payment made by NMHG on behalf of such Dealer under this Agreement, so long as such demand or suit does not involve (i) any attempt to accelerate or otherwise require such Dealer to pay any amount not paid by NMHG, or (ii) any attempt to repossess, foreclose upon, or otherwise proceed against the NMHG Equipment or any other collateral or security (whether or not NMHG may also have a security interest in or lien upon the same).

2.04 Dealer Credit Lines . In consideration of the recourse set forth in this Article II, NMHG and NFS shall work in a timely

fashion to determine, from time to time, the maximum amount of credit (“ Credit Line ”) that will be extended to each Dealer.

However, it is expressly agreed and understood that it shall be no defense to NMHG’s obligations under this Article II if such Credit

Line is ever exceeded, unless NMHG has specifically rejected, in writing, an extension of credit to a Dealer in excess of the Credit

Line previously determined by both NMHG and NFS.

2.05 Termination . The recourse obligation set forth in Section 2.01 may be terminated by NMHG at any time as to any Dealer upon delivery to NFS of a written notice of such termination, but as to all “pretermination obligations” those obligations shall nevertheless continue and remain undischarged until the same are indefeasibly paid and performed in full. For these purposes, “pretermination obligations” shall mean and include all of the Dealer’s obligations under any Wholesale Account in existence, or any proposed Wholesale Account for which NFS may have made a commitment, on or before delivery of such written notice of termination.

2.06. Rental Fleet Financing Account Loss Pool . The following recourse provisions shall apply to all Eligible US Fleet Rental Financing Accounts. For the avoidance of doubt, the parties hereto hereby confirm: Fleet Rental Financing Accounts other than Eligible US Fleet Rental Financing


Accounts, and Eligible US Fleet Rental Financing Accounts that become Ineligible US Fleet Rental Financing Accounts due to a Sale Out of Trust, shall be covered under the provisions of Section 2.01 hereof.

(a) Operation of Loss Pool Accounts .

(1) NFS and NMHG will establish (for notional purposes only) an initial Loss Pool Account (the “ Initial Loss Pool Account ”) for all Eligible US Fleet Rental Financing Accounts funded prior to January 1, 2008.

(2) Commencing annually on the first day of each subsequent calendar year and thereafter ending on the last day of such calendar year during the Base Term (or on the last day of the Base Term if such term expires on a day which is not the last day of such calendar year), NFS and NMHG will (for notional purposes only) establish a new annual loss pool account (each such account, together with the Initial Loss Pool Account, a “ Loss Pool Account ”) for all Eligible US Fleet Rental Financing Accounts funded during that calendar year.

(3) The starting Loss Pool Balance for the Initial Loss Pool Account shall be equal to seven and one half percent (7.5%) of the Net Book Value of each outstanding Eligible US Fleet Rental Financing Accounts funded prior to January 1, 2008.

(4) The starting Loss Pool Balance in each annual Loss Pool Account on January 1 of the calendar year in which such Loss Pool Account is established (other than the Initial Loss Pool Account) will be equal to $1,500,000.00.

(5) Unless otherwise specifically agreed by the parties, the Loss Pool Balance for an annual Loss Pool Account will remain unchanged until the aggregate Eligible US Fleet Rental Financing Accounts funded by NFS during such calendar year (the “ Annual Aggregate Funded Amount ”) exceeds twenty million dollars ($20,000,000.00). When the Annual Aggregate Funded Amount exceeds twenty million dollars ($20,000,000.00), NFS and NMHG will, simultaneously with the funding of additional Eligible US Fleet Rental Financing Accounts, increase the Loss Pool Account for such calendar year by an amount equal to seven and one half percent (7.5%) of the Net Book Value of such funded Eligible US Fleet Rental Financing Accounts.

(6) In the event that NFS determines that an Eligible US Fleet Rental Financing Account Default has occurred, NFS may at its discretion provide NMHG with written notice of such default, including the applicable Net Book Value for such account (“ Loss Pool Default Notice ”).

(7) Within ten (10) days of its receipt of a Loss Pool Default Notice, NMHG will pay NFS the applicable Net Book Value associated with such Fleet Rental Financing Account causing the Loss Pool Default. Notwithstanding the foregoing, if the applicable Net Book Value exceeds the then existing applicable Loss Pool Balance, NMHG shall be required to pay only that portion of the applicable Net Book Value (the “ Partial Net Book Value ”) that does not exceed the then existing applicable Loss Pool Balance (unless NMHG, in its discretion, chooses to make a payment to NFS in excess of that balance). Further, if the particular Net Book Value is greater than the applicable annual Loss Pool Balance, NFS will


be entitled to obtain the unpaid portion out of any other Loss Pool Balance (or if the Loss Pool Balance for such calendar year is still subject to increase under Section 2.06(a)(5) above, then out of the future Loss Pool Balance of such annual Loss Pool Account) and/or retain any future collections in regard to the defaulted Transaction (up to the applicable Net Book Value).

(8) The Loss Pool Balance for the Initial Loss Pool Account shall be reduced by NFS and NMHG to the extent that the Net Book Value of the total Eligible US Fleet Rental Financing Accounts funded prior to January 1, 2008 becomes less than the Loss Pool Balance in the Initial Loss Pool Account. The Loss Pool Balance for all other Loss Pool Account shall be reduced by NFS and NMHG to the extent that after the calendar year in which the Loss Pool Account is established, the total Net Book Value of the Eligible US Fleet Rental Financing Accounts for such year becomes less than the Loss Pool Balance in such year’s Loss Pool Account.

(9) Provided that NFS has received the applicable Net Book Value from NMHG, NFS will transfer and assign all its right, title and interest in such Eligible US Fleet Rental Financing Account and any Equipment associated with such account to NMHG on an AS-IS, WHERE-IS basis, without representation or warranty, except that neither NFS nor any agent of NFS shall have encumbered the applicable account.

(10) Upon receipt of either the Net Book Value or the Partial Net Book Value, as the case may be, and the remarketing of the applicable Equipment pursuant to the remarketing agreement, the applicable annual Loss Pool Balance will be reduced by the difference between such Partial Net Book Value or Net Book Value, as the case may be, and the applicable Net Remarketing Proceeds. For the avoidance of doubt, no Loss Pool Account will be reduced to less than zero at any time.

(11) In no event shall the payment by NMHG of any indemnity or recourse payment, including any amount payable pursuant to Section 2.01 of this Agreement, result in a reduction of, or otherwise affect, any Loss Pool Balance.

(12) Notwithstanding the foregoing, on no more than (3) occasions (unless NFS shall agree in writing to a greater number) during the term of any Eligible US Fleet Rental Financing Account, NMHG, in its discretion, may choose to cure an Eligible US Fleet Rental Financing Account Default by paying the accrued and unpaid amounts (each a “ Cure Payment ” ) due under such account as of the date of the corresponding Loss Pool Default Notice in lieu of paying NFS the applicable Net Book Value. Should an Eligible US Fleet Rental Financing Account Default occur following NMHG’s making of three (3) Cure Payments, NMHG shall be required to pay the applicable Net Book Value.

(b) Remarketing of Eligible US Fleet Rental Financing Equipment

(1) Upon payment of the Net Book Value, NMHG shall obtain possession and, on a best efforts basis, remarket the Fleet Rental Financing Equipment during the Remarketing Period. In performing its remarketing responsibilities, NMHG will not discriminate between the Fleet Rental Financing Equipment and equipment owned by it or another party to whom NMHG may be bound to provide remarketing assistance.


(2) In attempting to remarket the Fleet Rental Financing Equipment to a third party on a best efforts basis during the

Remarketing Period, NMHG shall be entitled to the actual and reasonable costs of repossession, repair, refurbishment, insurance and remarketing (“ Actual Out-Of-Pocket Costs ”) which do not exceed fifteen percent (15%) of the Net Book Value of the Fleet Rental Financing Equipment being remarketed.

(3) If NMHG is able to remarket the Fleet Rental Financing Equipment to a third party during the Remarketing Period, the proceeds actually received by NMHG will be distributed in the following manner: (i) first, to NMHG, an amount equal to the Actual Out-Of-Pocket Costs; (ii) second, to NFS, an amount equal to the outstanding Net Book Value, to the extent not previously paid by NMHG; (iii) third, to NMHG, an amount equal to that portion of the Net Book Value that was previously paid by NMHG to NFS; and (iv) fourth, to any other amounts owed to NFS for which the Fleet Rental Financing Equipment acted as security for such other amounts owed, if any; and (v) any amount remaining after payment of the amounts described in subparagraphs (i) through (iv) shall be remitted to the applicable Dealer.

ARTICLE III

INDEMNITIES

3.01 Lender Liability . NMHG hereby agrees to indemnify, save and keep harmless NFS, its respective agents, employees, successors and assigns from and against any and all losses, damages, penalties, injuries, claims, actions and suits, including legal expenses and outside attorneys’ fees, of whatsoever kind and nature, in contract or tort (collectively, “ Losses ”) arising out of or in connection with (i) any decision or recommendation by NMHG to limit, terminate or otherwise modify any Dealer’s Credit Line, (ii) any decision or recommendation by NMHG to the effect that NFS should not enter into any Wholesale Account with any Dealer, (iii) any refusal by NFS to enter into any Wholesale Account with any Dealer by reason of NMHG’s termination of the recourse set forth in Article II above with respect to such Dealer’s obligations, or (iv) any termination or other modification of any Dealer’s franchise by NMHG.

3.02 Product Liability and Infringement Claims . NMHG hereby also agrees to indemnify, save and keep harmless, NFS, its

respective agents, employees, successors and assigns from and against any and all Losses arising out of or in connection with the

manufacture, sale, delivery, use, specifications, performance, operation or condition of any NMHG Equipment and infringement

claims relating to NMHG Equipment.

3.03 Defense . NMHG shall, upon written request, defend any actions based on any matter covered by the indemnities contained

in Section 3.01 or 3.02 above (collectively, “ Indemnities ”).

3.04 Survival . The Indemnities shall survive the expiration or termination of this Agreement.

ARTICLE IV

COLLATERAL AUDITS

4.01 Audits . From time to time NFS may cause an audit to be performed as to all of the collateral or security of any Dealer for any obligation to NFS (“ Collateral Audit ”). Such Collateral Audit shall be conducted by a party of NFS’s choosing, which party may be related to NFS or may be


independent of NFS. At NFS’s election, NMHG may perform Collateral Audits (each, an “ NMHG Audit ”).

4.02 Costs . NMHG and the NFS shall pay their own costs in connection with any NMHG Audit.

ARTICLE V

MISCELLANEOUS

5.01 Assignment . NFS may not assign its respective rights hereunder, without the prior written consent of NMHG. NMHG may

not delegate any of its duties or obligations hereunder without the prior written consent of NFS.

5.02 Successors and Permitted Assigns . The respective rights and obligations of the parties set forth in this Agreement shall be

binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

5.03 Notices . All notices permitted or required to be given hereunder shall be in writing and shall be delivered, via certified mail

(return receipt requested), overnight courier, hand delivery or telefax, to the parties at the following addresses (or at such other

address for a party as may be specified by like notice):

(i) If to NFS or GECC:

GENERAL ELECTRIC CAPITAL CORPORATION

300 East John Carpenter Freeway, Suite 510

Irving, TX 75062

Attention: General Counsel – Vendor Finance

(ii) If to NMHG:

NACCO Materials Handling Group, Inc. 5875 Landerbrook Drive, Suite 300 Mayfield Heights, OH 44124 Attn: General Counsel

Such notices shall be deemed delivered upon receipt.

5.04 Headings . Article and Section headings used in this Agreement are for convenience of reference only and shall not be used

in interpreting or construing or affecting the meaning or construction of this Agreement.


5.05 Counterparts . This Agreement may be executed by the parties hereto in any number of counterparts, each of which shall be

deemed to be an original but all of which together shall constitute but one and the same instrument.

5.06 Severability . If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability

shall not affect or impair the validity or enforceability of the remaining provisions of this Agreement.

5.07 Further Acts . The parties agree to take such further action and to execute such further documents or instruments which are

necessary and appropriate to complete or give effect to the transactions contemplated hereby.

5.08 Entire Agreement . This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior

agreements and understandings, both written and oral, with respect to the subject matter hereof. There are no representations or

warranties of, or conditions to the obligation of, any party hereto except as expressly set forth in this Agreement. This Agreement

may not be altered or varied nor its provisions waived except in a writing duly executed by GECC, NFS and NMHG.

5.09 Governing Law and Jurisdiction . This Agreement shall be construed and enforced in accordance with the laws of the State of New York. Any and all disputes, controversies or claims arising out of, or relating to, this Agreement or any of the Other Agreements shall be determined by arbitration in accordance with the Arbitration Rules of the American Arbitration Association. The number of arbitrators shall be three. One arbitrator each shall be appointed by NMHG and GECC respectively, and the third arbitrator, who shall serve as chairman of the tribunal, shall be appointed by the American Arbitration Association. The place of arbitration shall be New York City. The language of the arbitration shall be English and any arbitral award arising from any arbitration pursuant to this paragraph shall be final and binding upon all parties hereto and no party shall seek recourse to a court of law or other authorities to appeal for revision of such decision or any other ruling of the arbitrator. The cost of the arbitration shall be borne by the party who does not prevail in the arbitration proceeding or as is otherwise decided by the arbitration panel. The question of whether a dispute is governed by this arbitration clause shall itself be determined by arbitration.

[Remainder of Page Intentionally Left Blank] First Amended and Restated Recourse and Indemnity Agreement – Page 10

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this

Agreement as of the first date above written.

GENERAL ELECTRIC CAPITAL NACCO MATERIALS

CORPORATION HANDLING GROUP, INC.

NMHG FINANCIAL SERVICES, INC.


BY: /s/ Diane L. Cooper BY: /s/ Colin Wilson TITLE: Vice President TITLE: President & COO

By: /s/ Diane L. Cooper

Name: Diane L. Cooper Title: President

Exhibit 10.37

SECOND AMENDED AND RESTATED JOINT VENTURE AND SHAREHOLDERS AGREEMENT

BETWEEN


AND

NACCO MATERIALS HANDLING GROUP, INC.

DATED NOVEMBER 21, 2013

SECOND AMENDED AND RESTATED JOINT VENTURE

AND SHAREHOLDERS AGREEMENT

THIS SECOND AMENDED AND RESTATED JOINT VENTURE AND SHAREHOLDERS AGREEMENT, dated November 21, 2013 (“ Agreement ”) is by and between NACCO MATERIALS HANDLING GROUP, INC., a Delaware corporation with offices at 5875 Landerbrook Drive, Suite 300, Mayfield Heights, OH 44124 (“ NMHG ”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation with offices at 300 East John Carpenter Freeway, Irving, TX 75062 (“ GECC ”).

BACKGROUND


GECC is in the business of, among other things, providing financing on equipment similar to the NMHG Equipment.

NMHG and GECC have now determined to revise the nature of their relationship to best provide certain types of financing to the Dealers and to the customers of NMHG and the Dealers (“ Customers ”) for (i) all types and brands of NMHG Equipment, (ii) certain other equipment sold by Dealers (“ Allied Equipment ”) and (iii) equipment sold by non-Dealers to certain Customers deemed by NMHG to be strategic customers (“ Strategic Equipment ”) and (iv) other forms of financing either expressly sanctioned in the By-Laws of NMHG Financial Services, Inc. or as approved by the Board of Directors of NMHG Financial Services, Inc.

In conjunction therewith, NMHG and GECC have determined to amend and restate the Restated and Amended Joint Venture and Shareholders Agreement dated April 15, 1998, as such has been amended from time to time (the “ Current Shareholders Agreement ”), and certain of the ancillary agreements related to the operation of the NMHG Financial Services, Inc. Therefore, this Second Amended and Restated Joint Venture and Shareholders Agreement amends and restates the Current Shareholders Agreement and sets forth the terms and conditions on which NMHG and GECC shall continue to operate NMHG Financial Services, Inc. (“NFS ”), an entity owned twenty percent (20%) by NMHG and eighty percent (80%) by GECC.

NOW, THEREFORE, in consideration of the above premises and mutual covenants contained herein below, as well as other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Formation and Purposes .

(a) On even date herewith, GECC and NMHG each hereby agree to amend and restate the Current Shareholders Agreement with NMHG continuing to own twenty percent (20%) and GECC eighty percent (80%) of the outstanding shares of capital stock of NFS. On or after the date that this Agreement commences the following agreements shall be contemporaneously amended: (i) the Restated and Amended Corporate Name Agreement shall be amended and restated in the form of Exhibit A attached hereto; (ii) the Amended and Restated By-Laws of NFS shall be amended and restated in the form of Exhibit C attached hereto; (iii) the Restated and Amended Financing Agreement and the related Guaranty shall be amended and restated in the form of Exhibit D attached hereto; (iv) the Restated and Amended Administrative Services Agreement shall be amended and Second Amended and Restated Joint Venture Agreement - Page 1

restated in the form of Exhibit E attached hereto; (iv) the Restated and Amended Tax Allocation Agreement shall be amended and restated in the form of Exhibit F attached hereto; (v) the Third Restated and Amended Remarketing Services Agreement shall be amended and restated in the form of Exhibit G attached hereto; and (vi) the Recourse and Indemnity Agreement shall be amended and restated in the form of Exhibit J attached hereto.

(b) NMHG and GECC hereby agree that the primary purpose of NFS shall be to provide the following types of financial services:

(i) origination and/or acquisition of floor plan and fleet rental financing to the Dealers with respect to their inventory of NMHG Equipment and any related trade-ins (“ NMHG Inventory Financing ”);

(ii) origination and/or acquisition of floor plan and fleet rental financing to the Dealers with respect to their inventory of new and/or used equipment other than NMHG Equipment (“ Allied Inventory Financing ”);

(iii) origination and/or acquisition of parts inventory financing to the Dealers (“ Parts Inventory Financing ”; the NMHG Inventory Financing, Allied Inventory Financing and Parts Inventory Financing being collectively referred to as “Inventory Financing ”);

(iv) origination and/or acquisition of accounts receivable financing to the Dealers (“ Accounts Receivable Financing ”; the Inventory Financing and Accounts Receivable Financing being collectively referred to as “ Wholesale Financing ”);

(v) origination and/or acquisition of financing with respect to any vehicles, computers and/or other types of commercial equipment (other than inventory) for the Dealers (“ Commercial Equipment Financing ”);

(vi) origination and/or acquisition of true leases to the Customers and Dealers with respect to NMHG Equipment, Allied Equipment or Strategic Equipment (“ Lease Financing ”);

(vii) origination and/or acquisition of secured loans, conditional sales contracts, financing leases, lease-purchase agreements or other financings (other than Lease Financings) to the Customers with respect to NMHG Equipment, Allied Equipment or Strategic Equipment (“ Money-Over-Money Financing ”; Commercial Equipment Financing, Lease Financing and Money-Over-Money Financing being collectively referred to as “ Retail Financing ”); and

(viii) any other financing offerings mutually agreed to by GECC and NMHG, including but not limited to financing of a Dealer to facilitate the acquisition of an existing dealership or financing to facilitate Dealer or NMHG sale-leaseback transactions.

(c) Anything in Section 1(b) above to the contrary notwithstanding and subject to the provisions of Section 5(g) below, it is agreed and understood that NFS shall have the power and authority to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

2. Initial Capitalization of NFS . Second Amended and Restated Joint Venture Agreement - Page 2

(a) NFS has authorized capital stock consisting of One Thousand (1,000) shares of common stock, One Dollar ($1.00) par

value (the “ Shares ”).

(b) On the date of this Agreement, there are One Thousand (1,000) Shares issued and outstanding, of which two hundred (200) Shares are owned by NMHG and Eight Hundred (800) Shares are owned by GECC.

(c) NMHG agrees to purchase twenty percent (20%) and GECC agrees to purchase eighty percent (80%) of the number of Shares issued by NFS at any time.

3. Additional Capital Contributions .

(a) After giving effect to the initial capitalization of NFS as described in Section 2(b) above, and subject to the debt/equity limitations set forth in Section 3(b) below, when, as and if needed (whether on the basis of actual or reasonably forecasted investments to be made) by NFS, NMHG and GECC agree to make additional capital contributions to NFS, which when added to all previous capital contributions, will not, without the consent of NMHG and GECC, exceed an aggregate capitalization of One Hundred Million Dollars ($100,000,000.00). Each such contribution to capital shall be made twenty percent (20%) by NMHG and eighty percent (80%) by GECC, but neither NMHG nor GECC shall be required to pay its proportion of any such contribution if the other does not pay its proportion thereof. Such additional capital contributions shall be payable in full to NFS upon receipt of written notice from GECC requesting such capital contributions. Subject to the provisions of the second sentence of this Section 3(a), it is agreed that GECC may deduct from any earnings of NFS any amount necessary to satisfy such additional capital contributions. No additional Shares of NFS may be issued in return for any additional capital contributions; provided , however , that if any additional Shares are being issued, then such Shares shall be issued to both NMHG and GECC in proportion to such additional capital contributions.

(b) It will be the financial policy of NFS to maintain a Debt/Equity Ratio of approximately 15:1 or such higher ratio as may be agreed to by GECC and NMHG from time to time. As used in this Agreement, the term “ Debt/Equity Ratio ” shall mean a ratio calculated as follows:

The numerator shall equal the principal amount of the Debt of NFS, plus interest accrued thereon; and the denominator shall equal the shareholders equity shown on NFS’s most recent financial statements (adjusted to reflect increases or decreases in shareholders’ equity that may have occurred since the date of such most recent financial statements).

As used in this Agreement, the term “ Debt ” shall mean all obligations for borrowed money of NFS and shall include, but not be limited to any borrowings by NFS from GECC.

4. Fiscal Year .

The fiscal year of NFS shall end on the last day of December.

5. Management of NFS .

(a) Board of Directors . GECC and NMHG agree that the By-Laws of NFS shall at all times provide for a Board of Directors consisting of seven (7) persons, each of whom shall be an employee of either GECC or NMHG, or an employee of an affiliate of either GECC or NMHG. NMHG and GECC each agrees to vote all of the Shares of NFS owned or held of record by it at Second Amended and Restated Joint Venture Agreement - Page 3

any time so as to elect, and thereafter for the term of this Agreement to continue in office, a Board of Directors consisting of four (4) persons designated by GECC (the “ GECC Directors ”), including the chairperson, and three (3) persons designated by NMHG (the “ NMHG Directors ”). The Board of Directors will determine appropriate levels of synergy and differentiation between the programs offered for the NMHG brands. The Board of Directors will meet not less often than annually, and in any event, within two weeks of any submission to the Board of Directors for resolution as contemplated by this Agreement.

(b) Executive Committee . NMHG and GECC agree that the By-Laws of NFS shall at all times provide for an Executive Committee consisting of five (5) persons, three (3) of whom shall be GECC Directors (or GECC employees appointed by the GECC Directors to serve in their stead) and the other two shall be NMHG Directors (or NMHG employees appointed by the NMHG Directors to serve in their stead). The Executive Committee shall have such powers (including, without limitation, powers with respect to those matters specified in Section 5(g) below) as shall be granted to it by the Board of Directors. A quorum for all meetings of the Executive Committee shall require attendance of the majority of the members thereof, and all actions to be taken by the Executive Committee must be (i) approved by the unanimous consent of the members and (ii) recorded in writing to be made available to the Board of Directors. The Executive Committee will meet within one week of any submission to the Executive Committee for resolution as contemplated by this Agreement.

(c) Officers . NMHG and GECC agree that the By-Laws of NFS shall at all times provide for the following officers: a President, an Executive Vice President, Vice Presidents, a Treasurer, a Secretary and Assistant Secretaries. Subject to confirmation by the Board of Directors, four Vice Presidents (other than the Executive Vice President) will be designated by the NMHG Directors (“ NMHG Officers ”), and all other officers will be designated by the GECC Directors (“ GECC Officers ”). NMHG and GECC will each instruct the Director(s) designated by it to confirm the officers designated by the other parties.

(d) Working Committee . The By-Laws of NFS shall provide for a Working Committee , consisting of four persons, two of whom shall be NMHG Officers and/or NMHG employees, as applicable, and two of whom shall be GECC Officers and/or GECC employees. Subject to confirmation by the Board of Directors, the NMHG representatives on the Working Committee shall be designated by NMHG, and the GECC representatives on the Working Committee shall be designated by GECC. The Working Committee shall have the following duties:

(A) identify promotions and financing programs to support NMHG initiatives, including providing data to increase market competitiveness of new products;

(B) setting response times and target credit approval rates;

(C) monitoring credit approval target achievements and providing input for development of automated systems;

(D) reviewing competitiveness and adequacy of financing program rates; and

(E) review staffing and personnel matters, including review of sales coverage and strategy.

The Working Committee Members shall be set by the Board of Directors at a meeting of the Board of Directors. The Working Committee, by the vote of any two of its members, may refer any matter Second Amended and Restated Joint Venture Agreement - Page 4

to the Executive Committee for review and resolution, which matter will be considered and resolved by the Executive Committee within two weeks of such referral.

(e) Status of Directors and Officers . All directors and officers of NFS will be employees of either NMHG or GECC, or employees of an affiliate of NMHG or GECC, and said directors and officers shall remain participants in any retirement or pension plan, insurance, medical or other employee benefit plans of NMHG or GECC, or any such affiliate, as the case may be; it being understood and agreed that NFS will not have any employees and shall not be required to adopt, or maintain in force, any such employee benefit plans.

(f) Compensation of Directors and Officers . No director or officer of NFS shall be entitled to any compensation from NFS in consideration of any services that may be from time to time rendered to NFS.

(g) Super-majority Provisions in By-Laws. NMHG and GECC agree that the By-Laws of NFS shall at all times provide that any action to be taken by NFS on any of the matters listed in this Section 5(g) below must be approved by either the affirmative vote of the entire Board of Directors or the unanimous consent of NMHG and GECC:

(i) entry into any business other than providing the financial services to the Dealers and the Customers as described in Section 1(b) above;

(ii) approving the annual operational plan and major variances to each such plan, approving annual financial statements, and any declaration of dividends other than those which are not in excess of current year’s earning or those under Section 15(b) herein below;

(iii) guaranteeing the indebtedness or other obligation of any person or entity;

(iv) borrowing any funds, except from GECC;

(v) pledging, mortgaging or otherwise encumbering any assets (tangible or intangible) as security for loans or otherwise;

(vi) acquiring or disposing of any assets, or otherwise entering into any commitment, contract or transaction, other than in the normal course of business;

(vii) merging or consolidating with or into any other entity;

(viii) liquidating or dissolving other than in accordance with the terms and conditions of this Agreement;

(ix) except as otherwise provided in Section 3 above, issuing any new Shares or increasing the authorized capital stock of NFS, or repurchasing any of the capital stock of NFS, or entering into any agreement for the sale, purchase or transfer of any of the Shares of NFS;

(x) amending or otherwise modifying the Certificate of Incorporation or By-Laws of NFS; or

(xi) granting any power to the Executive Committee or the Working Committee not contained in this Agreement; or

(xii) establishing any additional committee of the Board of Directors, other than the Executive Committee and Working Committee, or creating or altering the powers and/

Second Amended and Restated Joint Venture Agreement - Page 5

or responsibilities of any committee of the Board of Directors, including without limitation the Executive Committee and Working Committee.

(h) Removal of Directors or Officers. If at any time NMHG or GECC shall notify the other party that the notifying party desires any director of NFS designated by it to be removed as a director, the other party agrees that it will take all action necessary in order to cause the removal of such director. If at any time either NMHG or GECC shall notify the other party that the notifying party desires that any officer of NFS designated by it be removed as an officer of NFS, the other party agrees that it will take all action necessary in order to cause the removal of such officer.

(i) Vacancies . Whenever any vacancy on the Board of Directors is to be filled, the party who designated the individual formerly occupying such directorship shall be entitled to designate a successor to fill such vacancy and the other party hereto agrees to take such action as is necessary to cause such individual to be elected as a member of the Board of Directors. Whenever any vacancy occurs with respect to any officer of NFS, the party who designated the individual formerly occupying such position shall be entitled to designate a successor to fill such vacancy, subject to confirmation by the Board of Directors, and the other party hereto agrees to take such action as is necessary to cause such individual to be elected as an officer, and to instruct the Director(s) designated by it to confirm the designation of the successor to such position.

6. Service and Financing Agreements .

On or after the date upon which this Agreement commences, NMHG and GECC agree to cause NFS to enter into the following restated and amended agreements (“ Other Agreements ”):

(i) a Second Amended and Restated Financing Agreement with GECC in the form of Exhibit D hereto (“ Financing Agreement ”);

(ii) a Second Amended and Restated Administrative Services Agreement with GECC in the form of Exhibit E hereto (“ Administrative Services Agreement ”);

(iii) a Second Amended and Restated Tax Allocation Agreement with GECC in the form of Exhibit F hereto (“ Tax Allocation Agreement ”; the Financing Agreement, Administrative Services Agreement and Tax Allocation Agreement being collectively referred to as the “ Other GECC Agreements ”);

(iv) a Fourth Amended and Restated Remarketing Services Agreement with NMHG in the form of Exhibit G hereto (“ Remarketing Agreement ”);

(v) an Amended and Restated Recourse and Indemnity Agreement with NMHG in the form of Exhibit J hereto (“Recourse Agreement ”); and

(vi) a Second Amended and Restated Corporate Name Agreement with NMHG in the form of Exhibit A hereto (“Corporate Name Agreement ”; the Remarketing Agreement, Recourse Agreement and Corporate Name Agreement being collectively referred to as the “ Other NMHG Agreements ”).

To the extent that any term or provision of this Agreement is in conflict with any term or provision of the Other Agreements, the terms and provisions of such Other Agreements shall prevail.

7. NMHG Obligations. Second Amended and Restated Joint Venture Agreement - Page 6

(a) Subject to the provisions of Section 30 herein below, NMHG shall have primary responsibility for communicating with

the Dealers and the Customers with respect to marketing the financial services of NFS (including, without limitation, training Dealer sales personnel on the use of financing as a major sales tool, providing the Dealers from time to time with finance rates and factors approved by NFS, assisting the Dealers in closing major financing transactions, recommending for establishment Dealer credit lines with respect to Wholesale Financing, scheduling Dealer floor plan audits, collections follow-up with Dealers in default under Wholesale Financing arrangements and generally promoting the Wholesale Financing and Retail Financing offered by NFS as an alternative source of financing to the Dealers and the Customers). The costs and expenses related to the provision of such services by NMHG shall not be reimbursed by NFS to NMHG, rather NMHG shall receive a Loan Origination Fee pursuant to the terms of Section 17(a) below and a Participation Fee (the “ Participation Fee ”) in the manner set forth in Exhibit I. Anything in the first sentence of this Section 7(a) notwithstanding, NMHG shall not make any commitment of any kind whatsoever (written, verbal, implied or otherwise) on behalf of GECC, and NMHG shall not make any commitment of any kind whatsoever (written, verbal, implied, or otherwise) on behalf of NFS unless such commitment is specifically authorized by the Board of Directors of NFS or is within the scope of authority delegated to the Working Committee of NFS and such commitment is approved specifically or generically by the Working Committee. NMHG hereby agrees to indemnify, defend and hold harmless GECC, NFS and their respective successors and assigns, from and against any and all claims, suits, actions, judgments, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or in connection with, directly or indirectly, any breach by NMHG of its obligations under the immediately preceding sentence.

(b) NMHG agrees, to the extent permitted by law, to provide information to the extent that GECC requires such information to perform its obligations hereunder or under any of the Other Agreements, at all times during the term hereof.

8. GECC Obligations .

(a) GECC agrees to support, assist and cooperate with NMHG in marketing the financial services of NFS to the Dealers and the Customers. All costs and expenses related to the provision of such services by GECC shall be reimbursed to GECC by NFS pursuant to the terms of Section 17(d) below.

(b) GECC agrees, to the extent permitted by law, to provide information to the extent that NMHG requires such information to perform its obligations hereunder or under any of the Other Agreements, at all times during the term hereof.

(c) Anything in this Section 8 notwithstanding, GECC shall not make any commitment of any kind whatsoever (written, verbal, implied or otherwise) on behalf of NMHG unless such commitment is specifically authorized in writing by NMHG. GECC hereby agrees to indemnify, defend and hold harmless NMHG and its respective successors and assigns, from and against any and all claims, suits, actions, judgments, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or in connection with, directly or indirectly, any breach by GECC of its obligations under the immediately preceding sentence.

9. Profitability Criteria . Second Amended and Restated Joint Venture Agreement - Page 7

(a) The profitability criteria of NFS shall be set by the Board of Directors annually for each full calendar year throughout

the term of this Agreement. All performance criteria and/or any other metrics relevant to the performance of NFS will be reviewed at least every twelve (12) calendar months to ensure that NMHG and GECC are satisfied with the performance of NFS.

10. Accounting Records .

(a) It shall be the responsibility of GECC to maintain the books, records and accounts of NFS pursuant to the same accounting principles which GECC uses for its own accounts. Consolidated unaudited quarterly and/or annual financial statements for NFS shall be provided to NMHG by GECC as soon as available, but no later than within seven (7) business days after the close of each quarter and calendar year.

(b) NMHG shall have the right to examine and inspect, at any and all times during normal business hours, the books, records and accounts of NFS, and GECC shall make available to NMHG appropriate personnel to answer any questions related thereto. Such books, records and accounts shall be maintained by GECC at such location as GECC may from time to time choose; provided however that the choice of such location shall be subject to the consent of NMHG, which consent shall not be unreasonably withheld. GECC and NMHG each acknowledges that such books, records and accounts shall be and remain the property of NFS.

11. Representations and Warranties.

(a) GECC hereby represents and warrants to NMHG as follows:

(i) GECC has been duly and validly organized, and is a validly existing corporation, under the laws of the State of Delaware with full power and authority to enter into this Agreement and to perform its obligations hereunder.

(ii) This Agreement has been duly authorized, executed and delivered by GECC and constitutes GECC’s valid and binding agreement, enforceable against GECC in accordance with its terms.

(iii) GECC is not a party to, or threatened with any suit, action, arbitration, administrative or other proceeding or governmental investigation which might materially and adversely affect GECC, this Agreement, or any of the transactions contemplated hereby, and there is no judgment, decree, award or order outstanding against GECC which might materially and adversely affect GECC, this Agreement, or any of the transactions contemplated hereby.

(iv) The execution and delivery of this Agreement, the consummation of the transactions provided for herein, and the fulfillment of the terms of this Agreement by GECC (A) will not result in the breach of any of the terms and provisions of, or constitute a default (after notice, or passage of time, or both) under, or conflict with, any agreement or other instrument by which GECC is bound where such breach, default or conflict would have a material adverse effect on GECC’s business or financial condition, (B) will not violate any judgment, decree, order, or award of any court, governmental body, or arbitrator, or any applicable law, rule or regulation where such violation would have a material adverse effect on GECC’s business or financial condition, and (C) do not require the consent of any governmental authority.

(b) NMHG hereby represents and warrants to GECC as follows: Second Amended and Restated Joint Venture Agreement - Page 8

(i) NMHG has been duly and validly organized, and is a validly existing corporation, under the laws of the State of

Delaware with full power and authority to enter into this Agreement and perform its obligations hereunder.

(ii) This Agreement has been duly authorized, executed and delivered by NMHG and constitutes NMHG’s valid and binding agreement enforceable against NMHG in accordance with its terms.

(iii) NMHG is not a party to, or threatened with, any suit, action, arbitration, administrative or other proceeding, or governmental investigation which might materially and adversely affect NMHG, this Agreement, or any of the transactions contemplated hereby, and there is no judgment, decree, award or order outstanding against NMHG which might materially and adversely affect NMHG, this Agreement, or any of the transactions contemplated hereby.

(iv) The execution and delivery of this Agreement, the consummation of the transactions provided for herein, and the fulfillment of the terms of this Agreement by NMHG (A) will not result in the breach of any of the terms and provisions of, or constitute a default (after notice or passage of time, or both) under, or conflict with, any agreement or other instrument by which NMHG is bound where such breach, default or conflict would have a material adverse effect on NMHG’s business or financial condition, (B) will not violate any judgment, decree, order, or award of any court, governmental body, or arbitrator, or any applicable law, rule or regulation where such violation would have a material adverse effect on NMHG’s business or financial condition, and (C) do not require the consent of any governmental authority.

12. Indemnities.

Each party agrees to indemnify, defend and hold the other harmless from, against and in respect of any and all claims, demands, damages suffered, or losses incurred, by the party to be indemnified as a result of the failure of any representation or warranty of the indemnifying party, as set forth in Section 11 hereof, to be true and correct.

13. Litigation .

(a) In the event that any litigation and/or claim arising out of the operations conducted under this Agreement or the Other Agreements in which NFS, GECC, their subsidiaries and affiliates, or the directors, officers or employees of any of them, is or are involved or potentially will become involved contains solely allegations of product defect or breach of warranty with respect to any NMHG Equipment which is the object of financing provided by NFS, NMHG, subject to Section 13(c) hereof, will have sole control of the prosecution or defense of such claim, litigation or potential litigation. NMHG shall prepare a report for NFS and GECC each month of such litigation and/or claims. Such report shall include the style of the suit, the nature of the claim, the damages sought and the status of each suit.

(b) In the event that any litigation and/or claim arising out of the operations conducted under this Agreement or the Other Agreements in which NFS, GECC, their subsidiaries and affiliates, or the directors, officers or employees of any of them, is or are involved or potentially will become involved contains solely allegations other than of product defect or breach of warranty with respect to any NMHG Equipment, GECC, subject to Section 13(c) hereof, will have sole control of the prosecution or defense of such claim, litigation or potential litigation. GECC shall prepare a report Second Amended and Restated Joint Venture Agreement - Page 9

for NFS and NMHG each month of such litigation and/or claims. Such report shall include the style of the suit, the nature of the claim, the damages sought and the status of each suit.

(c) The provisions of Sections 13(a) and 13(b) to the contrary notwithstanding, in the event that (i) any claim or litigation arising out of operations conducted under this Agreement or the Other Agreements in which NFS, GECC, their subsidiaries or affiliates, or the directors, officers or employees of any of them, is or are involved or potentially will become involved exceeds $100,000 (with respect to the amount of the claim or demand) or (ii) any claim or litigation contains both (A) allegations of product defect or breach of warranty with respect to any NMHG Equipment and (B) allegations other than product defect or breach of warranty with respect to any NMHG Equipment, both NMHG and GECC shall be entitled to participate in the prosecution and defense of such claims; provided , however , (i) NMHG shall have control of the prosecution or defense of any claims involving product defect or breach of warranty with respect to any NMHG Equipment and (ii) GECC shall have control of the prosecution or defense of all other claims.

(d) In the event that any claim or litigation is subject to indemnity by one party hereto of the other whether under this Agreement or any other agreement, the indemnitor shall have sole control of the litigation thereof (including the negotiation and consummation of any settlement of such claim or of such litigation); provided , however , that the indemnitor acknowledges in writing to the indemnitee(s) its obligation to indemnify with respect to all claims set forth in such litigation and advises in reasonable detail in writing the terms and conditions of any proposed settlement.

(e) In the event that NMHG and GECC are unable to agree on the applicability of any indemnification provision under this Agreement or any Other Agreement in connection with any such claim or litigation, then such matter shall only be settled upon terms and conditions satisfactory to both NMHG and GECC.

(f) NFS shall bear all outside legal costs and expenses (including, without limitation, attorneys’ fees) arising from the prosecution or defense of any claim or litigation by or against NFS, its directors, officers or employees, as well as any compromise or settlement thereof, unless such claim or litigation is subject to indemnity by one party hereto whether under this Agreement or any Other Agreement and, in that case, the indemnitor shall bear all outside legal costs and expenses (including, without limitation, attorneys’ fees) arising therefrom or from any compromise or settlement thereof.

14. Term and Termination .

(a) This Agreement shall be effective upon the execution and delivery hereof, shall remain in full force and effect until December 31, 2018 (the “ Base Term ”) unless sooner terminated as hereinafter provided, and will automatically renew for additional periods of one year (each a “ Renewal Term ”) unless either party at any time not less than 180 days prior to the end of the Base Term or any Renewal Term notifies the other that the notifying party will not renew this Agreement, in which event this Agreement will expire at the end of such Base Term or Renewal Term. Anything herein to the contrary notwithstanding, either party shall have the right to terminate this Agreement without cause during the Base Term or any Renewal Term upon at least 180 days prior written notice to the other party.

(b) Notwithstanding anything to the contrary contained in Section 14(a) hereof, this Agreement may be terminated during the Base Term or any Renewal Term for Cause (as defined Second Amended and Restated Joint Venture Agreement - Page 10

below): (x) upon five days prior written notice by either party to the other in the case of events specified in clauses (i) and (ii) below; and (y) upon 30 days prior written notice by either party to the other in the case of events specified in clause (iii) below if the defaulting party fails to cure the default as specified in clause (iii) below. “ Cause ” shall be defined as follows:

(i) dissolution or liquidation of the other party or NFS;

(ii) insolvency of the other party or NFS or the voluntary institution by the other party or NFS of any proceeding under any statute of any governmental authority for the relief of debtors, seeking relief from or readjustment of its indebtedness, either through reorganization, composition, extension or otherwise, or the involuntary institution against the other party or NFS of any such proceeding which is not vacated within sixty days from the institution thereof, or the appointment of a receiver, custodian or other officer having similar powers for the other party or NFS or for the other party’s or NFS’s business who is not removed within sixty days after such appointment; and

(iii) any breach or violation by the other party of any obligation contained in this Agreement (including, without limitation, the exclusivity provisions of Section 19 hereof), or in any other agreement between such party and NFS or the other party hereto, which breach or violation is not corrected within thirty (30) days after written notice thereof.

(c) If this Agreement terminates for any reason whatsoever, the obligations of either party hereto under this Agreement and the Other Agreements shall not be affected or impaired in any manner except as specifically provided for in such agreements. NMHG and GECC agree to take such action as may be necessary to cause NFS to cease providing any new Wholesale Financing, Retail Financing or other financing after the effective date of the termination (including, but not limited to, calling, terminating or otherwise canceling any Wholesale Financing, Retail Financing or other financing as of such date to the extent legally permitted). NMHG and GECC further agree that, upon the effective date of such termination, they will cause NFS to immediately wind up its business and affairs and shall proceed to liquidate and dissolve NFS. Such liquidation and dissolution shall be achieved through an orderly program calculated to protect the interests of each of NMHG and GECC and shall take place over a period of time not to exceed the unexpired term of any contract for financing provided by NFS outstanding on the effective date of termination (which contract cannot legally be called, terminated or otherwise canceled by NFS) plus six months. In such event, the parties agree that they will use commercially reasonable efforts to effect the prompt liquidation and dissolution of NFS and to bring about the distribution of the assets of NFS in accordance with the provisions of this Agreement. The provisions of this Section 14(c) to the contrary notwithstanding, it is understood by the parties hereto that NFS shall not make distributions “in kind” except upon their prior mutual agreement.

15. Dissolution of Venture.

(a) In the event that NFS be dissolved and liquidated, the proceeds of such liquidation shall be applied and distributed in the following order of priority, except to the extent otherwise required by applicable provisions of law:

(i) First, to the payment of debts and liabilities of NFS (other than any debts and liabilities owed to either of the parties hereto) and the expenses of liquidation;


(ii) Next, to the payment of any debts and liabilities of NFS to either of the parties hereto; and

(iii) Finally, the balance of the assets remaining after the distributions set forth under (i) and (ii) above, pro rata to the shareholders in accordance with the Shares held by them at the time of distribution.

(b) It is understood that NFS shall, from time to time and as available, make interim cash distributions to the parties hereto, pro rata to the shareholders in accordance with the Shares held by them at the time of distribution.

16. NMHG’s Stock Option .

(a) The provisions of Section 14(c) to the contrary notwithstanding, upon the termination of this Agreement by GECC for cause, or by NMHG for cause, pursuant to Section 14(b) above, then NMHG shall be entitled, at its sole option, to purchase all, but not less than all, of the Shares of NFS held by GECC (the “ GECC Shares ”), such purchase to be made in accordance with the provisions of this Section 16. In order to exercise its option hereunder (the “ Stock Option ”), NMHG shall give written notice to GECC to such effect no later than forty-five (45) days after NMHG has given or received written notice of termination of the kinds described above.

(b) The purchase price (“ Purchase Price ”) for the GECC Shares under the Stock Option shall be the “net book value” (as hereinafter defined) of such GECC Shares determined as of the date on which such GECC Shares are purchased and sold (the “Purchase Date ”). For purposes of this Section 16, the “net book value” of the GECC Shares shall be determined by reference to the “net book value of NFS” on the Purchase Date. The “net book value of NFS” shall be determined in accordance with generally accepted accounting principles and the regular methods and practices used by NFS in keeping its books, applied on a consistent basis, except that the following provisions, even though not necessarily consistent with generally accepted accounting principles, shall apply:

(i) Goodwill, trade names, trademark, copyrights and similar intangible assets shall be of no value unless such assets shall have been acquired and paid for in cash and, in such event, the value thereof, if any, shall be taken at the amount paid therefor, less any amortization or impairment thereof;

(ii) Fixed assets, if any, consisting of, but not limited to, furniture and fixtures, shall be taken at cost less accumulated depreciation;

(iii) Real estate, if any, shall be stated at the fair market value thereof, as determined by an independent appraiser to be selected by the mutual consent of NMHG and GECC;

(iv) Money-over-money retail contracts and wholesale contracts shall be at the outstanding principal balance thereof, plus all accrued and unpaid interest, late charges and other amounts due thereunder;

(v) True leases shall be at the termination value thereof (as of the rental payment date immediately preceding the Purchase Date) and all rentals, late charges and other amounts under such leases that are due and unpaid as of the Purchase Date;

(vi) Adequate provisions for reserves for federal, state and local taxes shall be accrued and applied as a liability as of the balance sheet date;


(vii) All loss reserves shall be valued at zero;

(viii) Prepaid insurance and other prepaid expenses and charges shall be reflected as prepaid assets as of the balance sheet date; and

(ix) Adequate provisions for accounts payable and any other known liabilities of NFS shall be taken as a liability as of the balance sheet date.

(c) On the Purchase Date, NMHG shall make an initial payment (“ Initial Payment ”) to GECC in an amount equal to the estimated “net book value” of the GECC Shares as indicated on the books and records of GECC as of the Purchase Date and shall be paid by wire transfer of immediately available funds to an account designated by GECC.

(d) On or before the date ninety (90) days after the Purchase Date, GECC shall submit to NMHG an unaudited balance sheet of NFS dated as of the Purchase Date (“ Purchase Date Balance Sheet ”) which shall be prepared in accordance with generally accepted accounting principles by GECC. If requested by NMHG by written notice delivered to GECC no later than 30 days after the receipt of the Purchase Date Balance Sheet, the independent public accountants regularly engaged by NFS will audit (the “ Audit ”), at NMHG’s sole cost and expense, the Purchase Date Balance Sheet. Such Audit shall be conducted in accordance with generally accepted audit standards and shall be sufficient to permit such accountants to render their unqualified opinion to the effect that the original Purchase Date Balance Sheet, or an adjusted Purchase Date Balance Sheet prepared by such accountants (“Adjusted Purchase Date Balance Sheet ”), fairly presents the consolidated financial position of NFS on the Purchase Date in conformity with generally accepted accounting principles (except as set forth in subsection (b) above) applied on a consistent basis. The Audit shall be final, binding and conclusive on the parties. If NMHG does not request for any reason whatsoever the Audit in the time and manner required by this Section 16(d), then the original Purchase Date Balance Sheet shall be deemed final, binding and conclusive on the parties.

(e) On the date which is the thirtieth (30th) day following the date of delivery to NMHG of the Purchase Date Balance Sheet (or, alternatively, the fifth (5th) business day following the date on which the audit requested pursuant to paragraph (d) above is finalized), the Purchase Price shall be adjusted as follows:

(i) if the Purchase Price pursuant to the Purchase Date Balance Sheet exceeds the Initial Payment, NMHG shall pay to GECC the difference between said amounts (plus interest thereon at the Prime Rate that was in effect on the Purchase Date calculated from the Purchase Date); however

(ii) if the amount of the Initial Payment exceeds the Purchase Price, pursuant to the Purchase Date Balance Sheet, GECC shall pay to NMHG the difference between said amounts (plus interest thereon at the Prime Rate that was in effect on the Purchase Date calculated from the Purchase Date).

As used herein, the “ Prime Rate ” shall mean the highest rate of interest announced by any member bank of the N.Y. Clearinghouse Association as its prime or base lending rate for commercial loans of short term maturities.

(f) The Purchase Date for the Stock Option shall be on the later of (i) the effective date of termination of this Agreement or (ii) the expiration of any waiting period imposed under the Second Amended and Restated Joint Venture Agreement - Page 13

Hart-Scott-Rodino Antitrust Improvements Act of 1976, if applicable. On the Purchase Date, NMHG shall pay to GECC the Initial Payment for the GECC Shares. (If post-closing it is determined that the Initial Payment was not equal to the Purchase Price, then the difference shall be reconciled between NMHG and GECC as provided in Section 16(e)). Such payment shall be made by wire transfer of NMHG to GECC against delivery of the GECC Shares in the following manner: certificates representing such Shares shall be endorsed in blank, with signatures guaranteed. THE PURCHASE BY NMHG OF THE GECC SHARES SHALL BE WITHOUT ANY RECOURSE TO, OR REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER BY, GECC, except that (i) GECC has been duly and validly organized, and is a validly existing corporation, under the laws of the State of Delaware with full power and authority to sell the GECC Shares to NMHG, (ii) the sale of the GECC Shares has been duly authorized by GECC, and (iii) GECC has good and marketable title to the GECC Shares and has the absolute right, power and capacity to sell assign and transfer the GECC shares to NMHG free and clear of any liens, claims and encumbrances arising by, through or under GECC (other than restrictions imposed generally by state and federal securities laws with respect to unregistered securities).

(g) Anything in the foregoing to the contrary notwithstanding, the Stock Option shall be deemed null and void, and GECC shall have no duty or obligation under this Section 16 or otherwise to sell the GECC Shares to NMHG, if such sale would require such GECC Shares or the transaction to be registered under any applicable federal or state securities laws. In connection with any purchase of the GECC Shares pursuant to the Stock Option, NMHG understands and agrees that it will be required to provide GECC with representations and warranties that would reasonably be expected to be provided in substantially similar transactions.

(h) In the event that NMHG exercises its Stock Option, NMHG shall, unless GECC has terminated this Agreement without cause, be obligated to reimburse GECC upon demand for all out-of-pocket fees, costs and expenses of any kind whatsoever incurred by GECC in connection therewith and/or in connection with its sale of the GECC Shares to NMHG (including, without limitation, any fees and disbursements of outside counsel or outside accountants and any costs related to the prepayment of any debt incurred by GECC as a result of its obligations under the Financing Agreement).

17. Staffing and Organization Expenses .

(a) NMHG shall supply front room personnel (frontroom personnel are those that primarily dedicate their time to working on Wholesale and Retail Financing prior to closing and booking), which personnel may comprise the following positions: managers, field representatives, account representatives, wholesale administrators and administrative assistants. All such personnel will be fully dedicated to NFS. Frontroom staffing, shall be mutually agreed upon by the parties from time to time based on the needs of NFS. As compensation for the frontroom staffing, NMHG shall be entitled to an annual loan origination fee (“ Loan Origination Fee ” ). Prior to January 1, 2014, the Loan Origination Fee shall be $500,000.00. Effective January 1, 2014, the Loan Origination Fee shall be the greater of (i) $500,000.00, or (ii) $500,000.00 times the Consumer Price Index (“ CPI ”) measured on the September 30 of the year prior to the payment of the Loan Origination Fee divided by the CPI measured as of September 30, 2012. The Loan Origination Fee may be paid by NFS to NMHG quarterly or otherwise as NFS and NMHG may agree. Second Amended and Restated Joint Venture Agreement - Page 14

(b) GECC shall perform all administrative responsibilities with respect to all Wholesale and Retail Financing entered into

by NFS pursuant to the terms of the Administrative Services Agreement.

(c) NFS will pay all reasonable external, out-of-pocket expenses incurred by NMHG and GECC in connection with the establishment of NFS, the qualification and licensing of NFS and preparation of the documentation for Wholesale and Retail Financing; provided, however, that the specific type of out-of-pocket expenses to be borne by NFS are mutually agreed to by GECC and NMHG in writing.

(d) NFS will pay or reimburse all internal and external out-of-pocket expenses incurred by GECC in connection with the design, creation and publication of financing and remarketing literature, bulletins, price sheets and promotional literature, provided, however, that the specific type of out-of-pocket expenses to be borne by NFS are mutually agreed to by the Working Committee.

18. Trademarks .

(a) GECC hereby waives any right, title and interest in and to the trade names “NMHG”, “NMHG Financial Services”, “Hyster Capital” and “Yale Financial Services”, as well as any and all variations thereof, and the related trademarks. NMHG hereby grants to GECC, on the same basis as NMHG has already granted to NFS under the Corporate Name Agreement, the right to use the trade names “NMHG”, “NMHG Financial Services”, “Hyster Capital” and “Yale Financial Services” and the related trademarks in connection with the performance of GECC’s obligations hereunder or under any of the Other Agreements.

(b) NMHG hereby waives any right, title and interest in and to the trade names “General Electric Company”, “GE”, “General Electric Capital Corporation” and “GECC”, as well as any and all variations thereof, and the related service marks and trademarks.

19. Exclusivity .

(a) As to GECC . With respect to GECC’s operations in the United States of America, GECC will endeavor to not enter into any other significant financing program arrangements the primary function of which is to finance forklift trucks with NMHG Competitors. GECC shall additionally endeavor not to develop any business unit in the United States of America the primary function of which is to finance forklift trucks. For the purposes of this paragraph the term “ NMHG Competitors ” shall be the competitors and competitive brands as shall be determined by mutual agreement of the parties hereto, as the same may be amended from time to time.

(b) As to NMHG . With respect to NMHG’s operations in the United States of America, NMHG will endeavor not to solicit, or enter into, any Retail or Wholesale Financing (or enter into any partnership, joint venture or other arrangement with any other party to provide any of the foregoing) for either NMHG or Allied Equipment, except that NMHG may make equity investments in, or general loans and other extensions of credit to or for the benefit of, Dealers from time to time which may be secured by general liens on inventory, receivables, equipment and other assets of the Dealers.

20. Confidentiality . Second Amended and Restated Joint Venture Agreement - Page 15

All information with respect to NFS, NMHG or GECC, or with respect to the business, operations, products and customers of

NFS, NMHG or GECC, shall be kept confidential and shall not be disclosed to third parties, except for (i) any disclosures required by law or required to be made to any governmental agencies, or (ii) with respect to NFS, any disclosures to its independent certified public accounting firm or to other persons or entities that may need to know for the purpose of the business or operations of NFS, or (iii) any disclosures of information that was in the public domain at the time of receipt or subsequently comes into the public domain (other than as a result of an unauthorized disclosure), or (iv) disclosures of the type that are customary in the ordinary course of business (e.g., the terms of financing available from NFS).

21. Waiver .

Waiver by any party hereto of any breach or default by any other party of any of the terms and conditions of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived.

22. Notices .

Any notices or other communications required or permitted hereunder shall be made in writing and sufficiently given if personally delivered or sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

TO NMHG:

NACCO Materials Handling Group, Inc.

5875 Landerbrook Drive, Suite 300

Mayfield Heights, OH 44124

Attn: General Counsel

TO GECC:

General Electric Capital Corporation


Irving, TX 75062


Either party hereto may change the address to which each such notice or communication shall be sent by giving written notice of such change of address to the other party hereto in the manner above stated.

23. Entire Agreement; Amendments . Second Amended and Restated Joint Venture Agreement - Page 16

This Agreement (along with the attached exhibits) represents the entire understanding and agreement between the parties

hereto with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements made by and among the parties with respect thereto. No alteration, amendment, assignment or modification of any of the terms or provisions of this Agreement shall be void unless made pursuant to an instrument in writing signed by each of the parties hereto; provided that the waiver by either party hereto of compliance with a provision hereof or of any breach or default by the other party hereto need be signed only by the party waiving such provision, breach or default.

24. Adoption by NFS; Legend on Certificates .

(a) Each of NMHG and GECC agrees that it will consent to and approve any amendment to the Certificate of Incorporation or By-Laws of NFS which may be necessary or advisable in order to conform to any of the provisions of this Agreement or any amendments hereto to the applicable laws of the State of Delaware as now or hereafter enacted, including, without limitation, the General Corporation Law of the State of Delaware. Each party further agrees to vote its Shares in NFS and to execute and deliver such documents as may be necessary in order to implement the provisions of the preceding sentence.

(b) The certificates representing the Shares shall have endorsed upon them the following legend:

The sale, assignment, transfer, pledge, encumbrance or hypothecation of the Shares represented by this Certificate are subject to compliance with the terms and conditions of a Second Amended and Restated Joint Venture and Shareholders Agreement, dated November 21, 2013 by and between NACCO Materials Handling Group, Inc. and General Electric Capital Corporation, a copy of which is on file at the offices of NMHG Financial Services, Inc.

25. Counterparts .

This Agreement may be executed in any number of counterparts each of which shall be an original, but all of which taken together shall constitute one and the same instrument.

26. Successors and Assigns .

Neither party hereto may sell, assign, transfer, pledge, encumber or hypothecate any of its rights or obligations hereunder or any Shares without the prior written consent of the other party hereto. Any attempted sale, assignment, transfer, pledge, encumbrance or hypothecation in violation of this Section shall be void and of no force and effect. All of the terms and provisions of this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto.

27. Section Headings .

All sections, subsections and clauses contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

28. Governing Law and Arbitration .

This Agreement shall be construed and enforced in accordance with the laws of the State of New York. Any and all disputes, controversies or claims arising out of, or relating to, this Agreement or any of the Other Agreements shall be determined by arbitration in accordance with Second Amended and Restated Joint Venture Agreement - Page 17

the Arbitration Rules of the American Arbitration Association. The number of arbitrators shall be three. One arbitrator each shall be appointed by NMHG and GECC respectively, and the third arbitrator, who shall serve as chairman of the tribunal, shall be appointed by the American Arbitration Association. The place of arbitration shall be New York City. The language of the arbitration shall be English and any arbitral award arising from any arbitration pursuant to this paragraph shall be final and binding upon all parties hereto and no party shall seek recourse to a court of law or other authorities to appeal for revision of such decision or any other ruling of the arbitrator. The cost of the arbitration shall be borne by the party who does not prevail in the arbitration proceeding or as is otherwise decided by the arbitration panel. The question of whether a dispute is governed by this arbitration clause shall itself be determined by arbitration.

29. Severability of Provisions .

If any covenant or other provision of this Agreement is invalid, unlawful, or incapable of being enforced by reason of any rule of law or public policy, all other covenants and provisions of this Agreement which can be given effect without the invalid, unlawful or unenforceable provision shall, nevertheless, remain in full force and effect, and no covenant or provision shall be deemed dependent upon any other covenant or provision unless so expressed.

30. Advertising .

Without the prior written consent of the other party hereto, neither NMHG nor GECC shall advertise in any manner the financial services of NFS (whether by written brochure, newspaper advertisement, radio commercial, television commercial or otherwise), even if such advertisement is intended solely for the Dealers and the Customers, except that NMHG may advertise the financial services of NFS without mentioning GECC and without the consent of GECC, but, if NMHG does so without the prior written consent of GECC, NMHG shall be solely responsible for any costs or liabilities arising from any such advertisement.

31. Competitiveness .

GECC will communicate pricing policies consistent with the provisions of Section 3.01 of the Administrative Services Agreement. GECC and NMHG acknowledge and agree that all rates quoted by GECC may be conditioned and subject to change by GECC, and any such changes will be communicated to NMHG prior to such changes. Different rates may apply to different financial offerings depending on size, term, product type and credit classification of the Customer. All quoted rates will be at GECC’s sole discretion. Both GECC and NMHG will use commercially reasonable efforts to ensure that NFS offers rates and products that are competitive within the U.S. market, and any concerns that NMHG has with the rates or products offered by GECC may be addressed by the Board of Directors either independently by the Board of Directors, or upon escalation by the Working Committee or the Executive Committee. Second Amended and Restated Joint Venture Agreement - Page 18

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year first above written.




By: /s/ Colin Wilson

Name: Colin Wilson Title: President and COO


Name: Diane L. Cooper

Title: Vice President

EXHIBIT A

TO THE SECOND AMENDED AND RESTATED JOINT VENTURE AND SHAREHOLDERS AGREEMENT

SECOND AMENDED AND RESTATED CORPORATE NAME AGREEMENT This SECOND AMENDED AND RESTATED CORPORATE NAME AGREEMENT dated November 21, 2013 (“

Agreement ”) is by and between NACCO MATERIALS HANDLING GROUP, INC., a Delaware corporation with offices at 5875 Landerbrook Drive, Mayfield Heights, OH 44124 (“ NMHG ”) and NMHG FINANCIAL SERVICES, INC., a Delaware corporation (“ NFS ”).

BACKGROUND


NMHG sells such products throughout the world under certain trade names and trademarks, including but not limited to the tradenames and registered trademarks “NMHG”, “NACCO Materials Handling Group, Inc.,” “YALE”, “HYSTER” and “UTILEV”, which it owns and which have become valuable property rights of NMHG and for which NMHG has established substantial goodwill;

NFS is a joint venture of NMHG and General Electric Capital Corporation (“ GECC ”) that from time to time provides financial services to NMHG, Dealers of NMHG and the customers of such Dealers, and facilitates the sale, leasing and rental of NMHG Equipment, other equipment and parts; and

NFS desires to secure from NMHG, and NMHG is willing to grant to NFS, authorization to utilize the words “NMHG”, “NACCO Materials Handling Group, Inc.,” “YALE”, “HYSTER”, and “UTILEV” in NFS’s corporate name or otherwise in conducting its ongoing business in the United States as contemplated in the Second Amended and Restated Joint Venture and Shareholders Agreement dated as of the date hereof between NMHG and GECC (the “ Shareholders Agreement ”), subject to the terms and conditions set forth hereunder;

NOW, THEREFORE, in consideration of the mutual agreements, promises and undertakings set forth herein, as well as other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1 . NMHG hereby represents and warrants that it has proprietary rights in the trade names and registered trademarks “NMHG”, “NACCO Materials Handling Group, Inc.”, “YALE” “HYSTER”, and “UTILEV”. NMHG further represents and warrants that it has the right to use the words “NMHG”, “NACCO Materials Handling Group, Inc.”, “YALE”, “HYSTER”, and “UTILEV” in a trade name or as part of a corporate name for any business relating to industrial trucks.

Section 2 . On the basis of the representations and warranties of NMHG in Section 1 above, NFS hereby acknowledges that any and all rights in the words “NMHG”, “NACCO Materials Handling Group, Inc.”, “YALE”, “HYSTER”, and “UTILEV” are proprietary to NMHG, and NFS

hereby agrees not to: (i) take any action, directly or indirectly, to defeat any proprietary rights of NMHG in such words, (ii) claim any proprietary rights in such words or the goods attached thereto except as provided in this Agreement, or (iii) use any such words except in NFS’s corporate name or in conducting its ongoing business as contemplated in the Shareholders Agreement.

Section 3 . On the basis of the representations and warranties of NMHG in Section 1 above, NFS hereby acknowledges that NMHG, its subsidiaries and any authorized dealers of NMHG or NMHG’s subsidiaries have the right to use, or may be granted permission by NMHG to use, the words “NACCO Materials Handling Group, Inc.”, “NMHG”, “YALE”, “YALE Industrial Trucks”, “Yale Materials Handling”, “HYSTER”, “HYSTER Industrial Trucks”, “HYSTER Materials Handling”, and “UTILEV” in a trade name or as part of a corporate name for any business relating to industrial trucks owned or controlled by NMHG, its subsidiaries or such dealers, notwithstanding any local or other registration of NFS’s corporate name; and NFS shall execute any consents which NMHG may consider necessary relating to the exercise of those rights. NFS also hereby: (i) admits that NMHG has the right to register NACCO Materials Handling Group, Inc.”, “NMHG”, “YALE”, “YALE Industrial Trucks”, “Yale Materials Handling, “HYSTER”, “HYSTER Industrial Trucks”, “HYSTER Materials Handling”, and “UTILEV” as trademarks; (ii) agrees not to take any action, directly or indirectly, to defeat any trademark application which NMHG has filed or may file therefor; and (iii) agrees to execute all documentation prepared by NMHG which may be required to prosecute such trademark application.

Section 4 . NMHG hereby consents to the use of the word “NMHG” by NFS in NFS’s corporate name which shall be “NMHG FINANCIAL SERVICES, INC.” or such other name as may be approved by NMHG under the provisions and conditions hereof. NMHG hereby agrees to defend, indemnify and hold harmless NFS against all claims, demands suits or other proceedings (and all related casts and losses suffered by NFS including reasonable attorney’s fees), brought against NFS based upon an allegation that the use of the word “NMHG” in the corporate name of NFS constitutes an infringement of any trademark or other proprietary right. The provisions of this paragraph shall survive any termination of this Agreement.

Section 5 . NMHG hereby consents to the use of the words “NACCO Materials Handling Group, Inc.”, “NMHG”, “YALE”, “HYSTER”, and “UTILEV” by NFS in the United States in conducting its ongoing business as contemplated in the Shareholders Agreement. NMHG hereby agrees to defend, indemnify and hold harmless NFS against all claims, demands, suits or other proceedings (and all related costs and losses suffered by NFS including reasonable attorney’s fees), brought against NFS based upon an allegation that the use of any such words in its ongoing business constitutes an infringement of any trademark or other proprietary right. The provisions of this paragraph shall survive any termination of this Agreement.

Section 6 . NFS agrees that this Agreement may be terminated by NMHG upon receipt of written notice to that effect from NMHG (“ Termination Notice ”). NFS shall have a period of ninety (90) days from the date of receipt of such Termination Notice (the “ Phasing Out Period ”) to take all actions necessary, at its sole expense and at no cost to NMHG to eliminate the word “NMHG” from its corporate name, such actions including, but not limited to, amendment of the NFS’s articles of incorporation, if any, and all registrations of the corporate name. NFS shall also during the Phasing Out Period cease to use in any manner whatsoever, the words, terms or identifications “NACCO Materials Handling Group, Inc.”, “NMHG,” “YALE”, “HYSTER”, and “UTILEV” or any form

thereof, or any words or terms confusingly similar thereto.

Section 7 . If NFS shall fail to take all steps necessary to eliminate the words set forth in Section 6 from its corporate name or in conducting its ongoing business by the end of the Phasing Out Period, then NMHG may enjoin further use of any such words in any manner or form in the corporate name of NFS. NFS shall not contest any such action by NMHG. NFS shall indemnify and hold harmless NMHG against and from any and all expenses whatsoever, including but not limited to court costs and reasonable attorneys’ and experts’ fees, incurred by NMHG in relation to any such action. Furthermore, resort to such action by NMHG shall not preclude or in any way affect NMHG’s rights to bring any other actions of any sort whatever against NFS for damages or otherwise relating to a breach of this Agreement by NFS.

Section 8 . NFS shall not assign or otherwise transfer this Agreement or its rights or obligations hereunder in whole or in part, directly or indirectly, by operation of law or otherwise, without the prior written consent of NMHG. NMHG may withhold such consent under any circumstances. Any transfer of this Agreement from NFS by merger, consolidation or liquidation and any change in majority ownership of NFS (other than any sale of stock in NFS to NMHG) or power to vote the majority of the outstanding voting stock of NFS shall constitute an assignment for purposes of this Agreement.

Section 9 . All notices for all purposes under this Agreement shall be deemed to have been sufficiently given when given in writing on the date sent by telex, or electronic facsimile machine, or delivered personally, or three days after the date mailed by registered or certified mail, postage prepaid, addressed to the other party as described below or to such other address as shall be furnished in writing by either party to the other from time to time in accordance herewith:

TO NMHG: NACCO Materials Handling Group, Inc. 5875 Landerbrook Drive, Suite 300 Mayfield Heights, OH 44124 Attn: General Counsel To NFS:

NMHG Financial Services, Inc. c/o General Electric Capital Corporation 300 East John Carpenter Freeway, Suite 510 Irving, TX 75062 Attn: General Counsel

Section 10 . This Agreement shall be construed and enforced in accordance with the laws of the State of New York. Any and

all disputes, controversies or claims arising out of, or relating to, this Agreement shall be determined by arbitration in accordance with the Arbitration Rules of the American Arbitration Association. The number of arbitrators shall be three. One arbitrator each shall be appointed by NMHG and NFS respectively, and the third arbitrator, who shall serve as chairman of the tribunal, shall be appointed by the American Arbitration Association. The place of arbitration shall be New York City. The language of the arbitration shall be English and any arbitral award arising

from any arbitration pursuant to this paragraph shall be final and binding upon all parties hereto and no party shall seek recourse to a court of law or other authorities to appeal for revision of such decision or any other ruling of the arbitrator. The cost of the arbitration shall be borne by the party who does not prevail in the arbitration proceeding or as is otherwise decided by the arbitration panel. The question of whether a dispute is governed by this arbitration clause shall itself be determined by arbitration.

Section 11 . The parties agree to take such further action and to execute such further documents or instruments which are necessary and appropriate to enable NFS to use the trademark and trade name as described herein.

IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be executed by its duly authorized officers as of the date first above written.


By:

Title:


By:

Title:

EXHIBIT B


State of Delaware

Office of the Secretary of State PAGE 1

I , EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE

ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “YALE FINANCIAL

SERVICES, INC.”, CHANGING ITS NAME FROM “YALE FINANCIAL SERVICES, INC. “ TO “NMHG FINANCIAL

SERVICES, INC. “, FILED IN THIS OFFICE ON THE FIRST DAY OF SEPTEMBER, A.D. 1998, AT 4:30 O’CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARED TO THE NEW CASTLE COUNTY RECORDER OF

DEEDS.

/s/ Edward J. Freel

Edward J. Freel, Secretary of State

2073649 8100 AUTHENTICATION: 9283121

981342511 DATE: 09-02-98

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION YALE FINANCIAL SERVICES, INC.

YALE FINANCIAL SERVICES, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the

State of Delaware, DOES HEREBY CERTIFY:

FIRST: That pursuant to the provisions of Section 141(f) of Title 8 of the Delaware Code as amended, on the 17th day of July, 1998 the

Board of Directors of said corporation by the unanimous written consent of its members, filed with the minutes of the board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of YALE FINANCIAL SERVICES, Inc. be amended by changing the first Article thereof so that, as amended, said Article shall be and read as follows:

"1. The name of the corporation is NMHG FINANCIAL SERVICES, INC."

SECOND: That in lieu of a meeting and vote of stockholders, the holders of all of the issued and outstanding stock entitled to vote have given unanimous written consent to said amendment in accordance with the provisions of section 228 of Title 8 of the Delaware Code as amended, such consent having been filed with the corporation

on the 17th day of July, 1998.

THIRD: That the aforesaid amendment was adopted in accordance with the

applicable provisions of section 242, 141(f) and 228 of Title 8 of the Delaware Code as

amended.

IN WITNESS WHEREOF, said YALE FINANCIAL SERVICES, INC. has caused its corporate seal to be hereunto affixed and this certificate to be signed by E.J. Simoneau, its Executive Vice-President and attested by Amanda N. Skolan-Logue, its Secretary, this 17th day of July, 1998.

YALE FINANCIAL SERVICES, INC.

By: /s/ Edward J. Simoneau

Name: Edward J. Simoneau Executive Vice Present

ATTEST: By: /s/ Amanda N. Skolan-Logue

Name: Diane L. Cooper Title: Vice President

STATE OF CONNECTICUT

COUNTY OF FAIRFIELD

ss:

BE IT REMEMBERED, that on this 17th day of July, 1998, there personally came before me, the subscriber, a Notary

Public in and for the County and State aforesaid, EDWARD J. SIMONEAU, Executive Vice President of YALE FINANCIAL

SERVICES, INC., a corporation of the State of Delaware, the corporation described in and which executed the foregoing

Certificate, known to me personally to be such, and he, the said

EDWARD J. SIMONEAU, as such executive Vice President, duly executed said Certificate before me and acknowledged the said Certificate to be his act and deed and the act and deed of said Corporation, and that the facts stated therein are true; that the signatures of the said Executive Vice President and Secretary of said Corporation to said Certificate are in the handwriting of the said Vice President and Secretary of said Corporation, respectively, and that the seal affixed to said Certificate is the common or corporate seal of said Corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and seat of office the day and year aforesaid.

By: /s/ Julia Tracy

Notary Public

State of Delaware Office of the Secretary of State

I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THE

ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF CFD V INC. FILED IN

THIS OFFICE ON THE SECOND DAY OF SEPTEMBER, A.D. 1988, AT 10 O'CLOCK A.M.

By: /s/ Michael Harkins

Michael Harkins, Secretary of State

AUTHENTICATION: 1848533 DATE: 09/02/1988

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION CFD V INC.

CFD V INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That pursuant to the provisions of Section 141(f)of Title 8 of the Delaware Code as amended, on the 30th day of August, 1988

the Board of Directors of said corporation by the unanimous written consent of its members, filed with the minutes of the board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of CFD V INC. be amended by changing the first Article thereof so that, as amended, said Article shall be and read as follows:

“1. The name of the corporation is YALE FINANCIAL SERVICES, INC."

SECOND: That in lieu of a meeting and vote of stockholders, the holders of all of the issued and outstanding stock entitled to vote have given unanimous written consent to said amendment in accordance with the provisions of section 228 of Title 8 of the Delaware Code as amended, such consent having been filed with the corporation on the 30th day of August, 1988.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of sections 242, 141(f)and 228 of Title 8 of the Delaware Code as amended.

IN WITNESS WHEREOF, said CFD V Inc. has caused its corporate seal to be hereunto affixed and this certificate to be

signed by R.H. Chamides, its Vice-President and attested by Michael A. Meehan, its Secretary, this 30th day of August, 1988.

By: /s/ Illegible

Vice President

ATTEST: By: /s/ Illegible

Secretary

CERTIFICATE OF INCORPORATION

OF

CFD V INC.

***** * * *

CFD V INC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the

City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which

corporation may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000) and the par

value of each of such shares is One Dollar ($1.00), amounting in the aggregate to One Thousand Dollars ($1,000.00).

NAME MAILING ADDRESS

K. L. Husfelt Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801

S. M. Fraticelli Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801

M. A. Brzoska Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801

1. The name of the corporation is

5. The name and mailing address of each incorporator is as follows:

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statue, the board of directors is expressly

authorized to make, alter or repeal the by-laws of the corporation.

8. Elections or directors need not be by written ballot unless the by-laws of the corporation shall so provide.

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books

of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place

or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

9. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of

incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are

granted subject to this reservation .

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation

pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is

our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 18th day of October , 1985.

K. L. Husfelt K. L. Husfelt S. M. Fraticelli S. M. Fraticelli M. A. Brzoska M. A. Brzoska

EXHIBIT C


SECOND AMENDED AND RESTATED BY-LAWS


Dated November 21, 2013

ARTICLE I

OFFICES

Section 1 . The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2 . The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

PURPOSES

Section 1 . The primary purpose of the corporation shall be to provide the following types of financial services:

(i) origination and/or acquisition of floor plan and fleet rental financing to the dealers (“ Dealers ”) of NACCO Materials Handling Group, Inc. (“ NMHG ”) with respect to their inventory of equipment manufactured by NMHG (“ NMHG Equipment ”) and any related trade-ins;

(ii) origination and/or acquisition of floor plan and fleet rental financing to the Dealers with respect to their inventory of new and/or used equipment other than NMHG Equipment;

(iv) origination and/or acquisition of accounts receivable financing to the Dealers;

(v) origination and/or acquisition of financing with respect to any vehicles, computers and/or other types of commercial equipment (other than inventory) for the Dealers;

(vi) origination and/or acquisition of true leases to the customers of NMHG (“ Customers ”) and the Dealers with respect to (i) NMHG Equipment, (ii) certain other equipment sold by Dealers (“ Allied Equipment ”) and (iii) equipment sold by non-

(i) origination and/or acquisition of parts inventory financing to the Dealers;

Dealers to certain Customers deemed by NMHG to be strategic customers (“ Strategic Equipment ”) (“ Lease Financing ”);

(vii) origination and/or acquisition of secured loans, conditional sales contracts, financing leases, lease-purchase agreements or other financings (other than Lease Financings) to the Customers with respect to NMHG Equipment, Allied Equipment or Strategic Equipment; and

(viii) any other financing offerings authorized by the Board of Directors, including, but not limited to financing of a Dealer to facilitate the acquisition of an existing dealership or financing to facilitate Dealer or NMHG sale-leaseback transactions.

Section 2. Anything in Section 1 of this Article II to the contrary notwithstanding and subject to the provisions of Section 11 of Article IV of these by-laws, the corporation shall have the power and authority to engage in any lawful act or activity permitted by its certificate of incorporation and for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE III

MEETINGS OF STOCKHOLDERS

Section 1 . All meetings of the stockholders for the election of directors shall be held in the city of Danbury in the State of Connecticut at such place as may be fixed from the to time by the board of directors of the corporation (the “ Board of Directors ”), or at such other place either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2 . Annual meetings of stockholders shall be held on the second Monday of March if not a legal holiday, and if a legal holiday, then on the next business day following, at 12:30 P.M., or at such other date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting.

Section 3 . Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 4 . The secretary of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary

business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5 . Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6 . Written notice of a special meeting of stockholders stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7 . Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8 . The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9 . When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation or these by-laws, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 10 . Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11 . Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or

special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE IV

DIRECTORS

Section 1 . The number of directors which shall constitute the whole board shall be seven. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his or her successor is elected and qualified. Directors need not be stockholders, but shall be employees of the stockholders. The Board of Directors shall be constituted in accordance with the terms of Section 5(a) of the Second Amended and Restated Joint Venture and Shareholders Agreement dated as of the date hereof between the stockholders of the corporation (the “ Shareholders Agreement ”).

Section 2 . Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled pursuant to the terms of Section 5(i) of the Shareholders Agreement, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3 . The business of the corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4 . The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5 . The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed

by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected Board of Directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6 . Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board.

Section 7 . Special meetings of the Board of Directors may be called by the president upon not less than two weeks written notice to each director; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the Board of Directors consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

Section 8 . At all meetings of the Board of Directors a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as otherwise expressly provided in Section 11 of this Article IV and except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the Board of Directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present,

Section 9 . Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 10 . Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 11 . Any action to be taken by the corporation on any of the matters listed in this Section 11 must be approved by either the affirmative vote of the entire Board of Directors or the unanimous consent of all stockholders:

EXECUTIVE COMMITTEE

Section 12 . The Board of Directors may, by resolution passed by the unanimous consent of the whole Board of Directors, designate an Executive Committee to consist of five directors and elect the directors which shall serve as members thereof in accordance with the terms of Section 5(b) of the Shareholders Agreement. Each elected member of the Executive Committee shall hold office until his or her successor is elected and qualified.

(i) entry into any business other than providing the financial services to the Dealers and the Customers as described in Section 1 of Article II of these by-laws;

(ii) approving each annual operational plan and major variances to each such plan, approving annual financial statements, and any declaration of dividends other than those which are (x) not in excess of current year's earning or (y) declared in the course of the liquidation and dissolution of the corporation;

(i) guaranteeing the indebtedness or other obligation of any person or entity; (iv) borrowing any funds, except from General Electric Capital Corporation (“ GECC ” );

(v) pledging, mortgaging or otherwise encumbering any assets (tangible or intangible) as security for loans or otherwise;

(vi) acquiring or disposing of any assets, or otherwise entering into any commitment, contract or transaction, other than in the normal course of business;

(i) merging or consolidating with or into any other entity; (viii) liquidating or dissolving, other than in accordance with the terms and conditions of, the Shareholders Agreement;

(xi) except as otherwise provided in Section 3 of the Shareholders Agreement, issuing any new shares or increasing the authorized capital stock of the corporation, or repurchasing any of the capital stock of the corporation, or entering into any agreement for the sale, purchase or transfer of any of the shares of the corporation;

(x) amending or otherwise modifying the certificate of incorporation or by-laws of the corporation;

(xi) granting any power to the Executive Committee or the Working Committee not contained in these By-Laws or the Shareholders Agreement; or

(xii) establishing any additional committee of the Board of Directors, other than the Executive Committee and Working Committee, or creating or altering the powers and/or responsibilities of any committee of the Board of Directors, including without limitation the Executive Committee and the Working Committee.

The Executive Committee shall have such powers (including, without limitation, powers with respect to those matters

specified in Section 11 of this Article IV) as shall be granted to it by the unanimous consent of the whole Board of Directors. All meetings of the Executive Committee shall be attended by a majority of members thereof and no less than one NMHG appointed member, and all actions to be taken by the Executive Committee must be approved by the unanimous consent of the members thereof and recorded in writing to be made available to the Board of Directors. The Executive Committee will meet within one week of any submission to the Executive Committee for resolution as contemplated by the Shareholders Agreement.

OTHER COMMITTEES OF DIRECTORS

Section 13 . The Board of Directors may, by resolution passed by the unanimous consent of the whole Board of Directors, designate a Working Committee and other steering committees, each to consist of four representatives of the stockholders and elect the persons which shall serve as members thereof in accordance with the terms of Section 5(d) of the Shareholders Agreement. Each elected member of the Working Committee or other steering committees shall hold office until his or her successor is elected and qualified. Each Working Committee or other steering committees shall have the duties delegated to it by the Board of Directors which shall include those designated in Section 5(d) of the Shareholders Agreement. The Working Committee or any other steering committee, by the vote of any two of its members, may refer any matter to the Executive Committee for review and resolution, which matter will be considered and resolved by the Executive Committee within two weeks of such referral.

The Board of Directors may, by resolution passed by the unanimous consent of the whole Board of Directors, designate one or more other committees, each such committee to consist of one or more of the directors of the corporation. Each elected member of any such committee shall hold office until his or her successor is elected and qualified.

Each such committee shall have such powers as shall be granted to it by the unanimous consent of the whole Board of Directors. All meetings of any such committee shall be attended by all members thereof, and all actions to be taken by any such committee must be approved by the unanimous consent of all members thereof. Any such committee shall keep regular minutes or notes of its meetings and report the same to the Board of Directors when so requested.

Any such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

COMPENSATION OF DIRECTORS

Section 14 . Unless otherwise approved by the unanimous vote of all of the stockholders, no director or member of the Executive Committee, any Steering Committee or of any other committee of directors shall be entitled to any compensation for his or her services as a director or member of any such committee.

REMOVAL OF DIRECTORS

Section 15 . Unless otherwise restricted by the certificate of incorporation, the Shareholders Agreement or by law, any

director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE V

NOTICES

Section 1 . Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his or her address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by e-mail or facsimile.

Section 2 . Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VI

OFFICERS

Section 1 . The officers of the corporation shall be a President, an Executive Vice President, Vice Presidents, a Treasurer, a Secretary and Assistant Secretaries, who shall be elected by the Board of Directors at its first meeting following the annual meeting of stockholders to serve for one year and until their respective successors are elected and qualified. Any vacancy in any office (including any office created between annual meetings of the Board of Directors following the annual meeting of stockholders) may be filled by the Board of Directors. Officers of the corporation shall be appointed in accordance with the terms of Section 5(c) of the Shareholders Agreement.

The same person may occupy two or more offices except the offices of president and secretary. Each officer shall be an employee of a stockholder, but need not be a stockholder or director of the corporation.

Section 2 . Unless otherwise approved by the unanimous consent of the whole Board of Directors, no officer shall be entitled to any compensation for his or her services as an officer.

Section 3 . The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time in accordance with Section 5(h) of the Shareholders Agreement. Any vacancy

occurring in any office of the corporation shall be filled in accordance with Section 5(i) of the Shareholders Agreement.

PRESIDENT

Section 4 . The President shall be the chief executive officer of the corporation and shall preside at all meetings of the stockholders and the Board of Directors. The President shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.

Section 5 . The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

THE EXECUTIVE VICE PRESIDENT

Section 6 . In the absence of the President or in the event of his or her inability or refusal to act, the Executive Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Executive Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

THE VICE-PRESIDENTS

Section 7 . The Vice-Presidents shall perform such duties and have such powers as the Board of Directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

Section 8 . The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or president, under whose supervision he shall be. He or she shall have custody of the corporate seal of the corporation and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature.

Section 9 . The Assistant Secretaries shall, in the absence of the Secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

THE TREASURER

Section 10 . The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

Section 11 . He or she shall disburse the funds of the corporation as may be ordered by the Board of Directors taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at the regular meetings, or when the Board of Directors so requires, an account of all his or her transactions as treasurer and of the financial condition of the corporation.

ARTICLE VII Indemnification and Advancement of Expenses

Section 1. Right to Indemnification . (a) The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “ Covered Person ”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ proceeding ”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the corporation or, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person; provided , however , that no indemnification shall be provided to any such person if a judgment or other final adjudication adverse to the director or officer and from which there is no further right to appeal establishes (i) his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. Notwithstanding the preceding sentence, except as otherwise provided in Section 3 of this Article, the corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors of the corporation.

(b) The corporation may indemnify to the fullest extent permitted by law any person who is not a director or officer of

the corporation to whom the corporation is permitted by applicable law to provide indemnification, whether pursuant to, or provided by, the General Corporation Law of the State of Delaware or other rights created by (i) resolution of stockholders, (ii) resolution of directors, or (iii) a written agreement providing for such indemnification authorized by any officer designated by the Board of Directors of the corporation for such purpose, it being expressly intended that these by-laws authorize the creation of such rights in any such manner.

Section 2. Prepayment of Expenses . (a) The corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition, provided , however , that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article VII or otherwise.

(b) The corporation may pay the expenses (including attorneys’ fees) incurred by a person who is not a director or

officer of the corporation to whom the corporation is permitted by applicable law to provide advancement of expenses in defending any proceeding for which such person is entitled to be indemnified pursuant to Section 1(b) of this Article VII in advance of its final disposition; provided , however , that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by such person to repay all amounts advanced if it should be ultimately determined that such person is not entitled to be indemnified under this Article VII or otherwise.

Section 3. Claims . If a claim for indemnification (following the final disposition of such proceeding) or advancement of expenses under this Article VII is not paid in full within thirty days after a written claim therefor by the Covered Person has been received by the corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

Section 4. Nonexclusivity of Rights . The rights conferred on any Covered Person by this Article VII shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5. Other Sources . The corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

Section 6. Amendment or Repeal . Any right to indemnification or to advancement of expenses of any Covered Person arising hereunder shall not be eliminated or impaired by an amendment to or repeal of these bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought.

Section 7. Other Indemnification and Advancement of Expenses . This Article VII shall not limit the right of the corporation,

to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

ARTICLE VIII

CERTIFICATES FOR SHARES

Section 1 . The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by (i) the President or the Executive Vice President and (ii) the Treasurer or the Secretary or an Assistant Secretary of the corporation.

Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the Delaware Corporate Code or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 2 . Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3 . The Board of Directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4 . Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed

or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.

FIXING RECORD DATE

Section 5 . In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or the express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6 . The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE IX

GENERAL PROVISIONS

DIVIDENDS

Section 1 . Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, and subject to provisions of Section 11 of Article IV of these by-laws, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2 . Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for

equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3 . The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4 . All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

FISCAL YEAR

Section 5 . The fiscal year of the corporation shall begin on January 1st and end of December 31st of any given year.

SEAL

Section 6 . The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE X

AMENDMENTS

Section 1 . These by-laws may be altered, amended or repealed or new by-laws may be adopted by the unanimous vote of all stockholders or by the unanimous consent of the whole Board of Directors, when such power is conferred upon the Board of Directors by the certificate of incorporation at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the Board of Directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

EXHIBIT D


SECOND AMENDED AND RESTATED

FINANCING AGREEMENT

THIS SECOND AMENDED AND RESTATED FINANCING AGREEMENT, dated November 21, 2013 (“ Agreement ”), is by and between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware Corporation with offices at 300 East John Carpenter Freeway, Irving, TX 75062 (“ GECC ”) and NMHG FINANCIAL SERVICES, INC., a Delaware corporation (“ NFS ”).

RECITALS:

NACCO Materials Handling Group, Inc. (“ NMHG ”) is in the business of manufacturing forklift trucks and other equipment, including without limitation, both Yale, Hyster and Utilev brand name equipment (collectively, the “ NMHG Equipment ”) that is sold and distributed by NMHG and by its dealers (“ Dealers ”).


NMHG and GECC have now determined to revise the nature of their relationship to best provide certain types of financing to the Dealers and to the customers of NMHG and the Dealers (“ Customers ”) for (i) all types and brands of NMHG Equipment, (ii) certain other equipment sold by Dealers (“ Allied Equipment ”) and (iii) equipment sold by non-Dealers to certain Customers deemed by NMHG to be strategic customers (“ Strategic Equipment ”) and (iv) other forms of financing either expressly sanctioned in the By-Laws of NFS or as approved by the Board of Directors of NFS.

In conjunction therewith, NMHG and GECC have determined to amend and restate that certain Restated and Amended Joint Venture and Shareholders Agreement dated April 15, 1998, as such has been amended from time to time, and certain of the ancillary agreements related to the operation of the NFS, including this Agreement.

On August 30, 2010, GECC and NFS entered into that certain USD Cash Pooling Confirmation agreement that incorporated by reference the terms and conditions of that certain GECC Cash Pooling Master Terms and Conditions Version 1.1 (collectively, the “ Cash Pooling Agreement ”).

NOW, THEREFORE, in consideration of the above premises and the mutual promises herein contained, as well as other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

Section 1.01 Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

(a) “ Debt Cost ” shall mean the external costs associated with and incurred by GE Treasury on the open market with the raising of debt that may be used to fund Participant Transfers under the Cash Pooling Agreement.

(b) “ GE Treasury ” shall mean the Treasury department of General Electric Company.

(c) “ NFS Cost of Funds Assessment ” shall mean (i) that portion of the Debt Cost internally allocated and assessed by GE Treasury against NFS for the raising of capital to fund NFS’s operations pursuant to the Cash Pooling Agreement, PLUS (ii) that portion of the Treasury Assessment internally allocated and assessed by GE Treasury against NFS related to the Treasury Assessment for GE Treasury’s efforts attributed to NFS.

(d) “ Shareholders Agreement ” shall mean that certain Second Amended and Restated Joint Venture and Shareholders Agreement dated as of the date of this Agreement, by and between GECC and NMHG.

(d) “ Treasury Assessment ” shall mean that amount of overhead costs and expenses assessed by GE Treasury to cover the overhead costs and expenses related to GE Treasury’s procurement of funds necessary to fund Participant Transfers (as defined in the Cash Pooling Agreement) under the Cash Pooling Agreement.

All capitalized terms not defined herein shall have the same meanings as contained in the Shareholders Agreement.

Section 1.02 Gender, Etc. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.

ARTICLE II

LOANS UNDER THE CASH POOLING AGREEMENT

Section 2.01 The Cash Pooling Agreement.

(a) Subject to the satisfaction of all conditions set forth in the Cash Pooling Agreement, under the Cash Pooling Agreement, NFS may borrow, and GECC will lend, amounts determined by the Board of Directors and/or authorized officers of NFS to be necessary for: (i) the day-to-day operations of NFS, (ii) investment in or acquisition of any Wholesale Financing transaction, and (iii) investment in or acquisition of any Retail Financing transaction.

(b) In addition to any amounts due under the Cash Pooling Agreement, NFS shall pay on a quarterly basis to GECC upon

GECC’s request (a “ Cost of Funds Request ”), the NFS Cost of Funds Assessment determined by GECC and/or GE Treasury. Upon the written request of NFS or NMHG, GECC shall provide to NFS and/or NMHG the backup data detailing the basis of such NFS Cost of Funds Assessment. In lieu of requiring NFS to pay such funds to GECC, GECC may make such internal accounting adjustments to reflect the NFS Cost of Funds Assessment on the books of NFS.

(c) NMHG shall execute contemporaneously with the execution of this Agreement a guaranty in the form of Exhibit A attached hereto by NMHG of all of the obligations of NFS under this Agreement and the Cash Pooling Agreement (" Guaranty ").

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.01 GECC Representations . GECC hereby represents and warrants to NMHG as follows:

(a) GECC has been duly and validly organized, and is a validly existing corporation, under the laws of the State of Delaware with full power and authority to enter into this Agreement and to perform its obligations hereunder.

(b) This Agreement has been duly authorized, executed and delivered by GECC and constitutes GECC’s valid and binding agreement, enforceable against GECC in accordance with its terms.

(c) GECC is not a party to, or threatened with any suit, action, arbitration, administrative or other proceeding or governmental investigation which might materially and adversely affect GECC, this Agreement, or any of the transactions contemplated hereby, and there is no judgment, decree, award or order outstanding against GECC which might materially and adversely affect GECC, this Agreement, or any of the transactions contemplated hereby.

(d) The execution and delivery of this Agreement, the consummation of the transactions provided for herein, and the fulfillment of the terms of this Agreement by GECC (i) will not result in the breach of any of the terms and provisions of, or constitute a default (after notice, or passage of time, or both) under, or conflict with, any agreement or other instrument by which GECC is bound where such breach, default or conflict would have a material adverse effect on GECC’s business or financial condition, (ii) will not violate any judgment, decree, order, or award of any court, governmental body, or arbitrator, or any applicable law, rule or regulation where such violation would have a material adverse effect on GECC’s business or financial condition, and (iii) do not require the consent of any governmental authority.

Section 3.02 NFS Representations . NFS hereby represents and warrants to GECC as follows:

(a) NFS has been duly and validly organized, and is a validly existing corporation, under the laws of the State of Delaware with full power and authority to enter into this Agreement and perform its obligations hereunder.

(b) This Agreement has been duly authorized, executed and delivered by NFS and constitutes NFS’s valid and binding

agreement enforceable against NFS in accordance with its terms.

(c) NFS is not a party to, or threatened with, any suit, action, arbitration, administrative or other proceeding, or governmental investigation which might materially and adversely affect NFS, this Agreement, or any of the transactions contemplated hereby, and there is no judgment, decree, award or order outstanding against NFS which might materially and adversely affect NFS, this Agreement, or any of the transactions contemplated hereby.

(d) The execution and delivery of this Agreement, the consummation of the transactions provided for herein, and the fulfillment of the terms of this Agreement by NFS (i) will not result in the breach of any of the terms and provisions of, or constitute a default (after notice or passage of time, or both) under, or conflict with, any agreement or other instrument by which NFS is bound where such breach, default or conflict would have a material adverse effect on NFS business or financial condition, (ii) will not violate any judgment, decree, order, or award of any court, governmental body, or arbitrator, or any applicable law, rule or regulation where such violation would have a material adverse effect on NFS’s business or financial condition, and (iii) do not require the consent of any governmental authority.

ARTICLE IV

DEFAULT AND REMEDIES

Section 4.01 Events of Default. The occurrence of any of the following events or conditions shall constitute an Event of Default under this Agreement:

(a) Default by NFS in the payment required under the Cash Pooling Agreement;

(b) Default by NFS in the due observance or performance of any term,

covenant or other provision of this Agreement or any other agreement then outstanding which has GECC and the NFS as parties thereto, if such default shall continue for a period of thirty (30) days after written notice thereof;

(c) Any representation or warranty of NFS set forth in this Agreement or

any other agreement then outstanding which has GECC and NFS as parties thereto, or any statement or representation made in any certificate, report, financial statement, opinion or other document delivered now or at any time hereafter by NFS to GECC, shall prove to have been false or misleading in any material respect when made;

(d) A petition is filed by either NFS or NMHG under any bankruptcy or

insolvency law, or a petition is filed against either NFS or NMHG under any bankruptcy or insolvency law and such petition is not withdrawn or dismissed within sixty days after the date of its filing;

(e) NFS or NMHG becomes insolvent, ceases to do business as a going concern, or otherwise suffers, in GECC’s sole

opinion, any material adverse change in its financial or operating condition; or

(f) GECC ceases to own at least eighty percent (80%) of the issued and outstanding shares of any class of the capital stock of NFS.

Section 4.02 Remedies.

(a) Upon the occurrence of any Event of Default described in Section 4.01 hereof,

GECC may declare an event of default under the Cash Pooling Agreement and exercise its rights thereunder.

(b) The rights and remedies set forth in Section 4.02(a) hereof are in addition to,

and not in lieu of, all rights and remedies that GECC may have at law, in equity or by statute.

ARTICLE V GENERAL PROVISIONS

Section 5.01 Notices .

(a) Any notice to be given under this Agreement shall be made in writing and shall be deemed to have been duly given upon actual receipt of certified or registered mail, return receipt requested, addressed as set forth below:

(i) If to GECC: General Electric Capital Corporation 300 East John Carpenter Freeway, Suite 510 Irving, TX 75062 Attention: General Counsel - Vendor Finance

(ii) If to NFS: NMHG Financial Services, Inc. c/o General Electric Capital Corporation 300 East John Carpenter Freeway, Suite 510 Irving, TX 75062 Attention: General Counsel - Vendor Finance

(iii) If to NMHG: NACCO Materials Handling Group, Inc. 5875 Landerbrook Drive, Suite 300 Mayfield Heights, OH 44124 Attn: General Counsel

(b) GECC, NMHG or NFS may change the address to which notice is to be sent by giving notice of such change in conformity with the provisions of this Section.

