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EXHIBIT 10.13
THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED
GENERAL OPERATING AGREEMENT
THIS THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED GENERAL OPERATING
AGREEMENT, is made effective the first day of August, 1994 by and between Xxxxx
Material Handling Company ("Xxxxx") and Xxxxx Credit Corporation ("Credit").
STATEMENT OF PURPOSE
Xxxxx and Credit are parties to the Second Amended and Restated General
Operating Agreement dated November 29, 1990 as amended by that First Amendment
to the Second Amended and Restated General Operating Agreement dated October 30,
1992 and further amended by that certain Second Amendment to the Second Amended
and Restated General Operating Agreement dated April 15, 1994 (the "Operating
Agreement") which sets forth the terms and conditions applicable to the
financing by Credit of products manufactured or distributed by Xxxxx. The
purpose of this Third Amendment is to modify the operating Agreement by deleting
certain services required to be performed by Xxxxx and the corresponding fees to
be paid by Credit, as well as modifying certain volume fees payable by Credit.
NOW, THEREFORE, in consideration of the mutual promises contained herein, Xxxxx
and Credit hereby agree that the Operating Agreement is further amended as
follows:
1. Section 8 of the Operating Agreement captioned "Services of Xxxxx"
and consisting of Sections 8.1, 8.2 and 8.3, is hereby deleted in its
entirety and replaced with the following:
(8) Volume Fees. In consideration of the financing business
which may be generated by Credit as a result of this
Agreement, Credit shall pay to Xxxxx on the fifteenth day of
each month an amount equal to .25% on the previous month's
combined net volume of: (i) Rental Financing (excluding any
such financing which relates to or comes under that certain
Agreement dated 23 January 1987 between CRS and Xxxxx, as
successor-in-interest to Xxxxx Equipment Company), and (ii)
Retail Financing (the total of (i) - (ii) being hereafter
referred to as "Finance Volume"). This .25% service fee
percentage shall be applicable for the initial $100 million of
Finance Volume during any calendar year. The fee percentage
shall be increased to .30% for the Finance Volume in excess of
$100 million during any calendar year.
2. Except as herein specifically amended, the terms and conditions of
the Operating Agreement as amended shall remain unchanged and shall
continue in full force and effect.
IN WITNESS WHEREOF, Xxxxx and Credit have executed this Third Amendment as of
the date first set forth above.
XXXXX MATERIAL HANDLING COMPANY XXXXX CREDIT CORPORATION
("Xxxxx") ("Credit")
By By /s/
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Title Title President
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