Exhibit 10.8
Amendment No. 1 to
the International Operating Agreement
Between
General Electric Capital Corporation and
Certain of its Subsidiaries and Affiliates
and
NACCO Material Handling Group, Inc. and
Certain of its Subsidiaries and Affiliates
Dated April 15, 1998
WHEREAS, General Electric Capital Corporation ("GECC") and NACCO Materials
Handling Group, Inc ("NMHG") each have determined that it is in their best
interest to make certain amendments to the above-captioned Agreement (the
"Agreement").
NOW, THEREFORE, in consideration of the above premises and mutual covenants
contained hereinbelow, the parties hereto hereby agree that as of October 21,
1998, the Agreement is hereby amended as follows:
1. Section 1.17 shall be deleted in its entirety and the following
substituted in its stead:
1.17 "WHOLESALE ACCOUNT" shall mean and include any loan or other extension
of credit, now or hereafter, by a GE Capital Company to any non-U.S. Dealer
secured by Equipment (whether or not such Equipment s purchased by the proceeds
thereof or is kept as inventory for sale or as part of the respective Dealer's
rental fleet).
2. The following shall be added after the last sentence in Section 2.1:
Notwithstanding any provision to the contrary herein, solely with respect
to any Customer whose principal residence is in Canada, until the earlier of (i)
the termination of the Third Amended and Restated Operating Agreement between
Hyster Company and Hyster Credit Corporation dated as of November 21, 1985, as
amended and restated as of December 19, 1985 (the "HCC Agreement") or (ii)
December 20, 2000, NMHG shall only be required to fulfill its obligations under
this Section 2.1 to the extent that such compliance would not, in NMHG's
reasonable opinion, violate the terms of the HCC Agreement.
3. The following shall be added after the last sentence in Section 3.1:
Notwithstanding any provision to the contrary herein, solely with respect
to any Dealer whose principal residence is in Canada, until the earlier of (i)
the termination of the Third Amended and Restated Operating Agreement between
Hyster Company and Hyster Credit Corporation dated as of November 21, 1985, as
amended and restated as of December 19, 1985 (the "HCC Agreement") or (ii)
December 20, 2000, NMHG shall only be required to fulfill its obligations under
this Section 2.1 to the extent that such compliance would not, in NMHG's
reasonable opinion, violate the terms of the HCC Agreement.
4. The third sentence of Section 6.3 shall be deleted in its entirety and
the following shall be substituted in its stead:
Each of the NMHG Group will endeavor not to solicit, or enter into, any
Retail or Wholesale Account (or enter into any partnership, joint venture or
other arrangement with any other party to provide any of the foregoing) for
Equipment, except that any of the NMHG Group may make equity investments in, or
general loans and other extensions of credit to or for the benefit of, Dealers
from time to time which may be secured by general liens on inventory,
receivables, equipment and other assets of the Dealer, and except that NMHG may
fulfill all of its obligations under the HCC Agreement so long as the HCC
Agreement shall be effective, but not beyond December 19, 2000.
This Agreement shall become fully effective as of its execution by both
GECC and NMHG. Except as modified hereby, the terms and conditions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment the day
and year first above written.
GENERAL ELECTRIC CAPITAL NACCO MATERIALS HANDLING
CORPORATION GROUP, INC.
By: /s/Xxxxxxxxxxx X. Xxxxxxxx By: /s/Xxxxxxxx X. Xxxxxx
____________________________ ________________________________
Title: Vice President Title: President and Chief Executive
Officer
