Reliance Surety Company
A Reliance Group Holdings Company
655 Winding Brook Drive
P.O. Box 558
Glaxtonbury, CT 06033-0558
860.657.7765 Fax: 860.657.8252
Date: March 26, 1998
[LOGO] Reliance
Mr. David Smith
Morris Material Handling, Inc.
314 West Forest Hill Ave.
Oak Creek, Wisconsin 53154
Re: Morris Material Handling, Inc.
Dear Mr. Smith,
This is to confirm that Reliance Surety Company hereby commits to provide a
bonding facility to Morris Material Handling, Inc. and its subsidiaries
incorporating single projects up to $20,000,000 within an aggregate backlog
value of $60,000,000.
Extension of any credit is contingent upon; receipt of an executed Intercreditor
Agreement, an executed copy of the Reliance Continuing Agreement of Indemnity
and receipt of a mutually agreed upon level of collateral basal on job and
program size as well as continued favorable underwriting conditions.
Best Regards,
Chris McCarty
Senior Underwriter, Reliance Surety
RELIANCE INSURANCE COMPANIES
RELIANCE SURETY COMPANY UNITED PACIFIC INSURANCE COMPANY
PHILADELPHIA, PENNSYLVANIA PHILADELPHIA, PENNSYLVANIA
RELIANCE INSURANCE COMPANY RELIANCE NATIONAL INDEMNITY COMPANY
PHILADELPHIA, PENNSYLVANIA PHILADELPHIA, PENNSYLVANIA
CONTINUING AGREEMENT OF INDEMNITY - CONTRACTOR'S FORM
This AGREEMENT is made by the Undersigned for the continuing benefit of RELIANCE
INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMPANY, RELIANCE NATIONAL INDEMNITY
COMPANY and/or RELIANCE SURETY COMPANY (hereinafter referred to collectively as
the "Surety") for the purpose of saving each and all of them harmless and
indemnifying each and all of them from all loss and expense in connection with
any Bonds executed on behalf of any one or more of the following persons, firms
or corporations:
MMH Holdings, Inc.; Morris Material Handling, Inc.; Morris Mterial Handling,
Ltd.; Hercules S.A. de C.V.; PHMH Holding Company; SPH Crane & Hoist, Inc.;
Material Handling, LLC; MHE Canada ULC, jointly with others or on behalf of any
of its subsidiaries, affiliates or divisions or their subsidiaries, affiliates
or divisions now in existence or hereafter formed or acquired (hereinafter
referred to as "Contractor").
WITNESSETH.
WHEREAS, the Contractor, individually or jointly with others, may desire or be
required from time to time to give certain bonds, undertakings, or instruments
of guarantee (all of which will hereinafter be included within the term "Bond"
or "Bonds"), and
WHEREAS upon the express condition that this instrument be executed, the Surety
has executed or procured the execution of, and may hereafter execute or procure
the execution of such Bonds.
NOW, THEREFORE, in consideration of the execution of any such Bond or Bonds and
as an inducement to such execution, we, the Undersigned, agree and bind
ourselves, our heirs, executors, administrators, successors and assigns, jointly
and severally, as follows:
FIRST: To pay all premiums on said Bonds computed in accordance with the
Surety's regular manual of rates in effect on the date said Bonds are executed.
SECOND: To indemnify, and keep indemnified, and hold and save harmless the
Surety against all demands, claims, loss, costs, damages, expenses and
attorneys' fees whatever, and any and all liability therefor, sustained or
incurred by the Surety by reason of executing or procuring the execution of any
said Bond or Bonds, or any other Bonds, which may be already or hereafter
executed on behalf of the Contractor, or renewal or continuation thereof; or
sustained or incurred by reason of making any investigation on account thereof,
prosecuting or defending any action brought in connection therewith, obtaining a
release therefrom, recovering or attempting to recover any salvage in connection
therewith or enforcing by litigation or otherwise any of the agreements herein
contained. Payment of amounts due Surety hereunder together with legal interest
shall be payable upon demand.
