EX-10.2






Exhibit 10.2




Amendment No. 7 to the International Operating Agreement




Dated As of July 1, 2008 (the “Effective Date”)




Between





	 	(1)	 	General Electric Capital Corporation (“GE Capital”), a Delaware corporation with a
principal address at 44 Old Ridgebury Road, Danbury, Connecticut 06810; and
	 
	 	(2)	 	NACCO Materials Handling Group, Inc. (“NMHG”), a Delaware corporation with a principal
address at 650 N.E. Holladay Street, Suite 1600, Portland, Oregon 97232





BACKGROUND



GE Capital and NMHG are parties to that certain International Operating Agreement dated as of April
15, 1998, as previously amended and as may be further amended, supplemented or otherwise modified
from time to time (the “IOA”). Capitalized terms used herein without definition shall have the
meanings assigned thereto in the IOA. GE Capital and NMHG have agreed that in order to most
effectively promote the development of international financing programs involving their respective
Affiliates, it is advisable for such Affiliates to enter into Regional Agreements and or Master
Regional Operating Agreements for countries in which such financing activities will be conducted.
GE Capital and NMHG have further agreed to amend and clarify the IOA to better define the
activities conducted by the various Working Committees internationally and how such activities are
reported in each country’s or region’s respective Annual Operating Plan as such activities relate
to the business of the various Master Regional Operating Agreements and Regional or Country
Agreements, and to otherwise supplement the IOA.



NOW THEREFORE, in consideration of the above premises and of the representations, warranties and
agreements contained herein, the parties, intending to be legally bound, agree to amend, clarify
and supplement the IOA as follows:





	 	1.	 	Base Term Extension: For the avoidance of doubt, the parties agree that the Base Term
(as that term is defined in Sec. 6.8(a) of the IOA) of each of the various Country
Agreements, Regional Agreements and Master Regional Operating Agreements shall be extended
to December 31, 2013 and, except as may otherwise be expressly modified or otherwise agreed
in writing by the parties, all other terms and conditions of the Country Agreements,
Regional Agreements and/or Master Regional Operating Agreements shall remain unmodified and
in full force and effect; and






2. Working Committee Annual Operating Plans: GE Capital and NMHG hereby agree that, except as
set forth below, the following items shall be reviewed and considered (at least annually) by
each regional and or country Working Committee and that a brief description regarding the status
and year to date progress made with respect to each item shall be set forth in the regional
and/or country specific Annual Operating Plan, copies of which shall be



 









 







provided to the International Executive Committee shortly following adoption by each respective
country or region. The parties agree that each country or regional Annual Operating Plan, where
relevant, shall contain reports on such items as:




	 	(i)	 	Discounts for NMHG subsidies;
	 
	 	(ii)	 	Introduction to Revised Fixed Residual Discount Percentage Tables;
	 
	 	(iii)	 	Win/Loss Analysis of Deals;
	 
	 	(iv)	 	Implementation of Syndication Strategy;
	 
	 	(v)	 	GE Resource Commitments;
	 
	 	(vi)	 	Proactive Dealer Engagements;
	 
	 	(vii)	 	Major Accounts;
	 
	 	(viii)	 	Extranet Implementation;
	 
	 	(ix)	 	Volume Based Retrospective Rebates;
	 
	 	(x)	 	NMHG Recourse Support Reduction Initiatives;
	 
	 	(xi)	 	NMHG Program Commitments and on-going support;
	 
	 	(xii)	 	Target Metrics; including:






	 	(a)	 	Credit approval targets;
	 
	 	(b)	 	Decision time targets;
	 
	 	(c)	 	Payment time targets;
	 
	 	(d)	 	Lease penetration targets;
	 
	 	(e)	 	Residual value realization.






	 	 	 	The parties hereto hereby acknowledge and agree that not all of the items set forth above
will be relevant to a particular region or country and, in such case, any such item or items
shall not be considered and/or included in the applicable Annual Operating Plan.
	 
	 	3.	 	Effect of Amendment: All terms and conditions of the IOA not expressly modified hereby
shall remain in full force and effect and are herby ratified by the parties.






IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto have executed this
Amendment as of the Effective Date first set forth herein.



	 	 	 	 	 
	GENERAL ELECTRIC CAPITAL CORPORATION
	 
	 	 	 	 
	By:

	 	/s/ Raymond Scott Barber	 	 
	 

	 	 	 	 
	Name:

	 	Raymond Scott Barber	 	 
	Title:

	 	General Manager	 	 
	 
	 	 	 	 
	 
	NACCO MATERIALS HANDLING GROUP, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Jeffery C. Mattern	 	 
	 

	 	 	 	 
	Name:

	 	Jeffery C. Mattern	 	 
	Title:

	 	Treasurer