EX-10.1






Exhibit 10.1




Gentlemen:




In consideration of certain payments to NACCO Materials Handling Group, Inc. (“NMHG”), as set forth
on Payment Schedule A hereto, from General Electric Capital Corporation (“GECC”); NMHG and GECC
hereby agree to maintain the following agreements: (i) that certain Restated and Amended Joint
Venture and Shareholder Agreement between them, as amended through the Third Amendment, dated July
1, 2008 (the “JV Agreement”), including, without limitation Exhibit H thereto (“Listing of NMHG
Competitors”); (ii) that certain Canadian Country Agreement (the “Canadian Agreement”), dated July
1, 2008 and (iii) that certain International Operating Agreement , as amended through the Seventh
Amendment, dated July 1, 2008 (the “IOA”), including, without limitation, Exhibit C thereto
(“Schedule of NMHG Competitors”) all, with the following mutually agreed upon modifications and
understandings:




	 	(I)	 	GECC hereby agrees not to enter into any legal partnership, joint venture or similar
joint ownership arrangement with either or both of Mitsubishi Caterpillar Forklift
America, Inc. or Mitsubishi Heavy Industries (collectively referred to herein as “MCFA”)
that is similar to any joint venture arrangement that NMHG may have with GECC related to
the financing of materials handling equipment;
	 
	 	(II)	 	Pursuant to the terms of this agreement; NMHG hereby agrees that GECC is not
precluded by the terms of either the JV Agreement and Exhibit H thereto or the IOA and
Exhibit C thereto, from doing business with MCFA and may continue to do business with MCFA
on such terms and conditions as GECC and MCFA shall agree, provided that GECC complies
with paragraph (I) hereof (including pursuant to any existing arrangements) and provided
further that GECC and MCFA do not expand their existing arrangement with MCFA to cover the
financing of materials handling equipment outside of the US and Canada. Nothing herein
shall preclude GECC or its affiliates from financing MCFA equipment on a non-programmatic
basis;
	 
	 	(III)	 	GECC hereby agrees to use reasonable efforts to ensure that GE employees in the
sales, risk and credit functions who work on NMHG transactions will not work on MCFA
transactions while such employees are working on NMHG transactions; provided that this
restriction shall not apply to any GECC employee who has managerial responsibility for
more than one program. GECC further agrees that it shall hold in strict confidence and
shall not disclose to MCFA (or any of its employees) any information relating to NMHG’s
business, including without limitation, any information relating to




 









 






	 	 	 	the financing arrangement between NMHG and GECC. Nothing contained herein shall
restrict GECC’s ability to transfer, reassign to another program or terminate any GECC
employee; and
	 
	 	(IV)	 	GECC hereby agrees not to syndicate NMHG transactions or new originations to any of
the Listing of NMHG Competitors as set forth on Exhibit H to the JV Agreement or to any
NMHG Competitor as set forth on Exhibit C to the IOA.





The parties hereto hereby agree that all terms and conditions of the JV Agreement, Canadian Country
Agreement and IOA not specifically modified hereby shall remain in full force and effect. This
agreement shall become effective on the date first set forth here below.



IN WITNESS WHEREOF; the parties intending to be mutually bound hereto, hereby agree to execute this
agreement by the duly authorized persons set forth below.



	 	 	 
	NACCO MATERIALS HANDLING GROUP, INC.
	By:

	 	/s/ Jeffrey C. Mattern
	Name:  

	 	Jeffrey C. Mattern
	Title:

	 	Treasurer
	Date:

	 	October 15, 2008
	 
	 	 
	 
	 	 
	GENERAL ELECTRIC CAPITAL CORPORATION
	By:

	 	/s/ R. Scott Barber
	Name:

	 	R. Scott Barber
	Title:

	 	General Manager
	Date:

	 	October 15, 2008






 









 





PAYMENT SCHEDULE A




A payment of US$ 4,000,000 and an increase in the JV Agreement origination fee paid to NACCO of 10
basis points (“bpts”) (from 90 bpts to 100bpts) on all US retail loan and lease originations; to
run until the expiration of the Base Term of the JV Agreement (as defined therein); unless sooner
terminated by mutual agreement.