GUARANTEE
May 9, 1995
Foothill Capital Corporation
as agent for itself and
Congress Financial Corporation
00000 Xxxxx Xxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Re: Koehring Cranes, Inc. ("Borrower")
Gentlemen:
Congress Financial Corporation and Foothill Capital Corporation, in its
individual capacity (individually and collectively, "Lenders"), Foothill
Capital Corporation, as agent for Lenders (in such capacity, "Lenders' Agent"),
and Borrower have entered into certain financing arrangements pursuant to which
Lender may make loans and advances and provide other financial accommodations
to Borrower as set forth in the Loan and Security Agreement, dated as of May 9,
1995, by and among Borrower, certain subsidiaries of Borrower, Lenders and
Lenders, Agent (as the same now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced, the "Loan Agreement"),
and other agreements, documents and instruments referred to therein or at any
time executed and/or delivered in connection therewith or related thereto,
including, but not limited to, this Guarantee (all of the foregoing, together
with the Loan Agreement, as the same now exist or may hereafter be amended,
modified, supplemented, extended, renewed, restated or replaced, being
collectively referred to herein as the "Financing Agreements").
Due to the close business and financial relationships between Borrower and
each and all of the undersigned (individually and collectively, "Guarantors"),
in consideration of the benefits which will accrue to Guarantors and as an
inducement for and in consideration of Lenders' Agent and Lenders making loans
and advances and providing other financial accommodations to Borrower pursuant
to the Loan Agreement and the other Financing Agreements, each of Guarantors
hereby jointly and severally agrees in favor of each of Lenders' Agent and
Lenders as follows:
1. Guarantee.
(a) Each of Guarantors absolutely and unconditionally, jointly and
severally, guarantees and agrees to be liable for the full and indefeasible
payment and performance when due of the following (all of which are
collectively referred to herein as the "Guaranteed Obligations"): (i) all
obligations, liabilities and indebtedness of any kind, nature and description
of Borrower to each of Lenders' Agent, Lenders and/or their respective
affiliates, including principal, interest, charges, fees, costs and expenses,
however evidenced, whether as principal, surety, endorser, guarantor or
otherwise, whether arising under the Loan Agreement, or any other Financing
Agreements, whether now existing or hereafter arising, whether arising before,
during or after the initial or any renewal term of the Loan Agreement or after
the commencement of any case with respect to Borrower under the United States
Bankruptcy Code or any similar statute (including, without limitation, the
payment of interest and other amounts, which would accrue and become due but
for the commencement of such case and including loans, interest, fees, charges
and expenses related thereto and all other obligations under the Financing
Agreements of Borrower or its successors to each of Lenders' Agent and Lenders
arising after the commencement of such case), whether direct or indirect,
absolute or contingent, joint or several, due or not due, primary or secondary,
liquidated or unliquidated, secured or unsecured and (ii) all expenses
(including, without limitation, reasonable attorneys' fees and legal expenses)
incurred by each of Lenders' Agent and Lenders in connection with the
preparation, execution, delivery, recording, administration, collection,
liquidation, enforcement and defense of Borrower's obligations, liabilities and
indebtedness as aforesaid to each of Lenders' Agent and Lenders' the rights of
Lenders' Agent or Lenders in any collateral or under this Guarantee and all
other Financing Agreements or in any way involving claims by or against
Lenders' Agent or Lenders directly or indirectly arising out of or related to
the relationships between Borrower, any of Guarantors or any other Obligor (as
hereinafter defined) and Lenders' Agent or Lenders under the Financing
Agreements, whether such expenses are incurred before, during or after the
initial or any renewal term of the Loan Agreement and the other Financing
Agreements or after the commencement of any case with respect to Borrower or
any of Guarantors under the United States Bankruptcy Code or any similar
statute.
(b) This Guarantee is a guaranty of payment and not of collection.