Section 5.02 Jurisdiction and Arbitration . This Agreement shall be construed and enforced in accordance with the laws of the State of New York. Any and all disputes, controversies or claims arising out of, or relating to, this Agreement shall be determined by arbitration in accordance with the Arbitration Rules of the American Arbitration Association. The number of arbitrators shall be three. One arbitrator each shall be appointed by NMHG (on behalf of NFS) and GECC respectively, and the third arbitrator, who shall serve as chairman of the tribunal, shall be appointed by the American Arbitration Association. The place of arbitration shall be New York City. The language of the arbitration shall be English and any arbitral award arising from any arbitration pursuant to this paragraph shall be final and binding upon all parties hereto and no party shall seek recourse to a court of law or other authorities to appeal for revision of such decision or any other ruling of the arbitrator. The cost of the arbitration shall be borne by the party who does not prevail in the arbitration proceeding or as is otherwise decided by the arbitration panel. The question of whether a dispute is governed by this arbitration clause shall itself be determined by arbitration.

Section 5.03 Entire Agreement . This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings, inducements or conditions, with respect thereto, express or implied, oral or written, except as expressly herein contained. This Agreement may not be modified or amended other than by an agreement in writing executed by an authorized representative of each party at a contemporaneous or subsequent date.

Section 5.04 Validity . In the event that all or any portion of any provision of this Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of the remainder of this Agreement.

Section 5.05 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. Anything in the immediately preceding sentence to the contrary notwithstanding, NFS shall not be permitted to assign any of its rights or obligations hereunder.

Section 5.06 Waiver . Neither the failure nor any delay on the part of any party hereto to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or any other right, remedy, power or privilege; nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and signed by the party asserted to have granted such waiver.

Section 5.07 Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the

signatures of all of the parties reflected hereon as the signatories.

Section 5.08 Headings . The headings of articles and sections in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation.

Section 5.09 Payments . Except as may be otherwise expressly provided in this Agreement, all payments to be made by either party to the other under this Agreement shall be payable upon demand therefor.

Section 5.10 Term and Termination .

(a) Except as otherwise provided in this Section 5.10, this Agreement shall be coterminous with the term of the Shareholders Agreement.

(b) GECC may terminate this Agreement at any time GECC fails to own at least eighty percent (80%) of the issued and outstanding shares in any class of the capital stock of NFS.

Section 5.11 Non-Exclusivity . Nothing herein shall be construed so as to restrict GECC from performing the same type or similar services to any other person or entity.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized representatives as of the date first above written.

GENERAL ELECTRIC CAPITAL NMHG FINANCIAL SERVICES, INC.

CORPORATION

BY: BY:

TITLE: TITLE:

EXHIBIT A

GUARANTY

Date: November 21, 2013 GENERAL ELECTRIC CAPITAL CORPORATION 300 East John Carpenter Freeway Irving, Texas 75062

To induce you (“ GECC ”) to enter into the Second Amended and Restated Financing Agreement dated November 21, 2013 (said agreement, including any present or future amendments or revisions thereto, being hereinafter collectively referred to as the “Financing Agreement ”), with NMHG FINANCIAL SERVICES, INC., a Delaware corporation (“ NFS ”), and to loan monies from time to time to NFS on and subject to the terms and conditions of the Financing Agreement, but without in anyway binding GECC to do so, NACCO MATERIALS HANDLING GROUP, INC., a Delaware corporation having its principal place of business at 5875 Landerbrook Drive, Mayfield Heights, OH 44124 (“ NMHG ”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby guarantee to GECC, its successors and assigns, subject only to the provisions of the last sentence of this paragraph, the due regular and punctual payment of any sum or sums of money which NFS may owe to GECC now or at any time hereafter, under or in connection with the Financing Agreement or the Cash Pooling Agreement (as defined in the Financing Agreement), whether evidenced by the Financing Agreement, the Cash Pooling Agreement or any present or future promissory notes and/or any other documents or instruments evidencing, or relating to, any loan, extension of credit or other financial accommodation made or to be made by GECC to NFS under the Financing Agreement or Cash Pooling Agreement (collectively “ Loan Documents ” and each a “ Loan Document ”), on open account or otherwise, and whether it represents principal, interest, late charges, indemnities, an original balance, an accelerated balance, a balance reduced by partial payment, a deficiency after sale or other disposition of any collateral or security, or any other type of sum of any kind whatsoever that NFS may owe to GECC now or at any time hereafter under or in connection with the Financing Agreement or the Cash Pooling Agreement (collectively the “ Indebtedness ”). ANYTHING IN THE FOREGOING TO THE CONTRARY NOTWITHSTANDING, WITH RESPECT TO ANY SUM THAT MAY NOW OR AT ANY TIME HEREAFTER BE DUE AND UNPAID UNDER OR IN CONNECTION WITH THE FINANCING AGREEMENT, NMHG’S OBLIGATION TO MAKE PAYMENT UNDER THE IMMEDIATELY PRECEDING SENTENCE SHALL IN NO EVENT EXCEED TWENTY PERCENT (20%) OF THE ENTIRE INDEBTEDNESS. Notwithstanding the foregoing, NMHG shall not be required to pay to GECC under this Guaranty more than 20% of any unpaid amount due to GECC from NFS under the Loan Documents.

NMHG does hereby further guarantee to GECC, its successors and assigns, to pay upon demand the full amount of all reasonable out-of-pocket costs, attorneys’ fees and expenses which may be incurred by GECC by reason any default by NMHG with respect to any of its obligations under this Guaranty.

This Guaranty is a guaranty of prompt payment and performance (and not merely a guaranty of collection). Nothing herein shall require GECC to first seek or exhaust any remedy against NFS, its successors and assigns, or any other person that may be or become obligated with respect to the Indebtedness, or to first foreclose, exhaust or otherwise proceed against any collateral or security which may be given now or hereafter in connection with the Indebtedness. It is agreed that you may, upon any breach or default of NFS, or at any time thereafter, make demand upon NMHG and receive payment under this Guaranty, with or without notice or demand for payment by NFS, its successors or assigns, or any other person. Suit may be brought and maintained against NMHG, at GECC’s election, without joinder of NFS or any other person as parties thereto.

NMHG agrees that its obligations under this Guaranty shall be primary, absolute, continuing and unconditional (except as otherwise expressly provided in the last sentence of the first paragraph to this Guaranty), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of NMHG): (a) the genuineness, validity, regularity and enforceability of any Loan Document(s) or any other document; (b) any extension, renewal, amendment, change, waiver or other modification of any Loan Document(s) or any other document; (c) the absence of, or delay in, any action to enforce any Loan Document(s), this Guaranty or any other document; (d) any failure or delay in obtaining any other guaranty of the Indebtedness; (e) the release of, extension of time for payment or performance by, or any other indulgence granted to NFS or any other person with respect to the Indebtedness by operation of law or otherwise; (f) the existence, value, condition, loss, subordination or release (with or without substitution) of, or failure to have title to or perfect and maintain a security interest in, or the time, place and manner of any sale or other disposition of any collateral or security that may be given, now or hereafter, in connection with the Indebtedness, or any other impairment (whether intentional or negligent, by operation of law or otherwise) of the rights of NMHG; (g) NFS’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting NFS or any of its assets; or (h) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor.

This Guaranty shall continue and remain undischarged until all of the Indebtedness has been indefeasibly paid in full. Without limiting the foregoing, NMHG agrees that this Guaranty shall remain in full force and effect or be reinstated (as the case may be) if at any time payment of any of the Indebtedness (or any part thereof) is rescinded, reduced or must otherwise be restored or returned by GECC, all as though such payment or performance had not been made. If, by reason of any bankruptcy, insolvency or similar laws effecting the rights of creditors, GECC shall be prohibited from exercising any of its rights or remedies against NFS or any other person or against any property, then, as between GECC and NMHG, such prohibition shall be of no force an effect, and GECC shall have the right to make demand upon, and receive payment from, NMHG all amounts and other sums that would be due hereunder but for such prohibition.

Notice of acceptance of this Guaranty, of any loan, advance or other extension of credit under or in connection with the Financing Agreement, and of any default by NFS or any other person, is hereby waived. Presentment, protest demand, and notice of protest, demand and dishonor of any of the Indebtedness, and the exercise of possessory, collection or other remedies for the

Indebtedness, are hereby waived. NMHG warrants that it has adequate means to obtain from NFS on a continuing basis financial data and other information regarding NFS. Without limiting the foregoing, notice of adverse change in the financial condition of NFS or of any other fact which might materially increase the risk of NMHG is also waived. All settlements, compromises, accounts stated and agreed balances made in good faith between NFS, its successors or assigns, and GECC shall be binding upon and shall not affect the liability of NMHG. NMHG waives any and all rights of subrogation until all of the Indebtedness has been indefeasibly paid in full.

As used in this Guaranty, the word “person” shall include any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, or any government or any political subdivision thereof.

This Guaranty is intended by the parties as a final expression of the guaranty of NMHG and is also intended as a complete and exclusive statement of the terms thereof. No course of dealing, course of performance or trade usage, nor any paid evidence of any kind, shall be used to supplement or modify any of the terms hereof. Nor are there any conditions to the full effectiveness of this Guaranty. This Guaranty and each of its provisions may only be waived, modified, varied, released, terminated or surrendered, in whole or in part, by a duly authorized written instrument signed by GECC and NMHG. No failure by GECC to exercise its rights hereunder or any of the Loan Documents shall give rise to any estoppel against GECC, or excuse NMHG from performing hereunder. GECC’s waiver of any right to demand performance hereunder shall not be a waiver of any subsequent or other right to demand performance hereunder.

This Guaranty shall bind NMHG, its successors and assigns, and the benefits hereof shall extend to and include GECC, its

successors and assigns.

This Guaranty shall be construed and enforced in accordance with the laws of the State of New York. Any and all disputes, controversies or claims arising out of, or relating to, this Guaranty shall be determined by arbitration in accordance with the Arbitration Rules of the American Arbitration Association. The number of arbitrators shall be three. One arbitrator each shall be appointed by NMHG and GECC respectively, and the third arbitrator, who shall serve as chairman of the tribunal, shall be appointed by the American Arbitration Association. The place of arbitration shall be New York City. The language of the arbitration shall be English and any arbitral award arising from any arbitration pursuant to this paragraph shall be final and binding upon all parties hereto and no party shall seek recourse to a court of law or other authorities to appeal for revision of such decision or any other ruling of the arbitrator. The cost of the arbitration shall be borne by the party who does not prevail in the arbitration proceeding or as is otherwise decided by the arbitration panel. The question of whether a dispute is governed by this arbitration clause shall itself be determined by arbitration.

NMHG hereby represents and warrants that this Guaranty (i) has been duly authorized, executed and delivered on behalf of

NMHG, (ii) constitutes a valid, legal and binding obligation of NMHG, and (iii) is enforceable against NMHG in accordance with its terms (except to the extent that enforcement of remedies may be limited by any bankruptcy or insolvency proceedings affecting NMHG).

IN WITNESS WHEREOF, this Guaranty is executed the day and year above written.


By:

Name:

Title:

EXHIBIT E


SECOND AMENDED AND RESTATED

ADMINISTRATIVE SERVICES AGREEMENT

THIS SECOND AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT, dated November 21, 2013 (this “ Agreement ”), is by and among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation with offices at 300 East John Carpenter Freeway, Irving, TX 75062 (“ GECC ”), NACCO MATERIALS HANDLING GROUP, INC., a Delaware corporation with offices at 5875 Landerbrook Drive, Mayfield Heights, OH 44124 (“ NMHG ”) and NMHG FINANCIAL SERVICES, INC., a Delaware corporation (“ NFS ”).

BACKGROUND

NMHG is in the business of manufacturing forklift trucks and other equipment, including without limitation, both Yale, Hyster and Utilev brand name equipment (collectively, the “ NMHG Equipment ”) that is sold and distributed by NMHG and by its dealers (“ Dealers ”).



In conjunction therewith, NMHG and GECC have determined to amend and restate that certain Restated and Amended Joint Venture and Shareholders Agreement dated April 15, 1998, as such has been amended from time to time, and certain of the ancillary agreements related to the operation of NFS, including this Agreement.

NOW, THEREFORE, in consideration of the above premises and the mutual promises contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I CERTAIN DEFINITIONS

Section 1.01 Certain Definitions . For purposes of this Agreement, the following terms shall have the following meanings:

(a) “ Account ” shall mean and include any loan, conditional sales contract, lease-purchase arrangement, true lease or any other type of financial accommodation (including, without limitation, any Wholesale Financing) that is provided by or acquired by NFS.

(b) “ Account Documents ” shall mean and include all documentation with respect to any Account.

(c) “ Customer ” shall have the meaning provided in the preamble of this Agreement.

(d) “ Equipment ” shall mean any NMHG Equipment, Allied Equipment or Strategic Equipment on which or in which NFS may have a lien, security interest, title retention interest or ownership interest in connection with any Account.

(e) “ Financing Agreement ” shall mean the Second Amended and Restated Financing Agreement between GECC and NFS dated as of the date of this Agreement.

(f) “ JV Agreements ” shall mean the Shareholders Agreement and all other agreements referenced in paragraph 1(a) of the Shareholders Agreement.

(g) “ Lease ” shall mean and include any Account that is a true lease for federal income tax purposes.

(h) “ Permitted Purposes ” shall mean purposes of facilitating various activities undertaken by either NMHG or GECC in connection with this Agreement, such as pricing, originations and account maintenance and (solely with respect to NMHG) facilitating the performance of NMHG’s obligations under the Remarketing Agreement.

(i) “ Remarketing Agreement ” shall mean the Fourth Amended and Restated Remarketing Services Agreement dated as of the date of this Agreement, by and between NMHG and NFS.

(j) “ Shareholders Agreement ” shall mean that certain Second Amended and Restated Joint Venture and Shareholders Agreement dated as of the date of this Agreement, by and between GECC and NMHG.

(k) “ Systems ” shall mean GECC’s computer systems, including, but not limited to, the computer systems known as NORAD, Leasing Source, Supertrump, Asset Tracker, and Support Central.

(l) “ Wholesale Financing ” shall have the meaning set forth in Section 1(b)(iv) of the Shareholders Agreement.

All capitalized terms not defined herein shall have the same meanings as contained in the

Shareholders Agreement.

Section 1.02 Gender, Etc. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.

ARTICLE II GENERAL UNDERTAKING

Section 2.01 Appointment . Except to the extent otherwise expressly provided in this Agreement or any of the other JV

Agreements, NFS hereby appoints GECC, and GECC hereby agrees to accept such appointment, as the agent of NFS for the purpose of administering the day-to-day operation of the business and affairs of NFS; provided, however, that NFS hereby appoints NMHG to perform certain administrative services for NFS, including without limitation, services related to NMHG dealers, facilitating lease and financing origination activities and remarketing and any other services that NFS requests and NMHG agrees to perform. Without limiting the foregoing, NFS hereby agrees to purchase from GECC, and GECC hereby agrees to provide to NFS, the services more particularly described in this Agreement.

Section 2.02 Powers . Except as may be otherwise expressly provided in this Agreement or any of the other JV Agreements, GECC is hereby granted general exclusive authority to act, and hereby agrees to act, on behalf of NFS, in the name of NFS or GECC, to the extent necessary to carry out its duties under this Agreement. Without limiting the foregoing, GECC is hereby granted specific authority, and hereby assumes the obligation, to: (i) execute, on behalf of NFS, all documents and instruments necessary to perform its duties hereunder; (ii) draw checks, on one or more bank accounts of NFS, to make necessary payments; (iii) receive payments and make collections of monies owing to NFS and deposit such monies in any bank accounts of NFS; (iv) accept any communications on behalf of NFS, including, without limitation, any judicial or administrative writs, notices and process (but GECC will endeavor to promptly forward copies of any of the foregoing to NFS); (v) consult with, and render advice to, NFS concerning the obtaining of all permits, licenses and authorizations that may from time to time be required by NFS and, where necessary, obtain such permits, licenses and authorizations on behalf of NFS; and (vi) cause NFS to borrow money to the extent provided in, and pursuant to, the Financing Agreement or any other financing agreement that may from time to time be approved by the Board of Directors of NFS.

Section 2.03 Advisors . In connection with the performance of GECC’s duties under this Agreement, GECC may retain any outside attorneys, accountants, collection agencies, repossession agencies, corporate services companies, and/or other advisors or agents as GECC may from time to time deem necessary or advisable; provided, however, that GECC shall consult with NMHG if the estimated fee for any such attorney, accountant, agency, company or other advisor as to may mater is estimated to exceed $100,000.00.

Section 2.04 Other Agreements . In discharging its duties under this Agreement, GECC shall use its best efforts to administer the day-to-day operations of NFS in such a manner as to avoid any breach by NFS of its obligations under any of the other JV Agreements.

ARTICLE III

ORIGINATION OF ACCOUNTS

Section 3.01 Pricing and Residuals . GECC, after consultation with NMHG, shall from time to time establish the pricing policies of NFS in a manner that is designed to achieve the profitability criteria set forth in Sections 9 and 31 of the Shareholders Agreement. Subject to those pricing policies, GECC shall, after such consultation with NMHG as GECC may deem necessary or advisable, establish the interest rates, lease rates or finance rates that will be utilized by NFS in connection with its investment in or acquisition of any Account. In connection with any Lease, GECC shall, after consultation with NMHG, establish from time to time the residual value assumptions that will be utilized by NFS with respect to the Equipment to be leased thereunder in a manner that is designed to achieve the profitability criteria set forth in Sections 9 and 31 of the Shareholders Agreement, and is nevertheless reasonably prudent.

Section 3.02 Credit Approvals . With respect to Wholesale Financing, except as may be otherwise agreed in writing by GECC, NMHG and NFS, subject to any approval authorities and in accordance with such credit standards and criteria that may from time to time be required or adopted by the Board of Directors of NFS, NMHG and GECC shall consult and mutually agree on the actions to be taken with respect to Wholesale Financing Accounts. Upon mutual agreement of GECC and NMHG, NMHG shall reject, establish, increase, decrease or terminate credit lines for each Dealer with respect to such Wholesale Financing. With respect to all other Accounts, subject to any approval authorities that may from time to time be required by the Board of Directors of NFS, GECC shall, after such consultation with NMHG as GECC may deem necessary or advisable, approve or reject the credit of any prospective Customer using the same standards that are then being utilized by GECC.

Section 3.03 D ocumentation . GECC shall be responsible for the documentation and negotiation on behalf of NFS of all Account Documents. GECC shall, after consultation with NMHG, from time to time develop and provide to NFS, standard Account Documents. GECC may from time to time request NMHG and/or its Dealers to provide assistance in connection with the negotiation and execution of any Account Documents by a Customer. GECC shall execute all Account Documents on behalf of NFS.

ARTICLE IV MAINTENANCE OF ACCOUNTS

Section 4.01 Documentation . GECC shall electronically store and/or maintain, at such office or offices as may be from time to time designated by GECC, all Account Documents. GECC acknowledges that all such Account Documents shall be and remain the property of NFS however stored and wherever located.

Section 4.02 Billing . GECC shall bill each Customer of NFS with respect to its Account by sending out periodic invoices under GECC’s periodic billing system unless a Customer requests that no invoice(s) be sent or makes other arrangements with GECC not to send invoices to a Customer. GECC shall accept and process all payments received on behalf of NFS and shall deposit such

payments to a bank account for NFS’s credit.

Section 4.03 Collections . GECC shall use its standard collection practices to collect any past due payments that are due to NFS, including but not limited to, automated collections, live collector interface, mail-o-grams and external collection agencies as GECC may deem reasonably necessary or advisable. NMHG shall assist GECC, to the extent deemed necessary or advisable by GECC, in collecting amounts owed by Dealers under any Wholesale Financing Accounts. GECC may, in its sole discretion, waive late charges, arrange deferred payment plans or make other arrangements for payment of past due Accounts. Anything in the preceding sentence to the contrary notwithstanding, so long as (i) the Recourse Agreement shall remain in effect and (ii) there shall be no material adverse condition in NMHG’s financial condition since the date hereof, GECC shall not, without first consulting with NMHG, arrange deferred payment plans or make other arrangements for payment of any past due Wholesale Financing.

Section 4.04 Compliance Monitoring . GECC may from time to time monitor the compliance of the Customers with their obligations under their respective Account Documents, including, but not limited to, monitoring any insurance obligations that the Customers may have under their respective Account Documents. With respect to all Wholesale Financing Accounts, subject to any directives that may from time to time be determined by the Board of Directors of NFS, NMHG shall, after such consultation with GECC as NMHG may deem necessary or advisable, schedule periodic audits, at Dealer premises, of all Equipment subject to Wholesale Financing.

Section 4.05 Repossessions and Dispositions . When, as and if GECC shall deem it appropriate, GECC shall arrange for the recovery of any Equipment which is the subject of an Account that is in default or which has otherwise terminated or expired in a manner which would entitle NFS to possession of the Equipment. Except to the extent that NMHG may be required or requested to perform such services under the Remarketing Agreement, GECC shall arrange the storage, repair and, ultimately, to the extent NMHG is not required or requested to dispose of Equipment under the Remarketing Agreement, for the sale, lease or other disposition of any such Equipment that has been recovered by NFS. Any net proceeds from any such sale, lease or other disposition of the Equipment shall be deposited to a bank account of GECC for the credit of NFS. GECC shall account to the Customer, as may be required by law or the applicable Account Documents, for any surplus resulting from the sale, lease or other disposition of the Equipment.

Section 4.06 Litigation . GECC may, whenever it deems necessary or advisable, retain attorneys and institute legal action on behalf of NFS against any Customer to recover any money or Equipment in connection with any Account or to otherwise enforce any Account Documents. GECC shall consult with NMHG before retaining any attorney on any matter if the estimated fees for such engagement are estimated to exceed $100,000.00. Except as may be otherwise expressly provided in Section 14 of the Shareholders Agreement, GECC shall have sole control of the prosecution, and any settlement of, any such legal action. GECC shall use its own standard for selection of outside attorneys and approval of such attorneys’ fees.

ARTICLE V FINANCIAL MANAGEMENT AND OTHER SERVICES

Section 5.01 Bank Accounts . GECC may open in the name of NFS, maintain and close bank accounts, and sign checks and

other bank documents in the name of NFS as may be necessary to provide the services required under the terms of this Agreement. Additionally, GECC may utilize its own bank accounts to process transactions on behalf of NFS provided that GECC shall properly account for and give credit to any amounts owed to NFS that are deposited in a GECC account.

Section 5.02 Qualifications and Licenses .

(a) Prior to commencing business in any state, GECC shall prepare, make and maintain all filings with such governmental authorities as may from time to time be necessary to enable NFS to become and remain qualified to conduct business as a foreign corporation in such state.

(b) GECC shall prepare and make all filings with such governmental authorities as may from time to time be necessary to enable NFS to become and remain during the term of this Agreement licensed to conduct its business in those states where necessary.

Section 5.03 Books and Records . GECC shall maintain full and accurate books and records of NFS using generally accepted accounting principles, showing all receipts and expenditures, assets and liabilities, profits and losses, provisions and reserves and other records that may be necessary for recording NFS’s business and affairs. The books of NFS shall be maintained on an accrual basis. Such books and records shall be open for inspection and examination by NFS, NMHG and their respective representatives and/or accountants during normal business hours.

Section 5.04 Reports . GECC shall prepare and deliver to NFS the financial statements in accordance with Section 10 of the Shareholders Agreement.

Section 5.05 Tax Returns . GECC shall prepare and file in a timely manner all of NFS’s federal, state and local tax returns. GECC shall provide NFS with copies of all such tax returns that have been prepared on an unconsolidated basis in connection with the taxes of NFS, GECC will endeavor to minimize such taxes to the extent legally permissible; provided, however, that it is understood and agreed that all of the tax matters of NFS will be handled on a basis that is reasonable, proper and consistent with those of GECC. GECC may, but shall not be obligated, to consolidate or combine any federal, state or local tax return of NFS with that of GECC and, possibly, any affiliates of GECC. GECC shall control any audit that may arise in connection with any tax return of NFS, shall decide whether contest procedures are appropriate, and, if so, the manner in which such contest will be prosecuted and/or settled.

Section 5.06 Insurance . In addition to any insurance maintained by the Customers of NFS, GECC may obtain and maintain for NFS any other insurance coverages that may be deemed by GECC to be prudent in view of the perceived risks and hazards associated with the business of NFS.

ARTICLE VI SYSTEM ACCESS AND CONFIDENTIALITY

Section 6.01 System Access . GECC and NFS wish to allow NMHG to have access to the Systems for the Permitted

Purposes, and accordingly, GECC agrees to provide access to the Systems to NMHG for the Permitted Purposes. When accessing the Systems, NMHG agrees to install and utilize all of the following software provided by GECC: Leasing Source, Supertrump, NORAD (via Citrix Metaframe), Asset Tracker and Support Central. NMHG also agrees to use best efforts and to take all reasonable steps to safeguard the Systems to ensure that no unauthorized person shall have access thereto. NMHG acknowledges that the Systems contain valuable confidential information and trade secrets and that unauthorized use is harmful to GECC and NFS. NMHG also agrees to maintain in strict confidence its user identification and corresponding password assigned to it by GECC.

Section 6.02 System Use and Proprietary Rights . When using the Systems, NMHG agrees to access only Accounts. NMHG also acknowledges that the Systems and intellectual property rights therein are the sole property of GECC. Nothing in this Agreement shall be interpreted as granting to NMHG a license under any intellectual property right, including any patent, trademark or copyright of GECC.

Section 6.03 Records . NMHG shall keep accurate and up to date records of all Accounts it has accessed through its connection with the Systems and shall maintain its records in such a manner as to be readily inspected and audited by GECC and NFS.

Section 6.04 Confidentiality . (a) NMHG acknowledges that GECC and NFS have a responsibility to their customers to keep information about such customers and their accounts (“ Customer Information ”) strictly confidential. All material and information supplied by GECC to NMHG via access to the Systems or supplied to a party hereto by GECC’s and/or NFS’s customers, including, but not limited to names or addresses of customers, written comments on the status of the Accounts, and other proprietary technological information, are confidential and proprietary (“ Confidential Information ”). For purposes of this Section 6.04, “ Personal Data ” is any information relating to an identified or identifiable natural person, and “ GECC/NFS Personal Data ” shall include (i) Personal Data obtained by NMHG from GECC and/or NFS; (ii) Personal Data (from whatever source) being Processed (as defined hereafter) by NMHG in connection with the Permitted Purposes; and (iii) Personal Data (from whatever source) pertaining to GECC and/or NFS’s personnel. “ Processing ” of Personal Data shall mean and include any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, accessing, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction. (b) Handling of Confidential Information . Confidential Information shall be used by NMHG solely for the Permitted Purposes. NMHG shall not disclose Confidential Information to any third party, except as otherwise required by law (provided that NMHG shall use commercially reasonable efforts to obtain confidential treatment for the Confidential Information being disclosed). Additionally, NMHG will take commercially reasonable steps to ensure that its officers, directors, shareholders, employees and agents take such action as shall be necessary or advisable to preserve and protect

the confidentiality of Confidential Information. Upon written demand or upon termination of the Shareholders Agreement, NMHG shall return to GECC all Confidential Information in its possession or control. NMHG agrees that the text of this Article VI, and other terms of all related documents are considered proprietary to GECC and NFS and are included within the definition of Confidential Information. (c) Handling of GECC/NFS Personal Data . GECC/NFS Personal Data shall be viewed and Processed only to the extent necessary in connection with the Permitted Purposes or upon GECC’s and/or (as the case may be) NFS’s written instructions. If NMHG will Process any GECC/NFS Personal Data or other customer information that is subject to Title V of the Gramm-Leach-Bliley Financial Services Modernization Act of 1999 and regulations promulgated under that Act (collectively “ GLB ”) or other federal, state, and local laws, rules, regulations, and ordinances governing the privacy and security of customer information (collectively “ Customer Information Privacy Laws ”), NMHG agrees to comply with GLB and other Customer Information Privacy Laws, and to protect and maintain the privacy of such customer information accordingly. Such compliance shall include, but not be limited to, NMHG (i) not disclosing any Customer Information to any third party, except as expressly provided in this Agreement, the Shareholders Agreement, as otherwise directed or authorized in writing by GECC and/or (as the case may be) NFS or as required by law; (ii) ensuring that its employees and subcontractors who obtain or have access to Customer Information comply at all times with the other Customer Information Privacy Laws and the provisions of this Agreement and the Shareholders Agreement regarding the use and protection of Customer Information; and (iii) protecting and maintaining the security of all Customer Information in NMHG’s custody or under NMHG’s control. NMHG shall immediately report to GECC and NFS any unauthorized disclosure or use of or any unauthorized access to any Customer Information in NMHG’s custody or under NMHG’s control. NMHG agrees to keep GECC/NFS Personal Data confidential, and agrees to not disclose GECC/NFS Personal Data to third parties except with the express written approval from GECC and NFS or as required by law. NMHG’s staff shall Process GECC/NFS Personal Data only on a need-to-know basis, in connection with the Permitted Purposes. NMHG shall implement technical and organizational measures to ensure the security and confidentiality of GECC/NFS Personal Data in order to prevent, among other things: (i) accidental, unauthorized or unlawful destruction, alteration, modification or loss of GECC/NFS Personal Data, (ii) accidental, unauthorized or unlawful disclosure or access to GECC/NFS Personal Data, (iii) unlawful forms of Processing. The security measures taken shall be in compliance with applicable data protection regulation and shall be adapted to the risks represented by the Processing and the nature of the GECC/NFS Personal Data to be Processed, having regard to the state of the art and the cost of implementation. NMHG shall immediately inform GECC and NFS of any breach of this security and confidentiality undertaking with respect to Personal Data. (c) Default . Any violation of this Section 6.04 shall constitute a “ Cause ” as defined in Section 14(b) of the Shareholders Agreement between GECC and NMHG. (d) Audits . GECC and/or NFS reserve the right to conduct at any time, subject to a prior written notice and during business hours, an on-site verification of NMHG’s compliance with obligations relating to GECC/NFS Personal Data. NMHG shall provide access to all concerned facilities, equipment and records in order to conduct such verification.

ARTICLE VII REPRESENTATIONS AND WARRANTIES

Section 7.01 Representations by GECC . GECC hereby represents and warrants to the other parties hereto that: (a) GECC is a corporation duly organized. validly existing and in good standing under the laws of the State of Delaware and has (i) all necessary licenses, authorizations, registrations and approvals for purposes of performing GECC’s duties under this Agreement and (ii) full power and authority to carry out its business as it is presently being conducted and as required in order to consummate the transactions contemplated by this Agreement. (b) GECC has the corporate power to enter into this Agreement and to perform its obligations under this Agreement, and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action of GECC, and this Agreement constitutes the legal, valid and enforceable obligation of GECC.

Section 7.02 Representations by NFS . NFS hereby represents and warrants to the other parties hereto that: (a) NFS is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) NFS has the corporate power to enter into this Agreement and to perform its obligations under this Agreement, and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action of NFS, and this Agreement constitutes the legal, valid and enforceable obligation of NFS.

Section 7.03 Representations by NMHG . NMHG hereby represents and warrants to the other parties hereto that: (a) NMHG is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has (i) all necessary licenses, authorizations, registrations and approvals for purposes of performing NMHG’s duties under this Agreement and (ii) full power and authority to carry out its business as it is presently being conducted and as required in order to consummate the transactions contemplated by this Agreement. (b) NMHG has the corporate power to enter into this Agreement and to perform its obligations under this Agreement, and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action of NMHG, and this Agreement constitutes the legal, valid and enforceable obligation of NMHG.

ARTICLE VIII STANDARD OF CARE

Section 8.01 Generally . GECC and NMHG each agrees to use commercially reasonable efforts to perform all of its duties

and obligations under this Agreement with the same standard of care that GECC and NMHG each respectively employs in connection with the management and administration of its own business and affairs and, in connection therewith, will use its commercially reasonable efforts to comply with all applicable laws, regulations and ordinances.

Section 8.02 Judgment . With respect to any service or duty that requires a judgment or decision to be made by GECC or NMHG (as the case may be), GECC and NMHG each agrees to exercise good faith in connection with any such judgment or decision.

Section 8.03 Reliance . GECC and NMHG may each rely, and shall be protected in acting or refraining from acting, upon (i) the opinion or advice of any attorney, accountant or other advisor or (ii) any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent or other paper or document believed in good faith by GECC or NMHG (as the case may be) to be genuine.

Section 8.04 Limitation . ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, TO THE EXTENT THAT GECC AND/OR NMHG HAS COMPLIED WITH THE STANDARD OF CARE DESCRIBED IN SECTIONS 8.01, 8.02 AND 8.03 ABOVE, GECC AND/OR NMHG SHALL HAVE NO LIABILITY WITH RESPECT TO THE PERFORMANCE OF, OR ANY FAILURE TO PERFORM, ANY OF ITS DUTIES OR OBLIGATIONS UNDER THIS AGREEMENT.

ARTICLE IX

INDEMNITIES

Section 9.01 Indemnity by NFS . NFS shall indemnify, defend and hold GECC, NMHG, and their respective parents, subsidiaries and affiliates, as well as the directors, officers and employees of each of such companies, harmless from and against any and all losses, damages, penalties, injuries, claims, actions and suits (including; without limitation, outside attorneys’ fees and legal expenses) of whatsoever kind or nature (collectively “ Losses ”), arising out of or in connection with, directly or indirectly, GECC’s or NMHG’s (as the case may be) provision of, or failure to provide, any service required hereunder, except to the extent that such action or inaction on GECC’s or NMHG’s part was caused by its failure to abide by the standard of care enumerated in Article VIII hereof.

Section 9.02 Indemnity by GECC . GECC shall indemnify, defend and hold NFS, NMHG, and their respective parents, subsidiaries and affiliates, as well as the directors, officers and employees of each of such companies, harmless from and against all Losses arising out of or in connection with, directly or indirectly: (i) any breach by GECC of any of the terms of, or any of its obligations under, this Agreement, but only if, and to the extent that, such breach was caused by GECC’s failure to abide by the standard of care set forth in Article VIII hereof; or (ii) any failure; at any time, of any representation or warranty of GECC in this Agreement to be true and correct in all respects.

Section 9.03 Indemnity by NMHG . NMHG shall indemnify, defend and hold NFS, GECC,

and their respective parents, subsidiaries and affiliates, as well as the directors, officers and employees of each of such companies, harmless from and against all Losses arising out of or in connection with, directly or indirectly: (i) any breach by NMHG of any of the terms of, or any of its obligations under, this Agreement, but only if and to the extent that, such breach was caused by NMHG’s failure to abide by the standard of care set forth in Article VIII hereof; or (ii) any failure, at any time, of any representation or warranty of NMHG in this Agreement to be true and correct in all respects.

ARTICLE X SERVICE FEES

Section 10.01 Administrative Overhead Fee . In consideration of the services provided hereunder, NFS hereby agrees to pay

GECC, from time to time, upon demand, amounts that are intended to compensate GECC for the salary and benefits of all GECC employees that will be assigned to administer the business and affairs of NFS (the “ Administrative Overhead Fee ” ). Notwithstanding any provision to the contrary herein, NMHG agrees that it shall not be entitled to any fees whatsoever for any of the services it has agreed to provide pursuant to the terms hereof.

Section 10.02 Adjustments . GECC shall have the right to adjust the Administrative Overhead Fee from time to time to compensate for salary and benefit increases or decreases for employees.

Section 10.03 Out-Of-Pocket Costs . NFS will reimburse GECC, within five business days of any request therefor, for any Out-Of-Pocket Costs that GECC may incur in connection with the services to be provided by GECC under this Agreement. GECC agrees to use those procedures that it uses for its own account to limit Out-Of-Pocket Costs to amounts which are reasonable and/or necessary to achieve the desired results. For these purposes, Out-Of-Pocket Costs shall mean and include any and all assessments imposed by or on GECC or any successor thereto or any internal assessments made by or on GECC in connection with NFS or its investment portfolio and shall also mean and include any out-of-pocket costs that are incurred by GECC in connection with the performance of any of its duties and obligations under this Agreement (except for any salary and benefits paid to any GECC employees), including, without limitation, any fees, costs and charges paid to any outside attorneys, accountants, collection agencies, repossession agencies, corporate service companies, or any other agents and advisors.

Section 10.04 Past Due Payments . If any payment due under this Article X is not made by NFS to GECC on its due date, then interest shall accrue thereon from its due date until paid in full at a rate equal to the lesser of (i) eighteen percent (18%) per annum or (ii) the maximum rate not prohibited by applicable law. If GECC shall place this Agreement in the hands of any attorneys for collection of any sums due from NFS, NFS hereby agrees to pay all reasonable attorneys’ fees and costs incurred in connection therewith.

ARTICLE XI GENERAL PROVISIONS

Section 11.01 Notices .

(a) Any notice to be given under this Agreement shall be made in writing and shall be deemed to have been duly given upon actual receipt of certified or registered mail, return receipt requested, addressed as set forth below:

(i) If to GECC:

General Electric Capital Corporation 300 East John Carpenter Freeway, Suite 510 Irving, TX 75062 Attention: General Counsel - Vendor Finance

(ii) If to NFS:

NMHG Financial Services, Inc. c/o General Electric Capital Corporation 300 East John Carpenter Freeway, Suite 510 Irving, TX 75062 Attention: General Counsel - Vendor Finance

(iii) If to NMHG:


(b) GECC, NMHG or NFS may change the address to which notice is to be sent by giving notice of such change in conformity with the provisions of this Section.

Section 11.02 Jurisdiction and Arbitration . This Agreement shall be construed and enforced in accordance with the laws of the State of New York. Any and all disputes, controversies or claims arising out of, or relating to, this Agreement shall be determined by arbitration in accordance with the Arbitration Rules of the American Arbitration Association. The number of arbitrators shall be three. One arbitrator each shall be appointed by NMHG and GECC respectively, and the third arbitrator, who shall serve as chairman of the tribunal, shall be appointed by the American Arbitration Association. The place of arbitration shall be New York City. The language of the arbitration shall be English and any arbitral award arising from any arbitration pursuant to this paragraph shall be final and binding upon all parties hereto and no party shall seek recourse to a court of law or other authorities to appeal for revision of such decision or any other ruling of the arbitrator. The cost of the arbitration shall be borne by the party who does not prevail in the arbitration proceeding or as is otherwise decided by the arbitration panel. The question of whether a dispute is governed by this arbitration clause shall itself be determined by arbitration.

Section 11.03 Entire Agreement . This Agreement constitutes the entire understanding and

agreement among the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings, inducements or conditions, with respect thereto, express or implied, oral or written, except as expressly herein contained. This Agreement may not be modified or amended other than by an agreement in writing executed by an authorized representative of each party at a contemporaneous or subsequent date.

Section 11.04 Validity . In the event that all or any portion of any provision of this Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of the remainder of this Agreement.

Section 11.05 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. Anything in the immediately preceding sentence to the contrary notwithstanding, NFS shall not be permitted to assign any of its rights or obligations hereunder. Except as otherwise provided herein or in any of the Other Agreements, neither GECC or NMHG shall, without the consent of the other party (as the case may be), delegate any of its duties hereunder to any entity other than an affiliate of GECC or NMHG (as the case may be). In the case of any delegation to (i) NMHG or GECC or (ii) any other person or entity that was selected by GECC or NMHG (as the case may be) with the standard of care set forth in Article VIII hereof, GECC or NMHG (as the case may be) shall not be liable or otherwise accountable for any act or omission of such delegate.

Section 11.06 Waiver . Neither the failure nor any delay on the part of any party hereto to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or any other right, remedy, power or privilege; nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and signed by the party asserted to have granted such waiver.

Section 11.07 Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

Section 11.08 Headings . The headings of articles and sections in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation.

Section 11.09 Payments . Except as may be otherwise expressly provided in this Agreement, all payments to be made by either party to the other under this Agreement shall be payable upon demand therefor.

Section 11.10 Term and Termination .

(a) Except as otherwise provided in this Section 11.10, this Agreement shall be coterminous with

the term of the Shareholders Agreement.

(b) NFS may terminate this Agreement in the event that GECC or NMHG defaults in the performance of any of its duties hereunder and fails to cure the same within 90 days after written notice thereof.

(c) GECC may terminate this Agreement if (i) NFS or NMHG defaults in the performance at any of its duties hereunder and fails to cure the same within 90 days after written notice thereof, or (ii) at any time GECC fails to own at least eighty percent (80%) of the issued and outstanding shares in any class of the capital stock of NFS.

Section 11.11 Survival . The indemnities contained in Article IX hereof shall survive any expiration or termination of this Agreement.

Section 11.12 Non-Exclusivity . Nothing herein shall be construed so as to restrict GECC from performing the same type or similar services to any other person or entity so long as such activities are consistent with Section 19 of the Shareholders Agreement.

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and delivery this Agreement on the date first above written.

GENERAL ELECTRIC CAPITAL NMHG FINANCIAL SERVICES, INC.

CORPORATION

BY: BY:

TITLE: TITLE:


BY:

TITLE:

EXHIBIT F


SECOND AMENDED AND RESTATED TAX ALLOCATION AGREEMENT

THIS SECOND AMENDED AND RESTATED TAX ALLOCATION AGREEMENT, dated November 21, 2013 (“

Agreement ”), is by and between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation with offices at 300 East John Carpenter Freeway, Irving, TX 75062 (“ GECC ”), and NMHG FINANCIAL SERVICES, INC., a Delaware corporation (“ NFS ”).

BACKGROUND

NACCO Materials Handling Group, Inc. (“ NMHG ”) is in the business of manufacturing forklift trucks and other equipment, including without limitation, Yale, Hyster and Utilev brand name equipment (collectively, the “ NMHG Equipment ” ) which is sold and distributed by NMHG and by its dealers (“ Dealers ”).



In conjunction therewith, NMHG and GECC have determined to amend and restate that certain Restated and Amended Joint Venture and Shareholders Agreement dated April 15, 1998, as such has been amended from time to time, and certain of the ancillary agreements related to the operation of NFS, including this Agreement.

Pursuant to the terms of the Second Amended and Restated Administrative Services Agreement, dated as of the date hereof between GECC and NFS (“ Administrative Services Agreement ”), GECC is responsible for the preparation of all federal, state and local tax returns of NFS and, in the case of state and local tax returns, may, but is not obligated, to consolidate or combine any such return of NFS with that of GECC and, possibly, certain affiliates of GECC (any such group being hereinafter collectively referred to as the “ GECC Consolidated Group ”).

As set forth herein, to the extent that any federal, state or local tax return of NFS is consolidated or combined with that of any GECC Consolidated Group, it is contemplated that NFS

will from time to time pay to GECC the amount of any additional taxes that such GECC Consolidated Group may incur as a result of the inclusion of the results of the operations of NFS in such consolidated or combined return and, conversely, GECC will from time to time pay to NFS any tax savings that such GECC Consolidated Group may be entitled to as a result of the inclusion of the results of the operations of NFS in such consolidated or combined return;

NOW, THEREFORE, in consideration of the above premises and the mutual promises contained herein below, the parties hereto hereby agree as follows:

1. Tax Liabilities . To the extent that the inclusion of NFS’s income, deductions and credits (collectively, “ Tax Items ” ) in a consolidated or combined tax return of any GECC Consolidated Group causes the amount of federal, state and local taxes which such GECC Consolidated Group is required to pay for any year to increase, NFS shall pay, for any such year, GECC an amount equal to the difference between:

(i) The amount of federal, state or local tax which such GECC Consolidated Group owes with the inclusion of

NFS’s Tax Items in such GECC Consolidated Group’s consolidated or combined return for such year; and (ii) The amount of federal, state or local tax which such GECC Consolidated Group would have owed were NFS’s

Tax Items relating to such year excluded from the consolidated or combined return referred to in (i) above. Any such payments shall be paid to GECC on or before the date which is one hundred and eighty (180) days after the date on

which such tax payments (including, without limitation, any estimated tax payments) would have been due to the appropriate taxing authority if NFS had filed federal, state and local tax returns without consolidation or combination with such GECC Consolidated Group.

2. Tax Savings . To the extent that NFS’s Tax Items are included in any GECC Consolidated Group’s consolidated or

combined tax return, GECC shall pay to NFS an amount equal to the amount of any net reduction in the GECC Consolidated Group’s tax liability attributable to the inclusion of NFS’s Tax Items in such GECC Consolidated Group’s consolidated or combined tax return, with such reduction in tax to be calculated in accordance with the methodology described in Section 1 above. Any such payments shall be made by GECC on or before the date which one hundred and eighty (180) days after the date that any such net reduction or tax saving (collectively, “ Tax Savings ”) is realized by such GECC Consolidated Group. For the purposes of this Section 2, any such Tax Savings shall be considered to have been realized by the GECC Consolidated Group on the date on which any payment of tax (including, without limitation, any estimated tax payments) is required to be made, or would otherwise have been due, to the appropriate taxing authority were NFS’s Tax Items not included in the consolidated or combined return of such GECC Consolidated Group.

3. Tax Adjustments . (a) If any adjustment (that results in a final determination of tax liability or overpayment) is made by

any taxing authority to the tax return of any consolidated or combined group of which GECC and NFS are members and such adjustment would have required

a higher payment by NFS under Section 1 above or a lower payment by GECC under Section 2 above, then NFS shall pay to GECC an appropriate supplemental amount to reflect the impact on NFS of such final determination of tax liability or overpayment, plus interest thereon and any penalties with respect thereto, which such taxing authority may charge with respect thereto. (b) Conversely, if any adjustment (that results in a final determination of tax liability or overpayment) is made by a taxing authority to any tax return of any consolidated or combined group of which GECC and NFS are members and such adjustment would have required a lower payment by NFS under Section 1 above or a higher payment by GECC under Section 2 above, then GECC shall pay to NFS an appropriate supplemental amount to reflect the impact on NFS of such final determination of tax liability or overpayment, plus interest thereon in an amount equal to the aggregate amount of interest that would have been paid by the Internal Revenue Service were such reduction in tax to be determined in connection with the filing by NFS of a separate federal tax return. Alternatively, for non-federal tax filings, interest in the previous sentence shall be determined to mean the incremental interest benefit computed as a result of the inclusion of the NFS’s Tax Items in any consolidated or combined non-federal return. In the case of non-federal tax filings, both GECC and NFS will work together to determine the incremental interest benefit stated in the previous sentence using generally accepted methods. If, as a result of the complexity of the calculation, there is a dispute as to the benefit, both GECC and NFS will agree on a nationally recognized accounting firm to determine said incremental interest benefit. (c) Any supplemental payment required by this Section 3, whether by NFS or by GECC, shall be made no later than one hundred and eighty (180) days after the date on which payments are made to, or refunds or credits are received from, the appropriate taxing authority.

4. Method of Calculation . Anything in this Agreement to the contrary notwithstanding, any tax matters that are required or

permitted by applicable law to be determined on a consolidated or combined basis shall be determined on the basis of the applicable GECC Consolidated Group position for purposes of the computation of any payment due from or to NFS under Section 1, 2, or 3 above.

5. Contests . In connection with any proposed adjustment to any consolidated or combined tax return which includes NFS

and GECC as members thereof, GECC agrees to exercise in good faith its best efforts to minimize the tax liability of NFS; provided , however , that any decision to contest or otherwise oppose any such adjustment shall be controlled solely by the Tax Counsel of the parent company of the applicable GECC Consolidated Group on the basis of what is reasonable, proper and consistent with the overall tax interests of such GECC Consolidated Group.

6. Further Cooperation . The parties hereto agree to take such further action and to execute such further documents or

instruments which may be necessary or appropriate to complete or give effect to the transactions contemplated hereby. 7. Jurisdiction and Arbitration . This Agreement shall be construed and enforced in accordance with the laws of the State

of New York. Any and all disputes, controversies or claims arising out of, or relating to, this Agreement shall be determined by arbitration in accordance with the Arbitration Rules of the American Arbitration Association. The number of arbitrators shall be three. One arbitrator each shall be appointed by the minority shareholder of NFS and GECC

respectively, and the third arbitrator, who shall serve as chairman of the tribunal, shall be appointed by the American Arbitration Association. The place of arbitration shall be New York City. The language of the arbitration shall be English and any arbitral award arising from any arbitration pursuant to this paragraph shall be final and binding upon all parties hereto and no party shall seek recourse to a court of law or other authorities to appeal for revision of such decision or any other ruling of the arbitrator. The cost of the arbitration shall be borne by the party who does not prevail in the arbitration proceeding or as is otherwise decided by the arbitration panel. The question of whether a dispute is governed by this arbitration clause shall itself be determined by arbitration.

8. Headings . The headings of the sections of this Agreement have been inserted for convenience of reference only and

shall in no way restrict or otherwise modify any of the terms or provisions hereof. 9. Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed shall

be deemed an original, and such counterparts together shall constitute and be one and the same instrument. 10. Duration . This Agreement shall terminate upon any expiration or termination of the Second Amended and Restated

Joint Venture and Shareholders Agreement between GECC and NMHG dated as of the date hereof, provided, however, that the provisions of Sections 1, 2, 3 and 4 shall survive any such termination with respect to taxes for any period prior to such termination.

11. Prior Agreement . This Agreement shall supersede and replace the Original Tax Agreement from and after the date

hereof; provided however, that Section 3 of the Original Tax Agreement shall remain operative with respect to all applicable taxable years or periods which precede the date of this Agreement.

12. Entire Agreement . This Agreement constitutes the entire agreement with respect to the subject matter hereof, and

shall, except as provided in Section 11 above, supersede all prior understandings (whether written, verbal or implied) with respect thereto. Neither this Agreement nor an of the terms hereof may be amended, supplemented, waived or modified orally, but only by an instrument in writing signed by the party against which enforcement of such changes is sought.

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this Agreement on the date first above written. GENERAL ELECTRIC CAPITAL NMHG FINANCIAL SERVICES, INC.

CORPORATION

BY: BY:

TITLE: TITLE:

EXHIBIT G


FOURTH AMENDED AND RESTATED

REMARKETING SERVICES AGREEMENT

THIS FOURTH AMENDED AND RESTATED REMARKETING SERVICES AGREEMENT (this “Agreement”), dated as of November ___, 2013 (the “Restatement Effective Date”), is by and between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation with offices at 300 East John Carpenter Freeway, Irving, TX 75062 (“GECC”), NACCO MATERIALS HANDLING GROUP, INC., a Delaware corporation with offices at 5875 Landerbrook Drive, Mayfield Heights, OH 44124 (“NMHG”) and NMHG FINANCIAL SERVICES, INC., a Delaware corporation with offices at 300 East John Carpenter Freeway, Irving, TX 75062 (“NFS”).

BACKGROUND

NMHG is in the business of manufacturing forklift trucks and other equipment, including without limitation, both Yale, Hyster and Utilev brand name equipment (collectively, the “NMHG Equipment”) that is sold and distributed by NMHG and by its dealers (“Dealers”).

GECC is in the business of, among other things, providing financing on equipment similar to the NMHG Equipment.

NMHG and GECC have now determined to revise the nature of their relationship to best provide certain types of financing to the Dealers and to the customers of NMHG and the Dealers (“Customers”) for (i) all types and brands of NMHG Equipment, (ii) certain other equipment sold by Dealers (“Allied Equipment”) and (iii) equipment sold by non-Dealers to certain Customers deemed by NMHG to be strategic customers (“Strategic Equipment”) and (iv) other forms of financing either expressly sanctioned in the By-Laws of the Corporation or as approved by the Corporation’s Board of Directors.

In conjunction therewith, NMHG, GECC and NFS have determined to amend and restate that certain Amended and Restated Joint Venture and Shareholders Agreement dated April 15, 1998, as such has been amended from time to time (to be amended, restated, modified, supplemented and extended from time to time, including that certain Second Amended and Restated Joint Venture and Shareholders Agreement dated as the date hereof, the “Shareholder’s Agreement”) and certain of the ancillary agreements related to the operation of NFS, including without limitation, that certain Remarketing and Services Agreement dated as of November 8, 1989, as restated and amended by Restated and Amended Remarketing Services Agreement dated October 21, 1998, Second Restated and Amended Remarketing Services Agreement dated November 23, 2005 and Third Restated and Amended Remarketing Services Agreement dated July 1, 2008 (as further amended the “Original Remarketing Agreement”). Therefore, this Fourth Amended and Restated Remarketing Services Agreement amends and restates the Original Remarketing Agreement and sets forth the terms and conditions on which NMHG will continue to provide Remarketing Services for the Equipment.

NOW, THEREFORE, in consideration of the above premises and the mutual promises contained herein, as well as other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I CERTAIN DEFINITIONS

1. Certain Definitions . For purposes of this Agreement, the following terms shall have the following meanings, and all capitalized terms not defined herein shall have the same meanings as contained in the Shareholder’s

Agreement.

(a) “Affiliate” shall mean, with respect to any Person, any other Person that controls, is controlled by, or under common control

with, such Person.

(b) “Anti-Money Laundering Laws and Regulations” means federal and state anti-money laundering laws and regulations, including, but not limited to, 18 U.S.C. Sections 1956 and 1957 and Cash Transaction Reporting Requirements.

(c) “Applicable Laws” shall mean all federal, state and local statutes, ordinances, laws, rules and regulations, and executive orders, and all injunctions and orders of any court or other governmental body applicable to the Remarketing Services being provided hereunder, including but not limited to, the uniform commercial code as amended and as in effect in the applicable state, Anti-Money Laundering Laws and Regulations, OFAC Laws and Regulations, Export Controls and customs laws and regulations, health and safety laws and regulations and Environmental Laws.

(d) “Business Day” shall mean and include any calendar day other than a Saturday, Sunday or other day on which the commercial

banks in New York, New York are authorized or required to be closed.

(e) “Cash Transaction Reporting Requirements” means federal and state requirements to report cash transactions, including 26 U.S.C. Section 6050I and 31 U.S.C. Section 5331 and their implementing regulations.

(f) “Casualty” shall mean, with respect to any Equipment, the loss, theft, condemnation, or destruction of, or irreparable damage to, such Equipment.

(g) “Default” shall mean the occurrence, under any Lease Transaction, Lease Finance Transaction, Loan Transaction or Re-lease Transaction, of any event or events which upon occurrence (subject to any required notice requirement and opportunity to cure) allow NFS to exercise its remedies under such Lease Transaction, Lease Finance Transaction, Loan Transaction or Re-lease Transaction.

(h) “Defaulted Lease Transaction” shall mean any Lease Transaction subject to a Default.

(i) “Defaulted Lease Finance Transaction” shall mean any Lease Finance Transaction subject to a Default.

(j) “Defaulted Loan Transaction” shall mean any Loan Transaction subject to a Default.

(k) “Defaulted Re-lease Transaction” shall mean any Re-lease Transaction subject to a Default.

(l) “Defaulted Transaction” shall mean any Defaulted Lease Transaction, Defaulted Lease Finance Transaction, Defaulted Loan Transaction or Defaulted Re-lease Transaction.

(m) “Displaced Lease Finance Transaction” shall mean a Lease Finance Transaction where either NMHG, the Dealer or the

applicable Customer has a stated fixed price purchase option at the end of the term of such Lease Finance Transaction, but fails to exercise that option.

(n) “Disposition” shall mean the consummation (on or after the Effective Date) of a sale (determined as of the corresponding Sale Date) or Re-lease Transaction (determined as of the corresponding Re-lease Date) of Equipment pursuant to this Agreement as reflected in the GE Portfolio Management System. A Disposition must include all MTM Renewal revenue.

(o) “Effective Date” shall mean January 1, 2008.

(p) “Equipment” shall mean and include any NMHG Equipment, Allied Equipment or Strategic Equipment that is subject to a Lease

Transaction, Lease Finance Transaction, Loan Transaction or Re-lease Transaction.

(q) “Environmental Laws” shall mean all applicable federal, state and local environmental and hazardous waste laws and regulations, including, without limitation, laws and regulations relating to the management, transportation and disposal of wastes and hazardous materials.

(r) “Export Controls” means export laws, regulations, and controls administered by the Bureau of Industry and Security including, but not limited to, the Export Administration Regulations.

(s) “Expiration Date” shall mean, with respect to any Lease Transaction, Lease Finance Transaction, Loan Transaction or Re-lease Transaction, the originally scheduled expiration of such Lease Transaction, Lease Finance Transaction, Loan Transaction or, as applicable, Re-Lease Transaction.

(t) “Exclusive Period” shall mean, with respect to any unit of Equipment, a period of one hundred and eighty (180) days from the date that such unit is made available for sale to NMHG under this Agreement following the expiration or termination of any Lease Transaction or Re-Lease Transaction or (if expiration or termination due to a Default) a Lease Finance Transaction or Loan Transaction.

(u) “GE Portfolio Management System” shall mean, the system utilized by GECC on behalf of NFS to record and track financial,

accounting, tax and other data and activities arising out of or otherwise relating to the portfolio of financial transactions originated or otherwise acquired by NFS; and “GE Remarketing Management System” shall mean, a system to be operationalized and utilized by GECC on behalf of NFS to (among other things) record and track remarketing data and activities of Remarking Services Inventory, and for NMHG to systematically submit to NFS requests for review and receive decisions by NFS, of bids for the Disposition of Equipment pursuant to the provisions set forth in Section 2.8(a) hereof.

(v) “Lease Transaction” shall mean any lease of Equipment where NFS is the lessor (whether directly or as assignee) and is

accounting for such lease as a true lease for federal income tax purposes.

(w) “Lease Finance Transaction” shall mean any lease of Equipment where NFS is the lessor (whether directly or as assignee) and is not accounting for such lease as a true lease for federal income tax purposes and for avoidance of doubt, shall include, but not be limited to any nominal purchase option transactions and any transactions where NMHG or any Dealer has guaranteed to purchase the Equipment at the end of the term or has an option to do so for an amount less than the Equipment’s then fair market value.

(x) “Lease Documentation” shall mean and include all documentation evidencing either a Lease Transaction, a Re-lease Transaction, or a Lease Finance Transaction.

(y) “Legally Available” shall mean with respect to Equipment subject to a Defaulted Transaction: (i) NFS’s physical possession of the Equipment, or (ii) a writ of replevin, order, seizure or the equivalent with respect to the Equipment or against the Customer has been issued to NFS, or (iii) the Customer has agreed to surrender voluntarily and peacefully to NFS (or NFS’s designee) possession of the Equipment.

(z) “Loan Documentation” shall mean and include all documentation evidencing a Loan Transaction.

(aa) “Loan Transaction” shall mean any financing of Equipment where NFS is the lender and secured party of the Equipment (whether directly or as assignee) and the applicable Customer is the borrower and owner of the Equipment.

(ab) “Minimum Authorized Disposition Price” shall mean, with respect to any item of Equipment, an amount not to be less than the approved threshold amounts set forth in the Remarketing Approval Guidelines

delegated by Senior Risk Management of NFS to Remarketing Managers or Remarketing Representatives of NMHG, which are set forth in Annex A attached hereto and subject to change by Senior Risk Management of NFS from time to time that will be communicated by NFS to NMHG in writing and effective as of the date of such written communication.

(ac) “Minimum Return Condition” shall mean, with respect to any Equipment, the minimum condition in which such Equipment

must be returned according to the provisions of the related Lease Documentation.

(ad) “OFAC” shall mean the Department of the Treasury, Office of Foreign Assets Control.

(ae) “OFAC Laws and Regulations” shall mean any authorizing statute, enabling legislation, executive order and/or regulation administered by OFAC, including economic and trade sanctions on certain countries and governments and on specially-designated persons and entities.

(af) “OFAC List” shall mean the List of Specially Designated Nationals and Blocked Persons maintained by OFAC, and/or on any other similar list maintained by OFAC pursuant to any OFAC Laws and Regulations; the Annex to Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), any related enabling legislation or any other similar executive orders; a “Designated National” as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515 (“Cuban Designated Nationals”); and any subsequent or similar list of persons or entities with whom transactions or dealings are restricted.

(ag) “Person” shall mean and include any individual corporation, partnership, trust, association, or other entity of any kind

whatsoever (including, without limitation, governmental entities).

(ah) “Reimbursable Repair Amounts” shall have the meaning given to that term in Section 2.4 of this Agreement.

(ai) “Re-lease Date” shall mean the corresponding commencement date of a Re--lease Transaction.

(aj) “Re-lease Transaction” shall mean and include, with respect to any Lease Transaction, any agreed upon fixed term extension or renewal of such Lease Transaction with the existing Customer or any other written lease of the Equipment by NFS as lessor (with either the existing Customer or any third party lessee or borrower) following the expiration or termination of such Lease Transaction. A Re-lease Transaction does not include any MTM Renewal.

(ak) “Remarketing Services” shall have the meaning provided in Section 2.1 of this Agreement.

(al) “Remarketing Services Inventory” shall mean at any given time, the inventory of all Equipment for which Remarketing Services

are then being provided.

(am) “Required Repairs” shall have the meaning provided in Section 2.3(a) of this Agreement.

(an) “Syndicated Transaction” shall mean a Lease Transaction, Lease Finance Transaction, Loan Transaction or Re-Lease Transaction which is sold by NFS to a third party purchaser.

(ao) “Termination Date” shall mean, with respect to any Lease Transaction, Lease Finance Transaction, Loan Transaction or Re-

lease Transaction that is terminated prior to its Expiration Date, the date on which such Lease Transaction, Lease Finance Transaction, Loan Transaction or Re-lease Transaction is terminated.

(ap) “Type” shall mean, with respect to NMHG monthly reporting, the structure for the financial instrument used by the Customer.

(FMV, GPO, FPO, etc). 1.2. Generally . The definitions contained in this Agreement shall be equally applicable to the singular and plural forms of the terms defined herein.

ARTICLE II REMARKETING SERVICES

2.1 Appointment .

(a) Except as otherwise provided below, for all Equipment (other than Equipment subject to a Syndicated Transaction) leased or otherwise financed by NFS under any Lease Transaction, Re-lease Transaction, Loan Transaction or Lease Finance Transaction (including any Defaulted Transaction), NFS hereby appoints NMHG as its remarketing supplier to provide, and NMHG hereby agrees to provide, Remarketing Services (as defined below) to NFS in connection with such Equipment. Such appointment shall be on an exclusive basis with respect to all such Equipment (other than Equipment subject to a Syndicated Transaction), for the Exclusive Period.

(b) As used in this Agreement, the phrase “Remarketing Services” shall mean and include (i) providing remarketing activity information under

Section 2.2 below, (ii) providing inspection and abuse billing services under Section 2.3 below, (iii) providing repair services under Section 2.4 below, (iv) storing the Equipment in accordance with Section 2.5 below, (v) assisting in arranging for insurance coverage on the Equipment while in storage in accordance with Section 2.6 below, (vi) providing information concerning the estimated fair market value and/or fair market rental value of the Equipment in accordance with Section 2.7 below, and (vii) using best efforts to assist NFS in the sale or re-lease of the Equipment as provided in Section 2.8 below. In addition to the Remarketing Services set forth in the preceding sentence, NMHG shall, on behalf of NFS, bill for the Disposition of Equipment subject to a sale by generating invoices from NFS’s business system with invoicing capability (with all proceeds to be sent directly to the lockbox established by NFS for such purposes, or to such other location as NFS may specify in writing) and upon NFS’s request after NFS’s attempt to collect for unpaid proceeds, assume ongoing collection efforts for such unpaid proceeds. All proceeds from any Disposition subject to a Re-lease Transaction shall be billed and collected directly by NFS or by GECC on behalf of NFS. Nonetheless, if NMHG directly receives any proceeds from any Disposition, such proceeds shall be remitted to NFS within five (5) Business Days of receipt. Notwithstanding anything in this Section 2.1 or elsewhere in this Agreement to the contrary, NFS and NMHG agree that any remarketing services and any payments for such services relating to any Syndicated Transaction will be addressed outside of this Agreement by either NFS and/or NMHG entering into a separate remarketing agreement with the corresponding third party purchaser of such transaction, containing such terms as the parties thereto may from time to time agree upon. 2.2 Remarketing Activity .

(a) Remarketing Activity Tracking . NMHG shall enter accurate and complete information in a timely manner into NFS’s remarketing system to enable reliable and consistent weekly reporting of the Remarketing Services Inventory, which information shall include but not limited to: (i) Equipment status (e.g., Equipment receipt data, date that such Equipment is available for sale, and Sale Date); (ii) Equipment location and condition, to the extent not previously provided pursuant to Section 2.3 below); and (iii) listing of Equipment on NFS’s Asset Seller Website.

(b) Audits and Inspections by NFS . During the performance of Remarketing Services and other obligations hereunder by NMHG and/or its Dealers, NFS may at all reasonable times, after giving NMHG and/or its Dealers reasonable prior written notice thereof, inspect and audit any Equipment, any Remarketing Services and others obligations being performed by NMHG and/or its Dealers hereunder, and such system, books and records of NMHG and/or its Dealers as are directly relevant to any Equipment or related Remarketing Services, in each case by physical audits and inspections, site visits, via online and/or other inspection and audit processes and methods, as NFS may deem appropriate. 2.3 Equipment Inspection and Abuse Billing Services .

(a) Upon the expiration or termination of any Lease Transaction, Lease Finance Transaction, Loan Transaction or Re-lease Transaction, NMHG shall cause the Dealer to inspect, at the Dealer’s sole costs and expense, the Equipment leased thereunder and provide NFS with a written report describing in reasonable detail any maintenance or repairs that are necessary to put such Equipment into its Minimum Return Condition (“Required Repairs”), to include a representative selection of photos as directed by the NMHG remarketing team, and upon NFS’s request, the estimated cost of such Required Repairs and the amount of any corresponding excess usage charges payable by the Customer in connection with the Equipment. NMHG remarketing team, upon evaluating the inspection reports of returned units, will direct the Customer and Dealer regarding what repairs and/or overtime or abuse billings will be required. From time to time NMHG and/or NFS may agree to utilize independent third parties other than Dealers to inspect the Equipment and report on Required Repairs. The cost of any such inspections shall be for the account of and payable by NFS. NMHG shall, on behalf of NFS bill the Customer for, and use commercially reasonable efforts to collect from the Customer, the estimated cost of any such Required Repairs and (as the case may be) excess usage charges using he NFS business system. NMHG may also recommend any other maintenance or repairs which NMHG may deem to be advisable in connection with readying the Equipment for a Disposition and shall estimate the cost of such maintenance or repairs.

(b) In addition, if and when requested by NFS, NMHG shall audit and inspect any Equipment on behalf of NFS during the term of the related Lease

Transaction, Lease Finance Transaction, Loan Transaction or Re-lease Transaction. In connection therewith, NMHG shall report in writing to NFS (i) whether all Equipment is located at the equipment location specified in the related Lease Documentation or Loan Documentation and (ii) as to any Required Repairs. If there are any Required Repairs, NMHG will, on behalf of NFS, use commercially reasonable efforts to cause the Customer to perform the same as soon as possible. NMHG and NFS shall from time to time agree upon a reasonable fee and cost reimbursement that NMHG would receive in connection with any services provided under this Section 2.3(b).

(c) For each Defaulted Transaction, NFS shall be responsible for making the Equipment Legally Available to NMHG. (d) In connection with the

delivery of the Remarketing Services under this Agreement, NMHG shall comply in all material respects, and shall use commercially reasonable efforts to cause all persons engaged by NMHG to provide Remarketing Services hereunder, to comply in all material respects with all Environmental Laws. 2.4 Repair Services . If and only if requested by NFS, NMHG shall perform, or cause to be performed, any Required Repairs and other maintenance repairs that may be advisable to ready such Equipment for Disposition. With respect to any such maintenance or repairs that are performed by NMHG itself, NFS shall reimburse NMHG for its actual costs (parts and labor) incurred in connection with such maintenance or repairs. Any maintenance or repairs that are performed by a Person other than NMHG shall require the prior consent of NFS and, if consented to by NFS, NFS shall reimburse NMHG for the amount of any invoice provided by such other Person. Any amounts required to be paid or reimbursed by NFS under this Section 2.4 with respect to an item of Equipment shall be deemed “Reimbursable Repair Amounts”. 2.5 Storage .

(a) NMHG or its delegate shall, at NMHG’s sole cost and expense (unless otherwise agreed to between NMHG and NFS for situations where the Customer returns more than 20 units of Equipment at once to a single location), store any Equipment that is returned to NFS following the expiration or termination of the related Lease Transaction, Lease Finance Transaction or Re-lease Transaction, (including any Defaulted Transaction where NFS has made the Equipment Legally Available). All such Equipment shall be (i) stored in a secure and commercially reasonable manner (ii) available for inspection and testing by NFS, its agents and employees, any prospective purchaser and any prospective lessee during regular business hours, and (iii) kept free and clear of all liens, claims and encumbrances arising by, through or under NMHG or its delegate.

(b) During such storage, all risk of loss or damage to the Equipment shall be borne by NFS, except that NMHG shall be solely responsible for (i) any

loss or damage to the Equipment that may be caused by any failure by NMHG or its delegate to use reasonable care as custodian of such Equipment, and (ii) any liens, claims and/or encumbrances on the Equipment arising by, through or under NMHG or its delegate. If and when NMHG makes

payment in full to NFS for any claim that NFS may have against NMHG’s delegate, NMHG shall automatically be subrogated to NFS’s claim against such delegate and NFS will transfer and assign all its right, title and interest in such claim to NMHG on an “AS IS, WHERE IS” basis without recourse or warranty of any kind whatsoever, express or implied, by NFS. 2.6 Insurance Coverage . If and only if requested by NFS, NMHG shall assist NFS in obtaining casualty insurance and/or liability insurance with respect to any Equipment while in storage under Section 2.5 hereinabove. The premiums on such insurance shall be borne solely by NFS. 2.7 Valuation Estimates . From time to time, upon any request of NFS, NMHG shall (or cause its Dealers to), at its or Dealer’s own cost and expense, provide NFS with estimates of the fair market value and/or fair rental value of the Equipment in the Remarketing Services Inventory. 2.8 Re-lease and Remarketing Sales .

(a) Re-lease and Remarketing Sales . Upon the expiration, termination or Default (provided NFS has made the Equipment Legally Available) of any Lease Transaction, Displaced Lease Finance Transaction, Defaulted Lease Finance Transaction, Defaulted Loan Transaction or Re-lease Transaction, NMHG shall, at its sole cost and expense, use its best efforts to arrange on behalf of NFS for the Disposition of all such Equipment at the best possible price or rental that is obtainable in an effort to, as the case may be, maximize to the greatest extent possible the profit of NFS in connection therewith. In this regard, NMHG shall solicit bids for the Disposition of the Equipment, as a unit or in parcels, and shall (but only to the extent when the GE Remarketing Management System has been operationalized and activated with functionalities reasonably satisfactory to NMHG): (i) proceed with the Disposition if the Gross Sale Proceeds or Gross Re-lease Proceeds of any such Disposition is equal to or exceeds the Minimum Authorized Disposition Price, in each case subject to the other provisions of this Section 2.8; or (ii) notify NFS promptly upon receipt of such bid (and not accept or commit to accept such bid) if the Gross Sale Proceeds or Gross Re-lease Proceeds of any such Disposition is less than the Minimum Authorized Disposition Price, and anything in the foregoing to the contrary notwithstanding, NFS may accept or reject any such bid within its sole discretion (subject only to any rights or options given to a Customer under such Customer’s Lease Documentation or Loan Documentation); and if NFS rejects any such bid, NMHG shall continue to use its best efforts to arrange for the Disposition of the Equipment as hereinabove provided. For each Disposition, (1) NFS shall have the right to terminate any further business relationship with a Dealer if such Dealer is in payment default to NFS and such default shall remain uncured to NFS’s satisfaction for more than ninety (90) days; (2) NFS shall execute any sale or lease documentation on its own behalf. UNLESS OTHERWISE SPECIFIED BY NFS, ANY DISPOSITION OF THE EQUIPMENT SHALL BE ON AN “AS IS, WHERE IS” BASIS WITHOUT RECOURSE OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, BY NFS; and (3) if the Disposition is to a purchaser that is not then a Dealer of NMHG, such Disposition must be paid in immediately available funds at the time of sale and NMHG may not offer any payment terms to such purchaser without the prior written approval of NFS.

(b) No Sale of System to OFAC-Sanctioned Countries or Persons on the OFAC List . NMHG shall not directly or indirectly sell any Equipment to

or receive payments or remittances for any Equipment from any person or entity that is an OFAC-sanctioned country, government, national, or resident or any person or entity that is listed, or that owns a controlling interest in or is otherwise controlled by a person or entity that is listed, on the OFAC List.

(c) No Sale of System in Violation of Applicable Law or Where Suspicions of Money Laundering . As between NFS and NMHG, NMHG shall not accept any offer for any Equipment, re-lease or sell any Equipment, or accept any remittance for any Equipment if NMHG knows, suspects or has reason to suspect that such re-lease or sale may involve the proceeds of criminal activity, that such remittance may be intended to avoid Currency Transaction Reporting Requirements, and/or that such re-lease or sale or remittance may otherwise violate any Applicable Law.

(d) Export Licenses . As between NFS and NMHG, NMHG is solely responsible for complying with Export Controls for sales of each Equipment, including obtaining any appropriate export licenses for any Equipment that will be exported directly or indirectly by NMHG, and for ensuring that appropriate export licenses will be obtained for any Equipment that NMHG knows or has reason to know will be exported by any purchaser.

(e) Equipment Integrity . NMHG shall not misrepresent, mislabel, misappropriate, and/or mischaracterize the functionality, capability, certificate of authority, or licensing rights associated with any piece of any Equipment and any related component, peripheral, attachment, accessory, or option, whether reconfigured or not.

ARTICLE III REMARKETING COMMISSION

3.1 Disposition and Remarketing Commission Reports . NFS will (a) by the fifth (5th) Business Day of each month, obtain a report from NMHG identifying each Disposition from the Existing Portfolio or provide a report to NMHG identifying each Disposition from the New Portfolio, that is eligible for a Remarketing Commission that had a Sale Date or Re-Lease Date in the prior month; and (b) pay NMHG such aggregated monthly Remarketing Commission within the timeframe specified in Annex B to this Agreement. 3.2 Remarketing Commission . Subject to other applicable provisions of this Agreement, for Qualifying Dispositions of Equipment subject to a Lease Transaction, Lease Finance Transaction, Loan Transaction or Re-Lease Transaction from the Existing Portfolio or New Portfolio (as applicable), as compensation for providing the Remarketing Services to NFS, NMHG shall be entitled to, upon the Disposition of any such unit of Equipment (other than Equipment subject to a Syndicated Transaction), the applicable Remarketing Commission equal to the applicable percentage listed in Annex B of the Gross Sales or (as applicable) Gross Re-lease Revenue earned from such Dispositions. 3.3 Residual Realization Review Triggers .

(a) Each of the following events shall constitute a “Residual Realization Review Trigger”: (i) Any Monthly Residual Realization Calculation or YTD Residual Realization Calculation (as the case may be) or calculation of an Annual Residual Realization indicating an Annual Residual Realization Percentage for such period below 105%; or (ii) the Booked Residuals for all Remarketing Services Inventory that has been in inventory for 120 days or more exceeds 25% of the total Booked Residuals for all Remarketing Services Inventory then in inventory.

(b) Upon the occurrence of a Residual Realization Review Trigger, NFS or NMHG can require that a meeting take place between representatives of the parties designated by NFS Board of Directors to provide their respective input. Such meeting may be held in person or by phone, but must take place within 15 days of the request being made by NFS or NMHG (unless NFS and NMHG agree to an extension of such time).

(c) The purpose of such a meeting will be to determine what (if any) action needs to be taken to address the potential adverse impact on anticipated residual realizations given the occurrence of a Residual Realization Review Trigger.

(d) If the parties are unable to mutually agree upon the implementation of measures designed to preserve the anticipated residual realizations, each party reserves the right, upon 90-day advance written notice to the other party, to terminate this Agreement and in such event NFS may contract with GECC, an affiliate of GECC, or a third party otherwise acceptable to NFS, to provide remarketing support for the Equipment,

ARTICLE IV NATURE OF AGREEMENT AND TERM

4.1 Scope of Authority . Except as expressly authorized hereunder or otherwise agreed in writing between the parties, NMHG agrees and understands that it shall have no power or authority to bind NFS in any way hereunder or to take any action contrary to those actions expressly authorized hereunder, or make representations, promises, agreements or commitments for or on behalf of NFS. 4.2 Nature of Agreement . This Agreement is a service contract only. It is expressly understood and agreed that at no time will this Agreement be deemed to create any partnership or other relationship between NMHG and NFS other than that of NMHG acting as an independent contractor and limited representative for NFS as set forth herein. No

universal or general power of agency or attorney has been created hereunder. Except as otherwise expressly permitted by Section 2.4 and Section 2.5 of this Agreement or as authorized in writing by NFS, in no event shall the NMHG delegate any of its duties under this Agreement to any other party. 4.3 Limited Exclusive Relationship . Except to the extent otherwise provided in this Agreement, the relationship set forth herein is non-exclusive. NMHG’s customers shall have the option to purchase or lease the Equipment from NFS or not. There shall be no restriction on NFS’s or NMHG’s independent business judgment, including but not limited to decisions regarding selection of prospective purchasers or lessees, pricing, marketing or credit decisions. After the Exclusive Period for any Equipment, NFS reserves the right to sell or lease such Equipment to any purchaser or lessee found by NFS or by any other remarketing agent used by NFS. 4.4 Term . Subject to earlier termination under Section 3.3(d) above and Section 4.5 below, the term of this Agreement shall be co-terminous with the term of the Shareholder’s Agreement. Notwithstanding any expiration or termination of this Agreement (except for a termination under Section 3.3(d) above and Section 4.5 below), the rights and obligations of the parties under this Agreement shall survive such expiration or termination as to all Equipment under Lease Transactions, Lease Finance Transactions, Loan Transactions or Re-lease Transactions at the time of such expiration or termination, including without limitation, NMHG’s right to receive all Remarketing Commission earned by it prior to such expiration or termination. 4.5 Non-Performance . Either party shall have the right to terminate this Agreement at any time after 30 days prior written notice to the other party if the other party (or in the case of NMHG, its Dealer) (i) materially fails to perform any services in the time and manner required hereunder or (ii) otherwise is in material default under this Agreement and has not cured the failure to perform or material default within such 30 day notice period. Notwithstanding any other provisions of this Agreement that may be to the contrary, upon any such termination pursuant to the preceding sentence, neither party shall have any further rights or obligations under this Agreement as to any Equipment (regardless of whether the same is under a Lease Transaction, Lease Finance Transaction, Loan Transaction or Re-lease Transaction at the time of such termination). 4.6. Books and Records . By its signature below, GECC acknowledges that the services it is providing to NFS under this Agreement shall be deemed part of the services being provided to NFS by GECC under the Administrative Services Agreement. GECC acknowledges that it will maintain books and records on the activities it undertakes for NFS under this Agreement and permit access to such books and records for inspection and examination by NFS and NMHG and their respective representatives and/or accountants during normal business hours, all as specified in Article V-A of the Administrative Services Agreement. 4.7 Title to Equipment . Title to and ownership of any Equipment by NFS shall not be modified by this Agreement. NMHG acknowledges that it has no right, title or interest in or to the Equipment or the proceeds of any sale, lease or other disposition thereof. The Equipment is delivered to NMHG on consignment only. NMHG agrees, upon NFS’s request, to execute, and to cause any of its delegates to execute, any financing statements, notice to creditors or other instrument deemed by NFS to be necessary or expedient for filing, recording or otherwise protecting the interest of NFS in the Equipment or its proceeds. 4.8 Waiver of Liens . To the extent that NMHG may have a statutory, common law or other right or interest in or lien upon any of the Equipment or its proceeds for storage, labor, maintenance, repair or otherwise, it hereby releases and waives such right, interest or lien and agrees to look only to its rights as a general, unsecured creditor of NFS for compensation for performing the services provided under this Agreement, and not to the Equipment or its proceeds.

ARTICLE V INDEMNIFICATION AND GENERAL PROVISIONS

5.1 Indemnification . The provisions of Article VIII of the Administrative Services Agreement shall apply to this Agreement, mutatis mutandis , as if fully set forth herein. 5.2 General Provisions . The provisions of Article X of the Administrative Services Agreement shall apply to this

Agreement, mutatis mutandis , as if fully set forth herein.

ARTICLE VI RESTATEMENT AND AMENDMENT

6.1 On the Restatement Effective Date, the Original Remarketing Agreement shall be amended and restated in its entirety by this Agreement and the Original Remarketing Agreement shall thereafter be of no further force and effect except to evidence (i) the representations and warranties of the parties hereto prior to the Restatement Effective Date and (ii) any action or omission performed or required to be performed pursuant to such Original Remarketing Agreement prior to the Restatement Effective Date. The restatements and amendments set forth herein shall not cure any breach thereof existing prior to the Restatement Effective Date. 6.2 The restatements and amendments set forth herein are limited as written and are not a consent to any other amendment, restatement or waiver, whether or not similar and, except as expressly provided herein or in any other related transaction document, all terms and conditions of the related transaction documents remain in full force and effect unless otherwise specifically amended hereby or by means of any other related transaction document.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. NMHG FINANCIAL SERVICES, INC. NACCO MATERIALS HANDLING

GROUP, INC. BY: BY: TITLE: TITLE: Agreed and acknowledged solely with respect to Section 4.6 of the Agreement: GENERAL ELECTRIC CAPITAL CORPORATION BY: TITLE:

ANNEX A

TO FOURTTH AMENDED AND RESTATED

REMARKETING SERVICES AGREEMENT

Remarketing Approval Guidelines delegated by

Senior Risk Management of NMHG Financial Services, Inc. (“NFS”) to

Remarketing Managers or Remarketing Representatives of NACCO Materials Handling Group, Inc. (“NMHG”) as indicated herein

NOTE: The threshold amounts set forth below are: (i) on a per unit of Equipment basis, (ii) guidelines only, and (iii) subject to change by Senior Risk Management of NFS from time to time that will be communicated by NFS to NMHG in writing and effective as of the date of such written communication.

* Financial Loss on Disposition of Equipment subject to any Lease Transaction, Re-lease Transaction, Loan Transaction or Lease Finance Transaction (including any Defaulted Transaction) shall mean the Net Book Value of such transaction (as defined below). ** If FMV information is not then available from NFS, the Remarketing Manager and Remarketing Representative of NMHG shall follow the threshold amounts set forth above for “Financial Loss on Disposition”. For the purpose hereof, “Net Book Value” of any Lease Transaction, Re-lease Transaction, Loan Transaction or Lease Finance Transaction (including any Defaulted Transaction) means the value of such transaction, as reflected on NFS’s books and records, calculated on the basis of: (i) all accrued and unpaid sums due under such transaction; plus (ii) all future payments due during the remainder of the term of such Transaction, with each such payment discounted to its present value from the due date thereof to the date of payment of the Net Book Value at the interest rate applicable to such transaction; plus (iii) an amount equal to the residual value of the Equipment assumed by NFS, discounted to its present value from the due date thereof to the date of payment of the Net Book Value at the interest rate applicable to such transaction plus (iv) all unpaid or accrued property taxes, insurance premiums and other amounts due under such transaction; plus (v) all out of pocket expenses (including outside counsel’s legal fees), if any, incurred by NFS prior to receipt of the Net Book Value.

Remarketing Manager

of NMHG Remarketing Representative

of NMHG

*Financial Loss on Disposition: $2,500 $500

**FMV Realization (Authority to sell below FMV):

No less than 80% of NFS Valuation Department’s

Approved FMV

No less than 90% of NFS Valuation Department’s

Approved FMV

ANNEX B

Certain Provisions and Definitions Relating to Remarketing Commission for

Dispositions of Equipment from Existing Portfolio and New Portfolio Commencing on the Effective Date and ending on December 31 st of that same calendar year, and commencing on the first day of each calendar year thereafter and ending on the following December 31st, NFS will for accounting purposes establish an Annual Disposition Pool for all Qualifying Dispositions taking place in that calendar year (or portion thereof), and the following provisions shall apply respectively to Qualifying Dispositions of Equipment from the Existing Portfolio or the New Portfolio (as the case may be), and solely by way of illustration of such provisions and not by way of limitation, the examples set forth in the Existing Portfolio Illustration Table and the New Portfolio Illustration Table are examples (“Examples”) of the application of such provisions in conjunction with the calculation or matter described in such provisions, and the parties agree that such illustration is based solely on the facts and assumptions contained in the Examples and, in the event of any conflict between the following provisions and the Examples, the following provisions shall be controlling:

Related Definitions for Annex B . For purposes of this Annex and the Agreement, the following terms shall have the following meanings, and all capitalized terms not defined herein shall have the same meanings as contained in the Agreement or Shareholder’s Agreement, as applicable.

EXISTING PORTFOLIO: For Qualifying Dispositions of Equipment from the Existing Portfolio, the following provisions shall apply:

Remarketing Commission: 3% Gross Sales or (as applicable) Gross Re-lease Revenue.

Residual Sharing:

If the Monthly Residual Realization Calculation indicates that for all Qualifying Dispositions taking place in that calendar month, the Annual Residual Realization Sharing Threshold or the Annual Residual Realization Secondary Sharing Threshold (as the case may be):

has been met, NFS will (subject to the year-end true-up process described in subsection (d) below) advance to NMHG within 15 days after the end of such calendar month, the amount (if any) of NMHG’s Monthly Residual Sharing Allocation or NMHG’s Monthly Secondary Residual Sharing Allocation, as the case may be; or has not been met, no residual sharing payment will have been earned by NMHG or be made to NMHG for such month.

If the calculation of the Annual Residual Realization indicates that the amount of any advances made during the eleven calendar months of the same calendar year exceeds the amount otherwise payable by NFS based upon its year end calculation of the Annual Residual Realization, the amount of such overpayment will be refunded to NFS within 15 days after the end of such year end.

NEW PORTFOLIO: For Qualifying Dispositions of Equipment from the New Portfolio, the following provisions shall apply:

Remarketing Commission (Percentage of Gross Sales or (as applicable) Gross Re-lease Revenue):

if the YTD Residual Realization

Calculation for such calendar month is:

then Remarketing Commission Percentage

shall be:

Below Tier 1 Target Month: < 109.9% No Commission: 0.0%

Above Tier 1 Target Month: > 109.9% but < 123% Tier 1 Commission: 1.5%

Above Tier 2 Target Month: > 123% Tier 2 Commission: 3.0% (without duplication of above)

Remarketing Commission True-Up Process:

Refund Payment to NFS . If the YTD Residual Realization Calculation for a calendar month following the first Above Tier 1 Target Month shall not have exceeded 109.9%, all advances of Tier 1 Commission previously made to NMHG will be refunded by NMHG to NFS within 15 days after NFS requests such a refund, and if the YTD Residual Realization Calculation for a calendar month following the first Above Tier 2 Target Month shall not have exceeded 123%, all advances of Tier 2 Commission previously made to NMHG will be refunded by NMHG to NFS within 15 days after NFS requests such a refund (each called a “Refund Month”). Refund Reversal to NMHG . If the YTD Residual Realization Calculation for a calendar month succeeding a Refund Month shall have exceeded 109.9%, the refund of Tier 1 Commission made by NMHG to NFS for such Refund Month shall be reversed and paid to NMHG within 15 days after NMHG requests such a reversal; and if the YTD Residual Realization Calculation for a calendar month succeeding a Refund Month shall have exceeded 123%, the refund of Tier 2 Commission made by NMHG to NFS for such Refund Month shall be reversed and paid to NMHG within 15 days after NMHG requests such a reversal. True-Up Process on an Annual Basis Only . The provisions relating to advances, refunds and refund reversals of Remarketing Commission set forth herein shall apply and be processed with respect to each Annual Disposition Pool only, without any retroactivity or carry over to or affecting any other Annual Disposition Pool.

(a) “Aggregate Re-lease Revenue” shall mean the Gross Re-Lease Revenue from a Disposition, plus excess usage and equipment abuse billing.

(b) “Annual Disposition Pool” shall mean each Qualifying Disposition taking place in any given calendar year (or portion thereof if less than a full

calendar year) covered under this Agreement.

(c) “Annual Residual Realization” shall mean, for each Annual Disposition Pool, the amount (if any) by which the Applicable Total Net Revenue (as defined below) for all Qualifying Dispositions in such pool, exceed the aggregate Booked Residuals pertaining to such Qualifying Dispositions as reflected in the GE Portfolio Management System. For purpose hereof, “Applicable Total Net Revenue” means: (i) with respect to all Qualifying Dispositions of Equipment subject to a Lease Transaction, Lease Finance Transaction, Loan Transaction or Re-Lease Transaction from the Existing Portfolio, the Total Net Revenue invoiced by NFS for such Qualifying Dispositions; or (ii) with respect to all Qualifying Dispositions of Equipment subject to a Lease Transaction, Lease Finance Transaction, Loan Transaction or Re-Lease Transaction from the New Portfolio, the Total Net Revenue received by NFS for such Qualifying Dispositions.

(d) “Annual Residual Realization Percentage” shall mean the ratio (expressed as a percentage) of the Annual Residual Realization to the aggregate Booked Residuals pertaining to the corresponding Annual Disposition Pool.

(e) “Annual Residual Realization Sharing Threshold” shall mean for each Annual Disposition Pool, an Annual Residual Realization Percentage of 102%.

(f) “Annual Residual Realization Secondary Sharing Threshold” shall mean for each Annual Disposition Pool, an Annual Residual Realization Percentage of 112%.

(g) “Booked Residual” shall mean, with respect to any Equipment, the assumed residual value on such Equipment that NFS has taken into account for book accounting purposes (as reflected in the GE Portfolio Management System) in connection with the corresponding Lease Transaction, Lease Finance Transaction, or Re-lease Transaction.

(h) “Existing Portfolio” shall mean all Lease Transactions, Lease Finance Transactions, Loan Transactions and Re-Lease Transaction funded by

NFS in any given calendar year before January 1, 2011 (or portion thereof) under the Shareholder’s Agreement;

(i) “Gross Re-Lease Revenue” shall mean, with respect to a Disposition that results in a Re-Lease Transaction financed by NFS, the monthly fixed term rental payments payable under such a Re-Lease Transaction (exclusive of any taxes) through its scheduled Expiration Date, with such payments discounted to a present value at the implicit interest rate used to price the transaction.

(j) “Gross Sales” shall mean, with respect to a Disposition that is a sale and not otherwise financed by NFS, the total selling price that is invoiced by NFS (exclusive of any taxes) as reflected in the GE Portfolio Management System, which for the avoidance of doubt shall include all final Dispositions.

(k) “Monthly Residual Realization Calculation” shall mean, with respect to Qualifying Dispositions taking place in each calendar month, the calculation for such calendar month of Annual Residual Realization (if any) attributable to such Qualifying Dispositions.

(l) “MTM Renewal” shall mean a month-to-month non fixed term renewal of a Lease Transaction after its corresponding Expiration Date, but does

not include any Re-lease Transaction or Lease Finance Transaction.

(m) “MTM Renewal Periodic Rentals” shall mean Periodic Rentals relating to an MTM Renewal.

(n) “New Portfolio” shall mean all Lease Transactions, Lease Finance Transactions, Loan Transactions and Re-Lease Transactions funded by NFS in any given calendar year on or after January 1, 2011 (or portion thereof) under the Shareholder’s Agreement;

(o) “NMHG’s Monthly Residual Sharing Allocation” shall mean 60% of the total amount (if any) by which the Monthly Residual Realization

Calculation exceeds the Annual Residual Realization Threshold (up to the Annual Residual Realization Secondary Sharing Threshold.

(p) “NMHG’s Monthly Secondary Residual Sharing Allocation” shall mean 75% of the total amount (if any) by which the Monthly Residual Realization Calculation exceeds the Annual Residual Realization Secondary Sharing

Threshold).

(q) “Periodic Rentals” shall mean and include any rentals (exclusive of sales, use, ad valorem, excise and similar taxes) due to NFS that are both

regular and periodic (e.g., monthly, quarterly, semi-annual rentals, etc.).

(r) “Qualifying Disposition” means a Disposition for which NMHG has earned a Remarketing Commission from NFS pursuant to the provisions of Section 3.2 and Annex B of the Agreement and the following provisions:

(1) if the Equipment is subject to a Disposition consisting of a sale or a Re-lease Transaction within the Exclusive Period for such Equipment, the Remarketing Commission will be deemed earned by NMHG regardless of whether NMHG found the purchaser for such Disposition or the lessee for such Re-lease Transaction, as the case may be,

(2) if the Equipment is not sold within (or subject to a Re-lease Transaction not within) the Exclusive Period for such Equipment, the Remarketing

Commission will only be deemed earned by NMHG if NMHG found the purchaser or the lessee for such Re-lease Transaction (as the case may be), unless NFS otherwise elects to pay NMHG the Remarketing Commission,

(3) no Remarketing Commission shall be payable to NMHG in connection with any required bid solicited by NMHG unless and until such required bid is

accepted by NFS or otherwise permitted under this Agreement and a sale or re-lease is consummated in accordance therewith, (4) no Remarketing Commission shall be payable to NMHG with respect to any Equipment that is subject to a Casualty, unless NFS otherwise elects to

pay NMHG the Remarketing Commission, (5) no Remarketing Commission shall be payable to NMHG in connection with any Equipment if NMHG has materially failed to perform its

Remarketing Services with respect to such Equipment; and (6) no Remarketing Commission shall be payable to NMHG in connection with any Disposition resulting from a Lease Finance Transaction or Loan

Transaction, unless also a Defaulted Lease Finance Transaction, Defaulted Loan Transaction or a Displaced Lease Finance Transaction. Whether or not NFS elects to pay NMHG the Remarketing Commission relating to any Disposition arising under subsections (2) or (4) above, that Disposition will be included for purposes of calculating the corresponding Monthly Residual Realization Calculation, YTD Residual Realization Calculation and Annual Residual Realization. For the avoidance of doubt, a Disposition resulting from a Lease Finance Transaction or Loan Transaction that is not also a Defaulted Lease Finance Transaction, Defaulted Loan Transaction or a Displaced Lease Finance Transaction will not be included for purposes of calculating the corresponding Monthly Residual Realization Calculation, YTD Residual Realization Calculation and Annual Residual Realization.

(s) “Remarketing Commission” shall mean, with respect to each Qualifying Disposition, the applicable remarketing commission equal to the applicable percentage listed in this Annex B of the Gross Sales or (as applicable) Gross Re-lease Revenue earned from such Qualifying Disposition, subject to the applicable residual sharing or true-up provisions set forth in such Annex B.

(t) “Sale Date” shall mean, (i) with respect to all Qualifying Dispositions of Equipment subject to a Lease Transaction, Lease Finance Transaction,

Loan Transaction or Re-Lease Transaction from the Existing Portfolio, the date on which NFS invoiced for such Qualifying Dispositions; or (ii) with respect to all Qualifying Dispositions of Equipment subject to a Lease Transaction, Lease Finance Transaction, Loan Transaction or Re-Lease Transaction from the New Portfolio, the date on which NFS receives payment for and transfers title to such Equipment to the purchaser thereof.

(u) “Total Net Revenue” shall mean, with respect to any Equipment, the aggregate of (i) Gross Sales invoiced by NFS for such Equipment (net of

any Reimbursable Repair Amounts), plus excess usage and abuse billing, plus (ii) the Aggregate Re-lease Revenue invoiced by NFS for such Equipment, plus (iii) the MTM Renewal Periodic Rentals (x) invoiced as it pertains to the Existing Portfolio, or (y) cash actually received by NFS as it pertains to the New Portfolio for such Equipment, less (iv) Remarketing Commission earned.

(v) “YTD Residual Realization Calculation” shall mean, with respect to Qualifying Dispositions taking place in each calendar year, the calculation

of year to date Annual Residual Realization (if any) attributable to such Qualifying Dispositions.

EXHIBIT H


[RESERVED]

ANNEX A

TO GUARANTY AGREEMENT

LIST OF JV DOCUMENTS

1. Second Amended and Restated Joint Venture and Shareholders Agreement 2. Second Amended and Restated Administrative Services Agreement 3. Second Amended and Restated Corporate Name Agreement 4. First Amended and Restated Recourse and Indemnity Agreement 5. Fourth Amended and Restated Remarketing Services Agreement 6. Second Amended and Restated Tax Allocation Agreement 7. Second Amended and Restated Financing Agreement 8. Financing Agreement Guaranty 9. Second Amended and Restated By-Laws

EXHIBIT I


PARTICIPATION FEE CALCULATION

The Participation Fee shall be calculated as the payment of 68 basis points on all NMHG Equipment lease transactions originated in the United States and funded by NFS during such calendar month, provided however , that no Participation Fee shall be paid to NMHG for any loans or any leases with nominal purchase options.

EXHIBIT J


FIRST AMENDED AND RESTATED

RECOURSE AND INDEMNITY AGREEMENT

THIS FIRST AMENDED AND RESTATED RECOURSE AND INDEMNITY AGREEMENT, dated November 21, 2013

(“ Agreement ”) is by and among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation with offices at 300

East John Carpenter Freeway, Irving, TX 75062 (“ GECC ”), NMHG FINANCIAL SERVICES, INC., a Delaware corporation (“

NFS ”), and NACCO MATERIALS HANDLING GROUP, INC., a Delaware corporation with offices at 5875 Landerbrook Drive,

Mayfield Heights, OH 44124 (“ NMHG ”).



NMHG and GECC have now determined to revise the nature of their relationship to best provide certain types of financing to

the Dealers and to the customers of NMHG and/or the Dealers (“ Customers ”) for (i) all types and brands of NMHG Equipment,

(ii) certain other equipment sold by Dealers (“ Allied Equipment ”) and (iii) equipment sold by non-Dealers to certain Customers

deemed by NMHG to be strategic customers (“ Strategic Equipment ”) and (iv) other forms of financing either expressly

sanctioned in the By-Laws of NFS or as approved by the Board of Directors of NFS.

In conjunction therewith, NMHG and GECC have determined to amend and restate that certain Restated and Amended Joint

Venture and Shareholders Agreement dated April 15, 1998, as such has been amended from time to time, and certain of the ancillary

agreements related to the operation of NFS, including this Agreement.

