1
THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS AMENDMENT, UNDERSTAND IT, AND
AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE PARTIES AGREE THAT
THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES
RELATING TO THIS SUBJECT SHALL CONSIST OF 1) THE AMENDMENTS, 2) THE SUPPLEMENT
#3, 3) THE SCHEDULES, AND 4) THE MARCH 2, 1992 AGREEMENT. THIS STATEMENT OF THE
AMENDMENT SUPERSEDES ALL PROPOSALS OR OTHER PRIOR AGREEMENTS, ORAL OR WRITTEN,
AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THIS SUBJECT MATTER
DESCRIBED IN THIS AMENDMENT.
Accepted by: Accepted By
INTEGRATED SYSTEMS SOLUTIONS CORPORATION XXXXX MATERIAL HANDLING COMPANY
By /s/ Xxxxx X. Xxxxxxxxxx By /s/ Xxxxxx X. XxXxxxxxxx
-------------------------- -----------------------------
Authorized Signature Authorized Signature
Xxxxx X. Xxxxxxxxxx 5/11/93 Xxxxxx X. XxXxxxxxxx 5/11/93
----------------------------- ------------------------------
Name (Type or Print) Date Name (Type or Print) Date
Project Executive Dir., Info Systems
May 10, 1993
ISSC/Xxxxx Confidential Amendment #3 Page 1 of 2
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[LOGO]
ISSC / XXXXX MATERIAL HANDLING COMPANY
AMENDMENT TO AGREEMENT FOR SYSTEMS OPERATIONS SERVICES [Graphic]
--------------------------------------------------------------------------------
Xxxxx Material Handling Company, having its principal place of business at 000
Xxxx Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 ("Xxxxx") and Integrated Systems
Solutions Corporation, a Delaware corporation, having its headquarters at 000
Xxxxx Xxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000 ("ISSC"), agree that the following
terms and conditions amend and/or supplement the Agreement for Systems
Operations Services, dated March 2, 1992, between Xxxxx and ISSC (the
"Amendment"). ISSC acknowledges that the Agreement was assigned by Xxxxx
Equipment Company to Xxxxx Material Handling Company. This Amendment corrects,
clarifies or changes those sections of the Agreement as indicated below. Unless
modified herein, all other terms defined in the Agreement, Amendments, and
Schedules shall have the same meaning when used in this Amendment. All terms and
conditions of the Agreement and its subsequent Amendments not otherwise
specifically amended or supplemented herein remain unchanged and in full force
and effect.
The Term of this Amendment will begin as of the date it is executed by both
Parties and will run concurrently with the Agreement. Termination provisions of
the Agreement apply to this Amendment.
TABLE OF CONTENTS
SECTION TITLE PAGE
2 Definitions, Documents and Term 1
2.1 Definitions 1
2.2 Services Environments 1
2.3 Associated Contract Documents 1
2.5 Term 2
2.6 Renewal and Expiration 2
3 Transition 2
3.7 Data Lines and Connections 2
3.9 Staff 2
4 ISSC Responsibilities 2
4.9 Operations, Support and Maintenance 2
4.13 Help Desk 2
5 Xxxxx Responsibilities 3
5.5 Other Responsibilities 3
6 Charges and Expenses 3
6.2 Resource Charges and Credits 3
6.3 Excluded Resources 3
6.4 Cost of Living Adjustment 3
6.8 Extraordinary RU Decrease 3
6.10 Alternative Technology 3
7 Invoicing and Payment 4
7.2 ARC, RRC and COLA Invoices 4
10 Termination 4
10.1 Termination Upon Acquisition 4
12 Warranty 4
12.6 Claims 4
17 General 4
2. DEFINITIONS, DOCUMENTS AND TERM
2.1 DEFINITIONS
Replace Section 2.1(h) with the following;
h) "End User Machines" means all workstations, terminals, printers, LAN
servers and associated peripheral equipment used by End Users and
located at End User Locations.
Add the following as Section 2.1(u):
u) "Amendment Date" means April 1, 1993.