THIRD: To furnish money to the Contractor or to the Surety as needed for the
prompt payment of labor, materials, and any other costs or expenses in
connection with the performance of contracts when and as requested to do so by
the Surety.
FOURTH: To assign, transfer and convey, and each of the Undersigned does by
these presents assign, transfer and convey to the Surety, as of the date of
execution of said Bond or Bonds, as collateral security for the full performance
of the covenants and agreements herein contained and the payment of any other
indebtedness or liability of the Undersigned to the Surety, whether heretofore
or hereafter incurred, the following:
(a) All right, title and interest of the Undersigned in and to all
machinery, equipment, plant, tools and materials which are, on the date of
execution of any such Bond or Bonds, or may thereafter be, about or upon
the site of the work to be performed under the contract referred to in and
guaranteed by such Bond, or elsewhere for the purpose thereof, including
as well materials purchased for or chargeable to said contract which may
be in process of construction or in storage elsewhere or in transportation
to said site;
(b) All rights, actions, causes of action, claims and demands of the
undersigned in, or arising from or out of, said contract or any
extensions, modifications, changes or alterations thereof or additions
thereto;
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(c) All rights, actions, causes of action, claims and demands whatsoever
which the Undersigned or any of them may have or acquire in any
subcontract in connection with said contract, and against any
subcontractor or any person, firm or corporation furnishing or agreeing to
furnish or supply labor, materials, supplies, machinery, tools or other
equipment in connection with or on account of said contract, and against
any surety or sureties of any such materialmen, subcontractor, laborer or
other person, firm or corporation;
(d) All right, title and interest to all monies due or to become due to
the undersigned arising out of or in any way relating to said contract
including, but not limited to progress payments, deferred payments,
retained percentages, compensation for extra work and claims and the
proceeds thereof that at the time of abandonment, forfeiture or breach of
said contract or such Bond or Bonds or of the terms of this Agreement or
at the time of any advance, payment or guaranty by the Surety for the
purpose of avoiding such abandonment, forfeiture or breach, may be due or
may thereafter become due under said contract to or on behalf of the
Undersigned, together with any and all sums due or which may thereafter
become due under or on all other contracts, bonded or unbonded, in which
any or all of the Undersigned have an interest.
FIFTH: Each of the Undersigned does hereby irrevocably nominate and appoint any
officer of the Surety the true and lawful attorney-in-fact of the Undersigned,
with full right and authority, in the event the Contractor fails or is unable to
complete the work called for by the contract guaranteed by any Bond or in the
event of the breach of any provision of this Agreement to execute on behalf of,
and sign the names of each of the Undersigned to, any voucher, release,
satisfaction, check, bill of sale of all or any property by this Agreement
assigned to the Surety or any other paper or contract necessary or desired to
carry into effect the purposes of this Agreement; with full right and authority
also, in such event, to dispose of the performance of said contract by
subletting the same in the name of the Contractor or otherwise; and each of the
Undersigned does hereby ratify and confirm all that such attorney-in-fact or the
Surety may lawfully do in the premises and further authorizes and empowers the
Surety and such attorney-in-fact and each of them to enter upon and take
possession of the tools, plant equipment, materials and subcontracts and all
other collateral security mentioned in this Agreement and enforce, use, employ
and dispose thereof for the purposes set forth in this Agreement. Each of the
Undersigned specifically agrees to protect, indemnify and hold harmless the
Surety and such attorney-in-fact against any and all claims, damages, costs and
expenses that may in any way arise or grow out of the exercise of the
assignments counted in this Agreement and the powers herein granted,
specifically waiving any claim which any Undersigned has or might hereafter have
against the Surety or such attorney-in-fact on account of anything done in
enforcing the terms of this Agreement, assignments and power-of attorney.
SIXTH: That the entire contract price of any contract referred to in a Bond or
Bonds, whether in the possession of the Undersigned or another, shall be and
hereby is impressed with a trust in favor of Surety for the payment of
obligations incurred for labor, materials and services in the performance of
the contract work for which Surety would be liable under such Bond or Bonds and
for the purpose of satisfying the conditions of the Bond executed in connection
with the contract.
