SPIN OFF AGREEMENTSpin Off Agreement • July 27th, 2006 • Nacco Industries Inc • Industrial trucks, tractors, trailors & stackers • Delaware
This SPIN OFF AGREEMENT (this “Agreement”), is dated as of July 23, 2006, by and among NACCO Industries, Inc., a Delaware corporation (“Parent”), Housewares Holding Company, a Delaware corporation and a wholly owned subsidiary of Parent (“Huckleberry”), HB-PS Holding Company, Inc., a Delaware corporation and a wholly owned subsidiary of Huckleberry (“Hampton”) and Hamilton Beach/Proctor-Silex, Inc. (“Hampton OpCo”), a Delaware corporation and wholly owned subsidiary of Hampton. All capitalized terms used but not defined herein will have their respective meanings set forth in the Merger Agreement.