2.2 SERVICES ENVIRONMENTS
Replace Section 2.2(c) and Section 2.2(d) with the following:
c) The "Data Network" consists or all machines, associated attachments,
features and accessories, Software, data lines and cabling used to
connect and transmit data for the Data Center and Xxxxx End User
Locations to which Xxxxx is connected as of the Commencement Date,
including, but not limited to, communication controllers, multiplexors,
lines, modems/DSUs and other network components, but does not include
PBXs and any devices used exclusively for Voice Communications or End
User Machines.
d) The "End User Locations" consist of those locations in which End Users,
End User Machines, equipment and associated software are located, which
locations are facilities or floors in facilities outside the Data
Center.
2.3 ASSOCIATED CONTRACT DOCUMENTS
Replace Section 2.3 with the following:
a) A Supplement #2 ("Supplement") containing the Charges, Term, and other
necessary information is a part of this Agreement. Supplement #2
amends, replaces and restates in its entirety all previous Supplements.
All references to the Supplement contained in the Agreement and any
preceding Amendments shall be deemed to refer to Supplement #2.
b) Schedules A through Q are also part of this Agreement, and will be
updated by mutual written agreement of the Parties as necessary
April 27, 1993
ISSC/Xxxxx Confidential Amendment #2 Page 1 of 5
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or appropriate during the Term of this Agreement.
NOTE:
Pursuant to this Amendment, copies of Supplement #2, Revision #1 of the Table of
Schedules, Revision #2 of Schedule E, Revision #1 of Schedules I, J and M, and
new Schedules P and Q are attached hereto.
2.5 TERM
Replace Section 2.5 with the following:
The Term of this Amendment will begin as of 12:01 am on April 1, 1993 and will
end as of 12:00 midnight on March 31, 2003, unless earlier terminated or
extended in accordance with this Agreement (the "Term"). This Amendment extends
the Term of the Agreement by five years, nine months and one week.
NOTE:
The above is reflected in Supplement #2.
2.6 RENEWAL AND EXPIRATION
Replace Section 2.6(a) with the following:
a) Extending the Term of the Agreement for an additional five years at the
charges, terms, conditions and Resource Baselines in effect for Xxxxx
in the tenth year of this Agreement; or
3. TRANSITION
3.7 DATA LINES AND CONNECTIONS
Add the following as paragraph five to Section 3.7:
ISSC will assume all financial, including all cash and expense connected
thereof, and administrative responsibility for relocating the Data Network
communication lines from 000 Xxxx Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx (the "Xxxxx
Facility") to the Data Center, such relocation to be completed by no later than
March 31,1994. In the interim, ISSC will manage the Data Network remotely. Xxxxx
will designate a person who, during normal business hours, will monitor the Data
Network equipment located at the Xxxxx Facility on a regular and as needed basis
and provide to ISSC the input reasonably required for problem analysis and
problem determination in the event of Data Network component failure. ISSC will
monitor such equipment during off-shift hours and Xxxxx will provide ISSC with
access to the Xxxxx Facility, as reasonably required.
3.9 STAFF
Add the following as Section 3.9:
a) By no later than 30 days after the execution of this Amendment, ISSC or
its subcontractors will consider those Xxxxx employees listed on
Schedule P (the "Affected Employees") for employment with ISSC or its
subcontractors. ISSC or its subcontractors will be solely responsible
for making any hiring decisions regarding the Affected Employees.
b) ISSC or its subcontractors will hire those Affected Employees receiving
offers who:
1) are employed by Xxxxx as of the date the offer is made;
2) meet ISSC's or its subcontractors' customary preemployment
screening procedures for health, drug and background
criteria; and
3) accept the offer of employment from ISSC or its subcontractors
within ten days from the date the offer is made.
c) Any Affected Employee remaining on Xxxxx'x payroll shall perform their
duties under the direction and control of Xxxxx and will be treated as
a Xxxxx employee for all purposes;
d) Each offer of employment to an Affected Employee shall include:
1) an initial base salary not less than the base salary each such
Affected Employee currently receives from Xxxxx;
2) the benefits package available to similarly situated ISSC or
subcontractor employees; and
3) a minimum employment period of one year.
