Exhibit 10.1

GUARANTY AGREEMENT

THIS GUARANTY AGREEMENT (this “ Guaranty ”) is made as of March 1, 2016, 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 WELLS FARGO FINANCIAL LEASING, INC., an Iowa corporation (“ Beneficiary ”), having an address at 733 Marquette Avenue, Suite 700, Minneapolis, MN 55402.

WHEREAS, prior to the date hereof, Guarantor executed that certain Guaranty Agreement, dated as of November 21, 2013 (the “ Existing Guaranty ”), for the benefit of General Electric Capital Corporation, a Delaware corporation (“ GECC ”), to guaranty all of the obligations and duties of Hyster-Yale Group, Inc., a Delaware corporation formerly known as NACCO Materials Handling Group, Inc (“ Hyster-Yale ”), owing to GECC under (i) that certain Amended and Restated Joint Venture and Shareholders Agreement between Beneficiary and Hyster-Yale, dated April 15, 1998, as such has been amended from time to time (the “ Shareholders Agreement ”), and (ii) any loan, lease or other financial accommodation written in conjunction with the program established by the Shareholders Agreement (the “ Existing Financing Agreements ”);

WHEREAS, pursuant to that certain Stock and Asset Purchase Agreement, dated as of October 13, 2015, as of the date hereof GE Capital Global Holdings, LLC, as successor to GECC (“ GE Capital ”), has assigned to Beneficiary all of GECC’s right, title and interest in (i) the Existing Guaranty, (ii) the Shareholders Agreement and (iii) the Existing Financing Agreements (together with the Existing Guaranty and the Shareholders Agreement, the “ Existing Documents ”);

WHEREAS, Beneficiary and NFS desire to replace and supersede certain of the Existing Financing Agreements and enter into that certain Financing Agreement, dated as of the date hereof, with NMHG Financial Services, Inc., a Delaware corporation (“ NFS ”), a 20% owned subsidiary of Hyster-Yale (such agreement, including any present or future amendments or revisions thereto, being referred to as the “ Financing Agreement ”); and

WHEREAS, in order to induce Beneficiary to enter into the Financing Agreement with 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 any way binding Beneficiary to do so, Hyster-Yale has agreed to guaranty the obligations of NFS to Beneficiary pursuant to that certain Guaranty, dated as of the date hereof, for the benefit of Beneficiary.

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, Guarantor hereby agrees as follows:

To induce Beneficiary to assume the obligations of GE Capital under the Shareholders Agreement and enter into the Financing 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

owing by Hyster-Yale to Beneficiary under the lift truck financing program operated by NFS, including, but not limited to those arising out of or in connection with: (i) the Shareholders Agreement or any other obligation of Hyster-Yale 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 Hyster-Yale 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 Hyster-Yale, 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 Hyster-Yale 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 Hyster-Yale 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 Obligation or any part thereof from Hyster-Yale 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 Hyster-Yale, 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 Hyster-Yale, 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 Hyster-Yale, 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 Hyster-Yale 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:

mortgage, lease, deed or other similar agreement to which it is a party or by which it is bound.

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 Hyster-Yale 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.

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 HYSTER-YALE’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 WHATSOEVER KIND ANT) 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.

This Guaranty is given in replacement and substitution for the Existing Guaranty. Guarantor hereby acknowledges and agrees that each of the Existing Documents that are not superseded by corresponding documents executed and delivered in connection with this Guaranty to which it is a

party remains in full force and effect. Guarantor hereby ratifies and reaffirms all of its obligations to Beneficiary, including obligations to indemnify, contingent or otherwise, under each of such Existing Documents to which it is a party. The execution, delivery and effectiveness of this Guaranty shall not operate as a waiver of any right, power or remedy of Lender under any Existing Financing Agreement or any other Existing Document, nor constitute a waiver of any provision of any Existing Financing Agreement or any other Existing Document, except as specifically set forth therein or in a corresponding Transaction Document.

[Signatures Immediately Follow]

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

Address for notices:

5875 Landerbrook Dr.

Suite 300

Cleveland, OH 44124

Attention:     

ACCEPTED AND AGREED
as of the date first above written:

WELLS FARGO FINANCIAL LEASING, INC.