Each of Guarantors agrees that Lenders' Agent need not attempt to collect any
Guaranteed Obligations from Borrower, any one of Guarantors or any other
Obligor or to realize upon any collateral, but, in the event that any of the
Guaranteed Obligations shall not be paid in full when the same becomes due and
payable whether by maturity, acceleration or otherwise, or at any time
thereafter, may require any one of Guarantors to make immediate payment of such
Guaranteed Obligations to Lenders' Agent or Lenders. Lenders' Agent and each
of Lenders may apply any amounts received in respect of the Guaranteed
Obligations to any of the Guaranteed Obligations, in whole or in part
(including reasonable attorneys' fees and legal expenses incurred by each of
Lenders' Agent or Lenders with respect thereto or otherwise chargeable to
Borrower or Guarantors) and in such order as Lenders' Agent or Lenders may
elect.
(c) Payment by Guarantors shall be made to Lenders' Agent at the
office of Lenders' Agent from time to time on demand as Guaranteed Obligations
become due. Guarantors shall make all payments to Lenders' Agent and Lenders on
the Guaranteed obligations free and clear of, and without deduction or
withholding for or on account of, any setoff, counterclaim, defense, duties,
taxes, levies, imposts, fees, deductions, withholding, restrictions or
conditions of any kind. One or more successive or concurrent actions may be
brought hereon against any of Guarantors either in the same action in which
Borrower or any of the other Guarantors or any other Obligor is sued or in
separate actions. In the event any claim or action, or action on any judgment,
based on this Guarantee is brought against any of Guarantors, each of
Guarantors agrees not to deduct, set off, or seek any counterclaim for or
recoup any amounts which are or may be owed by Lenders' Agent or Lenders to any
of Guarantors.
2. Waivers and Consents.
(a) Notice of acceptance of this Guarantee, the making of loans and
advances and providing other financial accommodations to Borrower and
presentment, demand, protest, notice of protest, notice of nonpayment or
default and all other notices to which Borrower or any of Guarantors are
entitled are hereby waived by each of Guarantors. Each of Guarantors also
waives notice of and hereby consents to (i) any amendment, modification,
supplement, extension, renewal, or restatement of the Loan Agreement and any of
the other Financing Agreements, including, without limitation, extensions of
time of payment of or increase or decrease in the amount of any of the
Guaranteed Obligations or any collateral, and the guarantee made herein shall
apply to the Loan Agreement and the other Financing Agreements and the
Guaranteed Obligations as so amended, modified, supplemented, renewed, restated
or extended, increased or decreased, (ii) the taking, exchange, surrender and
releasing of collateral or guarantees now or at any time held by or available
to Lenders' Agent or either of Lenders for the obligations of Borrower or any
other party at any time liable on or in respect of the Guaranteed Obligations
or who is the owner of any property which is security for the Guaranteed
Obligations (individually, an "Obligor" and collectively, the "Obligors"),
including, without limitation, the surrender or release by Lenders' Agent of
any one of Guarantors hereunder, (iii) the exercise of, or refraining from the
exercise of any rights against Borrower, any of Guarantors or any other obligor
or any collateral, (iv) the settlement, compromise or release of, or the waiver
of any default with respect to, any of the Guaranteed Obligations and (v) any
financing by Lenders' Agent or Lenders of Borrower under Section 364 of the
United States Bankruptcy Code or consent to the use of cash collateral by
Lenders' Agent or Lenders under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy
Code. Each of Guarantors agrees that the amount of the Guaranteed Obligations
shall not be diminished and the liability of Guarantors hereunder shall not be
otherwise impaired or affected by any of the foregoing.
(b) No invalidity, irregularity or unenforceability of all or any
part of the Guaranteed Obligations shall affect, impair or be a defense to this
Guarantee, nor shall any other circumstance which might otherwise constitute a
defense available to or legal or equitable discharge of Borrower in respect of
any of the Guaranteed Obligations, or any one of Guarantors in respect of this
Guarantee, affect, impair or be a defense to this Guarantee. Without
limitation of the foregoing, the liability of Guarantors hereunder shall not be
discharged or impaired in any respect by reason of any failure by Lenders'
Agent or Lenders to perfect or continue perfection of any lien or security
interest in any collateral or any delay by Lenders' Agent or Lenders in
perfecting any such lien or security interest. As to interest, fees and
expenses, whether arising before or after the commencement of any case with
respect to Borrower under the United States Bankruptcy Code or any similar
statute, Guarantors shall be liable therefor, even if Borrower's liability for
such amounts does not, or ceases to, exist by operation of law.