SEVENTH: That if Surety shall be required or shall deem it necessary to set up a
reserve in any amount to cover any claim, demand, liability, expense, suit,
order, judgment or adjudication under or on any Bond or Bonds or for any other
reason whatsoever, to immediately upon demand deposit with Surety an amount of
money sufficient to cover such reserve and any increase thereof, such funds to
be held by Surety as collateral, in addition to the indemnity afforded by this
instrument, with the right to use such funds or any part thereof, at any time,
in payment or compromise of any liability, claims, demands, judgment, damages,
fees and disbursements or other expenses; and the Undersigned, in the event of
their failure to comply with such demand, hereby authorize and empower any
attorney of any court of record of the United States or any of its territories
or possessions, to appear for them or any of them in any suit by Surety and to
confess judgment against them or any of them for any sum or sums of money up to
the amount of any or all Bond or Bonds, with costs, interest and reasonable
attorneys' fees; such judgment, however, to be satisfied upon the payment of any
and all such sums as may be found due by the Undersigned to Surety under the
terms of this Agreement. Demand shall be sufficient if sent by registered or
certified mail to the Undersigned at the address or addresses given herein or
last known to Surety, whether or not actually received. The authority to confess
judgment as set forth herein shall not be exhausted by any one exercise thereof,
but may be exercised from time to time and more than one time until all
liability of the Undersigned to Surety shall have been paid in full.
EIGHTH: All collateral security held by or assigned to the Surety may be used by
the Surety at any time in payment of any claim, loss or expense which the
Undersigned have agreed to pay hereby, whether or not such claim, loss or
expense arises out of or in connection with such Bond or contract under which
such collateral is held. The Surety may sell or realize upon any or all such
collateral security, at public or private sale, with or without notice to the
Undersigned or any of them, and with the right to be purchaser itself at any
such public sale, and shall be accountable to the Undersigned only for such
surplus or remainder of such collateral security or the proceeds thereof as may
be in the Surety's possession after it has been fully indemnified as in this
Agreement provided. The Surety shall not be liable for decrease in value or loss
or destruction of or damage to such security, however caused.
NINTH: The Surety shall have the right, at its option and in its sole
discretion:
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(a) To deem this Agreement breached should the Contractor become involved
in any agreement or proceeding of liquidation, receivership, or
bankruptcy, voluntarily or involuntarily, or should the Contractor, if an
individual, die, be convicted of a felony, become a fugitive from justice,
or for any reason disappear and cannot immediately be found by the Surety
by use of usual methods.
(b) To take possession of the work under any contract and at the expense
of the Undersigned to complete or to contract for the completion of the
same, or to consent to the re-letting of the completion thereof by the
obligee in said contract Bond or Bonds, or to take such other steps as in
the discretion of the Surety may be advisable or necessary to obtain its
release or to secure itself from loss thereunder.
(c) To adjust, settle or compromise any claim, demand, suit or judgment
upon said Bond or Bonds, or any of them.
(d) To increase or decrease the penalty or penalties of any such Bond or
Bonds, to change the obligee or obligees therein, to execute any
continuations, enlargements, modifications and renewals thereof or
substitute therefore with the same or different conditions, provisions and
obligees, and with the same or larger or smaller penalties, it being
agreed that this instrument shall apply to and cover such new or changed
bonds or renewals even though the consent of the Surety may or does
substantially increase the liability of the Contractor and the Undersigned
and to take such steps as it may deem necessary or proper to obtain
release from liability under any such Bond or Bonds.
All damage, loss or expense of any nature which the Surety may incur under
Section NINTH shall be borne by the Undersigned.
TENTH: The Surety shall have the exclusive right for itself and for the
Undersigned to decide and determine whether any claim, demand, suit or judgment
upon said Bond or Bonds shall, on the basis of liability, expediency or
otherwise, be paid, settled, defended or appealed, and its determination shall
be final, conclusive and binding upon the Undersigned; and any loss, costs,
charges, expense or liability thereby sustained or incurred, as well as any and
all disbursements on account of costs, expenses and attorneys' fees, deemed
necessary or advisable by the Surety, shall be borne and paid immediately by the
Undersigned, together with legal interest. In the event of any payment,
settlement compromise or investigation, an itemized statement of the payment,
loss, costs, damages, expenses or attorneys' fees, sworn to by any officer of
the Surety or the voucher or vouchers or other evidence of such payment,
settlement or compromise, shall be prima facie evidence of the fact and extent
of the liability of the Undersigned to the Surety in any claim or suit hereunder
and in any and all matters arising between the Undersigned and the Surety.
