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EXHIBIT 10.12
SECOND AMENDMENT TO THE SECOND AMENDED
AND RESTATED GENERAL OPERATING AGREEMENT
THIS SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED GENERAL
OPERATING AGREEMENT, is made this 15th day of April 1994 by and among Xxxxx
Material Handling Company ("Xxxxx"), Drexel Industries, Inc. ("Drexel") and
Xxxxx Credit Corporation ("Credit").
STATEMENT OF PURPOSE
Xxxxx, Xxxxxx and Credit are parties to that certain Second Amended and
Restated General Operating Agreement dated 29 November 1990 (the "Operating
Agreement") as amended by that certain First Amendment to the Second Amended and
Restated General Operating Agreement dated 30 October 1992 (the "FIRST
AMENDMENT") which sets forth the terms and conditions applicable to the
financing by Credit of products manufactured or distributed by Xxxxx and/or
Drexel. Drexel was an affiliate of Xxxxx but effective 15th April 1994 Drexel
has been sold to DAC Acquisition Corp. and is no longer affiliated with Xxxxx.
The purpose of this SECOND AMENDMENT is to delete Drexel as a party to the
Operating Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained
herein, Xxxxx, Xxxxxx and Credit hereby agree that the Operating Agreement is
amended as follows:
1. Effective 15th April 1994, the FIRST AMENDMENT will terminate and be
of no force and effect as if the FIRST AMENDMENT had never been executed, and
Drexel will no longer be a party to the Operating Agreement. Notwithstanding the
foregoing, (a) the obligations of Drexel pursuant to the FIRST AMENDMENT and (b)
the Guaranty of Xxxxx of the obligations of Drexel to Credit arising under the
Operating Agreement as provided by Section 5 of the FIRST AMENDMENT, shall, in
each case, remain in full force and effect as to all such obligations incurred
by Drexel to Credit prior to 15th April 1994. The change of names and references
thereto made by the FIRST AMENDMENT from "Chase Manhattan Leasing Company
(Michigan), Inc." and "Chase" to "Xxxxx Credit Corporation" and "Credit",
respectively, shall also continue.
2. Except as herein specifically amended, the terms and conditions of
the Operating Agreement shall remain unchanged and shall continue in full force
and effect.
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IN WITNESS WHEREOF, Xxxxx, Xxxxxx and Credit have executed this SECOND
AMENDMENT as of the date first set forth above.
XXXXX MATERIAL HANDLING COMPANY
By: /s/
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Title: Secretary
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DREXEL INDUSTRIES, INC.
By: /s/
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Title: Secretary
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XXXXX CREDIT CORPORATION
By: /s/
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Title: Senior Vice President
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