(c) Until the Loan Agreement and all other Financing Agreements have
been terminated and all Obligations (as defined in the Loan Agreement) have
been indefeasibly paid and satisfied in full, each of Guarantors hereby
subordinates in favor of Lenders' Agent and Lenders and irrevocably and
unconditionally agrees that it shall not assert or enforce (i) statutory,
contractual, common law, equitable and all other claims against Borrower, any
collateral for the Guaranteed Obligations or other assets of Borrower or any
other Obligor, for subrogation, reimbursement, exoneration, contribution,
indemnification, setoff or other recourse in respect to sums paid or payable to
Lenders' Agent or Lenders by each of Guarantors hereunder and (ii) any and all
other benefits which Guarantors might otherwise directly or indirectly receive
or be entitled to receive by reason of any amounts paid by or collected or due
from Guarantors, Borrower or any other Obligor upon the Guaranteed Obligations
or realized from their property.
3. Subordination. Payment of all amounts now or hereafter owed to
Guarantors by Borrower or any other Obligor is hereby subordinated in right of
payment to the indefeasible payment in full to Lenders' Agent and Lenders of
the Guaranteed Obligations and all such amounts and any security and guarantees
therefor are hereby assigned to Lenders' Agent and Lenders as security for the
Guaranteed Obligations.
4. Acceleration. Notwithstanding anything to the contrary contained
herein or any of the terms of any of the other Financing Agreements, the
liability of Guarantors for the entire Guaranteed Obligations shall mature and
become immediately due and payable, even if the liability of Borrower or any
other Obligor therefor does not, upon the occurrence of any act, condition or
event which constitutes an Event of Default as such term is defined in the Loan
Agreement.
5. Account Stated. The books and records of Lenders' Agent showing the
account between Lenders' Agent and each of Lenders and Borrower shall be
admissible in evidence in any action or proceeding against or involving
Guarantors as prima facie proof of the items therein set forth, and the monthly
statements of Lenders' Agent rendered to Borrower, to the extent to which no
written objection is made within thirty (30) days from the date of sending
thereof to Borrower, shall be deemed conclusively correct and constitute an
account stated between Lenders' Agent and Borrower and be binding on
Guarantors, absent manifest errors or omissions.
6. Termination. This Guarantee is continuing, unlimited, absolute and
unconditional. All Guaranteed Obligations shall be conclusively presumed to
have been created in reliance on this Guarantee. Each of Guarantors shall
continue to be liable hereunder until receipt by Lenders' Agent of a written
termination notice from a Guarantor sent to Lenders' Agent at its address set
forth above by certified mail, return receipt requested and thereafter as set
forth below. Such notice received by Lenders' Agent from any one of Guarantors
shall not constitute a revocation or termination of this Guarantee as to any of
the other Guarantors. Revocation or termination hereof by any of Guarantors
shall not affect, in any manner, the rights of Lenders' Agent or each of
Lenders or any obligations or duties of any of Guarantors (including the
Guarantor which may have sent such notice) under this Guarantee with respect to
(a) Guaranteed Obligations which have been created, contracted, assumed or
incurred prior to the receipt by Lenders' Agent of such written notice of
revocation or termination as provided herein, including, without limitation,
(i) all amendments, extensions, renewals and modifications of such Guaranteed
Obligations (whether or not evidenced by new or additional agreements,
documents or instruments executed on or after such notice of revocation or
termination), (ii) all interest, fees and similar charges accruing or due on
and after revocation or termination, and (iii) all reasonable attorneys' fees
and legal expenses, costs and other expenses paid or incurred on or after such
notice of revocation or termination in attempting to collect or enforce any of
the Guaranteed Obligations against Borrower, Guarantors or any other Obligor
(whether or not suit be brought), or (b) Guaranteed Obligations which have been
created, contracted, assumed or incurred after the receipt by Lenders' Agent of
such written notice of revocation or termination as provided herein pursuant to
any contract entered into by Lenders' Agent or Lenders prior to receipt of such
notice. The sole effect of such revocation or termination by any of Guarantors
shall be to exclude from this Guarantee the liability of such Guarantor for
those Guaranteed Obligations arising after the date of receipt by Lenders'
Agent of such written notice which are unrelated to Guaranteed Obligations
arising or transactions entered into prior to such date. Without limiting the
foregoing, this Guarantee may not be terminated and shall continue so long as
the Loan Agreement shall be in effect (whether during its original term or any
renewal, substitution or extension thereof).