This First Amended and Restated Recourse and Indemnity Agreement amends and restates that certain Recourse and

Indemnity Agreement dated as of October 21, 1998, as such has been amended from time to time, and sets forth the terms and

conditions on which NMHG guarantees the prompt payment and performance to GECC and NFS of the obligations of Dealers

pursuant to loans and extensions of credit by NFS to such Dealers.

NOW, THEREFORE, in consideration of the above premises and the mutual promises contained herein, as well as other

good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as

follows:

ARTICLE I

CERTAIN DEFINITIONS

1.01 “ Base Term ” shall mean the period from the date hereof to and including December 31, 2018, unless sooner terminated as provided herein.

1.02 “ Commercial Equipment Financing” shall have the meaning given such term in Section (1)(b)(v) of the Shareholders

Agreement.

1.03 “ Equipment ” means any NMHG Equipment, Allied Equipment or Strategic Equipment (as each of those terms is used in the Shareholders Agreement) financed by NFS for a Customer. 1.04 “ Eligible US Fleet Rental Financing Account ” means and includes all US Fleet Rental Financing Accounts other than any US Fleet Rental Financing Accounts constituting an “Ineligible US Fleet Rental Financing Account” approved by NFS in its sole discretion to qualify as Eligible US Fleet Rental Financing Accounts hereunder.

1.05 “ Eligible US Fleet Rental Financing Account Default ” means and includes any default of an obligor under an Eligible US Fleet Rental Financing Account (whether such obligor is the direct obligor or a surety) where such default is not cured by such obligor within 45 days of such obligor’s receipt of notice of said default.

1.06 “ Fleet Rental Financing Account ” means and includes any loan or other extension of credit to a Dealer for the acquisition by the Dealer of Equipment, including attachments and batteries (and any related trade-ins) only if and to the extent such Equipment (and any related trade-ins) is or becomes part of such Dealer’s rental fleet, but does not include any loan or other extension of credit by NFS to a Customer.

1.07 “ Fleet Rental Financing Equipment ” means any Equipment financed through a Fleet Rental Financing Account. 1.08 “ Ineligible Fleet Rental Financing Account ” means and includes the following: (i) Fleet Rental Financing Accounts financing property located outside of the United States; (ii) any US Fleet Rental Financing Account covered by a separate recourse arrangement; and (iii) any US Fleet Rental Financing Account that is not approved by NFS in its sole discretion to qualify as a Eligible US Fleet Rental Financing Account, which disapproval/ineligibility shall be communicated in writing to NMHG.

1.09 “ Lease Financing ” shall have the meaning defined in Section (1)(b)(vi) of the Shareholders Agreement.

1.10 “ Loss Pool Balance ” means, for each Loss Pool Account, the current balance of the Loss Pool Account, as determined in accordance with Section 2.06 of this Agreement.

1.11 “ Net Book Value ” means the value of an Eligible US Fleet Rental Financing Account, as reflected on NFS’s books and records, calculated on the basis of: (i) all accrued and unpaid sums due under such Eligible US Fleet Rental Financing Account; plus (ii) all future payments due during the remainder of the term of such Eligible US Fleet Rental Financing Account, with each such payment discounted to its present value from the due date thereof to the date of payment of the Net Book Value at the interest rate applicable to such Eligible US Fleet Rental Financing Account.

1.12 “ Net Remarketing Proceeds ” means the proceeds actually received by NMHG upon its remarketing of Equipment, minus any applicable sales taxes and Actual Out-Of-Pocket Costs (as defined in Section 2.06(b)(2) hereof). If NMHG does not remarket the Equipment during the Remarketing Period, Net Remarketing Proceeds will be deemed to be equal to the Net Book Value paid to NFS and the adjustment to the applicable Loss Pool Account will be zero.

1.13 “ Person ” shall mean and include any individual, corporation, partnership, joint venture, association, joint-stock company,

trust, unincorporated organization or government or any political subdivision thereof.

1.14 “ Remarketing Period ” means the period beginning on the date of receipt of the Net Book Value under section 2.01 below and ending one hundred eighty (180) days thereafter.

1.15 “ Retail Customer ” shall mean and include any Customer of a Dealer.

1.16 “ Sale Out of Trust ” means any conversion, disposal, sale or encumbrance (other than a permitted rental or sublease to a Retail Customer) by a Dealer of any Equipment that is the subject of a US Fleet Rental Financing Account in violation of the terms of the applicable US Fleet Rental Financing Account financing documents without the prior written consent of NFS.

1.17 “ Shareholders Agreement ” shall mean that certain Second Amended and Restated Joint Venture and Shareholder’s Agreement dated as of the date of this Agreement, by and between GECC and NMHG.

1.18 “ US Fleet Rental Financing Account ” means and includes any Fleet Rental Financing Account financing property located in the United States.

1.19 “ Wholesale Account ” shall mean and include any loan or other extension of credit, now or hereafter, by NFS to either: (i) any Dealer (whether or not owned by NMHG or any of its respective affiliates or subsidiaries), or (ii) NMHG or any of its respective affiliates or subsidiaries secured by NMHG Equipment (whether or not such NMHG Equipment is purchased directly from the proceeds of any such loan or other extension of credit or is kept as inventory for sale or as part of the respective party’s rental fleet), provided, however , that Wholesale Account shall not include any Commercial Equipment Financing nor any Lease Financing to Dealers or NMHG, where such assets are thereafter subleased to Retail Customers.

1.20 “ Wholesale Account Documents ” shall mean any documents evidencing any Wholesale Account.

All capitalized terms not defined herein shall have the same meanings as contained in the Shareholder’s Agreement.

ARTICLE II

RECOURSE FOR WHOLESALE ACCOUNTS

2.01 Recourse for Wholesale Accounts . The following provisions shall apply with respect to all Wholesale Accounts not covered by the provisions of Section 2.06 hereof:

(a) In the event of a default under any of the Wholesale Accounts entered into by NFS during the Base Term (other than US Fleet Rental Financing Accounts covered by a separate recourse arrangement outside of this Agreement and Wholesale Accounts covered by the provisions of Section 2.06), NMHG will, within twenty (20) days of demand, repurchase any such Wholesale Account(s) affected by such default and pay NFS the amount then owed by the respective party thereto to NFS under the default pursuant to the terms of the respective Wholesale Account Documents (“ Repurchase Price ”). For purposes of this Section 2.01, default is defined as the occurrence of any event which would, under the terms of the Wholesale Account Documents, constitute a default. It is not contemplated that NFS will automatically exercise its rights to demand repurchase of any Wholesale Account(s) under this Section unless collection of such Account(s) is deemed to be unlikely. Failure on the part of NFS to exercise such right shall not constitute a waiver of such right. Upon receipt by NFS of the full amount of the Repurchase Price for any Wholesale Account(s), and provided that NMHG is not otherwise in Default under this Agreement, NFS will assign all of its right, title and interest in such Account(s) to NMHG (or its designee) without recourse to, or warranty (of any kind whatsoever) from NFS.

(b) Anything in this Agreement to the contrary notwithstanding, NMHG hereby agrees that its obligations under this Section 2.01 shall be primary, absolute, continuing and unconditional, irrespective of, and unaffected by, any of the following actions or circumstances (regardless of any notice to, or consent of, NMHG): (i) the genuineness, validity, regularity and enforceability of any Wholesale Account; (ii) any extension, renewal, amendment, change, waiver or other modification by NFS of any Wholesale Account; (iii) the absence of, or delay in, any action to enforce the terms of any Wholesale Account; (iv) the release of, extension of time for payment or performance by, or any other indulgence granted to the Dealer or any other person with respect to any Wholesale Account by operation of law or otherwise; (v) the existence, value, condition, loss, subordination or release (with or without substitution) of, or failure to have title to or perfect and maintain a security interest in, or the time, place and manner of any sale or other disposition of any NMHG Equipment, collateral or security given in connection with any Wholesale Account, or any other impairment (whether intentional or negligent, by operation of law or otherwise) of NFS’s rights to any such NMHG Equipment, collateral or security; (vi) any Dealer’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting the Dealer or any of its assets; or (vii) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Notwithstanding any

provision to the contrary herein, NMHG shall have no obligation to repurchase any Wholesale Account pursuant to this Section 2.01 under any of the following circumstances: (x) solely with respect to Wholesale Accounts which are documented solely by NFS, if a Wholesale Account proves unenforceable due to the fact that the applicable Wholesale Account Documents are incomplete, (y) solely with respect to Wholesale Accounts where NFS is responsible for the perfection of its security interest in the respective NMHG Equipment, if a Wholesale Account proves unenforceable due to a failure of the GECC to obtain and perfect a valid first priority security interest in such Equipment, or (z) if a Wholesale Account falls into default solely because NFS is in default of its obligations under the applicable Wholesale Account Documents.

(c) At least One-Hundred and Eighty (180) days prior to the expiration of the Base Term, NFS, GECC and NMHG shall enter into discussions with respect to the continuing need for recourse on Wholesale Accounts. In the event that NFS, GECC and NMHG have not reached a mutual agreement as to the provision of recourse on Wholesale Accounts for the period following the expiration of the Base Term on or before the expiration of the Base Term, NFS may at the expiration of the Base Term, in its sole discretion, cease providing Wholesale Accounts to Dealers. Notwithstanding any provision to the contrary herein, with respect to any and all obligations of NMHG as set forth in this Section 2.01 with respect to Wholesale Accounts which may arise during the Base Term (“ Base Term Obligations ”), those Base Term Obligations shall nevertheless continue and remain undischarged until the same are indefeasibly paid and performed in full.

2.02 Certain Waivers . With respect to NMHG’s recourse obligation set forth in Section 2.01, notice of acceptance thereof and of

any default by any Dealer or any other Person is hereby waived. Presentment, protest, demand, and notice of protest, demand and

dishonor of any Wholesale Account, and the exercise of possessory, collection or other remedies on any Wholesale Account, are

hereby waived. Notice of adverse change in any Dealer’s financial condition or of any other fact which might materially increase the

risk of NMHG is also waived. All settlements, compromises, accounts stated and agreed balances made in good faith between NFS

and any Dealer shall be binding upon NMHG.

2.03 No Subrogation . Without NFS’s prior written consent, NMHG shall not exercise any rights which it may acquire against any· Dealer or the NMHG Equipment or any other collateral or security by way of subrogation under this Agreement, nor shall NMHG seek or attempt to exercise or enforce any of NFS’s rights or remedies against any Dealer or the NMHG Equipment or any of the collateral or security in respect of any payments made by NMHG hereunder, unless and until all of the obligations of such Dealer hereby guaranteed have been paid and performed in full. However, nothing in this Section shall be deemed to prohibit NMHG from making demand upon, or suing, any Dealer for any payment made by NMHG on behalf of such Dealer under this Agreement, so long as such demand or suit does not involve (i) any attempt to accelerate or otherwise require such Dealer to pay any amount not paid by NMHG, or (ii) any attempt to repossess, foreclose upon, or otherwise proceed against the NMHG Equipment or any other collateral or security (whether or not NMHG may also have a security interest in or lien upon the same).

2.04 Dealer Credit Lines . In consideration of the recourse set forth in this Article II, NMHG and NFS shall work in a timely

fashion to determine, from time to time, the maximum amount of credit (“ Credit Line ”) that will be extended to each Dealer.

However, it is expressly agreed and understood that it shall be no defense to NMHG’s obligations under this Article II if such Credit

Line is ever exceeded, unless NMHG has specifically rejected, in writing, an extension of credit to a Dealer in excess of the Credit

Line previously determined by both NMHG and NFS.

2.05 Termination . The recourse obligation set forth in Section 2.01 may be terminated by NMHG at any time as to any Dealer upon delivery to NFS of a written notice of such termination, but as to all “pretermination obligations” those obligations shall nevertheless continue and remain undischarged until the same are indefeasibly paid and performed in full. For these purposes, “pretermination obligations” shall mean and include all of the Dealer’s obligations under any Wholesale Account in existence, or any proposed Wholesale Account for which NFS may have made a commitment, on or before delivery of such written notice of termination.

2.06. Rental Fleet Financing Account Loss Pool . The following recourse provisions shall apply to all Eligible US Fleet Rental Financing Accounts. For the avoidance of doubt, the parties hereto hereby confirm: Fleet Rental Financing Accounts other than Eligible US Fleet Rental Financing Accounts, and Eligible US Fleet Rental Financing Accounts that become Ineligible US Fleet Rental Financing Accounts due to a Sale Out of Trust, shall be covered under the provisions of Section 2.01 hereof.

(a) Operation of Loss Pool Accounts .

(1) NFS and NMHG will establish (for notional purposes only) an initial Loss Pool Account (the “ Initial Loss Pool Account ”) for all Eligible US Fleet Rental Financing Accounts funded prior to January 1, 2008.

(2) Commencing annually on the first day of each subsequent calendar year and thereafter ending on the last day of such calendar year during the Base Term (or on the last day of the Base Term if such term expires on a day which is not the last day of such calendar year), NFS and NMHG will (for notional purposes only) establish a new annual loss pool account (each such account, together with the Initial Loss Pool Account, a “ Loss Pool Account ”) for all Eligible US Fleet Rental Financing Accounts funded during that calendar year.

(3) The starting Loss Pool Balance for the Initial Loss Pool Account shall be equal to seven and one half percent (7.5%) of the Net Book Value of each outstanding Eligible US Fleet Rental Financing Accounts funded prior to January 1, 2008.

(4) The starting Loss Pool Balance in each annual Loss Pool Account on January 1 of the calendar year in which such Loss Pool Account is established (other than the Initial Loss Pool Account) will be equal to $1,500,000.00.

(5) Unless otherwise specifically agreed by the parties, the Loss Pool Balance for an annual Loss Pool Account will

remain unchanged until the aggregate Eligible US Fleet Rental Financing Accounts funded by NFS during such calendar year (the “ Annual Aggregate Funded Amount ”) exceeds twenty million dollars ($20,000,000.00). When the Annual Aggregate Funded Amount exceeds twenty million dollars ($20,000,000.00), NFS and NMHG will, simultaneously with the funding of additional Eligible US Fleet Rental Financing Accounts, increase the Loss Pool Account for such calendar year by an amount equal to seven and one half percent (7.5%) of the Net Book Value of such funded Eligible US Fleet Rental Financing Accounts.

(6) In the event that NFS determines that an Eligible US Fleet Rental Financing Account Default has occurred, NFS may at its discretion provide NMHG with written notice of such default, including the applicable Net Book Value for such account (“ Loss Pool Default Notice ”).

(7) Within ten (10) days of its receipt of a Loss Pool Default Notice, NMHG will pay NFS the applicable Net Book Value associated with such Fleet Rental Financing Account causing the Loss Pool Default. Notwithstanding the foregoing, if the applicable Net Book Value exceeds the then existing applicable Loss Pool Balance, NMHG shall be required to pay only that portion of the applicable Net Book Value (the “ Partial Net Book Value ”) that does not exceed the then existing applicable Loss Pool Balance (unless NMHG, in its discretion, chooses to make a payment to NFS in excess of that balance). Further, if the particular Net Book Value is greater than the applicable annual Loss Pool Balance, NFS will be entitled to obtain the unpaid portion out of any other Loss Pool Balance (or if the Loss Pool Balance for such calendar year is still subject to increase under Section 2.06(a)(5) above, then out of the future Loss Pool Balance of such annual Loss Pool Account) and/or retain any future collections in regard to the defaulted Transaction (up to the applicable Net Book Value).

(8) The Loss Pool Balance for the Initial Loss Pool Account shall be reduced by NFS and NMHG to the extent that the Net Book Value of the total Eligible US Fleet Rental Financing Accounts funded prior to January 1, 2008 becomes less than the Loss Pool Balance in the Initial Loss Pool Account. The Loss Pool Balance for all other Loss Pool Account shall be reduced by NFS and NMHG to the extent that after the calendar year in which the Loss Pool Account is established, the total Net Book Value of the Eligible US Fleet Rental Financing Accounts for such year becomes less than the Loss Pool Balance in such year’s Loss Pool Account.

(9) Provided that NFS has received the applicable Net Book Value from NMHG, NFS will transfer and assign all its right, title and interest in such Eligible US Fleet Rental Financing Account and any Equipment associated with such account to NMHG on an AS-IS, WHERE-IS basis, without representation or warranty, except that neither NFS nor any agent of NFS shall have encumbered the applicable account.

(10) Upon receipt of either the Net Book Value or the Partial Net Book Value, as the case may be, and the remarketing of the applicable Equipment pursuant to the remarketing

agreement, the applicable annual Loss Pool Balance will be reduced by the difference between such Partial Net Book Value or Net Book Value, as the case may be, and the applicable Net Remarketing Proceeds. For the avoidance of doubt, no Loss Pool Account will be reduced to less than zero at any time.

(11) In no event shall the payment by NMHG of any indemnity or recourse payment, including any amount payable pursuant to Section 2.01 of this Agreement, result in a reduction of, or otherwise affect, any Loss Pool Balance.

(12) Notwithstanding the foregoing, on no more than (3) occasions (unless NFS shall agree in writing to a greater number) during the term of any Eligible US Fleet Rental Financing Account, NMHG, in its discretion, may choose to cure an Eligible US Fleet Rental Financing Account Default by paying the accrued and unpaid amounts (each a “ Cure Payment ” ) due under such account as of the date of the corresponding Loss Pool Default Notice in lieu of paying NFS the applicable Net Book Value. Should an Eligible US Fleet Rental Financing Account Default occur following NMHG’s making of three (3) Cure Payments, NMHG shall be required to pay the applicable Net Book Value.

(b) Remarketing of Eligible US Fleet Rental Financing Equipment

(1) Upon payment of the Net Book Value, NMHG shall obtain possession and, on a best efforts basis, remarket the Fleet Rental Financing Equipment during the Remarketing Period. In performing its remarketing responsibilities, NMHG will not discriminate between the Fleet Rental Financing Equipment and equipment owned by it or another party to whom NMHG may be bound to provide remarketing assistance.

(2) In attempting to remarket the Fleet Rental Financing Equipment to a third party on a best efforts basis during the Remarketing Period, NMHG shall be entitled to the actual and reasonable costs of repossession, repair, refurbishment, insurance and remarketing (“ Actual Out-Of-Pocket Costs ”) which do not exceed fifteen percent (15%) of the Net Book Value of the Fleet Rental Financing Equipment being remarketed.

(3) If NMHG is able to remarket the Fleet Rental Financing Equipment to a third party during the Remarketing Period, the proceeds actually received by NMHG will be distributed in the following manner: (i) first, to NMHG, an amount equal to the Actual Out-Of-Pocket Costs; (ii) second, to NFS, an amount equal to the outstanding Net Book Value, to the extent not previously paid by NMHG; (iii) third, to NMHG, an amount equal to that portion of the Net Book Value that was previously paid by NMHG to NFS; and (iv) fourth, to any other amounts owed to NFS for which the Fleet Rental Financing Equipment acted as security for such other amounts owed, if any; and (v) any amount remaining after payment of the amounts described in subparagraphs (i) through (iv) shall be remitted to the applicable Dealer.

ARTICLE III

INDEMNITIES

3.01 Lender Liability . NMHG hereby agrees to indemnify, save and keep harmless NFS, its respective agents, employees, successors and assigns from and against any and all losses, damages, penalties, injuries, claims, actions and suits, including legal expenses and outside attorneys’ fees, of whatsoever kind and nature, in contract or tort (collectively, “ Losses ”) arising out of or in connection with (i) any decision or recommendation by NMHG to limit, terminate or otherwise modify any Dealer’s Credit Line, (ii) any decision or recommendation by NMHG to the effect that NFS should not enter into any Wholesale Account with any Dealer, (iii) any refusal by NFS to enter into any Wholesale Account with any Dealer by reason of NMHG’s termination of the recourse set forth in Article II above with respect to such Dealer’s obligations, or (iv) any termination or other modification of any Dealer’s franchise by NMHG.

3.02 Product Liability and Infringement Claims . NMHG hereby also agrees to indemnify, save and keep harmless, NFS, its

respective agents, employees, successors and assigns from and against any and all Losses arising out of or in connection with the

manufacture, sale, delivery, use, specifications, performance, operation or condition of any NMHG Equipment and infringement

claims relating to NMHG Equipment.

3.03 Defense . NMHG shall, upon written request, defend any actions based on any matter covered by the indemnities contained

in Section 3.01 or 3.02 above (collectively, “ Indemnities ”).

3.04 Survival . The Indemnities shall survive the expiration or termination of this Agreement.

ARTICLE IV

COLLATERAL AUDITS

4.01 Audits . From time to time NFS may cause an audit to be performed as to all of the collateral or security of any Dealer for any obligation to NFS (“ Collateral Audit ”). Such Collateral Audit shall be conducted by a party of NFS’s choosing, which party may be related to NFS or may be independent of NFS. At NFS’s election, NMHG may perform Collateral Audits (each, an “NMHG Audit ”).

4.02 Costs . NMHG and the NFS shall pay their own costs in connection with any NMHG Audit.

ARTICLE V

MISCELLANEOUS

5.01 Assignment . NFS may not assign its respective rights hereunder, without the prior written consent of NMHG. NMHG may

not delegate any of its duties or obligations hereunder without the prior written consent of NFS.

5.02 Successors and Permitted Assigns . The respective rights and obligations of the parties set forth in this Agreement shall be

binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

5.03 Notices . All notices permitted or required to be given hereunder shall be in writing and shall be delivered, via certified mail

(return receipt requested), overnight courier, hand delivery or telefax, to the parties at the following addresses (or at such other

address for a party as may be specified by like notice):

(i) If to NFS or GECC:



Irving, TX 75062


(ii) If to NMHG:


Such notices shall be deemed delivered upon receipt.

5.04 Headings . Article and Section headings used in this Agreement are for convenience of reference only and shall not be used

in interpreting or construing or affecting the meaning or construction of this Agreement.

5.05 Counterparts . This Agreement may be executed by the parties hereto in any number of counterparts, each of which shall be

deemed to be an original but all of which together shall constitute but one and the same instrument.

5.06 Severability . If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability

shall not affect or impair the validity or enforceability of the remaining provisions of this Agreement.

5.07 Further Acts . The parties agree to take such further action and to execute such further documents or instruments which are

necessary and appropriate to complete or give effect to the transactions contemplated hereby.

5.08 Entire Agreement . This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior

agreements and understandings, both written and oral, with respect to the subject matter hereof. There are no representations or

warranties of, or conditions to the obligation of, any party hereto except as expressly set forth in this Agreement. This Agreement

may not be altered or varied nor its provisions waived except in a writing duly executed by GECC, NFS and NMHG.

5.09 Governing Law and Jurisdiction . This Agreement shall be construed and enforced in accordance with the laws of the State of New York. Any and all disputes, controversies or claims arising out of, or relating to, this Agreement or any of the Other Agreements shall be determined by arbitration in accordance with the Arbitration Rules of the American Arbitration Association. The number of arbitrators shall be three. One arbitrator each shall be appointed by NMHG and GECC respectively, and the third arbitrator, who shall serve as chairman of the tribunal, shall be appointed by the American Arbitration Association. The place of arbitration shall be New York City. The language of the arbitration shall be English and any arbitral award arising from any arbitration pursuant to this paragraph shall be final and binding upon all parties hereto and no party shall seek recourse to a court of law or other authorities to appeal for revision of such decision or any other ruling of the arbitrator. The cost of the arbitration shall be borne by the party who does not prevail in the arbitration proceeding or as is otherwise decided by the arbitration panel. The question of whether a dispute is governed by this arbitration clause shall itself be determined by arbitration.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute and deliver this

Agreement as of the first date above written.

GENERAL ELECTRIC CAPITAL NACCO MATERIALS

CORPORATION HANDLING GROUP, INC.


BY: BY:

TITLE: TITLE:

By:

Name:

Title:

Exhibit 10.40

GUARANTY AGREEMENT

THIS GUARANTY AGREEMENT (this “ Guaranty ”) is dated as of November 21, 2013, by HYSTER-YALE MATERIALS HANDLING, INC ., a Delaware corporation having an address at 5875 Landerbrook Dr., Suite 300, Cleveland, OH 44124 (“Guarantor ”), in favor of GENERAL ELECTRIC CAPITAL CORPORATION (“ Beneficiary ”) a Delaware corporation having an address at 300 E. John Carpenter Freeway, Suite 510, Irving, TX 75062.

To induce Beneficiary to extend the term of that certain Amended and Restated Joint Venture and Shareholders Agreement between Beneficiary and NACCO Materials Handling Group, Inc. (“ NMHG ”), dated April 15, 1998, as amended from time to time (the “Shareholders Agreement ”), from and after the date hereof, Guarantor hereby, absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment and performance when due, of all obligations and duties of every type and description owing by NMHG to Beneficiary, including, but not limited to those arising out of or in connection with: (i) the Shareholders Agreement or any other obligation of NMHG under any of the JV Documents that are listed on the Attached Annex A, or (ii) any loan, lease or other financial accommodation written in conjunction with the program established by the Shareholders Agreement where NMHG is a lessee, borrower, debtor, obligor, guarantor, or party providing recourse, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising and however acquired, including, without limitation, all interest (whether or not accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or similar proceeding) (collectively, the “ Guaranteed Obligations ”). This guaranty by Guarantor hereunder constitutes a guaranty of payment and not of collection. All payments made under this Guaranty shall be in immediately available funds without deduction, set-off or counterclaim.

Beneficiary is hereby authorized, without notice to or demand upon Guarantor and without discharging or otherwise affecting the obligations of Guarantor hereunder and without incurring any liability hereunder, from time to time, to do each of the following: (a) (i) modify, amend, supplement or otherwise change, (ii) accelerate or otherwise change the time of payment of, or (iii) waive or otherwise consent to noncompliance with, any Guaranteed Obligation or any document related to a Guaranteed Obligation (each, a “ Transaction Document ” ); (b) apply to any Guaranteed Obligation any sums by whomever paid or however realized in such order as provided in the Transaction Documents; (c) refund at any time any payment received by Beneficiary in respect of any Guaranteed Obligation; (d) (i) sell, transfer, assign, exchange, enforce, waive, liquidate, terminate, release, abandon, fail to perfect, subordinate, accept, substitute, surrender, affect, impair or otherwise alter or release any property or interest in property and proceeds thereof now owned or hereafter acquired by NMHG, Guarantor or any other obligor of the Guaranteed Obligations in or upon which a lien is granted or purported to be granted pursuant to any Transaction Document (the “ Collateral ”) for any Guaranteed Obligation, (ii) receive, take and/or hold additional Collateral to secure any Guaranteed Obligation, (iii) add, release or substitute any one or more other guarantors, makers or endorsers of any Guaranteed Obligation or any part thereof and (iv) otherwise deal in any manner with NMHG and any other guarantor, maker or endorser of any Guaranteed Obligation or any part thereof; and (e) settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations.

Guarantor agrees that its obligations under this Guaranty shall be irrevocable, primary, absolute, continuing and unconditional, irrespective of and unaffected by any of the following actions or circumstances: (a) the invalidity or unenforceability of any obligation of NMHG or any other guarantor under any Transaction Document or any other agreement or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of the Guaranteed Obligations or any part of them, or the lack of perfection or continuing perfection or failure of priority of any security for the Guaranteed Obligations or any part of them; (b) the absence of (i) any attempt to collect any Guaranteed

Guaranty Agreement – Page 1

Obligation or any part thereof from NMHG or any other guarantor or other action to enforce any of the same or (ii) any action to enforce any Transaction Document or any lien or encumbrance thereunder; (c) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against NMHG, or any other guarantor or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Guaranteed Obligation (or interest thereon) in or as a result of any such proceeding; (d) any foreclosure, whether or not through judicial sale, and any other sale, transfer, lease or other disposition of Collateral or any election by Beneficiary, following the occurrence and continuance of any event of default or other event which, with the giving of notice or the passage of time would constitute an event of default under any Transaction Document (an “ Event of Default ”), to proceed separately against any Collateral in accordance with Beneficiary’s rights under any applicable law; or (e) any other defense, setoff, counterclaim or any other circumstance that might otherwise constitute a legal or equitable discharge of NMHG, Guarantor, and any other guarantor, in each case other than the payment in full of the Guaranteed Obligations.

Guarantor hereby unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, acceptance, demand, protest, requirements for any demand or notice hereunder or other requirements of any kind with respect to any Guaranteed Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable and any other notice in respect of the Guaranteed Obligations or any part of them, and any defense arising by reason of any disability or other defense of NMHG, Guarantor or any other guarantor.

Guarantor unconditionally and irrevocably agrees not to enforce or otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against NMHG by reason of any Transaction Document or any payment made thereunder or to assert any claim, defense, setoff or counterclaim it may have against any other obligor for any of the Guaranteed Obligations or setoff any of its obligations to such other obligor against obligations of such obligor to Guarantor unless and until all of the Guaranteed Obligations are indefeasibly paid in full in cash. No obligation of Guarantor hereunder shall be discharged other than by complete performance.

Guarantor hereby represents and warrants to Beneficiary that as of the date hereof and on each date on which credit or any other financial accommodation is extended pursuant to the Transaction Documents:


(a) Guarantor is duly organized and validly existing under the laws of its state of incorporation or formation, as applicable, and has full corporate (or similar) power to enter into this Guaranty and to perform its obligations hereunder.

(b) The execution, delivery and performance of this Guaranty has been duly authorized by Guarantor by all necessary corporate (or similar) action.

(c) This Guaranty constitutes the legal, valid and binding obligation of Guarantor enforceable in accordance with its terms.

(d) Neither the execution of this Guaranty nor the performance of the obligations created hereunder will conflict with or result in a breach of any other agreement or instrument to which Guarantor is a party or by which it is bound or be in violation or default of any statute, rule, or decree of any court, administrative agency or governmental body to which it may be subject. Guarantor is not in material default with respect to any indenture, loan agreement, mortgage, lease, deed or other similar agreement to which it is a party or by which it is bound.

(e) There are no suits or proceedings pending or, to the knowledge of Guarantor, threatened, in any court or before any regulatory commission, board or other administrative or governmental agency

against or affecting Guarantor which will have a material adverse effect on its financial condition or operations or that would materially impair Guarantor’s ability to perform its obligations hereunder.

Guarantor agrees that, if any payment made by any obligor or other individual or entity and applied to the Guaranteed Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, then, if, prior to any of the foregoing, any provision of this Guaranty (including the guaranty of Guarantor hereunder) shall have been terminated, cancelled or surrendered, such provision, and any lien or encumbrance or other Collateral securing such Guarantor’s liability hereunder that may have been released or terminated by virtue of such termination, cancellation or surrender, shall be reinstated in full force and effect and such prior termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of Guarantor in respect of any lien or encumbrance or other Collateral securing such obligation or the amount of such payment.

The obligations of Guarantor hereunder are independent of and separate from the Guaranteed Obligations. If any Guaranteed Obligation is not paid when due, or upon any Event of Default, Beneficiary may, at its sole election, proceed directly and at once, without notice, against any guarantor to collect and recover the full amount or any portion of any Guaranteed Obligation then due, without first proceeding against Guarantor or any other obligor and without first joining Guarantor or any other obligor in any proceeding. Guarantor hereby assumes responsibility for keeping itself informed of the financial condition of NMHG and any other guarantor, maker or endorser of any Guaranteed Obligation or any part thereof, and of all other circumstances bearing upon the risk of nonpayment of any Guaranteed Obligation or any part thereof, that diligent inquiry would reveal, and Guarantor hereby agrees that Beneficiary shall not have any duty to advise Guarantor of information known to it regarding such condition or any such circumstances.

Beneficiary shall not by any act (except by a written instrument pursuant to the immediately succeeding paragraph), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event of Default. No failure to exercise, nor any delay in exercising, on the part of Beneficiary, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by Beneficiary of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that Beneficiary would otherwise have on any future occasion. The rights and remedies of Beneficiary hereunder are cumulative and nonexclusive of any other rights and remedies that Beneficiary may have under any other agreement or at law or in equity and may be exercised individually or concurrently, any or all thereof may be exercised instead of or in addition to each other or any remedies at law, in equity, or under statute.

No variation or modification of this Guaranty or any waiver of any of its provisions shall be valid unless in writing and signed by an authorized representative of Beneficiary. In the event this Guaranty is preceded or followed by any other agreement of suretyship or guaranty by Guarantor or others, all shall be deemed to be cumulative, and the obligations of Guarantor under this Guaranty shall be in addition to those stated in any other suretyship or guaranty agreement in favor of Beneficiary. This Guaranty shall be binding upon the successors and assigns of Guarantor and shall inure to the benefit of Beneficiary and its successors and assigns; provided , however , that Guarantor may not assign, transfer or delegate any of its rights or obligations under this Guaranty without the prior written consent of the Beneficiary, which consent shall not be unreasonably withheld.


(f) The consummation of the transactions between NMHG and Beneficiary contemplated by the Transaction Documents is of value to Guarantor and is reasonably expected to benefit Guarantor directly or indirectly, and is in furtherance of Guarantor’s business interests.

All notices to be given in connection with this Guaranty shall be in writing, shall be addressed to the parties at their respective

addresses set forth in this Guaranty (unless and until a different address may be specified in a written notice to the other party), and shall be deemed given: (i) on the date of receipt if delivered by hand; (ii) on the next business day after being sent by overnight courier service; and (iii) on the third business day after being sent by regular, registered, certified mail.

This Guaranty may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Guaranty by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof. Any provision of this Guaranty being held illegal, invalid or unenforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or unenforceable, any other provision of this Guaranty or any part of such provision in any other jurisdiction.

The laws of the State of New York (without giving effect to the conflicts of laws principles thereof) shall govern all matters arising out of, in connection with or relating to this Guaranty, including, without limitation, its validity, interpretation, construction, performance and enforcement.

GUARANTOR CONSENTS TO AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY, STATE OF NEW YORK, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN OR AMONG ANY OF THE PARTIES HERETO PERTAINING TO THIS GUARANTY, ANY TRANSACTION RELATING HERETO, ANY OTHER FINANCING RELATED THERETO, AND ANY INVESTIGATION, LITIGATION, OR PROCEEDING IN CONNECTION WITH, RELATED TO OR ARISING OUT OF ANY SUCH MATTERS, PROVIDED , THAT GUARANTOR ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF SUCH JURISDICTION. GUARANTOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND HEREBY WAIVES ANY OBJECTION IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR INCONVENIENT FORUM.

THE PARTIES HERETO, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS GUARANTY, THE TRANSACTION DOCUMENTS AND ANY OTHER TRANSACTION CONTEMPLATED HEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.

GUARANTOR DOES HEREBY FURTHER AGREE TO PAY UPON DEMAND ALL COSTS, ATTORNEYS’ FEES AND REASONABLE AND DOCUMENTED EXPENSES WHICH MAY BE SUFFERED BY BENEFICIARY BY REASON OF NMHG’S EVENT OF DEFAULT (AS DEFINED IN ANY TRANSACTION DOCUMENT) UNDER ANY TRANSACTION DOCUMENT OR ANY DEFAULT OF GUARANTOR UNDER THIS GUARANTY. GUARANTOR HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS BENEFICIARY AND ITS AFFILIATES AND THEIR RESPECTIVE PRINCIPALS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS AND THIRD-PARTY ADVISORS (EACH, AN “ INDEMNIFIED PARTY ”) (ON AN AFTER-TAX BASIS) FROM AND AGAINST ANY AND ALL LOSSES, DISPUTES, PENALTIES, CLAIMS, EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE AND DOCUMENTED LEGAL EXPENSES), DAMAGES, AND LIABILITIES (INCLUDING WITHOUT LIMITATION, ENVIRONMENTAL LIABILITIES) OF WHATSOEVE R KIND AND NATURE ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THIS GUARANTY AND THE TRANSACTION DOCUMENTS (“ CLAIMS ”), REGARDLESS OF WHETHER SUCH INDEMNIFIED PARTY IS A


PARTY THERETO; PROVIDED , HOWEVER , THAT NO INDEMNIFIED PARTY SHALL BE ENTITLED TO INDEMNITY HEREUNDER IN RESPECT OF ANY CLAIM TO THE EXTENT THAT THE SAME IS FOUND BY A FINAL, NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED DIRECTLY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY. ALL REPRESENTATIONS AND WARRANTIES MADE IN THIS GUARANTY SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS GUARANTY, AND GUARANTOR’S OBLIGATIONS UNDER THIS PARAGRAPH SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS GUARANTY.

THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER OF THIS GUARANTY.


IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty to be duly executed and delivered as of the date first above written.

HYSTER-YALE MATERIALS HANDLING, INC. as Guarantor

ACCEPTED AND AGREED as of the date first above written:




Name: Kenneth C. Schilling Title: Vice President and CFO


Name: Diane L. Cooper

Title: Vice President

ANNEX A

TO GUARANTY AGREEMENT

LIST OF JV DOCUMENTS


1. Second Amended and Restated Joint Venture and Shareholders Agreement 2. Second Amended and Restated Administrative Services Agreement 3. Second Amended and Restated Corporate Name Agreement 4. First Amended and Restated Recourse and Indemnity Agreement 5. Fourth Amended and Restated Remarketing Services Agreement 6. Second Amended and Restated Tax Allocation Agreement 7. Second Amended and Restated Financing Agreement 8. Financing Agreement Guaranty 9. Second Amended and Restated By-Laws

Exhibit 10.41

GUARANTY

Date: November 21, 2013 GENERAL ELECTRIC CAPITAL CORPORATION 300 East John Carpenter Freeway Irving, Texas 75062

To induce you (“ GECC ”) to enter into the Second Amended and Restated Financing Agreement dated November 21, 2013 (said agreement, including any present or future amendments or revisions thereto, being hereinafter collectively referred to as the “Financing Agreement ”), with NMHG FINANCIAL SERVICES, INC., a Delaware corporation (“ NFS ”), and to loan monies from time to time to NFS on and subject to the terms and conditions of the Financing Agreement, but without in anyway binding GECC to do so, NACCO MATERIALS HANDLING GROUP, INC., a Delaware corporation having its principal place of business at 5875 Landerbrook Drive, Mayfield Heights, OH 44124 (“ NMHG ”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby guarantee to GECC, its successors and assigns, subject only to the provisions of the last sentence of this paragraph, the due regular and punctual payment of any sum or sums of money which NFS may owe to GECC now or at any time hereafter, under or in connection with the Financing Agreement or the Cash Pooling Agreement (as defined in the Financing Agreement), whether evidenced by the Financing Agreement, the Cash Pooling Agreement or any present or future promissory notes and/or any other documents or instruments evidencing, or relating to, any loan, extension of credit or other financial accommodation made or to be made by GECC to NFS under the Financing Agreement or Cash Pooling Agreement (collectively “ Loan Documents ” and each a “ Loan Document ”), on open account or otherwise, and whether it represents principal, interest, late charges, indemnities, an original balance, an accelerated balance, a balance reduced by partial payment, a deficiency after sale or other disposition of any collateral or security, or any other type of sum of any kind whatsoever that NFS may owe to GECC now or at any time hereafter under or in connection with the Financing Agreement or the Cash Pooling Agreement (collectively the “ Indebtedness ”). ANYTHING IN THE FOREGOING TO THE CONTRARY NOTWITHSTANDING, WITH RESPECT TO ANY SUM THAT MAY NOW OR AT ANY TIME HEREAFTER BE DUE AND UNPAID UNDER OR IN CONNECTION WITH THE FINANCING AGREEMENT, NMHG’S OBLIGATION TO MAKE PAYMENT UNDER THE IMMEDIATELY PRECEDING SENTENCE SHALL IN NO EVENT EXCEED TWENTY PERCENT (20%) OF THE ENTIRE INDEBTEDNESS. Notwithstanding the foregoing, NMHG shall not be required to pay to GECC under this Guaranty more than 20% of any unpaid amount due to GECC from NFS under the Loan Documents.

NMHG does hereby further guarantee to GECC, its successors and assigns, to pay upon demand the full amount of all reasonable out-of-pocket costs, attorneys’ fees and expenses which may be incurred by GECC by reason any default by NMHG with respect to any of its obligations under this Guaranty.

This Guaranty is a guaranty of prompt payment and performance (and not merely a guaranty of collection). Nothing herein shall require GECC to first seek or exhaust any remedy against NFS, its successors and assigns, or any other person that may be or become obligated with respect to the Financing Agreement Guaranty – Page 1

Indebtedness, or to first foreclose, exhaust or otherwise proceed against any collateral or security which may be given now or hereafter in connection with the Indebtedness. It is agreed that you may, upon any breach or default of NFS, or at any time thereafter, make demand upon NMHG and receive payment under this Guaranty, with or without notice or demand for payment by NFS, its successors or assigns, or any other person. Suit may be brought and maintained against NMHG, at GECC’s election, without joinder of NFS or any other person as parties thereto.

NMHG agrees that its obligations under this Guaranty shall be primary, absolute, continuing and unconditional (except as otherwise expressly provided in the last sentence of the first paragraph to this Guaranty), irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of NMHG): (a) the genuineness, validity, regularity and enforceability of any Loan Document(s) or any other document; (b) any extension, renewal, amendment, change, waiver or other modification of any Loan Document(s) or any other document; (c) the absence of, or delay in, any action to enforce any Loan Document(s), this Guaranty or any other document; (d) any failure or delay in obtaining any other guaranty of the Indebtedness; (e) the release of, extension of time for payment or performance by, or any other indulgence granted to NFS or any other person with respect to the Indebtedness by operation of law or otherwise; (f) the existence, value, condition, loss, subordination or release (with or without substitution) of, or failure to have title to or perfect and maintain a security interest in, or the time, place and manner of any sale or other disposition of any collateral or security that may be given, now or hereafter, in connection with the Indebtedness, or any other impairment (whether intentional or negligent, by operation of law or otherwise) of the rights of NMHG; (g) NFS’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting NFS or any of its assets; or (h) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor.

This Guaranty shall continue and remain undischarged until all of the Indebtedness has been indefeasibly paid in full. Without limiting the foregoing, NMHG agrees that this Guaranty shall remain in full force and effect or be reinstated (as the case may be) if at any time payment of any of the Indebtedness (or any part thereof) is rescinded, reduced or must otherwise be restored or returned by GECC, all as though such payment or performance had not been made. If, by reason of any bankruptcy, insolvency or similar laws effecting the rights of creditors, GECC shall be prohibited from exercising any of its rights or remedies against NFS or any other person or against any property, then, as between GECC and NMHG, such prohibition shall be of no force an effect, and GECC shall have the right to make demand upon, and receive payment from, NMHG all amounts and other sums that would be due hereunder but for such prohibition.

Notice of acceptance of this Guaranty, of any loan, advance or other extension of credit under or in connection with the Financing Agreement, and of any default by NFS or any other person, is hereby waived. Presentment, protest demand, and notice of protest, demand and dishonor of any of the Indebtedness, and the exercise of possessory, collection or other remedies for the Indebtedness, are hereby waived. NMHG warrants that it has adequate means to obtain from NFS on a continuing basis financial data and other information regarding NFS. Without limiting the foregoing, notice of adverse change in the financial condition of NFS or of any other fact which might materially increase the risk of NMHG is also waived. All settlements, compromises, accounts stated and agreed balances made in good faith between NFS, its successors or assigns, and GECC Financing Agreement Guaranty – Page 2

shall be binding upon and shall not affect the liability of NMHG. NMHG waives any and all rights of subrogation until all of the Indebtedness has been indefeasibly paid in full.

As used in this Guaranty, the word “person” shall include any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, or any government or any political subdivision thereof.

This Guaranty is intended by the parties as a final expression of the guaranty of NMHG and is also intended as a complete and exclusive statement of the terms thereof. No course of dealing, course of performance or trade usage, nor any paid evidence of any kind, shall be used to supplement or modify any of the terms hereof. Nor are there any conditions to the full effectiveness of this Guaranty. This Guaranty and each of its provisions may only be waived, modified, varied, released, terminated or surrendered, in whole or in part, by a duly authorized written instrument signed by GECC and NMHG. No failure by GECC to exercise its rights hereunder or any of the Loan Documents shall give rise to any estoppel against GECC, or excuse NMHG from performing hereunder. GECC’s waiver of any right to demand performance hereunder shall not be a waiver of any subsequent or other right to demand performance hereunder.

This Guaranty shall bind NMHG, its successors and assigns, and the benefits hereof shall extend to and include GECC, its

successors and assigns.

This Guaranty shall be construed and enforced in accordance with the laws of the State of New York. Any and all disputes, controversies or claims arising out of, or relating to, this Guaranty shall be determined by arbitration in accordance with the Arbitration Rules of the American Arbitration Association. The number of arbitrators shall be three. One arbitrator each shall be appointed by NMHG and GECC respectively, and the third arbitrator, who shall serve as chairman of the tribunal, shall be appointed by the American Arbitration Association. The place of arbitration shall be New York City. The language of the arbitration shall be English and any arbitral award arising from any arbitration pursuant to this paragraph shall be final and binding upon all parties hereto and no party shall seek recourse to a court of law or other authorities to appeal for revision of such decision or any other ruling of the arbitrator. The cost of the arbitration shall be borne by the party who does not prevail in the arbitration proceeding or as is otherwise decided by the arbitration panel. The question of whether a dispute is governed by this arbitration clause shall itself be determined by arbitration.

NMHG hereby represents and warrants that this Guaranty (i) has been duly authorized, executed and delivered on behalf of

NMHG, (ii) constitutes a valid, legal and binding obligation of NMHG, and (iii) is enforceable against NMHG in accordance with its terms (except to the extent that enforcement of remedies may be limited by any bankruptcy or insolvency proceedings affecting NMHG). Financing Agreement Guaranty – Page 3

IN WITNESS WHEREOF, this Guaranty is executed the day and year above written.


Financing Agreement Guaranty – Page 4


Name: Kenneth C. Schilling Title: Vice President and CFO

Exhibit 10.64

LOAN, SECURITY AND GUARANTY AGREEMENT

dated as of

December 18, 2013

among

HYSTER-YALE MATERIALS HANDLING, INC. and

NACCO MATERIALS HANDLING GROUP, INC., as U.S. Borrowers,

NACCO MATERIALS HANDLING B.V., N.M.H. INTERNATIONAL B.V.

and N.M.H. HOLDING B.V.,

as Dutch Borrowers,

NACCO MATERIALS HANDLING LIMITED, as UK Borrower,

any other Borrowers party hereto from time to time

and

certain Persons party hereto from time to time as Guarantors,

CERTAIN FINANCIAL INSTITUTIONS, as Lenders,

BANK OF AMERICA, N.A., as Administrative Agent and Security Trustee,

MERRILL LYNCH, PIERCE, FEN N ER & SMITH INCORPORATED

and CITIGROUP GLOBAL MARKETS INC.,

as Joint Lead Arrangers and Joint Book Managers

and

CITIBANK, N.A., as Syndication Agent

TABLE OF CONTENTS

Page No. SECTION 1. DEFINITIONS; RULES OF CONSTRUCTION 1 1.1 Definitions 1 1.2 Accounting Terms 58 1.3 Uniform Commercial Code/Australian PPSA 59 1.4 Certain Matters of Construction 59 1.5 Currency Equivalents 59 SECTION 2. CREDIT FACILITIES 60 2.1 Revolver Commitment 60 2.2 U.S. Letter of Credit Facility 65 2.3 Foreign Letter of Credit Facility 68 2.4 Resignation of Issuing Bank 71 2.5 Interest Rate Fluctuations 72 SECTION 3. INTEREST, FEES and CHARGES 72 3.1 Interest 72 3.2 Fees 74 3.3 Computation of Interest, Fees, Yield Protection 75 3.4 Reimbursement Obligations 76 3.5 Illegality 76 3.6 Inability to Determine Rates 77 3.7 Increased Costs; Capital Adequacy 77 3.8 Mitigation 79 3.9 Funding Losses 79 3.10 Maximum Interest 79 SECTION 4. LOAN ADMINISTRATION 79 4.1 Manner of Borrowing and Funding Loans 79 4.2 Defaulting Lender 82

4.3 Number and Amount of Australian Bank Bill Rate Loans and LIBOR Loans; Determination of Rate 83

4.4 Borrower Agents 83 4.5 One Obligation 84 4.6 Effect of Termination 84 SECTION 5. PAYMENTS 85 5.1 General Payment Provisions 85 5.2 Repayment of Loans 85 5.3 Payment of Other Obligations 85 5.4 Marshaling; Payments Set Aside 85 5.5 Application and Allocation of Payments 86 5.6 Dominion Account 88 5.7 Account Stated 89 5.8 Taxes 89 5.9 Lender Tax Information 106

5.10 Guaranties 108 5.11 Foreign Domiciled Obligors 112 SECTION 6. CONDITIONS PRECEDENT 112 6.1 Conditions Precedent to Initial Loans 112 6.2 Conditions Precedent to All Credit Extensions 114 SECTION 7. COLLATERAL 115 7.1 Grant of Security Interest 115 7.2 Lien on Deposit Accounts; Cash Collateral 116 7.3 PP&E Collateral 117 7.4 Pledged Collateral 117 7.5 Other Collateral 121 7.6 Limitations 121 7.7 Further Assurances 122 7.8 Excluded Creation and Perfection Actions 122 SECTION 8. COLLATERAL ADMINISTRATION 122 8.1 Borrowing Base Certificates 122 8.2 Administration of Accounts 123 8.3 Administration of Inventory 125 8.4 Administration of Equipment 126 8.5 Administration of Deposit Accounts 126 8.6 General Provisions 126 8.7 Power of Attorney 128 SECTION 9. REPRESENTATIONS AND WARRANTIES 129 9.1 General Representations and Warranties 129 9.2 Complete Disclosure 137 SECTION 10. COVENANTS AND CONTINUING AGREEMENTS 137 10.1 Affirmative Covenants 137 10.2 Negative Covenants 146 10.3 Financial Covenant 146 SECTION 11. EVENTS OF DEFAULT; REMEDIES ON DEFAULT 156 11.1 Events of Default 156 11.2 Remedies upon Default 158 11.3 License 158 11.4 Setoff 159 11.5 Remedies Cummulative; No Waiver 159 SECTION 12. AGENT AND SECURITY TRUSTEE 159 12.1 Appointment; Authority and Duties of Agent 159 12.2 European Security Trustee 161 12.3 Australian Security Trustee 166 12.4 Agreements Regarding Collateral and Reports 166 12.5 Reliance By Agent 168 12.6 Action Upon Default 168

12.7 Ratable Sharing 168 12.8 Indemnification 168 12.9 Limitation on Responsibilities of Agent 169 12.10 Successor Agent and Co-Agents 169 12.11 Due Diligence and Non-Reliance 170 12.12 Remittance of Payments and Collections 170 12.13 Individual Capacities 171 12.14 Titles 171 12.15 Bank Product Providers 171 12.16 Withholding Taxes 171 12.17 No Third Party Beneficiaries 171 SECTION 13. BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS 172 13.1 Successors and Assigns 172 13.2 Participations 172 13.3 Assignments 173 13.4 Replacement of Certain Lenders 174 13.5 Lender Loss Sharing Agreement 174 SECTION 14. MISCELLANEOUS 176 14.1 Consents, Amendments and Waivers 176 14.2 Indemnity 177 14.3 Notices and Communications 178 14.4 Performance of Obligors' Obligations 179 14.5 Credit Inquiries 179 14.6 Severability 179 14.7 Cumulative Effect; Conflict of Terms 179 14.8 Counterparts; Execution 179 14.9 Entire Agreement 180 14.10 Relationship with Lenders 180 14.11 No Advisory or Fiduciary Responsibility 180 14.12 Confidentiality 180 14.13 Australian PPSA Provisions 181 14.14 GOVERNING LAW 182 14.15 Consent to Forum 182 14.16 Waiver by Obligors 184 14.17 Patriot Act Notice 184 14.18 Australian Anti-Money Laundering Provisions 184 14.19 NO ORAL AGREEMENT 185

LIST OF EXHIBITS AND SCHEDULES

Exhibit A Form of Assignment and Acceptance Exhibit B Form of Acceptance Notice Exhibit C Form of Joinder Agreement Exhibit D Form of Notice of Foreign Borrowing Exhibit E Form of Notice of Foreign Continuation/Conversion Exhibit F Form of Compliance Certificate Schedule 1.1(a) Foreign Revolver Commitment Schedule 1.1(b) U.S. Revolver Commitment Schedule 1.1(c) Financial Institutions Schedule 1.1(d) Permitted Asset Dispositions Schedule 1.1(e) Real Estate Related Documents Schedule 1.1(f) Existing Foreign Letters of Credit Schedule 1.1(g) Existing U.S. Letters of Credit Schedule 3.7 Mandatory Costs Rate Schedule 7.4 Pledged Collateral Schedule 8.5 Deposit Accounts Schedule 8.6.1 Business Locations Schedule 9.1.4 Names and Capital Structure; Subsidiaries Schedule 9.1.10 Royalties Schedule 9.1.14 Restrictive Agreements Schedule 9.1.15 Litigation Schedule 9.1.17 Plans Schedule 9.1.19 Labor Contracts Schedule 10.1.11 Post-Closing Actions Schedule 10.2.1 Permitted Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.4 Existing Investments Schedule 10.2.8 Permitted Existing Accommodation Obligations Schedule 10.2.16 Existing Affiliate Transactions

LOAN, SECURITY AND GUARANTY AGREEMENT

THIS LOAN, SECURITY AND GUARANTY AGREEMENT is dated as of December 18, 2013, among HYSTER-YALE MATERIALS HANDLING, INC., a Delaware corporation (“ Parent ”), NACCO MATERIALS HANDLING GROUP, INC., a Delaware corporation (“ NMHG ”, and together with Parent, the “ Initial U.S. Borrowers ”), NACCO MATERIALS HANDLING B.V., a private company with limited liability incorporated under the laws of the Netherlands having its corporate seat in Nijmegen (“ NACCO BV ”), N.M.H. INTERNATIONAL B.V., a private company with limited liability incorporated under the laws of the Netherlands having its corporate seat in Nijmegen (“ NMH International ”), N.M.H. HOLDING B.V., a private company with limited liability incorporated under the laws of the Netherlands having its corporate seat in Nijmegen (“ Holding BV ”, and together with NACCO BV and NMH International, the “ Initial Dutch Borrowers ”), NACCO MATERIALS HANDLING LIMITED, a company incorporated in England and Wales with company number 02636775 (the “ Initial UK Borrower ” and, together with the Initial Dutch Borrowers and the Initial U.S. Borrowers, the “ Initial Borrowers ” and each, an “ Initial Borrower ”), the Persons party to this Agreement from time to time as Guarantors (as defined herein), the financial institutions party to this Agreement from time to time as lenders (collectively, “ Lenders ”), and BANK OF AMERICA, N.A., a national banking association, in its capacity as administrative agent and security trustee for itself and the other Secured Parties (as defined herein) (together with any successor agent appointed pursuant to Section 12.10 , the “ Agent ”).

R E C I T A L S :

The Initial Borrowers have requested that Lenders provide senior secured revolving credit facilities to the Initial Borrowers to finance their mutual and collective business enterprise consisting of a domestic revolving credit facility in the initial facility amount of $120,000,000 and a foreign revolving credit facility in the initial facility amount of $100,000,000. Lenders are willing to provide the senior secured revolving credit facilities on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for valuable consideration hereby acknowledged, the parties agree as follows:

Section 1. DEFINITIONS; RULES OF CONSTRUCTION

1.1 Definitions . As used herein, the following terms have the meanings set forth below:

Accommodation Obligation : any Contractual Obligation, contingent or otherwise, of one Person with respect to any Debt, obligation or liability of another, if the primary purpose or intent thereof by the Person incurring the Accommodation Obligation is to provide assurance to the obligee of such Debts, obligation or liability of another that such Debt, obligation or liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders thereof will be protected (in whole or in part) against loss in respect thereof including, without limitation, direct and indirect guarantees, endorsements (except for collection or deposit in the

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ordinary course of business), notes co-made or discounted, recourse agreements, take-or-pay agreements, keep well agreements, agreements to purchase or repurchase such Debt, obligation or liability or any security therefor or to provide funds for the payment or discharge thereof, agreements to maintain solvency, assets, level of income, or other financial condition, and agreements to make payment other than for value received. The amount of any Accommodation Obligation shall be equal to the lesser of (a) the principal amount payable under such Accommodation Obligation (if quantifiable) and (b) the portion of the obligation so guaranteed or otherwise supported.

Account : as defined in the UCC or the Australian PPSA, as applicable, including all rights to payment for goods sold or leased, or for services rendered, whether or not they have been earned by performance.

Account Debtor : a Person obligated under an Account, Chattel Paper or General Intangible.

Accounting Changes : with respect to any Person, changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successor thereto or any agency with similar functions).

Acquisition : a transaction or series of transactions resulting in (a) acquisition of a business, division or substantially all assets of a Person; (b) record or beneficial ownership of 50% or more of the Equity Interests of a Person; or (c) merger, consolidation or combination of Parent or any Subsidiary with another Person.

Affiliate : with respect to a specified Person, any branch of such Person or any other Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “ Control ”means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise, and in respect of any Person which is an Australian Domiciled Obligor, also has the meaning provided in section 50AA of the Australian Corporations Act. “ Controlling ” and “Controlled ” have correlative meanings.

Agent : as defined in the preamble to this Agreement.

Agent Indemnitees : Agent and its officers, directors, employees, Affiliates, agents and attorneys, including, without limitation, the Security Trustee.

Agent Professionals : attorneys, accountants, appraisers, auditors, business valuation experts, environmental engineers or consultants, turnaround consultants, and other professionals and experts retained by Agent.

Agreement : this Loan, Security and Guaranty Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

Agreement Currency : as defined in Section 1.5.2 .

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Allocable Amount : as defined in Section 5.10.3(b) .

AML Legislation : any applicable anti-money laundering, anti-terrorist financing, terrorism, economic or trade sanctions and “know your client” policies, regulations, laws or rules, including any guidelines or orders thereunder (including the Patriot Act).

Applicable Law : all laws, rules, regulations and governmental guidelines applicable to the Person, conduct, transaction, agreement or matter in question, including all applicable statutory law, common law and equitable principles, and all provisions of constitutions, treaties, statutes, rules, regulations, orders and decrees of Governmental Authorities.

Applicable Lenders : (a) with respect to the Foreign Borrowers, the Foreign Lenders and (b) with respect to the U.S. Borrowers, the U.S. Lenders.

Applicable Margin : with respect to any Loan and any other Obligations specified below, the respective margin set forth below, based on the Borrowers’ average daily Total Excess Availability expressed as a percentage of the average daily Total Borrowing Base for the most recent Fiscal Quarter determined as of the most recent determination date:

Until April 1, 2014, the Applicable Margin shall be determined as if Level II were applicable. Thereafter, the Applicable Margin shall be subject to increase or decrease by Agent on the first day of the calendar month following each Fiscal Quarter end. If Agent is unable to calculate average daily Total Excess Availability for a Fiscal Quarter due to a Borrower Agent’s failure to deliver any Borrowing Base Certificate when required hereunder, then, at the option of Agent or Required Lenders, the Applicable Margin shall be determined as if Level I were applicable until the first day of the calendar month following its receipt.

Appointee : as defined in Section 12.2.3(a) .

Approved Fund : any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

Asset Disposition : a sale, lease, license, consignment, transfer or other disposition of Property of an Obligor, including (a) a disposition of Property in connection with a sale-leaseback transaction or synthetic lease and (b) any issuance of any additional Equity Interests by an Obligor or any of its Subsidiaries (other than issuances (i) by Parent, (ii) to such Obligor’s or Subsidiary’s existing parent, (iii) of directors’ qualifying shares and (iv) to another Obligor or Subsidiary).

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Level Total Excess Availability

Australian Bank Bill Rate Loans, Foreign Base Rate Loans and LIBOR Loans U.S. Base Rate Loans

I < 33% 2% 1% II > 33% < 66% 1.75% 0.75% III > 66% 1.5% 0.5%

Assignment and Acceptance : an assignment agreement between a Lender and Eligible Assignee, in the form of Exhibit A or otherwise satisfactory to Agent.

Australia : the Commonwealth of Australia.

Australian Bank Bill Rate : with respect to each Interest Period for an Australian Bank Bill Rate Loan, (a) the average bid rate (the “ BBR Screen Rate ”) displayed at or about 10:30 a.m. (Melbourne, Australia time) on the first day of that Interest Period on the Reuters screen BBSY page for a term equivalent to such Interest Period; or (b) to the extent the BBR Screen Rate is not displayed for a term equivalent to such Interest Period, the rate determined by the Agent in good faith and notified by it to the applicable Australian Borrower on or prior to the close of business on the first day of the relevant Interest Period to be the arithmetic mean (rounded upward to four decimal places) of the buying rates (for bills of exchange accepted by leading Australian banks which have a term equivalent to such Interest Period) quoted by three leading banks in Australia appointed by Agent in consultation with the Foreign Borrower Agent at or about that time on that date.

Australian Bank Bill Rate Loan : a Foreign Loan, or portion thereof, funded in Australian Dollars to an Australian Borrower and bearing interest calculated by reference to the Australian Bank Bill Rate.

Australian Borrowers : each Foreign Subsidiary organized under the laws of Australia or any state or territory thereof that, after the date hereof, has executed a supplement or joinder to this Agreement in accordance with Section 10.1.9(a) or Section 10.1.9(c) , as applicable, and has satisfied the other requirements set forth in Section 10.1.9(a) or Section 10.1.9(c) , as applicable, in order to become an Australian Borrower.

Australian Borrower Activation Date : the first date on which a Foreign Subsidiary organized under the laws of Australia

or any state or territory thereof becomes an Australian Borrower hereunder in accordance with Section 10.1.9(c) .

Australian Corporations Act : the Corporations Act 2001 (Cth) of Australia.

Australian Credit Facility : that certain Guaranteed Multi Option Facility, dated August 15, 2000, among NACCO Materials Handling Group Pty Limited ACN 000 297 914, Citibank, N.A. and Citibank Limited, as amended, restated, supplemented or otherwise modified from time to time or as the same may be refinanced or replaced; provided that such refinancing or replacement, taken as a whole, is on terms no less favorable to NACCO Materials Handling Group Pty Limited ACN 000 297 914 than the terms of the existing Australian Credit Facility prior to such replacement or refinancing; provided , further , that such refinancing or replacement shall not be in an aggregate principal amount greater than the commitments under the Australian Credit Facility on the Closing Date.

Australian Dollars : the lawful currency of Australia.

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Australian Domiciled Obligor : each Australian Borrower and each other Foreign Subsidiary organized under the laws of Australia or any state or territory thereof that, after the date hereof, in accordance with Section 10.1.9(a) or otherwise, has executed a supplement or joinder to this Agreement or otherwise entered into a guaranty in order to become an Obligor, and “Australian Domiciled Obligors” means all such Persons, collectively.

Australian Double Tax Treaty : as defined in Section 5.8.9(a) .

Australian Loans : each of the Australian Bank Bill Rate Loans, the LIBOR Loans and the Foreign Base Rate Loans funded to Australian Borrowers.

Australian Pension Plan : a superannuation, retirement benefit or pension fund (whether established by deed or under any statute of Australia or any state or territory of Australia) contributed to by, or to which there is or may be an obligation to contribute by, any Obligor in respect of its Australian employees and officers or former employees and officers.

Australian PPSA : the Personal Property Security Act 2009 (Cth) of Australia and the regulations made thereunder.

Australian Security Agreements : (a) each specific security agreement among any Australian Domiciled Obligor and the Australian Security Trustee (which will not include security over the PP&E Collateral of any Australian Domiciled Obligor unless Equipment and Real Estate of Australian Domiciled Obligors are eligible for inclusion in the Foreign Borrowing Base), (b) each featherweight general security agreement among any Australian Domiciled Obligor and the Australian Security Trustee, (c) any Deposit Account Control Agreements among any Australian Domiciled Obligor and the Australian Security Trustee, and (d) any Securities Account Control Agreements among any Australian Domiciled Obligor and the Australian Security Trustee.

Australian Security Trust : the trust established under the Australian Security Trust Deed.

Australian Security Trust Deed : (a) any security trust deed entered into among the Australian Domiciled Obligors, the Agent, the Australian Security Trustee and the Foreign Facility Secured Parties in accordance with Section 12.3 of this Agreement, and (b) any accession deed entered into among an Australian Domiciled Obligor or a Foreign Facility Secured Party and the Australian Security Trustee from time to time thereto.

Australian Security Trustee : Bank of America (Australia) or any successor security trustee appointed under the Australian Security Trust Deed.

Australian Subsidiaries : NMHG Australia Holding Pty Limited ACN 101 464 073, NACCO Materials Handling Group Pty Limited ACN 000 297 914, NMHG Distribution Pty Limited ACN 053 370 291, and any other Foreign Subsidiaries organized under the laws of Australia or any state or territory thereof from time to time in accordance with Section 10.2.9 of this Agreement.

Availability : Foreign Excess Availability and/or U.S. Excess Availability, as the context may require.

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Availability Reserve : the Foreign Availability Reserve and/or the U.S. Availability Reserve, as the context may require.

Bank of America : Bank of America, N.A., a national banking association, and its successors and assigns.

Bank of America (Australia) : Bank of America, National Association, ARBN 064 874 531 (acting through its Australia branch).

Bank of America (London) : Bank of America (acting through its London branch).

Bank of America Indemnitees : Bank of America, Bank of America (Australia), Bank of America (London) and their respective officers, directors, employees, Affiliates, agents and attorneys.

Bank Product : any of the following products, services or facilities extended to any Borrower or Affiliate of a Borrower by a Lender or any of its Affiliates: (a) Cash Management Services; (b) products under Hedging Agreements; (c) commercial credit card and merchant card services; (d) prior to the Australian Borrower Activation Date, (i) working capital credit facilities extended by Citibank, N.A. or its Affiliates to Parent’s Subsidiaries in Australia and China and (ii) letters of credit issued by Citibank, N.A. or its Affiliates to Parent’s Subsidiaries in Australia and China, in an aggregate amount for this clause (d) not to exceed $10,000,000 at any time and (e) other banking products or services, other than Letters of Credit.

Bankruptcy Code : Title 11 of the United States Code.

Barclays Accounts : as defined in Section 8.2.4 .

Base Rate : Foreign Base Rate and/or U.S. Base Rate, as the context requires.

Base Rate Loan : a Foreign Base Rate Loan and/or U.S. Base Rate Loan, as the context requires.

Board of Directors : with respect to any Person, the board of directors of such Person or any committee thereof duly authorized to act on behalf of such Board.

Board of Governors : the Board of Governors of the Federal Reserve System.

Borrowed Money : with respect to any Obligor, without duplication, its (a) Debt that (i) arises from the lending of money by any Person to such Obligor, (ii) is evidenced by notes, drafts, bonds, debentures, credit documents or similar instruments, (iii) accrues interest or is a type upon which interest charges are customarily paid (excluding trade payables owing in the Ordinary Course of Business), or (iv) was issued or assumed as full or partial payment for Property; (b) Capital Leases; (c) reimbursement obligations with respect to letters of credit; and (d) guaranties of any Debt of the foregoing types owing by another Person.

Borrower : each Foreign Borrower and each U.S. Borrower and, collectively, Borrowers .

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Borrower Agent and Borrower Agents : as defined in Section 4.4(b) .

Borrower Group : Foreign Borrowers or U.S. Borrowers, as the context may require.

Borrower Group Commitment : with respect to the commitment of (a) a Foreign Lender, its Foreign Revolver Commitment and (b) a U.S. Lender, its U.S. Revolver Commitment. The term “ Borrower Group Commitments ” means (i) the Borrower Group Commitment of all Foreign Lenders or (ii) the Borrower Group Commitment of all U.S. Lenders, as the context requires. To the extent any Lender has more than one Borrower Group Commitment, each such Commitment shall be considered as a separate Commitment for purposes of this definition.

Borrower Materials : Borrowing Base Certificates, Compliance Certificates and other information, reports, financial statements and other materials delivered by Borrowers hereunder, as well as other Reports and information provided by Agent to Lenders.

Borrowing : a group of Loans that are made or converted together on the same day and have the same interest option and, if applicable, Interest Period.

Borrowing Base : the Foreign Borrowing Base and/or the U.S. Borrowing Base, as the context requires.

Borrowing Base Certificate : a certificate, in form and substance satisfactory to Agent, by which U.S. Borrower Agent certifies the Total Borrowing Base and each individual Borrowing Base.

Business Activity Report : to the extent required, notice of a business activity or other report from the appropriate Governmental Authority in the jurisdiction in which an obligor of Collateral is located to enforce rights in or against Collateral or such obligor.

Business Day : any day excluding Saturday, Sunday and any other day that is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are closed; and when used with reference to (a) a LIBOR Loan, the term shall also exclude any day on which banks are not open for the transaction of banking business in London, England, (b) a Foreign Loan, shall also exclude any day (i) on which banks are not open for the transaction of banking business in London, England and (ii) in respect of any such Loan denominated in Euros, any day that is not a TARGET Day and (c) an Australian Loan, shall also exclude any day on which banks are not open for the transaction of banking business in Sydney, New South Wales, Australia.

CAM Exchange : the exchange of the U.S. Lenders’ interests and the Foreign Lenders’ interests provided for in Section 13.5 .

CAM Exchange Date : the date which Agent in its discretion designates as the “CAM Exchange Date” by notice to the Lenders as a result of the occurrence of (a) any Event of Default under Section 11.1(h) or (b) an acceleration of Loans and termination of the Commitments pursuant to Section 11.2 .

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CAM Percentage : as to each Lender, a fraction (expressed as a percentage), (a) the numerator of which shall be the aggregate amount of such Lender’s Commitment immediately prior to the CAM Exchange Date, and (b) the denominator of which shall be the aggregate amount of the Commitments of all the Lenders immediately prior to the CAM Exchange Date.

Capital Expenditures : all liabilities incurred or expenditures made by Parent or any Subsidiary (whether payable in cash or

other Property or accrued as a liability (but without duplication)) during such period that, in conformity with GAAP, are required to be classified as capital expenditures but excluding (a) interest capitalized relating to and during construction of Property, (b) expenditures made in connection with the replacement or restoration of Property to the extent reimbursed or financed from insurance or condemnation proceeds not constituting net cash proceeds of sale of such Property and (c) expenditures made with the proceeds from the sales of similar Property to the extent such sales and reinvestments are otherwise permitted under this Agreement.

Capital Lease : any lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

Cash Collateral : cash, and any interest or other income earned thereon, that is delivered to Agent or Security Trustee to Cash Collateralize any Obligations.

Cash Collateral Account : the Foreign Cash Collateral Account and/or U.S. Cash Collateral Account, as the context may require.

Cash Collateralize : the delivery of cash to Agent or Security Trustee, as security for the payment of Obligations, in an amount equal to (a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Secured Bank Product Obligations), Agent’s good faith estimate of the amount due or to become due, including fees, expenses and indemnification hereunder. “ Cash Collateralization ” has a correlative meaning.

Cash Dominion Event : the occurrence of any one of the following events: (%3) Total Excess Availability shall be less than ten percent (10%) of the Commitments at any time, (%3) U.S. Excess Availability shall be less than ten percent (10%) of the U.S. Revolver Commitments at any time, or (%3) (%4) an Event of Default under Section 11.1(a) or 11.1(h) shall have occurred and be continuing or (%4) any other Event of Default shall have occurred and be continuing and Agent shall have determined, in its sole discretion or at the direction of the Required Lenders, to effect a Cash Dominion Event as a result of such Event of Default; provided that, (%5) to the extent that the Cash Dominion Event has occurred due to (1) clause (a) of this definition, if Total Excess Availability shall have exceeded ten percent (10)% of the Commitments, (2) clause (b) of this definition, if U.S. Excess Availability shall have exceeded ten percent (10%) of the U.S. Revolver Commitments and (3) clause (c) of this definition, if the Event of Default shall have been cured or waived to Agent’s satisfaction and no other Event of Default has occurred and is continuing, in each case for subclauses (1) through (3) , for at least thirty (30) consecutive days, and (%5) if no more than three (3) Cash Dominion Events have previously been cured, then the Cash Dominion Event shall cease to exist; provided , further , that, the Borrowers may consent to cash sweeps and other

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transfers implemented pursuant to Section 5.6 as a result of any notice or direction given by Agent during the existence of a Cash Dominion Event remaining in effect after a Cash Dominion Event has ceased to exist and, if no such consent is granted, Agent shall have a reasonable period of time following the end of a Cash Dominion Event to terminate the cash sweeps and other transfers existing pursuant to Section 5.6 as a result of any notice or direction given by Agent during the existence of a Cash Dominion Event. Notwithstanding the foregoing, from and after the PP&E Component Implementation Date each of the above-listed percentages shall instead be twelve and one-half percent (12.5%).

Cash Equivalents : (a) marketable direct obligations issued or unconditionally guaranteed by the U.S. government and backed by the full faith and credit of the U.S. government; (b) repurchase agreements on obligations of the type specified in clause (a) above with respect to which, at the time of acquisition, the senior long-term debt of the party agreeing to repurchase such obligations is rated AAA (or better) by S&P or Aaa (or better) by Moody’s; (c) domestic and eurodollar certificates of deposit and time deposits, bankers’ acceptances and floating rate certificates of deposit issued by any commercial bank organized under the laws of the U.S., any state thereof, the District of Columbia, any foreign bank, or its branches or agencies (fully protected against currency fluctuations), which, at the time of acquisition, are rated A-1 (or better) by S&P or P-1 (or better) by Moody’s; (d) commercial paper of U.S. and foreign banks and bank holding companies and their subsidiaries and U.S. and foreign finance, commercial industrial or utility companies which, at the time of acquisition, are rated A-1 (or better) by S&P or P-1 (or better) by Moody’s; (e) marketable direct obligations of any state of the U.S. or any political subdivision of any such state given on the date of such investment the highest credit rating by Moody’s and S&P; or (f) securities of money market funds rated Am (or better) by S&P or A (or better) by Moody’s; provided , that the maturities of any such Cash Equivalents referred to in clauses (a) , (c) , (d) and (e) shall not exceed 270 days.

Cash Management Services : services relating to operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services.

CERCLA : the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq .).

CERCLIS : as defined in Section 9.1.13(e) .

CFC : an entity that is a “controlled foreign corporation” within the meaning of Section 957 of the Code.

CFC Holdco : a Domestic Subsidiary substantially all of the assets of which consist of Equity Interests of CFCs and with no material business activities other than the ownership of the Equity Interests of CFCs.

Change in Law : the occurrence, after the date hereof, of (a) the adoption, taking effect or phasing in of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof; or (c) the making, issuance or

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application of any request, guideline, requirement or directive (whether or not having the force of law) by any Governmental Authority; provided , however , that “Change in Law” shall include, regardless of the date enacted, adopted or issued, all requests, rules, guidelines, requirements or directives (i) under or relating to the Dodd-Frank Wall Street Reform and Consumer Protection Act, or (ii) promulgated pursuant to Basel III by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any similar authority) or any other Governmental Authority.

Change of Control : the occurrence of any of the following:

(a) any Person or group of Persons (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act) other than one or more Permitted Holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 promulgated by the Commission under said Act), either directly or indirectly, of thirty-three percent (33%) or more of the total voting power of the outstanding Voting Stock of Parent; provided, however , that the Permitted Holders beneficially own (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act), directly or indirectly, in the aggregate a lesser percentage of the total voting power of the Voting Stock of Parent than such other Person and do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of Parent;

(b) individuals who on the Closing Date constituted the Board of Directors of Parent (together with any new directors whose election by the Board of Directors of Parent or whose nomination for election by the stockholders of Parent was approved by the Permitted Holders or by a vote of a majority of the directors of Parent then still in office who were either directors on the Closing Date or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of Parent then in office;

(c) the adoption of a plan relating to the liquidation or dissolution of any Obligor (other than to the extent permitted in Section 10.2.7 );

(d) the merger or consolidation of any Obligor with or into another Person or the merger of another Person with or into any Obligor, or the sale of all or substantially all the assets of any Obligor to another Person, other than a transaction permitted by Section 10.2.5 and 10.2.7 ; or

(e) one hundred percent (100%) of the Equity Interests of any Borrower (other than Parent) ceasing to be owned (directly or indirectly) by Parent, or one hundred percent (100%) of the Equity Interests of any Borrower (other than Parent) ceasing to be pledged to Agent pursuant to the applicable Security Documents.

Citibank UK Collection Accounts : as defined in Section 8.2.4 .

Claims : all claims, liabilities, obligations, losses, damages, penalties, judgments, proceedings, interest, costs and expenses of any kind (including remedial response costs, reasonable attorneys’ fees and Extraordinary Expenses) at any time (including after Full Payment of the

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Obligations or replacement of Agent or any Lender) incurred by any Indemnitee or asserted against any Indemnitee by any Obligor or other Person, in any way relating to (a) any Loans, Letters of Credit, Loan Documents, Borrower Materials, or the use thereof or transactions relating thereto, (b) any action taken or omitted in connection with any Loan Documents (including action taken under or in relation to the Australian PPSA, including any registration or any response to an amendment demand or a request under section 275 of the Australian PPSA), (c) the existence or perfection of any Liens, or realization upon any Collateral, (d) exercise of any rights or remedies under any Loan Documents or Applicable Law, or (e) failure by any Obligor to perform or observe any terms of any Loan Document, in each case including all costs and expenses relating to any investigation, litigation, arbitration or other proceeding (including an Insolvency Proceeding or appellate proceedings), whether or not the applicable Indemnitee is a party thereto.

Closing Date : as defined in Section 6.1 .

Code : the Internal Revenue Code of 1986, as amended from time to time (except as otherwise provided herein).

Collateral : all Property described in Section 7.1 , all Property described in any Security Documents as security for any Obligations, and all other Property that now or hereafter secures (or is intended to secure) any Obligations.

Commodity Exchange Act : the Commodity Exchange Act (7 U.S.C. § 1 et seq .).

Commitment : for any Lender, the aggregate amount of such Lender’s Borrower Group Commitments. “ Commitments ”means the aggregate amount of all Borrower Group Commitments (not to exceed the Maximum Facility Amount), which amount shall on the Closing Date be equal to $220,000,000 consisting of (a) $100,000,000 in respect of the Foreign Revolver Commitments and (b) $120,000,000 in respect of the U.S. Revolver Commitments.

Commitment Termination Date : the Foreign Revolver Commitment Termination Date and/or the U.S. Revolver Commitment Termination Date, as the context may require.

Compliance Certificate : a certificate, in the form of Exhibit F , by which the U.S. Borrower Agent certifies, among other things, certain matters in Section 10.1.2 and compliance with the financial covenant set forth in Section 10.3 (which financial covenant will be calculated thereon whether or not a Trigger Period is in effect).

Connection Income Taxes : Other Connection Taxes that are imposed on or measured by net income (however denominated), or are franchise or branch profits Taxes.

Consolidated EBITDA : for any period, (a) Consolidated Net Income for such period plus (b) to the extent deducted in determining Consolidated Net Income for such period, but without duplication, the aggregate amount of (i) non-cash expense relating to stock compensation; (ii) depreciation and amortization expense, (iii) Consolidated Interest Expense, (iv) foreign, federal, state and local income taxes, (v) extraordinary losses, (vi) equity in losses of unconsolidated Subsidiaries and Affiliates, (vii) accruals for long-term deferred compensation (net of cash payments

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of deferred compensation accrued in prior periods), (viii) losses from minority interests in Affiliates, (ix) non-cash charges and expenses incurred outside of the Ordinary Course of Business (including the cumulative effect of any Accounting Changes but excluding any non-cash charge that relates to the write-down or write-off of Accounts or Inventory and, following the PP&E Component Implementation Date, Equipment and Real Estate), provided , that if any such non-cash charges or expenses represent(s) an accrual or reserve for potential cash items in any future period the cash payment thereof in such future period shall be subtracted from Consolidated EBITDA during such period, (x) non-cash expenses relating to the mark to market provision for derivative instruments, (xi) cash receipts related to the termination of any derivative instrument that, as of the end of the prior period, had a net gain since the inception of such derivative instrument and (xii) cash dividends or distributions received from joint ventures in which U.S. Borrowers directly or indirectly own a minority interest minus (c) to the extent included in determining Consolidated Net Income for such period, but without duplication, (i) non-cash income relating to stock compensation, (ii) extraordinary gains, (iii) equity in earnings of unconsolidated Subsidiaries and Affiliates for such period, (iv) income from minority interests in Affiliates (other than cash dividends or distributions received from joint ventures in which Parent directly or indirectly owns a minority interest), (v) non-cash gains outside of the Ordinary Course of Business (including the cumulative effect of any Accounting Changes), (vi) non-cash income relating to the mark to market provision for derivative instruments, and (vii) cash payments related to the termination of any derivative instrument that, as of the end of the prior period, had a net loss since the inception of such derivative instrument.

Consolidated Interest Expense : for any period, all as determined in conformity with GAAP, (a) total interest expense, whether paid or accrued (without duplication) (including the interest component of Capital Lease obligations), of Parent and its Subsidiaries on a consolidated basis, including, without limitation, all recurring bank loan fees and commissions, discounts and other fees and charges owed with respect to letters of credit, but excluding, however, amortization of discount, interest paid in property other than cash or any other interest expense not payable in cash, plus (b) any net payments made during such period under Hedging Agreements providing interest rate protection minus (c) any net payments received during such period under Hedging Agreements providing interest rate protection, plus (d) to the extent deducted in determining Consolidated Interest Expense, any interest income.

Consolidated Net Income : for any period, the net earnings (or loss) after taxes of Parent and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP.

Contaminant : any man-made or naturally occurring waste, pollutant, hazardous substance, radioactive substance or material, toxic substance, hazardous waste, radioactive waste, special waste, petroleum or petroleum-derived substance or waste, mold, asbestos in any form or condition, polychlorinated biphenyls, or any hazardous or toxic constituent thereof and includes, but is not limited to, these terms as defined in Environmental, Health or Safety Applicable Law.

Contractual Obligation : as applied to any Person, means any provision of any Equity Interest issued by that Person or any indenture, mortgage, deed of trust, security agreement, pledge

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agreement, guaranty, contract, undertaking, agreement or instrument to which that Person is a party or by which it or any of its Property is bound, or to which it or any of its Property is subject.

Contribution Notice : a contribution notice issued by the Pensions Regulator in the UK under section 38 or section 47 of the Pensions Act 2004 (UK).

Controller : the meaning given to it in section 9 of the Australian Corporations Act.

Credit and Collection Policies : the credit and collection policy of each Borrower and each originator of Accounts owned by a Borrower, each in form and substance satisfactory to Agent.

CTA : the Corporation Tax Act 2009 (United Kingdom).

Customary Permitted Liens : each of the following:

(a) Liens (other than Environmental Liens and Liens in favor of the PBGC) with respect to the payment of taxes, assessments or governmental charges in all cases which are not yet due or which are not required to be paid pursuant to Section 10.1.6 ;

(b) statutory Liens of landlords and Liens of mechanics, carriers, materialmen, consignors, warehousemen, or workmen and other Liens imposed by law created in the Ordinary Course of Business in each case for amounts not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP, provided that the foregoing shall not include statutory or contractual rights of title retention on Inventory;

(c) Liens (other than any Lien in favor of the PBGC) incurred or deposits made in the Ordinary Course of Business in connection with worker’s compensation, unemployment insurance or other types of social security benefits or to secure the performance of bids, tenders, surety, appeal and performance bonds, trade contracts (not constituting Debt), regulatory or statutory obligations, government contracts or other obligations of a like nature provided in the Ordinary Course of Business; provided that all such Liens do not in the aggregate detract from the value of Parent’s or any of its Subsidiaries’ assets or Property or impair the use thereof in the operation of their respective businesses; and

(d) Liens arising with respect to zoning restrictions, easements, licenses, reservations, covenants, rights-of-way, utility easements, building restrictions and other similar charges or encumbrances on the use of Real Estate which do not interfere with the ordinary conduct of the business of Parent or any of its Subsidiaries.

CWA : the Clean Water Act (33 U.S.C. §§ 1251 et seq .).

Debt : as applied to any Person, at any time, without duplication, (a) all indebtedness, obligations or other liabilities of such Person (i) for Borrowed Money or evidenced by debt securities, debentures, acceptances, notes or other similar instruments, and any past due accrued interest, fees and charges relating thereto, (ii) in respect of obligations (A) to redeem, repurchase or exchange for cash any Equity Interests of such Person or (B) to pay cash dividends (or equivalent cash

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distributions) in respect of any Equity Interest (but only to the extent such dividends have been declared), (iii) with respect to letters of credit issued for such Person’s account (contingent or otherwise), (iv) to pay the deferred purchase price of property or services, except accounts payable and accrued expenses arising in the ordinary course of business, (v) in respect of Capital Leases, (vi) which are Accommodation Obligations, or (vii) under conditional sale or other title retention agreements relating to property purchased by such Person; (b) all indebtedness, obligations or other liabilities of such Person or others secured by a Lien on any property of such Person, whether or not such indebtedness, obligations or liabilities are assumed by such Person, all as of such time; (c) all indebtedness, obligations or other liabilities of such Person in respect of Hedging Agreements, such indebtedness, obligations and other liabilities deemed to be equal to the fair market value thereof, as determined in accordance with GAAP, net of liabilities owed to such Person by the counterparties thereon; (d) all preferred stock subject (upon the occurrence of any contingency or otherwise) to mandatory redemption; and (e) all contingent Contractual Obligations with respect to any of the foregoing. Other than for the purposes of any leverage test herein, the Debt of a Person shall include any recourse Debt of any partnership or unincorporated joint venture in which such Person is a general partner or joint venturer.

Default : an event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default.

Default Rate : for any Obligation (including, to the extent permitted by law, interest not paid when due), 2% plus the interest rate otherwise applicable thereto.

Defaulting Lender : any Lender that (a) has failed to comply with its funding obligations hereunder, and such failure is not cured within two Business Days; (b) has notified Agent or any Borrower that such Lender does not intend to comply with its funding obligations hereunder or under any other credit facility, or has made a public statement to that effect; (c) has failed, within three Business Days following request by Agent or any Borrower, to confirm in a manner satisfactory to Agent and Borrowers that such Lender will comply with its funding obligations hereunder; or (d) has, or has a direct or indirect parent company that has, become the subject of an Insolvency Proceeding (including reorganization, liquidation, or appointment of a receiver, custodian, administrator or similar Person by the Federal Deposit Insurance Corporation or any other regulatory authority); provided , however , that a Lender shall not be a Defaulting Lender solely by virtue of a Governmental Authority’s ownership of an equity interest in such Lender or parent company unless the ownership provides immunity for such Lender from jurisdiction of courts within the U.S. or from enforcement of judgments or writs of attachment on its assets, or permits such Lender or Governmental Authority to repudiate or otherwise to reject such Lender’s agreements.

Deposit Account : (a) any “deposit account” as such term is defined in Article 9 of the UCC and in any event shall include all accounts and sub-accounts relating to any of the foregoing, (b) any “ADI account” as such term is defined in the Australian PPSA and in any event shall include all accounts and sub-accounts relating to any of the foregoing, and (c) with respect to any such Deposit Account located outside of the U.S. and Australia, any bank account with a deposit function.

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Deposit Account Control Agreement : control agreement satisfactory to Agent executed by an institution maintaining a Deposit Account for an Obligor, to perfect Agent’s Lien or otherwise grant control to Agent on such account.

Designated Jurisdiction : any country or territory that is the subject of any Sanction.

Designated Obligations : all Obligations of the Borrowers with respect to (a) principal and interest under the Loans, (b) unreimbursed drawings under Letters of Credit and interest hereon, and (c) fees under Section 3.2 .

Dilution Percent : the percent, determined for the U.S. Borrowers’ or the Foreign Borrowers’ (as applicable) most recent

trailing twelve month period, equal to (a) bad debt write-downs or write-offs, discounts, returns, promotions, credits, credit memos and other dilutive items with respect to Accounts of such Persons, divided by (b) gross sales of such Persons.

Direction : as defined in Section 5.8.8 .

Distribution : any declaration or payment of a distribution, interest or dividend on any Equity Interest (other than payment-in-kind); distribution, advance or repayment of Debt to a holder of Equity Interests; or purchase, redemption, or other acquisition or retirement for value of any Equity Interest.

Document : as defined in the UCC (and/or with respect to any Document an Australian Domiciled Obligor, a “document of title” as defined in the Australian PPSA) or any other Applicable Law, as applicable.

Dollar Equivalent : on any date, with respect to any amount denominated in Dollars, such amount in Dollars, and with respect to any stated amount in a currency other than Dollars, the amount of Dollars that Agent determines (which determination shall be conclusive and binding absent manifest error) would be necessary to be sold on such date at the applicable Spot Rate to obtain the stated amount of the other currency.

Dollars : lawful money of the U.S.

Domestic Subsidiary : each Subsidiary of Parent organized in the U.S., any state thereof or the District of Columbia.

Dominion Account : with respect to (a) the Foreign Domiciled Obligors, each Foreign Dominion Account and (b) the U.S. Domiciled Obligors, each U.S. Dominion Account.

Dutch Borrowers : (a) the Initial Dutch Borrowers and (b) each other Foreign Subsidiary organized under the laws of the Netherlands that, after the date hereof, has executed a supplement or joinder to this Agreement in accordance with Section 10.1.9(a) and has satisfied the other requirements set forth in Section 10.1.9(a) in order to become a Dutch Borrower.

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Dutch Domiciled Obligor : each Dutch Borrower, NMHG Distribution B.V., a private company with limited liability incorporated under the laws of the Netherlands having its corporate seat in Nijmegen, and each other Foreign Subsidiary organized under the laws of the Netherlands that, after the date hereof, in accordance with Section 10.1.9(a) or otherwise, has executed a supplement or joinder to this Agreement or otherwise entered into a guaranty in order to become an Obligor, and “Dutch Domiciled Obligors” means all such Persons, collectively.

Dutch Security Agreements : each pledge (including, without limitation, each pledge over movable assets (undisclosed and non-possessory) and each pledge of receivables) or security agreement among any Dutch Domiciled Obligor and Agent or the European Security Trustee.

Dutch VAT Recipient : as defined in Section 5.8.7(c)(ii) .

Eligible Accounts : the Eligible Foreign Accounts and/or Eligible U.S. Accounts, as the context may require.

Eligible Account Currencies : Dollars, Euros, Sterling, Australian Dollars and such other currencies determined by the Agent in its discretion.

Eligible Account Debtor Jurisdiction : (i) Australia, the United Kingdom, the Netherlands and the U.S. and (ii) so long as Total Excess Availability is greater than 20% of the aggregate Commitments, any other country that is a member of the Organization for Economic Cooperation and Development and approved from time to time by Agent in its discretion (unless disapproved from time to time by Agent), which shall initially include Austria, Belgium, Denmark, Finland, France, Germany, Ireland, the Republic of Italy, Japan, Luxembourg, New Zealand, Norway, Portugal, Spain, Sweden and Switzerland (together, in each case, with any state, province or territory thereof, as applicable), provided , however , if at any time Total Excess Availability is less than 20% of the aggregate Commitments, any such jurisdiction shall continue to be an Eligible Account Debtor Jurisdiction solely to the extent that the Agent determines, in its discretion, that Agent or a Security Trustee has a duly perfected and enforceable Lien in the Accounts of Accounts Debtors organized or located in such jurisdiction under the Applicable Law of such jurisdiction.

Eligible Assignee : subject to the requirements of Section 13.3.3 , a Person that is (a) a Lender, an Affiliate of a Lender or an Approved Fund; (b) any other financial institution approved by Agent and U.S. Borrower Agent (which approval by U.S. Borrower Agent shall not be unreasonably withheld or delayed, and shall be deemed given if no objection is made within five Business Days after notice of the proposed assignment) that extends revolving credit facilities of this type in its Ordinary Course of Business; and (c) during any Event of Default, any Person acceptable to Agent in its discretion.

Eligible Equipment : appraised Equipment of any Foreign Borrower (excluding Australian Borrowers), with respect to the Foreign Borrowing Base, or any U.S. Borrower, with respect to the U.S. Borrowing Base, other than the following Equipment:

(a) such Borrower does not have good title to such Equipment;

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(b) such Equipment is not subject to a first priority perfected Lien (which, in the case of Equipment located in any jurisdiction of the United Kingdom, shall mean a first priority fixed charge (and shall not mean a first priority floating charge)) in favor of Agent governed by the laws of the jurisdiction in which the Equipment in question is located or such Equipment is subject to any other Liens of any nature whatsoever, except for Customary Permitted Liens described in clause (a) of the definition thereof which do not have priority over the Lien in favor of Agent;

(c) the full purchase price for such Equipment has not been paid by such Borrower;

(d) with respect to (i) a Dutch Borrower, such Equipment is not located in the Netherlands, (ii) a UK Borrower, such Equipment is not located in England and Wales or Northern Ireland, and (iii) a U.S. Borrower, such Equipment is not located in the U.S.;

(e) such Equipment is (i) located on premises owned by such Borrower which premises are not free and clear of all Liens (other than Liens in favor of Agent or Customary Permitted Liens) unless such Borrower shall have delivered to Agent a mortgagee waiver in form and substance reasonably satisfactory to Agent or (ii) located on premises leased by such Borrower or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, and the lessor or such Person has not delivered a Lien Waiver (unless a Reserve for rent, charges, and other amounts due or to become due with respect to such facility has been established by Agent in its Permitted Discretion);

(f) such Equipment is not in good working order and condition (ordinary wear and tear excepted) or is not used or held for use by such Borrower in the Ordinary Course of Business of such Borrower;

(g) such Equipment is subject to any agreement which restricts the ability of such Borrower to use, sell, transport or dispose of such Equipment or which restricts Agent’s ability to take possession of, sell or otherwise dispose of such Equipment;

(h) any representation, warranty or covenant with respect to such Equipment contained in any of the Loan Documents has been breached; and

(i) such Equipment constitutes “fixtures” under the Applicable Laws of the jurisdiction in which such Equipment is located and/or, in respect of any Equipment located in the Netherlands, ‘ bodemzaken ’ within the meaning of the Dutch tax collection act ( Invorderingswet 1990 ).

The Agent reserves the right in its Permitted Discretion to create, from time to time, additional categories of ineligible Equipment.

Eligible Foreign Account : any Account of a Foreign Borrower: (a) the Account Debtor of which is not domiciled in a country (i) the national governmental authority of which is in default of its foreign debts or has prohibited the sale of foreign exchange or is in debt moratorium, or shall have ceased to be a member of the International Monetary Fund, or (ii) with respect to which the

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U.S. shall have imposed economic sanctions under Title 31 Part 500 et. seq. of the U.S. Code of Federal Regulations; (b) (i) the Account Debtor of which is located in an Eligible Account Debtor Jurisdiction, (ii) which is an Eligible L/C Backed Foreign Account or (iii) which is an Eligible Supported Foreign Account; (c) the Account Debtor of which is not an Affiliate of any Borrower or a Governmental Authority, and is otherwise approved of by Agent; (d) (i) with respect to Accounts purchased by the Initial UK Borrower pursuant to a Receivables Sale Agreement, true sale opinions with respect to such transfers have been delivered to the satisfaction of Agent and the representations and warranties set forth in Section 9.1.28 are true and correct in all respects, and (ii) with respect to any Accounts purchased by the Initial UK Borrower pursuant to a Receivables Sale Agreement described under clause (b) of the definition thereof, the Initial UK Borrower and the originator of such Accounts shall have provided such documentation and satisfied such conditions as the Agent may require (including that the originator of such Accounts become a Guarantor); (e) to the extent all Accounts owing by the Account Debtor thereof to Foreign Borrowers do not exceed a credit limit determined by Agent; (f) with respect to which less than 50% of all Accounts of a Foreign Borrower owing by the Account Debtor thereof are ineligible for any reason other than a failure to satisfy clause (e) above; (g) the Account Debtor of which has not suffered a bankruptcy, insolvency or similar event, or had an administrator or analogous officer appointed, and the terms of which have not been re-written, extended or restructured due to such Account Debtor’s inability to pay; (h) the term of which is not longer than 90 days unless otherwise permitted by Agent in its sole discretion; (i) which does not remain unpaid for more than 60 days from the due date or 90 days from the invoice date thereof, unless otherwise permitted by Agent in its sole discretion, or which Agent does not otherwise believe the payment thereunder is insecure or may not be paid due to the Account Debtor’s financial condition; (j) which, pursuant to the applicable Foreign Borrower’s Credit and Collection Policy, has not been or should not have been written off as uncollectible; (k) which arises out of a sale of goods (or rendering of services) by a Foreign Borrower made in the Ordinary Course of Business; (l) which is in conformity with the representations, warranties and covenants in the Loan Documents; (m) which does not contravene any laws, rules or regulations applicable thereto and with respect to which no party to the contract related thereto is in violation of any such law, rule or regulation (including doing business and local licensing requirements); (n) (i) which is not subject to any right of setoff, offset, rescission, recoupment, counterclaim or defense or any dispute by the Account Debtor thereof ( provided that only 125.0% of the amount subject to setoff, offset, rescission, recoupment, counterclaim, defense or dispute shall be deemed ineligible) and (ii) if the Account Debtor or any of its Affiliates is also such Foreign Borrower’s supplier or creditor and such Account is or may become subject to any right of setoff by the Account Debtor, such Account Debtor has entered into an agreement with the Agent with respect to the waiver of rights of setoff; (o) which was originated (or, solely with respect to purchases by the Initial UK Borrower in accordance with clause (d) above, originated by a Dutch Borrower or other Obligor) in accordance with all applicable requirements of the applicable Foreign Borrower’s Credit and Collection Policies; (p) that represents the lawful, valid and binding obligation of the Account Debtor thereunder enforceable in accordance with its terms; (q) the sale of which is not on a “shipped not billed”, bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis; (r) the goods, the delivery of which has given rise to such Account, have been delivered to and have not been rejected by the Account Debtor thereunder, or the services, the performance of which has given rise to such Account, have been performed and have not been rejected by the Account Debtor thereunder; (s) in which Agent has a valid, legal or equitable Lien

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in respect of which notice has been given to the relevant Account Debtor and which is free and clear of any other Liens (other than Customary Permitted Liens described in clause (a) of the definition thereof); (t) such Foreign Borrower (or if such Accounts are originated by an Obligor party to a Receivables Sale Agreement, such originator) has filed and maintained effective a current Business Activity Report with the appropriate Governmental Authority in the jurisdiction in which the Account Debtor is located to the extent such jurisdiction requires such filing in order to enforce rights in or against Collateral or obligors of Collateral located in such jurisdiction (except in the case such Foreign Borrower is qualified to transact business in such jurisdiction as a foreign corporation); (u) which does not arise out of or in connection with a retainage or similar arrangement; (v) which does not arise out of or in connection with a transaction described in clause (b)(iii) of the defined term “Lift Truck Financing Guarantee”; (w) which is not evidenced by an instrument; (x) if the sale of Inventory giving rise to such Account is through an agent of a UK Borrower (including, without limitation, an Affiliate acting as agent for a UK Borrower), the agency agreement applicable thereto (i) shall be in form and substance reasonably satisfactory to Agent, (ii) shall be enforceable and in full force and effect under all applicable laws, and (iii) shall have been collaterally assigned to Agent pursuant to documentation in form and substance reasonably satisfactory to Agent (and, as to the matters described in clauses (ii) and (iii) above, Agent has received such opinions of counsel as Agent may reasonably request); and (y) which is not otherwise deemed ineligible by Agent in its Permitted Discretion.

