Hyster Overseas Capital Corp Llc – INTERNATIONAL OPERATING AGREEMENT (May 28th, 2002)Exhibit 10.7 INTERNATIONAL OPERATING AGREEMENT This INTERNATIONAL OPERATING AGREEMENT (the "Agreement") is made and entered into this 15th day of April, 1998, by and between NACCO Materials Handling Group, Inc. ("NMHG") and the subsidiaries and affiliates of NMHG listed on Exhibit A, attached hereto (all such subsidiaries and affiliates as listed on said Exhibit, as it may be amended from time to time, shall be referred to collectively as the "NMHG Companies" and individually as an "NMHG Company") and General Electric Capital Corporation ("GE Capital") and the subsidiaries and affiliates of GE Capital listed on Exhibit B, attached hereto (all such subsidiaries and affiliates as listed on said Exhibit, as it may be amended from time to time and shall be referred to collectively as the "GE Capital Companies", individually as a "GE Capital Company").
Hyster Overseas Capital Corp Llc – REGISTRATION RIGHTS AGREEMENT (May 28th, 2002)Exhibit 4.3 EXECUTION COPY $250, 000,000 NMHG HOLDING CO. 10% SENIOR NOTES DUE 2009 REGISTRATION RIGHTS AGREEMENT ----------------------------- May 9, 2002 Credit Suisse First Boston Corporation Salomon Smith Barney Inc., As Representatives of the Several Initial Purchasers c/o Credit Suisse First Boston Corporation Eleven Madison Avenue New York, New York 10010-3629 Dear Sirs: NMHG Holding Co., a Delaware corporation (the "ISSUER"), proposes to issue and sell to Credit Suisse First Boston Corporation, Salomon Smith Barney Inc., U.S. Bancorp Piper Jaffray Inc., McDonald Investments Inc., N
Hyster Overseas Capital Corp Llc – RECOURSE AND INDEMNITY AGREEMENT (May 28th, 2002)EXHIBIT 10.4 RECOURSE AND INDEMNITY AGREEMENT THIS RECOURSE AND INDEMNITY AGREEMENT dated as of October 21, 1998 (Agreement) is made and entered into by and between GENERAL ELECTRIC CAPITAL CORPORATION , a New York corporation ("GECC"), NMHG FINANCIAL SERVICES, INC., a Delaware corporation ("Corporation"), and NACCO MATERIALS HANDLING GROUP, INC., a Delaware corporation ("NMHG"). WHEREAS, NMHG, through various subsidiaries and affiliates, manufacturers and distributes materials handling equipment ("NMHG Equipment"); WHEREAS, NMHG also distributes NMHG Equipment through dealers located in the United States of America (such dealers and any future dealers being hereinafter collectively referred to as "DeaIers" and each a "Dealer"); WHEREAS, on October 27, 1989, Yale Materials Handling Corporation ("Yale"), acquired, pursuant to a Stock Purchase Agreement da
Hyster Overseas Capital Corp Llc – CREDIT AGREEMENT (May 28th, 2002)EXHIBIT 10.1 EXECUTION COPY =============================================================================== CREDIT AGREEMENT Dated as of MAY 9, 2002 among NMHG HOLDING CO. NMHG DISTRIBUTION CO. NACCO MATERIALS HANDLING GROUP, INC. NACCO MATERIALS HANDLING LIMITED and NACCO MATERIALS HANDLING B.V. as Borrowers THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO AS LENDERS THE FINANCIAL INSTITUTION FROM TIME TO TIME PARTY HERETO AS AN ISSUING BANK
Hyster Overseas Capital Corp Llc – EQUITY JOINT VENTURE CONTRACT (May 28th, 2002)Exhibit 10.3 EQUITY JOINT VENTURE CONTRACT BETWEEN SHANGHAI PERFECT JINQIAO UNITED DEVELOPMENT CO., LTD. PEOPLE'S REPUBLIC OF CHINA AND NACCO MATERIALS HANDLING GROUP, INC. U. S. A. AND SUMITOMO-YALE COMPANY, LTD. JAPAN NOVEMBER 27, 1997 TABLE OF CONTENTS ----------------- ARTICLE ------- 1.0 GENERAL PROVISIONS 2.0 DEFINITIONS 3.0 PARTIES TO THE JOINT VENTURE Contract 4.0 ESTABLISHMENT OF JOINT VENTURE COMPANY 5.0 PURPOSES, BUSINESS SCOPE AND RELATED AUTHORIZED ACT
