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EXHIBIT 10.14
ASSIGNMENT OF SECOND AMENDED AND
RESTATED GENERAL OPERATING AGREEMENT
THIS AGREEMENT is made this 22nd day of March, 1995 by and between Xxxxx
Material Handling Company ("CMHC"), a Kentucky corporation, with offices in
Lexington, Kentucky, Xxxxx Credit Corporation ("CCC") f/k/a Chase Manhattan
Leasing Company (Michigan), Inc., a Michigan corporation, with offices in
Xxxxxxxx, Michigan, and Associates Commercial Corporation ("ACC"), a Delaware
corporation, with offices in Dallas, Texas.
STATEMENT OF PURPOSE
CCC is a party to that certain Second Amended And Restated General Operating
Agreement (the "Operating Agreement") dated 29 November 1990 with Xxxxx
Equipment Company ("Xxxxx"). On or about 31 March 1992, Xxxxx transferred
substantially all of the assets of its Material Handling business unit to CMHC,
including its interests in the Operating Agreement pursuant to the terms and
conditions of the Operating Agreement. CCC anticipates merging into, or
transferring its assets and liabilities to, ACC on or about 31 March 1995. The
actual date of such merger or transfer shall hereinafter be referred to as the
"Date of Merger". The parties hereto intend by this Agreement to document the
Assignment of the Operating Agreement by CCC to ACC effective on the Date of
Merger.
NOW, THEREFORE, in consideration of the mutual promises contained herein, CMHC,
CCC, and ACC hereby agree as follows:
(1) Effective on the Date of Merger, CCC assigns all of its right,
title and interests in and to the Operating Agreement to ACC and ACC
agrees to assume all of the rights and obligations of CCC under the
Operating Agreement.
(2) Except as herein specifically set forth, the terms and conditions
of the Operating Agreement shall remain unchanged and shall continue in
full force and effect.
IN WITNESS WHEREOF, CMHC, CCC, and ACC, by their authorized representatives,
have executed this Agreement as of the date first set forth above.
XXXXX MATERIAL HANDLING COMPANY
("CMHC")
By: /s/
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Title: V.P. Finance
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XXXXX CREDIT CORPORATION
("CCC")
By: /s/
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Title: Senior Vice President
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ASSOCIATES COMMERCIAL CORPORATION
("ACC")
By: /s/
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Title: Senior Vice President
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