4. ISSC RESPONSIBILITIES
4.9 OPERATIONS, SUPPORT AND MAINTENANCE
Add the following as Sections 4.9 (k), (I), (m), (n), (o), (p) and (q):
k) manage the Data Network, including the WAN Network, the LAN Network and
the 3270 Terminal Network, as set forth in Schedule I, and provide
problem diagnosis and coordination of vendor services to ensure problem
resolution;
l) annually review Xxxxx'x Data Network facilities and services and
recommend appropriate changes for keeping the Data Network at a current
level of technology;
m) provide advice related to the implementation of new Data Network
components;
n) manage connectivity for new installations, including the Dealer
Network, of session establishment between an End User and a Xxxxx
approved application;
o) provide, on an annual basis, a mutually agreed upon listing of
additional ISSC services available to Xxxxx, including the price of
each individual service;
p) perform Envoy administrative functions, including, but not limited to,
the following:
1) initiating new Envoy mailboxes to include phone assistance,
through the help desk, to aid new Envoy users during initial
start-up;
2) updating Envoy directories;
3) managing and performing the weekly Envoy user's directory
exchange; and
4) providing data, by the tenth business day of each month, to
support Xxxxx'x Envoy billing functions and assist Xxxxx with
Envoy users' inquiries to the extent that such inquiries
pertain to the billing data provided by ISSC.
April 27, 1993
ISSC/Xxxxx Confidential Amendment #2 Page 2 of 5
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q) update the soft copy of the Envoy User's Guide, as appropriate, and
deliver one revised hard copy annually to a designated Xxxxx employee
for distribution to Xxxxx'x dealers;
r) provide formal training classes for Envoy users, upon Xxxxx'x request
and at an additional price to be determined by ISSC at the time of such
request; and
s) manage the Data Network by:
1) providing alert monitoring, trouble analysis (first and second
level) and problem resolution;
2) actively monitoring Data Network components;
3) placing service calls to vendors to perform corrective
maintenance; and
4) managing problems to resolution including escalating all
problems that impact Xxxxx'x business operations in accordance
with established procedures as defined in the Procedures
Manual;
collectively, the above constitutes the "Network Control Center."
4.13 HELP DESK
Replace Section 4.13 with the following:
ISSC will provide initial, single point-of-contact support to End Users,
including Xxxxx'x dealers and other authorized agents, to assist them with
problem determination, how-to questions, systems and Data Network status,
problem recording and reporting, problem resolution, and changes which may
affect them. Help desk support is more fully described in Schedule M.
ISSC shall provide Xxxxx on-line access to Xxxxx'x problem management records
("PMRs") and such file shall be updated daily.
5. XXXXX RESPONSIBILITIES
5.5 OTHER RESPONSIBILITIES
Replace Sections 5.5(p) and 5.5(r) with the following:
p) maintain responsibility for voice communications;
r) provide ISSC with reasonable prior notice regarding any planned changes
by Xxxxx to the Data Network or Envoy billing;
s) provide a Procedures Manual update detailing the functions necessary
for ISSC to perform and support Envoy; and
t) provide formal training classes for Envoy users.
6. CHARGES AND EXPENSES
6.2 RESOURCE CHARGES AND CREDITS
Replace Section 6.2 with the following:
During the month following the Amendment Date, ISSC will review the quantity of
Resource Units utilized by Xxxxx and calculate Additional Resource Charges
(ARCs) and/or Reduced Resource Credits (RRCs), as applicable, per Section 1.3
of Revision #1 of Schedule J.
Commencing on or about January 1, 1994 and semi-annually thereafter, ISSC will
review the quantity of Resource Units utilized by Xxxxx during the preceding
period and calculate Additional Resource Charges (ARCs) and/or Reduced Resource
Credits (RRCs).
The Resource Unit categories, Resource Baselines, ARC Rates and RRC Rates are
described in Revision #1 of Schedule J and specified in the Supplement.
6.3 EXCLUDED RESOURCES
Replace Section 6.3 with the following:
In determining the amount of Resource Units used to provide the Services, ISSC
shall exclude:
a) resources used for Systems overhead as determined by the resource
measurement methodology specified in Schedule J;
b) resources used by ISSC to monitor or measure the amount of resources
used;
c) resources used by ISSC to perform ISSC billing functions;
d) resources used to perform reruns resulting from the fault of ISSC;
e) resources used by ISSC to manage and tune Systems Software;
f) resources used by ISSC to upgrade, test or alter Systems Software;
g) resources used to monitor and manage the Data Network; and
h) such other exclusions as detailed in Schedule J.
