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EXHIBIT 10.23
SECOND AMENDMENT AGREEMENT
This SECOND AMENDMENT AGREEMENT is entered into as of the 30th day of September
1992, by and between XXXXX MATERIAL HANDLING COMPANY, a Kentucky corporation
with offices at Lexington, Kentucky, formerly known as Xxxxx Material Handling
Company, a business unit of Xxxxx Equipment Company ("Buyer") and HYDROLECTRIC
LIFT TRUCKS, INC., a subsidiary of The Xxxxx X. Xxxxxx Co., an Ohio corporation
with offices at Wilmington, Ohio ("Seller"), and is a part of that certain
Agreement between Buyer and Seller effective as of January 1, 1988 covering the
purchase and sale of products ("Agreement") and Amendment Agreement between
Buyer and Seller entered into the 2nd day of March, 1992 amending the Agreement
("Amendment Agreement"), which Agreement and Amendment Agreement are hereby
incorporated by reference as if set forth in full.
For and in consideration of the mutual promises hereinafter set forth, the
parties do hereby mutually agree as follows:
1. Paragraph 8 of the Amendment Agreement is amended by deleting "42,800
units" from the third to the last line of paragraph 8 and replacing it with
"59,400 units."
2. Paragraph 9 of the Amendment Agreement is amended by deleting "42,800
units" from the fourth and seventh lines at the top of page 3 and replacing
them with "59,400 units."
3. The following new Subsection to Section 14 is added to the Agreement:
"14.6 Seller shall purchase and install, no later than December 31, 1992,
at its sole expense, the following tooling to support Buyer's fork
bar project:
Horizontal Machine Center $830,000 Total
Investment Cost
Buyer's sole responsibility, liability and obligation in connection
with this investment by Seller is to increase the number of units
from which Buyer's liability for payment of Seller's undepreciated
cost of capital equipment will be determined in the case of a
termination of this Agreement by Buyer for reasons other than the
breach by Seller of its obligations under the Agreement pursuant to
Section 21.1. Provided this new investment is completed and installed
by Seller, the number of units will be increased from 42,800 to
59,400. If for any reason this new investment is not completed, the
number of units will remain 42,800 and Paragraph 8 of this Second
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Amendment Agreement shall be automatically modified accordingly."
4. All references in the Agreement and Amendment Agreement to Xxxxx Material
Handling Company, a business unit of Xxxxx Equipment Company, are hereby
changed to Xxxxx Material Handling Company, a Kentucky corporation.
5. Unless defined in this Second Amendment Agreement, capitalized terms shall
have the same meaning afforded to them in the Amendment Agreement and
Agreement.
6. Except as herein specifically amended, the terms and conditions of the
Amendment Agreement and the Agreement shall remain unchanged and in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
representative to execute this Second Amendment Agreement as of the date first
set forth above.
BUYER: SELLER:
XXXXX MATERIAL HANDLING COMPANY HYDROLECTRIC LIFT TRUCKS, INC.
By: By:
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Title: President Title: Vice President-General Manager
Acknowledged and Agreed to:
THE XXXXX X. XXXXXX CO.
By:
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Title: Vice President
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[XXXXX LOGO]
ADDENDUM
NAME CHANGE OF A PARTY TO THE AGREEMENT
The party to this Agreement identified as XXXXX MATERIAL SYSTEMS
TECHNOLOGY COMPANY (CMST) is by change of name now known as XXXXX MATERIAL
HANDLING COMPANY (CMH). All corresponding references in the Agreement are hereby
changed effective with the date of the Agreement.
