Exhibit 2
XXXXXX ASSOCIATES II, L.P.
C/X XXXXXX MANAGEMENT, INC.
GENERAL PARTNER
0000 XXXXXXXXXXX XXXX, XXXXX 000
XXXXXXXXX, XXXX 00000
February 7, 2005
Xxxxxx Management, Inc.
General Partner of Xxxxxx Associates II, L.P.
0000 Xxxxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, Xxxx 00000
Re: Letter Agreement Regarding Funding of Xxxxxx Associates IV, L.P.
Ladies and Gentlemen:
1. The undersigned are all of the partners of Xxxxxx Associates II, L.P., a
Delaware limited partnership ("XXXXXX ASSOCIATES II").
2. In order to facilitate the exchange of up to 400,000 shares of its Class A
Common Stock, par value $1.00 per share, of NACCO Industries, Inc. ("CLASS
A COMMON STOCK") with Class B Common Stock, par value $1.00 per share, of
NACCO Industries, Inc., the partners of Xxxxxx Associates mutually agree
and consent pursuant to Section 5.2(c) of the Limited Partnership Agreement
of Xxxxxx Associates II, dated as of February 6, 1998, as amended (the
"PARTNERSHIP AGREEMENT"), that on or after February 7, 2005:
(a) Xxxxxx Associates II will transfer 54.17888513% of its assets,
consisting of 400,000 shares of Class A Common Stock, to a newly
formed partnership, Xxxxxx Associates IV, L.P., a Delaware limited
partnership ("XXXXXX ASSOCIATES IV").
(b) Simultaneously therewith, Xxxxxx Associates II will distribute its
entire interest in Xxxxxx Associates IV to the partners identified in
Exhibit A to this Letter Agreement in exchange for those partners'
54.17888513% interest in Xxxxxx Associates II.
(c) As a result of the distribution referred to in (b) immediately above,
the partners identified in Exhibit A to this Letter Agreement will
have general and limited partnership interests in Xxxxxx Associates IV
as set forth in Exhibit A to this Letter Agreement.
(d) As a result of the distribution and exchange referred to in (b) above,
all of the partners of Xxxxxx Associates II will have their general
and limited partnership interests in Xxxxxx Associates II adjusted as
set forth in Exhibit B to this letter Agreement.
This Letter Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware. It may be executed by facsimile signature and
may be executed in one or more counterparts, each of which shall be deemed to
constitute an original, but all of which together shall constitute but one
agreement. This Letter Agreement shall not be effective and binding upon any of
the undersigned until such time as all of the partners of Xxxxxx Associates II
have executed this Letter Agreement.
[SIGNATURE PAGES FOLLOW.]
As of the date first written above, the undersigned partners of Xxxxxx
Associates II signify their agreement with the matters set forth herein.
Trust created by the Agreement, dated July
20, 2000, as supplemented, amended and
restated, between Xxxxxx X. Xxxxxx, Xx.,
as trustee, and Xxxxx X. Xxxxxx, creating
a trust for the benefit of Xxxxx X. Xxxxxx
(successor in interest to the Trust
created by the Agreement, dated July 12,
1967, as supplemented, amended and
restated, between National City Bank, as
trustee, and Xxxxx X. Xxxxxx, creating a
trust for the benefit of Xxxxx X. Xxxxxx)
By: /s/ Xxxxxx X. Xxxxxx, Xx.
-------------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Trustee
Trust created by the Agreement, dated
September 28, 2000, as supplemented,
amended and restated, between Xxxxxx X.
Xxxxxx, Xx., as trustee, and Xxxxxx X.
Xxxxxx, Xx., creating a trust for the
benefit of Xxxxxx X. Xxxxxx Xx.,
(successor in interest to the Trust
created by the Agreement, dated August 30,
1967, as supplemented, amended and
restated, between National City Bank, as
trustee, and Xxxxxx X. Xxxxxx, Xx.,
creating a trust for the benefit of Xxxxxx
X. Xxxxxx, Xx.)
By: /s/ Xxxxxx X. Xxxxxx, Xx.
-------------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Trustee
Trust created by the Agreement, dated
September 28, 2000, as supplemented,
amended and restated between Victoire X.
Xxxxxx, as trustee, and Victoire X.
Xxxxxx, creating a trust for the benefit
of Victoire X. Xxxxxx (successor in
interest to the Trust created by the
Agreement, dated July 1, 1969, as
supplemented, amended and restated,
between National City Bank, as trustee,
and Victoire X. Xxxxxx, creating a trust
for the benefit of Victoire X. Xxxxxx)
By: /s/ Victoire X. Xxxxxx
-------------------------------------
Name: Victoire X. Xxxxxx
Title: Trustee
Trust created by the Agreement, dated
December 29, 1989, between Xxxxxx X.