Eligible Foreign Inventory : Inventory owned by a Foreign Borrower: (a) with respect to which Agent or a Security Trustee has a valid and perfected first priority Lien, first floating charge or similar non-possessory interest (subject, in each case, only to Customary Permitted Liens described in clause (a) of the definition thereof), (b) with respect to which no representation, warranty or covenant contained in any Loan Document has been breached, (c) which is not in, Agent’s Permitted Discretion, obsolete, unmerchantable or subject to any statutory, contractual or other title retention or similar agreement or arrangement, (d) (i) located on the premises of a UK Borrower in England and Wales or Northern Ireland, a Dutch Borrower in the Netherlands or an Australian Borrower in Australia (as applicable) or (ii) in transit from the premises or warehouses of any U.S. Borrower to the premises of any Foreign Borrower or in transit from the premises of any Foreign Borrower to the premises of such or any other Foreign Borrower and as to which the issuer of the related bill of lading (or other applicable document issued by a transporter under applicable law with respect to Inventory in transit) and the agent at the destination named in such bill of lading (or other applicable document issued by a transporter under applicable law with respect to Inventory in transit) have executed a Lien Waiver, and (iii) as to which the related bill of lading (or other applicable document issued by a transporter under applicable law with respect to Inventory in transit) is not a negotiable bill of lading (or negotiable document), and (e) which Agent deems to be Eligible Foreign Inventory, based on such credit and collateral considerations as Agent deems appropriate in its Permitted Discretion. Except as otherwise agreed to by Agent, no Inventory of any Foreign Borrower shall be Eligible Foreign Inventory if such Inventory is located, stored, used or held at leased premises or the premises of a third party unless other appropriate action satisfactory to Agent shall have been taken to make the rights of Agent in such Inventory effective against third parties, with respect to such location. The Agent reserves the right to create, from time to time, additional categories of ineligible Inventory.

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Eligible Inventory : the Eligible Foreign Inventory and/or Eligible U.S. Inventory, as the context may require.

Eligible L/C Backed Foreign Account : an Eligible Foreign Account of a Foreign Borrower which arises with respect to a sale to an Account Debtor located in any country (other than an approved country specified or referred to in clause (b)(i) of the defined term “Eligible Foreign Account”) and with respect to which the Account Debtor’s obligations (or that portion of such obligations which is acceptable to Agent) are secured by a letter of credit, guaranty or eligible bankers’ acceptance having terms, and from such issuers and confirmation banks, as are reasonably acceptable to Agent (which letter of credit, guaranty or acceptance is subject to the valid legal or equitable first priority Lien in respect of which notice has been given to the relevant obligor in favor of Agent (other than Customary Permitted Liens described in clause (a) of the definition thereof) under the Foreign Security Documents in a manner reasonably satisfactory to Agent).

Eligible L/C Backed U.S. Account : an Eligible U.S. Account of a U.S. Borrower the Account Debtor of which does not meet the criteria set forth in clause (a)(i) of the definition of “Eligible U.S. Account”, is not an Affiliate of such U.S. Borrower, and with respect to which the Account Debtor’s obligations (or that portion of such obligations which is acceptable to Agent) are secured by a letter of credit, guaranty or eligible bankers’ acceptance having terms, and from such issuers and confirmation banks, as are reasonably acceptable to Agent (which letter of credit, guaranty or acceptance is subject to the first priority Lien of Agent (other than Customary Permitted Liens described in clause (a) of the definition thereof) under this Agreement in a manner reasonably satisfactory to Agent).

Eligible Real Estate : appraised owned Real Estate of any Foreign Borrower (excluding Australian Borrowers), with respect to the Foreign Borrowing Base, or any U.S. Borrower, with respect to the U.S. Borrowing Base, but Real Estate shall not be Eligible Real Estate unless it meets each of the following requirements ( provided , however , that for Real Estate located outside the U.S., the following are only required to the extent such requirements (or their equivalents) are available in the relevant jurisdiction where such Real Estate is located):

(a) the Real Estate Related Documents have been delivered to Agent in form, scope and substance satisfactory to Agent;

(b) evidence of zoning compliance has been delivered to Agent in the form of an industry standard zoning report issued by a reputable national provider of zoning services or other form of report reasonably acceptable to Agent;

(c) Agent is satisfied that all actions necessary or desirable in order to create a perfected first priority Lien (subject to Customary Permitted Liens) on such Real Estate have been taken, including the filing and recording of Mortgages;

(d) if required by Agent, a Local Counsel Opinion has been delivered;

(e) with respect to (i) a Dutch Borrower, such Real Estate is located in the Netherlands, (ii) a UK Borrower, such Real Estate is located in England and Wales or Northern Ireland,

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and (iii) a U.S. Borrower, such Real Estate is located in the U.S.; provided , however , that, with respect to this clause (iii) , Agent, in its discretion, may determine that Real Estate located in the State of New York is not Eligible Real Estate;

(f) no representation, warranty or covenant with respect to such Real Estate contained in any of the Loan Documents has been breached; and

(g) to the extent requested, Agent shall have received such other reports, mortgage tax affidavits and declarations and other similar information and related certifications as are usual and customary for similar credit facilities and in form and substance reasonably acceptable to Agent.

The Agent reserves the right, in its Permitted Discretion from time to time, to create additional categories of ineligible Real Estate.

Eligible Supported Foreign Account : an Eligible Foreign Account of a Foreign Borrower which arises with respect to sales to Account Debtors in any country (other than an approved country specified or referred to in clause (b)(i) of the defined term “Eligible Foreign Account”), and which is fully supported by credit insurance (subject to the policy percentage and deductible) payable to such Foreign Borrower on terms and conditions and from a financial institution satisfactory to Agent; provided that such credit insurance (a) shall be in full force and effect and not in dispute and (b) shall have been collaterally assigned to Agent pursuant to documentation in form and substance reasonably satisfactory to Agent.

Eligible Supported U.S. Account : an Eligible U.S. Account of a U.S. Borrower the Account Debtor of which does not meet the criteria set forth in clause (a)(i) of the definition of “Eligible U.S. Account”, and which is fully supported by credit insurance (subject to the policy percentage and deductible) payable to such U.S. Borrower on terms and conditions and from a financial institution satisfactory to Agent; provided that such credit insurance (a) shall be in full force and effect and not in dispute and (b) shall have been collaterally assigned to Agent pursuant to documentation in form and substance reasonably satisfactory to Agent.

Eligible U.S. Account : an Account owned by a U.S. Borrower: (a) (i) the Account Debtor of which is located in the U.S. or Canada, is not an Affiliate of any U.S. Borrower (other than a Financing Affiliate as provided in clause (iv) below), is not a foreign Governmental Authority, and is otherwise approved of by Agent, (ii) is an Eligible L/C Backed U.S. Account, (iii) is an Eligible Supported U.S. Account, or (iv) the Account Debtor of which is a Financing Affiliate and the Financing Agreement specified in clause (b) of the definition thereof is in full force and effect; (b) to the extent the aggregate amount of all Accounts owing by the Account Debtor thereof to the U.S. Borrowers do not exceed a credit limit determined by Agent in its Permitted Discretion; (c) with respect to which less than 50% of all Accounts owing by the Account Debtor thereof to the U.S. Borrowers are ineligible for any reason other than a failure to satisfy clause (b) above; (d) the Account Debtor of which has not suffered a bankruptcy, insolvency or similar event and the terms of which have not been re-written, extended or restructured due to such Account Debtor’s inability to pay; (e) the term of which is not longer than 90 days unless otherwise permitted by Agent in its sole discretion; (f) which does not remain unpaid for more than 60 days from the due date or 90

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days from the invoice date thereof, unless otherwise permitted by Agent in its sole discretion, or which Agent does not otherwise believe the payment thereunder is insecure or may not be paid due to the Account Debtor’s financial condition; (g) which, pursuant to the applicable U.S. Borrower’s Credit and Collection Policy, has not been or should not have been written off as uncollectible; (h) which arises out of (i) a sale of goods (or rendering of services) or (ii) a rental by such U.S. Borrower as the lessor of goods owned by such U.S. Borrower for periods of time less than or equal to 90 days (but only to the extent of unpaid invoices for rent in arrears), and, in each case, is made in the Ordinary Course of Business; (i) which is in conformity with the representations, warranties and covenants in the Loan Documents; (j) which does not contravene any laws, rules or regulations applicable thereto and with respect to which no party to the contract related thereto is in violation of any such law, rule or regulation (including doing business and local licensing requirements); (k) (i) which is not subject to any right of setoff, offset, rescission, recoupment, counterclaim or defense or any dispute by the Account Debtor thereof ( provided that only 125.0% of the amount subject to setoff, offset, rescission, recoupment, counterclaim, defense or dispute shall be deemed ineligible) and (ii) if the Account Debtor or any of its Affiliates is also such U.S. Borrower’s supplier or creditor and such Account is or may become subject to any right of setoff by the Account Debtor, such Account Debtor has entered into an agreement with the Agent with respect to the waiver of rights of setoff; (l) which was originated in accordance with all applicable requirements of the applicable U.S. Borrower’s Credit and Collection Policies; (m) that represents the genuine, legal, valid and binding obligation of the Account Debtor thereunder enforceable in accordance with its terms; (n) the sale of which is not on a “shipped not billed”, bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis; (o) the goods, the delivery of which has given rise to such Account, have been delivered to and not rejected by the Account Debtor thereunder, or the services, the performance of which has given rise to such Account, have been performed and have not been rejected by the Account Debtor thereunder; (p) in which Agent has a valid and perfected first priority security interest and which is free and clear of any other Liens (other than Customary Permitted Liens described in clause (a) of the definition thereof), and, if such Account constitutes “chattel paper” within the meaning of the UCC, such U.S. Borrower has complied with Section 7.5.2 ; (q) such U.S. Borrower has filed and maintained effective a current Business Activity Report with the appropriate Governmental Authority in the jurisdiction in which the Account Debtor is located to the extent such jurisdiction requires such filing in order to enforce rights in or against Collateral or obligors of Collateral located in such jurisdiction (except in the case such U.S. Borrower is qualified to transact business in such jurisdiction as a foreign corporation); (r) which does not arise out of or in connection with a retainage or similar arrangement; (s) which does not arise out of or in connection with a transaction described in clause (b)(iii) of the defined term “Lift Truck Financing Guarantee”; (t) which is not evidenced by an instrument; and (u) which is not otherwise deemed ineligible by Agent in its Permitted Discretion.

Eligible U.S. Inventory : Inventory owned by a U.S. Borrower: (a) with respect to which Agent has a valid and perfected first priority Lien (subject, in each case, only to Customary Permitted Liens described in clause (a) of the definition thereof), (b) with respect to which no representation, warranty or covenant contained in any of the Loan Documents has been breached, (c) which is not, in Agent’s Permitted Discretion, obsolete, unmerchantable or subject to any statutory, contractual or other title retention or similar agreement or arrangement, (d) (i) located in the U.S. or (ii) in transit to the U.S. from a Foreign Borrower and as to which the issuer of the related bill of lading

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and the agent at the destination named in such bill of lading have executed a Lien Waiver, and (e) which the Agent deems to be Eligible U.S. Inventory, based on such credit and collateral considerations as Agent deems appropriate in its Permitted Discretion. Except as otherwise agreed to by Agent, no Inventory of any U.S. Borrower shall be Eligible U.S. Inventory if such Inventory is located, stored, used or held at leased premises or the premises of a bailee unless (i) Agent shall have received a Lien Waiver from such third party unless, solely with respect to Inventory located in the U.S. (including its territories and possessions), the U.S. Borrowers are not required to use commercially reasonable efforts to obtain a Lien Waiver at the location thereof pursuant to Section 8.6.1 and (ii) appropriate UCC financing statements shall have been filed or, in the case of Inventory which is located, stored, used or held outside the U.S. (including its territories and possessions), other appropriate action satisfactory to Agent shall have been taken to make the rights of Agent in such Inventory effective against third parties, with respect to such location. Agent reserves the right to create, from time to time, additional categories of ineligible Inventory.

Enforcement Action : any action to enforce any Obligations (other than Secured Bank Product Obligations) or Loan Documents or to exercise any rights or remedies relating to any Collateral (whether by judicial action, self-help, notification of Account Debtors, setoff or recoupment, credit bid, action in an Obligor’s Insolvency Proceeding or otherwise).

Environmental Agreement : an agreement of an Obligor to indemnify Agent and Lenders from liability under Environmental, Health or Safety Applicable Law with respect to Real Estate subject to a Mortgage.

Environmental, Health or Safety Applicable Law : all Applicable Law derived from or relating to federal, state, local and foreign laws, regulations, orders, ordinances, rules, permits, licenses or other binding determination of any Governmental Authority relating to or addressing the indoor or outdoor environment, public or worker health or safety, including but not limited to CERCLA, any other law, regulation, or order relating to the use, Release, handling, or disposal of any Contaminant, any law, regulation, or order relating to Remedial Action and any law, regulation, or order relating to workplace or worker safety and health, and such Applicable Laws as are promulgated by the specifically authorized agent or agents responsible for administering such Applicable Law.

Environmental Lien : a Lien in favor of any Governmental Authority for any (a) liabilities under any Environmental, Health or Safety Applicable Law, or (b) damages arising from, or costs incurred by such Governmental Authority in response to, a Release or threatened Release of a Contaminant into the environment.

Environmental Notice : a notice (whether written or oral) from any Governmental Authority or other Person of any possible noncompliance with, investigation of a possible violation of, litigation relating to, or potential fine or liability under any Environmental, Health or Safety Applicable Law, or with respect to any Release, environmental pollution or hazardous materials, including any complaint, summons, citation, order, claim, demand or request for correction, remediation or otherwise.

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Environmental Property Transfer Acts : any Applicable Law that conditions, restricts, prohibits or requires any notification or disclosure triggered by the closure of any Property or the transfer, sale or lease of any Property or deed or title for any Property for environmental reasons, including, but not limited to, any so-called “Environmental Cleanup Responsibility Act”, “Responsible Transfer Act”, or “Industrial Site Recovery Act”.

Equipment Amortization Factor : with respect to any date of determination, one (1) minus a fraction, the numerator of which is the number of full Fiscal Quarters of Parent elapsed as of such date (including any such Fiscal Quarter ending on such date) since the PP&E Component Implementation Date and the denominator of which is 20.

Equity Interest : the interest of any (a) shareholder in a corporation; (b) partner in a partnership (whether general, limited, limited liability or joint venture); (c) member in a limited liability company; or (d) other Person having any other form of equity security or ownership interest.

ERISA : the Employee Retirement Income Security Act of 1974.

ERISA Affiliate : any trade or business (whether or not incorporated) under common control with an Obligor within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

ERISA Event : (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Obligor or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Obligor or ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the provision of a notice of intent to terminate a Pension Plan under Section 4041(c) of ERISA, the termination of a Multiemployer Plan under Section 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) the determination that any Pension Plan or Multiemployer Plan is considered an at risk plan or that any Multiemployer Plan in critical or endangered status under the Code, ERISA or the Pension Protection Act of 2006; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Obligor or ERISA Affiliate.

Euro : the “euro”, the official monetary unit of the member nations of European Monetary Union.

European Security Agreements : the Dutch Security Agreements and the UK Security Agreements.

European Security Trustee : Bank of America (London) or any successor security trustee appointed in accordance with Section 12.2.14 .

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Event of Default : as defined in Section 11.1 .

Excluded Assets : (a) Equity Interests in any Subsidiary that is engaged solely in retail operations and which Equity Interests were or are acquired, directly or indirectly, by Parent in a workout with such retailer and (b) any lease, license, contract or agreement to which any U.S. Domiciled Obligor is a party or any of its rights or interests thereunder if and only for so long as the grant of a security interest or Lien under this Agreement (i) is prohibited by Applicable Law or would constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of such Obligor therein pursuant to Applicable Law or (ii ) would constitute or result in a breach, termination or default under any such lease, license, contract or agreement (in each case other than to the extent that any such term thereof would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other Applicable Law or principles of equity); provided that such lease, license, contract or agreement will be an Excluded Asset only to the extent and for so long as the consequences specified above will result and will cease to be an Excluded Asset and will become Collateral, immediately and automatically, at such time as such consequences will no longer result.

Excluded Deposit Accounts : any Deposit Account exclusively used for payroll, payroll taxes or employee benefits.

Excluded Swap Obligation : with respect to an Obligor, each Swap Obligation as to which, and only to the extent that, such Obligor’s guaranty of or grant of a Lien as security for such Swap Obligation is or becomes illegal under the Commodity Exchange Act because the Obligor does not constitute an “eligible contract participant” as defined in the act (determined after giving effect to any keepwell, support or other agreement for the benefit of such Obligor and all guarantees of Swap Obligations by other Obligors) when such guaranty or grant of Lien becomes effective with respect to the Swap Obligation. If a Hedging Agreement governs more than one Swap Obligation, only the Swap Obligation(s) or portions thereof described in the foregoing sentence shall be Excluded Swap Obligation(s) for the applicable Obligor.

Excluded Taxes : any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by a Recipient’s net income (however denominated), franchise Taxes and branch profits Taxes (i) as a result of such Recipient being organized under the laws of, or having its principal office or applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) constituting Other Connection Taxes; (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of a Lender with respect to its interest in a Loan or Commitment pursuant to a law in effect when the Lender acquires such interest (except pursuant to an assignment request by Borrower Agent under Section 13.4 ) or changes its Lending Office, unless the Taxes were payable to its assignor immediately prior to such assignment or to the Lender immediately prior to its change in Lending Office; (c) Taxes attributable to a Recipient’s failure to comply with Section 5.9 ; and (d) U.S. federal withholding Taxes imposed pursuant to FATCA.

Existing Credit Agreements : collectively, (i) the Existing Revolver Credit Agreement and (ii) that certain Credit Agreement dated as of June 22, 2012, among NMHG, certain subsidiaries

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and affiliates of NMHG, the lenders party thereto and Bank of America, N.A., as administrative agent.

Existing Foreign Letters of Credit : means each of the letters of credit issued for the account of any Foreign Borrower outstanding immediately prior to the Closing Date and listed on Schedule 1.1(f) .

Existing Letters of Credit : the Existing Foreign Letters of Credit and/or the Existing U.S. Letters of Credit, as the context may require.

Existing Revolver Credit Agreement : that certain Second Amended and Restated Credit Agreement dated as of June 30, 2010, as amended, among Parent, certain subsidiaries of Parent, the lenders party thereto and Citicorp North America, Inc., as administrative agent.

Existing U.S. Letters of Credit : means each of the letters of credit issued for the account of any U.S. Borrower outstanding under the Existing Revolver Credit Agreement immediately prior to the Closing Date and listed on Schedule 1.1(g) .

Extraordinary Expenses : all costs, expenses or advances that Agent may incur during a Default or Event of Default, or during the pendency of an Insolvency Proceeding of an Obligor, including those relating to (a) any audit, inspection, repossession, storage, repair, appraisal, insurance, manufacture, preparation or advertising for sale, sale, collection, or other preservation of or realization upon any Collateral; (b) any action, arbitration or other proceeding (whether instituted by or against Agent, any Lender, any Obligor, any representative of creditors of an Obligor or any other Person) in any way relating to any Collateral (including the validity, perfection, priority or avoidability of Agent’s Liens with respect to any Collateral), Loan Documents, Letters of Credit or Obligations, including any lender liability or other Claims; (c) the exercise of any rights or remedies of Agent in, or the monitoring of, any Insolvency Proceeding; (d) settlement or satisfaction of taxes, charges or Liens with respect to any Collateral; (e) any Enforcement Action; and (f) negotiation and documentation of any modification, waiver, workout, restructuring or forbearance with respect to any Loan Documents or Obligations. Such costs, expenses and advances include transfer fees, Other Taxes, storage fees, insurance costs, permit fees, utility reservation and standby fees, legal fees, appraisal fees, brokers’ and auctioneers’ fees and commissions, accountants’ fees, environmental study fees, wages and salaries paid to employees of any Obligor or independent contractors in liquidating any Collateral, and travel expenses.

FATCA : Sections 1471 through 1474 of the Code (including any amended or successor version if substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

Federal Funds Rate : (a) the weighted average of interest rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on the applicable Business Day (or on the preceding Business Day, if the applicable day is not a Business Day), as published by the Federal Reserve Bank of New York on the next Business Day; or (b) if no such rate is published on the next Business Day, the average rate (rounded up, if necessary, to

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the nearest 1/8 of 1%) charged to Bank of America on the applicable day on such transactions, as determined by Agent.

Fee Letters : (a) the fee letter agreement among Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Parent dated as of September 20, 2013 and (b) the fee letter agreement between Citigroup Global Markets Inc. and Parent dated as of October 23, 2013.

FILO Loan : a term loan made by the participating Lenders to one or more of the Borrowers pursuant to Section 2.1.7(b) .

Financial Institution : (a) any Financing Affiliate, (b) any financial institution listed on Schedule 1.1(c) and (c) any financial institution from time to time approved by Agent (such approval not to be unreasonably withheld).

Financial Officer : the chief financial officer, treasurer or controller of U.S. Borrower Agent.

Financial Support Direction : a financial support direction issued by the Pensions Regulator in the UK under Section 43 of the Pensions Act 2004.

Financing Affiliate : means NFS or any other Affiliate of the Borrowers party to a Financing Agreement pursuant to clause (b) of the definition thereof.

Financing Agreements : (a) (i) the International Operating Agreement, dated April 15, 1998, between NMHG and General Electric Capital Corporation and (ii) the Amended and Restated European Operating Agreement, dated July 1, 2008, between the Initial UK Borrower and GE Capital Solutions Europe Limited, (b) the Second Amended and Restated Joint Venture and Shareholders Agreement, dated November 21, 2013, as amended, restated, supplemented or otherwise modified from time to time, between NMHG and General Electric Capital Corporation and (c) any agreement or program entered into with a Financial Institution on substantially the same terms, or for substantially the same purpose, as the agreements referred to in clause (a) above or otherwise as consented to by Agent, such consent not to be unreasonably withheld, as any of the same may be (x) renewed, amended or restated from time to time on substantially the same terms or otherwise as consented to by Agent, such consent not to be unreasonably withheld or (y) replaced from time to time as consented to by Agent, such consent not to be unreasonably withheld.

Fiscal Quarter : each period of three months, commencing on the first day of a Fiscal Year.

Fiscal Year : the fiscal year of Parent and its Subsidiaries for accounting and tax purposes, ending on December 31st of each year.

Fixed Charge Coverage Ratio : the ratio, determined on a consolidated basis for Parent and its Subsidiaries for the most recent four Fiscal Quarters, of (a) Consolidated EBITDA minus Capital Expenditures (except those financed with Borrowed Money other than Loans) to (b) Fixed Charges.

Fixed Charges : the sum of (a) cash Consolidated Interest Expense, (b) scheduled principal payments made on Borrowed Money (including the principal component of Capital Lease

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obligations), (c) all foreign, federal, state and local income taxes and all franchise taxes that are calculated based on net income paid in cash during such period (net of any cash tax refunds received during such period but not less than $0) and (d) Distributions made.

FLSA : the Fair Labor Standards Act of 1938.

Foreign Allocated U.S. Availability : U.S. Excess Availability designated by the U.S. Borrower Agent in a Borrowing Base Certificate or otherwise in accordance with Section 8.1 for application to clause (c) of the Foreign Borrowing Base.

Foreign Allocated U.S. Availability Reserve : the aggregate amount of the U.S. Borrowing Base allocated by U.S. Borrower Agent in a Borrowing Base Certificate or otherwise in accordance with Section 8.1 for inclusion by Foreign Borrowers in the Foreign Borrowing Base.

Foreign Availability Reserves : the sum (without duplication) of (a) the Foreign Inventory Reserve; (b) the Foreign Dilution

Reserve; (c) the Foreign Rent and Charges Reserve; (d) the Foreign Bank Product Reserve; (e) the Foreign Priority Payables Reserve; (f) the Foreign Credit Insurance Reserve; and (g) such additional reserves, in such amounts and with respect to such matters, as the Agent may establish in its Permitted Discretion.

Foreign Bank Product Reserve : the aggregate amount of reserves established by Agent from time to time in its Permitted Discretion in respect of Secured Bank Product Obligations of the Foreign Domiciled Obligors.

Foreign Base Rate : with respect to Dollars funded outside of the U.S. and with respect to Euros, Australian Dollars and Sterling, a fluctuating rate of interest per annum equal to the rate of interest in effect for such day as announced from time to time by the local branch of Bank of America in the jurisdiction in which such currency is funded as its “base rate” with respect to such currency. Any change in such rate shall take effect at the opening of business on the day of such change.

Foreign Base Rate Loan : a Foreign Loan, or portion thereof, funded in Sterling, Dollars, Australian Dollars or Euros and bearing interest calculated by reference to the Foreign Base Rate.

Foreign Borrower : any of the Australian Borrowers, the Dutch Borrowers, the UK Borrowers and any other Foreign Subsidiary organized under the laws of England and Wales, the Netherlands or Australia that joins this Agreement as a Borrower hereunder.

Foreign Borrower Agent : as defined in Section 4.4(a) .

Foreign Borrowing Base : on any date of determination, an amount equal to the lesser of (a) the Foreign Revolver Commitments; or (b) the sum, without duplication, of the following (expressed in Dollars based on the Dollar Equivalent thereof):

(a) 85% of the Value of Eligible Foreign Accounts, plus

(b) the lesser of (i) 75% of the Value of Eligible Foreign Inventory and (ii) 85% of the NOLV Percentage of Eligible Foreign Inventory, plus

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(c) Foreign Allocated U.S. Availability for the Foreign Borrowers, plus

(d) from and after the PP&E Component Implementation Date, the PP&E Component for Foreign Borrowers at such time, minus

(e) the Foreign Availability Reserves.

Foreign Cash Collateral Account : a demand deposit, money market or other account established by the Agent at Bank of America (London), Bank of America (Australia) or such other financial institution as the Agent may select in its discretion, which account shall be subject to the Agent’s or Security Trustee’s Liens and under the sole control of Agent or Security Trustee.

Foreign Credit Insurance Reserve : an amount equal to the deductible and/or policy percentage for all credit insurance in respect of all Eligible Supported Foreign Accounts.

Foreign Dilution Reserve : the aggregate amount of reserves, as established by Agent from time to time in its Permitted Discretion, in an amount equal to the Value of the Eligible Foreign Accounts multiplied by 1.0% for each percentage point (or portion thereof) that Foreign Borrowers’ Dilution Percent exceeds 5.0%.

Foreign Domiciled Obligor : each of the Australian Domiciled Obligors, the Dutch Domiciled Obligors, the UK Domiciled Obligors and any Foreign Facility Guarantor (excluding U.S. Domiciled Obligors) and “Foreign Domiciled Obligors” means all such Persons, collectively.

Foreign Dominion Account : each Deposit Account established by the Foreign Domiciled Obligors at Bank of America, Bank of America (London), Bank of America (Australia) or another bank acceptable to Agent or Security Trustee, over which Agent or Security Trustee has exclusive or springing control pursuant to a Deposit Account Control Agreement; provided that such Deposit Account is a collection account and not also an operating or disbursement account. Subject to the requirements of Sections 8.2.4 and 8.2.5 and for the period of time set forth therein, the Barclays Accounts and the Citibank UK Collection Accounts shall constitute Foreign Dominion Accounts for the purposes of satisfying the requirements under such Sections that all proceeds of Accounts be paid to a Dominion Account.

Foreign Excess Availability : the Foreign Borrowing Base minus Foreign Revolver Usage.

Foreign Facility Collateral : Collateral that now or hereafter secures (or is intended to secure) any of the Foreign Facility Obligations, including Property of the Foreign Facility Guarantors pledged to secure the Foreign Facility Obligations under their guarantee of the Foreign Facility Obligations.

Foreign Facility Guarantor : each U.S. Facility Guarantor, NMH Italy and each other Foreign Subsidiary that guarantees payment and performance of any Foreign Facility Obligations.

Foreign Facility Obligations : all Obligations of the Foreign Domiciled Obligors (but excluding, for the avoidance of doubt, the U.S. Facility Obligations).

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Foreign Facility Secured Parties : Agent, Security Trustees, Foreign Issuing Bank, Foreign Lenders and Secured Bank Product Providers of Bank Products to Foreign Domiciled Obligors.

Foreign Inventory Reserve : reserves established by Agent to reflect factors that may negatively impact the Value of Inventory of the Foreign Borrowers, including change in salability, obsolescence, seasonality, theft, shrinkage, imbalance, change in composition or mix, markdowns and vendor chargebacks.

Foreign Issuing Bank : (a) Bank of America (London) or any Affiliate of Bank of America (London), (b) Bank of America (Australia) or any Affiliate of Bank of America (Australia), (c) any Foreign Lender or Affiliate thereof as issuer of the Existing Foreign Letters of Credit, (d) if selected by Foreign Borrower Agent, any other Foreign Lender or Affiliate thereof that agrees to issue Foreign Letters of Credit, or (e) any replacement issuer appointed pursuant to Section 2.4 .

Foreign Issuing Bank Indemnitees : Foreign Issuing Bank and its officers, directors, employees, Affiliates, agents and attorneys.

Foreign LC Application : an application by Foreign Borrower Agent to the Foreign Issuing Bank for issuance of a Foreign Letter of Credit, in form and substance satisfactory to the Foreign Issuing Bank and Agent.

Foreign LC Conditions : the following conditions necessary for issuance of a Foreign Letter of Credit: (a) each of the conditions set forth in Section 6.2 being satisfied or waived; (b) after giving effect to such issuance, the aggregate Foreign LC Obligations do not exceed the Foreign Letter of Credit Sublimit, no Foreign Overadvance exists and Foreign Revolver Usage does not exceed the Foreign Borrowing Base; (c) the Foreign Letter of Credit and payments thereunder are denominated in Euros, Sterling, Australian Dollars, Dollars or other currency satisfactory to Agent and the Foreign Issuing Bank; and (d) the purpose and form of the proposed Foreign Letter of Credit are satisfactory to Agent and the Foreign Issuing Bank in their discretion.

Foreign LC Documents : all documents, instruments and agreements (including Foreign LC Requests and Foreign LC Applications) delivered by Foreign Borrowers or any other Foreign Domiciled Obligor to Foreign Issuing Bank or Agent in connection with any Foreign Letter of Credit.

Foreign LC Obligations : the Dollar Equivalent of the sum (without duplication) of (a) all amounts owing by Foreign Borrowers for drawings under Foreign Letters of Credit; and (b) the Stated Amount of all outstanding Foreign Letters of Credit.

Foreign LC Request : a request for issuance of a Foreign Letter of Credit, to be provided by Foreign Borrower Agent to the Foreign Issuing Bank, in form satisfactory to Agent and the Foreign Issuing Bank.

Foreign Lender : each Lender that has issued a Foreign Revolver Commitment or, if the Foreign Revolver Commitments have been terminated, that has a Foreign Loan or a participation in any Foreign LC Obligation.

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Foreign Letter of Credit : any standby or documentary letter of credit, bank guaranty, documentary bankers acceptance or similar instrument issued by Foreign Issuing Bank for the account of a Foreign Borrower or another Foreign Domiciled Obligor, including the Existing Foreign Letters of Credit.

Foreign Letter of Credit Sublimit : $20,000,000.

Foreign Loan : a Loan made by Foreign Lenders to Foreign Borrowers pursuant to Section 2.1.1(b) , which Loan shall be denominated in Sterling, Dollars, Australian Dollars or Euros and either a LIBOR Loan, a Foreign Base Rate Loan or, with respect to Loans denominated in Australian Dollars only, an Australian Bank Bill Rate Loan, and including any Foreign Swingline Loan, Foreign Overadvance Loan, Foreign Protective Advance and deemed Loan advanced under Section 2.3.2(a) .

Foreign Overadvance : as defined in Section 2.1.5 .

Foreign Overadvance Loan : a Foreign Base Rate Loan made to a Foreign Borrower when a Foreign Overadvance exists or is caused by the funding thereof.

Foreign Plan : any employee benefit plan or arrangement other than a UK Pension Plan (a) maintained or contributed to by any Obligor or Subsidiary that is not subject to the laws of the U.S.; or (b) mandated by a government other than the U.S. for employees of any Obligor or Subsidiary.

Foreign Priority Payables Reserve : on any date of determination, a reserve in such amount as the Agent may determine in its Permitted Discretion which reflects the full amount of any liabilities or amounts which (by virtue of any Liens, choate or inchoate, or any statutory provision) rank or are capable of ranking in priority to the Agent’s and/or the Security Trustee’s Liens and/or for amounts which may represent costs relating to the enforcement of such Liens including, without limitation, (a) amounts due to employees in respect of unpaid wages, long service leave, retrenchment, payment in lieu of notice and holiday pay (including in all respects amounts protected by or payable pursuant to the Fair Work Act 2009 (Cth) of Australia), (b) the “prescribed part” of floating charge realisations held for unsecured creditors, (c) the expenses and liabilities incurred by any administrator (or other insolvency officer) and any remuneration of such administrator (or other insolvency officer), (d) the amounts in the future, currently or past due and not contributed, remitted or paid in respect of any occupational pension schemes and state scheme premiums, including any Australian Pension Plan, together with any charges which may be levied by a Governmental Authority as a result of any default in payment obligations in respect of any Australian Pension Plan, and (e) any preferential claims as set out in the Australian Corporations Act , amounts due and not paid under any legislation relating to workers’ compensation or to employment insurance and all amounts deducted or withheld and not paid and remitted when due under the Taxation Administration Act 1953 (Cth) of Australia (but excluding Pay as You Go income withholding tax).

Foreign Protective Advances : as defined in Section 2.1.6 .

Foreign Reimbursement Date : as defined in Section 2.3.2(a) .

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Foreign Rent and Charges Reserve : the aggregate of (a) all past due rent and other amounts owing by a Foreign Domiciled Obligor to any landlord, warehouseman, processor, repairman, mechanic, shipper, freight forwarder, broker or other Person who possesses any Collateral or could assert a Lien on any Collateral; and (b) a reserve at least equal to three months rent and other charges that could be payable to any such Person, unless it has executed a Lien Waiver.

Foreign Revolver Commitment : for any Foreign Lender, its obligation to make Foreign Loans and to issue Foreign Letters of Credit, in the case of Foreign Issuing Bank, or participate in Foreign LC Obligations, in the case of the other Foreign Lenders, to Foreign Borrowers up to the maximum principal amount shown on Schedule 1.1(a) , as hereafter modified pursuant to Section 2.1.4 , Section 2.1.7 or Section 2.1.8 or an Assignment and Acceptance to which it is a party. “ Foreign Revolver Commitments ” means the aggregate amount of such commitments of all Foreign Lenders.

Foreign Revolver Commitment Increase : as defined in Section 2.1.7(a) .

Foreign Revolver Commitment Termination Date : the earliest to occur of (a) the U.S. Revolver Commitment Termination Date (without regard to the reason therefor); (b) the date on which Foreign Borrower Agent terminates the Foreign Revolver Commitments pursuant to Section 2.1.4 ; or (c) the date on which the Foreign Revolver Commitments are terminated pursuant to Section 11.2 .

Foreign Revolver Usage : the Dollar Equivalent of an amount equal to (a) the aggregate principal amount of outstanding Foreign Loans; plus (b) the aggregate Stated Amount of outstanding Foreign Letters of Credit, except to the extent Cash Collateralized by Foreign Borrowers.

Foreign Security Documents : the Australian Security Agreements, the Dutch Security Agreements, the UK Security Agreements and each other pledge agreement (including, without limitation, each pledge over movable assets (undisclosed and non-possessory) and each pledge of receivables), debenture or security agreement between any Foreign Domiciled Obligor and the Agent or Security Trustee.

Foreign Subsidiary : a Subsidiary of Parent that is not a Domestic Subsidiary; provided , that a Domestic Subsidiary of a CFC shall be treated as a Foreign Subsidiary hereunder.

Foreign Swingline Lender : (a) Bank of America (London) or an Affiliate of Bank of America (London) or (b) with respect to Australian Borrowers, Bank of America (Australia) or any Affiliate of Bank of America (Australia).

Foreign Swingline Loan : any Borrowing of Foreign Base Rate Loans funded with Foreign Swingline Lender’s funds, until such Borrowing is settled among Foreign Lenders or repaid by Foreign Borrowers.

Foreign Swingline Sublimit : $20,000,000.

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Foreign Unused Line Fee Rate : a per annum rate equal to (a) at any time on or prior to April 1, 2014, 0.375% and (b) at all times thereafter, (i) 0.375%, if the average daily Foreign Revolver Usage was 50% or less of the Foreign Revolver Commitments during the preceding calendar month, or (ii) 0.250%, if the average daily Foreign Revolver Usage was more than 50% of the Foreign Revolver Commitments during the preceding calendar month.

Foreign Working Capital Guaranty : the Amended and Restated Guaranty dated as of June 30, 2010 duly executed and delivered to Citibank, N.A. by the Borrowers (other than Parent), as the same may be amended, supplemented or otherwise modified from time to time.

Fronting Exposure : a Defaulting Lender’s interest in LC Obligations, Swingline Loans and Protective Advances, except to the extent Cash Collateralized by the Defaulting Lender or allocated to other Lenders hereunder.

Full Payment or Payment in Full : with respect to any Obligations, (a) the full cash payment thereof, including any interest, fees and other charges accruing during an Insolvency Proceeding (whether or not allowed in the proceeding); and (b) if such Obligations are LC Obligations or inchoate or contingent in nature, Cash Collateralization thereof (or delivery of a standby letter of credit acceptable to Agent in its discretion, in the amount of required Cash Collateral). No Loans shall be deemed to have been paid in full unless all Commitments related to such Loans have terminated.

Fund : any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans of the type contemplated by this Agreement and similar extensions of credit in the ordinary course of its business.

GAAP : generally accepted accounting principles (in the U.S. except as otherwise specified in this Agreement) set forth in the opinions and pronouncements of the Accounting Principles Board, the American Institute of Certified Public Accountants and the Financial Accounting Standards Board or in such other statements by such other entity as may be in general use by significant segments of the accounting profession as in effect from time to time subject to Section 1.2 .

General Intangibles : as defined in the UCC (and/or with respect to any General Intangible of an Australian Domiciled Obligor, “intangible property” as defined in the Australian PPSA) or any other Applicable Law, as applicable.

Governmental Approvals : all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and required reports to, all Governmental Authorities.

Governmental Authority : any federal, state, local, foreign or other agency, authority, body, commission, court, instrumentality, political subdivision, central bank, or other entity or officer exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions for any governmental, judicial, investigative, regulatory or self-regulatory authority (including any supra-national bodies such as the European Union or European Central Bank), in each case whether it is or is not associated with Australia, Italy, the Netherlands, the United Kingdom, the U.S. or any state, province, district or territory thereof, or any other foreign entity or government.

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GST : as defined in Section 5.8.9(a) .

GST Act : A New Tax System (Goods and Services Tax) Act 1999 (Cth) of Australia.

GST Group : has the meaning given to it in the GST Act.

Guarantor Payment : as defined in Section 5.10.3(b) .

Guarantors : Foreign Facility Guarantors, U.S. Facility Guarantors, and each other Person who guarantees payment or performance of any Obligations.

Guaranty : each guaranty agreement (including this Agreement) executed by a Guarantor in favor of Agent.

Hedging Agreement : any “swap agreement” as defined in Section 101(53B)(A) of the Bankruptcy Code, including any agreement relating to any swap, cap, floor, collar, option or forward, or combination thereof or similar transaction, with respect to interest rate, foreign exchange, currency, commodity, credit or equity risk.

Holding BV : as defined in the preamble to this Agreement.

HMRC Transfer Date : as defined in Section 5.8.8(e) .

Incremental Facility Amount : as defined in Section 2.1.7(a) .

Indemnified Party : as defined in Section 12.2.7 .

Indemnified Taxes : (a) Taxes, other than Excluded Taxes and, with respect to the Foreign Loans, Taxes explicitly excluded from the gross-up or indemnity provisions of Sections 5.8.7 , 5.8.8 and 5.8.9 , imposed on or relating to any payment of an Obligation; and (b) to the extent not otherwise described in clause (a) , Other Taxes.

Indemnitees : Agent Indemnitees, Lender Indemnitees, Issuing Bank Indemnitees and Bank of America Indemnitees.

Information : as defined in Section 14.12 .

Initial Borrower and Initial Borrowers : as defined in the preamble to this Agreement.

Initial Dutch Borrowers : as defined in the preamble to this Agreement.

Initial UK Borrower : as defined in the preamble to this Agreement.

Initial U.S. Borrowers : as defined in the preamble to this Agreement.

Insolvency Proceeding : (a) any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any agreement of such Person to, (i) the entry of an order for relief under the Bankruptcy Code, or any other insolvency, debtor relief or debt adjustment

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law; (ii) the appointment of a receiver, receiver and manager, trustee, liquidator, administrator, conservator, Controller or other custodian for such Person or any part of its Property; (iii) an assignment or trust mortgage for the benefit of creditors; (b) in the case of a UK Domiciled Obligor, any corporate action, legal proceedings or other procedure commenced or other step taken (including the making of an application, the presentation of a petition, the filing or service of a notice or the passing of a resolution) in relation to (i) such UK Domiciled Obligor being adjudicated or found insolvent, (ii) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of such UK Domiciled Obligor other than a solvent liquidation or reorganization of such UK Domiciled Obligor permitted by Section 10.2.7 , (iii) a composition, assignment or arrangement with any class of creditors of such UK Domiciled Obligor or (iv) the appointment of a liquidator, supervisor, receiver, administrator, administrative receiver, compulsory manager, trustee or other similar officer in respect of such UK Domiciled Obligor or any of its assets; provided that clause (b) shall not apply to any winding-up petition which is frivolous or vexatious or which is being contested in good faith and, in each case, is discharged, stayed or dismissed within 21 days of commencement; (c) in the case of an Australian Domiciled Obligor, any writ of execution, garnishee order, notice under section 120 of the Australian PPSA, mareva injunction or similar order, attachment, distress or other process is made, levied or issued against it or its assets, or such other step is taken in relation to it being adjudicated or found unable to pay its debts when they fall due or it is (or states that it is) an “insolvent under administration” or “insolvent” (each as defined in the Australian Corporations Act); and (d) in case of a Foreign Domiciled Obligor domiciled in Italy, a winding-up, administration or dissolution includes, without limitation, any liquidazione, procedura concorsuale ( fallimento, concordato preventivo , liquidazione coatta amministrativa , amministrazione straordinaria o ristrutturazione industriale delle grandi imprese in stato d'insolvenza ), the execution of an accordo di ristrutturazione dei debiti pursuant to article 182-bis of the Italian Bankruptcy Act, cessione dei beni ai creditori , or any other similar proceedings.

Intellectual Property : all intellectual and similar Property of a Person, including inventions, designs, patents, copyrights, trademarks, service marks, trade names, trade secrets, confidential or proprietary information, customer lists, know-how, software and databases; all embodiments or fixations thereof and all related documentation, applications, registrations and franchises; all licenses or other rights to use any of the foregoing; and all books and records relating to the foregoing.

Intellectual Property Claim : any claim or assertion (whether in writing, by suit or otherwise) that a Borrower’s or Subsidiary’s ownership, use, marketing, sale or distribution of any Inventory, Equipment, Intellectual Property or other Property violates another Person’s Intellectual Property.

Interest Period : as defined in Section 3.1.4 .

Inventory : as defined in the UCC, the Australian PPSA or in any similar statute of England and Wales, Scotland, Northern Ireland or any other relevant jurisdiction, and for the Netherlands qualifying as ‘roerende zaken’, including all goods intended for sale, lease, display or demonstration; all work in process; and all raw materials, and other materials and supplies of any kind that are or

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could be used in connection with the manufacture, printing, packing, shipping, advertising, sale, lease or furnishing of such goods, or otherwise used or consumed in a Person’s business (but excluding Equipment).

Investment: an Acquisition, an acquisition of record or beneficial ownership of any Equity Interests of a Person, or a loan, advance or capital contribution to or other investment in a Person.

Investment Condition : either (a) each of the following is satisfied: (i) pro forma Total Excess Availability is greater than 12.5% of the aggregate Commitments at all times during the Pro Forma Period, (ii) pro forma U.S. Excess Availability is greater than 12.5% of the aggregate U.S. Revolver Commitments at all times during the Pro Forma Period and (iii) the Borrowers are in compliance with Section 10.3 (computed on a pro forma basis for the most recent four fiscal quarter period for which financials are required to be delivered), whether or not a Trigger Period is in effect, or (b) each of the following is satisfied: (i) pro forma Total Excess Availability is greater than 20% of the aggregate Commitments at all times during the Pro Forma Period and (ii) pro forma U.S. Excess Availability is greater than 20% of the aggregate U.S. Revolver Commitments at all times during the Pro Forma Period; provided , that from and after the PP&E Component Implementation Date, the above-listed percentages in subclause (a) shall instead be 15% in each case and the above-listed percentages in subclause (b) shall instead be 25% in each case.

IP Assignment : a collateral assignment or security agreement pursuant to which an Obligor grants a Lien on its Intellectual Property to Agent or Security Trustee, as security for its Obligations.

IRS : the U.S. Internal Revenue Service.

Issuing Bank Indemnitees : Foreign Issuing Bank Indemnitees and/or U.S. Issuing Bank Indemnitees, as the context requires.

ITA : the Income Tax Act 2007 (United Kingdom).

ITSA : an agreement between the members of a GST Group which takes effect as an indirect tax sharing agreement under section 444-90 of Schedule 1 of the Taxation Administration Act 1953 (Cth) of Australia and complies with the Taxation Administration Act 1953 (Cth) of Australia and the GST Act as well as any applicable law, official directive, request, guideline or policy (whether or not having the force of law) issued in connection with the Taxation Administration Act 1953 (Cth) of Australia.

Judgment Currency : as defined in Section 1.5.2 .

LC Conditions : Foreign LC Conditions and/or U.S. LC Conditions, as the context requires.

LC Document : a Foreign LC Document and/or U.S. LC Document, as the context requires.

LC Obligations : Foreign LC Obligations and/or U.S. LC Obligations, as the context requires.

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Lender Indemnitees : Lenders and Secured Bank Product Providers, and their officers, directors, employees, Affiliates, agents and attorneys.

Lenders : as defined in the preamble to this Agreement, including Bank of America and its Affiliates in their respective capacities as Foreign Swingline Lender and U.S. Swingline Lender, the Foreign Lenders, the U.S. Lenders and their respective permitted successors and assigns and, where applicable, any Issuing Bank, and any other Person who hereafter becomes a “Lender”pursuant to an Assignment and Acceptance.

Lending Office : the office designated as such by the applicable Lender at the time it becomes party to this Agreement or thereafter by notice to Agent and the relevant Borrower Agent.

Letters of Credit : the Foreign Letters of Credit and/or U.S. Letters of Credit, as the context requires.

LIBOR : for any Interest Period, the per annum rate of interest (rounded up, if necessary, to the nearest 1/16th of 1%) determined by Agent at approximately 11:00 a.m. (London time) two Business Days prior to commencement of such Interest Period, for a term comparable to such Interest Period, equal to (a) the British Bankers Association LIBOR Rate or successor thereto if such association is no longer making such rate available, as published by Reuters (or other commercially available source designated by Agent); or (b) if the rate described in clause (a) is unavailable for any reason, the interest rate at which deposits in the applicable currency and approximate amount of the Loan would be offered by Agent’s London branch to major banks in the London interbank Eurodollar market.

LIBOR Loan : a Loan that bears interest based on LIBOR.

License : any license or agreement under which an Obligor is authorized to use Intellectual Property in connection with any manufacture, marketing, distribution or disposition of Collateral, any use of Property or any other conduct of its business.

Licensor : any Person from whom an Obligor obtains the right to use any Intellectual Property.

Lien : a Person’s interest in Property securing an obligation owed to, or a claim by, such Person, including any lien, security interest, pledge, hypothecation, retention of title, assignment, trust, reservation, encroachment, easement, right-of-way, covenant, condition, restriction, leases, or other title exception or encumbrance and, with respect to any Australian Domiciled Obligor, also includes any ‘security interest’ as defined in sections 12(1) and 12(2) of the Australian PPSA.

Lien Waiver : an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent (or Security Trustee) to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees

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to hold any Documents in its possession relating to the Collateral as agent for Agent, and agrees to deliver the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.

Lift Truck Financing Guarantee : (a) guarantees or repurchase or recourse obligations of an Obligor, incurred in the Ordinary Course of Business consistent with past practice, of Debt incurred by a dealer or customer of a dealer, for the purchase or lease of lift trucks substantially all of which are manufactured or sold by an Obligor, the proceeds of which Debt are used by such dealer or customer primarily to pay the purchase or lease price of such lift trucks and any related reasonable fees and expenses (including financing fees); provided, however , that (i)(A) with respect to lift trucks located in the U.S., the Debt so guaranteed is secured by a perfected first priority Lien on such lift trucks in favor of the holder of Debt or an Obligor and (B) with respect to lift trucks located outside of the U.S., the Debt so guaranteed is secured by a Lien or other similar security interest to the extent commercially practicable in the jurisdiction in which such lift trucks are located and (ii) if any Obligor is required to make payment with respect to such guaranty, such Obligor will have the right to receive one or more of the following: (A) the title to such lift trucks, (B) a valid assignment of a perfected first priority Lien or other similar security interest in the lift trucks or (C) the net proceeds of any resale of such lift trucks and (b) a lease finance transaction under which (i) Parent or any Subsidiary sells a lift truck to a Financial Institution, (ii) such Financial Institution, as lessor, enters into an Operating Lease with respect to such lift truck with Parent or any Subsidiary, as lessee, and (iii) Parent or such Subsidiary, as the case may be, as lessor, enters into an Operating Lease with respect to such lift truck with a customer, as lessee.

Loan : a Foreign Loan and/or U.S. Loan, as the context requires.

Loan Documents : this Agreement, any supplement or joinder to this Agreement, Other Agreements and Security Documents.

Loan Year : each 12 month period commencing on the Closing Date and on each anniversary of the Closing Date.

Local Counsel Opinion : an opinion letter delivered by local counsel reasonably acceptable to Agent and in the jurisdiction in which any Eligible Real Property is located with respect to the validity and enforceability of a Mortgage (and any Lien granted thereunder) and any related fixture filings and containing other such customary opinions of local counsel reasonably requested by Agent, in form and substance reasonably satisfactory to Agent.

Local Time : with respect to (a) U.S. Loans, Eastern time in the U.S., (b) Foreign Loans (other than as provided in clause (c) ), prevailing time in London, England and (c) Australian Loans, prevailing time in Sydney, Australia.

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Margin Stock : as defined in Regulation U of the Board of Governors.

Material Adverse Effect: a material adverse effect upon (a) the condition (financial or otherwise), performance or properties of any Borrower, or the Parent and its Subsidiaries taken as a whole, (b) the ability of any of the Obligors to perform their respective obligations under the Loan Documents, (c) the ability of the Lenders, the Foreign Issuing Bank, the U.S. Issuing Bank, the Agent or the Security Trustee to enforce any of the Loan Documents or (d) a material portion of the Collateral or the validity or priority of the Agent’s or the Security Trustee’s Liens thereon or the ability of the Agent or the Security Trustee to realize upon a material portion of the Collateral.

Material Contract : any agreement or arrangement to which a Parent or Subsidiary is party (other than the Loan Documents) (a) that is deemed to be a material contract under any securities law applicable to such Person, including the Securities Act of 1933; (b) for which breach, termination, nonperformance or failure to renew could reasonably be expected to have a Material Adverse Effect; or (c) that relates to Subordinated Debt, or to Debt in an aggregate principal amount of $10,000,000 or more.

Maturity Date : December 18, 2018.

Maximum Facility Amount : $320,000,000.

Maximum Rate : as defined in Section 3.10 .

Moody’s : Moody’s Investors Service, Inc., and its successors.

Mortgage : a mortgage or deed of trust in which an Obligor grants a Lien on its Real Estate to Agent or Security Trustee, as security for its Obligations.

Mortgage Policy : an ALTA title insurance policy (or its equivalent in non-ALTA jurisdictions) with respect to the applicable parcel of Real Estate naming Agent as insured party for the benefit of the applicable Lenders, insuring that the Mortgage creates a valid and enforceable first priority mortgage lien on the applicable parcel of Real Estate, free and clear of all defects and encumbrances except Customary Permitted Liens, which Mortgage Policy shall (A) be in an amount no greater than the value of such parcel of Real Estate, as determined by the appraisal report to be delivered pursuant to Schedule 1.1(e) ( provided , however , that if such Eligible Real Estate is located in a mortgage or recording tax jurisdiction and Agent limits its recovery under the applicable Mortgage, the insured amount shall be equal to 120% of such appraised value), (B) be from an insurance company reasonably acceptable to Agent, (C) include such other endorsements and reinsurance as Agent may reasonably require and (D) otherwise satisfy the reasonable title insurance requirements of Agent.

Multiemployer Plan : any employee benefit plan of the type described in Section 4001(a)(3) of ERISA that is subject to Title IV of ERISA, to which any Obligor or ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

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NACCO BV : as defined in the preamble to this Agreement.

Net Proceeds : with respect to an Asset Disposition, proceeds (including, when received, any deferred or escrowed payments) received by Parent or any Subsidiary in cash from such disposition, net of (a) reasonable and customary costs and expenses actually incurred in connection therewith, including legal fees and sales commissions; (b) amounts applied to repayment of Debt secured by a Permitted Lien senior to Agent’s Liens on Collateral sold; (c) Taxes paid or reasonably estimated to be payable as a result thereof (taking into account any available Tax credits or deductions); and (d) reserves for indemnities, until such reserves are no longer needed.

Netherlands : the Kingdom of the Netherlands.

New Lender : each Lender that becomes a party to this Agreement after the Closing Date.

NFS : NMHG Financial Services, Inc., a Delaware corporation in which NMHG holds a minority interest.

NMHG : as defined in the preamble to this Agreement.

NMHG Mauritius Entities : NMHG Mauritius, Shanghai Hyster Forklift Ltd., Shanghai Hyster International Trading Co., Ltd. and Hyster (H.K.) Limited.

NMH International : as defined in the preamble to this Agreement.

NMH Italy : NACCO Materials Handling S.p.A. (f/k/a NACCO Materials Handling S.R.L.), a joint stock company incorporated under the laws of Italy, registered with the Register of Enterprises of Milan under No. 01020710362.

NOLV Percentage : the net orderly liquidation value of Inventory, expressed as a percentage, expected to be realized at an orderly, negotiated sale held within a reasonable period of time, net of all liquidation expenses, as determined from the most recent appraisal of the applicable Foreign Borrower’s or U.S. Borrowers’ Inventory performed by an appraiser and on terms satisfactory to Agent.

Non-Domiciled Lender : (a) with respect to each U.S. Borrower, each Lender or Issuing Bank that is not a U.S. Person, and (b) with respect to each Foreign Borrower, each Lender or Issuing Bank that is resident or organized under the laws of a jurisdiction other than that in which such Foreign Borrower is resident for Tax purposes.

Notice of Borrowing : a Notice of Foreign Borrowing and/or a Notice of U.S. Borrowing, as the context requires.

Notice of Conversion/Continuation : a Notice of Foreign Conversion/Continuation and/or a Notice of U.S. Conversion/Continuation, as the context requires.

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Notice of Foreign Borrowing : a Notice of Borrowing to be provided by Foreign Borrower Agent to request a Borrowing of Foreign Loans, in the form attached hereto as Exhibit D , or otherwise in form satisfactory to Agent.

Notice of Foreign Conversion/Continuation : a Notice of Foreign Conversion/Continuation to be provided by Foreign Borrower Agent to request a conversion or continuation of any Foreign Loans as LIBOR Loans or Australian Bank Bill Rate Loans, in the form attached hereto as Exhibit E , or otherwise in form satisfactory to Agent.

Notice of U.S. Borrowing : a Notice of Borrowing to be provided by U.S. Borrower Agent to request a Borrowing of U.S. Loans, in form satisfactory to Agent.

Notice of U.S. Conversion/Continuation : a Notice of U.S. Conversion/Continuation to be provided by U.S. Borrower Agent to request a conversion or continuation of any U.S. Loans as LIBOR Loans, in form satisfactory to Agent.

NPL : as defined in Section 9.1.13(e) .

Obligations : all (a) principal of and premium, if any, on the Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees, indemnification obligations, Extraordinary Expenses and other amounts payable by Obligors under Loan Documents, (d) Secured Bank Product Obligations, and (e) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several; provided , that Obligations of an Obligor shall not include its Excluded Swap Obligations.

Obligor Group : a group consisting of the Foreign Domiciled Obligors or the U.S. Domiciled Obligors, as the context requires.

Obligor Group Obligations : with respect to the Foreign Domiciled Obligors, the Foreign Facility Obligations and with respect to the U.S. Domiciled Obligors, the U.S. Facility Obligations.

Obligors : the Foreign Domiciled Obligors and the U.S. Domiciled Obligors, collectively; and Obligor means any of the Obligors, individually.

OFAC : Office of Foreign Assets Control of the U.S. Treasury Department.

Operating Lease : as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee which is not a Capital Lease.

Ordinary Course of Business : the ordinary course of business of any Borrower or Subsidiary, undertaken in good faith and consistent with Applicable Law and past practices.

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Organic Documents : with respect to any Person, its charter, certificate or articles of incorporation, continuation or amalgamation, bylaws, articles of organization, coordinated articles of association, limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, memorandum or articles of association, constitution, voting trust agreement, or similar agreement or instrument governing the formation or operation of such Person.

Original Obligation and Original Obligations : as defined in Section 12.2.16 .

OSHA : the Occupational Safety and Hazard Act of 1970.

Other Agreement : each LC Document, fee letter (including the Fee Letters), Lien Waiver, Real Estate Related Document, Borrowing Base Certificate, Compliance Certificate, Borrower Materials, or other note, document, instrument or agreement (other than this Agreement or a Security Document) now or hereafter delivered by an Obligor or other Person to Agent, Security Trustee or a Lender in connection with any transactions relating hereto.

Other Connection Taxes : Taxes imposed on a Recipient due to a present or former connection between it and the taxing jurisdiction (other than connections arising from the Recipient having executed, delivered, become party to, performed obligations or received payments under, received or perfected a Lien or engaged in any other transaction pursuant to, enforced, or sold or assigned an interest in, any Loan or Loan Document).

Other Taxes : all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a Lien under, or otherwise with respect to, any Loan Document, except Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 13.4(c) ).

Overadvance : a Foreign Overadvance and/or a U.S. Overadvance, as the context requires.

Overadvance Loan : a Foreign Overadvance Loan and/or a U.S. Overadvance Loan, as the context requires.

Parallel Debt Obligation and Parallel Debt Obligations : as defined in Section 12.2.16 .

Parent : as defined in the preamble to this Agreement.

Participant : as defined in Section 13.2.1 .

Participating Member State : any member state of the European Communities that adopts or has adopted the Euro as its lawful currency in accordance with the legislation of the European Community relating to the Economic and Monetary Union.

Patriot Act : the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001).

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Payment Item : each check, draft or other item of payment payable to an Obligor, including those constituting proceeds of any Collateral.

PBGC : the Pension Benefit Guaranty Corporation.

Pension Plan : any employee pension benefit plan (as defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Obligor or ERISA Affiliate or to which the Obligor or ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the preceding five plan years, other than the Combined Defined Benefit Plan for NACCO Industries, Inc. and its Subsidiaries.

Pensions Regulator : the body corporate in the UK called the Pensions Regulator established under Part I of the Pensions Act 2004 (UK).

Perfection Certificate : a certificate disclosing information regarding Obligors in a form approved by Agent.

Permits : any permit, approval, authorization, license, variance, exemption, no-action letter or permission required from a Governmental Authority under an Applicable Law.

Permitted Acquisition : as defined in Section 10.2.4(f) .

Permitted Asset Disposition : an Asset Disposition permitted under Section 10.2.5 .

Permitted Discretion : a determination made in the exercise, in good faith, of reasonable business judgment (from the perspective of a secured, asset-based lender).

Permitted Existing Accommodation Obligations : means those Accommodation Obligations of the Parent and its Subsidiaries identified as such on Schedule 10.2.8 .

Permitted Existing Debt : Debt of Parent and its Subsidiaries identified as such on Schedule 10.2.1 .

Permitted Holders : the “Participating Stockholders” existing and as defined on the Closing Date in the Stockholders’Agreement dated as of September 28, 2012, by and among Parent, as depository, Parent and the Participating Stockholders, as amended by the Amendment to Stockholders’ Agreement dated as of December 31, 2012 and the Amendment to Stockholders’Agreement dated as of January 18, 2013.

Permitted Liens : as defined in Section 10.2.2 .

Permitted Term Debt : as defined in Section 10.2.1(m) .

Person : any individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization, Governmental Authority or other entity.

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Plan : any employee benefit plan (as defined in Section 3(3) of ERISA) established by an Obligor or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, an ERISA Affiliate.

Platform : as defined in Section 14.3.3 .

Pledged Collateral : as defined in Section 7.4.1 .

Pledged Debt : as defined in Section 7.4.1 .

Pledged Entity : any Subsidiary all or a portion of the Equity Interests of which has been or is required to be pledged in accordance with the terms of this Agreement; provided , that (a) a floating charge under the UK Debenture over Equity Interests of a Person organized outside of England and Wales shall not, without further local law security as determined by the Agent, be sufficient to qualify such Person as a “Pledged Entity” and (b) NACCO Materials Handling Group (UK) Pension Co., Ltd. shall not constitute a “Pledged Entity”.

Pledged Equity Interests : as defined in Section 7.4.1 .

PP&E Collateral : with respect to any Obligor:

(a) any rights or interests in any owned Real Estate;

(b) any Intellectual Property; and

(c) any Equipment and machinery.

PP&E Component : on any date of determination after the PP&E Component Implementation Date, an amount equal to the sum, without duplication, of the following (expressed in Dollars based on the Dollar Equivalent thereof):

(a) the sum of the following for the Eligible Equipment of the applicable Borrower Group: the Equipment Amortization Factor multiplied by 85% of the net orderly liquidation value of such Eligible Equipment, such net orderly liquidation value to be based on the equipment appraisal completed prior to the PP&E Component Implementation Date (or such later appraisal as may be conducted by Agent following the occurrence of an Event of Default), plus

(b) the sum of the following for the Eligible Real Estate of the applicable Borrower Group: the Real Estate Amortization Factor multiplied by 70% of the fair market value of such Eligible Real Estate, such fair market value to be based on the real estate appraisal completed prior to the PP&E Component Implementation Date (or such later appraisal as may be conducted by Agent following an occurrence of an Event of Default), minus

(c) Availability Reserves applicable to the PP&E Component established by Agent in its Permitted Discretion.

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Notwithstanding anything to the contrary contained in this Agreement, in no event shall (i) the aggregate amount attributable to the Total Borrowing Base from the PP&E Component exceed an amount equal to twenty-five percent (25%) of the aggregate Commitments at any time and (ii) the aggregate amount attributable to the PP&E Component for Foreign Borrowers exceed an amount equal to fifty percent (50%) of the aggregate amount attributable to the PP&E Component in the Total Borrowing Base.

PP&E Component Implementation Date : the first date on which a Borrowing Base Certificate is delivered to Agent which includes the PP&E Component in the calculation of any Borrowing Base.

Prime Rate : the rate of interest announced by Bank of America from time to time as its prime rate. Such rate is set by Bank of America on the basis of various factors, including its costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such rate. Any change in such rate publicly announced by Bank of America shall take effect at the opening of business on the day specified in the announcement.

Pro Forma Period : the period commencing 30 days prior to the date of a proposed transaction through the date of such transaction.

Pro Rata : (a) when used with reference to a Lender’s (i) share on any date of the total Borrower Group Commitments to a Borrower Group, (ii) participating interest in LC Obligations (if applicable) to the members of such Borrower Group, (iii) share of payments made by the members of such Borrower Group with respect to such Borrower Group’s Obligations, (iv) increases or reductions to the Borrower Group Commitments pursuant to Section 2.1.4 or 2.1.7 , and (v) obligation to pay or reimburse the Agent for Extraordinary Expenses owed by or in respect of such Borrower Group or to indemnify any Indemnitees for Claims relating to such Borrower Group, a percentage (expressed as a decimal, rounded to the ninth decimal place) derived by dividing the amount of the Borrower Group Commitment of such Lender to such Borrower Group on such date by the aggregate amount of the Borrower Group Commitments of all Lenders to such Borrower Group on such date (or if such Borrower Group Commitments have been terminated, by reference to the respective Borrower Group Commitments as in effect immediately prior to the termination thereof) or (b) when used for any other reason, a percentage (expressed as a decimal, rounded to the ninth decimal place) derived by dividing the aggregate amount of the Lender’s Commitments on such date by the aggregate amount of the Commitments of all Lenders on such date (or if any such Commitments have been terminated, such Commitments as in effect immediately prior to the termination thereof).

Process Agent : as defined in Section 14.15.2

Properly Contested : with respect to any obligation of an Obligor, (a) the obligation is subject to a bona fide dispute regarding amount or the Obligor’s liability to pay; (b) the obligation is being properly contested in good faith by appropriate proceedings promptly instituted and diligently pursued; (c) appropriate reserves have been established in accordance with GAAP; (d) non-payment could not reasonably be expected to have a Material Adverse Effect, nor reasonably

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be expected to result in forfeiture or sale of any Collateral of the Obligor; (e) no Lien (other than any Lien, excluding any Environmental Lien and any Lien in favor of the PBGC, with respect to the payment of taxes, assessments or governmental charges in all cases which are not yet due) is imposed on assets of the Obligor, unless bonded and stayed to the satisfaction of Agent; and (f) if the obligation results from entry of a judgment or other order, such judgment or order is stayed pending appeal or other judicial review.

Property : any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including Equity Interests.

Protective Advances : Foreign Protective Advances and/or U.S. Protective Advances, as the context requires.

Purchase Money Debt : (a) Debt (other than the Obligations but including Capital Leases) for payment of any of the purchase price of fixed assets; (b) Debt (other than the Obligations) incurred within 90 days before or after acquisition of any fixed assets, for the purpose of financing any of the purchase price thereof; and (c) any renewals, extensions or refinancings (but not increases) thereof.

Purchase Money Lien : a Lien that secures Purchase Money Debt, encumbering only the fixed assets acquired with such Debt and constituting a Capital Lease or a purchase money security interest under the UCC or the Australian PPSA.

Qualified ECP : an Obligor with total assets exceeding $10,000,000, or that constitutes an “eligible contract participant”under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” under Section 1a(18)(A)(v)(II) of such act.

Qualified Secured Bank Product Obligations : Secured Bank Product Obligations arising under (a) any Hedging Agreement that a Borrower Agent designates to Agent as qualified for pari passu treatment with principal for purposes of Section 5.5 and (b) the Bank Products described in clause (d) of the definition therefor.

Qualifying Lender : as defined, in relation to United Kingdom Tax matters in Section 5.8.8 and, in relation to Australian Tax matters, in Section 5.8.9(a) .

RCRA : the Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i).

Real Estate : all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas or other improvements thereon.

Real Estate Amortization Factor : with respect to any date of determination, one (1) minus a fraction, the numerator of which is the number of full Fiscal Quarters of Parent elapsed as of such date (including any such Fiscal Quarter ending on such date) since the PP&E Component Implementation Date and the denominator of which is 40.

Real Estate Related Documents : with respect to any Real Estate subject to a Mortgage, the documents, evidence, information and agreements specified in Schedule 1.1(e) .

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Reallocation : as defined in Section 2.1.8(a) .

Reallocation Consent : as defined in Section 2.1.8(b) .

Reallocation Date : as defined in Section 2.1.8(a) .

Receivables Sale Agreements : (a) the Receivables Assignment Agreement dated as of December 1, 1995 between NACCO BV and the Initial UK Borrower providing for the daily sale and assignment of all Accounts originated by NACCO BV to the Initial UK Borrower and (b) any other receivables assignment agreements between any Foreign Domiciled Obligor and the Initial UK Borrower providing for the daily sale and assignment of all Accounts originated by such Foreign Domiciled Obligor to the Initial UK Borrower, in each case, in form and substance satisfactory to Agent.

Recipient : Agent, Issuing Bank, Security Trustee or any Lender, as applicable.

Regulation : as defined in Section 9.1.25 .

Release : any active or passive release, spill, emission, leaking, pumping, injection, deposit, disposal, pouring, dumping, abandonment, discards of barrels, containers or other receptacles, including the active or passive discharge, dispersal, leaching or migration of Contaminants into the indoor or outdoor environment or into or out of any Property.

Relevant Borrower : as defined, in relation to Dutch Tax matters, in Section 5.8.7 , in relation to United Kingdom Tax matters, in Section 5.8.8 and, in relation to Australian Tax matters, in Section 5.8.9 .

Relevant Party : as defined in Section 5.8.7(c)(ii) .

Remedial Action : actions required to (a) clean up, remove, treat or in any other way address Contaminants in the indoor or outdoor environment; (b) prevent the Release or threat of Release or minimize the further Release of Contaminants; or (c) investigate and determine if a remedial or other response is needed and to design such a response and post-remedial investigation, monitoring, operation and maintenance and care.

Report : as defined in Section 12.4.3 .

Reportable Event : any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

Required Borrower Group Lenders : at any date of determination thereof, Secured Parties holding Borrower Group Commitments to a Borrower Group representing more than 50% of (a) the aggregate Borrower Group Commitments to such Borrower Group; or (b) following termination of such Borrower Group Commitments, the aggregate outstanding Loans and LC Obligations owing by such Borrower Group or, if all Loans and LC Obligations have been Paid in Full, the aggregate remaining Obligations of such Borrower Group; provided , however , that Commitments, Loans and other Obligations held by a Defaulting Lender and its Affiliates shall be disregarded in making such

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calculation, but any related Fronting Exposure shall be deemed held as a Loan or LC Obligation by the Secured Party that funded the applicable Loan or issued the applicable Letter of Credit.

Required Lenders : Secured Parties holding more than 50% of (a) the aggregate outstanding Commitments; or (b) following termination of the Commitments, the aggregate outstanding Loans and LC Obligations or, if all Loans and LC Obligations have been Paid in Full, the aggregate remaining Obligations; provided , however , that Commitments, Loans and other Obligations held by a Defaulting Lender and its Affiliates shall be disregarded in making such calculation, but any related Fronting Exposure shall be deemed held as a Loan or LC Obligation by the Secured Party that funded the applicable Loan or issued the applicable Letter of Credit.

Reserves : Foreign Availability Reserves and/or U.S. Availability Reserves, as the context requires.

Restrictive Agreement : an agreement (other than a Loan Document) that conditions or restricts the right of any Borrower, Subsidiary or other Obligor to incur or repay the Obligations, to grant Liens on any of their respective assets in favor of Agent or Security Trustee, to declare or make Distributions, to modify, extend or renew any agreement evidencing the Obligations, or to repay any intercompany Debt.

Revolver Commitment Increase : as defined in Section 2.1.7(a) .

Revolver Commitment Termination Date : the Foreign Revolver Commitment Termination Date and/or the U.S. Revolver Commitment Termination Date, as the context requires.

Revolver Facilities : the facilities established pursuant to this Agreement under the Foreign Revolver Commitments and the U.S. Revolver Commitments, and “Revolver Facility” means any one of such Revolver Facilities.

Revolver Usage : Foreign Revolver Usage and/or U.S. Revolver Usage, as the context requires.

Royalties : all royalties, fees, expense reimbursement and other amounts payable by an Obligor under a License.

S&P : Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw Hill Companies, Inc. and any successor thereto.

Sanction : any international economic sanction administered or enforced by the U.S. Government (including OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.

SEC : the U.S. Securities and Exchange Commission or any successor thereto. Secured Bank Product Obligations : Debt, obligations and other liabilities with respect to Bank Products owing by an

Obligor or Affiliate of an Obligor to a Secured Bank Product Provider;

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provided , that Secured Bank Product Obligations of an Obligor shall not include its Excluded Swap Obligations.

Secured Bank Product Provider : (a) Bank of America or any of its Affiliates; and (b) any other Lender or Affiliate of a Lender that is providing a Bank Product, provided such provider delivers written notice to Agent, within 10 days following the later of the Closing Date or creation of the Bank Product, (i) describing the Bank Product and setting forth the maximum amount to be secured by the Collateral and the methodology to be used in calculating such amount, and (ii) agreeing to be bound by Section 12.15 .

Secured Parties : Foreign Facility Secured Parties, U.S. Facility Secured Parties and Secured Bank Product Providers.

Securities Accounts : any present and future “securities account” (as defined in Article 8 of the UCC or in section 15 of the Australian PPSA, as applicable), including all monies, “uncertificated securities,” “securities entitlements” and other “financial assets” (as defined in Article 8 of the UCC) and all “intermediated security” and “financial product” (as defined in section 10 of the Australian PPSA), contained therein.

Securities Account Control Agreement : a control agreement, or in respect of any Securities Accounts located in Australia, a sponsorship agreement, satisfactory to Agent executed by an institution maintaining a Securities Account for an Obligor, to perfect Agent’s or Security Trustee’s Lien or otherwise grant control to Agent or Security Trustee on such account.

Securities Exchange Act : the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

Security Documents : this Agreement, the Guarantees, the Foreign Security Documents, Australian Security Trust Deed, IP Assignments, Deposit Account Control Agreements, the Securities Account Control Agreements, the Mortgages and all other documents, instruments and agreements now or hereafter securing (or given with the intent to secure) any Obligations.

Security Trustee : the Australian Security Trustee, the European Security Trustee and/or any other security trustee appointed by the Agent and/or the Secured Parties from time to time, as the context requires.

Senior Officer : the chairman of the board, president, chief executive officer, chief financial officer, vice president and general counsel, vice president and deputy general counsel, vice president and treasurer or vice president and controller of a Borrower or, if the context requires, an Obligor, or in the case of a Foreign Domiciled Obligor, a director.

Settlement Report : a report summarizing Loans and participations in LC Obligations outstanding as of a given settlement date, allocated to Lenders on a Pro Rata basis in accordance with their Commitments.

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Solvent : (a) as to any Person (other than a Person incorporated or organized under the laws of Australia or any state or territory of Australia), such Person (i) owns Property whose fair salable value is greater than the amount required to pay all of its debts (including contingent, subordinated, unmatured and unliquidated liabilities); (ii) owns Property whose present fair salable value (as defined below) is greater than the probable total liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of such Person as they become absolute and matured; (iii) is able to pay all of its debts as they mature; (iv) has capital that is not unreasonably small for its business and is sufficient to carry on its business and transactions and all business and transactions in which it is about to engage; (v) is not “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code; and (vi) has not incurred (by way of assumption or otherwise) any obligations or liabilities (contingent or otherwise) or made any conveyance in connection therewith, with actual intent to hinder, delay or defraud either present or future creditors of such Person or any of its Affiliates, (b) as to any Person incorporated, registered or organized in the UK (in addition to the foregoing under clause (a) above), such Person is able or does not admit its inability to pay its debts as they fall due, does not suspend or threaten to suspend making payments on any of its indebtedness, does not by reason of actual or anticipated financial difficulties, commence negotiations with its creditors with a view of rescheduling its indebtedness and no moratorium is declared in respect of its indebtedness and (c) as to any Person incorporated, registered or organized under the laws of Australia or any state or territory thereof, such Person (i) does not become, does not admit in writing that it is, is not declared to be, or is not deemed under any Applicable Law to be, insolvent; (ii) is able to pay its debts (as and when they become due and payable) and does not stop payments of its debts generally; and (iii) is not found or declared by a court to be insolvent, does not become insolvent within the meaning of section 95A(2) of the Australian Corporations Act or otherwise found or deemed to be insolvent by law or a court. “ Fair salable value ” means the amount that could be obtained for assets within a reasonable time, either through collection or through sale under ordinary selling conditions by a capable and diligent seller to an interested buyer who is willing (but under no compulsion) to purchase.

Specified Obligor : an Obligor that is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 5.10 ).

Spot Rate : the exchange rate, as determined by Agent, that is applicable to conversion of one currency into another currency, which is (a) the exchange rate reported by Bloomberg (or other commercially available source designated by Agent) as of the end of the preceding business day in the financial market for the first currency; or (b) if such report is unavailable for any reason, the spot rate for the purchase of the first currency with the second currency as in effect during the preceding business day in Agent’s principal foreign exchange trading office for the first currency.

Stated Amount : the outstanding amount of a Letter of Credit, including any automatic increase or tolerance, whether or not then effective, that is provided by the terms of the Letter of Credit or related LC Documents.

Sterling : the lawful currency of the United Kingdom.

Subordinated Debt : Debt incurred by an Obligor that is expressly subordinate and junior in right of payment to Full Payment of all Obligations on subordination terms satisfactory to Agent.

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Subsidiary : any entity more than 50% of whose voting securities or Equity Interests is owned by Parent or combination of Obligors (including indirect ownership through other entities in which Obligors directly or indirectly own more than 50% of the voting securities or Equity Interests).

Super-Majority Lenders : Secured Parties holding more than 66 2/3% of (a) the aggregate outstanding Commitments; or (b) following termination of the Commitments, the aggregate outstanding Loans and LC Obligations or, if all Loans and LC Obligations have been Paid in Full, the aggregate remaining Obligations; provided , however , that Commitments, Loans and other Obligations held by a Defaulting Lender and its Affiliates shall be disregarded in making such calculation, but any related Fronting Exposure shall be deemed held as a Loan or LC Obligation by the Secured Party that funded the applicable Loan or issued the applicable Letter of Credit.

Supplier : as defined in Section 5.8.7(c)(ii) .

Swap Obligations : with respect to an Obligor, its obligations under a Hedging Agreement that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

Swingline Loan : a Foreign Swingline Loan and/or U.S. Swingline Loan, as the context requires.

TARGET Day : any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by Agent to be a suitable replacement) is open for the settlement of payments in Euro.

Tax Confirmation : as defined in Section 5.8.8 .

Tax Consolidated Group : a Consolidated Group or a MEC Group as defined in section 995-1 of the Income Tax Assessment Act 1997 (Cth) of Australia.

Tax Credit : a credit against, relief or remission for, or refund or repayment of, any Taxes.

Tax Deduction : a deduction or withholding for or on account of Taxes from a payment under any Loan Document.

Tax Sharing Agreement : an agreement between the members of a Tax Consolidated Group which takes effect as a tax sharing agreement under section 721-25 of the Income Tax Assessment Act 1997 (Cth) of Australia and complies with the Income Tax Assessment Act 1997 and any law, official directive, request, guideline or policy (whether or not having the force of law) issued in connection with the Income Tax Assessment Act 1997 (Cth) of Australia .

Tax Payment : either the increase in a payment made by a Relevant Borrower under Section 5.8.1(c) , 5.8.7(a) , 5.8.8(a) or 5.8.9(b) , as applicable.

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Taxes : all present or future taxes, levies, imposts, duties, GST, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

Total Borrowing Base : as of any date of determination, the sum of the Foreign Borrowing Base and the U.S. Borrowing Base.

Total Excess Availability : as of any date of determination, the sum of Foreign Excess Availability and U.S. Excess Availability.

Total Revolver Usage : as of any date of determination, the sum of the Foreign Revolver Usage and the U.S. Revolver Usage on such date of determination.

Transferee: any actual or potential Eligible Assignee, Participant or other Person acquiring an interest in any Obligations.

Treaty : as defined, in relation to United Kingdom Tax matters, in Section 5.8.8 and, in relation to Australian Tax matters, in Section 5.8.9(a) .

Treaty Lender : as defined in Section 5.8.8 .

Treaty State : as defined, in relation to United Kingdom Tax matters, in Section 5.8.8 and, in relation to Australian Tax matters, in Section 5.8.9(a) .

Trigger Period : the period (a) commencing on the day that (i) Total Excess Availability is less than ten percent (10%) of the Commitments at any time or (ii) U.S. Excess Availability is less than ten percent (10%) of the U.S. Revolver Commitments at any time; and (b) continuing until, during each of the preceding 30 consecutive days (i) Total Excess Availability has been greater than ten percent (10%) of the Commitments at all times and (ii) U.S. Excess Availability has been greater than ten percent (10%) of the U.S. Revolver Commitments at all times; provided , that from and after the PP&E Component Implementation Date, each of the above-listed percentages shall instead be twelve and one-half percent (12.5%).

UCC : the Uniform Commercial Code as in effect in the State of New York or, when the laws of any other jurisdiction govern the perfection or enforcement of any Lien, the Uniform Commercial Code of such jurisdiction.

UK or United Kingdom : the United Kingdom of Great Britain and Northern Ireland.

UK Borrowers : (a) the Initial UK Borrowers and (b) each other Foreign Subsidiary organized under the laws of England and Wales that, after the date hereof, has executed a supplement or joinder to this Agreement in accordance with Section 10.1.9(a) and has satisfied the other requirements set forth in Section 10.1.9(a) in order to become a UK Borrower.

UK Debenture : that certain Debenture dated as of the date hereof among the UK Borrowers and the European Security Trustee, as amended, restated, supplemented or otherwise modified from time to time.

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UK Domiciled Obligor : each UK Borrower, NACCO Materials Handling Group Limited, a company incorporated in England and Wales with company number 01020654, and each other Foreign Subsidiary organized under the laws of England and Wales that, after the date hereof, in accordance with Section 10.1.9(a) or otherwise, has executed a supplement or joinder to this Agreement or otherwise entered into a guaranty in order to become an Obligor, and “UK Domiciled Obligors” means all such Persons, collectively.

UK Non-Bank Lender : as defined in Section 5.8.8 .

UK Pension Plan : an occupational pension scheme which is not a money purchase scheme (each as defined in Section 181 of the Pension Schemes Act 1993 (UK)) and any other pension plan maintained or contributed to by, or to which there is or may be an obligation to contribute by any Obligor in respect of its UK employees or former employees.

UK Security Agreements : (i) the UK Debenture, (ii) the UK Share Mortgages and each other debenture or security agreement governed by English law and, following the PP&E Component Implementation Date, “ UK Security Agreements ” shall include such instruments and agreements as Agent or European Security Trustee deem reasonably appropriate under other Applicable Law to evidence or perfect its Lien on any Collateral located in Northern Ireland or Scotland.

UK Share Mortgages : the share mortgages to be granted by (i) NMH International in favor of the European Security Trustee in respect of its Equity Interests in NACCO Materials Handling Group Ltd. and (ii) Hyster Overseas Capital Corporation, LLC in respect of its Equity Interests in the Initial UK Borrower and any other share mortgages entered into from time to time by an Obligor under English law in favor of the European Security Trustee in respect of such Obligor’s Equity Interests in any of its Subsidiaries .

Unfunded Pension Liability : the excess of a Pension Plan’s benefit liabilities over the value of that Pension Plan’s assets. For this purpose, the benefit liabilities of a Pension Plan for a plan year shall be the Pension Plan’s “funding target” determined under Section 430(d)(1) of the Code (without regard to Section 430(i)(1) of the Code) for the plan year, and the value of the Pension Plan’s assets for such plan year shall be such value as is used pursuant to Section 430 of the Code for purposes of determining the annual contribution requirements with respect to the Pension Plan for such plan year.

Upstream Payment : a Distribution by any Subsidiary of Parent to Parent or another Subsidiary of Parent.

U.S. : the United States of America.

U.S. Availability Reserve : the sum (without duplication) of (a) the U.S. Inventory Reserve; (b) the U.S. Dilution Reserve; (c) the U.S. Rent and Charges Reserve; (d) the U.S. Bank Product Reserve; (e) the Foreign Allocated U.S. Availability Reserve; (f) the aggregate amount of liabilities secured by Liens upon Collateral that are senior to Agent’s Liens (but imposition of any such reserve shall not waive an Event of Default arising therefrom); (g) the U.S. Credit Insurance Reserve; and

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(h) such additional reserves, in such amounts and with respect to such matters, as Agent in its Permitted Discretion may elect to impose from time to time.

U.S. Bank Product Reserve : the aggregate amount of reserves established by Agent from time to time in its Permitted Discretion in respect of Secured Bank Product Obligations of the U.S. Domiciled Obligors. Any reserves for Bank Products described in clause (d) of the definition therefor (a) shall not exceed $10,000,000 in the aggregate and (b) shall be adjusted from time to time (not to exceed once per calendar month) based upon the outstandings under such Bank Products as last notified by Citibank, N.A. to Agent in a form satisfactory to Agent ( provided , that such reserve may not be increased if an Event of Default exists or an Overadvance would result therefrom).

U.S. Base Rate : for any day, a per annum rate equal to the greatest of (a) the Prime Rate for such day; (b) the Federal Funds Rate for such day, plus 0.50%; or (c) LIBOR for a 30 day interest period as of such day, plus 1.0%.

U.S. Base Rate Loan : any Loan that bears interest based on the U.S. Base Rate.

U.S. Borrower Agent : as defined in Section 4.4(b) .

U.S. Borrowers : (a) the Initial U.S. Borrowers and (b) each other Domestic Subsidiary that, after the date hereof, has executed a supplement or joinder to this Agreement in accordance with Section 10.1.9(b) and has satisfied the other requirements set forth in Section 10.1.9(b) in order to become a U.S. Borrower.

U.S. Borrowing Base : on any date of determination, an amount equal to the lesser of (a) the U.S. Revolver Commitments

minus the Foreign Allocated U.S. Availability Reserve; or (b) the sum of, without duplication of the following:

(a) 85% of the Value of Eligible U.S. Accounts, plus

(b) the lesser of (i) 75% of the Value of Eligible U.S. Inventory and (ii) 85% of the NOLV Percentage of Eligible U.S. Inventory, plus

(c) from and after the PP&E Component Implementation Date, the PP&E Component for U.S. Borrowers at such time, minus

(d) the U.S. Availability Reserves.

U.S. Cash Collateral Account : a demand deposit, money market or other account established by Agent at Bank of America or such other financial institution as Agent may select in its discretion, which account shall be subject to a Lien in favor of, and under the sole control of, Agent.

U.S. Credit Insurance Reserve : an amount equal to the deductible and/or policy percentage for all credit insurance in respect of all Eligible Supported U.S. Accounts.

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U.S. Dilution Reserve : the aggregate amount of reserves, as established by Agent from time to time in its Permitted Discretion, in an amount equal to the Value of the Eligible U.S. Accounts multiplied by 1.0% for each percentage point (or portion thereof) that U.S. Borrowers’ Dilution Percent exceeds 5.0%.

U.S. Domiciled Obligors : each U.S. Borrower, each Domestic Subsidiary now or hereafter party hereto as an Obligor (excluding, for the avoidance of doubt, any Domestic Subsidiary of a CFC) and any U.S. Facility Guarantors, and “U.S. Domiciled Obligors” means all such Persons, collectively.

U.S. Dominion Account : each Deposit Account established by U.S. Domiciled Obligors at Bank of America or another bank acceptable to Agent, over which Agent has exclusive or springing control pursuant to a Deposit Account Control Agreement; provided that such Deposit Account is a collection account and not also an operating or disbursement account.

U.S. Excess Availability : as of any date of determination, an amount equal to the U.S. Borrowing Base, minus the U.S. Revolver Usage.

U.S. Facility Collateral : Collateral that now or hereafter secures (or is intended to secure) any of the U.S. Facility Obligations.

U.S. Facility Guarantor : the Parent, each U.S. Borrower and each Domestic Subsidiary or other Person that guarantees payment and performance of any U.S. Facility Obligations.

U.S. Facility Obligations : all Obligations of the U.S. Domiciled Obligors (including, for the avoidance of doubt, the Obligations of the U.S. Domiciled Obligors as guarantors of the Foreign Facility Obligations).

U.S. Facility Secured Parties : Agent, any U.S. Issuing Bank, U.S. Lenders and Secured Bank Product Providers of Bank Products to U.S. Domiciled Obligors.

U.S. Inventory Reserve : reserves established by Agent to reflect factors that may negatively impact the Value of Inventory of U.S. Borrowers, including change in salability, obsolescence, seasonality, theft, shrinkage, imbalance, change in composition or mix, markdowns and vendor chargebacks.

U.S. Issuing Bank : (a) Bank of America or any Affiliate of Bank of America, (b) any U.S. Lender or Affiliate thereof as issuer of the Existing U.S. Letters of Credit, (c) if selected by U.S. Borrower Agent, any other U.S. Lender or Affiliate thereof that agrees to issue U.S. Letters of Credit, or (d) any replacement issuer appointed pursuant to Section 2.4 .

U.S. Issuing Bank Indemnitees : U.S. Issuing Bank and its officers, directors, employees, Affiliates, agents and attorneys.

U.S. LC Application : an application by any U.S. Borrower or the U.S. Borrower Agent to the U.S. Issuing Bank for issuance of a U.S. Letter of Credit, in form and substance satisfactory to the U.S. Issuing Bank and Agent.

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U.S. LC Conditions : the following conditions necessary for issuance of a U.S. Letter of Credit: (a) each of the conditions set forth in Section 6.2 being satisfied or waived; (b) after giving effect to such issuance, the aggregate U.S. LC Obligations do not exceed the U.S. Letter of Credit Sublimit, no U.S. Overadvance exists and U.S. Revolver Usage does not exceed the U.S. Borrowing Base; (c) the U.S. Letter of Credit and payments thereunder are denominated in Dollars or other currency satisfactory to Agent and the U.S. Issuing Bank; and (d) the purpose and form of the proposed U.S. Letter of Credit are satisfactory to Agent and the U.S. Issuing Bank in their discretion.

U.S. LC Documents : all documents, instruments and agreements (including U.S. LC Requests and U.S. LC Applications) delivered by U.S. Borrowers or any other U.S. Domiciled Obligor to U.S. Issuing Bank or Agent in connection with any U.S. Letter of Credit.

U.S. LC Obligations : the sum (without duplication) of (a) all amounts owing by U.S. Borrowers for drawings under U.S. Letters of Credit; and (b) the Stated Amount of all outstanding U.S. Letters of Credit.

U.S. LC Request : a request for issuance of a U.S. Letter of Credit, to be provided by any U.S. Borrower or the U.S. Borrower Agent to the U.S. Issuing Bank, in form satisfactory to Agent and the U.S. Issuing Bank.

U.S. Lender : each Lender that has issued a U.S. Revolver Commitment or, if the U.S. Revolver Commitments have been terminated, that has a U.S. Loan or a participation in any U.S. LC Obligation.

U.S. Letter of Credit : any standby or documentary letter of credit or similar instrument issued by U.S. Issuing Bank for the account of a U.S. Borrower or another U.S. Domiciled Obligor, including the Existing U.S. Letters of Credit.

U.S. Letter of Credit Sublimit : $25,000,000.

U.S. Loan : a Loan made by U.S. Lenders to a U.S. Borrower pursuant to Section 2.1.1(a) , which Loan shall be denominated in Dollars or, if available to all U.S. Lenders, Euros, and shall be either a U.S. Base Rate Loan or a LIBOR Loan and including any U.S. Swingline Loan, U.S. Overadvance Loan, U.S. Protective Advance and deemed Loan advanced under Section 2.2.2(a) .

U.S. Overadvance : as defined in Section 2.1.5 .

U.S. Overadvance Loan : a U.S. Base Rate Loan made to a U.S. Borrower when a U.S. Overadvance exists or is caused by the funding thereof.

U.S. Reimbursement Date : as defined in Section 2.2.2(a) .

U.S. Rent and Charges Reserve : the aggregate of (a) all past due rent and other amounts owing by a U.S. Domiciled Obligor to any landlord, warehouseman, processor, repairman, mechanic, shipper, freight forwarder, broker or other Person who possesses any Collateral or could assert a Lien on any Collateral; and (b) a reserve at least equal to three months rent and other charges that could be payable to any such Person, unless it has executed a Lien Waiver.

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U.S. Revolver Commitment : for any U.S. Lender, its obligation to make U.S. Loans and to issue U.S. Letters of Credit, in the case of U.S. Issuing Bank, or participate in U.S. LC Obligations, in the case of the other U.S. Lenders, to U.S. Borrowers up to the maximum principal amount shown on Schedule 1.1(b) , as hereafter modified pursuant to Section 2.1.4 , Section 2.1.7 or Section 2.1.8 or an Assignment and Acceptance to which it is a party. “ U.S. Revolver Commitments ” means the aggregate amount of such commitments of all U.S. Lenders.

U.S. Revolver Commitment Increase : as defined in Section 2.1.7(a) .

U.S. Revolver Commitment Termination Date : the earliest of (a) the Maturity Date, (b) the date on which the U.S. Borrower Agent terminates the U.S. Revolver Commitments pursuant to Section 2.1.4 , and (c) the date on which the U.S. Revolver Commitments are terminated pursuant to Section 11.2 .

U.S. Revolver Usage : the Dollar Equivalent of an amount equal to (a) the aggregate principal amount of outstanding U.S. Loans; plus (b) the aggregate Stated Amount of outstanding U.S. Letters of Credit, except to the extent Cash Collateralized by U.S. Borrowers.

U.S. Person : “United States Person” as defined in Section 7701(a)(30) of the Code.

U.S. Protective Advances : as defined in Section 2.1.6 .

U.S. Swingline Lender : Bank of America or an Affiliate of Bank of America.

U.S. Swingline Loan: any Borrowing of U.S. Base Rate Loans funded with U.S. Swingline Lender’s funds, until such Borrowing is settled among U.S. Lenders or repaid by U.S. Borrowers.

U.S. Swingline Sublimit : $25,000,000.

U.S. Tax Compliance Certificate : as defined in Section 5.9.2(b)(iii) .

U.S. Unused Line Fee Rate : a per annum rate equal to (a) at any time on or prior to April 1, 2014, 0.375% and (b) at all times thereafter, (i) 0.375%, if the average daily U.S. Revolver Usage was 50% or less of the U.S. Revolver Commitments during the preceding calendar month, or (ii) 0.250%, if the average daily U.S. Revolver Usage was more than 50% of the U.S. Revolver Commitments during the preceding calendar month.

Value : (a) for Inventory, its value determined on the basis of the lower of cost or market, calculated on a first-in, first out basis, and excluding any portion of cost attributable to intercompany profit among Borrowers and their Affiliates; and (b) for an Account, its face amount, net of any returns, rebates, discounts (calculated on the shortest terms), credits, allowances or Taxes (including sales, excise or other taxes) that have been or could be claimed by the Account Debtor or any other Person.

VAT :

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(a) any tax imposed in compliance with the Council Directive of 28 November 2006 or the common system of value added tax (EC Directive 2006/112); and

(b) any other tax of a similar nature, that is either (i) imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or (ii) imposed elsewhere.

VAT Recipient : as defined in Section 5.8.8(g)(ii) .

VAT Relevant Party : as defined in Section 5.8.8(g)(ii) .

VAT Supplier : as defined in Section 5.8.8(g)(ii) .

Voting Stock : with respect to any Person, Equity Interests of such Person entitling any holder thereof (whether at all times or only so long as no senior class of Equity Interest has voting power by reason of any contingency) (a) in the case of a corporation (or equivalent organization), to vote in the election of members of the board of directors (or the equivalent thereof) of such Person, (b) in the case of a limited liability company, to vote in the election of managers of such Person or to bind or otherwise act as member or agent for such Person, (c) in the case of a limited partnership, to vote on the admission of the general partner of such Person or to bind or otherwise act as agent for such Person or (d) in the case of a general partnership, to bind or otherwise act as agent for such Person.

1.2 Accounting Terms . Under the Loan Documents (except as otherwise specified therein), all accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Parent and its Subsidiaries delivered to Agent before the Closing Date and using the same inventory valuation method as used in such financial statements. In the event that any Accounting Changes shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then at the U.S. Borrower Agent’s or Agent’s request, Agent, the Lenders and Obligors shall enter into negotiations in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the financial condition of the Obligors shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Obligors, the Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. Any Accounting Change after the date hereof that would require operating leases to be treated as capital leases shall be disregarded for the purposes of determining Debt and any financial ratio. All accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared without giving effect to any election under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities , or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Debt of the Parent or any Subsidiary at “fair value”, as defined therein.

