Exhibit 10.5
AMENDMENT AGREEMENT
TO
MANAGEMENT AGREEMENT
This Amendment Agreement, dated October 19, 2000, by and among
Heartland Partners, L.P., a Delaware limited partnership ("Heartland"), CMC
Heartland Partners, a Delaware general partnership (the "Operating
Partnership"), and Heartland Technology, Inc., a Delaware corporation (as
successor in interest to Chicago Milwaukee Corporation under the Management
Agreement hereinafter defined) (the "Manager").
WHEREAS, Heartland, the Operating Partnership and the Manager are
parties to a Management Agreement dated as of June 27, 1990 (the "Management
Agreement") and desire to extend the term thereof, effective as of June 26,
2000.
NOW THEREFORE, the parties hereto agree as follows:
1. Section 7(a) of the Management Agreement hereby is amended,
effective as of June 26, 2000, to read as follows:
(a) The term of this Agreement shall continue until June 27,
2005.
2. The Management Agreement, as amended by Section 1 hereof,
shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Amendment Agreement.
HEARTLAND PARTNERS, L.P.
By: HTI Interests, LLC
as General Managing Partner
By:______________________________
Name:____________________________
Title:___________________________
CMC HEARTLAND PARTNERS
By: Heartland Technology, Inc.
as General Managing Partner
By:______________________________
Name:____________________________
Title:___________________________
HEARTLAND TECHNOLOGY, INC.
By:______________________________
Name:____________________________
Title:___________________________