7. Reinstatement. If after receipt of any payment of, or proceeds of
collateral applied to the payment of, any of the Guaranteed Obligations,
Lenders' Agent or either of Lenders is required to surrender or return such
payment or proceeds to any Person for any reason, then the Guaranteed
Obligations intended to be satisfied by such payment or proceeds shall be
reinstated and continue and this Guarantee shall continue in full force and
effect as if such payment or proceeds had not been received by Lenders' Agent
or Lenders. Each of Guarantors shall be liable to pay to Lenders' Agent or
each Lender, and does indemnify and hold Lenders' Agent or Lenders harmless for
the amount of any payments or proceeds surrendered or returned. This Section 7
shall remain effective notwithstanding any contrary action which may be taken
by Lenders' Agent or Lenders in reliance upon such payment or proceeds. This
Section 7 shall survive the termination or revocation of this Guarantee.
8. Amendments and Waivers. Neither this Guarantee nor any provision
hereof shall be amended, modified, waived or discharged orally or by course of
conduct, but only by a written agreement signed by an authorized officer of
Lenders' Agent. Lenders' Agent and Lenders shall not, by any act, delay,
omission or otherwise be deemed to have expressly or impliedly waived any of
their rights, powers and/or remedies unless such waiver shall be in writing and
signed by an authorized officer of Lenders' Agent. Any such waiver shall be
enforceable only to the extent specifically set forth therein. A waiver by
Lenders' Agent or any Lender of any right, power and/or remedy on any one
occasion shall not be construed as a bar to or waiver of any such right, power
and/or remedy which Lenders' Agent or such Lender would otherwise have on any
future occasion, whether similar in kind or otherwise.
9. Corporate Existence, Power and Authority. Each of Guarantors is a
corporation duly organized and in good standing under the laws of its state or
other jurisdiction of incorporation and is duly qualified as a foreign
corporation and in good standing in all states or other jurisdictions where the
nature and extent of the business transacted by it or the ownership of assets
makes such qualification necessary, except for those jurisdictions in which the
failure to so qualify would not have a material adverse effect on the financial
condition, results of operation or businesses of any of Guarantors or the
rights of Lenders' Agent and Lenders hereunder or under any of the other
Financing Agreements. The execution, delivery and performance of this
Guarantee is within the corporate powers of each of Guarantors, have been duly
authorized by all necessary corporate and shareholder action and are not in
contravention of law or the terms of the certificates of incorporation,
by-laws, or other organizational documentation of each of Guarantors, or any
indenture, material agreement or material undertaking to which any of
Guarantors is a party or by which any of Guarantors or its property are bound.
This Guarantee constitutes the legal, valid and binding obligation of each of
Guarantors enforceable in accordance with its terms, subject to the effect on
enforceability of (a) any bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting enforcement of creditors' rights generally and (b) the
application of general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). Any one of
Guarantors signing this Guarantee shall be bound hereby whether or not any of
the other Guarantors or any other person signs this Guarantee at any time.
10. Governing Law; Choice of Forum; Service of Process; Jury Trial
Waiver.
(a) The validity, interpretation and enforcement of this Guarantee
and any dispute arising out of the relationship between any of Guarantors and
Lenders' Agent or Lenders, whether in contract, tort, equity or otherwise,
shall be governed by the internal laws of the State of New York (without giving
effect to principles of conflicts of law).
(b) Each of Guarantors hereby irrevocably consents and submits to
the non-exclusive jurisdiction of the Supreme Court of the State of New York
and the United States District Court for the Southern District of New York and
waives any objection based on venue or forum non conveniens with respect to any
action instituted therein arising under this Guarantee or any of the other
Financing Agreements or in any way connected with or related or incidental to
the dealings of any of Guarantors and Lenders' Agent and Lenders in respect of
this Guarantee or any of the other Financing Agreements or the transactions
related hereto or thereto, in each case whether now existing or hereafter
arising and whether in contract, tort, equity or otherwise, and agrees that any
dispute arising out of the relationship between any of Guarantors or Borrower
and Lenders' Agent or Lenders or the conduct of any such persons in connection
with this Guarantee, the other Financing Agreements or otherwise shall be heard
only in the courts described above (except that Lenders' Agent and each Lender
shall have the right to bring any action or proceeding against any of
Guarantors or its property in the courts of any other jurisdiction which
Lenders' Agent or such Lender deems necessary or appropriate in order to
realize on collateral at any time granted by Borrower or any of Guarantors to
Lenders' Agent and Lenders or to otherwise enforce its rights against any of
Guarantors or its property).