Xxxxxx, Xx., as trustee, and Xxxxx X.
(Xxxxxx) Xxxxxx, creating a trust for the
benefit of Xxxxx X. (Xxxxxx) Xxxxxx
By: /s/ Xxxxxx X. Xxxxxx, Xx.
-------------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Trustee
Trust created by the Agreement, dated June
17, 1999, between Xxxx X. Xxxxxx, Xx., as
trustee, and Xxxx X. Xxxxxx, Xx., creating
a trust for the benefit of Xxxx X. Xxxxxx,
Xx.
By: /s/ Xxxx X. Xxxxxx, Xx.
-------------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Trustee
Xxxxx Xxxxxx Xxxxxx 2002 Trust, dated
November 5, 2002, between Xxxx X. Xxxxxx,
Xx., as trustee, and Xxxxx Xxxxxx Xxxxxx,
creating a trust for the benefit of Xxxxx
Xxxxxx Xxxxxx
By: /s/ Xxxx X. Xxxxxx, Xx.
-------------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Trustee
Xxxxxxx Xxxxxxx Xxxxxx 2002 Trust, dated
November 5, 2002, between Xxxx X. Xxxxxx,
Xx., as trustee, and Xxxxx Xxxxxx Xxxxxx,
creating a trust for the benefit of
Xxxxxxx Xxxxxxx Xxxxxx
By: /s/ Xxxx X. Xxxxxx, Xx.
-------------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Trustee
Trust created by the Agreement, dated
December 29, 1989, as supplemented,
amended and restated, between Xxxxxx X.
Xxxxxx, Xx., as trustee, and Xxxxx X.
(Xxxxxx) Xxxxxxxx, creating a trust for
the benefit of Xxxxx X. (Xxxxxx) Xxxxxxxx
By: /s/ Xxxxxx X. Xxxxxx, Xx.
-------------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Trustee
/s/ Xxxxx X. X. Xxxxxxxx
-------------------------------------
Xxxxx X. X. Xxxxxxxx
Xxxxx Xxxxxxx Xxxxxxxx Xxxxxxxx 2004
Trust, dated December 10, 2004, between
Xxxxx X. X. Xxxxxxxx, as trustee, and
Xxxxx Xxxxxx Xxxxxxxx, creating a trust
for the benefit of Xxxxx Xxxxxxx Xxxxxxxx
Xxxxxxxx
By: /s/ Xxxxx X. X. Xxxxxxxx
-------------------------------------
Name Xxxxx X. X. Xxxxxxxx
Title: Trustee
Xxxxx Xxxxxxx Xxxxxxxx 2004 Trust, dated
December 10, 2004, between Xxxxx X. X.
Xxxxxxxx, as trustee, and Xxxxx Xxxxxx
Xxxxxxxx, creating a trust for the benefit
of Xxxxx Xxxxxxx Xxxxxxxx
By: /s/ Xxxxx X. X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. X. Xxxxxxxx
Title: Trustee
Trust created by the Agreement, dated
December 29, 1967, as supplemented,
amended and restated, between Xxxxxx X.
Xxxxxx, as trustee, and Xxxxxx X. Xxxxxx,
creating a trust for the benefit of Xxxxxx
X. Xxxxxx
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Trustee
/s/ Xxxxxx X. Xxxxxx
------------------------------------------
Xxxxxx X. Xxxxxx
Trust created by the Agreement, dated
December 20, 1993, between Xxxxxx X.
Xxxxxx, as co-trustee, and Xxxxxxx X.
Xxxxxx, as co-trustee, and Xxxxxxx X.
Xxxxxx, creating a trust for the benefit
of Xxxxxxx X. Xxxxxx
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Co-Trustee
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Co-Trustee
/s/ Xxxxxxxxx X. Xxxxxx
------------------------------------------
Xxxxxxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxx
------------------------------------------
Xxxxx X. Xxxxxx
/s/ Xxxxxx Xxxxxx Xxxxxx
------------------------------------------
Xxxxxx Xxxxxx Xxxxxx
Trust created by the Agreement, dated June
22, 1971, as supplemented, amended and
restated, between Claiborne X. Xxxxxx, as
trustee, and Claiborne X. Xxxxxx, creating
a trust for the benefit of Claiborne X.