6.4 COST OF LIVING ADJUSTMENT
Replace Section 6.4 with the following:
The Annual Services Charge and the ARC Rates include protection against
inflation at a rate of up to and including 3.0 percent per year compounded
annually starting with the CPI-U for December 1992 as the base year ("Protection
Index"). Xxxxx agrees to pay ISSC a Cost of Living Adjustment ("COLA") beginning
12 months after the Amendment Date if actual cumulative inflation exceeds the
Protection Index.
The Parties agree to use the Consumer Price Index, as published by the Bureau of
Labor Statistics, U.S. Department of Labor, For All Urban Consumers, U.S. City
Average, All Items, 1982-84=100 ("CPI-U") for purposes of calculating actual
inflation.
The COLA will be calculated using the COLA factor specified below. The COLA is
payable on a prospective basis, i.e., the Annual Services Charge and net
ARCs/RRCs payable by Xxxxx for the subsequent calendar year will be surcharged
by the factor as determined below, if such factor is in excess of zero. The COLA
factor will be determined as soon as practicable after the end of each calendar
year. The COLA factor is:
((ACTUAL INFLATION - PROTECTED INFLATION) + BASE YEAR) X .50
where:
April 27, 1993
ISSC/Xxxxx Confidential Amendment #2 Page 3 of 5
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Actual Inflation = CPI-U for the December proceeding the year for which
COLA is being calculated,
Protected Inflation = the Protection Index for the year preceding the year
for which COLA is being calculated (specified on the
Supplement), and
Base Year = CPI-U for December of the year previous to the
Amendment Date
In the event the Bureau of Labor Statistics stops publishing the CPI-U or
substantially changes its content and format, the Parties will substitute
another comparable index published at least annually by a mutually agreeable
source. If the Bureau of Labor Statistics merely redefines the base year for the
CPI-U from 1982-84 to another year. the Parties will continue to use the CPI-U,
but will convert the Protection Index to the new base year by using an
appropriate conversion formula.
6.8 EXTRAORDINARY RU DECREASE
Replace Section 6.8 with the following:
In the event Xxxxx experiences a long term reduction (minimum of three months
with such reduction anticipated to continue through the foreseeable future) in
the amount of CPU resources used to process the work of Xxxxx and its Affiliates
and
a) the reduced CPU usage is not a result of assigning Services provided
under this Agreement to another outsourcing vendor, and
b) such reduction is not less than 35 percent of the CPU Original Baseline
then:
1) the amount of the Annual Services Charge payable to ISSC
pursuant to this Section will thereupon be towered by the
amount by which ISSC's actual and direct expenses for
performing hereunder are decreased as a result of such change;
and
2) the applicable Resource Baselines and ARC/RRC Rates will be
equitably adjusted to reflect the reduced resource utilization
at that time.
The reduction of the Annual Services Charge, Resource Baselines and ARC/RRC
Rates, if any, will be retroactive to the beginning of the three month period
referenced above.
6.10 ALTERNATIVE TECHNOLOGY
Add the following as Section 6.10:
In the event that anytime during the Term of this Agreement and any renewal
periods Xxxxx elects to migrate a significant portion (10% or more of the
Original Baseline quantity for CPU minutes) of the host based applications and
processing provided under this Agreement to an alternative technology (e.g.,
client server) and ISSC is selected as the supplier of such alternative
technology solution, then, ISSC will reprice the Services, upon Xxxxx'x
notification that the migration is complete, at the reduced resource usage
levels using the then current pricing methodology or the pricing methodology
used to price the resources being delivered under this Amendment #2, whichever
is most beneficial to Xxxxx.