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1.3 Uniform Commercial Code/Australian PPSA . As used herein, the following terms are defined in accordance with the UCC in effect in the State of New York from time to time: “Chattel Paper,” “Commercial Tort Claim,” “Commodity Account,”“Equipment,” “Goods,” “Instrument,” “Investment Property,” “Letter-of-Credit Right” and “Supporting Obligation”; provided , that as such terms relate to any such Property of any Australian Domiciled Obligor, “Chattel Paper,” shall refer to chattel paper as that term is defined in the Australian PPSA, “Equipment” shall refer to “goods” (other than goods that are “consumer property” or “inventory”) as those terms are defined in the Australian PPSA, “Instrument” shall refer to “negotiable instrument” as that term is defined in the Australian PPSA and “Investment Property” shall refer to “investment instrument” and “intermediated security” as those terms are defined in the Australian PPSA to the extent applicable. In addition, other terms relating to Collateral used and not otherwise defined herein that are defined in the UCC and/or the Australian PPSA shall have the meanings set forth in the UCC and/or the Australian PPSA, as applicable and as the context requires.

1.4 Certain Matters of Construction . The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Any pronoun used shall be deemed to cover all genders. In the computation of periods of time from a specified date to a later specified date, “from” means “from and including,”and “to” and “until” each mean “to but excluding.” The terms “including” and “include” shall mean “including, without limitation”and, for purposes of each Loan Document, the parties agree that the rule of ejusdem generis shall not be applicable to limit any provision. Section titles appear as a matter of convenience only and shall not affect the interpretation of any Loan Document. All references to (a) laws include all related regulations, interpretations, supplements, amendments and successor provisions; (b) any document, instrument or agreement include any amendments, waivers and other modifications, extensions or renewals (to the extent permitted by the Loan Documents); (c) any section mean, unless the context otherwise requires, a section of this Agreement; (d) any exhibits or schedules mean, unless the context otherwise requires, exhibits and schedules attached hereto, which are hereby incorporated by reference; (e) any Person include successors and assigns; (f) unless otherwise specified, time of day mean time of day at Agent’s notice address under Section 14.3.1 ; or (g) discretion of Agent, Security Trustee, Issuing Bank or any Lender mean the sole and absolute discretion of such Person. All determinations (including calculations of Borrowing Base and financial covenants) made from time to time under the Loan Documents shall be made in light of the circumstances existing at such time. Borrowing Base calculations shall be consistent with historical methods of valuation and calculation, and otherwise satisfactory to Agent (and not necessarily calculated in accordance with GAAP). Borrowers shall have the burden of establishing any alleged negligence, misconduct or lack of good faith by Agent, Security Trustee, Issuing Bank or any Lender under any Loan Documents. No provision of any Loan Documents shall be construed against any party by reason of such party having, or being deemed to have, drafted the provision. Reference to an Obligor’s “knowledge” or similar concept means actual knowledge of a Senior Officer, or knowledge that a Senior Officer would have obtained if he or she had engaged in good faith and diligent performance of his or her duties, including reasonably specific inquiries of employees or agents and a good faith attempt to ascertain the matter.

1.5 Currency Equivalents .

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1.5.1 Calculations . All references in the Loan Documents to Loans, Letters of Credit, Obligations, Borrowing Base components and other amounts shall be denominated in Dollars, unless expressly provided otherwise. The Dollar Equivalent of any amounts denominated or reported under a Loan Document in a currency other than Dollars shall be determined by Agent on a daily basis based on the current Spot Rate. Borrowers shall report Value and other Borrowing Base components to Agent in the currency invoiced by Borrowers or shown in Borrowers’ financial records, and unless expressly provided otherwise, the Borrower Agents shall deliver financial statements and calculate financial covenants in Dollars. Notwithstanding anything herein to the contrary, if any Obligation is funded and expressly denominated in a currency other than Dollars, Obligors shall repay such Obligation in such other currency.

1.5.2 Judgments . If, for purposes of obtaining judgment in any court, it is necessary to convert a sum from the currency provided under a Loan Document (“ Agreement Currency ”) into another currency, the Spot Rate shall be used as the rate of exchange. Notwithstanding any judgment in a currency (“ Judgment Currency ”) other than the Agreement Currency, an Obligor shall discharge its obligation in respect of any sum due under a Loan Document only if, on the Business Day following receipt by Agent of payment in the Judgment Currency, Agent can use the amount paid to purchase the sum originally due in the Agreement Currency. If the purchased amount is less than the sum originally due, such Obligor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify Agent and Lenders against such loss. If the purchased amount is greater than the sum originally due, Agent shall return the excess amount to such Obligor (or to the Person legally entitled thereto).

SECTION 2. CREDIT FACILITIES

2.1 Revolver Commitment .

2.1.1 Loans .

(a) U.S. Loans to U.S. Borrowers . Each U.S. Lender agrees, severally on a Pro Rata basis up to its U.S. Revolver Commitment, on the terms set forth herein, to make U.S. Loans in Dollars (and, if available to all U.S. Lenders, in Euros) to U.S. Borrowers from time to time through the U.S. Revolver Commitment Termination Date. The U.S. Loans may be repaid and reborrowed as provided herein. In no event shall U.S. Lenders have any obligation to honor a request for a U.S. Loan if the U.S. Revolver Usage at such time plus the Dollar Equivalent of the requested U.S. Loan would exceed the U.S. Borrowing Base.

(b) Foreign Loans to Foreign Borrowers . Each Foreign Lender agrees, severally on a Pro Rata basis up to its Foreign Revolver Commitment, on the terms set forth herein, to make Foreign Loans in Dollars, Euros, Sterling and, with respect to Australian Borrowers only, Australian Dollars to Foreign Borrowers from time to time through the Foreign Revolver Commitment Termination Date. The Foreign Loans may be repaid and reborrowed as provided herein. In no event shall Foreign Lenders have any obligation to honor a request for a Foreign Loan if the Foreign Revolver Usage at such time plus the Dollar Equivalent of the requested Foreign Loan would exceed the Foreign Borrowing Base.

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(c) Cap on Total Revolver Usage . Notwithstanding anything to the contrary contained in this Section 2.1.1 , in no event shall any Borrower be entitled to receive a Loan if at the time of the proposed funding of such Loan (and after giving effect thereto and all pending requests for Loans), the Total Revolver Usage exceeds (or would exceed) the Commitments.

2.1.2 Notes . Loans and interest accruing thereon shall be evidenced by the records of Agent and the applicable Lender. At the request of a Lender, Borrowers within the Borrower Group to which such Lender has extended Commitments shall deliver promissory note(s) to such Lender in the amount of such Lender’s Borrower Group Commitment to such Borrower Group.

2.1.3 Use of Proceeds . The proceeds of Loans shall be used by Borrowers solely (a) to refinance existing Debt, including the Existing Credit Agreements; (b) to pay fees and transaction expenses associated with the closing of these credit facilities; (c) to pay Obligations in accordance with this Agreement; and (d) for lawful corporate purposes of Borrowers, including working capital. Borrowers shall not, directly or indirectly, use any Letter of Credit or the proceeds of any Loan, nor use, lend, contribute or otherwise make available any Letter of Credit or proceeds of any Loan to any Subsidiary, joint venture partner or other Person, (i) to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of issuance of the Letter of Credit or funding of the Loan, is the subject of Sanctions; or (ii) in any manner that will result in a violation of Sanctions by any Person (including any Secured Party or other individual or entity participating in the transaction).

2.1.4 Voluntary Reduction or Termination of Commitments .

(a) The U.S. Revolver Commitments shall terminate on the U.S. Revolver Commitment Termination Date and the Foreign Revolver Commitments shall terminate on the Foreign Revolver Commitment Termination Date, in each case, unless sooner terminated in accordance with this Agreement. Upon at least five Business Days prior written notice to Agent from the applicable Borrower Agent, (i) the U.S. Borrowers may, at their option, terminate the U.S. Revolver Commitments and/or (ii) the Foreign Borrowers may, at their option, terminate the Foreign Revolver Commitments. If the U.S. Borrowers elect to reduce to zero or terminate the U.S. Revolver Commitments pursuant to this Section, the Foreign Revolver Commitments shall automatically terminate concurrently with the termination of the U.S. Revolver Commitments. Any notice of termination given by a Borrower Agent shall specify the date of effectiveness of the termination and shall be irrevocable; provided that a notice of termination of the U.S. Revolver Commitments or the Foreign Revolver Commitments may state that such notice is conditioned upon the effectiveness of another credit facility or facilities as specified therein, in which case such notice may be revoked by the applicable Borrower Agent (by notice to Agent on or prior to the specified effective date) if such condition is not satisfied. On the U.S. Revolver Commitment Termination Date, the U.S. Domiciled Obligors shall make Full Payment of all U.S. Facility Obligations. On the Foreign Revolver Commitment Termination Date, the Foreign Domiciled Obligors shall make Full Payment of all Foreign Facility Obligations.

(b) U.S. Borrowers may permanently reduce the U.S. Revolver Commitments, on a ratable basis for all U.S. Lenders, and Foreign Borrowers may permanently reduce the Foreign Revolver Commitments, on a ratable basis for all Foreign Lenders, in each case, so long as (i) no

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Overadvance would result therefrom, (ii) no such permanent reduction of the U.S. Revolver Commitments would result in the Foreign Revolver Commitments exceeding 50% of the Commitments and (iii) Agent receives at least five Business Days prior written notice, which notice shall specify the date of effectiveness of the reduction and the amount of the reduction and shall be irrevocable once given. Each reduction shall be in a minimum amount of $5,000,000 or an increment of $1,000,000 in excess thereof.

2.1.5 Overadvances . If (i) the U.S. Revolver Usage exceeds the U.S. Borrowing Base (a “ U.S. Overadvance ”) or (ii) the Foreign Revolver Usage exceeds the Foreign Borrowing Base (a “ Foreign Overadvance ”) at any time, the excess amount shall be payable by the U.S. Borrowers or Foreign Borrowers, as applicable, on demand by Agent. Agent may require Applicable Lenders to honor requests for Overadvance Loans and to forbear from requiring the applicable Borrower(s) to cure an Overadvance, whether or not the conditions in Section 6.2 are satisfied, as long as (a) such Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans are required), (b) the aggregate amount of Overadvances existing at any time does not exceed seven and one-half percent (7.5%) of the Commitments then in effect and (c) the aggregate amount of the Overadvances existing at any time, together with the Protective Advances outstanding at any time pursuant to Section 2.1.6 below, do not exceed twelve and one-half percent (12.5%) of the Commitments then in effect. In no event shall Overadvance Loans be required that would cause (i) the Foreign Revolver Usage to exceed the aggregate Foreign Revolver Commitments or (ii) the U.S. Revolver Usage to exceed the aggregate U.S. Revolver Commitments. All Foreign Overadvance Loans shall constitute Foreign Facility Obligations secured by the Foreign Facility Collateral and shall be entitled to all benefits of the Loan Documents. All U.S. Overadvance Loans shall constitute U.S. Facility Obligations secured by the U.S. Facility Collateral and shall be entitled to all benefits of the Loan Documents. Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby. In no event shall any Borrower or other Obligor be deemed a beneficiary of this Section nor authorized to enforce any of its terms. Required Borrower Group Lenders may at any time revoke Agent’s authority to make further Overadvances to the Borrowers of the applicable Borrower Group by written notice to Agent.

2.1.6 Protective Advances . Agent shall be authorized, in its discretion, at any time that any conditions in Section 6.2 are not satisfied, to make U.S. Base Rate Loans to the U.S. Borrowers on behalf of the U.S. Lenders (“ U.S. Protective Advances ”) and Foreign Base Rate Loans to Foreign Borrowers on behalf of the Foreign Lenders (“ Foreign Protective Advances ”) (a) if Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectability or repayment of Obligations, as long as no U.S. Protective Advance shall cause the U.S. Revolver Usage to exceed the U.S. Revolver Commitments and no Foreign Protective Advance shall cause the Foreign Revolver Usage to exceed the Foreign Revolver Commitments; or (b) to pay any other amounts chargeable to Obligors under any Loan Documents, including interest, costs, fees and expenses. The aggregate amount of Protective Advances outstanding at any time pursuant to this Section 2.1.6 , together with the aggregate amount of Overadvances existing at any time pursuant to Section 2.1.5 above, shall not exceed twelve and one-half percent (12.5%) of the Commitments then in effect. Each Applicable Lender shall participate in each Protective

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Advance on a Pro Rata basis. Required Borrower Group Lenders may at any time revoke Agent’s authority to make further Protective Advances to the Borrowers of the applicable Borrower Group by written notice to Agent. Absent such revocation, Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive.

2.1.7 Increase in Commitments; FILO .

(a) U.S. Borrower Agent may request an increase in U.S. Revolver Commitments (a “ U.S. Revolver Commitment Increase ”) and Foreign Borrower Agent may request an increase in Foreign Revolver Commitments (a “ Foreign Revolver Commitment Increase ”, and together with a U.S. Revolver Commitment Increase, each, a “ Revolver Commitment Increase ”) from time to time upon notice to Agent as long as (i) the requested Revolver Commitment Increase is in a minimum amount of $25,000,000 and, except as provided in Section 2.1.7(b) , is offered on the same terms as the existing U.S. Revolver Commitments or Foreign Revolver Commitments, as applicable, except for any fees agreed to by the applicable Borrower Agent and the Persons providing the Revolver Commitment Increase, (ii) the Revolver Commitment Increases under this Section do not exceed $100,000,000 (the “ Incremental Facility Amount ”) in the aggregate, (iii) no Lender shall be obligated to increase its Commitment, (iv) no Default or Event of Default shall have occurred and be continuing both immediately before and after giving effect thereto, (v) the Revolver Commitment Increase will be allocated between the U.S. Revolver Commitments and the Foreign Revolver Commitments as designated by the applicable Borrower Agent and the Persons providing the Revolver Commitment Increase, subject to the consent of Agent and provided that the amount of the Foreign Revolver Commitments may not exceed the amount of the U.S. Revolver Commitments, (vi) the Borrowers shall deliver or cause to be delivered any officers’ certificates, board resolutions, legal opinions or other documents reasonably requested by Agent in connection with the Revolver Commitment Increase, (vii) the Borrowers within the applicable Borrower Group shall pay all of Agent’s out-of-pocket costs and expenses in connection with the Revolver Commitment Increase, any payments required pursuant to Section 3.9 in connection with the Revolver Commitment Increase and any upfront fees agreed to by the applicable Borrower Agent and the Persons providing the Revolver Commitment Increase and (viii) Agent shall have received certification from a Senior Officer of the Parent, or other evidence reasonably satisfactory to Agent, that such increase is permitted under any Permitted Term Debt and related intercreditor agreement and does not cause the aggregate Commitments to exceed 90% of any applicable cap thereunder. Provided the conditions set forth in Section 6.2 are satisfied, the applicable Commitments shall be increased by the requested amount on a date agreed upon by Agent and the applicable Borrower Agent, but no later than 45 days following the applicable Borrower Agent’s Revolver Commitment Increase request. Agent, the applicable Borrower Agent, Borrowers within the applicable Borrower Group, and new and existing Applicable Lenders shall execute and deliver such documents and agreements as Agent deems reasonably appropriate to evidence the Revolver Commitment Increase in and allocations of the applicable Commitments (including joinder agreements for any New Lenders). On the effective date of an increase, the applicable Revolver Usage and other exposures under the applicable Commitments shall be reallocated among Applicable Lenders, and settled by Agent if necessary, in accordance with Applicable Lenders’ adjusted shares of such Commitments.

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(b) Borrowers may, at their election, use up to $25,000,000 of the Incremental Facility Amount to implement a first in, last out term loan on terms and conditions agreed upon by Agent, participating Lenders and Borrowers, and such Persons may enter into an amendment to this Agreement in order to effectuate the foregoing.

2.1.8 Reallocation Mechanism .

(a) Subject to the terms and conditions of this Section 2.1.8 , the U.S. Borrower Agent may request that the Lenders to the Borrower Groups (and such Lenders in their individual sole discretion may agree to) change the then current allocation of each such Lender’s (and, if applicable, its Affiliate’s) Commitment among the Borrower Group Commitments in order to effect an increase or decrease in particular Borrower Group Commitments, with any such increase or decrease in a Borrower Group Commitment to be accompanied by a concurrent and equal decrease or increase, respectively, in the other Borrower Group Commitment (each, a “ Reallocation ”). In addition to the conditions set forth in Section 2.1.8(b) , any such Reallocation shall be subject to the following conditions: (i) the U.S. Borrower Agent shall have provided to Agent a written request (in reasonable detail) at least fifteen Business Days prior to the requested effective date therefor (which effective date must be a Business Day) (the “Reallocation Date ”) setting forth the proposed Reallocation Date and the amounts of the proposed Borrower Group Commitment reallocations to be effected, (ii) Agent shall have consented to such Reallocation, (iii) any such Reallocation shall increase or decrease the applicable Borrower Group Commitments in an amount equal to $10,000,000 and in increments of $1,000,000 in excess thereof, (iv) Agent shall have received Reallocation Consents from Lenders having applicable Borrower Group Commitments sufficient to effectuate such requested Reallocation, (v) no more than two (2) Reallocations may be requested in any Fiscal Year, (vi) no Default or Event of Default shall have occurred and be continuing either as of the date of such request or on the Reallocation Date (both immediately before and after giving effect to such Reallocation), (vii) any increase in a Borrower Group Commitment shall result in a dollar-for-dollar decrease in the other Borrower Group Commitment, (viii) in no event shall the sum of the reallocated Borrower Group Commitments exceed the aggregate amount of the Commitments then in effect, (ix) after giving effect to such Reallocation, no Overadvance would exist or would result therefrom, (x) such increase shall be permitted under any Permitted Term Debt, (xi) no more than 50% of the Commitments may be allocated to the Foreign Revolver Commitments, and (xii) at least three Business Days prior to the proposed Reallocation Date, a Senior Officer of the U.S. Borrower Agent shall have delivered to Agent a certificate certifying as to compliance with preceding clauses (vi) and (x) , which certificate shall be deemed recertified to Agent by a Senior Officer of the U.S. Borrower Agent on and as of the Reallocation Date.

(b) Agent shall promptly inform the Lenders of any request for a Reallocation. Each Lender electing to reallocate its Borrower Group Commitments shall notify Agent within five Business Days after its receipt of such notice of its election and the maximum amount of the respective Borrower Group Commitment reallocations to which it would agree (each, a “ Reallocation Consent ”), it being agreed that any such reallocation may be consummated, as to any Lender, by an Affiliate of such Lender providing a Borrower Group Commitment of the applicable class (whether or not such Affiliate already has a Borrower Group Commitment of such class) provided such Affiliate provides to Agent any documents requested by Agent in connection

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with its Borrower Group Commitment, each in form and substance reasonably satisfactory to Agent. Notwithstanding the foregoing, (i) no Lender shall be obligated to agree to any such Reallocation of its Commitment (and no consent by any Lender to any Reallocation on one occasion shall be deemed consent to any future Reallocation by such Lender), (ii) other than the Lenders consenting to such Reallocation and Agent’s consent, no consent of any other Lender shall be required, and (iii) the failure of any Lender to affirmatively consent to participate in any such Reallocation on or prior to the fifth Business Day after its receipt of notice thereof shall be deemed to constitute an election by such Lender not to participate in such Reallocation. If, at the end of such five Business Day period, Agent receives Reallocation Consents from Lenders in an aggregate amount greater than the required reallocation amounts, each such consenting Lender’s affected Borrower Group Commitments shall be increased or decreased on a pro rata basis based on the Borrower Group Commitments of the participating Lenders offered to be reallocated. If the conditions set forth in this Section, including, without limitation, the receipt of sufficient Reallocation Consents within the time period set forth above, are not satisfied on the applicable Reallocation Date (or, to the extent such conditions relate to an earlier date, such earlier date), Agent shall notify U.S. Borrower Agent in writing that the requested Reallocation will not be effectuated; provided that (A) Agent shall in all cases be entitled to rely (without liability) on the certificate delivered by U.S. Borrower Agent pursuant to Section 2.1.8(a)(xii) in making its determination as to the satisfaction of the conditions set forth in Section 2.1.8(a)(vi) and (x) and (B) if the proposed Reallocation cannot be effected because sufficient Reallocation Consents were not received, then U.S. Borrower Agent may elect to consummate such Reallocation in the lesser amount of the Reallocation Consents that were received. On each Reallocation Date, Agent shall notify the Lenders and U.S. Borrower Agent, on or before 3:00 p.m. by facsimile, e-mail or other electronic means, of the occurrence of the Reallocation to be effected on such Reallocation Date, the amount of the Loans held by each such Lender (or an Affiliate thereof) as a result thereof and the amount of the Borrower Group Commitments of each such Lender as a result thereof. To the extent necessary where a Lender in one Borrower Group and its separate affiliate that is a Lender in the other Borrower Group are participating in a Reallocation, the Reallocation among such Persons shall be deemed to have been consummated pursuant to an Assignment and Acceptance. The respective Pro Rata shares of the Lenders shall thereafter, to the extent applicable, be determined based on such reallocated amounts (subject to any subsequent changes thereto), and Agent and the affected Lenders shall make such adjustments as Agent shall deem reasonably necessary so that the outstanding Loans and LC Obligations of each Lender equals its Pro Rata share thereof after giving effect to the Reallocation.

2.1.9 Booking of Foreign Loans . Each Foreign Lender may, at its option, make any Foreign Loan available to any Foreign Borrower by causing any foreign or domestic branch or Affiliate of such Lender to make such Loan; provided, that (a) any exercise of such option shall not affect the obligation of such Foreign Borrower to repay such Loan in accordance with the terms of this Agreement and (b) for the avoidance of doubt, any such advance shall constitute a Foreign Loan and Obligations entitled to the benefits of the Loan Documents and the Collateral.

2.2 U.S. Letter of Credit Facility .

2.2.1 Issuance of U.S. Letters of Credit . U.S. Issuing Bank shall issue U.S. Letters of Credit for the account of any U.S. Domiciled Obligor or its Subsidiaries ( provided that each U.S.

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Domiciled Obligor agrees that it is jointly and severally liable with respect to, and guarantees payment under Section 5.10.1 with respect to, any U.S. Letter of Credit issued for the account of a Subsidiary that is not a U.S. Domiciled Obligor) from time to time until 30 days prior to the Maturity Date (or until the U.S. Revolver Commitment Termination Date, if earlier), on the terms set forth herein, including the following:

(a) Each U.S. Borrower acknowledges that U.S. Issuing Bank’s issuance of any U.S. Letter of Credit is conditioned upon U.S. Issuing Bank’s receipt of a U.S. LC Application with respect to the requested U.S. Letter of Credit, as well as such other instruments and agreements as U.S. Issuing Bank may customarily require for issuance of a letter of credit of similar type and amount. U.S. Issuing Bank shall have no obligation to issue any U.S. Letter of Credit unless (i) Agent and U.S. Issuing Bank receive a U.S. LC Request and U.S. LC Application at least three Business Days prior to the requested date of issuance; (ii) each U.S. LC Condition is satisfied; and (iii) if a Defaulting Lender that is a U.S. Lender exists, such Lender or U.S. Borrowers have entered into arrangements satisfactory to Agent and U.S. Issuing Bank to eliminate any Fronting Exposure associated with such U.S. Lender. If, in sufficient time to act, U.S. Issuing Bank receives written notice from Agent or Required Borrower Group Lenders that a U.S. LC Condition has not been satisfied, U.S. Issuing Bank shall not issue the requested U.S. Letter of Credit. Prior to receipt of any such notice, U.S. Issuing Bank shall not be deemed to have knowledge of any failure of U.S. LC Conditions. All Existing U.S. Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

(b) U.S. Letters of Credit may be requested by a U.S. Borrower or U.S. Borrower Agent to support obligations of the Parent and its Subsidiaries incurred in the Ordinary Course of Business, or as otherwise approved by Agent. Increase, renewal or extension of a U.S. Letter of Credit shall be treated as issuance of a new U.S. Letter of Credit, except that U.S. Issuing Bank may require a new U.S. LC Application in its discretion.

(c) U.S. Borrowers assume all risks of the acts, omissions or misuses of any U.S. Letter of Credit by the beneficiary. In connection with issuance of any U.S. Letter of Credit, none of Agent, U.S. Issuing Bank or any U.S. Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a U.S. Letter of Credit or Documents; any deviation from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and an Obligor; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the misapplication by a beneficiary of any U.S. Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of U.S. Issuing Bank, Agent or any U.S. Lender, including any act or omission of a Governmental Authority. The rights and remedies of U.S. Issuing Bank under the Loan Documents shall be cumulative. U.S. Issuing Bank shall be fully

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subrogated to the rights and remedies of each beneficiary whose claims are discharged with proceeds of any U.S. Letter of Credit issued by U.S. Issuing Bank.

(d) In connection with its administration of and enforcement of rights or remedies under any U.S. Letters of Credit or U.S. LC Documents, U.S. Issuing Bank shall be entitled to act, and shall be fully protected in acting, upon any certification, documentation or communication in whatever form believed by U.S. Issuing Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. U.S. Issuing Bank may consult with and employ legal counsel, accountants and other experts to advise it concerning its obligations, rights and remedies, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts. U.S. Issuing Bank may employ agents and attorneys-in-fact in connection with any matter relating to U.S. Letters of Credit or U.S. LC Documents, and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with reasonable care.

2.2.2 U.S. Letters of Credit Reimbursement; U.S. Letters of Credit Participations .

(a) If U.S. Issuing Bank honors any request for payment under a U.S. Letter of Credit, the U.S. Borrowers shall pay to U.S. Issuing Bank, within one Business Day of receipt of notice of such drawing (“ U.S. Reimbursement Date ”), the amount paid by U.S. Issuing Bank under such U.S. Letter of Credit, together with interest at the interest rate for U.S. Base Rate Loans from the draw date until payment by U.S. Borrowers. The obligation of U.S. Borrowers to reimburse U.S. Issuing Bank for any payment made under a U.S. Letter of Credit issued by U.S. Issuing Bank shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any U.S. Letter of Credit or the existence of any claim, setoff, defense or other right that U.S. Borrowers or Obligors may have at any time against the beneficiary. Whether or not U.S. Borrower Agent submits a Notice of U.S. Borrowing, U.S. Borrowers shall be deemed to have requested a Borrowing of U.S. Base Rate Loans in an amount necessary to pay all amounts due to a U.S. Issuing Bank on any U.S. Reimbursement Date and each U.S. Lender shall fund its Pro Rata share of such Borrowing whether or not the Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.

(b) Upon issuance of a U.S. Letter of Credit, each U.S. Lender shall be deemed to have irrevocably and unconditionally purchased from U.S. Issuing Bank, without recourse or warranty, an undivided Pro Rata participation in all U.S. LC Obligations relating to the U.S. Letter of Credit outstanding from time to time. U.S. Issuing Bank will issue any U.S. Letters of Credit in reliance upon this participation. If U.S. Borrowers do not make a payment to U.S. Issuing Bank when due hereunder, Agent shall promptly notify the U.S. Lenders and each U.S. Lender shall within one Business Day after such notice pay to Agent in Dollars, for the benefit of U.S. Issuing Bank, the U.S. Lender’s Pro Rata share of such payment. Upon request by a U.S. Lender, U.S. Issuing Bank shall provide copies of any U.S. Letters of Credit and U.S. LC Documents in its possession at such time.

(c) The obligation of each U.S. Lender to make payments to Agent for the account of U.S. Issuing Bank in connection with U.S. Issuing Bank’s payment under a U.S. Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, setoff, qualification

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or exception whatsoever, and shall be made in accordance with this Agreement under all circumstances, irrespective of any lack of validity or unenforceability of any Loan Documents; any draft, certificate or other document presented under a U.S. Letter of Credit having been determined to be forged, fraudulent, noncompliant, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; any waiver by U.S. Issuing Bank of a requirement that exists for its protection (and not a U.S. Borrower’s protection) or that does not materially prejudice a U.S. Borrower; any honor of an electronic demand for payment even if a draft is required; any payment of an item presented after a U.S. Letter of Credit’s expiration date if authorized by the UCC or applicable customs or practices; or any setoff or defense that an Obligor may have with respect to any Obligations. U.S. Issuing Bank assumes no responsibility for any failure or delay in performance or any breach by any U.S. Borrower or other Person of any obligations under any U.S. LC Documents. U.S. Issuing Bank makes to U.S. Lenders no express or implied warranty, representation or guaranty with respect to any U.S. Letter of Credit, Collateral, U.S. LC Document or any U.S. Domiciled Obligor. U.S. Issuing Bank shall not be responsible to any U.S. Lender for any recitals, statements, information, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability of any U.S. LC Documents; the validity, genuineness, enforceability, collectability, value or sufficiency of any U.S. Facility Collateral or the perfection of any Lien therein; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor.

(d) No U.S. Issuing Bank Indemnitee shall be liable to any U.S. Lender or other Person for any action taken or omitted to be taken in connection with any U.S. Letter of Credit or U.S. LC Document except as a result of its bad faith, gross negligence or willful misconduct. U.S. Issuing Bank may refrain from taking any action with respect to a U.S. Letter of Credit until it receives written instructions (and in its discretion, appropriate assurances) from the Required Borrower Group Lenders with respect to the U.S. Borrowers.

2.2.3 U.S. Letters of Credit Cash Collateral . Subject to Section 2.1.5 , if at any time (a) an Event of Default exists, (b) the U.S. Revolver Commitment Termination Date has occurred, or (c) the Maturity Date is scheduled to occur within 20 Business Days, then U.S. Borrowers shall, at U.S. Issuing Bank’s or Agent’s request, Cash Collateralize all outstanding U.S. Letters of Credit. U.S. Borrowers shall, at U.S. Issuing Bank’s or Agent’s request at any time, Cash Collateralize the Fronting Exposure of any Defaulting Lender that is a U.S. Lender. If U.S. Borrowers fail to provide any Cash Collateral as required hereunder, U.S. Lenders may (and shall upon direction of Agent) advance, as U.S. Loans, the amount of Cash Collateral required (whether or not the U.S. Revolver Commitments have terminated, an Overadvance exists or the conditions in Section 6 are satisfied).

2.3 Foreign Letter of Credit Facility .

2.3.1 Issuance of Foreign Letters of Credit . Foreign Issuing Bank shall issue Foreign Letters of Credit for the account of any Foreign Borrower from time to time until 30 days prior to the Maturity Date (or until the Foreign Revolver Commitment Termination Date, if earlier), on the terms set forth herein, including the following:

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(a) Foreign Borrowers acknowledge that Foreign Issuing Bank’s issuance of any Foreign Letter of Credit is conditioned upon Foreign Issuing Bank’s receipt of a Foreign LC Application with respect to the requested Foreign Letter of Credit, as well as such other instruments and agreements as Foreign Issuing Bank may customarily require for issuance of a letter of credit of similar type and amount. Foreign Issuing Bank shall not have any obligation to issue any Foreign Letter of Credit unless (i) Agent and Foreign Issuing Bank receive a Foreign LC Request and Foreign LC Application at least three Business Days prior to the requested date of issuance; (ii) each Foreign LC Condition is satisfied; and (iii) if a Defaulting Lender that is a Foreign Lender exists, such Lender or Foreign Borrowers have entered into arrangements satisfactory to Agent and Foreign Issuing Bank to eliminate any Fronting Exposure associated with such Foreign Lender. If, in sufficient time to act, Foreign Issuing Bank receives written notice from Agent or Required Borrower Group Lenders that a Foreign LC Condition has not been satisfied, Foreign Issuing Bank shall not issue the requested Foreign Letter of Credit. Prior to receipt of any such notice, Foreign Issuing Bank shall not be deemed to have knowledge of any failure of Foreign LC Conditions. All Existing Foreign Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

(b) Foreign Letters of Credit may be requested by Foreign Borrower Agent to support obligations of Foreign Domiciled Obligors incurred in the Ordinary Course of Business, or as otherwise approved by Agent. Increase, renewal or extension of a Foreign Letter of Credit shall be treated as issuance of a new Foreign Letter of Credit, except that Foreign Issuing Bank may require a new Foreign LC Application in its discretion.

(c) Foreign Borrowers assume all risks of the acts, omissions or misuses of any Foreign Letter of Credit by the beneficiary. In connection with issuance of any Foreign Letter of Credit, none of Agent, Foreign Issuing Bank or any Foreign Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a Foreign Letter of Credit or Documents; any deviation from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and an Obligor; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the misapplication by a beneficiary of any Foreign Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of Foreign Issuing Bank, Agent or any Foreign Lender, including any act or omission of a Governmental Authority. The rights and remedies of Foreign Issuing Bank under the Loan Documents shall be cumulative. Foreign Issuing Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims are discharged with proceeds of any Foreign Letter of Credit issued by Foreign Issuing Bank.

(d) In connection with its administration of and enforcement of rights or remedies under any Foreign Letters of Credit or Foreign LC Documents, Foreign Issuing Bank shall be entitled

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to act, and shall be fully protected in acting, upon any certification, documentation or communication in whatever form believed by Foreign Issuing Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. Foreign Issuing Bank may consult with and employ legal counsel, accountants and other experts to advise it concerning its obligations, rights and remedies, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts. Foreign Issuing Bank may employ agents and attorneys-in-fact in connection with any matter relating to Foreign Letters of Credit or Foreign LC Documents, and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with reasonable care.

2.3.2 Foreign Letters of Credit Reimbursement; Foreign Letters of Credit Participations .

(a) If Foreign Issuing Bank honors any request for payment under a Foreign Letter of Credit, Foreign Borrowers shall pay to Foreign Issuing Bank, within one Business Day of receipt of notice of such drawing (“ Foreign Reimbursement Date ”), the amount paid by Foreign Issuing Bank under such Foreign Letter of Credit, together with interest at the interest rate for Foreign Base Rate Loans, in each case, from the draw date until payment by Foreign Borrower. The obligation of Foreign Borrowers to reimburse Foreign Issuing Bank for any payment made under a Foreign Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Foreign Letter of Credit or the existence of any claim, setoff, defense or other right that any Foreign Domiciled Obligor or any other Obligor may have at any time against the beneficiary. Whether or not Foreign Borrower Agent submits a Notice of Foreign Borrowing, Foreign Borrowers shall be deemed to have requested a Borrowing of Foreign Base Rate Loans, as applicable, in an amount necessary to pay all amounts due to Foreign Issuing Bank in the currency in which the underlying Foreign Letter of Credit was issued on any Foreign Reimbursement Date and each Foreign Lender shall fund its Pro Rata share of such Borrowing whether or not the Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.

(b) Upon issuance of a Foreign Letter of Credit, each Foreign Lender shall be deemed to have irrevocably and unconditionally purchased from Foreign Issuing Bank, without recourse or warranty, an undivided Pro Rata participation in all Foreign LC Obligations relating to the Foreign Letter of Credit outstanding from time to time. Foreign Issuing Bank will issue any Foreign Letters of Credit in reliance upon this participation. If Foreign Borrowers do not make a payment to Foreign Issuing Bank when due hereunder, Agent shall promptly notify the Foreign Lenders and each Foreign Lender shall within one Business Day after such notice pay to Agent, for the benefit of Foreign Issuing Bank, the Foreign Lender’s Pro Rata share of such payment. Upon request by a Foreign Lender, Foreign Issuing Bank shall provide copies of Foreign Letters of Credit and Foreign LC Documents in its possession at such time.

(c) The obligation of each Foreign Lender to make payments to Agent for the account of Foreign Issuing Bank in connection with Foreign Issuing Bank’s payment under a Foreign Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, setoff, qualification or exception whatsoever, and shall be made in accordance with this Agreement

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under all circumstances, irrespective of any lack of validity or unenforceability of any Loan Documents; any draft, certificate or other document presented under a Foreign Letter of Credit having been determined to be forged, fraudulent, noncompliant, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; any waiver by Foreign Issuing Bank of a requirement that exists for its protection (and not Foreign Borrowers’ protection) or that does not materially prejudice Foreign Borrowers; any honor of an electronic demand for payment even if a draft is required; any payment of an item presented after a Foreign Letter of Credit’s expiration date if authorized by the UCC or applicable customs or practices; or any setoff or defense that an Obligor may have with respect to any Obligations. Foreign Issuing Bank assumes no responsibility for any failure or delay in performance or any breach by Foreign Borrowers or other Person of any obligations under any Foreign LC Documents. Foreign Issuing Bank makes to Foreign Lenders no express or implied warranty, representation or guaranty with respect to any Foreign Letter of Credit, Collateral, Foreign LC Document or Obligor. Foreign Issuing Bank shall not be responsible to any Foreign Lender for any recitals, statements, information, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability of any Foreign LC Documents; the validity, genuineness, enforceability, collectability, value or sufficiency of any Collateral or the perfection of any Lien therein; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor.

(d) No Foreign Issuing Bank Indemnitee shall be liable to any Foreign Lender or other Person for any action taken or omitted to be taken in connection with any Foreign Letter of Credit or Foreign LC Document except as a result of its gross negligence or willful misconduct. Foreign Issuing Bank may refrain from taking any action with respect to a Foreign Letter of Credit until it receives written instructions (and in its discretion, appropriate assurances) from the Required Borrower Group Lenders with respect to the Foreign Borrowers.

2.3.3 Foreign Letters of Credit Cash Collateral . Subject to Section 2.1.5 , if at any time (a) an Event of Default exists, (b) the Foreign Revolver Commitment Termination Date has occurred, or (c) the Maturity Date is scheduled to occur within 20 Business Days, then Foreign Borrowers shall, at Foreign Issuing Bank’s or Agent’s request, Cash Collateralize all outstanding Foreign Letters of Credit. Foreign Borrowers shall, at Foreign Issuing Bank’s or Agent’s request at any time, Cash Collateralize the Fronting Exposure of any Defaulting Lender that is a Foreign Lender. If Foreign Borrowers fail to provide any Cash Collateral as required hereunder, Foreign Lenders may (and shall upon direction of Agent) advance, as Foreign Loans, the amount of Cash Collateral required (whether or not the Commitments have terminated, an Overadvance exists or the conditions in Section 6 are satisfied).

2.4 Resignation of Issuing Bank . Any Issuing Bank may resign at any time upon notice to Agent and the applicable Borrower Agent. From the effective date of such resignation, such Issuing Bank shall have no obligation to issue, amend, renew, extend or otherwise modify any Letter of Credit, but shall continue to have all rights and other obligations of an Issuing Bank hereunder relating to any Letter of Credit issued by it prior to such date. Agent shall promptly appoint a replacement Issuing Bank, which, as long as no Default or Event of Default exists, shall be reasonably acceptable to the applicable Borrower Agent.

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2.5 Interest Rate Fluctuations . If as a result of fluctuations in exchange rates or otherwise the Foreign LC Obligations exceed the Foreign Letter of Credit Sublimit, Foreign Borrowers shall Cash Collateralize the Foreign Letters of Credit to the extent necessary to eliminate such excess amount within three Business Days following demand by Agent.

SECTION 3. INTEREST, FEES AND CHARGES

3.1 Interest .

3.1.1 Rates and Payment of Interest .

(a) The Obligations shall bear interest (i) if a U.S. Base Rate Loan, at the U.S. Base Rate in effect from time to time, plus the Applicable Margin; (ii) if a LIBOR Loan, at LIBOR for the applicable Interest Period, plus the Applicable Margin; (iii) if a Foreign Base Rate Loan, at the Foreign Base Rate in effect from time to time, plus the Applicable Margin; (iv) if an Australian Bank Bill Rate Loan, at the Australian Bank Bill Rate in effect from time to time, plus the Applicable Margin; (v) if any other U.S. Facility Obligation (except as provided in Section 3.2.2(a) but including, to the extent permitted by law, interest not paid when due), at the U.S. Base Rate in effect from time to time, plus the Applicable Margin for U.S. Base Rate Loans; and (vi) if any other Foreign Facility Obligation (except as provided in Section 3.2.2(b) but including, to the extent permitted by law, interest not paid when due), at the Foreign Base Rate in effect from time to time, plus the Applicable Margin for Foreign Base Rate Loans. Interest on the Loans shall be payable in the currency (i.e., Dollars, Euros, Australian Dollars or Sterling, as the case may be) of the underlying Loan.

(b) During any Event of Default under Section 11.1(a) or 11.1(h) , or during any other Event of Default if Agent or Required Lenders in their discretion so elect after written notice to Borrowers Agents, the Obligations shall bear interest at the Default Rate (whether before or after any judgment). Each Borrower acknowledges that the cost and expense to Agent and Lenders due to an Event of Default are difficult to ascertain and that the Default Rate is fair and reasonable compensation for this.

(c) Interest shall accrue from the date a Loan is advanced or Obligation is incurred or payable, until paid in full by the applicable Borrowers. If a Loan is repaid on the same day made, one day’s interest shall accrue. Interest accrued on the Loans shall be due and payable in arrears, (i) for any Base Rate Loan, on the first day of each month; (ii) for any Australian Bank Bill Rate Loan or LIBOR Loan, on the last day of its Interest Period; and (iii) on any date of prepayment, with respect to the principal amount of Loans being prepaid. In addition, interest accrued on the Foreign Loans shall be due and payable on the Foreign Revolver Commitment Termination Date, and interest accrued on the U.S. Loans shall be due and payable on the U.S. Revolver Commitment Termination Date. Interest accrued on any other Obligations shall be due and payable as provided in the Loan Documents and, if no payment date is specified, shall be due and payable on demand . Notwithstanding the foregoing, interest accrued at the Default Rate shall be due and payable on demand .

3.1.2 Application of LIBOR to Outstanding Loans .

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(a) The U.S. Borrower Agent may on any Business Day, subject to delivery of a Notice of U.S. Conversion/Continuation, elect to convert any portion of the U.S. Base Rate Loans to, or to continue any U.S. Loan that is a LIBOR Loan at the end of its Interest Period as a LIBOR Loan. The Foreign Borrower Agent may on any Business Day, subject to delivery of a Notice of Foreign Conversion/Continuation, elect to continue any Foreign Loan that is a LIBOR Loan at the end of its Interest Period as a LIBOR Loan. During any Default or Event of Default, Agent may (and shall at the direction of Required Borrower Group Lenders of the applicable Borrower Group) declare that no Loan may be made, converted or continued as a LIBOR Loan.

(b) Whenever Borrowers within a Borrower Group desire to convert or continue Loans as LIBOR Loans, the applicable Borrower Agent shall give Agent and in the case of any such request by Foreign Borrowers, Bank of America (London), a Notice of Conversion/Continuation, no later than 12:00 p.m. (Local Time) at least three Business Days before the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall notify each Applicable Lender thereof. Except as provided for in Section 3.6 , each Notice of Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be 30 days if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Loans, Borrower Agent shall have failed to deliver a Notice of Conversion/Continuation, the applicable Borrowers shall be deemed to have elected to convert such Loans into U.S. Base Rate Loans (if owing by the U.S. Borrowers in Dollars) or LIBOR Loans with a 30 day Interest Period in all other cases.

3.1.3 Application of Australian Bank Bill Rate to Outstanding Loans .

(c) The Foreign Borrower Agent may on any Business Day, subject to delivery of a Notice of Foreign Conversion/Continuation, elect to continue any Australian Bank Bill Rate Loan at the end of its Interest Period as an Australian Bank Bill Rate Loan. During any Default or Event of Default, Agent may (and shall at the direction of Required Borrower Group Lenders of the applicable Borrower Group) declare that no Loan may be made or continued as an Australian Bank Bill Rate Loan.

(d) Whenever Foreign Borrowers desire to continue Loans as Australian Bank Bill Rate Loans, the Foreign Borrower Agent shall give Agent, Bank of America (Australia) and Bank of America (London), a Notice of Foreign Conversion/Continuation, no later than 12:00 p.m. (Local Time) at least three Business Days before the requested continuation date. Promptly after receiving any such notice, Agent shall notify each Foreign Lender thereof. Except as provided for in Section 3.6 , each Notice of Foreign Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be continued and the continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be 30 days if not specified). If, upon the expiration of any Interest Period in respect of any Australian Bank Bill Rate Loans, Foreign Borrower Agent shall have failed to deliver a Notice of Foreign Conversion/Continuation, the applicable Foreign Borrowers shall be deemed to have elected to continue such Loans into Australian Bank Bill Rate Loans with a 30 day Interest Period.

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3.1.4 Interest Periods . In connection with the making, conversion or continuation of any Australian Bank Bill Rate Loans or LIBOR Loans, the applicable Borrower Agent, on behalf of the applicable Borrower(s), shall select an interest period (“Interest Period ”) to apply, which interest period shall be 7 (other than for Australian Bank Bill Rate Loans), 30, 60, 90 or, if available to all Lenders, 180 days; provided , however , that:

(a) the Interest Period shall begin on the date the Loan is made or continued as, or converted into, an Australian Bank Bill Rate Loan or a LIBOR Loan, as applicable, and shall expire on the numerically corresponding day in the calendar month at its end;

(b) if any Interest Period begins on a day for which there is no corresponding day in the calendar month at its end or if such corresponding day falls after the last Business Day of such month, then the Interest Period shall expire on the last Business Day of such month; and if any Interest Period would otherwise expire on a day that is not a Business Day, the period shall expire on the next Business Day; and

(c) no Interest Period shall extend beyond the Maturity Date (or, if earlier in the case of any U.S. Loan, the U.S. Revolver Commitment Termination Date, or, if earlier in the case of any Foreign Loan, the Foreign Revolver Commitment Termination Date).

3.1.5 Interest Rate Not Ascertainable . If, due to any circumstance affecting the London interbank market, Agent determines that adequate and fair means do not exist for ascertaining LIBOR on any applicable date or any Interest Period is not available on the basis provided herein, then Agent shall immediately notify Borrower Agents of such determination. Until Agent notifies Borrower Agents that such circumstance no longer exists, the obligation of Lenders to make affected LIBOR Loans shall be suspended and no further Loans may be converted into or continued as such LIBOR Loans (in which case the affected LIBOR Loans of Foreign Borrowers or affected LIBOR Loans of the U.S. Borrowers denominated in Euros shall be repaid at the end of the applicable Interest Period). If, due to any circumstance affecting the Australian market, Agent determines that adequate and fair means do not exist for ascertaining the Australian Bank Bill Rate on any applicable date or any Interest Period is not available on the basis provided herein, then Agent shall immediately notify Foreign Borrower Agent of such determination. Until Agent notifies Foreign Borrower Agent that such circumstance no longer exists, the obligation of Foreign Lenders to make affected Australian Bank Bill Rate Loans shall be suspended and no further Loans may be converted into or continued as such Australian Bank Bill Rate Loans (in which case the affected Australian Bank Bill Rate Loans shall be repaid).

3.2 Fees .

3.2.1 Unused Line Fee .

(a) U.S. Borrowers shall pay to Agent, for the Pro Rata benefit of U.S. Lenders, a fee equal to the U.S. Unused Line Fee Rate times the amount by which the U.S. Revolver Commitments exceed the average daily U.S. Revolver Usage during any month. Such fee shall be payable in arrears, on the first day of each month and on the U.S. Revolver Commitment Termination Date.

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(b) Foreign Borrowers shall pay to Agent, for the Pro Rata benefit of Foreign Lenders, a fee equal to the Foreign Unused Line Fee Rate times the amount by which the Foreign Revolver Commitments exceed the average daily Foreign Revolver Usage during any month. Such fee shall be payable in arrears, on the first day of each month and on the Foreign Revolver Commitment Termination Date.

3.2.2 LC Facility Fees .

(a) U.S. Borrowers shall pay (i) to Agent, for the Pro Rata benefit of U.S. Lenders, a fee equal to the Applicable Margin in effect for LIBOR Loans times the average daily Stated Amount of U.S. Letters of Credit, which fee shall be payable monthly in arrears, on the first day of each month; (ii) to each U.S. Issuing Bank, for its own account, a fronting fee equal to 0.125% per annum on the Stated Amount of each U.S. Letter of Credit issued by such U.S. Issuing Bank, which fee shall be payable monthly in arrears, on the first day of each month; and (iii) to each U.S. Issuing Bank, for its own account, all customary charges associated with the issuance, amending, negotiating, payment, processing, transfer and administration of U.S. Letters of Credit issued by such U.S. Issuing Bank, which charges shall be paid as and when incurred. If during an Event of Default the Default Rate applies to U.S. Loans, the fee payable under clause (i) shall be increased by 2% per annum.

(b) Foreign Borrowers shall pay (i) to Agent, for the Pro Rata benefit of Foreign Lenders, a fee equal to the Applicable Margin in effect for LIBOR Loans times the average daily Stated Amount of Foreign Letters of Credit, which fee shall be payable monthly in arrears, on the first day of each month; (i) to Foreign Issuing Bank, for its own account, a fronting fee equal to 0.125% per annum on the Stated Amount of each Foreign Letter of Credit, which fee shall be payable monthly in arrears, on the first day of each month; and (iii) to Foreign Issuing Bank, for its own account, all customary charges associated with the issuance, amending, negotiating, payment, processing, transfer and administration of Foreign Letters of Credit, which charges shall be paid as and when incurred. If during an Event of Default the Default Rate applies to Foreign Loans, the fee payable under clause (i) shall be increased by 2% per annum.

3.2.3 Fee Letters . Borrowers shall pay all fees set forth in the Fee Letters.

3.3 Computation of Interest, Fees, Yield Protection . All interest, as well as fees and other charges calculated on a per annum basis, shall be computed for the actual days elapsed, based on a year of 360 days, provided that in the case of interest on Loans computed by reference to the U.S. Base Rate at times when the U.S. Base Rate is based on the Prime Rate, interest will be determined on the basis of a year of 365 days (or 366 days in a leap year). Each determination by Agent of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest error. All fees shall be fully earned when due and shall not be subject to rebate, refund or proration. All fees payable under Section 3.2 are compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money. A certificate as to amounts payable by Borrowers under Section 3.4 , 3.6 , 3.7 , 3.9 or 5.8 , submitted to a Borrower Agent by Agent or the affected Lender shall be final, conclusive and binding for all purposes, absent manifest error, and Borrowers shall pay such amounts to the appropriate party within 10 days following receipt of the certificate.

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3.4 Reimbursement Obligations . Borrowers shall pay all Extraordinary Expenses promptly upon request. Borrowers shall also reimburse Agent and Security Trustee for all reasonable legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b) , each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. If, for any reason (including inaccurate reporting in any Borrower Materials), it is determined that a higher Applicable Margin should have applied to a period than was actually applied, then the proper margin shall be applied retroactively and Borrowers shall immediately pay to Agent, for the ratable benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrowers under this Section shall be due on demand .

3.5 Illegality . If any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Australian Bank Bill Rate Loans or LIBOR Loans, or to determine or charge interest rates based upon the Australian Bank Bill Rate or LIBOR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits, in the London interbank market or Australian Dollars, then, on notice thereof by such Lender to Agent, any obligation of such Lender to make or continue LIBOR Loans or to convert Base Rate Loans to LIBOR Loans or to make or continue Australian Bank Bill Rate Loans shall be suspended until such Lender notifies Agent that the circumstances giving rise to such determination no longer exist. Upon delivery of such notice, (a) U.S. Borrowers shall, in the case of all U.S. Loans bearing interest based on LIBOR and denominated in Dollars, prepay or, if applicable, convert all such LIBOR Loans of such Lender to U.S. Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR Loans, (b) U.S. Borrowers shall, in the case of all U.S. Loans bearing interest based on LIBOR and denominated in Euros, prepay all such LIBOR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR Loans, (c) Foreign Borrowers shall, in the case of all Foreign Loans bearing interest based on LIBOR, prepay all such LIBOR Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR Loans and (d) Foreign Borrowers shall, in the case of all Australian Bank Bill Rate Loans, prepay all such Australian Bank Bill Rate Loans either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Australian Bank Bill Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Australian Bank Bill Rate Loans. Upon any such prepayment or conversion, Borrowers shall also pay accrued interest on the amount so prepaid or converted.

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3.6 Inability to Determine Rates . Agent will promptly notify Borrower Agents and Lenders if, in connection with a Borrowing of, conversion to or continuation of a LIBOR Loan or an Australian Bank Bill Rate Loan, (a) Agent determines that (i) deposits are not being offered to (A) with respect to LIBOR, banks in the London interbank market for the applicable Loan amount or Interest Period or (B) with respect to the Australian Bank Bill Rate, Persons in Australia for the applicable Loan amount or Interest Period, or (ii) adequate and reasonable means do not exist for determining the Australian Bank Bill Rate or LIBOR for the applicable Interest Period; or (b) Required Lenders determine for any reason that the Australian Bank Bill Rate or LIBOR for the applicable Interest Period does not adequately and fairly reflect the cost to Lenders of funding the Loan. Thereafter, the obligation of Lenders to make or maintain Australian Bank Bill Rate Loans or LIBOR Loans, as applicable, shall be suspended to the extent of the affected Loan or Interest Period until Agent (upon instruction by Required Lenders) revokes the notice. Upon receipt of such notice, (a) U.S. Borrower Agent may revoke any pending request for a Borrowing, conversion or continuation of a U.S. Loan bearing interest based on LIBOR and denominated in Dollars or, failing that, will be deemed to have submitted a request for a U.S. Base Rate Loan, (b) U.S. Borrower Agent shall revoke any pending request for a Borrowing, conversion or continuation of a U.S. Loan bearing interest based on LIBOR and denominated in Euros and (c) Foreign Borrower Agent shall revoke any pending request for a Borrowing, conversion or continuation of a Foreign Loan bearing interest based on the Australian Bank Bill Rate or LIBOR, as applicable.

3.7 Increased Costs; Capital Adequacy .

3.7.1 Increased Costs Generally . If any Change in Law shall:

(a) impose, modify or deem applicable any reserve, liquidity, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any such reserve requirement that is already reflected in the Australian Bank Bill Rate or LIBOR) or Issuing Bank;

(b) subject any Recipient to Taxes (other than (i) Indemnified Taxes, including, for the avoidance of doubt, Taxes indemnified pursuant to Sections 5.8.7 , 5.8.8 and 5.8.9 , (ii) Taxes described in clauses (b) , (c) or (d) of the definition of Excluded Taxes, (iii) Connection Income Taxes or (iv) with respect to the Foreign Loans, any Taxes explicitly excluded from the gross-up or indemnity provisions of Sections 5.8.7 , 5.8.8 and 5.8.9 ) with respect to any Loan, Letter of Credit, Commitment or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(c) impose on any Lender, Issuing Bank or interbank market any other condition, cost or expense (other than Taxes) affecting any Loan, Letter of Credit, participation in LC Obligations, Commitment or Loan Document;

and the result thereof shall be to increase the cost to a Lender of making or maintaining any Loan or Commitment, or converting to or continuing any interest option for a Loan, or to increase the cost to a Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by a Lender or Issuing Bank hereunder (whether of

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principal, interest or any other amount) then, upon request of such Lender or Issuing Bank, the Borrower Group to which such Lender or Issuing Bank has a Commitment will pay to such Lender or Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or Issuing Bank, as applicable, for such additional costs incurred or reduction suffered.

3.7.2 Capital Requirements . If a Lender or Issuing Bank determines that a Change in Law affecting such Lender or Issuing Bank or any Lending Office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s, Issuing Bank’s or holding company’s capital as a consequence of this Agreement, or such Lender’s or Issuing Bank’s Commitments, Loans, Letters of Credit or participations in LC Obligations or Loans, to a level below that which such Lender, Issuing Bank or holding company could have achieved but for such Change in Law (taking into consideration its policies with respect to capital adequacy), then from time to time the Borrower Group to which such Lender or Issuing Bank has a Commitment shall pay to such Lender or Issuing Bank, as the case may be, such additional amounts as will compensate it or its holding company for the reduction suffered.

3.7.3 Additional Reserve Costs .

(a) If any Lender is required by the Federal Reserve System or other authority to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits, Borrowers shall pay additional interest to such Lender on each LIBOR Loan equal to the costs of such reserves allocated to the Loan by the Lender (as determined by it in good faith, which determination shall be conclusive). The additional interest shall be due and payable on each interest payment date for the Loan; provided , however , that if the Lender notifies Borrowers (with a copy to Agent) of the additional interest less than 10 days prior to the interest payment date, then the additional interest shall be payable 10 days after Borrowers' receipt of the notice. If and so long as any Lender is required by the Bank of England, the European Central Bank or the Financial Conduct Authority or any other monetary or other authority of the UK to make special deposits, to maintain reserve asset ratios or to pay fees, in each case in respect of such Lender’s LIBOR Loans, such Lender may require the Borrower in respect of such Loans to pay, contemporaneously with each payment of interest on each of such Loans, additional interest on such Loan at a rate per annum equal to the Mandatory Costs Rate calculated in accordance with the formula and in the manner set forth in Schedule 3.7 .

(b) Any additional cost owed pursuant to Section 3.7.3(a) above shall be payable to the Agent by the applicable Borrower for the account of such Lender on each date on which interest is payable for such Loan.

3.7.4 Compensation . Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 3.7 shall not constitute a waiver of its right to demand such compensation, but Borrowers of a Borrower Group shall not be required to compensate a Lender to such Borrower Group or Issuing Bank for any increased costs or reductions suffered more than nine months (plus any period of retroactivity of the Change in Law giving rise to the demand) prior to the date that the Lender or Issuing Bank notifies a Borrower Agent of the Change

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in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor.

3.8 Mitigation . If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7 , or if Borrowers are required to pay any Indemnified Taxes or additional amounts with respect to a Lender under Section 5.8 , then at the request of the applicable Borrower Agent, such Lender shall use reasonable efforts to designate a different Lending Office or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to it or unlawful. Borrowers of the affected Borrower Group shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

3.9 Funding Losses . If for any reason (a) any Borrowing of, or conversion to or continuation of, an Australian Bank Bill Rate Loan or a LIBOR Loan does not occur on the date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether or not withdrawn), (b) any repayment or conversion of an Australian Bank Bill Rate Loan or a LIBOR Loan occurs on a day other than the end of its Interest Period, (c) Borrowers fail to repay an Australian Bank Bill Rate Loan or a LIBOR Loan when required hereunder, or (d) a Lender (other than a Defaulting Lender) is required to assign an Australian Bank Bill Rate Loan or a LIBOR Loan prior to the end of its Interest Period pursuant to Section 13.4 , then Borrowers within the applicable Borrower Group shall pay to Agent its customary administrative charge and to each Lender all resulting losses and expenses, including loss of anticipated profits and any loss, expense or fee arising from redeployment of funds or termination of match funding. For purposes of calculating amounts payable under this Section, each Lender shall be deemed to have funded an Australian Bank Bill Rate Loan or a LIBOR Loan, as applicable, by a matching deposit or other borrowing in the applicable market for a comparable amount and period, whether or not the Loan was in fact so funded.

3.10 Maximum Interest . Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (“ Maximum Rate ”). If Agent or any Lender shall receive interest in an amount that exceeds the maximum rate, the excess interest shall be applied to the principal of the Obligations of the Borrower Group to which such excess interest relates or, if it exceeds such unpaid principal, refunded to such Borrower Group. In determining whether the interest contracted for, charged or received by Agent or a Lender exceeds the maximum rate, such Person may, to the extent permitted by Applicable Law, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

SECTION 4. LOAN ADMINISTRATION

4.1 Manner of Borrowing and Funding Loans .

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4.1.1 Notice of Borrowing . (a) U.S. Loans . Whenever any U.S. Borrower desires funding of a Borrowing of U.S. Loans, U.S. Borrower Agent

shall give Agent a Notice of U.S. Borrowing. Such notice must be received by Agent by 12:00 p.m. (Local Time) (i) on the requested funding date, in the case of U.S. Base Rate Loans and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received after such time shall be deemed received on the next Business Day. Each Notice of U.S. Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a U.S. Base Rate Loan, in the case of a Borrowing by a U.S. Borrower in Dollars, or a LIBOR Loan, (D) in the case of a LIBOR Loan, the applicable Interest Period (which shall be deemed to be 30 days if not specified), and (E) whether such Loan is to be denominated in Dollars or Euros (which in the case of Euros must be approved by all U.S. Lenders). Borrowings by the U.S. Borrowers in currencies other than Dollars shall only be available on a LIBOR basis.

(b) Foreign Loans . Whenever any Foreign Borrower desires funding of a Borrowing of Foreign Loans, the Foreign

Borrower Agent shall give Agent a Notice of Foreign Borrowing. Such notice must be received by Agent and Bank of America (London) and, with respect to any Australian Loan, Bank of America (Australia), by 11:00 a.m. (Local Time) (i) on the requested funding date, in the case of Foreign Base Rate Loans (other than any Foreign Base Rate Loans that are Australian Loans), (ii) at least one Business Day prior to the requested funding date, in the case of any Foreign Base Rate Loans that are Australian Loans, and (iii) at least three Business Days prior to the requested funding date, in the case of Australian Bank Bill Rate Loans and LIBOR Loans. Notices received after such time shall be deemed received on the next Business Day. Each Notice of Foreign Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as a Foreign Base Rate Loan, an Australian Bank Bill Rate Loan or a LIBOR Loan, (D) in the case of Australian Bank Bill Rate Loans and LIBOR Loans, the applicable Interest Period (which shall be deemed to be 30 days if not specified), (E) the name of the relevant Foreign Borrower and (F) whether such Loan is to be denominated in Dollars, Euros, Australian Dollars or Sterling. Notwithstanding the foregoing, Foreign Base Rate Loans will only be available as Foreign Swingline Loans subject to the terms of Section 4.1.3 .

(c) Unless payment is otherwise timely made by the Borrowers within a Borrower Group, the becoming due of any Obligations of the Borrower Group to which such Borrower belongs (whether principal, interest, fees or other charges, including Extraordinary Expenses, Foreign LC Obligations, U.S. LC Obligations, Cash Collateral and Secured Bank Product Obligations) shall be deemed to be a request for a Loan by the related Borrower Group on the due date, in the amount due and shall bear interest at the per annum rate applicable hereunder to U.S. Base Rate Loans, in the case of such Obligations owing by any U.S. Domiciled Obligor, or to Foreign Base Rate Loans, in the case of such Obligations owing by a Foreign Domiciled Obligor. The proceeds of such Loan shall be disbursed as direct payment of the relevant Obligation. In addition, Agent may, at its option, charge such amount against any operating, investment or other account of a Borrower within the applicable Borrower Group maintained with Agent or any of its Affiliates.

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(d) If a Borrower within a Borrower Group maintains a disbursement account with Agent or any of its Affiliates, then presentation for payment in the account of a Payment Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Loan by such Borrower Group on the presentation date, in the amount of the Payment Item. Proceeds of the Loan may be disbursed directly to the disbursement account.

4.1.2 Fundings by Lenders . Each Applicable Lender shall timely honor its Borrower Group Commitment by funding its Pro Rata share of each Borrowing of Loans under such Borrower Group Commitment that is properly requested hereunder. Except for Borrowings to be made as Swingline Loans, Agent shall endeavor to notify the Applicable Lenders of each Notice of Borrowing (or deemed request for a Borrowing) by 1:00 p.m. (Local Time) on the proposed funding date for a Base Rate Loan or by 3:00 p.m. (Local Time) at least three Business Days before a proposed funding of an Australian Bank Bill Rate Loan or a LIBOR Loan. Each Applicable Lender shall fund its Pro Rata share of a Borrowing to the account specified by Agent in immediately available funds not later than 3:00 p.m. (Local Time) on the requested funding date, unless Agent’s notice is received after the times provided above, in which case each Applicable Lender shall fund its Pro Rata share by 11:00 a.m. (Local Time) on the next Business Day. Subject to its receipt of such amounts from the Applicable Lenders, Agent shall disburse the Borrowing proceeds as directed by the applicable Borrower Agent. Unless Agent shall have received (in sufficient time to act) written notice from an Applicable Lender that it does not intend to fund its Pro Rata share of a Borrowing, Agent may assume that such Applicable Lender has deposited or promptly will deposit its share with Agent, and Agent may disburse a corresponding amount to the Borrower or Borrowers within such Borrower Group. If an Applicable Lender’s share of a Borrowing or of a settlement under Section 4.1.3(b) is not received by Agent, then the Borrower or Borrowers within the Borrower Group agree to repay to Agent on demand the amount of such share, together with interest thereon from the date disbursed until repaid, at the rate applicable to the Borrowing.

4.1.3 Swingline Loans; Settlement .

(a) (i) To fulfill any request for a Foreign Base Rate Loan hereunder, Foreign Swingline Lender may in its discretion advance Foreign Swingline Loans to the requesting Foreign Borrower up to an aggregate outstanding amount not to exceed the Foreign Swingline Sublimit and (ii) to fulfill any request for a U.S. Base Rate Loan hereunder, U.S. Swingline Lender may in its discretion advance U.S. Swingline Loans to the requesting U.S. Borrower up to an aggregate outstanding amount not to exceed the U.S. Swingline Sublimit. Swingline Loans shall constitute Loans for all purposes, except that payments thereon shall be made to Swingline Lender, for its own account until Applicable Lenders have funded their participations therein as provided below.

(b) Settlement of (i) Foreign Loans, including Foreign Swingline Loans, among the Foreign Lenders and Agent shall take place on a date determined from time to time by Agent (but at least twice per month), and (ii) U.S. Loans, including U.S. Swingline Loans, among the U.S. Lenders and Agent shall take place on a date determined from time to time by Agent (but at least weekly), in each case, on a Pro Rata basis in accordance with the Settlement Report delivered by Agent to the Applicable Lenders. Agent shall endeavor to notify the U.S. Lenders of each settlement date for U.S. Swingline Loans by 1:00 p.m. (Local Time) on the proposed settlement date. Agent

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shall endeavor to notify the Foreign Lenders of each settlement date for Foreign Swingline Loans by 1:00 p.m. (Local Time) at least three Business Days prior to the proposed settlement date. Each Applicable Lender shall fund its Pro Rata share of the settlement to the account specified by Agent in immediately available funds not later than 3:00 p.m. (Local Time) on the proposed settlement date, unless Agent’s notice is received after the time provided above, in which case each Applicable Lender shall fund its Pro Rata share by 11:00 a.m. (Local Time) on the next Business Day. Foreign Borrowers authorize Agent to settle Foreign Swingline Loans into LIBOR Loans with 7 day interest periods and into Australian Bank Bill Rate Loans with 30 day interest periods (as applicable). Between settlement dates, Agent may in its discretion apply payments on Loans to Swingline Loans, regardless of any designation by any Borrower Agent or any Borrower or any provision herein to the contrary. Each Applicable Lender hereby purchases, without recourse or warranty, an undivided Pro Rata participation in all U.S. Swingline Loans or Foreign Swingline Loans, as applicable, outstanding from time to time until settled. If a Swingline Loan cannot be settled among Applicable Lenders, whether due to an Obligor’s Insolvency Proceeding or for any other reason, each Applicable Lender shall pay the amount of its participation in the U.S. Swingline Loan or Foreign Swingline Loan, as applicable, to Agent, in immediately available funds, within one Business Day after Agent’s request therefor. Lenders’ obligations to make settlements and to fund participations are absolute, irrevocable and unconditional, without offset, counterclaim or other defense, and whether or not the Commitments have terminated, an Overadvance exists or the conditions in Section 6 are satisfied.

4.1.4 Notices . Borrowers may request, convert or continue Loans, select interest rates and transfer funds based on instructions delivered by the applicable Borrower Agent to Agent via e-mail, telecopy or other electronic means approved by Agent. Borrower Agents shall confirm each such request by prompt delivery to Agent of a Notice of Borrowing or Notice of Conversion/Continuation, if applicable, but if it differs materially from the action taken by Agent or Lenders, the records of Agent and Lenders shall govern. Neither Agent nor any Lender shall have any liability for any loss suffered by a Borrower as a result of Agent or any Lender acting upon its understanding of instructions delivered via e-mail, telecopy or other electronic means approved by Agent from a person believed in good faith by Agent or any Lender to be a person authorized to give such instructions on Borrower’s behalf.

4.2 Defaulting Lender . Notwithstanding anything herein to the contrary:

4.2.1 Reallocation of Pro Rata Share; Amendments . For purposes of determining Lenders’ obligations or rights to fund, participate in or receive collections with respect to Loans and Letters of Credit (including existing Swingline Loans, Protective Advances and LC Obligations), Agent may in its discretion reallocate Pro Rata shares by excluding the Commitments and Loans of a Defaulting Lender from the calculation of such shares. A Defaulting Lender shall have no right to vote on any amendment, waiver or other modification of a Loan Document, except as provided in Section 14.1.1(c) .

4.2.2 Payments; Fees . Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Documents, and a Defaulting Lender shall be deemed to have assigned to Agent such amounts until all Obligations owing to Agent, non-Defaulting

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Lenders and other Secured Parties have been paid in full. Agent may use such amounts to cover the Defaulting Lender’s defaulted obligations, to Cash Collateralize such Lender’s Fronting Exposure, to readvance the amounts to Borrowers or to repay Obligations. A Lender shall not be entitled to receive any fees accruing hereunder during the period in which it is a Defaulting Lender, and the unfunded portion of its Commitment shall be disregarded for purposes of calculating the unused line fee under Section 3.2.1 . If any LC Obligations owing to a Defaulted Lender are reallocated to other Lenders, fees attributable to such LC Obligations under Section 3.2.2 shall be paid to such Lenders. Agent shall be paid all fees attributable to LC Obligations that are not reallocated.

4.2.3 Status; Cure . Agent may determine in its discretion that a Lender constitutes a Defaulting Lender and the effective date of such status shall be conclusive and binding on all parties, absent manifest error. Borrower Agents, Agent and each Issuing Bank may agree in writing that a Lender has ceased to be a Defaulting Lender, whereupon Pro Rata shares shall be reallocated without exclusion of the reinstated Lender’s Commitments and Loans, and the Revolver Usage and other exposures under the Commitments shall be reallocated among Lenders and settled by Agent (with appropriate payments by the reinstated Lender, including payment of any breakage costs for reallocated Australian Bank Bill Rate Loans and LIBOR Loans) in accordance with the readjusted Pro Rata shares. Unless expressly agreed by Borrowers, Agent and each Issuing Bank, no reinstatement of a Defaulting Lender shall constitute a waiver or release of claims against such Lender. The failure of any Lender to fund a Loan, to make a payment in respect of LC Obligations or otherwise to perform obligations hereunder shall not relieve any other Lender of its obligations under any Loan Document, and no Lender shall be responsible for default by another Lender.

4.3 Number and Amount of Australian Bank Bill Rate Loans and LIBOR Loans; Determination of Rate . Each Borrowing of Australian Bank Bill Rate Loans and LIBOR Loans when made shall be in a minimum amount of $1,000,000, plus an increment of $100,000 in excess thereof. No more than six (6) Borrowings of LIBOR Loans may be outstanding to the U.S. Borrowers at any time. No more than six (6) Borrowings of Australian Bank Bill Rate Loans and LIBOR Loans in the aggregate may be outstanding to the Foreign Borrowers at any time. All Australian Bank Bill Rate Loans or LIBOR Loans to a Borrower Group having the same length and beginning date of their Interest Periods and the same currency shall be aggregated together and considered one Borrowing for this purpose, and such Loans shall be allocated among the Applicable Lenders on a Pro Rata basis. Upon determining the Australian Bank Bill Rate or LIBOR for any Interest Period requested by Borrowers within a Borrower Group, Agent shall promptly notify the applicable Borrower Agent thereof electronically.

4.4 Borrower Agents .

(a) Foreign Borrower Agent . Each Foreign Domiciled Obligor hereby designates the Initial UK Borrower (“Foreign Borrower Agent ”) as its representative and agent for all purposes under the Loan Documents, including requests for Foreign Loans and Foreign Letters of Credit, designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrower Materials, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of

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compliance with covenants), and all other dealings with Agent, Foreign Issuing Bank or any Foreign Lender. Foreign Borrower Agent hereby accepts such appointment. Agent and Foreign Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered by Foreign Borrower Agent on behalf of any Foreign Borrower. Agent and Foreign Lenders may give any notice or communication with a Foreign Domiciled Obligor hereunder to Foreign Borrower Agent on behalf of such Foreign Domiciled Obligor. Each of Agent, Foreign Issuing Bank and Foreign Lenders shall have the right, in its discretion, to deal exclusively with Foreign Borrower Agent for any or all purposes under the Loan Documents. Each Foreign Domiciled Obligor agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by Foreign Borrower Agent shall be binding upon and enforceable against it.

(b) U.S. Borrower Agent . Each U.S. Domiciled Obligor hereby designates the Parent (“ U.S. Borrower Agent ” , and together with Foreign Borrower Agent, the “ Borrower Agents ” and each, a “ Borrower Agent ”) as its representative and agent for all purposes under the Loan Documents, including requests for U.S. Loans and U.S. Letters of Credit, designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrower Materials, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with Agent, U.S. Issuing Bank or any U.S. Lender. U.S. Borrower Agent hereby accepts such appointment. Agent and U.S. Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered by U.S. Borrower Agent on behalf of any U.S. Borrower. Agent and U.S. Lenders may give any notice or communication with a U.S. Domiciled Obligor hereunder to U.S. Borrower Agent on behalf of such U.S. Domiciled Obligor. Each of Agent, U.S. Issuing Bank and U.S. Lenders shall have the right, in its discretion, to deal exclusively with U.S. Borrower Agent for any or all purposes under the Loan Documents. Each U.S. Domiciled Obligor agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by U.S. Borrower Agent shall be binding upon and enforceable against it.

4.5 One Obligation . Without in any way limiting any guaranty of the Obligations, the U.S. Facility Obligations owing by each U.S. Domiciled Obligor shall constitute one general obligation of the U.S. Domiciled Obligors and (unless otherwise expressly provided in any Loan Document) shall be secured by the Agent’s Lien upon all Collateral of each U.S. Domiciled Obligor, provided that Agent, each U.S. Lender and each U.S. Issuing Bank shall be deemed to be a creditor of, and the holder of a separate claim against, each U.S. Domiciled Obligor to the extent of any U.S. Facility Obligations owed by such U.S. Domiciled Obligor to such Person. The Foreign Facility Obligations owing by each Foreign Domiciled Obligor shall constitute one general obligation of the Foreign Domiciled Obligors and (unless otherwise expressly provided in any Loan Document) shall be secured by the Agent’s and Security Trustee’s Lien upon all Collateral of each Foreign Domiciled Obligor, provided that Agent, each Foreign Lender and Foreign Issuing Bank shall be deemed to be a creditor of, and the holder of a separate claim against, each Foreign Domiciled Obligor to the extent of any Foreign Facility Obligations owed by such Foreign Domiciled Obligor to such Person.

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4.6 Effect of Termination . On the effective date of the termination of all Commitments, the Obligations shall be immediately due and payable, and each Secured Bank Product Provider may terminate its Bank Products. Until Full Payment of the Obligations, all undertakings of Obligors contained in the Loan Documents shall continue, and Agent and Security Trustee shall retain its Liens in the Collateral and all of its rights and remedies under the Loan Documents. Agent shall not be required to terminate its Liens unless it receives Cash Collateral or a written agreement, in each case satisfactory to it, protecting Agent and Lenders from dishonor or return of any Payment Item previously applied to the Obligations. Sections 2.2 , 2.3 , 2.4 , 2.5 , 3.4 , 3.6 , 3.7 , 3.9 , 5.4 , 5.8 , 5.9 , 12 , 14.2 , this Section, and each indemnity or waiver given by an Obligor or Lender in any Loan Document, shall survive Full Payment of the Obligations.

SECTION 5. PAYMENTS

5.1 General Payment Provisions . All payments of Obligations shall be made without offset, counterclaim or defense of any kind, free and clear of (and without deduction for) any Taxes (subject to Section 5.8 ), and in immediately available funds, not later than 12:00 noon (Local Time) on the due date. Any payment after such time shall be deemed made on the next Business Day. Any payment of an Australian Bank Bill Rate Loan or a LIBOR Loan to a Borrower Group prior to the end of its Interest Period shall be accompanied by all amounts due under Section 3.9 . All payments shall be made in the currency of the underlying Obligation.

5.2 Repayment of Loans . All Foreign Loans shall be immediately due and payable in full on the Foreign Revolver Commitment Termination Date, and all U.S. Loans shall be immediately due and payable in full on the U.S. Revolver Commitment Termination Date, in each case, unless payment of such Obligations is sooner required hereunder. Loans may be prepaid from time to time, without penalty or premium, subject to, in the case of Australian Bank Bill Rate Loans and LIBOR Loans, the payment of costs set forth in Section 3.9 . Subject to Section 2.1.5 , if an Overadvance exists at any time (whether as a result of exchange rate fluctuations or otherwise), Borrowers of the Borrower Group owing such Overadvance shall, on the sooner of Agent’s demand or the first Business Day after any Borrower of such Borrower Group has knowledge thereof, repay Loans or Cash Collateralize Letters of Credit in an amount sufficient to reduce Revolver Usage to the Borrowing Base. If any Asset Disposition (other than Asset Dispositions permitted under Section 10.2.5(a) , (b) or (c) ) includes the disposition of Accounts or Inventory, or, following the PP&E Component Implementation Date, Equipment or Real Estate, the applicable Borrowers of the relevant Borrower Group shall apply an amount to repay Loans equal to the greater of (a) the amount of the Net Proceeds of such Asset Disposition or (b) the reduction in the Borrowing Base resulting from the disposition.

5.3 Payment of Other Obligations . Obligations other than Loans, including LC Obligations and Extraordinary Expenses, shall be paid by Borrowers as provided in the Loan Documents or, if no payment date is specified, on demand .

5.4 Marshaling; Payments Set Aside . None of Agent, Security Trustee or Lenders shall be under any obligation to marshal any assets in favor of any Obligor or against any Obligations. If any payment by or on behalf of Borrowers is made to Agent, Security Trustee, Foreign Issuing Bank, U.S. Issuing Bank or any Lender, or if Agent, Security Trustee, Foreign Issuing Bank, U.S.

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Issuing Bank or any Lender exercises a right of setoff, and any of such payment or setoff is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Agent, Security Trustee, Foreign Issuing Bank, U.S. Issuing Bank or a Lender in its discretion) to be repaid to a trustee, receiver or any other Person, then the Obligation originally intended to be satisfied, and all Liens, rights and remedies relating thereto, shall be revived and continued in full force and effect as if such payment or setoff had not occurred.

5.5 Application and Allocation of Payments .

5.5.5 Application . Payments made by Borrowers hereunder shall be applied (a) first , as specifically required hereby; (b) second , to Obligations then due and owing by the applicable Borrower making such payment; (c) third , to other Obligations specified by Borrowers; and (d) fourth , as determined by Agent in its discretion; provided , however , that payments made by Foreign Borrowers shall not be applied to any U.S. Facility Obligations (other than the Foreign Facility Obligations) except to the extent such Foreign Borrower has expressly guaranteed such U.S. Facility Obligations.

5.5.6 Post-Default Allocation . Notwithstanding anything in any Loan Document to the contrary (but subject to Section 4.2.2 ), during an Event of Default monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows:

(a) with respect to monies, payments or Collateral of or from any U.S. Domiciled Obligor:

(i) first , to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent, to the extent owing by any U.S. Domiciled Obligor;

(ii) second , to all amounts owing to U.S. Swingline Lender on U.S. Swingline Loans, Agent on U.S. Protective Advances, and Agent on U.S. Loans and participations that a Defaulting Lender has failed to settle or fund;

(iii) third , to all amounts owing to U.S. Issuing Bank on U.S. LC Obligations;

(iv) fourth , to all U.S. Facility Obligations (other than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to U.S. Lenders (exclusive of any Foreign Facility Obligations which are guaranteed by the U.S. Domiciled Obligors);

(v) fifth , to all U.S. Facility Obligations (other than Secured Bank Product Obligations) constituting interest (exclusive of any Foreign Facility Obligations which are guaranteed by the U.S. Domiciled Obligors);

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(vi) sixth , to Cash Collateralize all U.S. LC Obligations;

(vii) seventh , to all U.S. Loans, and to Qualified Secured Bank Product Obligations (including Cash Collateralization thereof) owing by the U.S. Domiciled Obligors (exclusive of any Foreign Facility Obligations which are guaranteed by the U.S. Domiciled Obligors) up to the amount of the U.S. Availability Reserves existing therefor;

(viii) eighth , to all interest on FILO Loans owing by U.S. Borrowers to U.S. Lenders;

(ix) ninth , to all principal on FILO Loans owing by U.S. Borrowers to U.S. Lenders;

(x) tenth , to all other Secured Bank Product Obligations owing by the U.S. Domiciled Obligors (exclusive of any Foreign Facility Obligations which are guaranteed by the U.S. Domiciled Obligors);

(xi) eleventh , to all remaining U.S. Facility Obligations (exclusive of any Foreign Facility Obligations which are guaranteed by the U.S. Domiciled Obligors); and

(xii) twelfth , to be applied in accordance with clause (b) below, to the extent there are insufficient funds for the Full Payment of all Obligations owing by the Foreign Domiciled Obligors.

(b) with respect to monies, payments or Collateral of or from any Foreign Domiciled Obligor, together with any allocations pursuant to subclause (xii) of clause (a) above:

(i) first , to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent, to the extent owing by any Foreign Domiciled Obligor;

(ii) second , to all amounts owing to Foreign Swingline Lender on Foreign Swingline Loans, Agent on Foreign Protective Advances, and Agent on Foreign Loans and participations that a Defaulting Lender has failed to settle or fund;

(iii) third , to all amounts owing to Foreign Issuing Bank on Foreign LC Obligations;

(iv) fourth , to all Foreign Facility Obligations (other than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to Foreign Lenders;

(v) fifth , to all Foreign Facility Obligations (other than Secured Bank Product Obligations) constituting interest;

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(vi) sixth , to Cash Collateralize all Foreign LC Obligations;

(vii) seventh , to all Foreign Loans, and to Qualified Secured Bank Product Obligations (including Cash Collateralization thereof) owing by Foreign Domiciled Obligors up to the amount of Foreign Availability Reserves existing therefor;

(viii) eighth , to all interest on FILO Loans owing by Foreign Borrowers to Foreign Lenders;

(ix) ninth , to all principal on FILO Loans owing by Foreign Borrowers to Foreign Lenders;

(x) tenth , to all other Secured Bank Product Obligations owing by Foreign Domiciled Obligors; and

(xi) eleventh , to all remaining Foreign Facility Obligations.

Amounts shall be applied to payment of each category of Obligations set forth within subsections (a) and (b) above only after Full Payment of amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. Monies and proceeds obtained from an Obligor shall not be applied to its Excluded Swap Obligations, but appropriate adjustments shall be made with respect to amounts obtained from other Obligors to preserve the allocations in any applicable category. Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured Bank Product Provider. If the Secured Bank Product Provider fails to deliver the calculation within five days following request, Agent may assume the amount is zero. The allocations set forth in this Section are solely to determine the rights and priorities among Secured Parties as among themselves, and any allocation within subsections (a) and (b) , and may be changed by agreement of the affected Secured Parties, without the consent of any Obligor. This Section is not for the benefit of or enforceable by any Obligor, and each Obligor irrevocably waives the right to direct the application of any payments or Collateral proceeds subject to this Section.

5.5.3 Erroneous Application . Agent shall not be liable for any application of amounts made by it in good faith and, if any such application is subsequently determined to have been made in error, the sole recourse of any Secured Party or other Person to which such amount should have been made shall be to recover the amount from the Person that actually received it (and, if such amount was received by a Secured Party, the Secured Party agrees to return it).

5.6 Dominion Account . The ledger balance in the Dominion Account of (a) each U.S. Borrower as of the end of a Business Day shall be applied to the U.S. Facility Obligations at the beginning of the next Business Day during any Cash Dominion Event, (b) each UK Borrower as of the end of a Business Day may be applied to the Foreign Facility Obligations at the beginning of the next Business Day at any time (whether or not a Cash Dominion Event exists) and (c) each Australian Borrower and each Dutch Borrower as of the end of a Business Day shall be applied to

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the Foreign Facility Obligations at the beginning of the next Business Day during any Cash Dominion Event. If a credit balance results from such application, it shall not accrue interest in favor of Borrowers and shall be made available to Borrowers of the applicable Borrower Group as long as no Default or Event of Default exists.

5.7 Account Stated . Agent shall maintain, in accordance with its customary practices, loan account(s) (including, for the avoidance of doubt, the register maintained pursuant to Section 13.3.4 ) evidencing the Debt of Borrowers within each Borrower Group hereunder. Any failure of Agent to record anything in a loan account, or any error in doing so, shall not limit or otherwise affect the obligation of Borrowers to pay any amount owing hereunder. Entries made in a loan account shall constitute presumptive evidence of the information contained therein. If any information contained in a loan account is provided to or inspected by any Person, the information shall be conclusive and binding on such Person for all purposes absent manifest error, except to the extent such Person notifies Agent in writing within 30 days after receipt or inspection that specific information is subject to dispute.

5.8 Taxes .

5.8.1 Payments Free of Taxes; Obligation to Withhold; Tax Payment .

(a) All payments of Obligations by Obligors shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If Applicable Law (as determined by the applicable withholding agent in its reasonable discretion) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding based on information and documentation provided pursuant to Section 5.9 .

(b) If a withholding agent is required by the Code to withhold or deduct Taxes, including backup withholding and

withholding taxes, from any payment, then (i) the applicable withholding agent shall pay the full amount that it determines is to be withheld or deducted to the relevant Governmental Authority pursuant to the Code, and (ii) to the extent the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Obligor shall be increased as necessary so that the Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(c) If a withholding agent is required by any Applicable Law other than the Code to withhold or deduct Taxes from any payment, then (i) the applicable withholding agent, to the extent required by Applicable Law, shall timely pay the full amount to be withheld or deducted to the relevant Governmental Authority, and (ii) to the extent the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Obligor shall be increased as necessary so that the Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

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5.8.2 Payment of Other Taxes . Without limiting the foregoing, Borrowers shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at Agent’s option, timely reimburse Agent for payment of, any Other Taxes.

5.8.3 Tax Indemnification .

(a) Each U.S. Domiciled Obligor shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be withheld or deducted from a payment to a Recipient, and any penalties, interest and reasonable expenses (other than any penalties and interest incurred as a result of the gross negligence or willful misconduct of such Recipient) arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each U.S. Domiciled Obligor shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to the U.S. Borrower Agent by an Applicable Lender or an Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient, shall be conclusive absent manifest error.

(b) Each Lender and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender and Issuing Bank shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error.

5.8.4 Evidence of Payments . If Agent or an Obligor pays any Taxes pursuant to this Section, then upon request, Agent shall deliver to Borrower Agent or Borrower Agent shall deliver to Agent, respectively, a copy of a receipt issued by the appropriate Governmental Authority evidencing the payment, a copy of any return required by Applicable Law to report the payment, or other evidence of payment reasonably satisfactory to Agent or Borrower Agent, as applicable.

5.8.5 Treatment of Certain Refunds . Unless required by Applicable Law, at no time shall Agent have any obligation to file for or otherwise pursue on behalf of a Lender or Issuing Bank, nor have any obligation to pay to any Lender or Issuing Bank, any refund of Taxes withheld or deducted from funds paid for the account of a Lender or Issuing Bank. If a Recipient determines in its sole discretion exercised in good faith that it has received a refund of any Taxes as to which it has been indemnified by Borrowers or with respect to which a Borrower has paid additional amounts pursuant to this Section, it shall pay Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by Borrowers with respect

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to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that Borrowers agree, upon request by the Recipient, to repay the amount paid over to Borrowers pursuant to this Section 5.8.5 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient if the Recipient is required to repay such refund to the Governmental Authority. Notwithstanding anything in this Section 5.8.5 to the contrary, no Recipient shall be required to pay any amount to Borrowers if such payment would place the Recipient in a less favorable net after-Tax position than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. In no event shall Agent or any Recipient be required to make its tax returns (or any other information relating to its taxes that it deems confidential) available to any Obligor or other Person.

5.8.6 Survival . Each party’s obligations under Sections 5.8 and 5.9 shall survive the resignation or replacement of Agent or any assignment of rights by or replacement of a Lender or Issuing Bank, the termination of the Commitments, and the repayment, satisfaction, discharge or Full Payment of any Obligations.

5.8.7 Dutch Tax Matters . Instead of Sections 5.8.3 and 5.8.5 , and in addition to Sections 5.8.1 and 5.8.2 , the provisions of this Section 5.8.7 shall apply to any advance under any Loan Document to any Dutch Borrower or any other Borrower that is required to make a Tax Deduction in accordance with the relevant provisions of Dutch law (each a “ Relevant Borrower ”for the purposes of this Section 5.8.7 ).

(a) Tax Indemnity .

(i) The Relevant Borrowers shall (within ten Business Days of demand by the Agent) pay to a Lender an amount equal to the loss, liability or cost which that Lender determines will be or has been (directly or indirectly) suffered for or on account of Taxes by that Lender in respect of a Loan Document.

(ii) Clause (a)(i) above shall not apply:

(A) if such Taxes are Excluded Taxes (other than U.S. federal withholding Taxes imposed pursuant to FATCA) or Dutch withholding taxes imposed on amounts payable to or for the account of a Lender with respect to its interest in a Loan or Commitment pursuant to a law in effect when the Lender acquires such interest (except pursuant to an assignment request by Borrower Agent under Section 13.4 ) or changes its Lending Office, unless the Taxes were payable to its assignor immediately prior to such assignment or the Lender immediately prior to its change in Lending Office; or

(B) to the extent a loss, liability or cost is compensated for by an increased payment under Section 5.8.1 .

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(iii) A Lender making, or intending to make a claim under Section 5.8.7(a)(i) above shall promptly notify Agent of the event which will give, or has given, rise to the claim, following which Agent shall notify the Borrowers.

(iv) A Lender shall, on receiving a payment from the Relevant Borrowers under this Section 5.8.7(a) , notify Agent.

(b) Tax Credit . If a Relevant Borrower makes a Tax Payment and the relevant Lender determines that:

(i) a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

(ii) that Lender has obtained and utilized that Tax Credit,

the Lender shall promptly following receipt of such Tax Credit pay an amount to the Relevant Borrower which that Lender determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Relevant Borrower.

(c) Value Added Tax .

(i) All amounts set out or expressed in a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any such supply made by any Lender to any party under a Loan Document, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (subject to provision by such Lender of a valid VAT invoice).

(ii) If VAT is or becomes chargeable on any supply made by any Lender (the “ Supplier ”) to any other Lender (the “ Dutch VAT Recipient ”) under a Loan Document, and any party other than the Dutch VAT Recipient (the “ Relevant Party ”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Dutch VAT Recipient in respect of that consideration),

(A) (where the Supplier is the person required to account to the relevant tax authority for the VAT), the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of VAT; the Dutch VAT Recipient must (where this subsection (ii)(A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Dutch VAT Recipient receives from the relevant tax authority which the Dutch VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and

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(B) (where the Dutch VAT Recipient is the person required to account to the relevant tax authority for the VAT), the Relevant Party must promptly, following demand from the Dutch VAT Recipient, pay to the Dutch VAT Recipient an amount equal to the VAT chargeable on that supply. The Dutch VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Dutch VAT Recipient receives from the relevant tax authority which the Dutch VAT Recipient reasonably determines relates to the VAT chargeable on that supply.

(iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense incurred in connection with such Loan Document, the reimbursement or indemnity (as the case may be) shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority, provided that any VAT which is subsequently received by the party being reimbursed (by way of credit or repayment) in excess of the amount assumed to be reasonable for the purpose of this clause shall be repayable to the reimbursing party on demand.

(iv) Any reference in this Section 5.8.7 to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time.

(v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

(vi) Except as otherwise expressly provided in Section 5.8.7 , a reference to “determines” or “determined” in connection with tax provisions contained in Section 5.8.7 means a determination made in the absolute discretion of the person making the determination, acting reasonably and in good faith.

5.8.8 United Kingdom Tax Matters . Instead of Sections 5.8.1 , 5.8.2 , 5.8.3 and 5.8.5 , the provisions of this Section 5.8.8 shall apply to any advance under any Loan Document to any UK Borrower (each a “ Relevant Borrower ” for the purposes of this Section 5.8.8 ):

Solely for the purposes of this Section 5.8.8 , the following terms shall have the following meanings:

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“ Qualifying Lender ” means:

(a) a Lender (other than a Lender within clause (b) of the definition of Qualifying Lender) which is beneficially entitled to interest payable to that Lender in respect of an advance under a Loan Document and is:

(i) a Lender;

(A) that is a bank (as defined for the purpose of section 879 of the ITA) making an advance under a Loan Document; or

(B) in respect of an advance under a Loan Document by a person that was a bank (as defined for the purpose of section 879 of the ITA) at the time that such advance under a Loan Document was made,

and, in each case, which is within the charge to United Kingdom corporation Tax with respect to any payments of interest made in respect of that advance or would be within such charge as respects such payments apart from Section 18A of the CTA; or

(ii) a Lender which is:

(A) a company resident in the United Kingdom for United Kingdom Tax purposes;

(B) a partnership, each member of which is:

(1) A company so resident in the United Kingdom; or

(2) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

(3) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; or

(iii) a Treaty Lender; or

(b) a building society (as defined for the purposes of section 880 of the ITA) making an advance.

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“ Tax Confirmation ” means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Loan Document is either:

(a) a company resident in the United Kingdom for United Kingdom Tax purposes; or

(b) a partnership each member of which is:

(i) a company so resident in the United Kingdom; or

(ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

(iii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.

“ Treaty Lender ” means a Lender which

(a) is treated as a resident of a Treaty State for the purposes of the relevant Treaty;

(b) does not carry on a business in the United Kingdom through a permanent establishment with which that Lender’s participation in any advance is effectively connected; and

(c) satisfies all conditions (other than the completion of any procedural formalities) under the relevant double taxation agreement to obtain full exemption from Tax imposed by the United Kingdom on interest.

“ Treaty State ” means a jurisdiction having a double taxation agreement (a “ Treaty ”) with the United Kingdom which makes provision for full exemption from Tax imposed by the United Kingdom on interest.

“ UK Non-Bank Lender ” means:

(a) a Lender (which falls within clause (a)(ii) of the definition of Qualifying Lender) which is a party to this Agreement and which has provided a Tax Confirmation to the Agent; and

(b) where a Lender becomes a party after the Closing Date, an Assignee which gives a Tax Confirmation in the Assignment and Acceptance Agreement which it executes on becoming a party hereunder.

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(a) Tax Gross-up .

(i) Each Relevant Borrower shall make all payments to be made by it under any Loan Document without any Tax Deduction unless a Tax Deduction is required by law.

(ii) A Relevant Borrower shall, promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify Agent accordingly. Similarly, a Lender shall notify Agent on becoming so aware in respect of a payment payable to that Lender. If Agent receives such notification from a Lender it shall notify the Relevant Borrower.

(iii) If a Tax Deduction is required by law to be made by a Relevant Borrower, the amount of the payment due from that Relevant Borrower to a Lender shall be increased to an amount which (after making any Tax Deduction) is equal to the payment which would have been due to such Lender if no Tax Deduction had been required.

(iv) A payment shall not be increased under clause (iii) above by reason of a Tax Deduction on account of Taxes imposed by the United Kingdom if, on the date on which the payment falls due:

(A) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the published interpretation, administration, or application by any taxing authority of) any law or treaty or any published practice or published concession of any relevant taxing authority; or

(B) the relevant Lender is a Qualifying Lender solely by virtue of clause (a)(ii) of the definition of Qualifying Lender, and:

(1) an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction ”) under section 931 of the ITA which relates to the payment and that Lender has received from the Relevant Borrower making the payment a certified copy of that Direction; and

(2) the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or

(C) the relevant Lender is a Qualifying Lender solely by virtue of clause (a)(ii) of the definition of Qualifying Lender and:

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(1) the relevant Lender has not given a Tax Confirmation to the Relevant Borrower; and

(2) the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Relevant Borrower, on the basis that the Tax Confirmation would have enabled the Relevant Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA; or

(D) the relevant Lender is a Treaty Lender and the Relevant Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under clause (a)(vii) below; or

(E) U.K. withholding Taxes imposed on amounts payable to or for the account of a Lender with respect to its interest in a Loan or Commitment pursuant to a law in effect when the Lender acquires such interest (except pursuant to an assignment request by Borrower Agent under Section 13.4 ) or changes its Lending Office, unless the Taxes were imposed on amounts payable to or for the account of its assignor immediately prior to such assignment or to the Lender immediately prior to its change in Lending Office.

(v) If a Relevant Borrower is required to make a Tax Deduction, that Relevant Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(vi) Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Relevant Borrower making that Tax Deduction shall deliver to Agent for the benefit of the Lender entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(vii) A Treaty Lender and each Relevant Borrower which makes a payment to which that Treaty Lender is entitled shall co-operate in promptly completing any procedural formalities (including in respect of the HMRC DT Treaty Passport Scheme) necessary for that Relevant Borrower to obtain authorization to make that payment without a Tax Deduction.

(viii) Nothing in clause (a)(vii) above shall require a Treaty Lender to:

(A) register under the HMRC DT Treaty Passport scheme;

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(B) apply the HMRC DT Treaty Passport scheme to any advance if it has so registered; or

(C) file Treaty forms if it has included an indication to the effect that it wishes the HMRC DT Treaty Passport Scheme to apply to this Agreement in accordance with subsections (a)(xi) or (e)(i) (HMRC DT Treaty Passport scheme confirmation) and the Relevant Borrower making that payment has not complied with its obligations under subsections (a)(xii) or (e)(ii) (HMRC DT Treaty Passport scheme confirmation).

(ix) A UK Non-Bank Lender which becomes a party on the day on which this Agreement is entered into gives a Tax Confirmation to the Agent by entering into this Agreement.

(x) A UK Non-Bank Lender shall promptly notify the Agent if there is any change in the position from that set out in the Tax Confirmation.