Address for notices:

733 Marquette Avenue,
Suite 700
Minneapolis, MN 55402
Attention: Scott A. Collier, Controller

ANNEX A

TO GUARANTY AGREEMENT

LIST OF JV DOCUMENTS

Exhibit 10.2

GUARANTY

Date: March 1, 2016

WELLS FARGO FINANCIAL LEASING, INC.
733 Marquette Avenue, Suite 700
Minneapolis, MN 55402

WHEREAS, prior to the date hereof, HYSTER-YALE GROUP, INC., a Delaware corporation formerly known as NACCO Materials Handling Group, Inc. having its principal place of business at 5875 Landerbrook Drive, Mayfield Heights, OH 44124 (“ Hyster-Yale ”), executed that certain Guaranty, dated as of November 21, 2013 (the “ Existing Guaranty ”), for the benefit of General Electric Capital Corporation, a Delaware corporation (“ GECC ”), to guaranty the obligations of NMHG FINANCIAL SERVICES, INC., a Delaware corporation (“ NFS ”), owing to GECC under that certain Second Amended and Restated Financing Agreement, dated as of November 21, 2013 (the “ Existing Financing Agreement ”);

WHEREAS, pursuant to that certain Stock and Asset Purchase Agreement, dated as of October 13, 2015, as of the date hereof GE Capital Global Holdings, LLC, as successor to GECC (“ GE Capital ”), has assigned to WELLS FARGO FINANCIAL LEASING, INC., an Iowa corporation (“ Lender ”), all of GECC’s right, title and interest in (i) the Existing Guaranty, (ii) the Existing Financing Agreement and (iii) each of the ancillary agreements related to the operation of the NFS (together with the Existing Guaranty and the Existing Financing Agreement, the “ Existing Documents ”);

WHEREAS, Lender and NFS desire to replace and supersede the Existing Financing Agreement in its entirety by entering into that certain Financing Agreement, dated as of the date hereof (such agreement, including any present or future amendments or revisions thereto, being referred to as the “ Financing Agreement ”); and

WHEREAS, in order to induce Lender to enter into the Financing Agreement with 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 any way binding Lender to do so, Hyster-Yale has agreed to guaranty the obligations of NFS to Lender on the terms set forth herein.

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, Hyster-Yale hereby agrees as follows:

Hyster-Yale, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby guarantee to Lender, 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 Lender 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 Lender 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 Lender 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, HYSTER-YALE’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, Hyster-Yale shall not be required to pay to Lender under this Guaranty more than 20% of any unpaid amount due to Lender from NFS under the Loan Documents.

Hyster-Yale does hereby further guarantee to Lender, 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 Lender by reason of any default by Hyster-Yale 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 Lender 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 Hyster-Yale 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 Hyster-Yale, at Lender’ s election, without joinder of NFS or any other person as parties thereto.

Hyster-Yale 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 Hyster-Yale): (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 Hyster-Yale; (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, Hyster-Yale 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 Lender, 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, Lender shall be prohibited from exercising any of its rights or remedies against NFS or any other person or against any property, then, as between Lender and Hyster-Yale, such prohibition shall be of no force and effect, and Lender shall have the right to make demand upon, and receive payment from, Hyster-Yale 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. Hyster-Yale 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 Hyster-Yale is also waived. All settlements, compromises, accounts stated and agreed balances made in good faith between NFS, its successors or assigns, and Lender shall be binding upon and shall not affect the liability of Hyster-Yale. Hyster-Yale 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 Hyster-Yale 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 Lender and Hyster-Yale. No failure by Lender to exercise its rights hereunder or any of the Loan Documents shall give rise to any estoppel against Lender, or excuse Hyster-Yale from performing hereunder. Lender’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 Hyster-Yale, its successors and assigns, and the benefits hereof shall extend to and include Lender, 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 Hyster-Yale and Lender 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.

Hyster-Yale hereby represents and warrants that this Guaranty (i) has been duly authorized, executed and delivered on behalf of Hyster-Yale, (ii) constitutes a valid, legal and binding obligation of Hyster-Yale, and (iii) is enforceable against Hyster-Yale in accordance with its terms (except to the extent that enforcement of remedies may be limited by any bankruptcy or insolvency proceedings affecting Hyster-Yale).

This Guaranty is given in replacement and substitution for the Existing Guaranty. Hyster-Yale hereby acknowledges and agrees that each of the Existing Documents that are not superseded by corresponding documents executed and delivered in connection with this Guaranty to which it is a party remains in full force and effect. Hyster-Yale hereby ratifies and reaffirms all of its obligations to Lender, including obligations to indemnify, contingent or otherwise, under each of such Existing Documents to which it is a party. The execution, delivery and effectiveness of this Guaranty shall not operate as a waiver of any right, power or remedy of Lender under the Existing Financing Agreement or any other Existing Document, nor constitute a waiver of any provision of the Existing Financing Agreement or any other Existing Document, except as specifically set forth therein or in a corresponding financing document.

[Signature Immediately Follows]

IN WITNESS WHEREOF, this Guaranty is executed the day and year above written.

HYSTER-YALE GROUP, INC.