Xxxxx may provide up to a maximum of 15% of the resources required to implement
the new solution subject to the following exclusions:
a) Xxxxx may use any Xxxxx or Xxxxx Affiliate resource(s) (software,
hardware or personnel) that is owned, leased, licensed or on Xxxxx'x
payroll as of the Amendment date and the value of such resource(s) will
not be counted toward the 15% limitation referenced above;
b) Xxxxx may use any Xxxxx or Xxxxx Affiliate resource(s) (software,
hardware or personnel) that is owned, leased, licensed or on Xxxxx'x
payroll more than 24 months prior to selecting ISSC as the solutions
provider and the value of such resource(s) will not be counted toward
the 15% limitation referenced above; and
c) Software function(s) owned or licensed by Xxxxx or Xxxxx Affiliate and
existing as of the Amendment Date or more than 24 months prior to
selecting ISSC as the solutions provider which can be migrated from the
host environment to the Alternative Technology platform may be included
in the solution and the value of such software function(s) will not be
counted toward the 15% limitation referenced above.
Should Xxxxx decide to provide the services internally or select
another vendor to provide the services, then the credit for reduction
in resources would be subject to other applicable provisions of the
Agreement.
7. INVOICING AND PAYMENT
7.2 ARC, RRC AND COLA INVOICES
Replace Section 7.2 with the following:
In the first month following the Amendment Date and each January and July
thereafter. ISSC will invoice Xxxxx for ARCs or RRCs, if any, pursuant to
Section 1.3 of Revision #1 of Schedule J. ISSC will invoice Xxxxx for COLA
starting on the first anniversary of the Amendment Date and monthly thereafter
in accordance with Section 6.4.
10. TERMINATION
10.1 TERMINATION UPON ACQUISITION
Replace Section 10.1 with the following:
If substantially all of the business or assets of Xxxxx Material Handling
Company is sold to, acquired by or merged into another entity or person and the
acquiring or other entity or person elects not to adopt or continue this
Agreement, Xxxxx, the acquiring or other entity or person, may terminate this
Agreement within one year following such acquisition if
a) the merger, acquisition or sale is completed, and
b) there has been a minimum of one year's written notification, prior to
the effective date of termination, to ISSC and
April 27, 1993
ISSC/Xxxxx Confidential Amendment #2 Page 4 of 5
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c) Xxxxx pays the termination charges to ISSC specified under Termination
Upon Acquisition in the Supplement.
Any termination charge will be prorated for the month of termination.
12. WARRANTY
12.6 CLAIMS
Add the following as Section 12.6:
Xxxxx warrants it has no knowledge and that it has not received notice of any
actual or threatened claim or action by, on behalf of or related to, any of the
Affected Employees, including, but not limited to, claims arising under the
Occupational Safety and Health Administration, Equal Employment Opportunity
Commission, National Labor Relations Board or Fair Labor Standards Act, or other
applicable federal, state or local laws or regulations, except as such claims or
actions are identified in Schedule Q.
17. GENERAL
The following is in addition to Section 17 of the Agreement:
In the event of any inconsistency in the terms of the Agreement and the terms of
this Amendment, the terms of this Amendment shall apply. As amended herein, the
Agreement, the Supplement #2 and all Schedules remain in full force and effect.
THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS AMENDMENT, UNDERSTAND IT, AND
AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. FURThER, ThE PARTIES AGREE THAT
THE COMPLETE AND EXCLUSIVE STATEMENT OF ThE AGREEMENT BETWEEN ThE PARTIES
RELATING TO THIS SUBJECT SHALL CONSIST OF 1) ThE AMENDMENTS, 2) ThE SUPPLEMENT
#2, 3) ThE SCHEDULES, AND 4) THE MARCH 2, 1992 AGREEMENT. ThIS STATEMENT OF ThE
AMENDMENT SUPERSEDES ALL PROPOSALS OR OTHER PRIOR AGREEMENTS, ORAL OR WRITTEN,
AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO ThIS SUBJECT MATTER
DESCRIBED IN THIS AMENDMENT.
