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                                                                   Exhibit 10.35

                               Amendment No. 2 to
        the Restated and Amended Joint Venture and Shareholders Agreement
                                     Between
                      General Electric Capital Corporation
                                       and
                       NACCO Material Handling Group, Inc.
                              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 herein below, the parties hereto hereby agree that as of 01January,
2004, the Agreement is hereby amended as follows:


         1. Section 1(b) shall be amended by adding thereto the following
subjection (ix):

         (ix) All of the financial accommodations set forth in Subsections (vi)
through (vii) above, shall hereinafter collectively be referred to as "Financial
Accommodations."

         2. Section 14(a) shall be amended by replacing the date "December 31,
2002" in the second line thereof with the date "December 31, 2008."

         3. Section 17(a) shall be deleted in its entirety and the following
shall be substituted in its stead:

     (a) NMHG shall supply frontroom personnel (frontroom personnel are those
that primarily dedicate their time to working on Wholesale and Retail Financing
prior to closing and booking), which personnel may comprise the following
positions: managers, field representatives, account representatives, wholesale
administrators and administrative assistants. All such personnel (whether
supplied by NMHG or GECC) will be fully dedicated to the Corporation. Frontroom
staffing, and the costs associated therewith, shall be mutually agreed upon by
the parties from time to time based on the needs of the Corporation. Frontroom
locations will be at Hyster and Yale brand headquarters and/or such other
location(s) designated by Hyster and Yale, respectively. As compensation for the
Frontroom staffing, NMHG shall be entitled to a loan origination fee ("Loan
Origination Fee") composed of the following: a fixed amount equal to $500,000.00
plus a variable amount equal to .9% of the booked Financial Accommodations per
annum.

     4. Section 33 and related Exhibit I is hereby deleted in its entirety.

     5. Section 34 (ii) is hereby deleted in its entirety and the following
shall be substituted in its stead:

     (ii) Retail Rates: GECC shall advise NMHG in writing, from time to time, of
the minimum target standard rates ("Minimum Target Standard Rates") applicable
to Retail Financing. GECC shall give NMHG notice of any change to the Minimum
Target Standard Rates at least

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five Business Days prior to any change thereto. Notwithstanding the foregoing,
Minimum Target Standard Rates shall expire on December 31 of each year;
provided, however, that in the case of any proposed Retail Financing for which
GECC has delivered credit approval to NMHG on behalf of a Customer the Minimum
Target Standard Rates applicable to such proposed Retail Financing shall remain
in effect for 90 days from the date upon which said Customer received such
credit approval. Minimum Target Standard Rate shall be determined from time to
time, as follows:



     All Tax Lease Products - 4.25 over 5 Year SWAP Rates ("Tax Lease Products"
     shall mean all Financial Accommodations recognized by the Internal Revenue
     Service as being a lease other than a capital lease.

     All Quasi/Loans - 3.50 over 5 Year SWAP Rates ("Quasi/Loans" shall mean all
     Financial Accommodations other than Tax Leases.

The applicable SWAP Rate shall be determined as follows:
Based on the Federal Reserve H.15 Statistical Release.


         The Amendment shall become fully effective as of January 1, 2004.
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/ Edward J. Simoneau                          By:  /s/ Reginald R. Eklund
   ------------------------------                      -------------------------

        Vice President & General
        Manager - Dealer Financial
Title:  Sevices                                    Title:  President & CEO
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