THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 1st, 2017 • Hamilton Beach Brands Holding Co • Electric housewares & fans • New York
THE KITCHEN COLLECTION, LLC, an Ohio limited liability company (as successor by merger to The Kitchen Collection, Inc., a Delaware corporation), for itself and as Lead Borrower (in such capacity, the “Lead Borrower”) for the other Borrowers party thereto from time to time (together with the Lead Borrower, individually, a “Borrower,” and collectively, the “Borrowers”),
AMENDMENT TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • July 24th, 2020 • Hamilton Beach Brands Holding Co • Electric housewares & fans
This AMENDMENT TO STOCKHOLDERS’ AGREEMENT, dated as of February 24, 2020 (this “Amendment”), by and among the Depository, Hamilton Beach Brands Holding Company, a Delaware corporation (the “Corporation”), the new Participating Stockholder identified on the signature pages hereto (the “New Participating Stockholder”) and the Participating Stockholders under the Stockholders’ Agreement, dated as of September 29, 2017, as amended (the “Stockholders’ Agreement”), by and among the Depository, the Corporation and the Participating Stockholders. Capitalized terms defined in the Stockholders’ Agreement are used herein as so defined.
STOCKHOLDERS’ AGREEMENT dated as of September 29, 2017Stockholders’ Agreement • October 4th, 2017 • Hamilton Beach Brands Holding Co • Electric housewares & fans • Ohio
This STOCKHOLDERS’ AGREEMENT (this “Agreement”) dated as of September 29, 2017 by and among the signatories hereto (“Participating Stockholders,” as described in Section 1.14 hereof), Hamilton Beach Brands Holding Company, a Delaware corporation (the “Corporation”), and the Depository (as described in Section 1.10 hereof).
AMENDMENT NO. 2 TO THE TRANSITION SERVICES AGREEMENTTransition Services Agreement • March 6th, 2019 • Hamilton Beach Brands Holding Co • Electric housewares & fans
THIS AMENDMENT NO. 2 to the Transition Services Agreement, dated as of September 29, 2017 (“Agreement”), is made and entered into effective as of December 18, 2018, by and between NACCO Industries, Inc. (“NACCO”) and Hamilton Beach Brands Holding Company (“HBBHC”). Capitalized words not defined herein have the meaning assigned to them in the Agreement.
FORBEARANCE AGREEMENTForbearance Agreement • November 7th, 2019 • Hamilton Beach Brands Holding Co • Electric housewares & fans
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, Swing Line Lender, and Lender (in such capacities, the “Lender”), a national bank with an address of 125 High Street, Boston, Massachusetts ; and
AMENDMENT NO. 7 TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVERCredit Agreement and Waiver • July 24th, 2020 • Hamilton Beach Brands Holding Co • Electric housewares & fans • New York
AMENDMENT NO. 7 TO AMENDED AND RESTATED CREDIT Agreement, dated as of May 15, 2020 (this “Amendment No. 7”), is by and among Wells Fargo Bank, National Association, in its capacity as agent pursuant to the Credit Agreement (as hereinafter defined) acting for and on behalf of the parties thereto as lenders (in such capacity, “Agent”), the parties to the Credit Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), Hamilton Beach Brands, Inc., formerly known as Hamilton Beach/Proctor-Silex Inc., a Delaware corporation (“Parent”), Weston Brands, LLC, an Ohio limited liability company, (“Weston” and together with Parent, each individually, a “US Borrower” and, collectively, “US Borrowers”) and Hamilton Beach Brands Canada, Inc., formerly known as Proctor-Silex Canada Inc., an Ontario corporation (“Hamilton Brands Canada” or “Canadian Borrower”, and together with US Borrowers, each individually a “Borrower” and collectively, “Borrowers”).
AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 1st, 2018 • Hamilton Beach Brands Holding Co • Electric housewares & fans • New York
AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 14, 2018 (this "Amendment No. 6"), is by and among Wells Fargo Bank, National Association, in its capacity as agent pursuant to the Credit Agreement (as hereinafter defined) acting for and on behalf of the parties thereto as lenders (in such capacity, "Agent"), the parties to the Credit Agreement as lenders (individually, each a "Lender" and collectively, "Lenders"), Hamilton Beach Brands, Inc., formerly known as Hamilton Beach/Proctor-Silex Inc., a Delaware corporation ("Parent"), Weston Brands, LLC, an Ohio limited liability company, ("Weston" and together with Parent, each individually, a "US Borrower" and, collectively, "US Borrowers") and Hamilton Beach Brands Canada, Inc., formerly known as Proctor-Silex Canada Inc., an Ontario corporation ("Hamilton Brands Canada" or "Canadian Borrower", and together with US Borrowers, each individually a "Borrower" and collectively, "Borrowers").