Accepted by: Accepted By
INTEGRATED SYSTEMS SOLUTIONS CORPORATION XXXXX MATERIAL HANDLING COMPANY
By /s/ Xxxxx X. Xxxxxxxxxx By /s/ Xxxxx X. Xxxxxxx XXX
-------------------------- -----------------------------
Authorized Signature Authorized Signature
Xxxxx X. Xxxxxxxxxx 5/3/93 Xxxxx X. Xxxxxxx III 4/30/93
----------------------------- ------------------------------
Name (Type or Print) Date Name (Type or Print) Date
Project Executive
April 27, 1993
ISSC/Xxxxx Confidential Amendment #2 Page 5 of 5
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[LOGO]
ISSC / XXXXX MATERIAL HANDLING COMPANY
AMENDMENT TO AGREEMENT FOR SYSTEMS OPERATIONS SERVICES [Graphic]
Xxxxx Material Handling Company. a business unit of Terex Corporation, a
corporation having a place of business at 000 Xxxx Xxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxx 00000 ("Xxxxx") and Integrated Systems Solutions Corporation, a wholly
owned IBM subsidiary, having its headquarters at 000 Xxxxx Xxxxxx Xxxx,
Xxxxxxxxx, Xxx Xxxx 00000 ("ISSC"), agree that the following terms and
conditions amend and/or supplement the Agreement for Systems Operations
Services, dated March 2, 1992, between Xxxxx and ISSC (the "Amendment"). This
Amendment changes the section(s) of the Agreement as indicated below. Unless
modified herein, all other terms defined in the Agreement, Amendments, and
Schedules shall have the same meaning when used in this Amendment. All terms and
conditions of the Agreement and its subsequent Amendments not otherwise
specifically amended or supplemented herein remain unchanged and in full force
and effect.
The Term of this Amendment will begin as of the date it is executed by both
Parties and will run concurrently with the Agreement. Termination provisions of
the Agreement apply to this Amendment. Termination of this Amendment may only be
effected through termination of the Agreement, as amended.
TABLE OF CONTENTS
SECTION TITLE PAGE
2 Definitions, Documents and Term 1
2.1 Definitions 1
2.5 Term 1
3 Transition 1
3.1 Overview 1
17 General 1
2. DEFINITIONS, DOCUMENTS AND TERM
2.1 DEFINITIONS
Section 2.1(i) is amended to read:
1) "Implementation Date" means June 22, 1992.
2.5 TERM
Section 2.5 is amended to read:
The Term of this Agreement will begin as of 12:01 a.m. on the Commencement Date
and will end as of 12:00 midnight on June 21, 1997 unless earlier terminated or
extended in accordance with this Agreement (the "Term").
NOTE:
The above is reflected in Revision #1 of the Supplement attached hereto.
3. TRANSITION
3.1 OVERVIEW
Paragraph one of Section 3.1 is amended to read:
There will be a transition period beginnIng on the Commencement Date and
continuing through no later than June 22, 1992 (the "Transition Period"). The
Transition Period may be extended with mutual agreement of the Parties. During
the Transition Period, the Parties will commence and complete a phased
transition of the Services from the Xxxxx Data Center to the Data Center.
17. GENERAL
The following is in addition to Section 17 of the Agreement:
In the event of any inconsistency between the terms of the Agreement, Its
Amendments and the terms of this Amendment. the terms of this Amendment shall
apply.
October 9, 1992
ISSC/Xxxxx Confidential Amendment #1 Page 1 of 2
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THE PARTIES ACKNOWLEDGE ThAT ThEY HAVE READ THIS AMENDMENT. UNDERSTAND IT, AND
AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE PARTIES AGREE ThAT
THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES
RELATING TO THIS SUBJECT SHALL CONSIST OF 1) ThE AMENDMENTS, 2) THE SUPPLEMENT,
3) THE SCHEDULES, AND 4) THE MARCH 2, 1992 AGREEMENT. THIS STATEMENT OF THE
AMENDMENT SUPERSEDES ALL PROPOSALS OR OTHER PRIOR AGREEMENTS, ORAL OR WRITTEN,
AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THIS SUBJECT MATTER
DESCRIBED IN THIS AMENDMENT.
Accepted by: Accepted by:
INTEGRATED SYSTEMS SOLUTIONS CORPORATION XXXXX MATERIAL HANDLING COMPANY
(a business unit of Terex Corporation)
By /s/ X.X. Xxxxxxxxxx By /s/ X. XxXxxxxxxx
--------------------------------- --------------------------------------
Authorized Signature Authorized Signature
X.X. Xxxxxxxxxx 12/14/92 X. XxXxxxxxxx 12/21/92
--------------------------------- --------------------------------------
Name(Type or Print) Date Name(Type or Print) Date
October 9, 1992
ISSC/Xxxxx Confidential Amendment #1 Page 2 of 2