(c) Each of Guarantors hereby waives personal service of any and all
process upon it and consents that all such service of process may be made by
certified mail, return receipt requested, directed to its address set forth on
the signature pages hereof and service so made shall be deemed to be completed
five (5) days after the same shall have been so deposited in the U.S. mails,
or, at the option of Lenders' Agent, by service upon any of Guarantors in any
other manner provided under the rules of any such courts. Within thirty (30)
days after such service, any of Guarantors so served shall appear in answer to
such process, failing which such Guarantors shall be deemed in default and
judgment may be entered against Guarantors for the amount of the claim and
other relief requested.
(d) EACH OF GUARANTORS HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF
ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS GUARANTEE
OR ANY OF THE OTHER FINANCING AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF ANY OF GUARANTORS AND LENDERS' AGENT
OR EITHER OF LENDERS IN RESPECT OF THIS GUARANTEE OR ANY OF THE OTHER FINANCING
AGREEMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR
OTHERWISE. EACH OF GUARANTORS HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
JURY AND THAT ANY OF GUARANTORS OR LENDERS' AGENT OR EITHER OF LENDERS MAY FILE
AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF GUARANTORS AND LENDERS' AGENT AND SUCH LENDER TO THE
WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
(e) Neither Lenders' Agent nor either of Lenders shall have any
liability to Guarantors (whether in tort, contract, equity or otherwise) for
losses suffered by Guarantors in connection with, arising out of, or in any way
related to the transactions or relationships contemplated by this Guarantee, or
any act, omission or event occurring in connection herewith, unless it is
determined by a final and nonappealable judgment or court order binding on each
of Lenders and Lenders' Agent that the losses were the result of acts or
omissions constituting gross negligence, willful misconduct or bad faith. In
any such litigation, each of Lenders' Agent and Lenders shall be entitled to
the benefit of the rebuttable presumption that it acted in good faith and with
the exercise of ordinary care in the performance by it of the terms of the Loan
Agreement and the other Financing Agreements.
11. Notices. All notices, requests and demands hereunder shall be in
writing and (a) made to Lenders' Agent at its address set forth above and to
each of Guarantors at its chief executive office set forth below, or to such
other address as either party may designate by written notice to the other in
accordance with this provision, and (b) deemed to have been given or made: if
delivered in person, immediately upon delivery; if by telex, telegram or
facsimile transmission, immediately upon sending and upon confirmation of
receipt; if by nationally recognized overnight courier service with
instructions to deliver the next business day, one (1) business day after
sending; and if by certified mail, return receipt requested, five (5) days
after mailing.
12. Partial Invalidity. If any provision of this Guarantee is held to be
invalid or unenforceable, such invalidity or unenforceability shall not
invalidate this Guarantee as a whole, but this Guarantee shall be construed as
though it did not contain the particular provision held to be invalid or
unenforceable and the rights and obligations of the parties shall be construed
and enforced only to such extent as shall be permitted by applicable law.
13. Entire Agreement. This Guarantee represents the entire agreement and
understaffing of this parties concerning the subject matter hereof, and
supersedes all other prior agreements, understandings, negotiations and
discussions, representations, warranties, commitments, proposals, offers and
contracts concerning the subject matter hereof, whether oral or written.
14. Successors and Assigns. This Guarantee shall be binding upon
Guarantors and their respective successors and assigns and shall inure to the
benefit of each of Lenders and Lenders' Agent and their respective successors,
endorsees, transferees and assigns. The liquidation, dissolution or
termination of any of Guarantors shall not terminate this Guarantee as to such
entity or as to any of the other Guarantors.