(xi) A Treaty Lender which becomes a party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of Agent and without liability to any Relevant Borrower) by notifying Agent of its scheme reference number and its jurisdiction of Tax residence. The Agent shall notify each Relevant Borrower of such scheme reference number and jurisdiction of Tax residence.

(xii) Where a Lender notifies the Agent as described in clause (a)(xi) above each Relevant Borrower shall file a duly completed form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 days of the date of this Agreement and shall promptly provide the Lender with a copy of that filing.

(xiii) If a Lender has not included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with clause (a)(xi) above or clause (e)(i) (HMRC DT Treaty Passport scheme confirmation), no Relevant Borrower shall file any form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s advance or its participation in any advance.

(b) Tax Indemnity .

(i) The Relevant Borrowers shall (within ten (10) Business Days of demand by the Agent) pay to a Lender an amount equal to the loss, liability or cost which that Lender determines will be or has been (directly or indirectly) suffered for or on account of Taxes by that Lender in respect of a Loan Document.

(ii) Clause (b)(i) above shall not apply:

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(A) with respect to any Taxes assessed on a Lender:

(1) under the law of the jurisdiction in which such Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which such Lender is treated as resident for Tax purposes; or

(2) under the law of the jurisdiction in which such Lender’s Lending Office is located in respect of amounts received or receivable in such jurisdiction,

if such Taxes are imposed on or calculated by reference to the net income, profits or gains received or receivable (but not any sum deemed to be received or receivable) by such Lender;

(B) to the extent a loss, liability or cost:

(1) is compensated for by an increased payment under Section 5.8.8(a)(iii) ( Tax Gross-up ); or

(2) would have been compensated for by an increased payment under Section 5.8.8(a)(iii) ( Tax Gross-up ) but was not so compensated solely because one of the exclusions in Section 5.8.8(a)(iv) ( Tax Gross-up ) applied; or

(C) if such Taxes are Excluded Taxes (other than U.S. federal withholding Taxes imposed pursuant to FATCA).

(iii) A Lender making, or intending to make a claim under Section 5.8.8(b)(i) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Borrowers.

(iv) A Lender shall, on receiving a payment from the Relevant Borrowers under this Section 5.8.8(b) , notify the Agent.

(c) Tax Credit . If a Relevant Borrower makes a Tax Payment and the relevant Lender determines that:


(ii) that Lender has obtained and utilized that Tax Credit,

the Lender shall as soon as reasonably practicable following receipt of such Tax Credit pay an amount to the Relevant Borrower which that Lender determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Relevant Borrower.

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(d) Lender Status Confirmation . Each New Lender shall indicate, in the Assignment and Acceptance which it executes on becoming a party, and for the benefit of the Agent and without liability to any Relevant Borrower, which of the following categories it falls within:

(i) not a Qualifying Lender;

(ii) a Qualifying Lender (other than a Treaty Lender); or

(iii) a Treaty Lender.

If a New Lender fails to indicate its status in accordance with this Section 5.8.8(d) , then such New Lender or Lender (as appropriate) shall be treated for the purposes of this Agreement (including by each Relevant Borrower) as if it is not a Qualifying Lender until such time as it notifies the Agent which category of Qualifying Lender applies (and the Agent, upon receipt of such notification, shall inform the Relevant Borrower). For the avoidance of doubt, an Assignment and Acceptance shall not be invalidated by any failure of a New Lender to comply with this Section 5.8.8(d) .

(e) HMRC DT Treaty Passport Scheme Confirmation .

(i) A New Lender that is a Treaty Lender that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall include an indication to that effect (for the benefit of the Agent and without liability to any Relevant Borrower) in the Assignment and Acceptance which it executes by including its scheme reference number and its jurisdiction of Tax residence in that Assignment and Acceptance.

(ii) Where an Assignment and Acceptance includes the indication described in clause (e)(i) above in the relevant Assignment and Acceptance, each Relevant Borrower which is a party as a Borrower as at the date that the relevant Assignment and Acceptance Agreement is executed (the “ HMRC Transfer Date ”) shall file a duly completed form DTTP2 in respect of such Lender with HM Revenue & Customs within 30 days of that HMRC Transfer Date and shall promptly provide the Lender with a copy of that filing.

(f) United Kingdom Stamp Taxes . The Relevant Borrowers shall pay and, within ten Business Days of demand, indemnify each Lender against any cost, loss or liability that Lender incurs in relation to all stamp duties, registration or other similar Taxes payable in respect of any Loan Document.

(g) Value Added Tax .

(i) All amounts set out or expressed in a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and

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accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Document, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (subject to provision by such Lender of a valid VAT invoice).

(ii) If VAT is or becomes chargeable on any supply made by any Lender (the “ VAT Supplier ” ) to any other Lender (the “ VAT Recipient ”) under a Loan Document, and any party other than the VAT Recipient (the “ VAT Relevant Party ”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),

(D) (where the VAT Supplier is the person required to account to the relevant tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of VAT. The VAT Recipient must (where this subsection (ii)(A) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and

(E) (where the VAT Recipient is the person required to account to the relevant tax authority for the VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply.

(iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Document, the reimbursement or indemnity (as the case may be) shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority) provided that (i) any VAT which is subsequently received by the party being reimbursed (by way of credit or repayment) in excess of the amount assumed to be reasonable for the purpose of this clause shall be repayable to the reimbursing party on demand and (ii) that such Lender is placed, after reimbursement or indemnification and after such payment or reimbursements of VAT, in the same positions it was in before the need to reimburse or indemnify that Lender arose.

(iv) Any reference in this Section 5.8.8 to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the

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representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994).

(v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

Except as otherwise expressly provided in this Section 5.8.8 , a reference to “determines” or “determined” in connection with Tax provisions contained in Section 5.8.8 means a determination made in the absolute discretion of the person making the determination, acting reasonably and in good faith.

5.8.9 Australia Tax Matters . Instead of Sections 5.8.1(c) , 5.8.3 and 5.8.5 , and in addition to Sections 5.8.1(a) , 5.8.1(b) and 5.8.2 , the provisions of this Section 5.8.9 shall apply to any advance under any Loan Document to any Australian Borrower or any other Borrower that is required to make a Tax Deduction in accordance with the relevant provisions of Australian law (each a “ Relevant Borrower ” for the purposes of this Section 5.8.9 ).

(a) Definitions . Solely for purposes of this Section 5.8.9 , the following terms shall have the following meanings:

“ Australian Double Tax Treaty ” means an ‘international tax agreement’ as defined in section 995-1 of the Income Tax Assessment Act 1997 (Cth) of Australia.

“ GST ” has the meaning given to it in the GST Act.

“ Qualifying Lender ” means, in relation to a Relevant Borrower:

(a) a Foreign Lender which:

(i) is treated as a resident of a Treaty State for the purposes of the relevant Australian Double Tax Treaty; (ii) does not perform its role as a Foreign Lender at or through a permanent establishment in Australia; and

(iii) fulfills all conditions which must be fulfilled under the relevant Australian Double Tax Treaty by residents of the Treaty State and qualifies for a full exemption from taxation imposed in Australia in respect of the relevant payment; or

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(b) a Foreign Lender which receives all payments of interest in respect of a Loan either:

(i) as a resident of Australia (and not in the course of carrying on a business at or through a permanent establishment outside Australia); or

(ii) as a non-resident of Australia in the course of carrying on a business at or through a permanent

establishment in Australia.

“ Treaty State ” means a jurisdiction having an Australian Double Tax Treaty with Australia.

(b) Tax Gross-up . Save to the extent required under any applicable law, all payments to be made by a Relevant Borrower to any Foreign Lender hereunder or under any Loan Document shall be made free and clear of and without deduction or withholding for or on account of Taxes. If a Relevant Borrower is required, as a consequence of the application of section 128B(2) of the Income Tax Assessment Act 1936 (Cth) of Australia, in conjunction with section 12-245 of Schedule 1 to the Taxation Administration Act 1953 (Cth) of Australia, to deduct or withhold any Taxes, or an amount for or on account of any Taxes from any payment made hereunder or under the Loan Documents to any Foreign Lender, the sum payable by such Relevant Borrower (in respect of which such deduction or withholding is required to be made) shall be increased to the extent necessary to ensure that such Foreign Lender receives a sum equal to the sum that such Foreign Lender would have received if no such deduction or withholding had been made; provided , that this Section 5.8.9(b) shall not apply (1) to the extent that such deduction or withholding is made on account of Excluded Taxes, (2) to Australian withholding taxes imposed on amounts payable to or for the account of a Lender with respect to its interest in a Loan or Commitment pursuant to a law in effect when the Lender acquires such interest (except pursuant to an assignment request by Borrower Agent under Section 13.4 ) or changes its Lending Office, unless the Taxes were payable to its assignor immediately prior to such assignment or the Lender immediately prior to its change in Lending Office, or (3) to the extent that such deduction or withholding would not have arisen if the relevant Foreign Lender had complied with its obligations under Section 5.8.9(e) ( Foreign Lender’s Status ), or Section 5.8.9(f) ( Double Taxation Relief ) or Subdivision 12-E of Schedule 1 to the Taxation Administration Act 1953 (Cth) of Australia to the extent the Foreign Lender is required to have an Australian tax file number or an Australian business number under Australian law, as the case may be.

(c) Tax Indemnity .

(i) The Relevant Borrowers shall (within three Business Days of demand by the Agent) pay to a Lender an amount equal to the loss, liability or cost which that Lender determines will be or has been (directly or indirectly) suffered for or on account of Taxes by that Lender in respect of a Loan Document.

(ii) Clause (c)(i) above shall not apply:

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(A) with respect to any Taxes assessed on a Lender:

(1) under the law of the jurisdiction in which such Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which such Lender is treated as resident for tax purposes; or

(2) under the law of the jurisdiction in which such Lender’s Lending Office is located in

respect of amounts received or receivable in such jurisdiction,

if such Taxes are imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by such Lender; or

(B) to the extent a loss, liability or cost:

(1) is compensated for by an increased payment under Section 5.8.9(b) ( Tax Gross-up ); or (2) would have been compensated for by an increased payment under Section 5.8.9(b) ( Tax

Gross-up ) but was not so compensated solely because one of the exclusions in that Section 5.8.9(b) ( Tax Gross-up ) applied.

(iii) A Lender making, or intending to make a claim under Section 5.8.9(c)(i) above shall promptly notify Agent of the event which will give, or has given, rise to the claim, following which Agent shall notify the Borrowers.

(iv) A Lender shall, on receiving a payment from the Relevant

Borrowers under this Section 5.8.9(c) , notify Agent.

(d) Tax Credit . If a Relevant Borrower makes a Tax Payment and the relevant Lender determines that:


(ii) that Lender has obtained, utilized and retained that Tax Credit.

the Lender shall as soon as reasonably practicable following receipt of such Tax Credit pay an amount to the Relevant Borrower which that Lender determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Relevant Borrower.

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(e) Foreign Lender’s Status . Each Foreign Lender certifies to the Agent and the Relevant Borrowers (on the date hereof or, in the case of a Foreign Lender which becomes a party hereto pursuant to a transfer or assignment, on the date on which the relevant transfer or assignment becomes effective) that it is a Qualifying Lender and each Foreign Lender shall promptly notify the Agent if there is any change in its position from that set out above. Upon receipt of any such notification from a Foreign Lender, the Agent shall promptly notify the Relevant Borrowers thereof. If any Foreign Lender is not or ceases to be a Qualifying Lender or does not comply with or perform the formalities required to be a Qualifying Lender (except by reason of any Change in Tax Law after the date the Foreign Lender becomes a party to this agreement) the Relevant Borrower shall not be liable pursuant to this Section 5.8.9 to pay with respect to the Foreign Lender any amount greater than the amount which the Relevant Borrower would have been liable to pay pursuant to this Section 5.8.9 with respect to that Foreign Lender if that Foreign Lender had been, or had not ceased to be on that date, a Qualifying Lender and had complied with or had performed the formalities required to be a Qualifying Lender.

(f) Double Taxation Relief . If, and to the extent that, the effect of Section 5.8.9(b) ( Tax Gross-up ) or Section

5.8.9(c) ( Tax Indemnity ) can be mitigated by virtue of the provisions of any applicable double taxation agreement or any applicable tax law (whether by a claim to repayment of any taxes referred to in Section 5.8.9(b) ( Tax Gross-up ) or Section 5.8.9(c) ( Tax Indemnity ) or otherwise) the relevant Foreign Lender shall co-operate with the Relevant Borrower with a view to ensuring the application of such double taxation agreement or applicable tax law so far as relevant.

(g) Notification of Requirement to Deduct Tax . If, at any time, a Relevant Borrower is required by law to make

any deduction or withholding from any sum payable by it hereunder or under the other Loan Documents (or if thereafter there is any change in the rates at which or the manner in which such deductions or withholdings are calculated), such Relevant Borrower shall promptly notify Agent.

(h) Evidence of Payment of Tax . If a Relevant Borrower makes any payment hereunder or under the other Loan

Documents in respect of which it is required to make any deduction or withholding, it shall pay the full amount required to be deducted or withheld to the relevant taxation or other authority within the time allowed for such payment under applicable law and shall, as promptly as reasonably practicable thereafter, deliver to the Agent on behalf of the Foreign Lenders to which such payment was made evidence of payment as is reasonably satisfactory to Agent.

(i) Goods and Services Tax .

(i) All amounts set out or expressed in a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a taxable supply or taxable supplies for GST purposes shall be deemed to be exclusive of GST and the party liable to make that payment shall pay to the Lender (in addition to and at the same time as paying any consideration for such supply) an amount equal to the GST payable on that supply, subject to

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receiving a valid tax invoice, complying with the relevant GST legislation, from the supplier of that supply.

(ii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any loss, cost or expense incurred by that lender, the reimbursement or indemnity (as the case may be) shall be reduced by the amount of any input tax credit that the Lender (or representative member of the GST Group of which the Lender is a member) is entitled to.

(j) Stamp Taxes . The Australian Borrowers shall:

(i) pay all stamp duty, registration and other similar Taxes payable in respect of any Loan Document; and

(ii) within three Business Days of demand, indemnify each Lender against any cost, loss or liability that Lender incurs in relation to any stamp duty, registration or other similar Tax paid or payable in respect of any Loan Document.

Except as otherwise expressly provided in this Section 5.8.9 , a reference to “determines” or “determined” in connection with Tax provisions contained in Section 5.8.9 means a determination made in the absolute discretion of the person making the determination, acting reasonably and in good faith.

5.9 Lender Tax Information .

5.9.1 Status of Lenders . Any Lender and, if requested by a Borrower or Agent, a Security Trustee, that is entitled to an exemption from or reduction of withholding Tax with respect to payments of Obligations shall deliver to the relevant Borrower Agent and Agent, at the time or times reasonably requested by the relevant Borrower Agent or Agent, properly completed and executed documentation reasonably requested by the relevant Borrower Agent or Agent as will permit such payments to be made without or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the relevant Borrower Agent or Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by Borrower Agent or Agent to enable them to determine whether such Lender is subject to backup withholding or information reporting requirements. Notwithstanding the foregoing, such documentation (other than (a) documentation with respect to the U.S. Loans described in Sections 5.9.2(a) , (b) and (d) and (b) documentation with respect to the Foreign Loans described in Sections 5.8.7 , 5.8.8 and 5.8.9 ) shall not be required if a Lender or Security Trustee reasonably believes delivery of the documentation would subject it to any material unreimbursed cost or expense or would materially prejudice its legal or commercial position.

5.9.2 Documentation . Without limiting the generality of the foregoing, with respect to a Borrower that is a U.S. Person,

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(a) Any Lender that is a U.S. Person shall deliver to U.S. Borrower Agent and Agent on or prior to the date on which such Lender becomes a Lender hereunder (and from time to time thereafter upon reasonable request of U.S. Borrower Agent or Agent), executed originals of IRS Form W-9, certifying that such Lender is exempt from U.S. federal backup withholding Tax;

(b) Any Non-Domiciled Lender shall, to the extent it is legally entitled to do so, deliver to U.S. Borrower Agent and Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-Domiciled Lender becomes a Lender hereunder (and from time to time thereafter upon reasonable request of U.S. Borrower Agent or Agent), whichever of the following is applicable:

(i) in the case of a Non-Domiciled Lender claiming the benefits of an income tax treaty to which the U.S. is a party, (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from or reduction of U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty, and (y) with respect to other payments under the Loan Documents, IRS Form W-8BEN establishing an exemption from or reduction of U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(ii) executed originals of IRS Form W-8ECI;

(iii) in the case of a Non-Domiciled Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate in form satisfactory to Agent to the effect that such Non-Domiciled Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of a Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (“ U.S. Tax Compliance Certificate ”), and (y) executed originals of IRS Form W-8BEN; or

(iv) to the extent a Non-Domiciled Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate in form satisfactory to Agent, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-Domiciled Lender is a partnership and one or more direct or indirect partners of such Non-Domiciled Lender are claiming the portfolio interest exemption, such Non-Domiciled Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner;

(c) any Non-Domiciled Lender shall, to the extent it is legally entitled to do so, deliver to U.S. Borrower Agent and Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-Domiciled Lender becomes a Lender hereunder (and from time to time thereafter upon the reasonable request of U.S. Borrower Agent or Agent), executed originals of any other form prescribed by Applicable Law as a basis for claiming exemption

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from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit U.S. Borrower Agent or Agent to determine the withholding or deduction required to be made; and

(d) if payment of an Obligation to a Lender would be subject to U.S. federal withholding Tax imposed by FATCA if such Non-Domiciled Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code), such Lender shall deliver to U.S. Borrower Agent and Agent at the time(s) prescribed by law and otherwise as reasonably requested by U.S. Borrower Agent or Agent such documentation prescribed by Applicable Law (including Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by U.S. Borrower Agent or Agent as may be necessary for them to comply with their obligations under FATCA and to determine that such Lender has complied with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d) , “FATCA” shall include any amendments made to FATCA after the date hereof.

5.9.3 Redelivery of Documentation . If any form or certification previously delivered by a Lender or Security Trustee pursuant to this Section expires or becomes obsolete or inaccurate in any respect, such Lender or Security Trustee shall promptly update the form or certification or notify the applicable Borrower Agent and Agent in writing of its legal inability to do so.

5.9.4 Defined Terms . For purposes of this Section 5.9 , the term “Lender” includes any Issuing Bank and the term “Applicable Law” includes FATCA.

5.10 Guaranties .

5.10.1 Joint and Several Liability of U.S. Domiciled Obligors . Subject in each case to any limitations imposed by Applicable Law, each U.S. Domiciled Obligor agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to Agent and Lenders the prompt payment and performance of, all Obligations, except its Excluded Swap Obligations. Each U.S. Domiciled Obligor agrees that its guaranty obligations hereunder constitute a continuing guaranty of payment and not of collection, that such obligations shall not be discharged until Full Payment of the Obligations, and that such obligations are absolute and unconditional, irrespective of (a) the genuineness, validity, regularity, enforceability, subordination or any future modification of, or change in, any Obligations or Loan Document, or any other document, instrument or agreement to which any Obligor is or may become a party or be bound; (b) the absence of any action to enforce this Agreement (including this Section 5.10 ) or any other Loan Document, or any waiver, consent or indulgence of any kind by Agent or any Lender with respect thereto; (c) the existence, value or condition of, or failure to perfect a Lien or to preserve rights against, any security or guaranty for any Obligations or any action, or the absence of any action, by Agent or any Lender in respect thereof (including the release of any security or guaranty); (d) the insolvency of any Obligor; (e) any election by Agent or any Lender in an Insolvency Proceeding for the application of Section 1111(b)(2) of the Bankruptcy Code; (f) any borrowing or grant of a Lien by any other Obligor, as debtor-in-possession under Section 364 of the Bankruptcy Code or otherwise; (g) the disallowance of any claims of Agent or any Lender against any Obligor for the repayment of any Obligations under

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Section 502 of the Bankruptcy Code or otherwise; or (h) any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, except Full Payment of the Obligations.

5.10.2 Waivers by U.S. Domiciled Obligors .

(a) Each U.S. Domiciled Obligor hereby expressly waives all rights that it may have now or in the future under any statute, at common law, in equity or otherwise, to compel Agent or Lenders to marshal assets or to proceed against any Obligor, other Person or security for the payment or performance of any Obligations before, or as a condition to, proceeding against such Obligor. Each U.S. Domiciled Obligor waives all defenses available to a surety, guarantor or accommodation co-obligor other than Full Payment of Obligations and waives, to the maximum extent permitted by law, any right to revoke any guaranty of Obligations as long as it is an Obligor. It is agreed among each U.S. Domiciled Obligor, Agent and Lenders that the provisions of this Section 5.10 are of the essence of the transaction contemplated by the Loan Documents and that, but for such provisions, Agent and Lenders would decline to make Loans and issue Letters of Credit. Each U.S. Domiciled Obligor acknowledges that its guaranty pursuant to this Section is necessary to the conduct and promotion of its business, and can be expected to benefit such business.

(b) Agent and Lenders may, in their discretion, pursue such rights and remedies as they deem appropriate, including realization upon Collateral or any Real Estate by judicial foreclosure or non-judicial sale or enforcement, without affecting any rights and remedies under this Section 5.10 . If, in taking any action in connection with the exercise of any rights or remedies, Agent or any Lender shall forfeit any other rights or remedies, including the right to enter a deficiency judgment against any U.S. Domiciled Obligor or other Person, whether because of any Applicable Laws pertaining to “election of remedies” or otherwise, each U.S. Domiciled Obligor consents to such action and waives any claim based upon it, even if the action may result in loss of any rights of subrogation that any U.S. Domiciled Obligor might otherwise have had. Any election of remedies that results in denial or impairment of the right of Agent or any Lender to seek a deficiency judgment against any U.S. Domiciled Obligor shall not impair any other U.S. Domiciled Obligor’s obligation to pay the full amount of the Obligations. Each U.S. Domiciled Obligor waives all rights and defenses arising out of an election of remedies, such as nonjudicial foreclosure with respect to any security for Obligations, even though that election of remedies destroys such U.S. Domiciled Obligor’s rights of subrogation against any other Person. Agent may bid Obligations, in whole or part, at any foreclosure, trustee or other sale, including any private sale, and the amount of such bid need not be paid by Agent but shall be credited against the Obligations. The amount of the successful bid at any such sale, whether Agent or any other Person is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral, and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this Section 5.10 , notwithstanding that any present or future law or court decision may have the effect of reducing the amount of any deficiency claim to which Agent or any Lender might otherwise be entitled but for such bidding at any such sale.

5.10.3 Extent of Liability of U.S. Domiciled Obligors; Contribution .

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(a) Notwithstanding anything herein to the contrary, each U.S. Domiciled Obligor’s liability under this Section 5.10 shall not exceed the greater of (i) all amounts for which such U.S. Domiciled Obligor is primarily liable, as described in clause (c) below, and (ii) such U.S. Domiciled Obligor’s Allocable Amount.

(b) If any U.S. Domiciled Obligor makes a payment under this Section 5.10 of any Obligations (other than amounts for which such U.S. Domiciled Obligor is primarily liable) (a “ Guarantor Payment ”) that, taking into account all other Guarantor Payments previously or concurrently made by any other U.S. Domiciled Obligor, exceeds the amount that such U.S. Domiciled Obligor would otherwise have paid if each U.S. Domiciled Obligor had paid the aggregate Obligations satisfied by such Guarantor Payments in the same proportion that such U.S. Domiciled Obligor’s Allocable Amount bore to the total Allocable Amounts of all U.S. Domiciled Obligors, then such U.S. Domiciled Obligor shall be entitled to receive contribution and indemnification payments from, and to be reimbursed by, each other U.S. Domiciled Obligor for the amount of such excess, ratably based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. The “ Allocable Amount ”for any U.S. Domiciled Obligor shall be the maximum amount that could then be recovered from such U.S. Domiciled Obligor under this Section 5.10 without rendering such payment voidable under Section 548 of the Bankruptcy Code or under any applicable state fraudulent transfer or conveyance act, or similar statute or common law.

(c) Section 5.10.3(a) shall not limit the liability of any U.S. Domiciled Obligor to pay or guarantee Loans made directly or indirectly to it (including Loans advanced hereunder to any other Person and then re-loaned or otherwise transferred to, or for the benefit of, such Obligor), U.S. LC Obligations relating to U.S. Letters of Credit issued to support such Obligor’s business, Secured Bank Product Obligations incurred to support such Obligor’s business, and all accrued interest, fees, expenses and other related Obligations with respect thereto, for which such Obligor shall be primarily liable for all purposes hereunder. Agent and Lenders shall have the right, at any time in their discretion, to condition Loans and Letters of Credit upon a separate calculation of borrowing availability for each Borrower and to restrict the disbursement and use of Loans and Letters of Credit to a Borrower based on that calculation.

(d) Each U.S. Domiciled Obligor that is a Qualified ECP when its guaranty of or grant of Lien as security for a Swap Obligation becomes effective hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide funds or other support to each Specified Obligor with respect to such Swap Obligation as may be needed by such Specified Obligor from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP’s obligations and undertakings under this Section 5.10 voidable under any applicable fraudulent transfer or conveyance act). The obligations and undertakings of each U.S. Domiciled Obligor that is a Qualified ECP under this Section shall remain in full force and effect until Full Payment of all Obligations. Each Obligor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support or other agreement” for the benefit of, each Obligor for all purposes of the Commodity Exchange Act.

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5.10.4 Joint and Several Liability of Foreign Domiciled Obligors . Each Foreign Domiciled Obligor agrees that it is jointly and severally liable for, and absolutely, irrevocably and unconditionally guarantees to Agent and Foreign Lenders the prompt payment and performance of, all Foreign Facility Obligations. Each Foreign Domiciled Obligor agrees that its guaranty obligations as a Foreign Facility Guarantor hereunder constitute a continuing guaranty of payment and not of collection, that such guaranty obligations shall not be discharged until Full Payment of the Foreign Facility Obligations, and that such guaranty obligations are absolute and unconditional, irrespective of (a) the genuineness, validity, regularity, enforceability, subordination or any future modification of, or change in, any Foreign Facility Obligations or Loan Document, or any other document, instrument or agreement to which any Obligor is or may become a party or be bound; (b) the absence of any action to enforce this Agreement (including this Section 5.10.4 ) or any other Loan Document, or any waiver, consent or indulgence of any kind by Agent or any Foreign Lender with respect thereto; (c) the existence, value or condition of, or failure to perfect, register, stamp or terminate a Lien or to preserve rights against, any security or guaranty for any Foreign Facility Obligations or any action, or the absence of any action, by Agent or any Foreign Lender in respect thereof (including the release of any security or guaranty); (d) the insolvency of any Foreign Domiciled Obligor; (e) any election by Agent or any Foreign Lender in an Insolvency Proceeding for the application of Section 1111(b)(2) of the Bankruptcy Code (or the equivalent under any other debtor relief law); (f) any borrowing or grant of a Lien by any other Obligor, as debtor-in-possession under Section 364 of the Bankruptcy Code (or the equivalent under any other debtor relief law) or otherwise; (g) the disallowance of any claims of Agent or any Lender against any Obligor for the repayment of any Obligations under Section 502 of the Bankruptcy Code (or the equivalent under any other debtor relief law) or otherwise; or (h) any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, except Full Payment of all Foreign Facility Obligations.

5.10.5 Waivers by Foreign Domiciled Obligors .

(a) Each Foreign Domiciled Obligor hereby expressly waives all rights that it may have now or in the future under any statute, at common law, in equity or otherwise, to compel Agent, Security Trustee or Lenders to marshal assets or to proceed against any Obligor, other Person or security for the payment or performance of any Foreign Facility Obligations before, or as a condition to, proceeding against such Obligor. Each Foreign Domiciled Obligor waives all defenses available to a surety, guarantor or accommodation co-obligor other than Full Payment of Foreign Facility Obligations and waives, to the maximum extent permitted by law, any right to revoke any guaranty of Foreign Facility Obligations as long as it is an Obligor. It is agreed among each Foreign Domiciled Obligor, Agent and Lenders that the provisions of this Section 5.10.5 are of the essence of the transaction contemplated by the Loan Documents and that, but for such provisions, Agent and Lenders would decline to make Loans and issue Letters of Credit. Each Foreign Domiciled Obligor acknowledges that its guaranty pursuant to this Section is necessary to the conduct and promotion of its business, and can be expected to benefit such business.

(b) Agent, Security Trustee and Foreign Lenders may, in their discretion, pursue such rights and remedies as they deem appropriate, including realization upon Collateral or any Real Estate by judicial foreclosure or non-judicial sale or enforcement, without affecting any rights

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and remedies under this Section 5.10.5 . If, in taking any action in connection with the exercise of any rights or remedies, Agent, Security Trustee or any Foreign Lender shall forfeit any other rights or remedies, including the right to enter a deficiency judgment against any Foreign Domiciled Obligor or other Person, whether because of any Applicable Laws pertaining to “election of remedies” or otherwise, each Foreign Domiciled Obligor consents to such action and waives any claim based upon it, even if the action may result in loss of any rights of subrogation that any Foreign Domiciled Obligor might otherwise have had. Any election of remedies that results in denial or impairment of the right of Agent, Security Trustee or any Lender to seek a deficiency judgment against any Foreign Domiciled Obligor shall not impair any other Foreign Domiciled Obligor’s obligation to pay the full amount of the Foreign Facility Obligations. Each Foreign Domiciled Obligor waives all rights and defenses arising out of an election of remedies, such as nonjudicial foreclosure with respect to any security for Foreign Facility Obligations, even though that election of remedies destroys such Foreign Domiciled Obligor’s rights of subrogation against any other Person. Agent or Security Trustee may bid Foreign Facility Obligations, in whole or part, at any foreclosure, trustee or other sale, including any private sale, and the amount of such bid need not be paid by Agent or Security Trustee but shall be credited against the Foreign Facility Obligations. The amount of the successful bid at any such sale, whether Agent, Security Trustee or any other Person is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral, and the difference between such bid amount and the remaining balance of the Foreign Facility Obligations shall be conclusively deemed to be the amount of the Foreign Facility Obligations guaranteed under this Section 5.10.5 , notwithstanding that any present or future law or court decision may have the effect of reducing the amount of any deficiency claim to which Agent, Security Trustee or any Foreign Lender might otherwise be entitled but for such bidding at any such sale.

5.10.6 Joint Enterprise . Each Borrower has requested that Agent and Lenders make this credit facility available to Borrowers on a combined basis, in order to finance Borrowers’ business most efficiently and economically. Borrowers’ business is a mutual and collective enterprise, and the successful operation of each Borrower is dependent upon the successful performance of the integrated group. Borrowers believe that consolidation of their credit facility will enhance the borrowing power of each Borrower and ease administration of the facility, all to their mutual advantage. Borrowers acknowledge that Agent’s and Lenders’ willingness to extend credit and to administer the Collateral on a combined basis hereunder is done solely as an accommodation to Borrowers and at Borrowers’ request.

5.10.7 Subordination . Each Obligor hereby subordinates any claims, including any rights at law or in equity to payment, subrogation, reimbursement, exoneration, contribution, indemnification or set off, that it may have at any time against any other Obligor, howsoever arising, to the Full Payment of its Obligations.

5.11 Foreign Domiciled Obligors . For the avoidance of doubt, and notwithstanding anything herein or in the other Loan Documents to the contrary, the Foreign Domiciled Obligors shall only have liability for, and be obligated in connection with, the Foreign Loans and the other Foreign Facility Obligations and in any event shall not have any liability for or in connection with

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any of the U.S. Facility Obligations (other than the Foreign Facility Obligations), in each case unless such Foreign Domiciled Obligor has expressly guaranteed such U.S. Facility Obligations.

SECTION 6. CONDITIONS PRECEDENT

6.1 Conditions Precedent to Initial Loans . In addition to the conditions set forth in Section 6.2 , Lenders and Issuing Banks shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“ Closing Date ”) that each of the following conditions has been satisfied (or waived by Agent with the consent of all Lenders):

(a) Each Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof.

(b) Except as provided on Schedule 10.1.11 , Agent shall have received satisfactory evidence that Agent and/or Security Trustee shall have a valid and perfected first priority (except as otherwise permitted hereunder) Lien in the Collateral (including acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral) and that all Liens on the Collateral other than Permitted Liens have been (or are being) terminated.

(c) Agent shall have received evidence of the establishment of each Dominion Account and related lockboxes (or similar arrangements acceptable to the Agent), together with fully-executed Deposit Account Control Agreements with respect thereto and covering the other Deposit Accounts listed on Schedule 8.5 , in each case as required by Sections 8.2.4 and 8.5 .

(d) Agent shall have received certificates, in form satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying that, after giving effect to the initial Loans and transactions hereunder, (i) such Borrower is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents as of the Closing Date.

(e) Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; (iii) to the title, name and signature of each Person authorized to sign the Loan Documents; and (iv) that attached thereto are all governmental and third party consents and approvals as may be appropriate for such Obligor to obtain in connection with this Agreement (or a statement that no such consents or approvals are required). Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.

(f) Agent shall have received a written opinion of Jones Day, as UK counsel to the UK Domiciled Obligors and U.S. counsel to the Obligors, Norton Rose Fulbright, as Dutch and

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UK counsel to Agent, as well as any other local counsel to Obligors or Agent, in form and substance satisfactory to Agent.

(g) Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor (to the extent applicable in an Obligor’s jurisdiction of organization), issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization.

(h) Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Obligors, all in compliance with the Loan Documents, and, if applicable, the designation of Agent as loss payee as its interest may appear thereunder, in each case, in form and substance satisfactory to Agent.

(i) No material adverse change in the financial condition of any Borrower or of the Obligors, taken as a whole, shall have occurred since December 31, 2012.

(j) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date, including all fees and expenses due under the Fee Letters.

(k) Agent shall have received a Borrowing Base Certificate prepared as of November 30, 2013. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Total Excess Availability shall be at least $100,000,000.

(l) All Debt arising under the Existing Credit Agreements shall have been repaid in full, and Agent shall have received satisfactory payoff letters, lien release documentation or similar agreements which evidence the foregoing.

(m) Any information reasonably required by a Lender and any other Secured Party to enable it to meet its internal “know your customer” compliance requirements and normal operating procedures shall have been delivered.

(n) There shall be no action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that in Agent’s judgment could reasonably be expected to have a Material Adverse Effect.

(o) Agent shall have received (a) financial projections of Parent through 2017 which, among other things, evidence Borrowers’ ability to comply with the Fixed Charge Coverage Ratio and (b) interim financial statements for Parent and its Subsidiaries as of October 31, 2013.

(p) Agent shall have received UCC and Lien searches and other evidence satisfactory to Agent that its and/or Security Trustees’ Liens are the only Liens upon the Collateral, except Permitted Liens.

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(q) Each Obligor shall deliver to Agent a completed Perfection Certificate, executed and delivered by a Senior Officer of such Obligor, together with all attachments contemplated thereby.

For purposes of determining compliance with the conditions specified in this Section 6.1 , each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable to a Lender or Agent unless Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

6.2 Conditions Precedent to All Credit Extensions . Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers, unless the following conditions are satisfied:

(a) No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;

(b) The representations and warranties of each Obligor in the Loan Documents shall be true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) on the date of, and upon giving effect to, such funding, issuance or grant (except for representations and warranties that expressly relate to an earlier date which shall be true and correct on such date);

(c) Availability of not less than the amount of the proposed Borrowing shall exist; and

(d) With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied.

Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant.

SECTION 7. COLLATERAL

7.1 Grant of Security Interest . To secure the prompt payment and performance of all Obligations (including all Obligations of the Guarantors), each U.S. Domiciled Obligor hereby grants to Agent, for the benefit of the Secured Parties, a continuing security interest in and Lien upon all of the following Property of such Obligor, whether now owned or hereafter acquired, and wherever located:

(a) all Accounts;

(b) all Chattel Paper, including electronic chattel paper;

(c) all Commercial Tort Claims, including those shown on Schedule 9.1.15 ;

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(d) all Deposit Accounts, Commodities Accounts and Securities Accounts, including all cash, marketable securities, securities entitlements, financial assets and other funds held in or on deposit in any of the foregoing;

(e) all Documents and rental contracts;

(f) all General Intangibles (including payment intangibles but excluding Intellectual Property) and all rights under Hedging Agreements;

(g) all Goods (including Inventory but excluding Equipment and fixtures);

(h) all Instruments;

(i) all Investment Property;

(j) all Letter-of-Credit Rights;

(k) all Supporting Obligations;

(l) all monies, whether or not in the possession or under the control of Agent, a Lender, or a bailee or Affiliate of Agent or a Lender, including any Cash Collateral;

(m) all accessions to, substitutions for, and all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any Collateral; and

(n) all books and records (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records) pertaining to the foregoing.

Notwithstanding the foregoing, (i) no security interest is being granted to Agent under this Section 7.1 in any Excluded Asset, (ii) until the PP&E Component Implementation Date, no security interest is being granted to Agent under this Section 7.1 in any PP&E Collateral and (iii) the Collateral granted under this Section 7.1 in respect of Equity Interests shall (A) subject to the proviso below, exclude (1) Equity Interests of any Subsidiary organized under the laws of Canada, the People’s Republic of China, France, Germany, Hong Kong, India, Mauritius and Singapore or any province or territory thereof, and (2) prior to the Australian Borrower Activation Date, Equity Interests of any Australian Subsidiary and (B) with respect to Equity Interests in any Foreign Subsidiary or CFC Holdco, be limited to 65% of the Voting Stock of such Foreign Subsidiary or CFC Holdco and 100% of any Equity Interests that do not constitute Voting Stock of such Foreign Subsidiary or CFC Holdco, in each case, owned directly by Parent or any Domestic Subsidiary; provided, that, if at any time after the Closing Date any Subsidiary whose Equity Interests are excluded from the Collateral pursuant to clause (iii)(A) above (other than any Subsidiary whose Equity Interests are also excluded from the Collateral pursuant to clause (i) above) owns assets exceeding $10,000,000 in value, the U.S. Borrower Agent shall promptly notify Agent in writing and if requested by Agent shall cause the applicable U.S. Domiciled Obligor to, within 30 days following such request, execute and deliver to Agent a supplement, joinder or other modification

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to this Agreement and/or, to the extent requested by Agent, enter into a new Security Document in form and substance satisfactory to Agent (including local law security, if applicable), pursuant to which such Obligor grants a security interest to Agent in the Equity Interests of such Subsidiary (subject to the limitations in clause (iii)(B) above). Notwithstanding the foregoing, the Agent may grant exceptions to the requirement for the creation or perfection of Liens in particular Property if, in the reasonable judgment of Agent, the costs or consequences of such creation or perfection will be excessive in view of the benefits to be obtained from the Secured Parties therefrom.

7.2 Lien on Deposit Accounts; Cash Collateral .

7.2.1 Deposit Accounts . To further secure the prompt payment and performance of its Obligations, each U.S. Domiciled Obligor hereby grants to Agent a continuing security interest in and Lien upon all amounts credited to any Deposit Account of such U.S. Domiciled Obligor, including sums in any blocked, lockbox, sweep or collection account. Each Obligor hereby authorizes and directs each bank or other depository to deliver to Agent, upon request, all balances in any Deposit Account maintained for such Obligor, without inquiry into the authority or right of Agent to make such request.

7.2.2 Cash Collateral . Any Cash Collateral may be invested, at Agent’s discretion (and with the consent of the applicable Borrower Agent, as long as no Event of Default exists), but Agent shall have no duty to do so, regardless of any agreement or course of dealing with any Obligor, and shall have no responsibility for any investment or loss. To further secure the prompt payment and performance of all Obligations, each U.S. Domiciled Obligor hereby grants to Agent, for the benefit of the Secured Parties, a continuing security interest in and Lien upon all Cash Collateral of such U.S. Domiciled Obligor from time to time and all proceeds thereof, whether such Cash Collateral is held in a Cash Collateral Account or otherwise. The Foreign Domiciled Obligors shall grant Liens to Security Trustee on Cash Collateral pursuant to the relevant Security Documents. Agent and Security Trustee may apply Cash Collateral of a U.S. Domiciled Obligor to the payment of any Obligations and a Foreign Domiciled Obligor to the payment of any Foreign Facility Obligations, in each case, first to the Obligations for which such Cash Collateral Account was established or otherwise in accordance with Section 5 hereof. Each Cash Collateral Account and all Cash Collateral shall be under the sole dominion and control of Agent and Security Trustee. No U.S. Domiciled Obligor or other Person claiming through or on behalf of any U.S. Domiciled Obligor shall have any right to any Cash Collateral, until Full Payment of all Obligations. No Foreign Domiciled Obligor or other Person claiming through or on behalf of any Foreign Domiciled Obligor shall have any right to any Cash Collateral, until Full Payment of all Foreign Facility Obligations.

7.3 PP&E Collateral . On or prior to the PP&E Component Implementation Date, (a) each Obligor shall grant Liens to Agent or Security Trustee, as applicable, in all of its PP&E Collateral pursuant to security documents in form and substance satisfactory to Agent or Security Trustee, as applicable, (b) with respect to any owned Real Estate, the applicable Obligor shall execute, deliver and record a Mortgage sufficient to create a first priority Lien in favor of Agent or Security Trustee on such Real Estate (subject to Customary Permitted Liens) and shall deliver all Real Estate Related Documents, and (c) with respect to any Intellectual Property, the applicable

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Obligor shall execute, deliver and record an IP Assignment. If any Obligor acquires owned Real Estate thereafter, such Obligor shall, within 30 days (or such later time as Agent may agree in its discretion), execute, deliver and record a Mortgage sufficient to create a first priority Lien in favor of Agent or Security Trustee on such Real Estate (subject to Customary Permitted Liens), and shall deliver all Real Estate Related Documents for such Real Estate. Notwithstanding the foregoing, Obligors shall only be required to deliver a Mortgage and the Real Estate Related Documents with respect to owned Real Estate with a value exceeding $1,000,000 (as reasonably determined by Agent).

7.4 Pledged Collateral .

7.4.1 Pledged Equity Interests and Debt . As security for the payment or performance, as the case may be, in full of all Obligations, each U.S. Domiciled Obligor hereby assigns and pledges to Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such U.S. Domiciled Obligor’s right, title and interest in, to and under (i) the Equity Interests now owned or at any time hereafter acquired by such U.S. Domiciled Obligor in any Domestic Subsidiary other than a CFC Holdco and, to the extent required under the last paragraph of Section 7.1 , in any Foreign Subsidiary and CFC Holdco, including the Equity Interests set forth on Schedule 7.4 , and all certificates and other instruments representing such Equity Interests (collectively, the “ Pledged Equity Interests ”); (ii)the debt instruments now owned or at any time hereafter acquired by such U.S. Domiciled Obligor, including the debt instruments set forth on Schedule 7.4 , and all promissory notes and other instruments evidencing such debt instruments (collectively, the “ Pledged Debt ”); ( iii) all other Property that may be delivered to and held by the Agent pursuant to the terms of this Section; (iv) subject to Section 7.4.5 , all payments of principal or interest, dividends, cash, instruments and other Property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the Equity Interests and instruments referred to in clauses (i) , (ii) and (iii) above; (v) subject to Section 7.4.5 , all rights and privileges of such U.S. Domiciled Obligor with respect to the Equity Interests, instruments and other Property referred to in clauses (i) , (ii) , (iii) and (iv) above; and (vi) all proceeds of any and all of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “ Pledged Collateral ”).

7.4.2 Delivery of the Pledged Collateral .

(a) Each of the U.S. Domiciled Obligors agrees to deliver or cause to be delivered to the Agent any and all tangible Pledged Collateral at every time owned by such U.S. Domiciled Obligor promptly following its acquisition thereof.

(b) Each of the U.S. Domiciled Obligors will cause (i) all Debt of any of its Subsidiaries or any other of its Affiliates and (ii) following Agent’s request therefor, all Debt of any other Person that, in each case, is owing to such Obligor and exceeds $1,000,000 to be evidenced by a duly executed promissory note that is pledged and delivered to Agent pursuant to the terms hereof.

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(c) Upon delivery to Agent, (i) any Pledged Equity Interests shall be accompanied by undated transfer powers duly executed by the applicable U.S. Domiciled Obligor in blank or other instruments of transfer satisfactory to Agent and by such other instruments and documents as Agent may reasonably request and (ii) all other Property comprising part of the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable U.S. Domiciled Obligor in blank and by such other instruments and documents as Agent may reasonably request. Each delivery of Pledged Collateral after the date hereof shall be accompanied by a schedule describing the Pledged Collateral so delivered, which schedule shall be attached to Schedule 7.4 and made a part hereof; provided that failure to attach any such schedule hereto or any error in a schedule so attached shall not affect the validity of the pledge of any Pledged Collateral.

7.4.3 Pledge Related Representations, Warranties and Covenants . Each of the U.S. Domiciled Obligors hereby represents, warrants and covenants to the Agent and the Secured Parties that:

(a) Schedule 7.4 sets forth a true and complete list of (i) all the Equity Interests owned by such U.S. Domiciled Obligor and the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such U.S. Domiciled Obligor and required to be pledged hereunder and (ii) all debt owned by such U.S. Domiciled Obligor, and all promissory notes and other instruments evidencing such debt which are required to be pledged hereunder. Schedule 7.4 sets forth all Equity Interests, debt and promissory notes required to be pledged hereunder.

(b) The Pledged Equity Interests and Pledged Debt have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt, are legal, valid and binding obligations of the issuers thereof, subject to applicable debtor relief laws and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law).

(c) Except for the security interests granted hereunder, such U.S. Domiciled Obligor (i) is and, subject to any transfers or dispositions made in compliance with this Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Collateral listed on Schedule 7.4 , (ii) holds the same free and clear of all Liens (other than Permitted Liens or transfers or dispositions permitted under this Agreement), (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral (other than Permitted Liens or transfers or dispositions permitted under this Agreement) and (iv) will defend its title or interest thereto or therein against any and all Liens (other than Permitted Liens or transfers or dispositions permitted under this Agreement), however arising, of all Persons whomsoever.

(d) Each of the U.S. Domiciled Obligors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated.

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(e) No Governmental Approval or any other action by any Governmental Authority and no consent or approval of any securities exchange or any other Person (including stockholders, partners, members or creditors of the applicable Obligor) is or will be required for the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect).

(f) By virtue of the execution and delivery by each U.S. Domiciled Obligor of this Agreement (or a supplement or joinder to this Agreement) or, when any Pledged Collateral of any such U.S. Domiciled Obligor is delivered to Agent (or its gratuitous bailee) in accordance with this Agreement, Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Collateral as security for the payment and performance of the Obligations.

7.4.4 Registration in Nominee Name; Denominations . Agent shall have the right (in its sole and absolute discretion) to hold the Pledged Collateral in its own name as pledgee, in the name of its nominee (as pledgee or as sub-agent) or in the name of the applicable U.S. Domiciled Obligor, endorsed or assigned in blank or in favor of Agent. Each of the U.S. Domiciled Obligors will promptly give to Agent copies of any notices or other communications received by it with respect to its Pledged Collateral. Agent shall at all times have the right to exchange the certificates representing Pledged Collateral for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

7.4.5 Voting Rights; Dividends and Interest .

(a) Unless and until an Event of Default shall have occurred and be continuing and Agent shall have notified the U.S. Borrower Agent that the U.S. Domiciled Obligors’ rights under this Section are being suspended:

(i) Each of the U.S. Domiciled Obligors shall be entitled to exercise any and all voting and other consensual rights and powers inuring to an owner of Pledged Collateral or any part thereof for any purpose consistent with the terms of this Agreement and the other Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Collateral or the rights and remedies of Agent or any other Secured Party under this Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same.

(ii) Agent shall execute and deliver to each U.S. Domiciled Obligor, or cause to be executed and delivered to it, all such proxies, powers of attorney and other instruments as such U.S. Domiciled Obligor may reasonably request for the purpose of enabling such U.S. Domiciled Obligor to exercise the voting and other consensual rights and powers it is entitled to exercise pursuant to paragraph (i) above.

(iii) Each of the U.S. Domiciled Obligors shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of its Pledged Collateral to the extent and only to

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the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of this Agreement, the other Loan Documents and Applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Collateral or received in exchange for Pledged Collateral or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral and, if received by such Obligor, shall be held in trust for the benefit of the Agent, shall be segregated from other Property or funds of such Obligor and shall be forthwith delivered to the Agent upon demand in the same form as so received (with any necessary endorsement).

(b) Upon the occurrence and during the continuance of an Event of Default, after Agent shall have notified U.S. Borrower Agent of the suspension of each of the U.S. Domiciled Obligors’ rights under paragraph (a)(iii) of this Section, all rights of each of the U.S. Domiciled Obligors to dividends, interest, principal or other distributions that such U.S. Domiciled Obligor is authorized to receive pursuant to paragraph (a)(iii) of this Section shall cease, and all such rights shall thereupon become vested in Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any U.S. Domiciled Obligor contrary to the provisions of this Section shall be held in trust for the benefit of Agent, shall be segregated from other Property or funds of such U.S. Domiciled Obligor and shall be forthwith delivered to Agent upon demand in the same form as so received (with any necessary endorsement). Any and all money and other Property paid over to or received by Agent pursuant to the provisions of this paragraph shall be retained by Agent in an account to be established by Agent upon receipt of such money or other Property, shall be held as security for Obligations and shall be applied in accordance with the provisions of Section 5.5 .

(c) Upon the occurrence and during the continuance of an Event of Default, after Agent shall have notified U.S. Borrower Agent of the suspension of the U.S. Domiciled Obligors’ rights under paragraph (a)(i) of this Section, all rights of each of the U.S. Domiciled Obligors to exercise the voting and other consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section, and the obligations of Agent under paragraph (a)(ii) of this Section, shall cease, and all such rights shall thereupon become vested in Agent, which shall have the sole and exclusive right and authority to exercise such voting and other consensual rights and powers; provided that, unless otherwise directed by the Required Lenders, Agent shall have the right from time to, in its sole discretion, notwithstanding the continuance of an Event of Default, to permit such Obligor to exercise such rights and powers.

7.5 Other Collateral .

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7.5.1 Commercial Tort Claims . U.S. Borrower Agent shall promptly notify Agent in writing if any U.S. Domiciled Obligor has a Commercial Tort Claim (other than, as long as no Default or Event of Default exists, a Commercial Tort Claim for less than $2,500,000), shall promptly amend Schedule 9.1.15 to include such claim, and shall take such actions as Agent deems reasonably appropriate to subject such claim to a duly perfected, first priority Lien in favor of Agent.

7.5.2 Certain After-Acquired Collateral . The applicable Borrower Agent shall promptly notify Agent in writing if, after the Closing Date, any Obligor obtains any interest in any Collateral consisting of Deposit Accounts (other than Excluded Deposit Accounts), Securities Accounts, Commodities Accounts, Chattel Paper, Documents, Instruments, Investment Property, Letter-of-Credit Rights or, following the PP&E Component Implementation Date, Intellectual Property and, upon Agent’s or Security Trustee’s request, shall promptly take such actions as Agent or Security Trustee deems reasonably appropriate to effect Agent’s or Security Trustee’s duly perfected, first priority Lien upon such Collateral, including obtaining any appropriate possession, control agreement or Lien Waiver. If any Collateral is in the possession of a third party, at Agent’s or Security Trustee’s request, Obligors shall obtain an acknowledgment that such third party holds the Collateral for the benefit of Agent or Security Trustee.

7.6 Limitations . The Lien on Collateral granted hereunder is given as security only and shall not subject Agent, Security Trustee or any Lender to, or in any way modify, any obligation or liability of Obligors relating to any Collateral. In no event shall the grant of any Lien under any Loan Document secure an Excluded Swap Obligation of the granting Obligor.

7.7 Further Assurances . All Liens granted to Agent under the Loan Documents by (a) the U.S. Domiciled Obligors are for the benefit of the Secured Parties and (b) the Foreign Domiciled Obligors are for the benefit of the Foreign Facility Secured Parties. Promptly upon request, Obligors shall deliver such instruments and agreements, and shall take such actions, as Agent or Security Trustee deems reasonably appropriate under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Agreement. Each Obligor authorizes Agent to file any financing statement that describes the Collateral as “all assets” or “all personal property” of such Obligor, or words to similar effect, and ratifies any action taken by Agent or Security Trustee before the Closing Date to effect or perfect its Lien on any Collateral.

7.8 Excluded Creation and Perfection Actions . Notwithstanding anything to the contrary set forth herein or in any other Loan Document, no Property of any Foreign Domiciled Obligor will secure the U.S. Facility Obligations (other than the Foreign Facility Obligations) unless such Foreign Domiciled Obligor has expressly guaranteed the U.S. Facility Obligations. In addition, the creation or perfection of Liens in particular Property will not be required if, in the reasonable judgment of Agent, the costs or consequences of such creation or perfection will be excessive in view of the benefits to be obtained by the Secured Parties therefrom.

SECTION 8. COLLATERAL ADMINISTRATION

8.1 Borrowing Base Certificates . By the second Wednesday of each calendar month, U.S. Borrower Agent shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate with respect to the Total Borrowing Base, the U.S. Borrowing Base and

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the Foreign Borrowing Base (including information regarding any retention of title from vendors to the Foreign Borrowers), in each case, prepared as of the close of business of the previous month; provided that U.S. Borrower Agent will be required to furnish Borrowing Base Certificates by the Wednesday following the end of each calendar week prepared as of the end of such calendar week during which either (i) Total Excess Availability (with the Total Borrowing Base determined by reference to the most recently delivered Borrowing Base Certificate) is less than 12.5% of the Commitments at any time or (ii) U.S. Excess Availability (with the U.S. Borrowing Base determined by reference to the most recently delivered Borrowing Base Certificate) is less than 12.5% of the U.S. Revolver Commitments at any time, and in each case continuing until the calendar week following the date that, at all times for 30 consecutive days, Total Excess Availability and U.S. Excess Availability have exceeded the thresholds set forth in clauses (i) and (ii) above, as applicable; provided , further , that the U.S. Borrower Agent will be required to furnish Borrowing Base Certificates within five Business Days following any (A) Asset Disposition other than an Asset Disposition under Section 10.2.5(a) , (b) or (c) and (B) casualty or condemnation relating to the loss of or destruction of Inventory, Equipment or Real Estate in an amount equal to or exceeding $10,000,000. The U.S. Borrower Agent may deliver updates to the Foreign Allocated U.S. Availability component of the Foreign Borrowing Base (x) when no Cash Dominion Event is continuing, once per calendar week and (y) at such other times as Agent may agree in its discretion. The inclusion of Accounts, Inventory, Equipment and Real Estate as eligible on any Borrowing Base Certificate shall constitute a representation and warranty by Borrowers that the eligibility criteria therefor are satisfied. All calculations of Availability in any Borrowing Base Certificate shall originally be made by the U.S. Borrower Agent and certified by a Senior Officer, provided that Agent may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution, quality, mix and other factors affecting Collateral; and (c) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve.

8.2 Administration of Accounts .

8.2.8 Records and Schedules of Accounts . Each Borrower shall keep accurate and complete records of its Accounts, including all payments and collections thereon, and shall submit to Agent sales, collection, reconciliation and other reports in form satisfactory to Agent, on such periodic basis as Agent may request. U.S. Borrower Agent shall provide to Agent, on or before the second Wednesday of each calendar month, a summary aged trial balance by Account Debtor of all Accounts of Borrowers as of the end of the preceding month. Promptly following Agent’s request therefor, U.S. Borrower Agent shall also provide to Agent (a) proof of invoice delivery, copies of invoices and invoice registers, copies of related documents, repayment histories, status reports and other information as Agent may reasonably request and (b) a detailed aged trial balance by Account Debtor of all Accounts of Borrowers as of the end of the preceding month, including each Account’s Account Debtor name and address, amount, invoice date and due date and showing any discount, allowance, credit, authorized return or dispute. If Accounts in an aggregate face amount of $2,000,000 or more cease to be Eligible Accounts, the applicable Borrower(s) or Borrower Agent shall notify Agent of such occurrence promptly (and in any event within one Business Day) after any Borrower has knowledge thereof.

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8.2.9 Taxes . If an Account of any Borrower includes a charge for any Taxes, Agent is authorized, in its discretion if such Borrower has not paid such Taxes when due and an Event of Default or a Cash Dominion Event has occurred and is continuing, to pay the amount thereof to the proper taxing authority for the account of such Borrower and to charge such Borrower therefor; provided , however , that neither Agent nor Lenders shall be liable for any Taxes that may be due from Borrowers or with respect to any Collateral.

8.2.10 Account Verification . Whether or not a Default or Event of Default exists, Agent shall have the right at any time, in the name of Agent, any designee of Agent or any Obligor, to verify the validity, amount or any other matter relating to any Accounts of Obligors by mail, telephone or otherwise. Obligors shall cooperate fully with Agent in an effort to facilitate and promptly conclude any such verification process.

8.2.11 Maintenance of Dominion Account . Obligors shall maintain Dominion Accounts pursuant to lockbox or other arrangements acceptable to Agent. Obligors shall obtain an agreement (in form and substance satisfactory to Agent) from each lockbox servicer and Dominion Account bank, establishing Agent’s or Security Trustee’s control over and Lien in the lockbox or Dominion Account, requiring immediate deposit of all remittances received in the lockbox to a Dominion Account, and waiving offset rights of such servicer or bank, except for customary administrative charges; provided that, except as provided below with respect to UK Domiciled Obligors, Dominion Accounts will be subject to springing dominion and are not required to be subject to full dominion unless and until a Cash Dominion Event is in effect. Except as provided below with respect to the Barclays Accounts and the Citibank UK Collection Accounts, Dominion Accounts for UK Domiciled Obligors shall be under the sole dominion and exclusive control of Agent (or European Security Trustee) whether or not a Cash Dominion Event exists; provided that collected funds will, in the discretion of Agent, either be disbursed from such Dominion Accounts to an operating account of one of such UK Domiciled Obligors or be applied to the Obligations of Foreign Domiciled Obligors. If a Dominion Account for UK Domiciled Obligors is not maintained with Bank of America or Bank of America (London), the applicable UK Domiciled Obligor, whether or not a Cash Dominion Event exists, shall take all steps necessary to cause such account to be subject to the exclusive control of Agent (or European Security Trustee) and for all cash receipts in any such account to be swept on a daily basis to a Dominion Account maintained with Bank of America or Bank of America (London); provided , that (a) any collection account of a UK Domiciled Obligor maintained at Barclays Bank plc as of the Closing Date (collectively, the “ Barclays Accounts ”) shall not be required to be subject to a Deposit Account Control Agreement so long as (i) cash receipts in the Barclays Accounts are swept on a daily basis to collection account numbers 10124664 (Euros), 10124656 (Sterling) and 10124648 (Dollars), as applicable, maintained with Citibank, N.A. (the “ Citibank UK Collection Accounts ”) and (ii) each Barclays Account shall be closed by no later than February 28, 2014 (as such date may be extended by Agent in its sole discretion) and (b) the Citibank UK Collection Accounts shall be (i) subject to springing dominion and shall not be required to be subject to full dominion unless and until a Cash Dominion Event is in effect and (ii) promptly closed after the requirements in the third and fourth sentences of Section 8.2.5 are satisfied. If a Dominion Account for U.S. Domiciled Obligors is not maintained with Bank of America, the Agent may, during the existence of any Cash Dominion Event, require such account to be subject to the exclusive control of Agent and immediate transfer of all cash receipts

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in such account to a Dominion Account maintained with Bank of America. If a Dominion Account for any of the Dutch Domiciled Obligors is not maintained with Bank of America or Bank of America (London), the Agent (or European Security Trustee) may, during the existence of any Cash Dominion Event, require such account to be subject to the exclusive control of Agent (or European Security Trustee) and immediate transfer of all cash receipts in such account to a Dominion Account maintained with Bank of America or Bank of America (London). If a Dominion Account for any of the Australian Domiciled Obligors is not maintained with Bank of America or Bank of America (Australia), the Agent (or Australian Security Trustee) may, during the existence of any Cash Dominion Event, require such account to be subject to the exclusive control of Agent (or Australian Security Trustee) and immediate transfer of all cash receipts in such account to a Dominion Account maintained with Bank of America or Bank of America (Australia). Promptly upon request, the Obligors shall deliver such instruments and agreements, and shall take such actions, as Agent or the applicable Security Trustee deems reasonably appropriate under Applicable Law to evidence or perfect its Lien on any collection accounts maintained outside of Australia, the Netherlands, the UK and the U.S., or otherwise to give effect to the intent of this Agreement. The Agent, Security Trustee and Lenders assume no responsibility to Obligors for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to any Payment Items accepted by any bank.

8.2.12 Proceeds of Collateral . Obligors shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts or otherwise relating to Collateral are made directly to a Dominion Account (or a lockbox relating to a Dominion Account). If any Obligor receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for Agent or Security Trustee and promptly (not later than the next Business Day) deposit same into a Dominion Account. Within 180 days of the Closing Date, each UK Domiciled Obligor and Dutch Domiciled Obligor shall establish Dominion Accounts (subject to (a) a fixed charge (in the case of each UK Domiciled Obligor) or (b) a floating charge (in the case of each Dutch Domiciled Obligor) in favor of Agent or European Security Trustee) at Bank of America (London) for collection of Accounts from its Account Debtors. Each UK Domiciled Obligor and Dutch Domiciled Obligor shall cause its Account Debtors to make all payments of such Obligor’s Accounts to such Dominion Accounts and grant (i) in the case of each UK Domiciled Obligor, a supplemental fixed security and (ii) in the case of each Dutch Domiciled Obligor, a floating charge over such Dominion Accounts and its Accounts within 270 days of the Closing Date or such longer period as may be agreed to by Agent. Cash pooling arrangements for Foreign Domiciled Obligors shall be structured and documented in a manner satisfactory to Agent and Security Trustee; provided that, in order for any Foreign Subsidiary (including NMH Italy) to participate in any cash pooling arrangements, such Foreign Subsidiary must be a Foreign Facility Guarantor; provided , further , that the Agent confirms that (A) until such time as the requirements in the third and fourth sentences of this Section 8.2.5 are satisfied, the cash pooling arrangements of the Foreign Domiciled Obligors as of the Closing Date are satisfactory to Agent and Security Trustee and (B) on the date that the requirements in the third and fourth sentences of this Section 8.2.5 are satisfied (and assuming there have been no other modifications or changes to the cash pooling arrangements since the Closing Date and compliance with the first proviso of this sentence), the cash pooling arrangements of the Foreign Domiciled Obligors will be satisfactory to Agent and Security Trustee as of such date that such requirements are satisfied.

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8.3 Administration of Inventory .

8.3.1 Records and Reports of Inventory . Each Obligor shall keep accurate and complete records of its Inventory, including costs and daily withdrawals and additions, and shall submit to Agent inventory and reconciliation reports in form satisfactory to Agent, on such periodic basis as Agent may request. Each Obligor shall conduct a physical inventory at least once per calendar year (and on a more frequent basis if requested by Agent when an Event of Default exists) and periodic cycle counts consistent with historical practices, and shall provide to Agent a report based on each such inventory and count promptly upon completion thereof, together with such supporting information as Agent may request. Agent may participate in and observe each physical count.

8.3.2 Returns of Inventory . No Obligor shall return any Inventory to a supplier, vendor or other Person, whether for cash, credit or otherwise, unless (a) such return is in the Ordinary Course of Business; (b) no Default, Event of Default or Overadvance exists or would result therefrom; (c) Agent is promptly notified if the aggregate Value of all Inventory returned in any month exceeds $2,000,000; and (iv) during a Cash Dominion Event, any payment received by an Obligor for a return is promptly remitted to Agent for application to the Obligations.

8.3.3 Acquisition, Sale and Maintenance . No Obligor shall acquire or accept any Inventory on consignment or approval, and shall take all steps to assure that all Inventory is produced in accordance with Applicable Law, including the FLSA. No Obligor shall sell any Inventory on consignment or approval or any other basis under which the customer may return or require an Obligor to repurchase such Inventory. Obligor shall use, store and maintain all Inventory with reasonable care and caution, in accordance with applicable standards of any insurance and in conformity with all Applicable Law, and shall make current rent payments (within applicable grace periods provided for in leases) at all locations where any Collateral is located.

8.4 Administration of Equipment . Following the PP&E Component Implementation Date:

8.4.1 Records and Schedules of Equipment . Each Obligor shall keep accurate and complete records of its Equipment, including kind, quality, quantity, cost, acquisitions and dispositions thereof, and shall submit to Agent, on such periodic basis as Agent may request, a current schedule thereof, in form satisfactory to Agent. Promptly upon request, Obligors shall deliver to Agent evidence of their ownership or interests in any Equipment.

8.4.2 Condition of Equipment . Each Obligor shall ensure that its Equipment is in good operating condition and repair, and all necessary replacements and repairs have been made so that the value and operating efficiency of the Equipment is preserved at all times, reasonable wear and tear excepted. Each Obligor shall ensure that the Equipment is mechanically and structurally sound, and capable of performing the functions for which it was designed, in accordance with manufacturer specifications. No Obligor shall permit any Equipment to become affixed to Real Estate unless any landlord or mortgagee delivers a Lien Waiver.

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8.5 Administration of Deposit Accounts . Schedule 8.5 sets forth all Deposit Accounts maintained by Obligors, including all Dominion Accounts. Each Obligor shall take all actions necessary to establish Agent’s or Security Trustee’s control of each such Deposit Account (other than an Excluded Deposit Account and any other Deposit Account with less than $250,000 on deposit therein at all times since the Closing Date on an individual basis (but not to exceed $2,500,000 on deposit therein for all such other Deposit Accounts at any time on an aggregate basis)). All Dominion Accounts shall be subject to Agent’s or Security Trustee’s control pursuant to Section 8.2.4 . Each Obligor shall be the sole account holder of each Deposit Account and shall not allow any other Person (other than Agent or Security Trustee) to have control over a Deposit Account or any Property deposited therein. Each Obligor shall promptly notify Agent of any opening or closing of a Deposit Account.

8.6 General Provisions .

8.6.1 Location of Collateral . All tangible items of Collateral, other than Inventory in transit, shall at all times be kept by Obligors at the business locations set forth in Schedule 8.6.1 , except that Obligors may (a) make sales or other dispositions of Collateral in accordance with Section 10.2.5 ; (b) in the case of any U.S. Domiciled Obligor, move Collateral to another location in the U.S.; (c) in the case of any Dutch Domiciled Obligor, move Collateral to another location in the Netherlands; (d) in the case of any UK Domiciled Obligor, move Collateral to another location in England and Wales or Northern Ireland; and (e) in the case of any Australian Domiciled Obligor, move Collateral to another location in Australia; provided that in the case of clauses (b) , (c) , (d) and (e) , the applicable Borrower Agent (i) shall provide 30 days prior written notice to the Agent of any new locations (or such lesser time as the Agent may agree) and (ii) shall take such actions prior to such move to ensure that the Agent or Security Trustee, as applicable, has a perfected first priority security interest in and Lien on such Collateral. With respect to any location in which there is, or is reasonably expected to be, during any period of thirty days or more, Inventory and, following the PP&E Component Implementation Date, Equipment with a fair market value of $250,000 or more, each Obligor shall use, and shall cause the Obligors to use, its commercially reasonable efforts to obtain and deliver to Agent a Lien Waiver.

8.6.2 Insurance of Collateral; Condemnation Proceeds .

(a) Each Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best’s Financial Strength Rating of at least A-VII, unless otherwise approved by Agent in its discretion) satisfactory to Agent. All proceeds under each policy shall be payable to Agent except as provided in Section 8.6.2(b) below. From time to time upon request, Obligors shall deliver to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree otherwise (giving due consideration to what is commercially available in the insurance market), each policy shall include satisfactory endorsements (i) showing Agent as loss payee; (ii) providing notice of cancellation; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy. If any Obligor fails to provide and pay for any insurance, Agent may, at

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its option, but shall not be required to, procure the insurance and charge Obligors therefor. While no Event of Default exists, Obligors may settle, adjust or compromise any insurance claim. If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

(b) Any proceeds of insurance (other than proceeds from workers’ compensation, fiduciary insurance or D&O insurance) and/or any awards arising from condemnation of any Collateral in excess of $1,000,000 per occurrence shall be paid to Agent (unless a Cash Dominion Event is continuing, in which case all such proceeds shall be paid to Agent). Any such proceeds or awards that relate to Inventory or business interruption shall be applied to payment of the Loans and then to the other Obligations. After the PP&E Component Implementation Date and subject to clause (c) below, any proceeds or awards that relate to Equipment or Real Estate shall be applied to Loans and then to other Obligations. Any other proceeds shall be returned to the relevant Obligor so long as no Cash Dominion Event exists.

(c) If requested by Obligors in writing within 15 days after Agent’s receipt of any insurance proceeds or condemnation awards relating to any loss or destruction of Equipment or Real Estate and so long as no Default or Cash Dominion Event exists or would result therefrom (including as a result of any decrease to the Borrowing Base from the loss or destruction of such Equipment or Real Estate), Obligors may use such proceeds or awards to repair or replace such Equipment or Real Estate (and until so used, the proceeds shall be held by Agent as Cash Collateral) pursuant to conditions and procedures reasonably approved by Agent (including that such replacement Equipment or Real Estate becomes Collateral).

8.6.3 Protection of Collateral . All expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral of an Obligor Group, all Taxes payable with respect to any Collateral of an Obligor Group (including any sale thereof), and all other payments required to be made by Agent to any Person to realize upon any Collateral of an Obligor Group, shall be borne and paid by Obligors of such Obligor Group. Agent shall not be liable or responsible in any way for the safekeeping of any Collateral, for any loss or damage thereto (except for reasonable care in its custody while Collateral is in Agent’s actual possession), for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency or other Person whatsoever, but the same shall be at Obligors’ sole risk.

8.6.4 Defense of Title . Each Obligor shall defend its title to Collateral and Agent’s Liens therein against all Persons, claims and demands, except Permitted Liens.

8.7 Power of Attorney . Each Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Obligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s designee, may, without notice and in either its or an Obligor’s name, but at the cost and expense of the Obligors within such Obligor’s Obligor Group:

(a) Endorse an Obligor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and

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(b) During an Event of Default, (i) notify any Account Debtors of Obligors of the assignment of their Accounts, demand and enforce payment of Accounts of Obligors by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts of Obligors; (ii) settle, adjust, modify, compromise, discharge or release any Accounts of Obligors or other Collateral, or any legal proceedings brought to collect Accounts of Obligors or Collateral; (iii) sell or assign any Accounts of Obligors and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or Securities Accounts of Obligors, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign an Obligor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor of such Obligor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to an Obligor, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, bill of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use an Obligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which an Obligor is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Obligor’s obligations under the Loan Documents.

SECTION 9. REPRESENTATIONS AND WARRANTIES

9.1 General Representations and Warranties . To induce Agent, the Lenders and the Issuing Banks to enter into this Agreement and to make available the Commitments, Loans and Letters of Credit, each Obligor (other than the Foreign Domiciled Obligors, which so represent and warrant in favor of the Foreign Facility Secured Parties only with respect to themselves and their separate liabilities, assets, business and operations; provided , that the foregoing limitation shall not be construed to result in the duplication of any materiality qualifications or threshold amounts set forth herein which, unless expressly stated otherwise, are intended to be on a consolidated basis for Parent and its Subsidiaries) represents and warrants that:

9.1.1 Organization and Qualification . Each of Parent and its Subsidiaries is duly organized or incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation (to the extent such jurisdiction provides for the designation of entities organized or incorporated thereunder as existing in good standing). Each of Parent and its Subsidiaries is duly qualified, authorized to do business and in good standing as a foreign corporation in each jurisdiction where failure to be so qualified could reasonably be expected to have a Material Adverse Effect. U.S. Borrowers have filed and maintained effective (unless exempt from the requirements for filing) a current Business Activity Report with the appropriate Governmental Authority in such states that require such filings in order to enforce rights in or against Collateral or obligors of Collateral located in such jurisdictions.

9.1.2 Power and Authority . Each Obligor is duly authorized to execute, deliver and perform its Loan Documents. The execution, delivery and performance of the Loan Documents

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have been duly authorized by all necessary action, and do not (a) require any consent or approval of any holders of Equity Interests of any Obligor, except those already obtained; (b) contravene the Organic Documents of any Obligor; (c) violate or cause a default under any Applicable Law or Material Contract; or (d) result in or require imposition of a Lien (other than Permitted Liens) on any Obligor’s Property. In relation to the execution, delivery and performance of the Loan Documents by each Dutch Domiciled Obligor, any action required to comply with the Dutch Works Councils Act ( Wet op de ondernemingsraden ) has been duly undertaken and an unconditional positive advice ( advies ) from each competent works council has been obtained.

9.1.3 Enforceability . Each Loan Document is a legal, valid and binding obligation of each Obligor party thereto, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

9.1.4 Capital Structure . Part (a) of Schedule 9.1.4 shows for each of Parent and each of its Subsidiaries, its name, jurisdiction of organization, issued Equity Interests, holders of its Equity Interests, and agreements binding on such holders with respect to such Equity Interests. Except as disclosed on Part (b) of Schedule 9.1.4 , in the five years preceding the Closing Date, neither Parent nor any of its Subsidiaries has acquired any substantial assets from any other Person nor been the surviving entity in a merger or combination. Each Obligor has good title to its Equity Interests in its Subsidiaries, subject only to Agent’s or Security Trustee’s Lien, and all such Equity Interests are duly issued, fully paid and non-assessable. There are no outstanding purchase options, warrants, subscription rights, agreements to issue or sell, convertible interests, phantom rights or powers of attorney relating to Equity Interests of any of Parent’s Subsidiaries.

9.1.5 Title to Properties; Priority of Liens . Each of Parent and each of its Subsidiaries has good and marketable title (except insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets) to all of the Collateral and other material assets and Property, including all Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens. Each of Parent and each of its Subsidiaries has paid and discharged all lawful claims that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. All Liens of Agent in the Collateral are duly perfected, first priority Liens, subject only to Permitted Liens that are expressly allowed to have priority over Agent’s Liens.

9.1.6 Accounts . Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Borrowers with respect thereto. Borrowers warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that:

(a) it is genuine and in all respects what it purports to be, and is not evidenced by a judgment;

(b) it arises out of a completed, bona fide sale and delivery of goods or rendition of services in the Ordinary Course of Business, and substantially in accordance with any purchase order, contract or other document relating thereto;

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(c) it is for a sum certain, maturing as stated in the invoice covering such sale or rendition of services, a copy of which has been furnished or is available to Agent on request;

(d) it is not subject to any offset, Lien (other than Agent’s or Security Trustee’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor, without contingency in any respect;

(e) no purchase order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC or other Applicable Law, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice;

(f) no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except discounts or allowances granted in the Ordinary Course of Business for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to Agent hereunder; and

(g) to the best of Borrowers’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable Borrower’s Credit and Collection Policies, is Solvent, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (iii) there are no proceedings or actions threatened or pending against any Account Debtor that could reasonably be expected to have a material adverse effect on the Account Debtor’s financial condition.

9.1.7 Financial Statements . The balance sheets, and related statements of income, cash flow and shareholder’s equity, of Parent and its Subsidiaries that have been and are hereafter delivered to Agent and Lenders, are prepared in all material respects in accordance with GAAP, except as noted therein, and fairly present in all material respects the financial positions and results of operations of Parent and Subsidiaries at the dates and for the periods indicated. All projections delivered from time to time to Agent and Lenders have been prepared in good faith, based on reasonable assumptions at the time prepared in light of the circumstances at such time. Since December 31, 2012, there has been no change in the condition, financial or otherwise, of Parent or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect. Each Obligor is Solvent.

9.1.8 Taxes . All federal and other material tax returns and reports of Parent and each Subsidiary required to be filed have been timely filed, and all taxes, assessments, fees and other governmental charges thereupon and upon their respective Property, assets, income and franchises which are shown in such returns or reports to be due and payable have been paid other than such taxes, assessments, fees and other governmental charges (i) which are being Properly Contested and (ii) the non-payment of which would not, individually or in the aggregate, result in a Material Adverse Effect. Neither Parent nor any Subsidiary has any knowledge of any proposed tax assessment against Parent or any Subsidiary that shall have or is reasonably likely to have a

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Material Adverse Effect. As of the Australian Borrower Activation Date, none of the Australian Domiciled Obligors is, or has ever been, a member of a GST Group.

9.1.9 Brokers . There are no brokerage commissions, finder’s fees or investment banking fees payable in connection with any transactions contemplated by the Loan Documents.

9.1.10 Intellectual Property . Each of Parent and each of its Subsidiaries owns or has the lawful right to use all Intellectual Property necessary for the conduct of its business, without conflict with any rights of others, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. There is no pending or, to any Obligor’s knowledge, threatened Intellectual Property Claim with respect to Parent, any of its Subsidiaries or any of their Property (including any Intellectual Property) which is reasonably likely to have a Material Adverse Effect. Except as disclosed on Schedule 9.1.10 neither Parent nor any of its Subsidiaries pays or owes any Royalty or other compensation to any Person with respect to any Intellectual Property.

9.1.11 Governmental Approvals . Each of Parent and each of its Subsidiaries has, is in compliance with, and is in good standing with respect to, all material Governmental Approvals necessary to conduct its business and to own, lease and operate its Properties. All necessary import, export or other licenses, permits or certificates for the import or handling of any goods or other Collateral have been procured and are in effect, and Parent and each of its Subsidiaries have complied with all foreign and domestic laws with respect to the shipment and importation of any goods or Collateral, except where noncompliance could not reasonably be expected to have a Material Adverse Effect.

9.1.12 Compliance with Laws . Each of Parent and each of its Subsidiaries has duly complied, and its Properties and business operations are in compliance, in all material respects with all Applicable Law, except where noncompliance could not reasonably be expected to have a Material Adverse Effect. No Inventory has been produced in the U.S. in violation of the FLSA.

9.1.13 Compliance with Environmental, Health or Safety Applicable Law . Except as could not reasonably be expected to have a Material Adverse Effect:

(a) the operations of Parent and its Subsidiaries comply in all respects with all applicable Environmental, Health or Safety Applicable Law;

(b) each of Parent and each Subsidiary has obtained all environmental, health and safety Permits necessary for its respective operations as currently conducted and Properties as currently used, and all such Permits are in good standing, and each of Parent and each Subsidiary is currently in compliance with all terms and conditions of such Permits;

(c) Parent, its Subsidiaries and their respective present or past Property or operations are not subject to or the subject of any currently effective or ongoing judicial or administrative proceeding, order, judgment, decree, dispute, negotiations, agreement, or settlement respecting (i) any violation of or liability under any Environmental, Health or Safety Applicable Law, (ii) any Remedial Action, or (iii) any Claims or liabilities and costs arising from the Release or threatened Release of a Contaminant into the environment;

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(d) Neither Parent nor any Subsidiary has filed any notice under any Applicable Law: (i) reporting to any Person or Governmental Authority a Release of a Contaminant within the past three years; (ii) reporting under Section 103(c) of CERCLA, indicating past or present treatment, storage or disposal of a hazardous waste, as that term is defined under 40 C.F.R. Part 261 or any state equivalent; or (iii) reporting a violation of any applicable Environmental, Health or Safety Applicable Law or condition in any Permit under an Environmental, Health or Safety Applicable Law within the past three years;

(e) none of the present or, to any Obligor’s knowledge, past Property of Parent or any Subsidiary is listed or proposed for listing on the National Priorities List (“ NPL ”) pursuant to CERCLA or on the Comprehensive Environmental Response Compensation Liability Information System List (“ CERCLIS ”) or any similar state list of sites requiring Remedial Action;

(f) neither Parent nor any Subsidiary has, to its knowledge, sent or directly arranged for the transport of any product, material or waste, to any current or proposed NPL site, or any site on any similar state list of sites requiring Remedial Action;

(g) there is not now in connection with or resulting from Parent or any Subsidiary’s operations, nor, to any Obligor’s knowledge, has there ever been on or in any of the current or former Property (i) any treatment, recycling, storage or disposal of any hazardous waste requiring a permit under 40 C.F.R. Parts 264 and 265 or any state equivalent, (ii) any solid waste landfill, waste pile, petroleum or hazardous waste, swamp, pit, pond, underground storage tank or surface impoundment, or (iii) a reportable or non-permitted Release to the environment of any Contaminant involving any polychlorinated biphenyls used in hydraulic oils, electrical transformers or other Equipment;

(h) to each of Parent’s and each Subsidiary’s knowledge, there have been no Releases of any Contaminants to the environment from any Property except (%5) in compliance with Environmental, Health or Safety Applicable Law, or (%5) which have been addressed to the satisfaction of the appropriate Governmental Authorities;

(i) no Environmental Lien has attached to any Property;

(j) to the knowledge of each of Parent and each Subsidiary, none of its Property contains any asbestos-containing material or visible evidence of mold growth;

(k) none of the Property presently is subject to any Environmental Property Transfer Act, or to the extent such acts are presently applicable to any such Property, the Parent and each of its Subsidiaries have fully complied with the requirements of such acts; and

(l) the Parent and each of its Subsidiaries, taken as a whole, are not, and to their knowledge will not be, subject to liabilities and costs arising out of or relating to environmental, health or safety matters.

9.1.14 Burdensome Contracts . Except as set forth on Schedule 9.1.14 , neither Parent nor any of its Subsidiaries is a party or subject to any contract, agreement or charter restriction

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that if violated could reasonably be expected to have a Material Adverse Effect. As of the Closing Date, neither Parent nor any of its Subsidiaries is party or subject to any Restrictive Agreement, except as shown on Schedule 9.1.14 . No such Restrictive Agreement prohibits the execution, delivery or performance of any Loan Document by an Obligor.

9.1.15 Litigation . Except as shown on Schedule 9.1.15 , there are no proceedings or investigations pending or, to any Obligor’s knowledge, threatened against Parent or any of its Subsidiaries, or any of their businesses, operations or Properties, that (a) challenge the validity or enforceability of any of the Loan Documents or transactions contemplated thereby; (b) could reasonably be expected to have a Material Adverse Effect; or (c) under the Racketeering Influenced and Corrupt Organizations Act, any AML Legislation or any similar federal or state statute where such Person is a defendant in a criminal indictment that provides for the forfeiture of assets to any Governmental Authority as a criminal penalty. There is no material loss contingency within the meaning of GAAP which has not been reflected in the consolidated financial statements of Parent and its Subsidiaries. Except as shown on such Schedule or as disclosed to Agent in accordance with Section 7.5.1 , no Obligor has a Commercial Tort Claim (other than, as long as no Default or Event of Default exists, a Commercial Tort Claim for less than $2,500,000). Neither Parent nor any of its Subsidiaries is (1) in violation of any Applicable Law which violation has had or is reasonably likely to have a Material Adverse Effect or (2) in default with respect to any order, injunction or judgment of any Governmental Authority which default has had or could reasonably be expected to have a Material Adverse Effect.

9.1.16 No Defaults . No event or circumstance has occurred or exists that constitutes a Default or Event of Default. Neither Parent nor any of its Subsidiaries is in default, and no event or circumstance has occurred or exists that with the passage of time or giving of notice would constitute a default, under any Material Contract.

9.1.17 Employee Benefit Plans .

(a) ERISA . In relation to Plans subject to ERISA, except as disclosed on Schedule 9.1.17 or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect:

(i) (A) Each Plan is in compliance in all respects with the applicable provisions of ERISA, the Code, and other federal and state laws; (B) each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the knowledge of Obligors, nothing has occurred which would prevent, or cause the loss of, such qualification; and (C) each Obligor and ERISA Affiliate has met all applicable requirements under the Code, ERISA and the Pension Protection Act of 2006, and no application for a waiver of the minimum funding standards or an extension of any amortization period has been made with respect to any Pension Plan.

(ii) (A) There are no pending or, to the knowledge of Obligors, threatened claims, actions or lawsuits, or action by any Governmental Authority,

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with respect to any Plan; and (B) there has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan.

(iii) (A) No ERISA Event has occurred or is reasonably expected to occur; (B) no Pension Plan has an Unfunded Pension Liability; (C) no Obligor or ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (D) no Obligor or ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (E) no Obligor or ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.

(b) Foreign Plans . Except as disclosed on Schedule 9.1.17 or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect to any Foreign Plan, (i) all employer and employee contributions required by law or by the terms of the Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles; and (iii) it has been registered as required and has been maintained in good standing with applicable regulatory authorities.

(c) UK Pension Plan .

(i) Except as disclosed on Schedule 9.1.17 , no UK Domiciled Obligor is or has at any time during the last six years been (A) is an employer (as defined for the purposes of sections 38 to 51 of the Pensions Act 2004(UK)) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act (1993)(UK)) or (B) is or has at any time during the last six years been “connected” with or an “associate” (as those terms are used in sections 38 and 43 of the Pensions Act 2004(UK)) of such an employer.

(ii) No UK Domiciled Obligor has been issued with a Financial Support Direction or Contribution Notice in respect of any pension scheme.

9.1.18 Trade Relations . There exists no actual or threatened termination, limitation or modification of any business relationship between any Obligor and any customer or supplier, or any group of customers or suppliers, that could reasonably be expected to have a Material Adverse Effect.

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9.1.19 Labor Relations . Except as described on Schedule 9.1.19 , neither Parent nor any of its Subsidiaries is party to or bound by any collective bargaining agreement. There are no material grievances, disputes or controversies with any union or other organization of any of Parent’s or any of its Subsidiaries’ employees, or, to any Obligor’s knowledge, any asserted or threatened strikes or work stoppages.

9.1.20 Payable Practices . Neither Parent nor any of its Subsidiaries has made any material change in its historical accounts payable practices from those in effect on the Closing Date that would be materially adverse to the Lenders.

9.1.21 Not a Regulated Entity . No Obligor is (a) an “investment company” or a “person directly or indirectly controlled by or acting on behalf of an investment company” within the meaning of the Investment Company Act of 1940; (b) subject to regulation under the Federal Power Act, the Interstate Commerce Act, any public utilities code or any other Applicable Law regarding its authority to incur Debt; or (c) has a license pursuant to the Dutch Financial Supervision Act.

9.1.22 Margin Stock . Neither Parent nor any of its Subsidiaries is engaged, principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No Loan proceeds or Letters of Credit will be used by Obligors to purchase or carry, or to reduce or refinance any Debt incurred to purchase or carry, any Margin Stock or for any related purpose governed by Regulations T, U or X of the Board of Governors.

9.1.23 OFAC . Neither Parent nor any of its Subsidiaries, nor to the knowledge of Parent or any of its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity currently the subject of any Sanctions. Neither Parent nor any of its Subsidiaries is located, organized or resident in a Designated Jurisdiction.

9.1.24 UK Charges . Under the law of each Obligor’s jurisdiction of incorporation it is not necessary that any UK Security Agreement be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar Tax be paid on or in relation to any UK Security Agreement or the transactions contemplated thereby, except (a) registration of particulars of each UK Security Agreement at the Companies Registration Office in England and Wales in accordance with Part 25 (Company Charges) of the Companies Act 2006 or any regulations relating to the registration of charges made under, or applying the provisions of, the Companies Act 2006 (b) filing, registration or recordation on a voluntary basis or as required in order to perfect the security interest created by any UK Security Agreement in any relevant jurisdiction and (c) in each case, payment of associated fees, stamp Taxes or mortgage duties.

9.1.25 Centre of Main Interests and Establishments . For the purposes of The Council of the European Union regulation No. 1346/2000 on Insolvency Proceedings (the “ Regulation ”), each of the Foreign Domiciled Obligor’s centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in its jurisdiction of incorporation and none of them have an “establishment” (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction.

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9.1.26 Pari Passu Ranking . Each Borrower’s payment obligations under the Loan Documents rank at least pari passu with the claims of all its unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

9.1.27 Ranking . Each Security Document has or will have the ranking in priority which it is expressed to have therein and, other than as permitted under or contemplated by the Loan Documents (including with respect to Permitted Liens), it is not subject to any prior ranking or pari passu ranking Lien.

9.1.28 Receivables Sale Agreements . Each of the Receivables Sale Agreements constitutes a legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms and is in full force and effect. All Accounts originated by the Dutch Borrowers have been sold and assigned to the Initial UK Borrower and will be sold and assigned to the Initial UK Borrower on a daily basis. With respect to Accounts originated by the Dutch Borrowers, at all times, and with respect to all Accounts originated by other Obligors subject to a Receivables Sale Agreement, at any time that such Accounts are included as Eligible Foreign Accounts, (A) all steps necessary to ensure that the Initial UK Borrower can exercise all of its rights under the Accounts transferred under the applicable Receivables Sale Agreement directly against the relevant account debtors have been taken, (B) the relevant account debtor has been notified of the transfer of such Accounts, (C) the proceeds of any such Accounts are paid into a Foreign Dominion Account and (D) to the extent required, the applicable Receivables Sale Agreement enables the Initial UK Borrower and Agent to effect transfers of the bare legal title of any Accounts to the Initial UK Borrower at agreed times in the future.

9.1.29 Australian Domiciled Obligors . If it is an Australian Domiciled Obligor, (a) the entering into and performance by it of its obligations under the Loan Documents to which it is expressed to be a party are for its commercial benefit and are in its commercial interests; and (b) the entry into and performance by it of its obligations under the Loan Documents to which it is a party do not contravene Part 2J.3 or Part 2E of the Australian Corporations Act.

9.2 Complete Disclosure . No Loan Document contains any untrue statement of a material fact, nor fails to disclose any material fact necessary to make the statements contained therein, in light of the circumstances under which and at the time at which they were made, not materially misleading. There is no fact or circumstance that any Obligor has failed to disclose to Agent in writing that could reasonably be expected to have a Material Adverse Effect.

SECTION 10. COVENANTS AND CONTINUING AGREEMENTS

10.1 Affirmative Covenants . Obligors (but with respect to the Foreign Domiciled Obligors, such Foreign Domiciled Obligors so covenant in favor of the Foreign Facility Secured Parties only with respect to themselves and their separate liabilities, assets, business and operations; provided , that the foregoing limitation shall not be construed to result in the duplication of any materiality qualifications or threshold amounts set forth herein which, unless expressly stated otherwise, are intended to be on a consolidated basis for Parent and its Subsidiaries) hereby covenant and agree that until the Commitments have terminated and Full Payment of all Obligations, each of them shall, and shall cause each Subsidiary to:

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10.1.1 Inspections; Appraisals .

(a) Permit Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of Parent or any of its Subsidiaries, inspect, audit and make extracts from any of Parent’s or any of its Subsidiaries’ books and records (other than privileged correspondence with legal counsel), and discuss with its officers, employees, agents, advisors and independent accountants (with respect to independent accountants, in the presence of representatives of Obligors or otherwise with the consent of the Parent) Parent’s or any of its Subsidiaries’ business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Obligor to make any inspection, nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them.

(b) Reimburse Agent for all charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate; and (ii) appraisals of Inventory; provided , that if no Default or Event of Default shall have occurred and be continuing, only one such examination and one such appraisal under the foregoing clauses (i) and (ii) , respectively, per Fiscal Year shall be conducted at Borrowers’ expense (exclusive of any appraisals and examinations conducted pursuant to Section 10.1.9 ); provided , further , that if Total Excess Availability is less than 15% of the Commitments at any time during a Fiscal Year, one additional appraisal and one additional examination may be conducted at Borrowers’ expense during such Fiscal Year (exclusive of any appraisals and field examinations conducted pursuant to Section 10.1.9 ). Prior to the PP&E Component Implementation Date, Borrowers shall reimburse Agent for all charges, costs and expenses of Agent in connection with appraisals of Equipment and Real Estate (and any other reports required under the Real Estate Related Documents). The foregoing shall not limit Agent’s ability to perform additional appraisals or examinations at the sole expense of the Borrowers upon the occurrence and continuance of a Default or Event of Default (or if a Default or Event of Default was in existence at the time such appraisal or examination was initiated), including, following the PP&E Component Implementation Date, additional appraisals and reports in respect of Equipment and Real Estate. Borrowers agree to pay Agent’s then standard charges for examination and appraisal activities, including the standard charges of Agent’s internal examination and appraisal groups, as well as the charges of any third party used for such purposes.

10.1.2 Financial and Other Information . Keep adequate records and books of account with respect to its business activities, in which proper entries are made in accordance with GAAP in all material respects reflecting all financial transactions; and furnish to Agent and Lenders:

(a) as soon as available, and in any event within 90 days after the close of each Fiscal Year, (i) balance sheets as of the end of such Fiscal Year and the related statements of income, cash flow and shareholders equity for such Fiscal Year, on a consolidated basis for Parent and its Subsidiaries, which consolidated statements shall be audited and certified (without a “going concern” or scope of audit qualification) by Ernst & Young LLP or by another firm of independent

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certified public accountants of recognized standing selected by Parent and acceptable to Agent, and shall set forth in comparative form corresponding figures for the preceding Fiscal Year and (ii) unaudited balance sheets as of the end of such Fiscal Year and the related statements of income, cash flow and shareholders equity for such Fiscal Year, on a consolidating basis for Parent and its Subsidiaries, which consolidating statements shall be based on SEC reporting segments and shall set forth in comparative form corresponding figures for the preceding Fiscal Year;

(b) as soon as available, and in any event within 45 days after the end of each of the first three Fiscal Quarters of Parent, (i) an unaudited balance sheet as of the end of such Fiscal Quarter and the related statements of income and cash flow for such Fiscal Quarter and for the portion of the Fiscal Year then elapsed, on a consolidated and consolidating basis for Parent and its Subsidiaries (in the case of consolidating statements, based on SEC reporting segments), setting forth in comparative form corresponding figures for the preceding Fiscal Year, (ii) an unaudited balance sheet as of the end of such Fiscal Quarter and the related statements of income and cash flow for such Fiscal Quarter and for the portion of the Fiscal Year then elapsed, for the Initial UK Borrower and its Subsidiaries, (iii) an unaudited balance sheet as of the end of such Fiscal Quarter and the related statements of income and cash flow for such Fiscal Quarter and for the portion of the Fiscal Year then elapsed, on a consolidated basis for NACCO BV and its Subsidiaries, and (iv) following the Australian Borrower Activation Date, an unaudited balance sheet as of the end of such Fiscal Quarter and the related statements of income and cash flow for such Fiscal Quarter and for the portion of the Fiscal Year then elapsed, on a consolidated basis for the Australian Borrower(s) and their Subsidiaries, in each case, certified by a Financial Officer as prepared in accordance with GAAP and fairly presenting the financial position and results of operations for such Fiscal Quarter and period, subject to normal year-end adjustments and the absence of footnotes;

(c) as soon as available, and in any event within 30 days after the end of each month (other than the last month of each Fiscal Quarter), an unaudited balance sheet as of the end of such month and the related statements of income and cash flow for such month and for the portion of the Fiscal Year then elapsed, on a consolidated basis for Parent and its Subsidiaries, setting forth in comparative form corresponding figures for the preceding Fiscal Year and certified by a Financial Officer as prepared in accordance with GAAP and fairly presenting the financial position and results of operations for such month and period, subject to normal year end adjustments and the absence of footnotes;

(d) concurrently with the delivery of financial statements under clauses (a) , (b) and (c) above, or more frequently if requested by Agent while a Default or Event of Default exists, a Compliance Certificate executed by a Financial Officer;

(e) concurrently with delivery of financial statements under clause (a) above, copies of all management letters and other material reports submitted to Parent or its Subsidiaries by their accountants in connection with such financial statements;

(f) (i) not later than March 31st of each Fiscal Year, and containing substantially the same types of financial information contained in the projections delivered pursuant to Section 6.1(o) , the annual business plan for Parent and its Subsidiaries for such Fiscal Year and for each month in such Fiscal Year, and (ii) not later than June 30th of each Fiscal Year, the annual long-

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range business forecast of Parent and its Subsidiaries for each succeeding Fiscal Year, up to and including the Fiscal Year during which it is anticipated that there shall be Full Payment of all Obligations, containing a consolidated balance sheet, income statement and statement of cash flow;

(g) at Agent’s reasonable request, a listing of each Obligor’s trade payables, specifying the trade creditor and balance due, and a detailed trade payable aging, all in form reasonably satisfactory to Agent;

(h) promptly after the sending or filing thereof, copies of any proxy statements, financial statements or reports that Parent or any of its Subsidiaries has made generally available to its shareholders; copies of any regular, periodic and special reports or registration statements or prospectuses that Parent or any of its Subsidiaries files with the SEC or similar securities regulatory authority; and copies of any press releases or other statements made available by Parent or any of its Subsidiaries to the public concerning material changes to or developments in their business;

(i) promptly after the sending or filing thereof, copies of any annual report to be filed in connection with each Pension Plan, Foreign Plan (that is a defined benefit pension plan) and UK Pension Plan;

(j) promptly following receipt, a copy of any notice from the Pensions Regulator in which it proposes to take action which may result in the issuance of a Contribution Notice or Financial Support Direction in respect of any UK Pension Plan;

(k) such other reports and information (financial or otherwise) as Agent may reasonably request from time to time in connection with any Collateral or Parent’s or any Subsidiary’s financial condition or business; and

(l) if any of the information or disclosures provided on any of Schedules 7.4 , 8.5 , 8.6.1 , 9.1.4 , 9.1.10 , or 9.1.19 attached hereto as of the Closing Date become outdated or incorrect in any material respect, the Borrowers shall deliver to the Agent and the Lenders as part of the Compliance Certificate required pursuant to Section 10.1.2(d) (or more frequently in the Borrowers’reasonable judgment or upon the request of the Agent) such revision or updates to such Schedule(s) as may be necessary or appropriate to update or correct such Schedule(s) which revisions shall be effective from the date accepted in writing by the Agent, such acceptance not to be unreasonably withheld; provided, that (i) no such revisions or updates to any such Schedule(s) shall be deemed to have cured any breach of warranty or misrepresentation occurring prior to the delivery of such revision or update by reason of the inaccuracy or incompleteness of any such Schedule(s) at the time such warranty or representation previously was made or deemed to be made and (ii) such Schedule(s) may only be updated to the extent that such related actions disclosed are otherwise not prohibited by this Agreement and other Loan Documents prior to such Schedule being revised or updated.