Xxxxxx
By: /s/ Claiborne X. Xxxxxx
-------------------------------------
Name: Claiborne X. Xxxxxx
Title: Trustee
Trust created under the Agreement, dated
June 1, 1995, between Xxxxx X. Xxxxxx, as
Trustee, and Xxxxx X. Xxxxxx, for the
benefit of Xxxxx X. Xxxxxx
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Trustee
Trust created by the Agreement, dated
August 25, 2000, between Claiborne X.
Xxxxxx, as trustee, and Claiborne X.
Xxxxxx, Xx., creating a trust for the
benefit of Claiborne X. Xxxxxx, Xx.
By: /s/ Claiborne X. Xxxxxx
-------------------------------------
Name: Claiborne X. Xxxxxx
Title: Trustee
Trust created by the Agreement, dated
January 13, 1998, between Claiborne X.
Xxxxxx, as trustee, and Xxxxx X. Xxxxxxxx,
creating a trust for the benefit of Xxxxx
X. Xxxxxxxx
By: /s/ Claiborne X. Xxxxxx
-------------------------------------
Name: Claiborne X. Xxxxxx
Title: Trustee
/s/ Xxxxx Xxxxxxxx
------------------------------------------
Xxxxx Xxxxxxxx
Trust created by the Agreement, dated
December 21, 2004, between Xxxxx X.
Xxxxxxxx, as trustee, and Claiborne X.
Xxxxxx, creating a trust for the benefit
of Xxxxxx Xxxxxxxxx Xxxxxxxx
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Trustee
Trust created by the Agreement, dated
December 21, 2004, between Claiborne X.
Xxxxxx, as trustee, and Xxxxx X. Xxxxxx,
creating a trust for the benefit of Xxxxx
X. Xxxxxx
By: /s/ Claiborne X. Xxxxxx
-------------------------------------
Name: Claiborne X. Xxxxxx
Title: Trustee
Trust created by the Agreement, dated
September 11, 1973, as supplemented,
amended and restated, between Xxxxx X.
Xxxxxx, as trustee, and Xxxxx X. Xxxxxx,
creating a trust for the benefit of Xxxxx
X. Xxxxxx
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Trustee
Trust created by the Agreement, dated
September 11, 2000, as supplemented,
amended and restated, between Xxxxxx X.
Xxxxxx, as trustee, and Xxxxxx X. Xxxxxx,
creating a trust for the benefit of Xxxxxx
X. Xxxxxx
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Trustee
Irrevocable Trust No. 1, dated December
18, 1997, for the benefit of X. Xxxxxxx
Xxxxxx, Xxxxxx X. Xxxxxx as trustee, with
Xxxxx Xxxxxx, Grantor
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Trustee
Irrevocable Trust No. 2, dated September
11, 2000, for the benefit of X. Xxxxxxx
Xxxxxx, Xxxxxx X. Xxxxxx as trustee
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Trustee
Irrevocable Trust No. 1, dated December
18, 1997, for the benefit of Xxxxxxxxx X.
Xxxxxx, Xxxxxx X. Xxxxxx as trustee, with
Xxxxx Xxxxxx, Grantor
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Trustee
Irrevocable Trust No. 2, dated September
11, 2000, for the benefit of Xxxxxxxxx X.
Xxxxxx, Xxxxxx X. Xxxxxx, as trustee
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Trustee
Trust created by the Agreement, dated
September 28, 2000, as supplemented,
amended and restated, between Xxxxxx X.
Xxxxxx, Xx., as trustee, and Xxxxx X.
Xxxxxx, creating a trust for the benefit
of Xxxxx X. Xxxxxx (successor in interest
to the Trust created by the Agreement,
dated August 12, 1974, as supplemented,
amended and restated, between National
City Bank, as trustee, and Xxxxx X.
Xxxxxx, creating a trust for the benefit
of Xxxxx X. Xxxxxx)
By: /s/ Xxxxxx X. Xxxxxx, Xx.
-------------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Trustee
AGREED TO AND ACCEPTED BY:
Xxxxxx Management, Inc.,
General Partner of Xxxxxx Associates II
By: /s/ Xxxxxx X. Xxxxxx, Xx.