15. Construction. All references to the term "Guarantors" wherever used
herein shall mean each and all of Guarantors and their respective successors
and assigns, individually and collectively, jointly and severally (including,
without limitation, any receiver, trustee or custodian for any of Guarantors or
any of their respective assets or any of Guarantors in its capacity as debtor
or debtor-in-possession under the United States Bankruptcy Code). All
references to the term "Lenders" and "Lenders' Agent" wherever used herein
shall mean each of Lenders, Lenders' Agent and their respective successors and
assigns and all references to the term "Borrower" wherever used herein shall
mean Borrower and its successors and assigns (including, without limitation,
any receiver, trustee or custodian for Borrower or any of its assets or
Borrower in its capacity as debtor or debtor-in-possession under the United
States Bankruptcy Code). All references to the term "Person" or "person"
wherever used herein shall mean any individual, sole proprietorship,
partnership, corporation (including, without limitation, any corporation which
elects subchapter S status under the Internal Revenue Code of 1986, as
amended), business trust, unincorporated association, joint stock corporation,
trust, joint venture or other entity or any government or any agency or
instrumentality of political subdivision thereof. All references to the plural
shall also mean the singular and to the singular shall also mean the plural.
IN WITNESS WHEREOF, each of Guarantors has executed and delivered this
Guarantee as of the day and year first above written.
ATTEST: Xxxxxx X. XxXxx TEREX CORPORATION
By: Xxxxxx X. Xxxxxxxxx
Title: Secretary
Chief Executive Xxxxxx
000 Xxxx Xxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
ATTEST: Xxxxxx X. XxXxx XXXXX MATERIAL HANDLING
COMPANY
By: Xxxxxx X. Xxxxxxxxx
Title: Secretary
Chief Executive Xxxxxx
000 Xxxx Xxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxx, Xxxxxxxx 00000
ATTEST: Xxxxxx X. XxXxx PPM CRANES, INC.
By: Xxxxxx X. Xxxxxxxxx
Title: Secretary
Chief Executive Office
Hwy 501 East
Atlantic Center for Business
and Industry
X.X. Xxx 00000
Xxxxxx, Xxxxx Xxxxxxxx 00000
ATTEST: Xxxxxx X. XxXxx CMH ACQUISITION CORP.
By: Xxxxxx X. Xxxxxxxxx
Title: Secretary
Chief Executive Office
c/o Terex Corporation
000 Xxxx Xxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
ATTEST: Xxxxxx X. XxXxx LEGRIS INDUSTRIES, INC.
By: Xxxxxx X. Xxxxxxxxx
Title: Secretary
Chief Executive Office
Hwy 501 East
Atlantic Center for Business
and Industry
X.X. Xxx 00000
Xxxxxx, Xxxxx Xxxxxxxx 00000
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
On this ninth day of May, 1995, before me personally came Xxxxxx X.
Xxxxxxxxx, to me known, who stated that he is the Secretary of TEREX
CORPORATION, the corporation described in and which executed the foregoing
instrument; and that he signed his name thereto by order of the Board of
Directors of said corporation.
Xxxxx Xxxx
Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this ninth day of May, 1995, before me personally came Xxxxxx X.
Xxxxxxxxx, to me known, who stated that he is the Secretary of XXXXX MATERIAL
HANDLING COMPANY, the corporation described in and which executed the foregoing
instrument; and that he signed his name thereto by order of the Board of
Directors of said corporation.
Xxxxx Xxxx
Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this ninth day of May, 1995, before me personally came Xxxxxx X.
Xxxxxxxxx to me known, who stated that he is the Secretary of PPM CRANES, INC.,
the corporation described in and which executed the foregoing instrument; and
that he signed his name thereto by order of the Board of Directors of said
corporation.
Xxxxx Xxxx
Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this ninth day of May, 1995, before me personally came Xxxxxx X.
Xxxxxxxxx, to me known, who stated that he is the Secretary of CMH ACQUISITION
CORP., the corporation described in and which executed the foregoing
instrument; and that he signed his name thereto by order of the Board of
Directors of said corporation.
Xxxxx Xxxx
Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this ninth day of May, 1995, before me personally came Xxxxxx X.
Xxxxxxxxx, to me known, who stated that he is the Secretary of LEGRIS
INDUSTRIES, INC., the corporation described in and which executed the foregoing
instrument; and that he signed his name thereto by order of the Board of
Directors of said corporation.
Xxxxx Xxxx
Notary Public