FORM OF TAX ALLOCATION AGREEMENT BY AND BETWEEN NACCO INDUSTRIES, INC. AND HAMILTON BEACH BRANDS HOLDING COMPANY Dated [ ]Tax Allocation Agreement • September 6th, 2017 • Hamilton Beach Brands Holding Co • Electric housewares & fans • Delaware
THIS TAX ALLOCATION AGREEMENT (this “Agreement”), dated as of [ ], is by and between NACCO Industries, Inc. (“Parent”), a Delaware corporation, and Hamilton Beach Brands Holding Company (“Hamilton Beach Holding”), a Delaware corporation. Each of Parent and Hamilton Beach Holding is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
AMENDMENT NO. 1 TO THE TRANSITION SERVICES AGREEMENTTransition Services Agreement • March 6th, 2019 • Hamilton Beach Brands Holding Co • Electric housewares & fans
THIS AMENDMENT NO. 1 to the Transition Services Agreement, dated as of September 29, 2017 (“Agreement”), is made and entered into effective as of September 29, 2018, by and between NACCO Industries, Inc. (“NACCO”) and Hamilton Beach Brands Holding Company (“HBBHC”). Capitalized words not defined herein have the meaning assigned to them in the Agreement.
FORM OF SEPARATION AGREEMENTForm of Separation Agreement • September 6th, 2017 • Hamilton Beach Brands Holding Co • Electric housewares & fans • Delaware
This SEPARATION AGREEMENT (this “Agreement”), is dated as of [ ], 2017, by and between NACCO Industries, Inc., a Delaware corporation (“Parent”), and Hamilton Beach Brands Holding Company (“Hamilton Beach Holding”), a Delaware corporation and wholly owned Subsidiary of Parent. Parent and Hamilton Beach Holding will individually be referred to as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 11 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 3rd, 2022 • Hamilton Beach Brands Holding Co • Electric housewares & fans • New York
AMENDMENT NO. 11 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 28, 2022 (this “Amendment No. 11”), is by and among Wells Fargo Bank, National Association, in its capacity as agent pursuant to the Credit Agreement (as hereinafter defined) acting for and on behalf of the parties thereto as lenders (in such capacity, “Agent”), the parties to the Credit Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), Hamilton Beach Brands, Inc., formerly known as Hamilton Beach/Proctor-Silex Inc., a Delaware corporation (“US Borrower”), and Hamilton Beach Brands Canada, Inc., formerly known as Proctor-Silex Canada Inc., an Ontario corporation (“Canadian Borrower”, and together with US Borrower, each individually a “Borrower” and collectively, “Borrowers”).
Hamilton Beach Brands Holding CompanyHamilton Beach Brands Holding Co • May 5th, 2021 • Electric housewares & fans
The undersigned is an employee of Hamilton Beach Brands Holding Company (the “Company”) or its wholly-owned subsidiary (together with the Company, the “Employers”) to whom payment of an award (the “Award”) of fully paid and non-assessable shares (the “Award Shares”) of Class A Common Stock, par value $0.01 per share, of the Company (“Class A Common”) was approved on [DATE] by the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) pursuant to the Hamilton Beach Brands Holding Company Executive Long-Term Equity Incentive Plan, as amended and restated, effective [DATE] (the “Plan”), as approved by stockholders at the Company’s Annual Meeting of Stockholders on [DATE]. I hereby accept the Award and acknowledge to and agree with the Company as follows:
HAMILTON BEACH BRANDS HOLDING COMPANY SUPPLEMENTAL EXECUTIVE LONG-TERM INCENTIVE BONUS PLAN FORM OF AGREEMENTHamilton Beach Brands Holding Co • September 18th, 2017 • Electric housewares & fans
The undersigned is an employee of Hamilton Beach Brands Holding Company (the “Company”) or one of its wholly-owned subsidiaries (together with the Company, the “Employers”) to whom grants of an award (the “Award”) consisting of [insert number] fully paid and nonassessable shares (the “Award Shares”) of Class A Common Stock, par value $0.01 per share, of the Company (“Class A Common”) were made on , 20 by the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) pursuant to the Hamilton Beach Brands Holding Company Supplemental Executive Long-Term Incentive Bonus Plan (the “Plan”). I hereby accept the Award and acknowledge to and agree with the Company as follows:
AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 18th, 2017 • Hamilton Beach Brands Holding Co • Electric housewares & fans • New York
AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 13, 2017 (this “Amendment No. 5”), is by and among Wells Fargo Bank, National Association, in its capacity as agent pursuant to the Credit Agreement (as hereinafter defined) acting for and on behalf of the parties thereto as lenders (in such capacity, “Agent”), the parties to the Credit Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), Hamilton Beach Brands, Inc., formerly known as Hamilton Beach/Proctor-Silex Inc., a Delaware corporation (“Parent”), Weston Brands, LLC, an Ohio limited liability company, (“Weston” and together with Parent, each individually, a “US Borrower” and, collectively, “US Borrowers”) and Hamilton Beach Brands Canada, Inc., formerly known as Proctor-Silex Canada Inc., an Ontario corporation (“Hamilton Brands Canada” or “Canadian Borrower”, and together with US Borrowers, each individually a “Borrower” and collectively, “Borrowers”).