10.1.3 Notices . Notify Agent and Lenders in writing, promptly after an Obligor’s obtaining knowledge thereof, of any of the following that affects an Obligor: (a) the threat or commencement of any proceeding or investigation, whether or not covered by insurance, if an adverse determination could have a Material Adverse Effect; (b) any pending or threatened material

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labor dispute, material strike or material walkout, or the expiration of any material labor contract; (c) any default under or termination of a Material Contract; (d) the existence of any Default or Event of Default; (e) any judgment in an amount exceeding $5,000,0000; (f) the assertion of any Intellectual Property Claim, if an adverse resolution could have a Material Adverse Effect; (g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental, Health or Safety Applicable Law), if an adverse resolution could have a Material Adverse Effect; (h) any Release by an Obligor or on any Property owned, leased or occupied by an Obligor; or receipt of any Environmental Notice in each case, involving potential liability greater than $1,000,000; (i) the occurrence of any ERISA Event; or (j) the discharge of or any withdrawal or resignation by Borrowers’independent accountants.

10.1.4 Landlord and Storage Agreements . Upon request, provide Agent with copies of all existing agreements, and, promptly after execution thereof, upon request provide Agent with copies of all future agreements between an Obligor and any landlord, warehouseman, processor, shipper, or bailee that owns or leases any premises at which any material Collateral is located.

10.1.5 Compliance with Laws . Comply with all Applicable Laws, including ERISA, Environmental, Health or Safety Applicable Law, FLSA, OSHA, AML Legislation, and laws regarding collection and payment of Taxes, and maintain all Governmental Approvals necessary to the ownership of its Properties or conduct of its business, in each case unless failure to comply (other than failure to comply with AML Legislation) or maintain could not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, if any Release occurs at or on any Properties of any Borrower or Subsidiary, it shall act promptly and diligently to investigate and report to Agent and all appropriate Governmental Authorities the extent of, and to make appropriate remedial action to eliminate, such Release, whether or not directed to do so by any Governmental Authority.

10.1.6 Taxes; Australian Tax Consolidation .

(a) Pay (i) all taxes, assessments and other governmental charges less than or equal to $2,000,000 imposed upon it or on any of its Property or assets or in respect of any of its franchises, business, income or Property within 5 Business Days upon obtaining knowledge that a penalty or interest has accrued thereon, and (ii) all Claims (including, without limitation, claims for labor, services, materials and supplies) for sums less than or equal to $2,000,000 which have become due and payable and which by law have or may become a Lien (other than a Permitted Lien) upon any of Parent’s or any Subsidiary’s Property or assets, within fifteen days upon obtaining knowledge that any penalty or fine has accrued with respect thereto. Obligors shall, and shall cause each Subsidiary to, pay no later than the day when due (A) all taxes, assessments and other governmental charges greater than $2,000,000 imposed upon it or on any of its Property or assets or in respect of any of its franchises, business, income or Property, and (B) all Claims (including, without limitation, claims for labor, services, materials and supplies) for sums greater than $2,000,000 which have become due and payable and which by law have or may become a Lien (other than a Permitted Lien) upon any of Parent’s or any Subsidiary’s Property or assets. Notwithstanding the preceding sentences, Parent or any Subsidiary shall have the right to Properly Contest the validity or amount of any such taxes or Claims.

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(b) Each Australian Domiciled Obligor shall ensure that (i) so long as it is a member of a Tax Consolidated Group there is at all times a valid Tax Sharing Agreement for that Tax Consolidated Group (having regard to changes in the composition or activities of the Tax Consolidated Group); and (ii) it is not at any time liable for “group liability” (as such term is defined in Section 721-10 of the Income Tax Assessment Act 1997 (Cth) of Australia) other than on a reasonable basis in accordance with the principles set out in Division 721 of the Income Tax Assessment Act 1997 (Cth) of Australia (including as a result of tax consolidation or any tax sharing agreement), in each case except to the extent such Obligor is maintaining adequate reserves (in the good faith judgment of the management of such Obligor) with respect thereto and the failure to so comply could not reasonably be expected to result in a Material Adverse Effect.

(c) Each Australian Domiciled Obligor must ensure that it will not become a member of a GST Group unless the GST Group of which the Australian Domiciled Obligor becomes a member has at all times while the Australian Domiciled Obligor is a member a valid ITSA for that GST Group in a form and substance reasonably satisfactory to Agent, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

10.1.7 Insurance . In addition to the insurance required hereunder with respect to Collateral, maintain insurance with insurers (with a Best Rating of at least A-VII, unless otherwise approved by Agent) reasonably acceptable to Agent, with respect to the Properties and business of Parent and its Subsidiaries of such type (including business interruption, product liability, workers’ compensation, larceny, embezzlement, or other criminal misappropriation insurance), in such amounts, and with such coverages and deductibles as are customary for companies similarly situated.

10.1.8 Licenses . Keep each License affecting any Collateral (including the manufacture, distribution or disposition of Inventory) or any other material Property of Parent and its Subsidiaries in full force and effect and pay all Royalties when due.

10.1.9 Additional Obligors .

(h) Subject to limitations imposed by Applicable Law, each Foreign Borrower will cause each direct or indirect Foreign Subsidiary of Parent (including any Domestic Subsidiary of a CFC) with assets exceeding $10,000,000 in value and that is organized under the laws of the Republic of Italy, the Netherlands, the UK, the U.S. or, following the Australian Borrower Activation Date under Section 10.1.9(c) , Australia, in each case within 30 days of the date formed or acquired (or such date as such Foreign Subsidiary’s assets exceed $10,000,000) or such later date as to which Agent may agree, (i) to execute a supplement or joinder to this Agreement, substantially in the form of Exhibit C , in order for such Foreign Subsidiary to become a Foreign Borrower ( provided , that any such Foreign Subsidiary organized under the laws of the Republic of Italy, the U.S. or under the laws of the UK outside of England and Wales shall not be permitted to become a Foreign Borrower) and/or a Foreign Facility Guarantor under Section 5.10 and a grantor under the applicable Foreign Security Documents or, to the extent requested by the Agent, enter into new Security Documents in form and substance reasonably satisfactory to the Agent and Security Trustee and where such Foreign Subsidiary is an Australian Subsidiary, execute the Australian Security Trust Deed or (as the case may be) an accession deed to the Australian Security Trust Deed in form and substance reasonably satisfactory to Agent and the Australian Security Trustee, (ii) with respect to

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any such Foreign Subsidiary joining this Agreement as a Foreign Borrower, to deliver a Borrowing Base Certificate for such Foreign Subsidiary effective as of not more than 30 days preceding the date on which such Foreign Subsidiary becomes a Foreign Borrower and (iii) to execute and deliver such other documents, instruments and agreements as Agent or Security Trustee may reasonably require (including documents, instruments and agreements similar to those set forth in Section 6.1 or, with respect to Australian Subsidiaries, Section 10.1.9(c) ). Notwithstanding the foregoing, (A) no Foreign Subsidiary may be joined as a Foreign Borrower until completion of the Agent’s due diligence to its reasonable satisfaction and of the Agent’s and Foreign Lenders’ compliance procedures for applicable “know your customer” and anti-money laundering rules and (B) prior to permitting such new Foreign Borrower to borrow any Foreign Loans or obtain the issuance of any Foreign Letters of Credit hereunder, the Agent, in its discretion, shall have the right to conduct an appraisal and field examination with respect to such Foreign Subsidiary, including, without limitation, of (x) such Foreign Subsidiary’s practices in the computation of its component of the Foreign Borrowing Base and (y) the assets included in such Foreign Subsidiary’s component of the Foreign Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves, in each case, prepared on a basis reasonably satisfactory to the Agent and at the sole expense of such Foreign Subsidiary.

(a) Each U.S. Borrower will cause each direct or indirect Domestic Subsidiary of Parent (other than a Domestic Subsidiary of a CFC) formed or otherwise purchased or acquired after the Closing Date (including pursuant to a Permitted Acquisition), in each case within 30 days of such date, (i) to execute a supplement or joinder to this Agreement, substantially in the form of Exhibit C , in order for such Domestic Subsidiary to become a U.S. Borrower and/or a U.S. Facility Guarantor under Section 5.10 and a grantor under Section 7.1 or, to the extent requested by the Agent, enter into new Security Documents in form and substance reasonably satisfactory to the Agent and U.S. Borrower Agent, (ii) with respect to a Domestic Subsidiary joining this Agreement as a U.S. Borrower, to deliver a Borrowing Base Certificate for such Domestic Subsidiary effective as of not more than 30 days preceding the date on which such Domestic Subsidiary becomes a U.S. Borrower and (iii) to execute and deliver such other documents, instruments and agreements as Agent may reasonably require. Notwithstanding the foregoing, (A) no Domestic Subsidiary may be joined as a U.S. Borrower until completion of the Agent’s due diligence to its reasonable satisfaction and of the Agent’s and U.S. Lenders’ compliance procedures for applicable “know your customer” and anti-money laundering rules and (B) prior to permitting such new U.S. Borrower to borrow any Loans or obtain the issuance of any U.S. Letters of Credit hereunder, the Agent, in its discretion, shall have the right to conduct an appraisal and field examination with respect to such Domestic Subsidiary, including, without limitation, of (x) such Domestic Subsidiary’s practices in the computation of its component of the U.S. Borrowing Base and (y) the assets included in such Domestic Subsidiary’s component of the U.S. Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves, in each case, prepared on a basis reasonably satisfactory to the Agent and at the sole expense of such Domestic Subsidiary.

(b) Any Subsidiary organized under the laws of Australia or any state or territory thereof may, at the election of the U.S. Borrower Agent by at least 30 days prior written notice to Agent (a copy of which Agent shall promptly provide to the Foreign Lenders), become the initial

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Australian Borrower hereunder upon (i) the execution and delivery to Agent and/or Australian Security Trustee (A) by such Subsidiary of a supplement or joinder to this Agreement, substantially in the form of Exhibit C , (B) by such Subsidiary of Australian Security Agreements in form and substance reasonably satisfactory to Agent and the Australian Security Trustee as may be required for Australia, (C) by such Subsidiary of the Australian Security Trust Deed or (as the case may be) an accession deed to the Australian Security Trust Deed in form and substance reasonably satisfactory to Agent and the Australian Security Trustee, (D) by a Senior Officer of the U.S. Borrower Agent of a Borrowing Base Certificate for such Foreign Subsidiary effective as of not more than 30 days preceding the date on which such Foreign Subsidiary becomes an Australian Borrower and (D) such other documents, instruments and agreements as Agent or Australian Security Trustee may reasonably require, and (ii) the Agent receiving all the documents and evidence as Agent or Australian Security Trustee may reasonably require including but not limited to the following:

(A) each relevant Loan Document shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof;

(B) satisfactory evidence that the Australian Security Trustee shall have a valid and perfected first priority (except as otherwise permitted hereunder) Lien in the Collateral charged by the required Australian Security Agreements executed and delivered by that Subsidiary;

(C) a certificate of a duly authorized officer of that Subsidiary, certifying (A) that attached copies of that Subsidiary’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (B) that an attached copy of resolutions authorizing execution and delivery of the relevant Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; (C) to the title, name and signature of each Person authorized to sign the relevant Loan Documents; and (D) that attached thereto are all governmental and third party consents and approvals as may be appropriate for that Subsidiary to obtain in connection with this Agreement (or a statement that no such consents or approvals are required) (and Agent may conclusively rely on this certificate until it is otherwise notified by that Subsidiary in writing);

(D) copies of policies or certificates of insurance for the insurance policies carried that Subsidiary, all in compliance with the Loan Documents, and, if applicable, the designation of Agent or (as the case may be) the Australian Security Trustee as loss payee as its interest may appear thereunder, in each case, in form and substance satisfactory to Agent;

(E) all Debt arising under the Australian Credit Facility shall have been repaid in full, and Agent shall have received a satisfactory payoff letter, lien release documentation or similar agreements which evidence the foregoing;

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(F) Lien searches and other evidence satisfactory to Agent that its and/or the Australian Security Trustee’s Liens are the only Liens upon the Collateral, except Permitted Liens;

(G) a certificate of an authorized officer of that Subsidiary certifying that it is not in breach of Chapter 2E of the Australian Corporations Act;

(H) a duly executed statutory declaration from the directors of the relevant Subsidiaries relating to the location and value of the assets of that Subsidiary;

(I) if assets of the relevant Subsidiary are located in New South Wales, a completed New South Wales Office of State Revenue multi-jurisdictional mortgage statement form duly executed by a Senior Officer of that Subsidiary;

(J) evidence that, to the extent applicable, estimated funds for payment of mortgage duty by the grantors under the Australian Security Agreements have either been paid to the Agent (or its counsel) or withheld from the initial Foreign Loan to the Australian Borrower;

(K) any written opinions of Australian counsel to that Subsidiary in form and substance satisfactory to Agent; and

(L) to the extent necessary, any amendments or supplements to the Loan Documents.

Notwithstanding the foregoing, (1) no Foreign Subsidiary may be joined as an Australian Borrower until completion of the Agent’s due diligence to its reasonable satisfaction and of the Agent’s and Foreign Lenders’ compliance procedures for applicable “know your customer” and anti-money laundering rules and (2) prior to permitting such new Australian Borrower to borrow any Foreign Loans or obtain the issuance of any Foreign Letters of Credit hereunder, the Agent, in its discretion, shall have the right to conduct an appraisal and field examination with respect to such Foreign Subsidiary, including, without limitation, of (x) such Foreign Subsidiary’s practices in the computation of its component of the Foreign Borrowing Base and (y) the assets included in such Foreign Subsidiary’s component of the Foreign Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves, in each case, prepared on a basis reasonably satisfactory to the Agent and at the sole expense of such Foreign Subsidiary.

10.1.10 UK Pension Plans .

(a) Each UK Domiciled Obligor shall ensure that all pension schemes operated by or maintained for the benefit of members of the UK Domiciled Obligors and/or any of their employees are funded based on the recovery plan applicable to the relevant pension scheme in accordance with section 226 of the Pensions Act 2004 (UK) until completed, and thereafter, based on the statutory funding objective under sections 221 and 222 of the Pensions Act 2004 (UK) and, in each case, in compliance with the schedule of contributions under section 227 of the Pensions

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Act 2004 (UK) and that no action or omission (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or any member of the Group ceasing to employ any member of such a pension scheme) is taken by any UK Domiciled Obligor in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect.

(b) Except as disclosed on Schedule 9.1.17 , each UK Domiciled Obligor shall ensure that no UK Domiciled Obligor is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004 (UK)) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993 (UK)) or “connected” with or an “associate” of (as those terms are used in sections 38 or 43 of the Pensions Act 2004 (UK)) such an employer.

(c) Each UK Domiciled Obligor shall deliver to the Agent at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to the UK Domiciled Obligor), actuarial reports in relation to all pension schemes mentioned in clause (a) above.

(d) Each UK Domiciled Obligor shall promptly notify the Agent of any material change in the rate of contributions to any pension schemes mentioned in clause (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise).

10.1.11 Post-Closing Actions . Each Obligor shall complete each of the actions applicable to it that is described in Schedule 10.1.11 as soon as commercially reasonable, but in any event no later than the date set forth in Schedule 10.1.11 with respect to such action (or such later date as Agent may agree in its discretion).

10.2 Negative Covenants . Obligors (but with respect to the Foreign Domiciled Obligors, such Foreign Domiciled Obligors so covenant in favor of the Foreign Facility Secured Parties only with respect to themselves and their separate liabilities, assets, business and operations; provided , that the foregoing limitation shall not be construed to result in the duplication of any materiality qualifications or threshold amounts set forth herein which, unless expressly stated otherwise, are intended to be on a consolidated basis for Parent and its Subsidiaries) hereby covenant and agree that until the Commitments have terminated and Full Payment of all Obligations, each of them shall not, and shall cause each Subsidiary not to:

10.2.1 Permitted Debt . Create, incur, guarantee or suffer to exist any Debt, except:

(a) the Obligations;

(b) Debt for trade payables, wages and other accrued expenses incurred in the Ordinary Course of Business;

(c) Permitted Existing Debt and any extensions, renewals, refundings or replacements of such Debt, provided that any such extension, renewal, refunding or replacement is

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in an aggregate principal amount not greater than the principal amount of, and taken as a whole is on terms no less favorable to Parent or any Subsidiary, as applicable, than the terms of, such Permitted Existing Debt so extended, renewed, refunded or replaced;

(d) Purchase Money Debt and Debt in connection with sale-leaseback transactions in an aggregate principal amount not to exceed $100,000,000 at any time outstanding;

(e) Debt in respect of taxes, assessments, governmental charges and Claims for labor, materials or supplies, to the extent that payment thereof is not required pursuant to Section 10.1.6 ;

(f) Debt constituting Investments permitted by Section 10.2.4 or Accommodation Obligations permitted by Section 10.2.8 ;

(g) Debt arising from unsecured intercompany loans (%3) from any Obligor to any other Obligor, (%3) from any Subsidiary that is not an Obligor to any Obligor or Pledged Entity, (%3) among Subsidiaries that are not Obligors or Pledged Entities, (%3) among Pledged Entities, or (%3) from any Obligor or Pledged Entity to any Subsidiary that is not an Obligor or Pledged Entity not to exceed, when aggregated with Investments permitted under Section 10.2.4(e)(v) and Accommodation Obligations permitted under Section 10.2.8(e)(v) but without duplication, $60,500,000 in principal amount outstanding at any time; provided , that all such loans specified in clauses (i) and (v) (with respect to loans by an Obligor only) shall be evidenced by promissory notes and pledged to Agent; provided , further that no additional loans described in clauses (i) through (v) shall be permitted after the occurrence and during the continuance of an Event of Default;

(h) Debt with respect to Bank Products incurred in the Ordinary Course of Business;

(i) Debt with respect to customary warranties and indemnities made under (i) any agreements for asset sales permitted under Section 10.2.5 , or (ii) Contractual Obligations of Parent or any Subsidiary entered into in the Ordinary Course of its Business;

(j) prior to the Australian Borrower Activation Date, (i) Debt of the Australian Subsidiaries with respect to the Australian Credit Facility and letters of credit issued by Citibank N.A. and its Affiliates in an aggregate amount not to exceed $10,000,000 at any time and (ii) Accommodation Obligations with respect to any working capital facility and letters of credit guaranteed pursuant to the Foreign Working Capital Guaranty in an aggregate guaranteed amount not to exceed $10,000,000 at any time;

(k) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the Ordinary Course of Business; provided , however , that such Debt is extinguished within five Business Days of its incurrence;

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(l) Debt arising under a declaration of joint and several liability used for the purpose of section 2:403 of the Dutch Civil Code (and any residual liability under such declaration arising pursuant to section 2:404(2) of the Dutch Civil Code);

(m) Debt under one or more term loan agreements in an aggregate principal amount not to exceed at any time $225,000,000, provided that (i) the maturity date of such Debt shall be no earlier than the date that is 180 days after the Maturity Date, (ii) any amortization payments on such Debt shall not exceed ten percent (10%) of the original principal amount of such Debt per year and (iii) if such Debt is secured, the holders of such Debt, or a duly authorized agent on their behalf, shall agree in writing to be bound by an intercreditor agreement containing terms that are satisfactory to Agent, provided , further , that (A) if such Debt is incurred subsequent to the PP&E Component Implementation Date, such Debt may only be secured by a second priority Lien on the Collateral (including the PP&E Collateral) of the U.S. Domiciled Obligors and (B) prior to the PP&E Component Implementation Date, such Debt may be secured by (1) a first priority Lien on the PP&E Collateral of the U.S. Domiciled Obligors, (2) a second priority Lien on the other Collateral of the U.S. Domiciled Obligors and (3) if clause (B)(2) applies, the Agent shall be granted a second priority Lien on the PP&E Collateral of the U.S. Domiciled Obligors and the PP&E Component shall not be permitted to be included in the Borrowing Base thereafter (“ Permitted Term Debt ”);

(n) unsecured Debt arising from unsecured intercompany loans borrowed for the use in Parent or any Subsidiary’s business and operations in the People’s Republic of China not to exceed, with Investments permitted under Section 10.2.4(i) , $12,000,000 in principal amount outstanding at any time;

(o) Debt arising under any receivables factoring, discounting facility or receivables assignment facility by any Foreign Subsidiary that is not a Borrower in an aggregate amount not to exceed $10,000,000 outstanding at any time; and

(p) in addition to Debt permitted by clauses (a) through (o) above, other unsecured Debt (but excluding intercompany loans), in an aggregate principal amount not to exceed $100,000,000 at any time outstanding; provided that, at least seventy-five percent (75%) of all Debt outstanding under this clause (p) shall have a scheduled maturity at least six (6) months after the Maturity Date;

provided , however , that further incurrences of the Debt or other items described in clauses (d), (g) , (m) or (p) above shall be prohibited if either (A) a Default or an Event of Default shall have occurred and be continuing at the time of such incurrence or would result therefrom or (B) such Debt is prohibited under the terms of any other Debt of Parent or any Subsidiary.

10.2.2 Permitted Liens . Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “ Permitted Liens ”):

(a) Liens in favor of Agent;

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(b) existing Liens shown on Schedule 10.2.2 and extensions, renewals, refundings and replacements thereof; provided that any such extension, renewal, refunding or replacement of any such Lien shall be limited to the Property covered by the Lien extended, renewed, refunded or replaced and that the obligations secured by any such extension, renewal, refunding or replacement Lien shall be in an amount not greater than the amount of the obligations then secured by the Lien extended, renewed, refunded or replaced;

(c) Customary Permitted Liens;

(d) Purchase Money Liens securing Debt permitted under Section 10.2.1(d) ; provided that such Purchase Money Liens are created within 90 days after the incurrence of the related Debt;

(e) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection;

(f) certain statutory and contractual rights of retention on the Inventory of Parent and its Subsidiaries located outside of the U.S. which are subordinate to Agent’s security interest therein;

(g) Liens arising from judgments, decrees or attachments under circumstances that do not otherwise result in an Event of Default;

(h) Liens arising from precautionary UCC-1 financing statement filings regarding Operating Leases covering only the Property subject thereto;

(i) any Lien approved by Agent in connection with a Permitted Acquisition on or affecting any Property (other than Equity Interests) acquired by Parent or any of its Subsidiaries or Property of any acquired Subsidiary or Person which becomes a Subsidiary after the Closing Date of this Agreement; provided , that (i) such Lien is created prior to the date on which such Person becomes a Subsidiary, (ii) the Lien was not created in contemplation of such Acquisition, (iii) such Lien secures Debt permitted hereunder and the principal amount thereof has not increased in contemplation of or since such Acquisition and (iv) such Lien is removed or discharged within ninety (90) days of such Property being acquired or such Person becoming a Subsidiary, as the case may be;

(j) Liens upon cash or Cash Equivalents securing obligations owing by Parent or any Subsidiary to Agent, a Lender or an Affiliate thereof that arise as a result of the termination of a Hedging Agreement in respect of interest rates permitted hereunder to which Parent or any Subsidiary, as applicable, and Agent, a Lender, or an Affiliate thereof, as applicable, were subject; provided , that the Administrative Agent, the Lender or the Affiliate thereof, as applicable, that is the counterparty under such Hedging Agreement shall determine in its reasonable judgment such termination amount; provided , further , that such Lien shall run solely for the benefit of Agent, the Lender or the Affiliate thereof, as applicable; and

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(k) Liens securing Permitted Term Debt; provided that such Liens are in compliance with the requirements of Section 10.2.1(m) .

10.2.3 Distributions; Upstream Payments . Declare or make any Distributions, except (a) Upstream Payments or (b) any other Distributions if, after giving effect to such Distribution as if it occurred on the first day of the Pro Forma Period, either (%5) each of the following is satisfied: (%6) pro forma Total Excess Availability is greater than 15% of the aggregate Commitments at all times during the Pro Forma Period, (%6) pro forma U.S. Excess Availability is greater than 15% of the aggregate U.S. Revolver Commitments at all times during the Pro Forma Period and (%6) the Borrowers are in compliance with Section 10.3 (computed on a pro forma basis for the most recent four fiscal quarter period for which financials are required to be delivered), whether or not a Trigger Period is in effect, or (%5) each of the following is satisfied: (%6) pro forma Total Excess Availability is greater than 20% of the aggregate Commitments at all times during the Pro Forma Period and (%6) pro forma U.S. Excess Availability is greater than 20% of the aggregate U.S. Revolver Commitments at all times during the Pro Forma Period; provided , that subsequent to the PP&E Component Implementation Date, the above-listed percentages in subclause (ii) shall instead be 25% in each case; or create or suffer to exist any encumbrance or restriction on the ability of a Subsidiary to make any Upstream Payment, except for restrictions under the Loan Documents, under Applicable Law or in effect on the Closing Date as shown on Schedule 9.1.14 .

10.2.4 Permitted Investments . Make any Investment, except the following:

(a) Investments in cash and Cash Equivalents in the Ordinary Course of Business (including, without limitation, Cash Collateral), subject to Section 7 ;

(b) Investments existing on the Closing Date and identified as such on Schedule 10.2.4 ;

(c) Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the Ordinary Course of Business;

(d) Investments in the form of advances to officers or employees for relocation, salary, commissions, travel expenses and similar items in the Ordinary Course of Business and other loans to employees for any lawful purpose, provided that (i) each loan permitted under this clause (d) shall be evidenced by a promissory note and (ii) the aggregate principal amount of all such advances and loans at any time outstanding shall not exceed $1,500,000 and (iii) no such advances or loans outstanding at any time to any one Person shall exceed $500,000;

(e) (i) Investments by Obligors in other Obligors, (ii) Investments by Subsidiaries that are not Obligors in Pledged Entities or Obligors, (iii) Investments by Pledged Entities in other Pledged Entities, (iv) Investments among Subsidiaries that are not Obligors or Pledged Entities, and (v) Investments by Obligors and Pledged Entities in Subsidiaries that are not Obligors or Pledged Entities which, when aggregated with Debt permitted pursuant to Section 10.2.1(g)(v) and Accommodation Obligations permitted pursuant to Section 10.2.8(e)(v) but without duplication, does not exceed $60,500,000;

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(f) Investments constituting an Acquisition so long as at the time and after giving effect to such Acquisition: (i) Agent has received at least 10 Business Days’ prior written notice of such Acquisition (or such shorter time as to which Agent may agree); (ii) unless the assets or Person to be acquired (A) is in a similar line of business to that of any Borrower or (B) is vertically integrated in a line of business of any Borrower, Agent shall have consented to such Acquisition prior to the consummation thereof; (iii) unless the Investment Condition is satisfied both immediately before and after giving pro forma effect to such Acquisition, the purchase price payable in cash and non-cash consideration does not exceed $5,000,000 in any one Acquisition or $15,000,000 in the aggregate in any Fiscal Year; (iv) no Default or Event of Default has occurred and is continuing or would result after giving effect to such Acquisition, (v) to the extent applicable, the requirements of Section 10.2.7 and Section 10.2.9 have been satisfied; (vi) to the extent any Lien is required pursuant to Section 10.1.9 , Agent has been granted such a first priority perfected Lien (subject only to Customary Permitted Liens) in all Property (other than Property excluded from the definition of Collateral) acquired in such Acquisition, and the Obligors and the target of such Acquisition shall have executed all documents and taken all actions as may be required by Agent in connection therewith; (vii) the board of directors of the target of such Acquisition shall have approved such Acquisition and such Acquisition shall otherwise be consensual; (viii) the Debt acquired in connection with such Acquisition, if any, is otherwise permitted pursuant to Section 10.2.1 ; and (ix) the Borrowers shall have delivered all financial reports and other documents requested by Agent in connection with such Acquisition (an Acquisition satisfying the foregoing requirements, a “Permitted Acquisition ”); provided , that any Inventory and Accounts acquired in connection with such Acquisition shall not constitute Eligible Inventory or Eligible Accounts, as applicable, until (A) the Agent completes any audit and/or appraisal to the extent requested by Agent (which request may be made by Agent in its sole discretion), which audit and appraisal shall, in each case, be reasonably satisfactory to Agent and (B) Agent has otherwise approved such Property for inclusion in the Borrowing Base;

(g) Investments permitted in connection with Accommodation Obligations permitted pursuant to Section 10.2.8 ;

(h) Investments in Equity Interests received as consideration in a sale of Property pursuant to Section 10.2.5 , subject to the limitation on the amount of non-cash consideration that may be received in connection with such sale as set forth therein;

(i) Investments in the business and operations of the Obligors and Subsidiaries in the People’s Republic of China not to exceed, when aggregated with Debt permitted under Section 10.2.1(n) , $12,000,000; and

(j) any Investment not otherwise permitted above (excluding Acquisitions) if, after giving effect to such Investment as if it occurred on the first day of the Pro Forma Period, the Investment Condition is satisfied.

10.2.5 Disposition of Assets . Make any Asset Disposition, except the following:

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(a) any replacement of Equipment that is worn, damaged or obsolete with Equipment of like function and value, if the replacement Equipment is acquired substantially contemporaneously with such disposition and is free of Liens;

(b) a sale of Inventory in the Ordinary Course of Business;

(c) termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business, could not reasonably be expected to have a Material Adverse Effect and does not result from an Obligor’s default;

(d) the sale of Property for consideration not less than the fair market value thereof and (i) with respect to sales not covered by clauses (ii) through (v) below, having an aggregate fair market value not in excess of $15,000,000 in any twelve consecutive month period; (ii) in connection with the closure or relocation of any facilities; (iii) such sale is of the assets or the Equity Interests of the NMHG Mauritius Entities or, prior to the Australian Borrower Activation Date, the Australian Subsidiaries; (iv) such sale is of the assets or Equity Interests of any Subsidiary engaged in retail operations that is neither an Obligor nor a Pledged Entity; or (v) such sale is of the plants and/or Property described on Schedule 1.1(d) ; provided , however, that (%6) none of the Property subject to sales permitted above shall constitute Collateral, (%6) any non-cash consideration resulting from such sale (which shall be limited to not more than twenty-five percent (25.0%) of the total consideration for such sale) shall, to the extent received by an Obligor, be pledged or assigned to Agent pursuant to the applicable Security Documents to which it is a party, (%6) with respect to any such sale by a Borrower, such Borrower applies the Net Proceeds thereof to the Loans and (%6) before and after giving effect to such sale, no Default or Event of Default shall have occurred and be continuing;

(e) the transfer of Property from any Subsidiary to any Obligor, among any of the Obligors, or among any Subsidiaries not constituting Obligors, in each case, otherwise in accordance with the Loan Documents;

(f) Investments and dispositions of Investments in cash and Cash Equivalents permitted pursuant to Section 10.2.4(a) ;

(g) the transfer of Property permitted in connection with transactions permitted in Section 10.2.7 ;

(h) the sale of accounts receivable and related assets under any receivables factoring, discounting facility or receivables assignment facility by any Foreign Subsidiary that is not a Borrower in an aggregate amount not to exceed $10,000,000 outstanding at any time;

(i) Asset Dispositions of Property not constituting Collateral in connection with any sale-leaseback transaction not to exceed $100,000,000 (less any Purchase Money Debt outstanding under Section 10.2.1(d) ) in the aggregate during the term of this Agreement; and

(j) additional Asset Dispositions of Property other than Inventory and Accounts (and, following the PP&E Component Implementation Date, Equipment and Real Estate) of the

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Obligors which may be approved by Agent in its sole discretion and which result in Net Proceeds of not more than $5,000,000 in the aggregate and $2,000,000 in any single transaction in any Fiscal Year.

Notwithstanding the foregoing, any disposition of Equipment that is subject to a fixed charge under any Foreign Security Document to which any UK Domiciled Obligor is a party shall require the consent of the Agent.

10.2.6 Restrictions on Payment of Certain Debt . Make, directly or indirectly, any payment or other distribution (whether in cash, securities or other Property) of or in respect of principal of or interest on any Debt, or any payment or other distribution (whether in cash, securities or other Property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Debt, except:

(a) payments and other distributions in respect of Debt created under the Loan Documents;

(b) regularly scheduled interest and principal payments (excluding any excess cash flow payments but including payments due on the scheduled maturity), other than payments in respect of Subordinated Debt prohibited by the subordination provisions thereof;

(c) refinancings of Debt with proceeds of other Debt to the extent permitted by Section 10.2.1 ;

(d) any payment in respect of secured Debt (other than Permitted Term Debt) that becomes due as a result of the voluntary sale or transfer of the Property securing such Debt; and

(e) so long as no Default or Event of Default exists or would result therefrom, other payments and distributions in respect of Debt; provided that, after giving effect to such payment or distribution as if it occurred on the first day of the Pro Forma Period, either (%5) each of the following is satisfied: (%6) pro forma Total Excess Availability is greater than 15% of the aggregate Commitments at all times during the Pro Forma Period, (%6) pro forma U.S. Excess Availability is greater than 15% of the aggregate U.S. Revolver Commitments at all times during the Pro Forma Period and (%6) the Borrowers are in compliance with Section 10.3 (computed on a pro forma basis for the most recent four fiscal quarter period for which financials are required to be delivered), whether or not a Trigger Period is in effect, or (%5) each of the following is satisfied: (%6) pro forma Total Excess Availability is greater than 20% of the aggregate Commitments at all times during the Pro Forma Period and (%6) pro forma U.S. Excess Availability is greater than 20% of the aggregate U.S. Revolver Commitments at all times during the Pro Forma Period; provided , further that subsequent to the PP&E Component Implementation Date, the above-listed percentages in subclause (ii) shall instead be 25% in each case. Prior to making any payment or distribution under this clause (e) , the U.S. Borrower Agent shall deliver to Agent a certificate from a Senior Officer of the Parent certifying compliance with clause (e)(i) or (ii) above, as applicable.

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10.2.7 Fundamental Changes . Change its name or conduct business under any fictitious name; change its tax, charter or other organizational identification number; or change its form or state of organization, in each case without the prior written consent of Agent or liquidate, wind up its affairs or dissolve itself; or merge, combine or consolidate with any Person, whether in a single transaction or in a series of related transactions, except for the following:

(a) in connection with transactions permitted under Section 10.2.5 ;

(b) a merger of (i) a U.S. Domiciled Obligor into a U.S. Borrower or a Foreign Domiciled Obligor into a Foreign Borrower, (ii) a Guarantor (that is not a Borrower) into another Guarantor (that is not a Borrower), or (iii) any other Subsidiary (that is not an Obligor) into another Subsidiary (that is not an Obligor), provided that (%6) if the non-surviving entity was a Pledged Entity, the Equity Interests of such surviving entity shall be pledged to Agent as if such surviving entity is a newly acquired entity; (%6) if the non-surviving entity had pledged the Equity Interests of a Pledged Entity, the Person owning such Equity Interests of such Pledged Entity following such merger shall pledge such Equity Interests of the Pledged Entity to Agent; and (%6) the documents governing such merger are satisfactory to Agent; and

(c) any of the following:

(i) any dissolution or liquidation of the assets and liabilities of a U.S. Domiciled Obligor (that is not a Borrower) into another U.S. Domiciled Obligor;

(ii) any dissolution or liquidation of the assets and liabilities of a Foreign Domiciled Obligor (that is not a Borrower) into another Foreign Domiciled Obligor;

(iii) any dissolution or liquidation of the assets and liabilities of a Foreign Domiciled Obligor (that is not a Borrower) into a U.S. Domiciled Obligor; or

(iv) any dissolution or liquidation of the assets and liabilities of any Subsidiary that is not an Obligor into another Subsidiary or an Obligor,

so long as, in any case of clauses (i) through (iv) above:

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(A) if the dissolved or liquidated entity was a Pledged Entity, the Equity Interests of the entity into which such entity is liquidated or dissolved shall be pledged to Agent as if such entity acquiring the assets of such dissolved or liquidated entity is a newly acquired entity; and

(B) if the liquidated or dissolved entity had pledged the Equity Interests of a Pledged Entity, the Person

owning such Equity Interests of such Pledged Entity following such dissolution or liquidation shall pledge such Equity Interests of the Pledged Entity to Agent.

10.2.8 Accommodation Obligations . Directly or indirectly create or become or be liable with respect to any Accommodation Obligation, except:

(a) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of its business;

(b) (i) Permitted Existing Accommodation Obligations and any extensions, renewals or replacements thereof, provided that the aggregate Debt under any such extension, renewal or replacement is not greater than the Debt under, and shall be on terms no less favorable to Parent or any of its Subsidiaries, as applicable, than the terms of, the Permitted Existing Accommodation Obligation so extended, renewed or replaced; and (ii) Accommodation Obligations evidenced by Financing Agreements of the type described in clause (c) of the definition thereof, and any renewal, amendment, restatement or replacement thereof permitted by the definition thereof;

(c) Accommodation Obligations (i) arising under the Loan Documents, (ii) with respect to the Debt permitted under Section 10.2.1(d) so long as such Accommodation Obligations are unsecured and the remedies thereunder only arise after a default has occurred or is continuing under such related Debt or (iii) otherwise in respect of the Debt permitted under Section 10.2.1(a) or (h) ;

(d) Accommodation Obligations of the Obligors with respect to Lift Truck Financing Guarantees; provided , that Lift Truck Financing Guarantees described in clause(b)(iii) of the definition thereof shall not exceed $50,000,000;

(e) Accommodation Obligations (i) of Obligors with respect to Debt of Obligors; (ii) of Subsidiaries of the Parent not constituting Obligors with respect to Debt of Obligors or Pledged Entities; (iii) of Pledged Entities with respect to Debt of Pledged Entities; (iv) of Subsidiaries of the Parent not constituting Obligors with respect to Debt of Subsidiaries of the Parent not constituting Obligors; and (v) of Obligors with respect to Debt of Subsidiaries of the Parent not constituting Obligors in an aggregate amount, together with Debt permitted pursuant to Section 10.2.1(g)(v) and Investments permitted pursuant to Section 10.2.4(e)(v) but without duplication, not to exceed $60,500,000;

(f) Accommodation Obligations of Parent or any of the U.S. Domiciled Obligors in respect of Permitted Term Debt; and

(g) in addition to the Accommodation Obligations permitted by clauses (a) through (f) above, other unsecured Accommodation Obligations in an aggregate amount not to exceed $16,500,000 at any time outstanding.

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10.2.9 Subsidiaries . Form or acquire any Subsidiary after the Closing Date, except in accordance with Sections 10.1.9 , 10.2.4 and 10.2.7 .

10.2.10 Organic Documents . Amend, modify or otherwise change any of its Organic Documents in a manner adverse to Agent or Lenders.

10.2.11 Tax Consolidation . File or consent to the filing of any consolidated income tax return with any Person other than Parent and its Subsidiaries.

10.2.12 Accounting Changes . Make any material change in accounting treatment or reporting practices, except as required by GAAP and in accordance with Section 1.2 ; or change its Fiscal Year.

10.2.13 Restrictive Agreements . Become a party to any Restrictive Agreement, except a Restrictive Agreement (a) in effect on the Closing Date; (b) relating to secured Debt permitted hereunder, as long as the restrictions apply only to collateral for such Debt; or (c) constituting customary restrictions on assignment in leases and other contracts.

10.2.14 Hedging Agreements . Enter into any Hedging Agreement, except to hedge risks arising in the Ordinary Course of Business and not for speculative purposes.

10.2.15 Conduct of Business . Engage in any business, other than its business as conducted on the Closing Date and any business or activities which are substantially similar, related or incidental thereto.

10.2.16 Affiliate Transactions . Enter into or be party to any transaction with an Affiliate, except (a) transactions expressly permitted by the Loan Documents; (b) payment of reasonable compensation to officers and employees for services actually rendered, and payment of customary directors’ fees and indemnities; (c) transactions solely among Obligors within an Obligor Group; (d) transactions with Affiliates consummated prior to the Closing Date, as shown on Schedule 10.2.16 ; and (e) transactions with Affiliates in the Ordinary Course of Business, upon fair and reasonable terms and no less favorable than would be obtained in a comparable arm’s-length transaction with a non-Affiliate.

10.2.17 Plans . Become party to any Multiemployer Plan or Foreign Plan (that is a defined benefit pension plan), other than any in existence on the Closing Date.

10.3 Financial Covenant . Until the Commitments have terminated and Full Payment of all Obligations has occurred, the Parent and its Subsidiaries shall maintain a Fixed Charge Coverage Ratio of at least 1.0 to 1.0 for each period of four Fiscal Quarters while a Trigger Period is in effect, commencing with the most recent period for which financial statements were, or were required to be, delivered hereunder pursuant to Section 10.1.2(a) or (b) , as applicable, prior to the Trigger Period.

SECTION 11. EVENTS OF DEFAULT; REMEDIES ON DEFAULT

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11.1 Events of Default . Each of the following shall be an “ Event of Default ” if it occurs for any reason whatsoever, whether voluntary or involuntary, by operation of law or otherwise:

(a) Any Borrower fails to pay (i) any principal of the Loans when due (whether at stated maturity, on demand, upon acceleration or otherwise) or (ii) any other Obligations when due (whether at stated maturity, on demand, upon acceleration or otherwise) and, so long as no Cash Dominion Event exists, such failure shall continue for three Business Days; or

(b) Any representation, warranty or other written statement of an Obligor made in connection with any Loan Documents or transactions contemplated thereby is incorrect or misleading in any material respect when given;

(c) An Obligor breaches or fails to perform any covenant contained in Section 7.2 , 7.3 , 7.4 , 7.5 , 7.7 , 8.1 , 8.2.4 , 8.2.5 , 8.6.2 , 10.1.1 , 10.1.2 (except 10.1.2(i) ), 10.2 or 10.3 ;

(d) An Obligor breaches or fails to perform any other covenant contained in any Loan Documents, and such breach or failure is not cured within 30 days after a Senior Officer of such Obligor has knowledge thereof or receives notice thereof from Agent, whichever is sooner;

(e) A Guarantor repudiates, revokes or attempts to revoke its Guaranty; an Obligor or third party (other than Agent or any Lender) denies or contests the validity or enforceability of any Loan Documents or Obligations, or the perfection or priority of any Lien granted to Agent; or any Loan Document ceases to be in full force or effect for any reason (other than a waiver or release by Agent and Lenders);

(f) (i) Parent or any of its Subsidiaries shall fail to make any payment when due after any applicable grace period (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Debt (other than the Obligations) in excess of $10,000,000, or (ii) any breach or default of Parent or any of its Subsidiaries occurs under (A) any Hedging Agreement or (B) any instrument or agreement to which it is a party or by which it or any of its Properties is bound, relating to any Debt (other than the Obligations) in excess of $10,000,000, if the maturity of or any payment with respect to such Debt may be accelerated or demanded due to such breach;

(g) Any judgment or order for the payment of money is entered against Parent or any of its Subsidiaries in an amount that exceeds, individually or cumulatively with all unsatisfied judgments or orders against Parent and its Subsidiaries, $2,000,000 (net of insurance coverage therefor that has not been denied by the insurer), unless a stay of enforcement of such judgment or order is in effect, by reason of a pending appeal or otherwise;

(h) An Insolvency Proceeding is commenced by Parent or any of its Subsidiaries; Parent or any of its Subsidiaries makes an offer of settlement, extension or composition to its unsecured creditors generally; Parent or any of its Subsidiaries agrees to or commences any liquidation, dissolution, receivership or winding up of its affairs (other than as permitted under Section 10.2.7 ); a trustee is appointed to take possession of any substantial Property of or to operate any of the business of Parent or any of its Subsidiaries; or an Insolvency Proceeding is commenced

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against Parent or any of its Subsidiaries and such Person consents to institution of the proceeding, the petition commencing the proceeding is not timely contested by such Person, the petition is not dismissed within 30 days after filing (other than with respect to any Australian Domiciled Obligor, as to which the 30 day period shall not apply and an Event of Default shall immediately arise), or an order for relief is entered in the proceeding;

(i) Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of an Australian Domiciled Obligor;

(j) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) an ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan; (ii) Parent or any of its Subsidiaries or ERISA Affiliates fail to pay when due any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan; or (iii) any event similar to the foregoing occurs or exists with respect to a Foreign Plan;

(k) The Pensions Regulator issues a Financial Support Direction or a Contribution Notice to any UK Domiciled Obligor; or

(l) A Change of Control occurs.

11.2 Remedies upon Default . If an Event of Default described in Section 11.1(h) occurs, then to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:

(a) declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice of any kind, all of which are hereby waived by Obligors to the fullest extent permitted by law;

(b) terminate, reduce or condition any Commitment, or make any adjustment to any Borrowing Base;

(c) require Obligors to Cash Collateralize their LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and

(d) together with the Security Trustee, exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC or other similar domestic or foreign statutes. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Obligors to assemble Collateral,

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at Obligors’ expense, and make it available to Agent and Security Trustee at a place designated by any of them; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by an Obligor, Obligors agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent and Security Trustee, in their discretion, deem advisable. Each Obligor agrees that 10 days’ notice of any proposed sale or other disposition of Collateral by Agent or Security Trustee shall be reasonable, and that any sale conducted on the internet or to a licensor of Intellectual Property shall be commercially reasonable. Agent and Security Trustee may conduct sales on any Obligor’s premises, without charge, and any sale may be adjourned from time to time in accordance with Applicable Law. Agent and Security Trustee shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent and Security Trustee may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and set off the amount of such price against the Obligations.

11.3 License . Agent and Security Trustee are hereby granted an irrevocable, non-exclusive license or other right, effective only upon and during the continuance of an Event of Default, to use, license or sub-license (without payment of royalty or other compensation to any Person) any or all Intellectual Property of Obligors, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral. Each Obligor’s rights and interests under Intellectual Property shall inure to Agent’s and Security Trustee’s benefit.

11.4 Setoff . At any time during an Event of Default, each of Agent, Security Trustee, any Issuing Bank, any Lender and any of their respective Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Security Trustee, such Issuing Bank, such Lender or such Affiliate to or for the credit or the account of an Obligor against its Obligations, whether or not Agent, Security Trustee, such Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Security Trustee, such Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness. The rights of Agent, Security Trustee, each Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

11.5 Remedies Cumulative; No Waiver .

11.5.1 Cumulative Rights . All agreements, warranties, guaranties, indemnities and other undertakings of Obligors under the Loan Documents are cumulative and not in derogation of each other. The rights and remedies of Agent, Security Trustee and Lenders under the Loan Documents are cumulative, may be exercised at any time and from time to time, concurrently or in

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any order, and are not exclusive of any other rights or remedies available by agreement, by law, at equity or otherwise. All such rights and remedies shall continue in full force and effect until Full Payment of all Obligations.

11.5.2 Waivers . No waiver or course of dealing shall be established by (a) the failure or delay of Agent, Security Trustee or any Lender to require strict performance by any Obligor under any Loan Document, or to exercise any rights or remedies with respect to Collateral or otherwise; (b) the making of any Loan or issuance of any Letter of Credit during a Default, Event of Default or other failure to satisfy any conditions precedent; or (c) acceptance by Agent, Security Trustee or any Lender of any payment or performance by an Obligor under any Loan Documents in a manner other than that specified therein. It is expressly acknowledged by Obligors that any failure to satisfy the financial covenant set forth in Section 10.3 on a measurement date shall not be cured or remedied by satisfaction of such covenant on a subsequent date.

SECTION 12. AGENT AND SECURITY TRUSTEE

12.1 Appointment, Authority and Duties of Agent .

12.1.1 Appointment and Authority . Each Secured Party appoints and designates Bank of America as Agent under all Loan Documents. Agent may, and each Secured Party authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Documents, for the Agent’s benefit and the Pro Rata benefit of the Secured Parties. Each Secured Party agrees that any action taken by the Agent or Required Lenders (as applicable) in accordance with the provisions of the Loan Documents, and the exercise by the Agent or Required Lenders (as applicable) of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Secured Parties. Without limiting the generality of the foregoing, Agent, together with Security Trustee, shall have the sole and exclusive authority to act as the disbursing and collecting agent for Lenders with respect to all payments and collections arising in connection with the Loan Documents; execute and deliver as Agent each Loan Document, including any intercreditor or subordination agreement (or joinder thereto), and accept delivery of each Loan Document from any Obligor or other Person; act as collateral agent and security trustee, as applicable, for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; manage, supervise or otherwise deal with Collateral; and take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral or under any Loan Document, Applicable Law or otherwise. Agent alone shall be authorized to determine eligibility and applicable advance rates under any Borrowing Base, whether to impose or release any reserve, or whether any conditions to funding or issuance of a Letter of Credit have been satisfied, which determinations and judgments, if exercised in good faith, shall exonerate Agent from liability to any Secured Party or other Person for any error in judgment.

12.1.2 Duties . The title of “Agent” is used solely as a matter of market custom and the duties of Agent are administrative in nature only. Agent has no duties except those expressly set forth in the Loan Documents, and in no event does Agent or Security Trustee have any agency, fiduciary or implied duty to or relationship with any Secured Party or other Person by reason of any Loan Document or related transaction. The conferral upon Agent or Security Trustee of any

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right shall not imply a duty to exercise such right, unless instructed to do so by Lenders in accordance with this Agreement.

12.1.3 Agent Professionals . Agent and Security Trustee may perform its duties through agents and employees. Agent and Security Trustee may consult with and employ Agent Professionals, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by an Agent Professional. Agent and Security Trustee shall not be responsible for the negligence or misconduct of any agents, employees or Agent Professionals selected by it with reasonable care.

12.1.4 Instructions of Required Lenders . The rights and remedies conferred upon Agent and Security Trustee under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. In determining compliance with a condition for any action hereunder, including satisfaction of any condition in Section 6 , Agent may presume that the condition is satisfactory to a Secured Party unless Agent has received notice to the contrary from such Secured Party before Agent takes the action. Agent may request instructions from Required Lenders or other Secured Parties with respect to any act (including the failure to act) in connection with any Loan Documents or Collateral, and may seek assurances to its satisfaction from Secured Parties of their indemnification obligations against all Claims that could be incurred by Agent in connection with any act. Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Agent shall not incur liability to any Person by reason of so refraining. Instructions of Required Lenders shall be binding upon all Secured Parties, and no Secured Party shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting pursuant to instructions of Required Lenders. Notwithstanding the foregoing, instructions by and consent of specific parties shall be required to the extent provided in Section 14.1.1 . In no event shall Agent be required to take any action that it determines, in its discretion, is contrary to Applicable Law or any Loan Documents or could subject any Agent Indemnitee to liability.

12.2 European Security Trustee .

12.2.1 Appointment .

(a) The Foreign Facility Secured Parties appoint European Security Trustee to hold (i) any security interest created by any European Security Agreement; and (ii) the covenants and undertakings of the relevant European Security Agreements, with respect to any jurisdiction where the concept of trust is appropriate, on trust for the Foreign Facility Secured Parties and with respect to any jurisdiction where the concept of trust is not appropriate, as security agent for Foreign Facility Secured Parties, and, in each case, European Security Trustee accepts that appointment.

(b) European Security Trustee, its subsidiaries and associated companies may retain for its own account and benefit any fee, remuneration and profits paid to it in connection with (i) its activities under the Loan Documents and (ii) its engagement in any kind of banking or other business with any Obligor.

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12.2.2 Delegation . European Security Trustee may delegate to any Person on such terms (which may include the power to sub-delegate) and subject to such conditions as it thinks fit, all or any of the rights, powers, authorities and discretions vested in it by any of the Loan Documents.

12.2.3 Separate European Security Trustees .

(a) European Security Trustee may (whether for the purpose of complying with any law or regulation of any overseas jurisdiction, or for any other reason) appoint any Person to act jointly with European Security Trustee either as a separate trustee or as a co-trustee (each an “ Appointee ”) on such terms and subject to such conditions as European Security Trustee thinks fit and with such of the rights, powers, authorities and discretions vested in European Security Trustee by any Loan Document as may be conferred by the instrument of appointment of the Appointee.

(b) European Security Trustee may pay reasonable remuneration to any Appointee, together with any costs and expenses (including legal fees) reasonably incurred by the Appointee in connection with its appointment. All such remuneration, costs and expenses shall be treated, for the purposes of this Agreement, as paid or incurred by European Security Trustee.

12.2.4 European Security Agreements .

(a) Each Foreign Facility Secured Party confirms its approval of the relevant European Security Agreements and of any security interest intended to be created under it, and authorizes and instructs European Security Trustee to execute and deliver the relevant European Security Agreements.

(b) European Security Trustee may accept without enquiry the title (if any) which any Person may have to any assets over which security interest is intended to be created by the relevant European Security Agreements, and shall not be liable to any other party for any defect in or failure of any such title.

(c) European Security Trustee shall not be (i) liable or responsible to any Foreign Facility Secured Party for any failure to perfect, protect, register, make any filing or give notice in respect of the security interest intended to be created by the relevant European Security Agreements, unless that failure arises directly from its own gross negligence or willful misconduct; (ii) obliged to insure any assets over which security interest is intended to be created by the relevant European Security Agreements, to require any other person to maintain any such insurance, or to make any enquiry or conduct any investigation into the legality, validity, effectiveness, adequacy or enforceability of any insurance existing over any such asset; or (iii) obliged to hold in its own possession the relevant European Security Agreements, title deed or other document relating to any assets over which security interest is intended to be created by the relevant European Security Agreements.

12.2.5 European Security Trustee as Proprietor . Each Foreign Facility Secured Party confirms that it does not wish to be registered as a joint proprietor of any mortgage or charge created pursuant to the relevant European Security Agreements and accordingly authorizes the European Security Trustee to hold such mortgages and charges in its sole name as trustee for Foreign Facility

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Secured Parties; and requests the Land Registry (or other relevant registry) to register European Security Trustee as a sole proprietor (or heritable creditor, as the case may be) of any such mortgage or charge.

12.2.6 Investments . Except to the extent that an European Security Agreement otherwise requires, any moneys received by European Security Trustee under or pursuant to an European Security Agreement may be invested in any investments which it may select and which are authorized by Applicable Law; or placed on deposit at any bank or institution (including itself) on such terms as it may think fit, in each case in the name or under the control of European Security Trustee, and those moneys, together with any accrued income (net of any applicable Tax) shall be held by European Security Trustee to the order of the Agent, and shall be payable to the Agent on demand.

12.2.7 Foreign Facility Secured Parties’ Indemnity to European Security Trustee . Each Foreign Facility Secured Party shall indemnify European Security Trustee, its delegates and sub-delegates and Appointees (each an “ Indemnified Party ” ), within three Business Days of demand, against any cost, loss or liability incurred by European Security Trustee or the relevant Indemnified Party (otherwise than by reason of the gross negligence or willful misconduct of European Security Trustee or that Indemnified Party) in acting as European Security Trustee or its delegate, sub-delegate or Appointee under the relevant European Security Agreements (except to the extent that European Security Trustee, or the relevant Indemnified Party has been reimbursed by any Obligor pursuant to the relevant European Security Agreements).

12.2.8 Conduct of Business by European Security Trustee . No provision of this Agreement will interfere with the right of European Security Trustee to arrange its affairs (tax or otherwise) in whatever manner it thinks fit; oblige European Security Trustee to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or oblige European Security Trustee to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of tax.

12.2.9 Liability of European Security Trustee .

(a) European Security Trustee shall not nor shall any of its officers, employees or agents from time to time be responsible for: the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by any Obligor or any other person given in or in connection with the relevant European Security Agreements; or the legality, validity, effectiveness, adequacy or enforceability of the relevant European Security Agreements or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with the relevant European Security Agreements.

(b) Without limiting Section 12.2.9(a) , European Security Trustee shall not be liable for any action taken by it or not taken by it under or in connection with the relevant European Security Agreements, unless directly caused by its gross negligence or willful misconduct.

(c) No party (other than European Security Trustee) may take any proceedings against any officer, employee or agent of European Security Trustee in respect of any claim it might

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have against European Security Trustee or in respect of any act or omission of any kind by that officer, employee or agent in relation to the relevant European Security Agreements and any officer, employee or agent of European Security Trustee may rely on this Section 12.2.9 and the provisions of the Contracts (Rights of Third Parties) Act 1999.

(d) European Security Trustee shall not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Loan Documents to be paid by European Security Trustee, if European Security Trustee has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognized clearing or settlement system used by European Security Trustee for that purpose.

(e) Without affecting the responsibility of Obligors for information supplied by them or on their behalf in connection with any Loan Document, each Foreign Facility Secured Party confirms to European Security Trustee that it has been, and shall continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with the relevant European Security Agreements including but not limited to: (i) the financial condition, status and nature of the Obligors; (ii) the legality, validity, effectiveness, adequacy or enforceability of the relevant European Security Agreements and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with the relevant European Security Agreements; (iii) whether such Foreign Facility Secured Party has recourse, and the nature and extent of that recourse, against any party or any of its respective assets under or in connection with any Loan Document, the transactions contemplated by the European Security Agreements or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with the relevant European Security Agreements; and (iv) the adequacy, accuracy and/or completeness of any information provided by any person under or in connection with the relevant European Security Agreements, the transactions contemplated by the relevant European Security Agreements or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with the relevant European Security Agreements.

12.2.10 Other European Security Agreement Matters .

(a) European Security Trustee shall accept without investigation, requisition or objection, such title as any person may have to the assets which are subject to the relevant European Security Agreements and shall not (i) be bound or concerned to examine or enquire into the title of any person; (ii) be liable for any defect or failure in the title of any person, whether that defect or failure was known to European Security Trustee or might have been discovered upon examination or enquiry and whether capable of remedy or not; or (iii) be liable for any failure on its part to give notice of the relevant European Security Agreements to any third party or otherwise perfect or register the security interests created by the relevant European Security Agreements (unless such failure arises directly from European Security Trustee’s gross negligence or willful misconduct).

(b) European Security Trustee shall hold the relevant European Security Agreements and all proceeds of enforcement of them on trust for the Foreign Facility Secured Parties on the terms and conditions of this Agreement.

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(c) The relevant European Security Agreements shall rank as continuing security interest for the discharge of the liabilities secured by it.

12.2.11 Disposals .

(a) Subject to Section 12.4.1 , European Security Trustee is authorized by each of the Foreign Facility Secured Parties to execute on behalf of itself and each such Foreign Facility Secured Party without the need for any further referral to or authority from such Foreign Facility Secured Party, any release of the security interests created by the relevant European Security Agreements over that asset and, if such asset comprises all of the shares in any Obligor, European Security Trustee is further authorized, without the need for any further referral to or authority from such Foreign Facility Secured Party, to execute a release of any security interests granted by such Obligor over its assets pursuant to any of the European Security Agreements.

(b) Each Foreign Facility Secured Party undertakes to execute such releases and other documents as may be necessary to give effect to the releases specified in Section 12.2.11(a) .

12.2.12 Trust . The perpetuity period for each trust created by this Agreement shall be 80 years.

12.2.13 Appointment and Retirement of European Security Trustee . European Security Trustee subject to the appointment of a successor (in consultation with the Foreign Borrower Agent) may, and must if the Agent requires, retire at any time from its position as European Security Trustee under the Loan Documents without assigning any reason, and must give notice of its intention to retire by giving to the other Foreign Facility Secured Parties and the Foreign Borrower Agent not less than 30 days’ nor more than 60 days’ notice.

12.2.14 Appointment of Successor . Agent may, with the approval of Foreign Borrower Agent (such approval not to be unreasonably withheld) other than during the continuation of an Event of Default, appoint a successor to European Security Trustee, during the period of notice in Section 12.2.13 . If no successor is appointed by the Agent, European Security Trustee may appoint (after consultation with the Agent and Foreign Borrower Agent) its successor. The Foreign Facility Secured Parties shall promptly enter into any agreements that the successor may reasonably require to effect its appointment.

12.2.15 Discharge of European Security Trustee . From the date that the appointment of a successor is effected under Section 12.2.14 , the retiring European Security Trustee must be discharged from any further obligations under the Loan Documents as European Security Trustee, and the successor to European Security Trustee and each of the other Foreign Facility Secured Parties have the same rights and obligations between themselves as they would have had if the successor had been a party to those Loan Documents.

12.2.16 Parallel Debt Obligations . In order to ensure the continuing validity of the security interests governed by Dutch law (a) each Dutch Domiciled Obligor irrevocably and unconditionally undertakes (that undertaking in respect of any amount, a “ Parallel Debt Obligation ” and in respect of all of them, the “ Parallel Debt Obligations ”) to pay to the European

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Security Trustee an amount equal to and in the same currency as all amounts from time to time due and payable by that Dutch Domiciled Obligor to the Foreign Lenders under the Loan Documents (the obligations to the Foreign Lenders in respect of any amount and a certain currency, an “ Original Obligation ” and its obligations to the Foreign Lenders in respect of all of them, the “Original Obligations ”); (b) the Parallel Debt Obligations shall be separate from and independent of the Original Obligations, so that the European Security Trustee will have an independent right to demand performance of any Parallel Debt Obligation; (c) the Parallel Debt Obligations shall be owed to the European Security Trustee in its own name and any European Security Agreement governed by Dutch law shall also be expanded to secure the Parallel Debt Obligations; (d) the Foreign Lenders, the Dutch Domiciled Obligors and the European Security Trustee acknowledge that the European Security Trustee acts in its own name and not as an agent or representative of the Foreign Lenders and the security interests governed by Dutch law created in favor of the European Security Trustee will not be held on trust; (e) other than as set out in Section 12.2.16(f) , the Parallel Debt Obligations shall not limit or affect the existence of the Original Obligations, for which the Foreign Lenders shall have an independent right to demand performance (to the extent permitted by this Agreement); (f) payment by the Dutch Domiciled Obligors of any Parallel Debt Obligation shall to the same extent decrease and be a good discharge of the corresponding Original Obligation owing to the Foreign Lenders and payment by the Dutch Domiciled Obligors of any Original Obligations to the Foreign Lenders shall to the same extent decrease and be a good discharge of the corresponding Parallel Debt Obligation owing by it to the European Security Trustee; and (g) without limiting or affecting the European Security Trustee’s right to protect, preserve or enforce its rights under any European Security Agreements governed by Dutch law, the European Security Trustee undertakes to the Foreign Lenders not to exercise its rights in respect of any Parallel Debt Obligation without the consent of the Agent. Notwithstanding clause (f) above, no Dutch Domiciled Obligor may pay any Parallel Debt Obligation other than at the instruction of, and in the manner determined by, the European Security Trustee. For the avoidance of doubt, the Parallel Debt Obligations will become due and payable ( opeisbaar ) at the same time as the corresponding Original Obligations.

12.3 Australian Security Trustee .

12.3.1 Australian Security Trust Deed . On or before the Australian Borrower Activation Date:

(a) the Australian Security Trustee, the Agent, each Foreign Facility Secured Party and each Australian Domiciled Obligor shall enter into the Australian Security Trust Deed; and

(b) the Australian Security Trustee, the Agent, each Foreign Facility Secured Party or any Australian Domiciled Obligor shall enter into any other documents as may be required by the Australian Security Trustee or the Agent in connection the Australian Security Trust Deed.

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12.4 Agreements Regarding Collateral and Reports .

12.4.1 Lien Releases; Care of Collateral .

(a) Foreign Facility Secured Parties authorize Agent and Security Trustee to release any Lien with respect to any Foreign Facility Collateral (i) upon Full Payment of the Foreign Facility Obligations or in connection with a liquidation or dissolution permitted under Section 10.2.7 ; (ii) that the Foreign Borrower Agent certifies in writing to Agent is subject to a disposal permitted under Section 10.2.5 or a Lien which Foreign Borrower Agent certifies is permitted under Section 10.2.2 and entitled to priority over Agent’s and Security Trustee’s Liens (and Agent or Security Trustee, as applicable, may rely conclusively on any such certificate without further inquiry); (iii) that does not constitute a material part of the Foreign Facility Collateral; (iv) following an Event of Default, in connection with an enforcement action and realization on Foreign Facility Collateral; or (v) with the written consent of the Required Borrower Group Lenders; provided that, a release of all or substantially all of the Foreign Facility Collateral shall require the written consent of all Foreign Lenders.

(b) U.S. Facility Secured Parties authorize the Agent to release any Lien with respect to any U.S. Facility Collateral (i) upon Full Payment of the U.S. Facility Obligations or in connection with a liquidation or dissolution permitted under Section 10.2.7 ; (ii) that the U.S. Borrower Agent certifies in writing to the Agent is subject to a disposal permitted under Section 10.2.5 or a Lien which the U.S. Borrower Agent certifies is permitted under Section 10.2.2 and entitled to priority over the Agent’s Liens (and the Agent may rely conclusively on any such certificate without further inquiry); (iii) that does not constitute a material part of the U.S. Facility Collateral; (iv) following an Event of Default, in connection with an enforcement action and realization on U.S. Facility Collateral; or (v) with the written consent of the Required Borrower Group Lenders; provided that, a release of all or substantially all of the U.S. Facility Collateral shall require the written consent of all U.S. Lenders. Agent shall have no obligation to assure that any Collateral exists or is owned by an Obligor, or is cared for, protected or insured, nor to assure that Agent’s or any Security Trustee’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral.

12.4.2 Possession of Collateral .

(a) Agent and Foreign Facility Secured Parties appoint each Foreign Lender as agent (for the benefit of Foreign Facility Secured Parties) for the purpose of perfecting Liens in any Foreign Facility Collateral held or controlled by such Foreign Lender, to the extent such Liens are perfected by possession or control.

(b) Agent and U.S. Facility Secured Parties appoint each U.S. Lender as agent (for the benefit of U.S. Facility Secured Parties) for the purpose of perfecting Liens in any U.S. Facility Collateral held or controlled by such U.S. Lender, to the extent such Liens are perfected by possession or control.

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(c) If any Lender obtains possession or control of any Collateral, it shall notify Agent thereof and, promptly upon Agent’s request, deliver such Collateral to Agent or Security Trustee or otherwise deal with it in accordance with Agent’s instructions.

12.4.3 Reports . Agent shall promptly provide to each Applicable Lender, when complete, copies of any field examination, audit or appraisal report prepared by or for the Agent with respect to any Obligor or Collateral (“ Report ”). Reports and other Borrower Materials may be made available to Lenders by providing access to them on the Platform, but Agent shall not be responsible for system failures or access issues that may occur from time to time. Each Lender agrees (a) that neither Bank of America nor Agent makes any representation or warranty as to the accuracy or completeness of any Report, and shall not be liable for any information contained in or omitted from any Report; that the Reports are not intended to be comprehensive audits or examinations, and that Agent or any other Person performing any audit or examination will inspect only specific information regarding the Obligations or Collateral and will rely significantly upon the applicable Obligors’ books and records as well as upon representations of the applicable Obligors’ officers and employees and (b) that Agent makes no representation or warranty as to the accuracy or completeness of any Borrower Materials and shall not be liable for any information contained in or omitted from any Borrower Materials, including any Report; and (c) to keep all Reports and Borrower Materials confidential and strictly for such Lender’s internal use, and not to distribute any Report or Borrower Materials (or the contents thereof) to any Person (except to such Lender’s Participants, attorneys and accountants, provided such persons are informed of the confidential nature of such Reports and Borrower Materials and instructed to keep it confidential and strictly for such Lender’s use) or use any Report in any manner other than administration of the Loans and other Obligations. Each Lender shall indemnify and hold harmless Agent and any other Person preparing a Report from any action such Lender may take as a result of or any conclusion it may draw from any Report or other Borrower Materials, as well as from any Claims arising as a direct or indirect result of Agent furnishing a Report or any Borrower Materials to such Lender, via the Platform or otherwise.

12.5 Reliance By Agent . Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telecopy or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person. Agent shall have a reasonable and practicable amount of time to act upon any instruction, notice or other communication under any Loan Document, and shall not be liable for any delay in acting.

12.6 Action Upon Default . Agent shall not be deemed to have knowledge of any Default or Event of Default, or of any failure to satisfy any conditions in Section 6 , unless it has received written notice from a Borrower Agent or Required Lenders specifying the occurrence and nature thereof. If any Lender acquires knowledge of a Default, Event of Default or failure of such conditions, it shall promptly notify Agent and the other Lenders thereof in writing. Each Secured Party agrees that, except as otherwise provided in any Loan Documents or with the written consent of Agent and Required Lenders, it will not take any Enforcement Action, accelerate Obligations (other than Secured Bank Product Obligations), or exercise any right that it might otherwise have

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under Applicable Law to credit bid at foreclosure sales, UCC sales or other similar dispositions of Collateral or to assert any rights relating to any Collateral.

12.7 Ratable Sharing . If any Lender shall obtain any payment or reduction of any Obligation, whether through set-off or otherwise, in excess of its share of such Obligation, determined on a Pro Rata basis or in accordance with Section 5.5.1 , as applicable, such Lender shall forthwith purchase from Agent, any Issuing Bank and the other Applicable Lenders such participations in the affected Obligation as are necessary to cause the purchasing Lender to share the excess payment or reduction on a Pro Rata basis or in accordance with Section 5.5.1 , as applicable. If any of such payment or reduction is thereafter recovered from the purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. Notwithstanding the foregoing, if a Defaulting Lender obtains a payment or reduction of any Obligation, it shall immediately turn over the full amount thereof to Agent for application under Section 4.2 and it shall provide a written statement to Agent describing the Obligation affected by such payment or reduction. No Lender shall set off against any Dominion Account without the prior consent of Agent.

12.8 Indemnification . EACH SECURED PARTY SHALL INDEMNIFY AND HOLD HARMLES S AGENT INDEMNITEES AND ISSUING BANK INDEMNITEES, TO THE EX TENT NOT REIMBURSED BY OBLIGORS (BUT WITHOUT LIMITING THE INDEMNIFICATION OBLIGATIONS OF OBLIGORS UNDER ANY LOAN DOCUMENTS), ON A PRO RATA BASIS, AGAINST ALL CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY SUCH INDEMNITEE, PROVIDED THAT ANY CLAI M AGAINST AN AGENT INDEMNITEE RELATES TO OR ARISES FROM ITS ACTING AS OR FOR AGEN T (IN THE CAPACITY OF AGENT). In Agent’s discretion, it may reserve for any Claims made against an Agent Indemnitee or Issuing Bank Indemnitee, and may satisfy any judgment, order or settlement relating thereto, from proceeds of Collateral prior to making any distribution of Collateral proceeds to Secured Parties. If Agent is sued by any receiver, trustee or other Person for any alleged preference or fraudulent transfer, then any monies paid by Agent in settlement or satisfaction of such proceeding, together with all interest, costs and expenses (including attorneys’ fees) incurred in the defense of same, shall be promptly reimbursed to Agent by each Secured Party to the extent of its Pro Rata share.

12.9 Limitation on Responsibilities of Agent . Agent shall not be liable to any Secured Party for any action taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by Agent’s gross negligence or willful misconduct. Agent does not assume any responsibility for any failure or delay in performance or any breach by any Obligor, Lender or other Secured Party of any obligations under the Loan Documents. Agent does not make any express or implied representation, warranty or guarantee to Secured Parties with respect to any Obligations, Collateral, Liens, Loan Documents or Obligor. No Agent Indemnitee shall be responsible to Secured Parties for any recitals, statements, information, representations or warranties contained in any Loan Documents or Borrower Materials; the execution, validity, genuineness, effectiveness or enforceability of any Loan Documents; the genuineness, enforceability, collectability, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any

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Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor or Account Debtor. No Agent Indemnitee shall have any obligation to any Secured Party to ascertain or inquire into the existence of any Default or Event of Default, the observance by any Obligor of any terms of the Loan Documents, or the satisfaction of any conditions precedent contained in any Loan Documents.

12.10 Successor Agent and Co-Agents .

12.10.1 Resignation; Successor Agent . Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and the Borrower Agents. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be a U.S. Lender or an Affiliate of a U.S. Lender; or a financial institution that is organized under the laws of the U.S. or any state or district thereof reasonably acceptable to Required Lenders and ( provided no Default or Event of Default exists) the Borrower Agents. If no successor Agent is appointed prior to the effective date of Agent’s resignation, then Agent may appoint a successor agent that is a financial institution acceptable to it (which shall be a Lender unless no Lender accepts the role) or in the absence of such appointment, Required Lenders shall on such date assume all rights and duties of Agent hereunder. Upon acceptance by any successor Agent of its appointment hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have all rights and protections under the Loan Documents with respect to any actions taken or omitted to be taken by it while Agent, including the indemnification set forth in Sections 12.8 and 14.2 , and all rights and protections under this Section 12 . Any successor to Bank of America by merger or acquisition of stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.

2.10.2 Co-Collateral Agent . If appropriate under Applicable Law, Agent may appoint a Person to serve as a co-collateral agent or separate collateral agent under any Loan Document. Each right, remedy and protection intended to be available to Agent under the Loan Documents shall also be vested in such agent. Secured Parties shall execute and deliver any instrument or agreement that Agent may request to effect such appointment. If any such agent shall die, dissolve, become incapable of acting, resign or be removed, then all the rights and remedies of the agent, to the extent permitted by Applicable Law, shall vest in and be exercised by Agent until appointment of a new agent.

12.11 Due Diligence and Non-Reliance . Each Lender acknowledges and agrees that it has, independently and without reliance upon Agent or any other Lenders, and based upon such documents, information and analyses as it has deemed appropriate, made its own credit analysis of each Obligor and its own decision to enter into this Agreement and to fund Loans and participate in LC Obligations hereunder. Each Secured Party has made such inquiries as it feels necessary concerning the Loan Documents, Collateral and Obligors. Each Secured Party acknowledges and agrees that the other Secured Parties have made no representations or warranties concerning any Obligor, any Collateral or the legality, validity, sufficiency or enforceability of any Loan Documents or Obligations. Each Secured Party will, independently and without reliance upon any other Secured Party, and based upon such financial statements, documents and information as it deems appropriate

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at the time, continue to make and rely upon its own credit decisions in making Loans and participating in LC Obligations, and in taking or refraining from any action under any Loan Documents. Except for notices, reports and other information expressly requested by a Lender, Agent shall have no duty or responsibility to provide any Secured Party with any notices, reports or certificates furnished to Agent by any Obligor or any credit or other information concerning the affairs, financial condition, business or Properties of any Obligor (or any of its Affiliates) which may come into possession of Agent or its Affiliates.

12.12 Remittance of Payments and Collections .

12.12.1 Remittances Generally . All payments by any Lender to Agent shall be made by the time and on the day set forth in this Agreement, in immediately available funds. If no time for payment is specified or if payment is due on demand by Agent and request for payment is made by Agent by 1:00 p.m. (Local Time) on a Business Day, payment shall be made by Lender not later than 3:00 p.m. (Local Time) on such day, and if request is made after 1:00 p.m. (Local Time), then payment shall be made by 11:00 a.m. (Local Time) on the next Business Day. Payment by Agent to any Secured Party shall be made by wire transfer, in the type of funds received by Agent. Any such payment shall be subject to Agent’s right of offset for any amounts due from such payee under the Loan Documents.

12.12.2 Failure to Pay . If any Secured Party fails to pay any amount when due by it to Agent pursuant to the terms hereof, such amount shall bear interest, from the due date until paid in full, at the rate determined by Agent as customary for interbank compensation for two Business Days and thereafter at the Default Rate for U.S. Base Rate Loans. In no event shall Borrowers be entitled to receive credit for any interest paid by a Secured Party to Agent, nor shall any Defaulting Lender be entitled to interest on any amounts held by Agent pursuant to Section 4.2 .

12.12.3 Recovery of Payments . If Agent pays an amount to a Secured Party in the expectation that a related payment will be received by Agent from an Obligor and such related payment is not received, then Agent may recover such amount from the Secured Party. If Agent determines that an amount received by it must be returned or paid to an Obligor or other Person pursuant to Applicable Law or otherwise, then Agent shall not be required to distribute such amount to any Secured Party. If any amounts received and applied by Agent to Obligations held by a Secured Party are later required to be returned by Agent pursuant to Applicable Law, such Secured Party shall pay to Agent, on demand , its share of the amounts required to be returned.

12.13 Individual Capacities . As a Lender, Bank of America shall have the same rights and remedies under the Loan Documents as any other Lender, and the terms “Lenders,” “Required Lenders” or any similar term shall include Bank of America in its capacity as a Lender. Agent, Lenders and their Affiliates may accept deposits from, lend money to, provide Bank Products to, act as financial or other advisor to, and generally engage in any kind of business with, Obligors and their Affiliates, as if they were not Agent or Lenders hereunder, without any duty to account therefor to any Secured Party. In their individual capacities, Agent, Lenders and their Affiliates may receive information regarding Obligors, their Affiliates and their Account Debtors (including information subject to confidentiality obligations), and shall have no obligation to provide such information to any Secured Party.

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12.14 Titles . Each Lender, other than Bank of America, that is designated (on the cover page of this Agreement or otherwise) by Bank of America as an “Arranger,” “Bookrunner” or “Agent” of any type shall have no right, power or duty under any Loan Documents other than those applicable to all Lenders, and shall in no event have any fiduciary duty to any Secured Party.

12.15 Bank Product Providers . Each Secured Bank Product Provider, by delivery of a notice to Agent of a Bank Product, agrees to be bound by the Loan Documents, including Sections 5.5 , 14.3.3 and 12 . Each Secured Bank Product Provider shall indemnify and hold harmless Agent Indemnitees, to the extent not reimbursed by Obligors, against all Claims that may be incurred by or asserted against any Agent Indemnitee in connection with such provider’s Secured Bank Product Obligations.

12.16 Withholding Taxes . To the extent required by any Applicable Law, the Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the IRS or any other Governmental Authority asserts a claim that the Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed by such Lender, such Lender failed to notify the Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason or such Lender otherwise failed to comply with Section 5.8 or Section 5.9 , or if the Agent reasonably determined that a payment was made to a Lender pursuant to this Agreement without deduction or applicable withholding Tax from such payment, such Lender shall indemnify the Agent fully for all amounts paid, directly or indirectly, by the Agent as Tax or otherwise, including any expenses (including legal expenses) incurred.

12.17 No Third Party Beneficiaries . This Section 12 is an agreement solely among Secured Parties and Agent, and shall survive Full Payment of the Obligations. This Section 12 does not confer any rights or benefits upon Obligors or any other Person. As between Obligors and Agent, any action that Agent may take under any Loan Documents or with respect to any Obligations shall be conclusively presumed to have been authorized and directed by Secured Parties.

SECTION 13. BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS

13.1 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of Obligors, Agent, Lenders, Secured Parties, and their respective successors and assigns, except that (a) no Obligor shall have the right to assign its rights or delegate its obligations under any Loan Documents; and (b) any assignment by a Lender must be made in compliance with Section 13.3 . Agent may treat the Person which made any Loan as the owner thereof for all purposes until such Person makes an assignment in accordance with Section 13.3 . Any authorization or consent of a Lender shall be conclusive and binding on any subsequent transferee or assignee of such Lender.

13.2 Participations .

13.2.1 Permitted Participants; Effect . Subject to Section 13.3.3 , any Lender may sell to a financial institution (“Participant ”) a participating interest in the rights and obligations of such Lender under any Loan Documents, provided, however, that any assignment or transfer made

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to a Participant (including any assignment of a Foreign Revolver Commitment) shall at least include an assignment or transfer of a part of Loan of a principal amount outstanding at that time of an amount at least equivalent to 100,000 Euros, unless it is made to any Person which qualifies as a professional market party (professionele marktpartij) under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht). Despite any sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Loan Documents shall remain unchanged, it shall remain solely responsible to the other parties hereto for performance of such obligations, it shall remain the holder of its Loans and Borrower Group Commitments for all purposes, all amounts payable by Obligors within the applicable Obligor Group shall be determined as if it had not sold such participating interests, and Obligors within the applicable Obligor Group and Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. A Participant shall not be entitled to the benefits of Section 5.8 unless such Participant agrees to comply with the provisions of Section 5.9 as though it were a Lender (it being understood that the documentation required under Section 5.9 shall be delivered to the participating Lender), and shall not be entitled to receive any greater payment under Sections 3.7 or 5.8 than its participating Lender would have been entitled to receive unless the U.S. Borrower Agent consents to the participation in writing.

13.2.2 Voting Rights . Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, waiver or other modification of a Loan Document other than that which forgives principal, interest or fees, reduces the stated interest rate or fees payable with respect to any Loan or Borrower Group Commitment in which such Participant has an interest, postpones the Foreign Commitment Termination Date or U.S. Commitment Termination Date, as applicable, or any date fixed for any regularly scheduled payment of principal, interest or fees on such Loan or Commitment, or releases any Borrower or substantially all Collateral.

13.2.3 Participant Register . Each Lender that sells a participation shall, acting as a non-fiduciary agent of Borrowers (solely for tax purposes), maintain a register in which it enters the Participant’s name, address and interest in Commitments, Loans (and stated interest) and LC Obligations. Entries in the register shall be conclusive, absent manifest error, and such Lender shall treat each Person recorded in the register as the owner of the participation for all purposes, notwithstanding any notice to the contrary. No Lender shall have an obligation to disclose any information in such register except to the extent necessary to establish that a Participant’s interest is in registered form under the Code.

13.2.4 Benefit of Setoff . Obligors agree that each Participant shall have a right of set-off in respect of its participating interest to the same extent as if such interest were owing directly to a Lender, and each Lender shall also retain the right of set-off with respect to any participating interests sold by it. By exercising any right of set-off, a Participant agrees to share with Lenders all amounts received through its set-off, in accordance with Section 12.7 as if such Participant were a Lender.

13.3 Assignments .

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13.3.1 Permitted Assignments . A Lender may assign to an Eligible Assignee any of its rights and obligations under the Loan Documents, as long as (a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $5,000,000 (unless otherwise agreed by Agent in its discretion) and integral multiples of $1,000,000 in excess of that amount; (b) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained by the transferor Lender is at least $5,000,000 (unless otherwise agreed by Agent in its discretion); and (c) the parties to each such assignment shall execute and deliver to Agent, for its acceptance and recording, an Assignment and Acceptance. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to secure obligations of such Lender, including a pledge or assignment to a Federal Reserve Bank; provided , however , that no such pledge or assignment shall release the Lender from its obligations hereunder nor substitute the pledge or assignee for such Lender as a party hereto.

13.3.2 Effect; Effective Date . Upon delivery to Agent of an assignment notice in the form of Exhibit B and a processing fee of $3,500 by the assignor or assignee (unless otherwise agreed by Agent in its discretion), the assignment shall become effective as specified in the notice, if it complies with this Section 13.3 . From such effective date, the Eligible Assignee shall for all purposes be a Lender under the Loan Documents, and shall have all rights and obligations of a Lender thereunder and, following the Australian Borrower Activation Date under Section 10.1.9(c) , any such Eligible Assignee with a Foreign Revolver Commitment shall also execute an accession deed to the Australian Security Trust Deed in form and substance satisfactory to the Agent and the Australian Security Trustee. Upon consummation of an assignment, the transferor Lender, Agent and Borrowers shall make appropriate arrangements for issuance of replacement and/or new notes, if applicable. The transferee Lender shall comply with Section 5.9 and deliver, upon request, an administrative questionnaire satisfactory to Agent.

13.3.3 Certain Assignees . No assignment or participation may be made to a Borrower, Affiliate of a Borrower, Defaulting Lender or natural person. Any assignment by a Defaulting Lender shall be effective only upon payment by the Eligible Assignee or Defaulting Lender to Agent of an aggregate amount sufficient, upon distribution (through direct payment, purchases of participations or other compensating actions as Agent deems appropriate), to satisfy all funding and payment liabilities then owing by the Defaulting Lender hereunder. If an assignment by a Defaulting Lender shall become effective under Applicable Law for any reason without compliance with the foregoing sentence, then the assignee shall be deemed a Defaulting Lender for all purposes until such compliance occurs.

13.3.4 Register . Agent, acting as a non-fiduciary agent of Borrowers (solely for tax purposes), shall maintain (a) a copy (or electronic equivalent) of each Assignment and Acceptance delivered to it, and (b) a register for recordation of the names, addresses and Commitments of, and the Loans, interest and LC Obligations owing to, each Lender. Entries in the register shall be conclusive, absent manifest error, and Borrowers, Agent and Lenders shall treat each Person recorded in such register as a Lender for all purposes under the Loan Documents, notwithstanding any notice to the contrary. Agent may choose to show only one Borrower as the borrower in the register, without any effect on the liability of any Obligor with respect to the Obligations. The

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register shall be available for inspection by Borrowers or any Lender, from time to time upon reasonable notice.

13.4 Replacement of Certain Lenders . If a Lender (%4) within the last 120 days failed to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, (%4) is a Defaulting Lender, or (%4) within the last 120 days gave a notice under Section 3.5 or requested payment or compensation under Section 3.7 or 5.8 (and has not designated a different Lending Office pursuant to Section 3.8 ), then Agent or Borrower Agent may, upon 10 days’notice to such Lender, require it to assign its rights and obligations under the Loan Documents to Eligible Assignee(s), pursuant to appropriate Assignment and Acceptance(s), within 20 days after the notice. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute it. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents through the date of assignment.

13.5 Lender Loss Sharing Agreement .

(a) The provisions of this Section 13.5 are established for the purposes of allocating risks between and among the Lenders. Each of the Lenders is providing the financing arrangements contemplated by this Agreement in reliance upon each other Lender and Agent agreeing to the terms of this Section 13.5 .

(b) On the CAM Exchange Date:

(i) the U.S. Revolver Commitments and the Foreign Revolver Commitments shall be deemed to have terminated in accordance with Section 11.2 ;

(ii) each U.S. Lender shall fund its participation in any outstanding U.S. Swingline Loans and U.S. Protective Advances in accordance with Sections 2.1.6 and 4.1.3 and each Foreign Lender shall fund its participation in any outstanding Foreign Swingline Loans and Foreign Protective Advances in accordance with Sections 2.1.6 and 4.1.3 ;

(iii) each U.S. Lender shall fund its participation in any unreimbursed drawings made under the U.S. Letters of Credit pursuant to Section 2.2.2(b) and each Foreign Lender shall fund its participation in any unreimbursed drawings made under the Foreign Letters of Credit pursuant to Section 2.3.2(b) ;

(iv) the Lenders shall purchase in Dollars at par interests in the Dollar Equivalent of the Designated Obligations under each Revolver Facility (and shall make payments to Agent for reallocation to other Lenders to the extent necessary to give effect to such purchases) and shall assume the obligations to reimburse any Issuing Bank for unreimbursed drawings under outstanding Letters of Credit under such Revolver Facility such that, in lieu of the interests of each Lender in the Designated Obligations under the U.S. Revolver Commitments and the Foreign Revolver Commitments in which it shall participate immediately prior

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to the CAM Exchange Date, such Lender shall own an interest equal to such Lender’s CAM Percentage in each component of the Designated Obligations immediately following the CAM Exchange.

(c) Each Lender and each Person acquiring a participation from any Lender as contemplated by this Section 13.5 hereby consents and agrees to the CAM Exchange.

(d) As a result of the CAM Exchange, from and after the CAM Exchange Date, each payment received by Agent pursuant to any Loan Document in respect of any of the Designated Obligations shall be distributed to the Lenders, pro rata in accordance with their respective CAM Percentages.

(e) In the event that on or after the CAM Exchange Date, the aggregate amount of the Designated Obligations shall change as a result of the making of a disbursement under a Letter of Credit by an Issuing Bank that is not reimbursed by the Obligors, then each Lender shall promptly reimburse the Issuing Bank for its CAM Percentage of such unreimbursed payment.

(f) Notwithstanding any other provision of this Section 13.5 , Agent and each Lender agree that if Agent or a Lender is required under Applicable Law to withhold or deduct any taxes or other amounts from payments made by it hereunder or as a result hereof, such Person shall be entitled to withhold or deduct such amounts and pay over such taxes or other amounts to the applicable Governmental Authority imposing such tax without any obligation to indemnify Agent or any Lender with respect to such amounts and without any other obligation of gross up or offset with respect thereto and there shall be no recourse whatsoever by Agent or any Lender subject to such withholding to Agent nor any other Lender making such withholding and paying over such amounts, but without diminution of the rights of Agent or such Lender subject to such withholding as against Borrowers and the other Obligors to the extent (if any) provided in this Agreement and the other Loan Documents. Any amounts so withheld or deducted shall be treated as, for the purpose of this Agreement, having been paid to Agent or such Lender with respect to which such withholding or deduction was made.

(g) This Section 13.5 is solely for the benefit of Agent and Lenders and is not enforceable by, and may be amended without the consent of, the Obligors.

SECTION 14. MISCELLANEOUS

14.1 Consents, Amendments and Waivers .

14.1.1 Amendment . No modification of any Loan Document, including any extension or amendment of a Loan Document or any waiver of a Default or Event of Default, shall be effective without the prior written agreement of Agent (with the consent of Required Lenders) and each Obligor party to such Loan Document; provided , however , that

(a) without the prior written consent of Agent, no modification shall alter any provision in a Loan Document that relates to any rights, duties or discretion of Agent;

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(b) without (i) the prior written consent of U.S. Issuing Bank, no modification shall alter Sections 2.2 , 2.4 or any other provision in a Loan Document that relates to U.S. Letters of Credit or any rights, duties or discretion of U.S. Issuing Bank and (ii) the prior written consent of Foreign Issuing Bank, no modification shall alter Sections 2.3 , 2.4 or any other provision in a Loan Document that relates to Foreign Letters of Credit or any rights, duties or discretion of Foreign Issuing Bank;

(c) without the prior written consent of each affected Lender, including a Defaulting Lender, no modification shall (i) increase or extend the Commitment of such Lender; (ii) reduce the amount of, or waive or delay payment of, any principal, interest or fees payable to such Lender (except as provided in Section 4.2 ); (iii) extend the Foreign Revolver Termination Date, U.S. Revolver Termination Date or Maturity Date; or (iv) amend this clause (c) ;

(d) without the prior written consent of all Lenders (except any Defaulting Lender), no modification shall (i) alter Section 5.5.2 , 7.1 (except to add Collateral) or 14.1.1 ; (ii) amend the definition of Pro Rata, Required Lenders or Super-Majority Lenders; (iii) release all or substantially all Collateral; (iv) except in connection with a merger, disposition or similar transaction expressly permitted hereby, release any Obligor from liability for any Obligations, (v) waive any condition in Section 6.1 ; (vi) increase the advance rates applicable to any of the Borrowing Bases; or (vii) increase the Maximum Facility Amount;

(e) without the prior written consent of the Super-Majority Lenders, no amendment or waiver shall be effective that would amend the definition of Foreign Borrowing Base or U.S. Borrowing Base (or any defined term used in such definitions) if the effect of such amendment is to increase borrowing availability or to add new types of eligible Collateral thereunder; and

(f) without the prior written consent of a Secured Bank Product Provider, no modification shall affect its relative payment priority under Section 5.5.2 .

Notwithstanding the foregoing, only the consent of the Agent, the Borrowers and those Lenders participating in the FILO Loan shall be required for amendments to this Agreement deemed necessary by the Agent in order to implement the FILO Loan.

14.1.2 Limitations . The agreement of Obligors shall not be required for any modification of a Loan Document that deals solely with the rights and duties of Lenders, Agent and/or Issuing Bank as among themselves. Only the consent of the parties to any agreement relating to fees or a Bank Product shall be required for modification of such agreement, and no Bank Product provider (in such capacity) shall have any right to consent to modification of any Loan Document other than its Bank Product agreement. Any waiver or consent granted by Agent or Lenders hereunder shall be effective only if in writing and only for the matter specified.

14.1.3 Payment for Consents . No U.S. Domiciled Obligor will, directly or indirectly, pay any remuneration or other thing of value, whether by way of additional interest, fee or otherwise, to any Lender (in its capacity as a Lender hereunder) as consideration for agreement by such Lender with any modification of any Loan Documents, unless such remuneration or value is concurrently paid, on the same terms, on a Pro Rata basis to all Lenders providing their consent. No Foreign

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Domiciled Obligor will, directly or indirectly, pay any remuneration or other thing of value, whether by way of additional interest, fee or otherwise, to any Lender (in its capacity as a Lender hereunder) as consideration for agreement by such Lender with any modification of any Loan Documents, unless such remuneration or value is concurrently paid, on the same terms, on a Pro Rata basis to all Foreign Lenders providing their consent.

14.2 Indemnity . EACH U.S. DOMICILED OBLIGOR SHALL INDEMNIFY AND HOL D HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ASSERTED BY ANY OBLIGO R OR OTHER PERSON OR ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE. EACH FOREIGN DOMIC ILED OBLIGOR SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS TH AT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE WITH RESPECT TO A FOREIGN DO MICILED OBLIGOR, FOREIGN LOAN OR A FOREIGN FACILITY OBLIGATION, INCLUDING CLAIMS ASSER TED BY ANY OBLIGOR OR OTHER PERSON OR ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE. In no event shall any party to a Loan Document have any obligation thereunder to indemnify or hold harmless an Indemnitee with respect to a Claim that is determined in a final, non-appealable judgment by a court of competent jurisdiction to result from the gross negligence or willful misconduct of such Indemnitee. This Section shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

14.3 Notices and Communications .

14.3.1 Notice Address . Subject to Section 4.1.4 , all notices and other communications by or to a party hereto shall be in writing and shall be given to any Obligor, at Borrower Agent’s address shown on the signature pages hereof, and to any other Person at its address shown on the signature pages hereof (or, in the case of a Person who becomes a Lender after the Closing Date, at the address shown on its Assignment and Acceptance), or at such other address as a party may hereafter specify by notice in accordance with this Section 14.3 . Each communication shall be effective only (a) if given by facsimile transmission, when transmitted to the applicable facsimile number, if confirmation of receipt is received; (b) if given by mail, three Business Days after deposit in the U.S. mail, with first-class postage pre-paid, addressed to the applicable address; or (c) if given by personal delivery, when duly delivered to the notice address with receipt acknowledged. Notwithstanding the foregoing, no notice to Agent pursuant to Section 2.1.4 , 2.2 , 2.3 , 3.1.2 or 4.1.1 shall be effective until actually received by the individual to whose attention at Agent such notice is required to be sent. Any written communication that is not sent in conformity with the foregoing provisions shall nevertheless be effective on the date actually received by the noticed party. Any notice received by a Borrower Agent shall be deemed received by all Obligors.

14.3.2 Electronic Communications; Voice Mail . Electronic mail and internet websites may be used only for routine communications, such as delivery of Borrower Materials, administrative matters, distribution of Loan Documents, and matters permitted under Section 4.1.4 . Agent and Lenders make no assurances as to the privacy and security of electronic communications. Electronic and voice mail may not be used as effective notice under the Loan Documents.

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14.3.3 Platform . Borrower Materials shall be delivered pursuant to procedures approved by Agent, including electronic delivery (if possible) upon request by Agent to an electronic system maintained by Agent (“ Platform ”). Borrowers shall notify Agent of each posting of Borrower Materials on the Platform and the materials shall be deemed received by Agent only upon its receipt of such notice. Borrower Materials and other information relating to this credit facility may be made available to Secured Parties on the Platform, and Obligors and Secured Parties acknowledge that “public” information is not segregated from material non-public information on the Platform. The Platform is provided “as is” and “as available.” Agent does not warrant the accuracy or completeness of any information on the Platform nor the adequacy or functioning of the Platform, and expressly disclaims liability for any errors or omissions in the Borrower Materials or any issues involving the Platform. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY AGENT WITH RESPECT TO BORROWER MATERIALS OR THE PLATFORM. Secured Parties acknowledge that Borrower Materials may include material non-public information of Obligors and should not be made available to any personnel who do not wish to receive such information or who may be engaged in investment or other market-related activities with respect to any Obligor’s securities. No Agent Indemnitee shall have any liability to Obligors, Secured Parties or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) relating to use by any Person of the Platform or delivery of Borrower Materials and other information through the Platform or over the internet.

14.3.4 Non-Conforming Communications . Agent and Lenders may rely upon any communications purportedly given by or on behalf of any Obligor even if they were not made in a manner specified herein, were incomplete or were not confirmed, or if the terms thereof, as understood by the recipient, varied from a later confirmation. Each U.S. Domiciled Obligor shall indemnify and hold harmless each Indemnitee from any liabilities, losses, costs and expenses arising from any electronic or telephonic communication purportedly given by or on behalf of an Obligor. Each Foreign Domiciled Obligor shall indemnify and hold harmless each Indemnitee from any liabilities, losses, costs and expenses arising from any electronic or telephonic communication purportedly given by or on behalf of an Obligor with respect to the Foreign Loans or the Foreign Facility Obligations.

14.4 Performance of Obligors’ Obligations . Agent may, in its discretion at any time and from time to time, at Obligors’expense, pay any amount or do any act required of an Obligor under any Loan Documents or otherwise lawfully requested by Agent to (a) enforce any Loan Documents or collect any Obligations; (b) protect, insure, maintain or realize upon any Collateral; or (c) defend or maintain the validity or priority of Agent’s Liens in any Collateral, including any payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any discharge of a Lien. All payments, costs and expenses (including Extraordinary Expenses) of Agent under this Section shall be reimbursed to Agent by Obligors, on demand , with interest from the date incurred until paid in full, at the Default Rate applicable to U.S. Base Rate Loans. Any payment made or action taken by Agent under this Section shall be without prejudice to any

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right to assert an Event of Default or to exercise any other rights or remedies under the Loan Documents.

14.5 Credit Inquiries . Agent and Lenders may (but shall have no obligation) to respond to usual and customary credit inquiries from third parties concerning any Obligor or Subsidiary.

14.6 Severability . Wherever possible, each provision of the Loan Documents shall be interpreted in such manner as to be valid under Applicable Law. If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of the Loan Documents shall remain in full force and effect.