Hyster Overseas Capital Corp Llc – LOAN AGREEMENT (May 28th, 2002)EXHIBIT 10.13 LOAN AGREEMENT THIS LOAN AGREEMENT, dated as of June 28, 1996 (this "Agreement"), between NACCO MATERIALS HANDLING GROUP, INC., a Delaware corporation having its principal executive offices at 2701 NW Vaughn, Suite 900, Portland, Oregon 97210 (hereinafter called "Borrower"), and NACCO INDUSTRIES, INC., a Delaware corporation having its principal executive offices at 5875 Landerbrook Drive, Mayfield Heights, Ohio 44124 (hereinafter called "Lender"). BACKGROUND Lender has agreed to loan Borrower an amount not to exceed Fifty Million Dollars ($50,000,000) for the purposes set forth herein. Lender is willing to extend such credit, subject to the terms and conditions hereinafter set forth. In consideration of the mutual convenants and agreements contained herein, and other good and valuable consideration, receip
Hyster Overseas Capital Corp Llc – LETTER AGREEMENT (May 28th, 2002)Exhibit 10.11 LETTER AGREEMENT November 22, 2000 NACCO Materials Handling Group, Inc. 650 N.E. Holladay Street Suite 1600 Portland, Oregon 97232 Attn: Geoffrey D. Lewis RE: FINANCING FOR AUSTRALIAN NMHG SUBSIDIARIES Under the auspices of that certain International Operating Agreement dated April 19, 1998, as amended ("Operating Agreement") between General Electric Capital Corporation ("GE Capital") and you, GE Capital Australia ("GECA") and GE Capital Finance Pty Limited ("GECF") (GECA and GECF shall hereinafter be collectively referred to as "GE Capital Australia"), both wholly-owned subsidiaries of GE Capital, have each consented, individually and collectively, to enter into several financing arrangements with National Fleet Network Pty Limited ("NMHG Fleet") and NMHG Distribution Pty Ltd. ("NMHG Distribution") (NMHG Fle
Hyster Overseas Capital Corp Llc – SHAREHOLDERS AGREEMENT (May 28th, 2002)Exhibit 10.5 RESTATED AND AMENDED JOINT VENTURE AND SHAREHOLDERS AGREEMENT BETWEEN GENERAL ELECTRIC CAPITAL CORPORATION AND NACCO MATERIALS HANDLING GROUP, INC. April 15, 1998 GECC/NMHG RESTATED AND AMENDED JOINT VENTURE AND SHAREHOLDERS AGREEMENT TABLE OF CONTENTS PAGE SECTION 1 Formation and Purposes . . . . . . . . . . . . . . . 2 SECTION 2 Initial Capitalization
Hyster Overseas Capital Corp Llc – A$ FACILITY AGREEMENT (May 28th, 2002)Exhibit 10.12 ================================================================================ GE CAPITAL AUSTRALIA ACN 008 562 534 GE CAPITAL FINANCE PTY LIMITED ACN 075 554 175 (COLLECTIVELY, THE LENDER) NATIONAL FLEET NETWORK PTY LIMITED ACN 094 802 141 (COMPANY) NMHG DISTRIBUTION PTY LIMITED ACN 053 370 291 (GUARANTOR) ----------------------------------------------------------------------------- A$ FACILITY AGREEMENT ----------------------------------------------------------------------------- ===================================================
Hyster Overseas Capital Corp Llc – OPERATING AGREEMENT (May 28th, 2002)Exhibit 10.2 OPERATING AGREEMENT ------------------- This Operating Agreement is made and entered into as of the 31st day of July, 1979, by and between Eaton Corporation, a corporation organized and existing under the laws of the State of Ohio, United States of America and having its principal place of business at 100 Erieview Plaza, Cleveland, Ohio, U.S.A. (hereinafter referred to as "Eaton"), and Sumitomo Heavy Industries, Ltd. a corporation organized and existing under the laws of Japan and having its principal place of business at 2-1, Ohtemachi 2 Chome, Chiyoda-Ku, Tokyo 100, Japan (hereinafter referred to as "SHI"). WHEREAS, Eaton has an established worldwide position in the development, manufacture, sale, lease and rental of certain gas, diesel and electric powered Industrial Trucks (hereinafter defined and referred to as the
Hyster Overseas Capital Corp Llc – INDENTURE (May 28th, 2002)Exhibit 4.2 EXECUTION COPY ================================================================================ NMHG Holding Co. Issuer Certain Subsidiary Guarantors As Guarantors 10% Senior Notes due 2009 -------------------- INDENTURE Dated as of May 9, 2002 --------------------- U.S. Bank National Association Trustee ================================================================================ CROSS-REFERENCE TABLE TIA