FORM OF TRANSITION SERVICES AGREEMENTForm of Transition Services Agreement • September 6th, 2017 • Hamilton Beach Brands Holding Co • Electric housewares & fans • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [ ], 2017, by and between NACCO Industries, Inc., a Delaware corporation (“NACCO”) and Hamilton Beach Brands Holding Company, a Delaware corporation and a wholly owned subsidiary of NACCO (“Hamilton Beach Holding”). All capitalized terms used but not defined herein shall have their respective meanings set forth in the Separation Agreement (as defined herein).
FORM OF TRANSFER RESTRICTION AGREEMENTTransfer Restriction Agreement • September 6th, 2017 • Hamilton Beach Brands Holding Co • Electric housewares & fans • Delaware
This Transfer Restriction Agreement, dated as of [ ], 2017, (this “Agreement”), is by and among NACCO Industries, Inc., a Delaware corporation (“NACCO”), Hamilton Beach Brands Holding Company, a Delaware corporation (“Hamilton Beach Holding”), each of the undersigned members of the Rankin and Taplin families (each an “Undersigned Family Member” and, collectively, the “Undersigned Family Members”), and Hamilton Beach Holding, in its capacity as the Administrator.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 4th, 2017 • Hamilton Beach Brands Holding Co • Electric housewares & fans • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of September 29, 2017, by and between NACCO Industries, Inc., a Delaware corporation (“NACCO”) and Hamilton Beach Brands Holding Company, a Delaware corporation and a wholly owned subsidiary of NACCO (“Hamilton Beach Holding”). All capitalized terms used but not defined herein shall have their respective meanings set forth in the Separation Agreement (as defined herein).
CONSULTING AGREEMENTConsulting Agreement • December 28th, 2018 • Hamilton Beach Brands Holding Co • Electric housewares & fans • Ohio
This CONSULTING AGREEMENT (“Agreement”) is entered into effective January 1, 2019 (the “Effective Date”) by and between Hamilton Beach Brands Holding Company (the “Company”) and Alfred M. Rankin, Jr. (“Consultant”).
AMENDMENT NO. 9 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 5th, 2021 • Hamilton Beach Brands Holding Co • Electric housewares & fans • New York
AMENDMENT NO. 9 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 9, 2021 (this “Amendment No. 9”), is by and among Wells Fargo Bank, National Association, in its capacity as agent pursuant to the Credit Agreement (as hereinafter defined) acting for and on behalf of the parties thereto as lenders (in such capacity, “Agent”), the parties to the Credit Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), Hamilton Beach Brands, Inc., formerly known as Hamilton Beach/Proctor-Silex Inc., a Delaware corporation (“US Borrower”), and Hamilton Beach Brands Canada, Inc., formerly known as Proctor-Silex Canada Inc., an Ontario corporation (“Canadian Borrower”, and together with US Borrower, each individually a “Borrower” and collectively, “Borrowers”).
AMENDMENT NO. 10 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 3rd, 2021 • Hamilton Beach Brands Holding Co • Electric housewares & fans • New York
AMENDMENT NO. 10 TO AMENDED AND RESTATED CREDIT Agreement, dated as of September 17, 2021 (this “Amendment No. 10”), is by and among Wells Fargo Bank, National Association, in its capacity as agent pursuant to the Credit Agreement (as hereinafter defined) acting for and on behalf of the parties thereto as lenders (in such capacity, “Agent”), the parties to the Credit Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), Hamilton Beach Brands, Inc., formerly known as Hamilton Beach/Proctor-Silex Inc., a Delaware corporation (“US Borrower”), and Hamilton Beach Brands Canada, Inc., formerly known as Proctor-Silex Canada Inc., an Ontario corporation (“Canadian Borrower”, and together with US Borrower, each individually a “Borrower” and collectively, “Borrowers”).
1. DEFINITIONS 1 2. PERMITTED TRANSFERS 4 3. TRANSFERS FOR WHICH FIRST REFUSAL PROCEDURE IS REQUIRED 5 4. FIRST REFUSAL PROCEDURES 6 5. REPRESENTATIONS AND WARRANTIES 9 6. CHANGES IN SHARES OF CLASS B COMMON STOCK 9 7. COMPLIANCE PROVISIONS 10 8....Stockholders’ Agreement • September 6th, 2017 • Hamilton Beach Brands Holding Co • Electric housewares & fans • Ohio
This STOCKHOLDERS’ AGREEMENT (this “Agreement”) dated as of [ ], 2017 by and among the signatories hereto (“Participating Stockholders,” as described in Section 1.14 hereof), Hamilton Beach Brands Holding Company, a Delaware corporation (the “Corporation”), and the Depository (as described in Section 1.10 hereof).
TAX ALLOCATION AGREEMENT BY AND BETWEEN NACCO INDUSTRIES, INC. AND HAMILTON BEACH BRANDS HOLDING COMPANYTax Allocation Agreement • October 4th, 2017 • Hamilton Beach Brands Holding Co • Electric housewares & fans • Delaware
THIS TAX ALLOCATION AGREEMENT (this “Agreement”), dated as of September 29, 2017, is by and between NACCO Industries, Inc. (“Parent”), a Delaware corporation, and Hamilton Beach Brands Holding Company (“Hamilton Beach Holding”), a Delaware corporation. Each of Parent and Hamilton Beach Holding is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