14.7 Cumulative Effect; Conflict of Terms . The provisions of the Loan Documents are cumulative. The parties acknowledge that the Loan Documents may use several limitations or measurements to regulate similar matters, and they agree that these are cumulative and that each must be performed as provided. Except as otherwise provided in another Loan Document (by specific reference to the applicable provision of this Agreement), if any provision contained herein is in direct conflict with any provision in another Loan Document, the provision herein shall govern and control.

14.8 Counterparts; Execution . Any Loan Document may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement shall become effective when Agent has received counterparts bearing the signatures of all parties hereto and Section 6 is satisfied. Delivery of a signature page of any Loan Document by telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of such agreement. Any electronic signature, contract formation on an electronic platform and electronic record-keeping shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar state law based on the Uniform Electronic Transactions Act.

14.9 Entire Agreement . Time is of the essence with respect to all Loan Documents and Obligations. The Loan Documents constitute the entire agreement, and supersede all prior understandings and agreements, among the parties relating to the subject matter thereof.

14.10 Relationship with Lenders . The obligations of each Lender hereunder are several, and no Lender shall be responsible for the obligations or Commitments of any other Lender. Amounts payable hereunder to each Lender shall be a separate and independent debt. It shall not be necessary for Agent or any other Lender to be joined as an additional party in any proceeding for such purposes. Nothing in this Agreement and no action of Agent, Lenders or any other Secured Party pursuant to the Loan Documents or otherwise shall be deemed to constitute Agent and any Secured Party to be a partnership, joint venture or similar arrangement, nor to constitute control of any Obligor.

14.11 No Advisory or Fiduciary Responsibility . In connection with all aspects of each transaction contemplated by any Loan Document, Obligors acknowledge and agree that (a)(i) this credit facility and any arranging or other services by Agent, any Lender, any of their Affiliates or

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any arranger are arm’s-length commercial transactions between Obligors and their Affiliates, on one hand, and Agent, any Lender, any of their Affiliates or any arranger, on the other hand; (ii) Obligors have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate; and (iii) Obligors are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated by the Loan Documents; (b) each of Agent, Lenders, their Affiliates and any arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for Obligors, their Affiliates or any other Person, and has no obligation with respect to the transactions contemplated by the Loan Documents except as expressly set forth therein; and (c) Agent, Lenders, their Affiliates and any arranger may be engaged in a broad range of transactions that involve interests that differ from those of Obligors and their Affiliates, and have no obligation to disclose any of such interests to Obligors or their Affiliates. To the fullest extent permitted by Applicable Law, each Obligor hereby waives and releases any claims that it may have against Agent, Lenders, their Affiliates and any arranger with respect to any breach of agency or fiduciary duty in connection with any transaction contemplated by a Loan Document.

14.12 Confidentiality .

14.12.1 General Provisions . Each of Agent, Lenders and Issuing Bank shall maintain the confidentiality of all Information (as defined below), except that Information may be disclosed (a) to its Affiliates, and to its and their partners, directors, officers, employees, agents, advisors and representatives (provided they are informed of the confidential nature of the Information and instructed to keep it confidential); (b) to the extent requested by any governmental, regulatory or self-regulatory authority purporting to have jurisdiction over it or its Affiliates; (c) to the extent required by Applicable Law or by any subpoena or other legal process; (d) to any other party hereto; (e) in connection with any action or proceeding relating to any Loan Documents or Obligations; (f) subject to an agreement containing provisions substantially the same as this Section, to any Transferee or any actual or prospective party (or its advisors) to any Bank Product or to any swap, derivative or other transaction under which payments are to be made by reference to an Obligor or Obligor’s obligations; (g) with the consent of a Borrower Agent; or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) is available to Agent, any Lender, Issuing Bank or any of their Affiliates on a nonconfidential basis from a source other than Borrowers. Notwithstanding the foregoing, Agent and Lenders may publish or disseminate general information concerning this credit facility for league table, tombstone and advertising purposes, and may use Borrowers’ logos, trademarks or product photographs in advertising materials. As used herein, “ Information ” means information received from an Obligor or Subsidiary relating to it or its business that is identified as confidential when delivered. A Person required to maintain the confidentiality of Information pursuant to this Section shall be deemed to have complied if it exercises a degree of care similar to that accorded its own confidential information. Each of Agent, Lenders and Issuing Bank acknowledges that (i) Information may include material non-public information; (ii) it has developed compliance procedures regarding the use of such information; and (iii) it will handle the material non-public information in accordance with Applicable Law.

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14.12.2 Australian PPSA . Nothing requires a Secured Party to disclose any information of the kind referred to in section 275(1) of the Australian PPSA. The Obligors agree that they will only authorize the disclosure of information for the purposes of section 275(7)(c) or request information for the purposes of section 275(7)(d) if the Agent approves.

14.13 Australian PPSA Provisions .

14.13.1 PPSA Notices . Neither a Secured Party nor any receiver or manager is obliged to give any notice under the Australian PPSA (including notice of a verification statement) unless the notice is required by the Australian PPSA and cannot be excluded. The Obligors consent to the waiver of the requirement for notice and waive any rights they have to receive a notice under sections 95, 118, 121(4), 130, 135 and 157 of the Australian PPSA.

14.13.2 Contracting Out:

(a) Where any Foreign Facility Secured Party has a security interest (as defined in the Australian PPSA) under any Loan Document, to the extent the law permits:

(i) for the purposes of sections 115(1) and 115(7) of the Australian PPSA: (A) each Foreign Facility Secured Party with the benefit of the security interest need not comply with sections 95, 118, 121(4), 125, 130, 132(3)(d) or 132(4) of the Australian PPSA; and sections 142 and 143 of the Australian PPSA are excluded;

(ii) for the purposes of section 115(7) of the Australian PPSA, each Foreign Facility Secured Party

with the benefit of the security interest need not comply with sections 132 and 137(3);

(iii) each party to this Agreement waives its right to receive from any Foreign Facility Secured Party any notice required under the Australian PPSA (including a notice of a verification statement; and

(iv) if any Foreign Facility Secured Party with the benefit of a security interest exercises a right, power or remedy in connection with it, that exercise is taken not to be an exercise of a right, power or remedy under the Australian PPSA unless the Foreign Facility Secured Party states otherwise at the time of exercise. However, this clause does not apply to a right, power or remedy which can only be exercised under the Australian PPSA.

This does not affect any rights a person has or would have other than by reason of the Australian PPSA and applies despite any other clause in any Loan Document.

14.13.3 Further Assurance . Whenever the Agent or a Security Trustee reasonably requests an Obligor to do anything:

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(a) to ensure any Loan Document (or any security interest (as defined in the Australian PPSA) or other Lien under any Loan Document) is fully effective, enforceable and perfected with the contemplated priority;

(b) for more satisfactorily assuring or securing to the Secured Parties the property the subject of any such security interest or other Lien in a manner consistent with the Loan Documents; or

(c) for aiding the exercise of any power in any Loan Document,

the Obligor shall do it promptly at its own cost. This may include obtaining consents, signing documents, getting documents completed and signed and supplying information, delivering documents and evidence of title and executed blank transfers, or otherwise giving possession or control with respect to any property the subject of any security interest or Lien.

14.14 GOVERNING LAW . UNLESS EXPRESSLY PROVIDED IN ANY LOAN DOCUMENT, T HIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ALL CLAIMS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES EXCEPT FEDERAL LAWS RELATING TO NATIONAL BANKS.

14.15 Consent to Forum .

14.15.1 Forum . EACH OBLIGOR HEREBY CONSENTS TO THE NON- EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING IN OR WITH JU RISDICTION OVER THE BOROUGH OF MANHATTAN, NEW YORK CITY, NEW YORK, IN ANY DISPUTE, ACTION, LITIGATION OR OTHER PROCEEDING RELATING IN ANY WAY TO ANY LOAN DOCUMENT S, AND AGREES THAT ANY DISPUTE, ACTION, LITIGATION OR OTHER PROCEEDING SHALL BE BRO UGHT BY IT SOLELY IN ANY SUCH COURT. EACH OBLIGOR IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING ANY SUCH COURT’ S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. EACH PAR TY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTI ON 14.3.1 . A final judgment in any proceeding of any such court shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or any other manner provided by Applicable Law.

14.15.2 Process Agent . (a) Without prejudice to any other mode of service allowed under any Applicable Law, each Foreign Domiciled

Obligor hereby irrevocably designates, appoints and empowers Corporation Service Company, 1180 Avenue of the Americas, Suite 210, New York, NY 10036, USA as its designee, appointee and agent (in such capacity “ Process Agent ”) to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process,

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summons, notices and documents that may be served in any such action or proceeding arising out of or relating to this Agreement or any other Loan Document. Such service may be made by mailing or delivering a copy of such process to the applicable Foreign Domiciled Obligor, in care of the Process Agent (or any successor thereto, as the case may be) at such Process Agent’s above address (or the address of any successor thereto, as the case may be), and each Foreign Domiciled Obligor hereby irrevocably authorizes and directs the Process Agent (and any successor thereto) to accept such service on its behalf. If for any reason such designee, appointee and agent shall cease to be available to act as such, each Foreign Domiciled Obligor agrees to designate a new designee, appointee and agent in the State of New York on the terms and for the purposes of this provision reasonably satisfactory to Agent, and further shall at all times maintain an agent for service of process in the U.S., so long as there shall be outstanding any Obligations. Foreign Borrower Agent shall give notice to Agent of any such appointment of successor agents for service of process, and shall obtain from each successor agent a letter of acceptance of appointment and promptly deliver the same to Agent.

(b) Each Foreign Domiciled Obligor agrees that failure by the Process Agent to notify such Foreign Domiciled Obligor of any process will not invalidate the proceedings concerned. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

4.15.3 Other Jurisdictions . Nothing herein shall limit the right of Agent, Security Trustee or any Lender to bring

proceedings against any Obligor in any other court, nor limit the right of any party to serve process in any other manner permitted by Applicable Law. Nothing in this Agreement shall be deemed to preclude enforcement by Agent or Security Trustee of any judgment or order obtained in any forum or jurisdiction.

4.16 Waivers by Obligors . To the fullest extent permitted by Applicable Law, each Obligor waives (a) the right to trial by jury (which Agent, Security Trustee and each Lender hereby also waives) in any proceeding or dispute of any kind relating in any way to any Loan Documents, Obligations or Collateral; (b) presentment, demand, protest, notice of presentment, default, non-payment, maturity, release, compromise, settlement, extension or renewal of any commercial paper, accounts, documents, instruments, chattel paper and guaranties at any time held by Agent and Security Trustee on which an Obligor may in any way be liable, and hereby ratifies anything Agent and Security Trustee may do in this regard; (c) notice prior to taking possession or control of any Collateral; (d) any bond or security that might be required by a court prior to allowing Agent and Security Trustee to exercise any rights or remedies; (e) the benefit of all valuation, appraisement and exemption laws; (f) any claim against Agent, Security Trustee, Issuing Bank or any Lender, on any theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto; and (g) notice of acceptance hereof. Each Obligor acknowledges that the foregoing waivers are a material inducement to Agent, Security Trustee, Issuing Bank and Lenders entering into this Agreement and that they are relying upon the foregoing in their dealings with Obligors. Each Obligor has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following

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consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

4.17 Patriot Act Notice . Agent, Security Trustee and Lenders hereby notify Obligors that pursuant to the Patriot Act, Agent, Security Trustee and Lenders are required to obtain, verify and record information that identifies each Obligor, including its legal name, address, tax ID number and other information that will allow Agent, Security Trustee and Lenders to identify it in accordance with the Patriot Act. Agent, Security Trustee and Lenders will also require information regarding each personal guarantor, if any, and may require information regarding Obligors’ management and owners, such as legal name, address, social security number and date of birth. Obligors shall, promptly upon request, provide all documentation and other information as Agent, Security Trustee, Issuing Bank or any Lender may request from time to time in order to comply with any obligations under any “know your customer,” anti-money laundering or other requirements of Applicable Law.

4.18 Australian Anti-Money Laundering Provisions . The Australian Borrowers agree that the Agent may delay, block or refuse to process any request for a Foreign Borrowing or Foreign Letter of Credit without incurring any liability if any Foreign Lender reasonably suspects that:

(d) the transaction may breach any AML Legislation;

(e) the transaction involves any Person (natural, corporate or governmental) that is sanctioned under economic and trade sanctions imposed by the United States, the European Union or Australia; or

(f) the transaction may directly or indirectly involve the proceeds of, or be applied for the purposes of, conduct which is unlawful in Australia.

The Australian Borrowers must provide all information to the Agent which any Foreign Lender reasonably requires in order to manage its money-laundering, terrorism-financing or economic and trade sanctions risk or to comply with any laws or regulations in Australia. The Australian Borrowers agree that the Agent may disclose any information concerning the Australian Borrowers to:

(i) any law enforcement, regulatory agency or court where required by any such law or regulations in Australia; and

(ii) any correspondent entity a Foreign Lender uses to make the payment for the purpose of compliance with any such law or regulation.

Unless an Australian Borrower has disclosed that it is acting in a trustee capacity or on behalf of another party, the Australian Borrower warrants that it is acting on its own behalf in entering into this document.

Each Australian Borrower declares and undertakes to the Agent that the processing of any request for a Borrowing of Foreign Loans or Foreign Letter of Credit by the Agent in accordance with an Australian Borrower’s instructions will not breach any laws or regulations in Australia. The

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Foreign Lenders and Agent acknowledge and agree that any Australian Borrower and any banks through which transactions are conducted may notify any Governmental Authority of any transactions as and when required under AML Legislation.

14.19 NO ORAL AGREEMENT . THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRE SENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENT S BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.

14.20 Italian Transparency Rules . With respect to a Foreign Domiciled Obligor domiciled in Italy, for the purposes of the requirements envisaged in CICR resolution dated 4th March 2003, containing the " Disciplina della trasparenza delle condizioni contrattuali delle operazioni e dei servizi bancari e finanziari " and in the " Disposizioni sulla trasparenza delle operazioni e dei servizi bancari e finanziari " issued by the Bank of Italy on 29 July 2009, as then amended and integrated, the Agent, Foreign Lenders and each Foreign Domiciled Obligor domiciled in Italy mutually acknowledge and confirm:

(a) that they were assisted by their respective legal consultants in relation to the negotiation, preparation and execution of this Agreement; and

(b) that this Agreement and all the respective terms and conditions, including the recitals and schedules have been the subject of individual negotiations (" oggetto di trattativa individuale ") among the parties and that, accordingly, they were not executed by signing forms or questionnaires and that, furthermore, there is no reference to general terms and conditions of agreement. Consequently, the parties also mutually acknowledge that this agreement does not envisage the application of the provisions set out in Article 1341 and Article 1342 of the Italian Civil Code.

[Remainder of page intentionally left blank; signatures begin on following page]

186

IN WITNESS WHEREOF , this Agreement has been executed and delivered as of the date set forth above.

HYSTER-YALE MATERIALS HANDLING, INC. as a U.S. Borrower and a Guarantor

NACCO MATERIALS HANDLING GROUP, INC., as U.S. Borrower and a Guarantor

HYSTER OVERSEAS CAPITAL CORPORATION, LLC, as a Guarantor

NMHG OREGON, LLC, as a Guarantor

Address:

5875 Landerbrook Drive, Suite 300

Cleveland, Ohio 44124-4069

Attention: Brian Frentzko

Facsimile: 440-449-9577

By: /s/ Brian Frentzko

Name: Brian Frentzko

Title: Treasurer


Name: Brian Frentzko Title: Treasurer


Name: Brian Frentzko

Title: Treasurer


Name: Brian Frentzko Title: Treasurer

NACCO MATERIALS HANDLING B.V., as a Dutch Borrower and a Guarantor

By: NACCO MATERIALS HANDLING GROUP, LTD., its Managing Director

N.M.H. INTERNATIONAL B.V., as a Dutch Borrower and a Guarantor By: NACCO MATERIALS HANDLING GROUP, LTD., its Managing Director

N.M.H. HOLDING B.V., as a Dutch Borrower and a Guarantor By: NACCO MATERIALS HANDLING GROUP, LTD., its Managing Director

N.M.H. DISTRIBUTION B.V., as a Guarantor By: NACCO MATERIALS HANDLING GROUP, LTD., its Managing Director

By: /s/ Charles A. Bittenbender

Name: Charles A. Bittenbender

Title: Director


Name: Charles A. Bittenbender Title: Director



Title: Director



Title: Director

NACCO MATERIALS HANDLING LIMITED, as a UK Borrower and a Guarantor

NACCO MATERIALS HANDLING GROUP, LTD., as a Guarantor





BANK OF AMERICA, N.A., as Agent and a U.S. Lender

Address: Bank of America, N.A. 400 4th Street Mailcode: OR1-110-01-15 Lake Oswego, OR 97034 Attention: John Mundstock Facsimile: (503) 303-6076

BANK OF AMERICA, N.A. (acting through it London Branch), as European Security Trustee and a Foreign Lender

By: /s/ John C. Todd

Name: John C. Todd Title: Executive Vice President

By: /s/ John C. Todd

Name: John C. Todd Title: Executive Vice President

CITIBANK, N.A., as a U.S. Lender and a Foreign Lender

Address: 388 Greenwich Street, 34th Floor New York, New York 10013 Attention: Susan Manuelle Facsimile: (646) 352-0751

By: /s/ Susan Manuelle

Name: Susan Manuelle Title: Vice President

HSBC BANK USA, NATIONAL ASSOCIATION, as a U.S. Lender and a Foreign Lender

Address: 452 Fifth Avenue New York, New York 10018 Attention: ABL Group Facsimile: (212) 525-2520

By: /s/ Paul W. Ip

Name: Paul W. Ip Title: Vice President

WELLS FARGO BANK, N.A., as a U.S. Lender

Address: 2450 Colorado Avenue Suite 3000 West Santa Monica, California 90404 Attention: Facsimile:

WELLS FARGO BANK, NATIONAL ASSOCIATION, LONDON BRANCH, as a Foreign Lender

Address:

One Plantation Place 30 Frenchturn Street London EC3M 3BD Attention: Facsimile:

By: /s/ Jeff Royston

Name: Jeff Royston Title: Director

By: /s/ NB Hogg /s/ Tania Saldanha

Name: NB Hogg Name: Tania Saldanha Title: Authorized Signatory Title: Authorized Signatory

KEYBANK NATIONAL ASSOCIATION, as a U.S. Lender and a Foreign Lender

Address: 127 Public Square Mail Code: OH-01-27-1300 Cleveland, Ohio 44114-1306 Attention: Nadine Eames Facsimile: (216) 689-8470

By: /s/ Nadine M. Eames

Name: Nadine M. Eames Title: Vice President

FIFTH THIRD BANK, as a U.S. Lender and a Foreign Lender

Address: 600 Superior Avenue East MD A6512A Cleveland, Ohio 44114 Attention: Martin H. McGinty Facsimile: 216-274-5441

By: /s/ Martin H. McGinty

Name: Martin H. McGinty Title: Vice President

RBS CITIZENS BUSINESS CAPITAL, a division of RBS ASSET FINANCE, INC., a subsidiary of RBS CITIZENS, N.A., as a U.S. Lender and a Foreign Lender

Address: 600 Washington, Blvd. Stamford, CT 06901 Attention: Facsimile:

By: /s/ Sean McWhinnie

Name: Sean McWhinnie Title: Duly Authorized Signatory

INTESA SANPAOLO S.P.A., as a U.S. Lender and a Foreign Lender

Address: One William Street New York, NY 10004 Attention: Cristina Cignoli Facsimile: 212-607-3722

By: /s/ Cristina Cignoli

Name: Cristina Cignoli Title: VP & Relationship Manager

By: /s/ Sergio Maggioni

Name: Sergio Maggioni Title: FVP

Schedule 1.1(a) Foreign Revolver Commitments

Foreign Lender Foreign Revolver Commitment

Bank of America, N.A. (acting through its London branch) $22,727,272.72

Citibank, N.A. $19,318,181.82

HSBC Bank USA, National Association $17,045,454.55

Wells Fargo Bank, National Association, London Branch $14,772,727.27

KeyBank National Association $10,227,272.73

Fifth Third Bank $9,090,909.09

RBS Citizens Business Capital $4,545, 454.55

Intesa SanPaolo S.p.A. $2,272,727.27

Total: $100,000,000

Schedule 1.1(b) U.S. Revolver Commitments

U.S. Lender U.S. Revolver Commitment

Bank of America, N.A. $27,272,727.28

Citibank, N.A. $23,181,818.18

HSBC Bank USA, National Association $20,454,545.45

Wells Fargo Capital Finance, LLC $17,727,272.73

KeyBank National Association $12,272,727.27

Fifth Third Bank $10,909,090.91

RBS Citizens Business Capital $5,454,545.45

Intesa SanPaolo S.p.A. $2,727,272.73

Total: $120,000,000

Exhibit 10.68

CONSTRUCTION AGREEMENT WITH A FIXED GLOBAL PRICE

By this private instrument, on the one hand,

NACCO MATERIALS HANDLING GROUP BRASIL LTDA., a legal entity of private law registered with the CNPJ/MF under

No. 57.014.896/0001-85, with head offices in the City of São Paulo, State of São Paulo, at Avenida das Nações Unidas, No. 22.777,

Bairro Santo Amaro, herein represented by its president, HUGO MORAES BARROS , Brazilian, engineer, married, bearer of

Brazilian identity card No. 7.772.886/SSP-SP, and registered with the CPF/MF under No. 026.994.588-13, hereinafter referred to as

“CONTRACTING PARTY”;

and, on the other hand,

CONSTRUTORA TODA DO BRASIL S/A , a legal entity of private law registered with the CNPJ/MF under No.

43.362.441/0001-46, with head offices in the City of São Paulo, State of São Paulo, at Rua Manoel de Nóbrega, No. 1.280, 3 rd floor,

herein represented by its president, SATOSHI MIKAMI , architect, married, bearer of identity card RNE No. V 762238-V, and

registered with the CPF/MF under No. 234.929.418-85, and its manager-director TETSUYA YAMADA , graduate in literature,

married, bearer of identity card RNE No. V726273-X and registered with the CPF/MF under No. 234.669.328-66, hereinafter

referred to as “CONTRACTOR” ;

Whereas the CONTRACTING PARTY is the owner of a 62,296m 2 area located in the City of Itu, State of São Paulo, at Rodovia

Presidente Castelo Branco (SP-280), Km 76 + 447.84m, registered under Title Record [ Matrícula ] nr. 084829 with the Land

Registry of the Judicial District of Itu – SP (" Property ”);

Whereas the CONTRACTING PARTY intends to implement on such Property a new industrial facility for the production of

electric and combustion forklifts, including factory areas, a technical office, a painting room, restaurant, clinic, parts storage area,

changing and leisure rooms, a utilities sector, as well as lobbies and parking areas, amounting to a total area for construction

estimated at 15,000m 2 (“ Project ”);

1 Working translation only; the Portuguese version governs.

Whereas the CONTRACTING PARTY has accepted the CONTRACTOR ’ s business proposal, the last consolidated version of it

is dated of October 30 2013 under the number 12.762/12-M, that forms an integral part of this Agreement and a complementary part

thereof in the form of Annex I (“ Business Proposal ”), for the full execution of the work required for the construction and

implementation of the Project , under the terms and conditions outlined in the plans attached hereto, for such purposes supplying all

the required workforce, services, materials and equipment, as well as rendering all the services required for the work to be performed

and/or arising there from (“ Work ”) and, upon termination of such, obtaining the full regularization from any and all relevant

authorities in any area or sphere for the construction and implementation of the Project ;

The Parties hereby enter into this “Construction Agreement With a Fixed Global Price” (“ Agreement ”), which shall be governed

by the clauses and conditions below, which the Parties undertake to fulfill.

1. PURPOSE

1.1. The purpose of this Agreement is the rendering of services and supply of workforce, material and equipment by the

CONTRACTOR , under a construction agreement with a fixed global price, in the terms and conditions of the Business Proposal ,

for the construction and implementation of the Project .

1.1.1. The scope of the services here contracted, in addition to those outlined in the Business Proposal , includes possible loss of

materials, as well as the costs of application, consumer and finishing materials, machines, equipment, accessories, tools, vehicles,

transport in general, loading and unloading, moving of equipment and materials within the area of the Project freight, supervision,

security, service management, tests, inspections during the possible acquisition and production of equipment, enabling the execution

of the CONTRACTING PARTY ’ s tests, any and all costs and charges in relation to the possible importation of materials, direct

and indirect workforce, always duly registered, social security, labor and social security charges, remunerations, accommodation and

overnight stays, personal transport, meals, individual and collective protection equipment, uniforms, mobilization and

demobilization, insurance herein indicated, taxes, duties, fees, earnings, papers, printing, consumer materials, maintenance and

cleaning materials, energy consumption, water, expenses on communication; in summary, any and all costs necessary


and relevant to the construction and implementation of the Project , be they inherent or related and which are not expressly excluded

from this Agreement .

1.2. Furthermore, the services to be rendered by the CONTRACTOR shall include the preparation of all definite architectural

projects, both the basic and the executive, as well as obtaining their respective approvals from the relevant bodies, including the

local Municipality and the Fire Department.

1.3. The scope of the services hereunder shall include, furthermore, the obtaining by the CONTRACTOR of all necessary permits

and licenses for the execution of the Work of the Project , as well as those related to the approval of the Work of the Project and

its respective construction, including but not limited to the Occupancy License (“Habite-se”) and the Fire Department Inspection

Certificate.

1.4. The CONTRACTOR shall render the services that are contemplated hereof with the aim of meeting the best standards in terms

of the deadline, quality and cost , as well as in terms of complying with all applicable legislation and the technical specifications of

the Brazilian Association of Technical Standards (“ABNT”), the public service concessionaires and other applicable service

providers, including, but not limited to, the positions adopted by the municipal, state and federal authorities, especially in relation to

the applicable environmental and civil legislation, as well as others applicable to the Work of the Project , in accordance with the

annexes which form an integral part of this Agreement , such as listed below:

Annex I – Business Proposal and its annexes;

Annex II – Plans and Specifications for the Work of the Project ;

Annex III – Physical and Financial Chronogram;

Annex IV – List of Materials and Services to be directly invoiced to the CONTRACTING PARTY ;

Annex V – Chronogram of “Milestone Dates”.

1.5. The CONTRACTOR declares, for all purposes of the law, that it was responsible for the preparation of all the plans already

executed, and all the ANNEXES , which are part of this Agreement , having examined them in detail, especially in terms of its

enforceability,


security and the final guarantee of the quality of the services here contracted, such being understood in their entirety. The

CONTRACTOR declares that the plans meet all statutory and regulatory requirements set out by Brazilian Law. The

CONTRACTOR hereby formally accepts them, declaring that it is able to execute them in the manner outlined in the ANNEXES

hereto, as well as all the other guidelines established by the CONTRACTING PARTY , taking responsibility for the correct

execution of the Project and, after its conclusion, for its solidity and security, under the terms of the current applicable legislation.

1.6. The CONTRACTOR hereby declares that it is aware of and in agreement that the detailed definitive plans to be presented for

the approval of the Project before the relevant bodies shall involve only the information contemplated in the ANNEXES hereto and

that any and all alterations required to such detailed definitive plans shall be previously submitted to the examination and approval in

writing of the CONTRACTING PARTY . Once the definitive plans are approved by the relevant bodies, no alteration in the

execution of the plans is permitted or, therefore, in the execution of the Project , with such a possibility of alteration only being

admitted with the prior and express approval in writing of the CONTRACTING PARTY , as well as of the relevant bodies, as the

case may be. Should the CONTRACTOR understand that there are technical contributions that may require a possible modification

and/or adjustment to the plans and execution of the Work of the Project , the CONTRACTOR will communicate this

understanding to the CONTRACTING PARTY , which shall analyze it and inform its position in writing on the matter.

1.7. The CONTRACTOR further declares that it is aware of the local conditions and has a full understanding of the nature of the

land conditions upon which it shall be executing the contracted services, as well as all the difficulties and restrictions involved in its

execution. The CONTRACTOR also declares that the quote that led to this Agreement was drafted following a detailed inspection

and analysis of such conditions, difficulties and restrictions, and cannot, therefore, allege a lack of knowledge of any services, prices

or conditions of execution, to justify any possible additional costs, delays or restrictions in the performance of the Work of the

Project .

1.7.1. Notwithstanding the provision established in the previous clause, the Parties hereby agree that the days in which the services

of the Work are halted due to the rain and its effects, such being duly proven to have affected the progress of the Work , shall be

added 1 Working translation only; the Portuguese version governs.

to the term for the conclusion of the Work of the Project , provided that such are registered in the “Works Log” book and

recognized by the CONTRACTING PARTY or its representative under the terms established herein.

1.8 . The CONTRACTING PARTY may, at any time, introduce modifications to the plan as well as specifications or services. In

this case, the Parties undertake to examine the necessity of obtaining prior approval from the relevant authorities, being the

CONTRACTOR responsible for drafting the relevant quote and the chronogram for the performance of such modifications. The

CONTRACTOR shall submit the relevant quote and the chronogram for the performance of such modifications for the approval of

the CONTRACTING PARTY within a maximum of ten (10) days as from the CONTRACTING PARTY ’ s request. The

CONTRACTING PARTY shall have ten (10) business days to analyze and approve, in writing, the relevant quote and the

chronogram for the performance of such modifications. If the Parties decide to implement the modifications requested by the

CONTRACTING PARTY , they hereby agree that, unless in the event of an express and in writing disclaimer of the

CONTRACTING PARTY , the term for implementing the architectural projects shall not be amended, as well as agree that the

CONTRACTOR shall be responsible for obtaining the approval of the relevant bodies, if such approvals are required.

1.9. CONTRACTOR will comply with all policies and procedures of CONTRACTING PARTY including but not limited to

security safety, and the CONTRACTING PARTY ’s Business Partner Code of Conduct, available at www.hyster-yale.com and

shall refrain from engaging in any illegal, unethical or deceptive practices. CONTRACTOR is not a party to any agreement, nor

subject to any order, which (i) would prohibit or limit CONTRACTOR ’ s ability to provide the services contemplated under this

Agreement, and to fully utilize all information, knowledge, and relationships known to CONTRACTOR , or (ii) might expose

CONTRACTOR or CONTRACTING PARTY to any proceeding for damages or injunctive relief in connection with the

execution and performance of this Agreement.

1.10. CONTRACTOR shall adequately protect CONTRACTING PARTY’s property and adjacent properties. CONTRACTOR ,

in performing the work, shall not interfere with the CONTRACTING PARTY’s business operations and will use its best efforts to

reduce or minimize any interruption of CONTRACTING PARTY’s activities. 1 Working translation only; the Portuguese version governs.

1.11 . CONTRACTOR affirms that it has not and agrees that it will not, in connection with the Services to be provided pursuant to

this Agreement or in connection with any other business transactions involving CONTRACTING PARTY , make or promise to

make any payment or transfer anything of value, directly or indirectly (i) to any government official or employee (including

employees of government owned or controlled corporations) or any relatives of such persons; (ii) to any political party, official of a

political party or candidate for any such government or political party office; or (iii) to any other person or entity if such payment or

transfer would violate the U.S. Foreign Corrupt Practices Act or the laws of the country in which made. CONTRACTOR further

acknowledges that it is the intent of the parties that no payments or transfers of value shall be made which have the purpose or effect

of public or commercial bribery, acceptance of or acquiescence in extortion, or other unlawful or improper means of obtaining or

retaining business, including but not limited to for the purpose of (i) influencing any act or decision by such person in his or her

official capacity, or (ii) inducing him or her to use his or her influence with a government to affect, either by action or inaction, any

act or decision of such government to obtain or retain business for the benefit of CONTRACTING PARTY . Notwithstanding

anything to the contrary provided herein, any breach of this Clause by CONTRACTOR shall constitute a material default under this

Agreement and shall entitle CONTRACTING PARTY to immediately terminate this Agreement without liability to

CONTRACTOR .

2. TERM

2.1 . The term for the execution and approval of the definitive plans of the Project before the relevant bodies shall be 2 (two) months

counting from the date of this Agreement .

2.2. The term for the implementation and execution of the Work of the Project shall be 9 (nine) months, counting as from the

CONTRACTING PARTY’s authorization for the start of the execution of the Work , whilst the date for the final conclusion of the

Project , with the respective definitive acceptance of the services here contracted by the CONTRACTING PARTY , Municipal,

State and/or Federal bodies (including environmental bodies), concessionaires of public services and similar, shall take place within

the 9 (nine) months term above mentioned.

2.3 . This term may only be extended should the Parties arrange for such by means of a Terms of Amendment to be signed by their

legal representatives prior to the expiry of the initial term mentioned in Clauses 2.1 and 2.2. above.

2.4 The partial terms for execution of each stage of the Project Work are those established in the Milestone Dates Chronogram, as

outlined in ANNEX V herein. 1 Working translation only; the Portuguese version governs.

2.5 . Any delay by the CONTRACTOR in its compliance with the above-mentioned term, or with that of the Milestone Dates, shall

mean that the CONTRACTING PARTY shall have the right not to approve the respective measurements and, therefore, not to

make the respective resources available and not to authorize the payment of those installment(s) of the price contemplated in this

Agreement that are due to mature, for a period of time equal to the recognized delay, payment of which shall be made once the

CONTRACTOR ’ s delay has been amended, without interest, monetary adjustment or any other adjustment being applied, without

prejudice to the applicability of the fine or penalty for termination established for cases or delay or non-compliance, as per the terms

of this Agreement .

2.6 . The CONTRACTING PARTY may, at its own discretion, request revisions to the chronograms, which shall be performed by

the CONTRACTOR within the deadlines established by the CONTRACTING PARTY .

2.7. Given that the deadline for the conclusion of the services here contracted is an essential factor of this Agreement , the Parties

hereby agree that any possible delay in the execution of the services shall lead to the application of the fines outlined in Clause 7

herein, without prejudice to the possibility of the CONTRACTING PARTY choosing to terminate this Agreement and to contract a

third party company to complement the execution of the scope of this Agreement .

2.8 . The noncompliance with the deadlines established herein shall only be permitted by the CONTRACTING PARTY when

grounded in a proven reason stemming from an Act of God or force majeure, under the terms of article 393 of the Brazilian Civil

Code. Subject to the provisions set out in Clause 2.11 below, under such a scenario, the CONTRACTOR pledges to exert its best

efforts to make up the time in arrears.

2.9. For the effects of the contracting arranged herein, the Parties agree that an Act of God or force majeure is an event caused by

events outside its control, including but not limited to wars, domestic revolutions or disturbances to the public order, earthquakes,

fires and explosions and other phenomena that is exceptional to the natural order.

2.10 Any judicial decisions that determine the suspension or stoppage of the services, or, furthermore, that interfere in any way with

the execution of this Agreement , shall be considered to be the same as those cases of force majeure described in this clause, except

in the case the CONTRACTOR is responsible for or has contributed to the event.

2.11 Should the fact mentioned as being an Act of God or force majeure make it impossible to entirely fulfill the services for more

than thirty (30) consecutive days, the CONTRACTING PARTY may opt to terminate the Agreement , without any onus or

penalty, regardless of prior communication. 1 Working translation only; the Portuguese version governs.

2.12. The Parties agree that the occurrence of the events outlined below shall not be understood as being an Act of God or force

majeure in any circumstance:

(i) Late delivery of materials caused by manufacturing congestion, excess of demand in the market, or by inefficiency or other

similar acts;

(ii) Delays resulting from breakage, loss or expiry of materials, when such effects have not been caused by an Act of God or force

majeure being duly proven and outlined in currently applicable legislation;

(iii) Delays caused by inefficiency on the part of the CONTRACTOR ;

(iv) Personnel strike action, directly or indirectly related to the CONTRACTOR and to the execution of this Agreement , unless

such strike arises from adherence to a sector-based and/or regional or national strike, as long as it is evidenced that it has affected the

execution of the Work of the Project ;

(v) Exchange and price variations or other costs;

(vi) Failure in obtaining governmental and/or environmental body authorizations that have not been affected by a change in the

legislation during the course of this Agreement ;

(vii) Adversities and/or problems arising from geological, hydrological or geotechnical issues, that have been detected in the drilling

survey previously conducted on the Property and known by the CONTRACTOR ;

(viii) The condition of the construction area, except for a halt in activities caused by archeological, paleontological or mineral

reasons;

(ix) Financial problems on the part of the party that alleges an event caused by an Act of God or force majeure;

(x) Suspension or lack of transport, except that of a regional or national nature which affect the manufacture and delivery of

materials and raw materials.

2.13. The CONTRACTOR shall communicate the occurrence of any of the above-mentioned facts to the CONTRACTING

PARTY , in writing, and with evidenced grounds, within forty eight (48) hours.

2.14 . Acceptance by the CONTRACTING PARTY of the reasons presented by the CONTRACTOR , in accordance with Clause

2.12 above, shall mean an extension of the contractual period for the activities affected, for, at most, the same number of days as

those affected by the delay that the CONTRACTING PARTY has accepted as being justified by the CONTRACTOR , without

prejudice to the provisions mentioned earlier in this Clause. 1 Working translation only; the Portuguese version governs.

2.15 . Any possible claims in relation to the extension of the term required during the execution of the Agreement , shall be justified

and formally presented by the CONTRACTOR within seventy two (72) hours of the triggering event, under the penalty of not

being considered as having effect.

2.16. Subject to provisions set out in Clause 1.8 above, the execution by the CONTRACTOR of any possible additional or

modifying services shall not mean the extension of the terms here established, unless the CONTRACTING PARTY considers the

alteration of the terms to be fair in relation to a significant increase or alteration of the services.

2.17. Any possible alteration of the terms established herein shall not imply any alteration or increase in the prices agreed in this

Agreement. In the event that the mentioned alteration is caused by the CONTRACTOR and, at its sole discretion, the

CONTRACTOR decides that the work should be executed during periods different to those pre-arranged, such as on Saturdays,

Sundays or at night times, in order to allow the deadlines established herein to be met, they shall be recognized as simple liberality

on the part of the CONTRACTOR , not leading to any variation in the prices here agreed, or any obligation on the part of the

CONTRACTING PARTY to remunerate the CONTRACTOR in addition to that agreed upon herein.

3. REMUNERATION

3.1. The Work shall be executed for the fixed global price of R$ 39,500,000.00 (thirty nine million and five hundred thousand

Reais), in local currency, such sum to be paid as following:

the amount of R$ 4,740,000.00 (four million, seven hundred and forty thousand Reais), corresponding to 12% (twelve per cent) of

the above-mentioned price, to be paid in accordance with Clause 4.1 of this Agreement ;

(i) the amount of R$ 32,785,000.00 (thirty two million, seven hundred eighty-five thousand Reais), corresponding to 83%

(eighty-three per cent) of the above-mentioned price, to be paid in strict observance of the monthly measurements, which shall

comply with the Physical and Financial Chronogram (ANNEX III), in accordance with Clause 4.2 and followings of this

Agreement ;


(ii) the remaining balance in the amount of R$ 1,975,000.00 (one million, nine hundred seventy-five thousand Reais),

corresponding to 5% (five per cent) of the above-mentioned price, to be paid when the work is definitively concluded, in accordance

with Clause 6 of this Agreement ;

3.2 The above-mentioned global amount, for accounting and tax purposes, is based on the quote provided by the CONTRACTOR

and composed by the following approximated amounts:

(i) R$ 18,565,000.00 (eighteen million, five hundred sixty-five Thousand Reais) equivalent to the purchase of materials;

(ii) R$ 9.085.000,00 (nine million, eighty-five Thousand Reais) equivalent to the coordination and execution of the services

of the Work;

(iii) R$ 11,850,000.00 (eleven million, eight hundred fifty thousand Reais) equivalent to direct invoice of materials and

services specified in the list contained in ANNEX IV .

3.2.1 Part of the materials and services used for the work of the Project shall be purchased by and invoiced to the CONTRACTING

PARTY , as per the list mentioned in ANNEX IV, as part of the fixed global price herein agreed in accordance with clause 3.1. of

this Agreement. These materials and services shall be provided by the CONTRACTOR , under its exclusive responsibility, and the

respective invoices to be paid shall be delivered by the CONTRACTOR to the CONTRACTING PARTY.

3.2.2 Nonetheless the above-mentioned provision, it shall remain unaltered the responsibility of the CONTRACTOR in respect of

the term, quality and guarantees of such materials and/or services to be implemented in the work of the Project . The

CONTRACTOR is not exempt from its responsibility in accordance with this Agreement and the current applicable legislation in

view of the form of remuneration of these suppliers/service providers.

3.3. The abovementioned price was stipulated in July/2013, in accordance with the Business Proposal , and on August, 1 st , 2014,

any remaining amount of the price to be paid in accordance with Clauses 4.1 and 4.3 below, shall be monetary readjusted only one

time, in accordance with the variation of the Construction National Cost Index, calculated and divulged by Getúlio Vargas

Foundation (“INCC-M/FGV”) from the last 12 (twelve) 1 Working translation only; the Portuguese version governs.

months, i.e. from August, 1 st , 2013 until July 31, 2014. Any further monetary readjustment of the amount due under this Agreement

shall only occur after 12 (twelve) months as from August, 1 st , 2014.

3.4 . The price is complete and it already includes costs/material, taxes, tariffs, administration fees, the CONTRACTOR 's profit,

charges and fees of all kinds, including any and all burdens arising from the performance of the works at nighttime and outside

regular working hours, Sundays and bank holidays, that may be required for the fulfillment of this Agreement .

3.5 . For the purposes of the provision of item “ii” of Clause 3.1 above, monthly measurements shall be performed, whilst the object

of the measurement shall only be the services, materials and equipment proven to have been effectively executed, applied or used by

the CONTRACTOR , including those which are subject to direct invoicing to the CONTRACTING PARTY , in accordance with

Clause 3.2.1 above,.

3.6. The measurement of services effectively executed and which shall be the basis for the CONTRACTOR ’ s invoices, shall be

performed monthly at the location of the Project , by the 25 th (twenty fifth) day of each month, in accordance with the Physical and

Financial Chronogram ( ANNEX III ). The CONTRACTING PARTY shall accompany the measurements, appointing an agent for

such purposes, that may be its employee, or a subcontractor. The CONTRACTOR shall previously and monthly inform, in writing,

the CONTRACTING PARTY , in respect of the day and hour in which the measurements shall be conducted, when the

CONTRACTING PARTY shall refuse or accept to, in writing, accompany such activity.

3.7. The CONTRACTOR shall not be entitled to any indemnification, repayment or compensation, it being agreed that the

CONTRACTOR shall only be entitled to remuneration for the supplies and services actually performed.

3.8. Regardless of the right to accompany the measurement mentioned in Clause 3.6 above, the CONTRACTING PARTY shall

have five (5) business days following the CONTRACTOR ’ s presentation of the measurement reports, to analyze and make

comment, in writing, on the sums presented and issue an opinion on the quality, amount and timeliness of the services. Should the

CONTRACTING PARTY not agree with the measurement presented, the CONTRACTING PARTY shall explain to the

CONTRACTOR , in writing, the reason(s) for its non-acceptance. The amounts relating to the undisputed items shall be paid in

accordance with Clause 4.2 and followings below, and those relating to the amounts under dispute shall be owed upon maturity of

the next 1 Working translation only; the Portuguese version governs.

installment, provided the CONTRACTING PARTY ’ s observations have been met in relation to those items it considered to be

unfinished and/or not performed and/or if performed, were not in conformity as they should be.

4. FORM OF PAYMENT

DOWN PAYMENT

4.1 The receipt related to the amount mentioned in item “i” of Clause 3.1 shall be issued in the name of the CONTRACTING

PARTY within 10 (ten) days as from the execution of this Agreement , as a down payment. The down payment shall be offset pro

rata against the amounts indicated in the invoices issued in accordance with Clause 4.2 below during the Work of the Project. .

4.1.1 The payment shall be effected by the CONTRACTING PARTY within 15 (fifteen) calendar days as from the receipt

mentioned in the previous clause.

THE INSTALLMENTS OF THE PHYSICAL AND FINANCIAL CHRO NOGRAM

4.2 The invoices related to the amounts mentioned in items (i) and (ii) of Clause 3.1 shall be issued in the name of the

CONTRACTING PARTY only upon the approval by the CONTRACTING PARTY of the respective measurement reports.

4.2.1 The CONTRACTOR shall issue the respective invoices within 10 (ten) days as from the approval of the measurement reports,

in accordance with Clause 3.8. The payments shall be effected by the CONTRACTING PARTY within 15 (fifteen) calendar days

as from the receipt of the invoice, except in the event of non- conformity of the invoice with approved measurement report presented

in accordance with Clause 3.8 above.

4.2.2 The CONTRACTOR shall issue against the CONTRACTING PARTY only those invoices relating to the services

performed, measured and approved beforehand by the CONTRACTING PARTY , based upon the monthly measurements provided

in this Agreement , whilst the measurements and approvals of such should take place by the day of the month established herein,

being limited to the maximum amount established in the Physical and Financial Chronogram contained in ANNEX III .

4.2.3. The invoices issued which are not in accordance with this Agreement shall not be considered for payment. 1 Working translation only; the Portuguese version governs.

4.2.4. All measurements of the services executed under the terms of this Agreement and which shall give rise to the invoices from

the CONTRACTOR should be performed monthly, at an address indicated by the CONTRACTING PARTY , whilst the

CONTRACTOR shall send a complete dossier on each measurement by the 10 th (tenth) day of the month following the execution

of the services, which shall include the following documents at the very least:

(i) A detailed report of all the services executed during the period, indicating any possible physical or financial delays and/or early

completions of each service in relation to the established expectations;

(ii) A report on all the equipment, machines and tools used in the Project ’s work during the month in question;

(iii) A report on all its effective Project works, performed not only by the CONTRACTOR , but also by its sub-contractors, with

the respective professional qualifications being discriminated;

(iv) A budget forecast on disbursements to be made by the CONTRACTING PARTY for the forthcoming quarter;

(v) A summary of the technical, legal and administrative arrangements either implemented or to be implemented during the period;

(vi) A monthly photographic record showing the progress of the Project work.

4.2.5. Payment of the invoices issued on the terms and conditions established in clause 4.2. shall always consider the pro rata offset

of the down payment amount actually received by the CONTRACTOR in advance in accordance with item “i” of clause 3.1.

RETENTION INSTALLMENT

4.3 The invoice related to the amount mentioned in item “iii” of Clause 3.1 shall be issued in the name of the CONTRACTING

PARTY , within the term and in accordance with Clause 6, without prejudice to the necessity of compliance with this Clause 4. 1 Working translation only; the Portuguese version governs.

GENERAL CONDITIONS

4.4. The payment of the invoices issued by the CONTRACTOR is contingent to the presentation of documents that evidence the

full payment of tax, labor and social security charges relating to the workforce employed either directly or indirectly through

subcontractors in the rendering of services owed by the CONTRACTOR to the CONTRACTING PARTY . For such, the Parties

define, in a non-finite matter, that they recognize as being proof of full payment of tax, labor and social security charges (proofs of

payment relating to the month prior to the invoice(s) to be paid), but recognizing that this list is not limiting: (i) payment slips from

the National Institute of Social Security (“INSS) in relation to social social security charges; (ii) payment slips for Municipal Tax on

Services (“ISS”); (iii) and payment slips for the Unemployment Guarantee Investment Fund (“FGTS/GFIP”) relating to the

personnel allocated to the work, direct or indirectly; (iv) a declaration, signed by the legal representative of the CONTRACTOR ,

stating the relationship of its employees and/or subcontractors working on the Work, the total sum of its payroll (or of any

subcontractor) for the period, and that the payments presented relate to these employees; as well as any others that may come to be

necessary in connection with the relevant governmental bodies and/or which may come into being; and (v) Measurement Reports

containing the status of the services executed, under the terms outlined in this Agreement .

4.5. The CONTRACTOR ’s and/or subcontractors’ employees’ monthly pay slips mentioned above shall be made available to the

CONTRACTING PARTY , at the Project office, so that the CONTRACTING PARTY , or whosoever such may appoint, may

have access to them, at any time, in order to perform any audits it may deem to be necessary.

4.6. The CONTRACTOR shall highlight on the invoice the percentage per activity and, if applicable, the amount corresponding to

the amount “RETAINED FOR SOCIAL SECURITY”, stating on the same invoice the amount relating to the workforce, for the

purposes of withholding the social security contribution (INSS) in accordance with applicable law.

4.7. Any billing made which is not in accordance with the regulations established herein shall be considered as being irregular,

unless preceded by written authorization from the CONTRACTING PARTY , which shall return, forthwith, any invoice issued

which has not respected the contractual provisions, obliging the CONTRACTOR to immediately 1 Working translation only; the Portuguese version governs.

cancel those which are returned as a result of such error, providing the CONTRACTING PARTY with proof of this procedure.

4.8. If there is a material error in the invoice, such will be returned to the CONTRACTOR for the due corrections to be made and

payment of such shall be made within the established periods in this Agreement, such being counted as of acceptance of the

corrected invoice. If the situation concerns a serious error, the invoice may only be re-presented once it has been remedied in such a

manner as is acceptable to the CONTRACTING PARTY .

4.9. No invoice shall be paid by the CONTRACTING PARTY without the CONTRACTOR having proven the payment of all the

tax, social security and labor contributions to which it, the CONTRACTOR , the subcontractors or contractors are subject, and all

the legal norms and regulations to which they are bound have been proven to have been fulfilled. The proofs of the contributions

paid and to be presented shall be those relating to the month prior to the execution of the services.

4.10. Noncompliance with the procedures established for billing shall render ineffective any document issued by the

CONTRACTOR for the purposes of charging the CONTRACTING PARTY , especially debt securities, which shall be

considered to be null and void and issued without cause, the CONTRACTOR being immediately required to formally cancel them

and send the respective proofs of cancellation to the CONTRACTING PARTY .

5. LIABILITY OF THE PARTIES

5.1. The CONTRACTOR 's obligations include the following:

(i) Under its single and exclusive responsibility, to execute, coordinate and supervise the works of the Project , as well as provide all

the materials, and specialized and useful labor necessary for the perfect execution, continuance and conclusion of the services here

contracted, as well as furnish, in the form of a depository, that which is its responsibility, supplying everything that may be of

importance to the execution of the works of the Project and that are sufficient to ensure the standard of quality and efficiency

expected for its conclusion;

(ii) To recognize that the general conditions, deadlines, instructions, information, specifications, definitions, differences, plans,

surveys, designs and briefs provided by the CONTRACTING PARTY itself or by third parties, do not exempt it from the

responsibility, quality, safety, accuracy and good finishing of the works of the Project , or 1 Working translation only; the Portuguese version governs.

from the faithful fulfillment of the legal provisions and regulations applicable to the works here contracted or arising there from;

(iii) To execute the services employing engineering methods that are recognized and employed in works such as this, fully and

strictly obeying the descriptions, approved plans, specifications and other elements, paying attention to the requirements regarding

resistance of the materials and safety recommended by the Brazilian Association of Technical Standards, by the Works Code of the

location of the Project and currently enforceable legislation;

(iv) Supply all the materials, equipment and tools and everything else necessary for the full execution and conclusion of the services

here contracted, in accordance with this Agreement and its ANNEXES , strictly obeying the specifications defined by the

CONTRACTING PARTY and the applicable technical norms. The CONTRACTOR may only acquire the materials and

equipment related in the mentioned ANNEX IV with the prior authorization of the CONTRACTING PARTY and in strict

observance of the suitable time of year for the acquisition of such, that is, as they are needed for the timely execution of the Work of

the Project , with the CONTRACTING PARTY , for market reasons, having the right, at its sole discretion, to authorize the

CONTRACTOR to make advance purchases and/or orders in its name, upon orders from such;

(v) To ensure that all those involved in the services here contracted use the individual safety equipment specifically designed for

works such as that being contracted here, as well as supply Individual Protection Equipment (IPE) suitable for those employees to

use for the execution of the services, verifying the effective use of such as determined by currently applicable legislation;

(vi) To assume full responsibility for all the salaries, charges (tax, labor and social security), tax payments, insurance,

indemnifications, work-related accidents and all other expenditures arising from the labor relationship maintained with the labor

allocated to the execution of the services, whether contracted directly or indirectly, assuming any and all responsibility for charges or

actions, such constituting the sole onus of the CONTRACTOR, which hereby recognizes its role as sole employer and exempts the

CONTRACTING PARTY from any direct or indirect responsibility;


(vii) Whenever requested by the CONTRACTING PARTY and periodically as necessary, to provide the relevant proofs of

payment of taxes and duties inherent to its activities and those arising from this Agreement, such which will allow the

CONTRACTING PARTY to accompany the enrollment and registration in the ‘CEI’ ( INSS Specific Registration) which should be

arranged by the CONTRACTOR , as well as the obtaining of the CND (Debt Clearance Certificate) relating to the Project works, it

being at the sole discretion of the CONTRACTING PARTY whether it directly provides the mentioned enrollment and registration

and obtaining of the CND;

(viii) To take responsibility, in the same way, for all the acts that it practices or which its employees, subcontractors, agents or other

persons practice, who in one way or another, are connected to the CONTRACTOR in the performance of the services that such

shall provide to the CONTRACTING PARTY , as well as any damages or accidents that occur, responding in civil and criminal

matters, including for third parties, and exempting the CONTRACTING PARTY from any civil, environmental, property, labor,

social security or tax responsibility or any other order arising from the execution and/or non-execution of the services and supply of

materials to the CONTRACTING PARTY , immediately assuming any and all charges, indemnifications, expenses and duties,

fines and/or infractions arising from its acts, exempting the CONTRACTING PARTY from any and all responsibilities, be they

with regard to third parties, or any municipal, state or federal body;

(ix) To comply with the legislation concerning Environmental Policy and other provisions from the environmental agencies that

regulate this Agreement , adopting all the measures and actions designed to avoid and/or correct damage to the environment, as well

as adopt all the environmental safety measures, in accordance with the regulations imposed by the applicable municipal, state and

federal legislation, under the penalty of being subject to the fines outlined herein, and to the compensatory penalties also applicable

herein;

(x) Should there be defects or if the specifications and requirements of the plan(s) have not been met, to immediately perform the

respective corrections at its own expense. If this is not done, the CONTRACTING PARTY may arrange for the execution of this

work by third parties, making the corresponding cost deductions, relatively, to any amounts owed and still unpaid to the

CONTRACTOR , or charge these sums at a later date through 1 Working translation only; the Portuguese version governs.

the applicable channels, together with indemnification for any losses and damages that such fact may have brought about;

(xi) To take responsibility for the behavior of its employees or subcontractors, being obliged to immediately replace them should

they prove not to have the necessary technical skills or show satisfactory conduct or, further, whenever justifiably requested to do so

by the CONTRACTING PARTY ;

(xii) To take responsibility for the discipline, organization, cleanliness and supervision of the Project works, materials and locations

upon which such is performed, supplying and coordinating the security necessary for the execution of the Project work. The

CONTRACTOR should also regularly remove the waste, rubble or excess materials that may accumulate as a result of this

Agreement from all the Project work areas;

(xiii) Cover all expenses concerning freight, delivery and removal of materials used for the execution of the contracted services, as

well as supply all transport for the mentioned materials necessary for the execution of the contracted services, on the construction

site;

(xiv) Maintain a “Works Log” book on the site of the Project , within which the engineer responsible for the work here contracted

should record the facts relating to its progress, and relevant instructions, observations and complaints. In the same way, the

CONTRACTING PARTY , at its sole discretion, may also record that which it feels is relevant, including but not limited to the

records for the purposes of Clause 1.7.1;

(xv) To take responsibility for the risks relating to any loss, theft, burglary, damages or loss that the materials, tools, equipment or

any other part of the services under its security may be subject to, in the form of a depository, once these materials and equipment

have been acquired pursuant to this Agreement and through until its definitive acceptance of the Project , as well as acceptance of

such by the municipal, state and federal agencies, public service concessionaires and similar, included in this definitive acceptance

being the obtaining of the necessary “Occupancy Permit” (“Habite-se”) documents, acceptance of the Project by the municipality

and obtaining of the Fire Department Inspection Certificate, if applicable, immediately replacing those which may be stolen,

burgled, damaged or lost, whilst it may contract specific insurance for such eventualities at its own discretion and cost; 1 Working translation only; the Portuguese version governs.

(xvi) To coordinate its efforts together with the company/companies to be contracted directly by the CONTRACTING PARTY for:

(i) evaluating the plans of the Project for the purposes of obtaining fee proposals for insurance for the property or otherwise: (ii) the

monitoring and inspection of the execution of the Project works; (iii) besides others that may be contracted, such as in respect of

assistance in obtaining the Environmental Licenses and Operation Permit;

(xvii) To coordinate its efforts together with the company/companies to be contracted directly by the CONTRACTING PARTY for

the purchase of industrial equipment to be installed in the plant of the Project, such as the painting booth, porticos and overhead

cranes, amongst others;

(xviii) To obey the instructions of the CONTRACTING PARTY , when and if necessary, with respect to relations with other

companies that are working on the Project, simultaneously with the CONTRACTOR , performing other services that are not the

object of the Agreement ;

(xix) Maintain responsible and qualified professionals for the execution of the services contracted, such who should be present at the

location of the Project . The CONTRACTOR ’ s technical and administrative team that is allocated to perform the services involved

in the Project work should be directed by at least one (1) civil engineer, who is required to be domiciled and resident at Itú’s region,

and who should demonstrate proven experience in the execution of works of the same nature as that of the Project , being contracted

to work exclusively on the Project and to permanently remain on the site of such;

(xx) To undertake the immediate registration of the Project work with the Regional Board of Engineering and Agronomy (CREA),

with delivery of the respective Technical Liability Annotation (ART) on the services, within ten (10) days of the signing of this

Agreement , as well as, within the same deadline, assume technical responsibility for the works of the Project with the local

Municipal Council;

(xxi) To take full responsibility for any activities that may be harmful to the environment, such arising from omissions or actions it

performs or which are performed by its employees, 1 Working translation only; the Portuguese version governs.

agents, service providers or any other individual or company connected to it, in connection with the execution of the services that are

the object of this Agreement . Non-compliance with the provisions of this item shall subject the CONTRACTOR to termination of

the Agreement , such being its own fault, without affecting its responsibility to cover the losses and damages caused to the

CONTRACTING PARTY or to third parties, or the fines established by those bodies responsible for the protection of the

environment.

(xxii) To make all measures for its employees and/or subcontractors to strictly comply with the regulations relating to cleanliness,

health and hygiene and to the prevention of accidents recommended for similar services, obliging its employees and/or

subcontractors to use the respective safety equipment. In this respect, the CONTRACTOR shall guarantee, during the whole term

of this Agreement, the correct preparation and maintenance of the PPRA and PCMSO in respect of all workforce used in the

Project, whether its own employees or subcontractors’ employees;

(xxiii) To immediately halt any activity that does not concur with the provisions of this Agreement or with legal requirements,

whenever requested to do so by the CONTRACTING PARTY or by any competent authority, whilst this also applies to any

activity that is not being executed in accordance with good technical practices or which is placing the security and/or assets of the

CONTRACTING PARTY or third parties at risk;

(xxiv) To remove to an appropriate location, such being accepted by the CONTRACTING PARTY and being duly licensed by the

environmental authorities, all waste arising from the execution of the services and, upon completion of the Project works, arrange,

at its own cost and risk, for the removal of materials, equipment, debris and tools, returning the Project locations free, clear and

unencumbered of persons and items, with the construction site being left definitively clean and free of debris;

(xxv) To coordinate the plans necessary for the execution of the Project work, including special plans, regardless of their nature, it

being clear that even when such are executed by third parties, they are always to be recognized as being under its sole responsibility;

(xxvi) To program the execution of the services in accordance with the conditions established in the physical and financial

chronogram outlined in ANNEX III , complying 1 Working translation only; the Portuguese version governs.

with the deadlines and conditions established herein, and keeping the CONTRACTING PARTY informed at least weekly in

relation to the Work of the Project and the services performed, or immediately, whenever a problem arises in the execution of the

services or compliance with the abovementioned chronogram, whilst it should also supply the CONTRACTING PARTY , at any

time and whenever requested, with information or details considered to be missing in relation to the execution of the services;

(xxvii) To assemble, move and supply maintenance of sheds, deposits, refectories, bathrooms, changing rooms and offices possibly

used to meet the needs of the Project works and operation of the personnel, as well as temporary connections (lighting, meters,

energy outlets, etc.) for energy, electricity, water, waste and telephones;

(xxviii) Provide temporary and permanent connections for water and waste, as well as temporary connections for electricity and

telephones, from their access points outside the Project location to the general entry points; whereas its responsibility for payment of

the respective consumer costs arising from the connections will terminate together with the definitive delivery of the Project , under

the terms and conditions established herein. The CONTRACTOR also undertakes to assist CONTRACTING PARTY on the

procedures with the public service concessionaires in order to obtain permanent connections for electricity and telephone;

(xxix) To take all precautions and care in order to guarantee the integrity and security of workers and bystanders during the

execution of all the stages of the Project works, taking responsibility for any damages caused or losses that may possibly occur;

(xxx) To provide, at the end of the services necessary for the final delivery of the Project , the certificates of guarantee/manuals

containing instructions for the use, conservation and upkeep of all that constitutes the Project , especially its installments and

equipment;

(xxxi) To hold the CONTRACTING PARTY , its partners, administrators, managers, employees and representatives (“RELATED

PERSONS”) harmless from any action, complaint, indemnification, damage or responsibility relating to this Agreement or resulting

from it, as well as immediately indemnify and repay all such persons with all expenses, including attorneys’ fees incurred or relating

to the defense of any process or order, be it judicial or extrajudicial, relating to this Agreement , especially where such is 1 Working translation only; the Portuguese version governs.

of a labor, tax, environmental or civil liability nature, filed by third parties, in which the CONTRACTING PARTY becomes

involved. Should any form of litigation occur, such involving acts or facts relating to this contractual arrangement, in which the

CONTRACTING PARTY and/or connected persons figure as a party, plaintiff, defendant, joint party, assistant or opponent, the

CONTRACTOR is obliged, at its own expense, to challenge and present all legally applicable resources, and not close the claims

by means of judicial or extrajudicial settlement, waiver, recognition of rights, withdrawal or any other form of litigation

arrangement, without the express prior agreement of the CONTRACTING PARTY with the terms that it will put an end to the

claim. Should the CONTRACTING PARTY and/or RELATED PERSONS occasionally be ordered to indemnify or make any

payment as a result of this contractual arrangement, the CONTRACTOR will indemnify and repay the costs incurred, without the

CONTRACTING PARTY and/or the abovementioned RELATED PERSONS, at any time, being held responsible for any

indemnifications, including those involving lost profits, related to or arising from this contractual arrangement;

(xxxii) To maintain the property where the Project is located free and clear of any liens, debts, encumbrances, charges, obligations,

risks and others, as well as immediately indemnify and reimburse the CONTRACTING PARTY of any and all expenses, including

but not limited to attorney fees incurred or deriving from the judicial, extrajudicial or administrative proceeding connected with acts

or omissions of the CONTRACTOR that may affect the property where the Project is located, particularly those related to labor,

tax, environmental and civil liability matters virtually proposed by third parties;

(xxxiii) To inform the CONTRACTING PARTY whenever there are modifications to the current tax or labor legislation,

especially, but not limited to, the payment of taxes by the CONTRACTOR for the issuance of Invoices to the CONTRACTING

PARTY . Should such modifications mean benefits, advantages, rebates or reductions in payment, the CONTRACTOR is obliged

to assess the amounts corresponding to the benefits/advantages/rebates/reductions, dividing them into equal parts (50 % /50 % ) at

the right time, that is, during the month of the assessment;

(xxxiv) To respect and adopt the suggestions made by the CONTRACTING PARTY in relation to subcontractors that become

necessary for the execution of services or installation 1 Working translation only; the Portuguese version governs.

of equipment, such as, but not limited to: catering; painting booth service provider; supplier of shot blast;

(xxxv) To inspect or cause to be inspected all materials and equipment to be incorporated in the Project and to reject those items not

in compliance with the requirements of this Agreemen t. CONTRACTOR also shall oversee the manner of incorporation of the

materials and equipment in the Project and the workmanship with which such materials are incorporated. CONTRACTOR shall

require the subcontractors to perform the subcontracts in accordance with the relevant requirements of this Agreement and, in

performing the duties incident to such responsibility, CONTRACTOR shall issue to the subcontractors such directives and impose

such restrictions as may be required to obtain compliance by the subcontractors with the terms of the subcontracts and the relevant

terms of this Agreement . CONTRACTOR shall establish management control systems and provide construction management

services for the Work of the Project in accordance with the standards of performance set forth in this Agreement ;

(xxxvi) To procure and pay for, in CONTRACTOR’S name as an independent contractor and not as agent for CONTRACTING

PARTY , all CONTRACTOR and subcontractor labor, materials, equipment, supplies, manufacturing and related services (whether

on or off the Property ) for construction of and incorporation into the Project which are required for completion of the Project in

accordance with this Agreement and are not explicitly specified to be furnished by CONTRACTING PARTY pursuant to this

Agreement . All such items shall be new and of the specified highest quality, and free from improper workmanship or defects;

(xxxvii) During performance of the services contemplated by this Agreement , to arrange and pay for the provision of waste

disposal services, electricity, water, telephone, and any other necessary utilities or services in sufficient quantities to enable

Contractor to perform the services and other work required hereunder;

(xxxviii) To subcontract for the performance of all or part of the Work to be performed pursuant to this Agreement . In the event

Contractor elects to subcontract any part of the work to be performed with any other third party, it shall notify CONTRACTING

PARTY at least ten (10) calendar days prior to the date of the execution of the corresponding agreement. In the event

CONTRACTING PARTY has reason to object to the 1 Working translation only; the Portuguese version governs.

subcontracting in question, it shall notify Contractor of its reasons within five (5) calendar days from the day on which

CONTRACTING PARTY received such notice in which case Contractor shall not execute the agreement in question. If

CONTRACTING PARTY does not notify Contractor of any objections within such five (5) day period, CONTRACTING

PARTY shall be deemed to have approved Contractor’s subcontracting, and Contractor shall have the right to proceed with the

agreement. CONTRACTING PARTY shall not unreasonably object to any subcontracting proposed by Contractor ;

(xxxix) To undertake to immediately protect, indemnify and hold the CONTRACTING PARTY harmless from and against any and

all liabilities of any nature, including, without limitation, tax and labor liabilities. For such purposes, liability(ies) shall mean the

amount of any loss (whether accrued, contingent or otherwise), including damages, sanctions, demands, claims of whatever nature,

including but without limitation, judicial, administrative and arbitration proceedings, provisions, liabilities, costs, penalties,

indemnities, expenses (including reasonable attorney’s fees), or any other kind of damages, whether accrued or contingent, as a

result of any event related to the CONTRACTOR ’s own activities and business.

5.2. The CONTRACTING PARTY 's obligations include the following:

(i) Provide the CONTRACTOR , if necessary and in addition to the information and specifications that are already outlined herein,

with technical information and information on internal administrative regulations and procedures, security and quality, or any other

information which, at its sole discretion, it has deemed to be necessary for the fulfillment of this Agreement ;

(ii) Halt the services underway, entirely or partially, at any time, whenever it considers such a step to be necessary; refuse any

service or material that does not meet the specifications established herein or, in a more wide-reaching sense, are not in line with the

attributes compatible with the Work of the Project ; without any responsibility being imputed to it in any sense should it not be

heeded, and accept or refuse companies and/or professionals contracted or indicated by the CONTRACTOR as suppliers or

subcontractors, at CONTRACTING PARTY’S sole discretion;


(iii) Notify the CONTRACTOR whenever it recognizes or becomes aware of an infraction to any of the provisions outlined herein,

applying the relevant penalties and, when necessary and whenever the infraction requires it, adopt actions to suspend, deduct or

retain payments to the CONTRACTOR ;

(iv) Withhold, for due payment, those sums corresponding to taxes or other possible charges falling on the payments owed to the

CONTRACTOR , as stipulated by the law;

(v) The CONTRACTING PARTY shall also release the payment after approval of the inspections and reports mentioned herein, as

well as after the issuance of the respective invoices within the accepted period, as stated in this Agreement .

6. RETENTION

6.1. In order to guarantee the execution of the services here contracted and to ensure performance of all the responsibilities charged

to the CONTRACTOR , including possible labor, civil, social security or tax receivables for which it is responsible that may

possibly be pending following the termination of this Agreement , the CONTRACTING PARTY shall retain from the

CONTRACTOR a sum corresponding to five percent (5%) of the total sum of the price of the Agreement (“ Retention ”), also

stressing that the release of these sums shall only take place upon final acceptance of the Project , without affecting the other

discounts outlined herein or established by applicable legislation.

6.2. The sums retained by the CONTRACTING PARTY , under the terms of this Clause, shall not be released in any form to the

CONTRACTOR should such party interrupt or provide cause for interruption, in whole or in part, of the fulfillment of this

Agreement before it has ended, without prejudice to the penalties outlined herein, or the charging of losses caused to the contracting

parties.

6.3. Should the value of the retained sum in cash be used during the execution of the services outlined herein, regardless of the

reason, the CONTRACTING PARTY is authorized to retain extraordinary sums, with no limit on the sum, for reestablishment of

the guarantee, until the previously accumulated sum has been reached.

6.4. The total amount of the Retention in cash provided by the CONTRACTOR in the above-mentioned form or, in the case of use

without later replacement, the sum which remains, shall be released to the CONTRACTOR , within twenty one (21) days of the 1 Working translation only; the Portuguese version governs.

signature date of the Term of Delivery of the Work , which shall be issued as per clause 8.3.

7. PENALTIES

7.1. In the event of noncompliance by the CONTRACTOR of any of the Milestone Dates listed in chronogram indicated as

ANNEX V within the terms set out thereof and in accordance with the conditions duly approved by the CONTRACTING PARTY

as per Clause 8 below, the CONTRACTOR shall be subject to a daily penalty corresponding to 0.05% (zero point five percent) of

the value of such item, limited to 10% (ten percent) of the value of the item, without prejudice to the CONTRACTING PARTY 's

right to terminate this Agreement and claim indemnification for losses and damages.

7.1.1. Notwithstanding the immediate imposition of the penalties established in the previous clause, in the event that the

CONTRACTOR provides for the definitive delivery of the Project within the term set out in clause 2.2. herein and in accordance

with the conditions duly approved by the CONTRACTING PARTY, the penalties potentially charged by the CONTRACTING

PARTY against the CONTRACTOR for the noncompliance of the terms established in the Milestone Dates during the course of

the Work of the Project will revert in favor of the CONTRACTOR and must be paid by the CONTRACTING PARTY

simultaneously with the retention installment mentioned in clause 4.3 of this Agreement.

7.2. In addition to the above-mentioned, in the event of late delivery of the Project in noncompliance with the terms of this

Agreement , the CONTRACTOR shall be subject to a monthly penalty corresponding to 2% (two percent) of the updated fixed

global price of this Agreement , being the first penalty triggered on the first business day after the term agreed for the delivery of the

Project and the remaining ones on the same day of the following months until the final conclusion of the Project in accordance with

this Agreement , without prejudice to the penalty set out in Clause 7.1 above.

7.3. In the event of noncompliance of the obligations set out in this Agreement by any party, expect for those contemplated in

Clauses 7.1 and 7.2, the infringing party shall be subject to a penalty corresponding to 2% (two percent) of the amount of this

Agreement , without prejudice to the termination of this Agreement in accordance with Clause 9.1, subject to the other party´s right

to claim indemnification for losses and damages.


7.3.1 The Parties agree that the termination of this Agreement in accordance with the provisions of Clauses 9.2 and 9.3. below will

not result in any penalties or compensation.

7.4. In the event of noncompliance with payment obligations by either party, the infringing party shall incur a penalty of 2% (two

percent) of the current amount of the debt, increased by interest at the rate of 1% (one percent) per month, plus adjustment for

inflation purposes in accordance with the price index called "IGP-MG/FGV".

7.5. The CONTRACTOR expressly authorizes the amount of the penalties possibly imposed pursuant to the terms hereof to be

offset from the amounts owing to it by virtue of fulfillment of this Agreement , including from the retention amount mentioned in

Clause 6 of this Agreement.

8. ACCEPTANCE OF SERVICES

8.1. The locations upon which the Project work has been performed should be delivered in a perfectly clean state by the

CONTRACTOR , as should the Project with all the permanent connections executed and accepted by the public service

concessionaires.

8.2 . The delivery of the Work and the drafting of the Term of Delivery of the Work shall follow the order outlined below:

(i) Upon completion of the services, the CONTRACTOR shall formally communicate the date of the delivery of the Project to the

CONTRACTING PARTY ;

(ii) The CONTRACTING PARTY shall have a period of ten (10) days to perform inspections together with the CONTRACTOR ,

occasion in which it shall inform the latter, in writing, the list of pending items and repairs necessary for the complete fulfillment of

the obligations set out in this Agreement and the final delivery of the Project (“ Check List ”);

(iii) The CONTRACTOR shall have a maximum of thirty (30) days to, if necessary, execute the required services listed in the

Check List, after which, having been reviewed and approved by the CONTRACTING PARTY , the Project shall be received, in

writing, by the CONTRACTING PARTY , in accordance with the regulations established herein;


(iv) If, following the period noted in paragraph “iii” above, defects and/or repairs continue to be necessary, the CONTRACTING

PARTY, or whosoever it elects, is permitted to proceed with any repairs or other services necessary for the conclusion of the

Project , or furthermore, at its sole discretion, grant the CONTRACTOR with a deadline by which the defects should be resolved.

The amounts disbursed by the CONTRACTING PARTY on such services should be offset against the balance owed to the

CONTRACTOR or, should such be insufficient, they shall be charged to the CONTRACTOR and/or reduced in whole or in part

from the sums relating to the Retention, to which the CONTRACTOR declares its express agreement;

(v) When the CONTRACTOR communicates to the CONTRACTING PARTY , in writing, the full completion of the services

outlined in the inspection report referred to in paragraph “iii” above, a new joint inspection will be performed over the subsequent

ten (10) days, with the aim of formalizing the definitive delivery of the Project and the delivery of the Term of Delivery of the

Work .

8.3 . For the Term of Delivery of the Work to be issued, the CONTRACTOR shall deliver the documentation listed below to the

CONTRACTING PARTY :

(i) INSS Debt Clearance Certificate (known as “INSS-Obra”);

(ii) ISS Debt Clearance Certificate, also in the name of the CONTRACTING PARTY , if applicable, referring to the construction

services that are the object of this Agreement ;

(iii) Certificate of Conclusion (“Occupancy Permit”) by the local Municipal Council;

(iv) Manuals for Operation and Maintenance of the Building, systems and equipment, as well as the respective certificates of

guarantee from the manufacturers and suppliers when applicable;

(v) “AVCB” or document required by the Fire Department;

(vi) Final “As Built” Plans /Designs faithfully representing the urbanization, paving and infrastructure services, and the construction

and installations executed.


8.4. Upon delivery Term of Delivery of the Work, the CONTRACTOR shall receive the Performance Bond contemplated in item

“ii” of Clause 10.1.1 of this Agreement.

9.1. The CONTRACTING PARTY shall be entitled to terminate this Agreement , at any time, upon the CONTRACTOR 's

default, and the latter shall not be entitled to any claim or indemnification upon the occurrence of any of the events listed below,

without prejudice to the other cases expressly provided herein:

(i) Petition for its court-assisted or out-of-court restructuring and/or bankruptcy;

(ii) Negligence in providing the services set out in this Agreement , in the organization and management, as well as

noncompliance with the design and/or specifications, after receipt of written warning thereof from the CONTRACTING PARTY ;

(iii) Noncompliance with the labor, social security and tax related obligations arising from this Agreement , including, but

not limited to, the occurrence of lack of payment of salaries, allowances, regular advances, transportation or meal vouchers, or meals

to its employees or service providers;

(iv) Noncompliance with orders or instructions formally issued by the CONTRACTING PARTY or its representative;

(v) Transfer, assignment or subcontracting of any or all of the services hereunder without the written consent of the

CONTRACTING PARTY .

9.2. At any time during the term hereof, and should it be in its interest, with no need to express the reason for and upon mere

written notice to the CONTRACTOR , the CONTRACTING PARTY may unilaterally and immediately terminate this

Agreement and pay solely for the services approved in the monthly measurements in accordance with the provision of Clauses 3 and

4 above and in any other item set out in this Agreement , 1 Working translation only; the Portuguese version governs.

9. TERMINATION

and no penalty nor compensation of any kind may be claimed by the CONTRACTOR in such event.

9.3.1. It is hereby authorized the termination of the Agreement by the CONTRACTING PARTY in case the environmental

licensing is still under analysis by January 31, 2014, in which case terms and conditions of the preceding clause 9.3 shall apply.

9.3.2. The CONTRACTOR shall issue an invoice in the name of the CONTRACTING PARTY in relation to the services

effectively provided by the CONTRACTOR to the CONTRACTING PARTY in accordance with the preceding clauses.

9.4. If this Agreement is terminated due to default or unilaterally, the procedures listed below shall be followed:

(i) The CONTRACTING PARTY shall authorize the payment of the invoices referring to the services satisfactorily

performed until the date of termination, with the amount corresponding to possible penalties and other debts attributed to

CONTRACTOR being deducted. Should there be a balance in favor of the CONTRACTING PARTY , the CONTRACTING

PARTY shall be reimbursed by the CONTRACTOR no later than seven (7) business days as from the termination for default or

unilateral termination;

(ii) The CONTRACTING PARTY shall have the right to take possession as well as immediate and exclusive control of the

Project works either executed or in progress, and of the materials deposited on the construction site, and may use the necessary

equipment to continue with the Project works in order for there to be no interruption in the services, whilst under such scenario, the

CONTRACTING PARTY will pay the CONTRACTOR 1 Working translation only; the Portuguese version governs.

9.3. In case it is not possible for the CONTRACTING PARTY to authorize the CONTRACTOR to start the services in respect of

the Work , in accordance with the terms and conditions of Clause 2.2. above, due to the denial of the environmental licensing for

the Project , the CONTRACTING PARTY may terminate this Agreement , and the CONTRACTOR will reimburse the

CONTRACTING PARTY the amount paid as down payment mentioned in item “i” of clause 3.1. above, without monetary

adjustment, deducting from the same the amount in respect of the services effectively provided by the CONTRACTOR to the

CONTRACTING PARTY , specifically the ones in respect to the execution and approval of the plans for the Project, in

accordance with the Physical and Financial Chronogram included hereto as Attachment III.

for the materials and equipment of which it has taken possession, providing remuneration at a fair market price; and

(iii) The CONTRACTOR shall be required to deliver or return all documents, reports, designs and any objects in its possession to

the CONTRACTING PARTY , within twenty-four (24) hours as of the termination due to default or unilateral termination,

irrespective of any notice by CONTRACTING PARTY .

10. INSURANCE

10.1. The CONTRACTING PARTY shall contract and pay the premium on the insurance policies listed below, such relating to the

implementation of the Work during the performance of the Project Work :

(i) Cross Liability Insurance;

(ii) Engineering Risk Insurance.

10.1.1 The CONTRACTOR shall contract: (i) the insurance against accidents at work whose coverage must be for the

CONTRACTOR and subcontractors, shall not be inferior to the minimum established by the Collective Labor Convention of the

professional category and (ii) a “Performance Bond” in the amount of ten percent (10%) of the total sum of this Agreement , both of

them being contracted with a top-class insurance firm previously approved by the CONTRACTING PARTY , being the latter

declared as beneficiary of the Performance Bond mentioned in item “ii” of this Clause 10.1.1.

10.1.2. The Performance Bond shall be available to CONTRACTING PARTY until (i) the delivery of the Term of Delivery of

the Work, (ii) the date on which this Agreement is terminated, or (iii) the date on which CONTRACTING PARTY draws down

the Performance Bond in its entirety, whichever date occurs first.

10.1.3. CONTRACTING PARTY may draw upon the Performance Bond in the event that:


10.2. The CONTRACTOR shall deliver proof of the insurance described in Clauses 10.1.1 and 10.6 of this Agreement to the

CONTRACTING PARTY within 45 (forty five) days at the most, counted as from the signing of this Agreement , with its

premiums duly paid, whilst proof of the contracting of such insurance shall also be sent to the CONTRACTING PARTY .

10.3. All insurance policies shall be kept in effect and fully valid until the effective acceptance of the Project by the

CONTRACTING PARTY , in the manner and conditions outlined in this Agreement .

10.4. The obtaining, by the CONTRACTOR , of the Performance Bond and other insurance required in this Chapter does not have

any effect in reducing, lessening or affecting the obligations of such party, which shall also acquire any additional insurance that is

required by the law.

10.5 . Payment of the insurance deductibles arising from possible losses that may occur shall always be the responsibility of the

CONTRACTOR , regardless of the responsibility of the party contracting the insurance and is an integral part of the value of this

Agreement .

10.6. In addition to the insurance above mentioned, the CONTRACTOR will obtain a contract of Guarantee Insurance, in the

amount equivalent to the down payment established 1 Working translation only; the Portuguese version governs.

a) CONTRACTOR’s default persists beyond the applicable cure period, if any, and CONTRACTING PARTY does not

exercise its right to terminate the Agreement ;

b) CONTRACTOR ’s default persists beyond the applicable cure period, if any, and CONTRACTING PARTY exercises its

right to terminate this Agreement;

c) CONTRACTING PARTY intervenes in the performance of the services in accordance with this Agreement and the

completion costs of the Project exceed the contract price less the amount previously paid to CONTRACTOR ;

d) Contractor fails to achieve final delivery of the Project within the term established in Clause 2.2. above, except for the

cases mentioned in Clause 2.8 above, and CONTRACTING PARTY has the right to collect late delivery penalties as

provided in clause 7.2 of this Agreement ; or

e) CONTRACTING PARTY is entitled to reimbursement under this Agreement .

in item “i” of clause 3.1. above, to assure the reimbursement of the down payment to the CONTRACTING PARTY, in case of

termination of this Agreement.

10.6.1. The guarantee insurance mentioned in the preceeding clause shall be contracted by the CONTRACTOR , with a top-class

insurance firm, previously approved by the CONTRACTING PARTY, within 15 (fifteen) days, counting from the date of this

Agreement . The contracting of such insurance, as well as proof of the premiums duly paid, shall also be sent to the

CONTRACTING PARTY as a condition precedent to the payment of the down payment in accordance with clause 4.1. above.

10.6.2. The policy of the guarantee insurance mentioned in this section shall be kept in effect and fully valid until the effective and

full offset of the amount mentioned in item “i” of Clause 3.1 against the due payments in respect of the monthly measurements, in

the manner and conditions outlined in this Agreement . The amount of the guarantee insurance shall be pro rata reduced to the

extent of the implementation of the above-mentioned offsets.

11. GUARANTEE

11.1. The CONTRACTOR guarantees the quality, hardiness, safety and technical perfection of the Project work to be executed by

the CONTRACTOR for a period of five (5) years, as established in article 618 of the Brazilian Civil Code, counting from the final

acceptance date of the Work and Project as established herein, and characterized by the Term of Final Receipt of the Work, with

reciprocal release, signed between the Parties. The technical guarantee offered here covers any and all defects discovered due to the

poor execution of the work covered herein, including those not covered by the above-mentioned legal provision, obliging the

CONTRACTOR to effect all the repairs necessary that have been caused by errors or faults in the execution of the services, also

obliging the CONTRACTOR to redo the work as soon as the errors or faults have been discovered or complained about by the

CONTRACTING PARTY , as many times as may prove to be necessary, observing the provisions of Clause 13.3 below.

11.2 . The CONTRACTOR guarantees, furthermore, for the period of time contemplated by law, or, if greater, for a period

established by the respective manufacturers, counted as from the delivery of the Project , the quality and perfect working condition

of the materials, equipment, installations and all the other components it has supplied and employed on the Project , including the

mentioned periods of time starting from the date of delivery of the installations, tested and approved by the CONTRACTING

PARTY and by the public service concessionaires, promising to fix or substitute, in whole or in part what is found 1 Working translation only; the Portuguese version governs.

to be defective or with the imperfections, duly proven, in the materials, manufacturing or installation.

11.3 . All the services which show defects, errors, faults or irregularities for reasons attributable to the CONTRACTOR , its

subcontractors, suppliers or any other of its representatives or, furthermore, as a result of the employment of insufficient or

unqualified workforce, shall be disassembled and redone by the CONTRACTOR , at its own expense, within a period of time that

shall be determined by the CONTRACTING PARTY, without any change being made to the contractually agreed term.

11.4. Should the CONTRACTOR not promptly meet the requests for correction, the CONTRACTING PARTY may mobilize the

necessary resources, including contracting third parties to complete the services that remain pending which costs shall be reimbursed

by CONTRACTOR to CONTRACTING PARTY . The CONTRACTING PARTY also has the right to demand completion by

means of applicable judicial measure should the balance of credit owed to the CONTRACTOR not be sufficient.

12. CONFIDENTIALITY

12.1. For the purposes of this Agreement , “Confidential Information” means any and all information received by the

CONTRACTOR or its employees and which is not generally known to the market in which the CONTRACTING PARTY

operates or may operate in the future, and, further information which should obviously be considered confidential information

concerning the affairs and objectives of the CONTRACTING PARTY , including the very existence of this Agreement , as well as

any other data, technical or “ specifications relating to the Project .

12.2. For a period of five years as from the last service rendered to the CONTRACTING PARTY , all confidential information

shall remain undisclosed by the CONTRACTOR and its employees and subcontractors, and it shall not be disclosed to any third

parties. The CONTRACTOR must abstain from holding any meetings with third parties in regard to the services hereunder without

the prior and express authorization of the CONTRACTING PARTY and, further, without the presence of one of its representatives.

12.3. The CONTRACTOR further agrees not to use any confidential information received from the CONTRACTING PARTY

for any other purposes, except as required for the purposes of certain agreements between the CONTRACTOR and the

CONTRACTING PARTY.


13. MISCELLANEOUS

13.1. The CONTRACTOR may not transfer or assign, in whole or in part, this Agreement or the obligations and rights provided

herein, without the prior and express written consent of the CONTRACTING PARTY.

13.2. This Agreement and its respective annexes faithfully and wholly represent the entire understanding between the Parties and

shall supersede all other prior negotiations, representations and agreements, whether oral or written. This Agreement may be

amended only through a separate written instrument signed by both contracting parties.

13.3 . All notices, requests, claims, and other communications required herein shall be made in writing and be signed by or on behalf

of the sender and delivered by e-mail, pre-paid registered or first class mail, return receipt requested, or by express courier service or,

further, by personal delivery, to the addresses stated in the preamble to this Agreement .

13.3.1. For the purposes of Clause 13.3 above, only the following e-mails shall be deemed valid:

If to the CONTRACTING PARTY:

Matheus de Carvalho Thaumaturgo

[email protected] and

Darwin Scussel

[email protected]

If to the CONTRACTOR :

[email protected] and

Paulo Roberto Morais

[email protected]

13.3.2. Any change of address may only be communicated, in writing, by either Party, with notice of receipt.


13.4. Either party's failure to enforce compliance, in due time and manner, with any clause or condition provided herein, shall be

deemed as mere tolerance and shall not imply its renewal, nor the relinquishment of the right to enforce it in the future, without

affecting the enforceability and validity of this instrument and the conditions hereof.

13.5. This Agreement is binding upon the Parties and their successors for whatever reason, being an extrajudicial, enforceable

instrument pursuant to article 585, item II of the Brazilian Code of Civil Procedure.

13.6. Any amendment, renewal or modification of this Agreement shall be valid only if signed by the Parties, together with two (2)

witnesses, expressly stating the provisions which have been suppressed, amended or changed.

13.7. Except in the events provided herein, this Agreement is executed on an irrevocable and irreversible basis, without any right to

reconsideration, and it shall be binding upon the Parties and their successors for whatever reason.

13.8. In the event of any discrepancy or conflict between the provisions of this Agreement and the other annexes that are a part

hereof, the provisions set forth in this Agreement shall prevail. In the event of cases unforeseen in this Agreement , the information

contained in the annexes attached hereto, and which are an inseparable part of this instrument, shall prevail.

13.9. Nothing contained in this Agreement shall create a joint venture or association relationship between the Parties, and neither

Party shall have the power to bind the other, in any manner, as a result of the relationship created pursuant to the terms hereof.

13.10. This Agreement shall be valid and effective as from this date and shall remain in full force and effect until final completion

of all activities involved in the services in conformity with the terms and conditions established herein, without prejudice to any

liabilities, obligations and rights which, notwithstanding the expiration hereof, shall remain in force so that they may produce their

respective effects.

13.11. If, for any reason, any of the provisions of this Agreement become or be held invalid, illegal or unenforceable by any court

with competent jurisdiction, the Parties shall negotiate other provisions in good faith to replace them, which shall not be invalid,

illegal or unenforceable and are capable of maintaining, to the maximum extent possible, in all circumstances, the balance of their

business interests. In this event, the other provisions hereof shall not be affected thereby, but rather, shall remain in full force and

effect. 1 Working translation only; the Portuguese version governs.

13.12. Any supervening documents that may be established in accordance with the contractual conditions set forth herein shall be

valid only if signed and delivered by the representatives designated by the Parties.

14. DISPUTE RESOLUTION

14.1. Any dispute or claim arising from this Agreement or relating to it or concerning its violation (jointly to be referred to as

“Disputes”) shall be resolved by means of amicable negotiation between the Parties.

14.2. Should an agreement not prove to be possible, the case under dispute shall then be forwarded for arbitration and resolved by

such means, in São Paulo, in accordance with the norms of the Arbitration Center of the American Chamber of Commerce in São

Paulo (“Amcham”). To start the arbitration proceedings, one of the Parties shall notify Amcham, which will send a copy to the other

Party. The Parties shall agree with the nomination of a single arbiter within ten (10) days counting from notification of the start of

the proceedings. Should the Parties not manage to nominate a single arbiter, the President of Amcham will undertake to make such

nomination. The sole arbiter shall apply the laws of Brazil. The arbitration shall be performed in the Portuguese language. The

appraisal, which shall bind both parties, shall be issued in written form by the arbiter within one hundred and eighty (180) days

counting from the initiation of the arbitration proceedings (whilst such period may only be extended upon the mutual agreement of

the parties and the arbiter). The possibility of submitting Disputes to arbitration or not shall also be determined by the arbiter. The

Parties shall take equal responsibility for the shelving costs and Amcham’s other administrative costs, as well as the arbiter’s fees

and expenses. Law 9.307/1996 (the “Arbitration Law”) shall regulate the interpretation and compliance with this Clause.

14.3. For the purposes established in Article 7 of the Arbitration Law, the Parties agree to submit themselves, solely for the purposes

of the resolution of such matters, to the jurisdiction of the judicial district of São Paulo, State of São Paulo, Brazil.


In witness whereof, the parties have executed this Agreement in three (3) counterparts of the same content and for one and the same

purpose, in the presence of the witnesses also signing below.

São Paulo, October 31, 2013.

NACCO MATERIALS HANDLING GROUP BRASIL LTDA.

CONTRACTING PARTY

CONSTRUTORA TODA DO BRASIL S/A

CONTRACTOR

Witnesses:


/s/ Hugo Moraes Barros

/s/ Satoshi Mikami /s/ Tetsuya Yamada

/s/ Lucio A. Nubile

Name: Lucio A. Nubile

ID: 8.965.404

/s/ Osvaldo Y. Nagasawa

Name: Osvaldo Y. Nagasawa

ID: 9.546792-7

Exhibit 21

SUBSIDIARIES OF HYSTER-YALE MATERIALS HANDLING, INC . The following is a list of active subsidiaries as of the date of the filing with the Securities and Exchange Commission of the Annual Report on Form 10-K to which this is an Exhibit. Except as noted, all of these subsidiaries are wholly owned, directly or indirectly.

Name Incorporation

Hiroshima Yale Co., Ltd. Japan (50%)

Hyster France S.A.R.L. France

Hyster Germany GmbH Germany

Hyster (H.K.) Limited Hong Kong (PRC)

Hyster Overseas Capital Corporation, LLC Delaware

Hyster Singapore Pte Ltd Singapore

NACCO Materials Handling, B.V. Netherlands

NACCO Materials Handling - Canada ULC Canada

NACCO Materials Handling Group Brasil Ltda. Brazil

NACCO Materials Handling Group, Inc. Delaware

NACCO Materials Handling Group, Ltd. United Kingdom

NACCO Materials Handling Group Pty, Ltd. Australia

NACCO Materials Handling Group (UK) Pension Co. Ltd. United Kingdom

NACCO Materials Handling Limited United Kingdom

NACCO Materials Handling, SpA Italy

NMHG Australia Holding Pty Ltd. Australia

NMHG Distribution B.V. Netherlands

NMHG Distribution Pty. Limited Australia

NMHG Financial Services, Inc. Delaware (20%)

NMHG India Engineering and Support Services Private Ltd. India

NMHG Mauritius Mauritius

NMHG Mexico S.A. de C.V. Mexico

NMHG Oregon, LLC Oregon

N.M.H. Holding B.V. Netherlands

N.M.H. International B.V. Netherlands

Onoda Industry Co. Ltd. Japan (20%)

Shanghai Hyster Forklift, Ltd. China (75%)

Shanghai Hyster International Trading Co. Ltd. China

Shiga Yale Co., Ltd. Japan

SNP Estate Corporation Philippines (50%)

Suminac Philippines, Inc. Philippines (50%)

Sumitomo NACCO Materials Handling Co., Ltd. Japan (50%)

Sumitomo NACCO Materials Handling Sales Co., Ltd. Japan (50%)

Sumitomo NACCO Materials Handling (Vietnam) Co., Ltd. Vietnam (50%)

Tohoku Shinko Co., Ltd. Japan (37%)

Tokai Shinko Co., Ltd. Japan (15%)

Weil Corporation Philippines (50%)

Yale Fordertechnik Handelsgesellschaft mbH Germany

Yale France Manutention S.A.R.L. France

Yale Materials Handling UK Ltd. United Kingdom

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

of our report dated February 19, 2014 , with respect to the consolidated financial statements and schedule of Hyster-Yale Materials Handling, Inc. and Subsidiaries, and the effectiveness of internal control over financial reporting of Hyster-Yale Materials Handling, Inc. and Subsidiaries, included in this Annual Report (Form 10-K) for the year ended December 31, 2013 .

(1) Registration Statement on Form S-8 pertaining to the Hyster-Yale Materials Handling, Inc. Supplemental Long-Term Equity Incentive Plan of Hyster-Yale Materials Handling, Inc. for the registration of 100,000 shares of Class A common stock;

(2) Registration Statement on Form S-8 pertaining to the Hyster-Yale Materials Handling, Inc. Non-Employee Directors' Equity Compensation Plan of Hyster-Yale Materials Handling, Inc. for the registration of 100,000 shares of Class A common stock;

(3) Registration Statement on Form S-8 pertaining to the Hyster-Yale Materials Handling, Inc. Long-Term Equity Incentive Plan of Hyster-Yale Materials Handling, Inc. for the registration of 750,000 shares of Class A common stock;


Cleveland, Ohio

February 19, 2014

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of Hyster-Yale Materials Handling, Inc. hereby constitutes and appoints Charles A. Bittenbender, Kenneth C. Schilling and Suzanne S. Taylor, and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and revocation, for the undersigned and in the name, place and stead of the undersigned, to sign on behalf of the undersigned as Director of Hyster-Yale Materials Handling, Inc., a Delaware corporation, an Annual Report pursuant to Section 13 of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year ended December 31, 2013 , and to sign any and all amendments to such Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney or attorneys-in-fact, and each of them, full power and authority to do so and 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 substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ J.C. Butler, Jr. February 12, 2014

John C. Butler, Jr. Date

Exhibit 24.2

POWER OF ATTORNEY


/s/ Carolyn Corvi February 12, 2014

Carolyn Corvi Date

Exhibit 24.3

POWER OF ATTORNEY


/s/ John P. Jumper February 12, 2014

John P. Jumper Date

Exhibit 24.4

POWER OF ATTORNEY


/s/ Dennis W. LaBarre February 12, 2014

Dennis W. LaBarre Date

Exhibit 24.5

POWER OF ATTORNEY


/s/ F. Joseph Loughrey February 12, 2014

F. Joseph Loughrey Date

Exhibit 24.6

POWER OF ATTORNEY


/s/ Claiborne R. Rankin February 12, 2014

Claiborne R. Rankin Date

Exhibit 24.7

POWER OF ATTORNEY


/s/ Michael E. Shannon February 12, 2014

Michael E. Shannon Date

Exhibit 24.8

POWER OF ATTORNEY


/s/ John M. Stropki February 12, 2014

John M. Stropki Date

Exhibit 24.9

POWER OF ATTORNEY


/s/ Britton T. Taplin February 12, 2014

Britton T. Taplin Date

Exhibit 24.10

POWER OF ATTORNEY


/s/ Eugene Wong February 12, 2014

Eugene Wong Date

Exhibit 31(i)(1)

Certifications

I, Alfred M. Rankin, Jr., certify that:

1. I have reviewed this annual report on Form 10-K of Hyster-Yale Materials Handling, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-d-15(f)), for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 19, 2014 /s/ Alfred M. Rankin, Jr.


Chairman, President and Chief Executive Officer (principal executive officer)

Exhibit 31(i)(2)

Certifications

I, Kenneth C. Schilling, certify that:

1. I have reviewed this annual report on Form 10-K of Hyster-Yale Materials Handling, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-d-15(f)), for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 19, 2014 /s/ Kenneth C. Schilling



Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Hyster-Yale Materials Handling, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2013 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

Date: February 19, 2014 /s/ Alfred M. Rankin, Jr.


Chairman, President and Chief Executive Officer (principal executive officer)

Date: February 19, 2014 /s/ Kenneth C. Schilling