---------------------------------------------------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: President
EXHIBIT A
INTEREST IN XX XX INTEREST
TO BE REDEEMED IN XX XX
----------------- -------------
GENERAL PARTNERSHIP INTEREST
Xxxxxx Management, Inc. 0.01354472% 0.02500000%
LIMITED PARTNERSHIP INTEREST
Xxxxxx X. Xxxxxx, Xx. Trust 1.35108595% 2.49375000%
Xxxxxx X. Xxxxxx Trust 1.35108595% 2.49375000%
Xxxxx X. Xxxxxx Trust 1.35108595% 2.49375000%
Claiborne X. Xxxxxx Trust 1.35108595% 2.49375000%
Xxxxx X. Xxxxxx Trust 8.04657468% 14.85186465%
Xxxxx X. Xxxxxx Trust 40.71442193% 75.14813535%
------------ -------------
54.17888513% 100.00000000%
EXHIBIT B
SCHEDULE OF XXXXXX ASSOCIATES II PARTNERSHIP INTERESTS
AFTER DISTRIBUTION OF XXXXXX ASSOCIATES IV PARTNERSHIP INTERESTS
REMAINING REMAINING
XX XX INTEREST IN INTEREST IN INTEREST IN
INTERESTS AS XX XX XX XX BEFORE XX XX AFTER
OF 1/26/05 TO BE REDEEMED ADJUSTMENT ADJUSTMENT
------------ -------------- ------------ -------------
GENERAL PARTNERSHIP INTEREST
Xxxxxx Management, Inc. 1.08357770% 0.01354472% 1.07003298% 2.33523995%
LIMITED PARTNERSHIP INTEREST
Xxxxxx X. Xxxxxx, Xx. Trust 6.25034839% 1.35108595% 4.89926244% 10.69215024%
Xxxxxx X. Xxxxxx Trust 7.59015532% 1.35108595% 6.23906937% 13.61614485%
Xxxxx X. Xxxxxx Trust 6.93455430% 1.35108595% 5.58346835% 12.18536120%
Claiborne X. Xxxxxx Trust 7.58130153% 1.35108595% 6.23021558% 13.59682234%
Xxxxx X. Xxxxxx Trust 16.98838457% 8.04657468% 8.94180989% 19.51460569%
Xxxxx X. Xxxxxx Trust 40.71442193% 40.71442193% 0.00000000% 0.00000000%
Victoire X. Xxxxxx Trust 0.28663994% 0.28663994% 0.62556300%
Xxxxx Xxxxxx Xxxxxx Trust 0.71704985% 0.71704985% 1.56488958%
Xxxx X. Xxxxxx, Xx. Trust 0.53813409% 0.53813409% 1.17442383%
Xxxxx Xxxxxx Xxxxxx Trust 0.53813409% 0.53813409% 1.17442383%
Xxxxxxx Xxxxxxx Xxxxxx Trust 0.43864696% 0.43864696% 0.95730311%
Xxxxx Xxxxxx Xxxxxxxx Trust 0.71704985% 0.71704985% 1.56488958%
Xxxxx X. X. Xxxxxxxx 0.43864696% 0.43864696% 0.95730312%
Xxxxx Xxxxxxx Xxxxxxxx Xxxxxxxx Trust 0.27018028% 0.27018028% 0.58964143%
Xxxxx Xxxxxxx Xxxxxxxx Trust 0.13689678% 0.13689678% 0.29876353%
Xxxxxx X. Xxxxxx 0.24969307% 0.24969307% 0.54493015%
Xxxxxxx X. Xxxxxx Trust 0.54092626% 0.54092626% 1.18051746%
Xxxxxxxxx X. Xxxxxx 0.14196889% 0.14196889% 0.30983290%
Xxxxx X. Xxxxxx 0.54092626% 0.54092626% 1.18051746%
Xxxxxx Xxxxxx Xxxxxx 1.35360954% 1.35360954% 2.95411743%
Xxxxx X. Xxxxxx Trust 0.28663994% 0.28663994% 0.62556300%
Claiborne X. Xxxxxx, Xx. Trust 0.62391675% 0.62391675% 1.36163590%
Xxxxx X. Xxxxxxxx Trust 0.55619315% 0.55619315% 1.21383592%
Xxxxx X. Xxxxxxxx 0.17891576% 0.17891576% 0.39046575%
Xxxxxx Xxxxxxxxx Xxxxxxxx Trust 0.04563226% 0.04563226% 0.09958784%
Xxxxx X. Xxxxxx Trust 1.03025839% 1.03025839% 2.24843589%
Xxxxxx X. Xxxxxx Trust 0.28663994% 0.28663994% 0.62556300%
X. Xxxxxxx Xxxxxx Trust No. 1 0.92848977% 0.92848977% 2.02633605%
X. Xxxxxxx Xxxxxx Trust No. 2 0.41392668% 0.41392668% 0.90335358%
Xxxxxxxxx X. Xxxxxx Trust No. 1 0.92848977% 0.92848977% 2.02633605%
Xxxxxxxxx X. Xxxxxx Trust No. 2 0.66965102% 0.66965102% 1.46144637%
------------ ------------ ------------ -------------
TOTAL 99.99999999% 54.17888513% 45.82111486% 100.00000000%