ELEVENTH: The Surety is further authorized and empowered to advance money or to
guarantee loans to the Contractor which the Surety may see fit to advance to
said Contractor for the purpose of any contract referred to in or guaranteed by
said Bond or Bonds; and all money so loaned or advanced and all costs,
attorneys' fees and expenses incurred by the Surety in relation thereto, unless
repaid with legal interest when due, shall be conclusively presumed to be a loss
by the Surety for which each and all of the Undersigned shall be responsible,
notwithstanding said money or any part thereof so loaned or advanced to the
Contractor for the purpose of any such contract should not be so used by the
Contractor. The Undersigned hereby waive all notice of such advance or loan, or
of any default or any other act or acts giving rise to any claim under any said
Bond or Bonds, and waive notice of any and all liability of the Surety under any
said Bond or Bonds or any and all liability on the part of the Undersigned to
the effect and end that each of the Undersigned shall be and continue liable to
the Surety hereunder notwithstanding any notice of any kind to which the
Undersigned might have been or be entitled and notwithstanding any defenses
which the Undersigned might have been or be entitled to make.
TWELFTH: No assent, assignment, change in time or manner of payment or other
change or extension in the terms of any Bond or of any contract referred to in
such Bond or in the general conditions, plans or specifications incorporated in
such contract, granted or authorized by the Surety or the refusal to so grant or
authorize, shall release, discharge or in any manner whatsoever affect the
obligations assumed by the Undersigned in executing this Continuing Agreement of
Indemnity. This Agreement shall apply to any and all renewal, continuation or
substitution bonds executed by the Surety. The Surety shall not be required to
notify or obtain the approval or consent of the Undersigned prior to granting,
authorizing or executing any assent, assignment, change or extension. The Surety
shall have the absolute right to cancel any bond in accordance with any
cancellation provision contained therein and the Surety is hereby released from
any liability for expenses, costs, or damage alleged to be sustained by the
Undersigned by reason of such cancellation.
THIRTEENTH: Until the Surety shall have been furnished with competent legal
evidence of its discharge without loss from any and all Bonds, the Surety shall
have the right at all times to free access to the books, records and accounts of
each of the Undersigned for the purpose of examining the same. Each of the
Undersigned hereby authorizes and requests any and all depositories in which
funds of any of the Undersigned may be deposited to furnish to the Surety the
amount of such deposits as of any date requested and any person, firm or
corporation doing business with the Undersigned is hereby authorized to furnish
any information requested by the Surety concerning any transaction. The Surety
may furnish copies of any and all statements, agreements and financial
statements and
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any information which it now has or may hereafter obtain concerning each of the
Undersigned, to other persons or companies for the purpose of procuring
co-suretyship or reinsurance or of advising interested persons or companies.
FOURTEENTH: Each of the Undersigned does hereby waive all right to claim any
property, including homestead, as exempt from levy, execution, sale or other
legal process under the law of any state, province or other government as
against the rights of the Surety to proceed against the same for indemnity
hereunder.
FIFTEENTH: The Surety shall have every right and remedy which a personal surety
without compensation would have, including the right to secure its discharge
from the suretyship and nothing herein contained shall be considered or
construed to waive, abridge or diminish any right or remedy which the Surety
might have if this instrument were not executed. The Undersigned will, on
request of the Surety, procure the discharge of the Surety from any Bonds, and
all liability by reason thereof. Separate suits may be brought hereunder as
causes of action may accrue, and the pendency or termination of any such suit
shall not bar any subsequent action. The Surety shall be notified immediately by
the Undersigned of any claim or action which may result in a claim against the
Surety, such notice to be given by registered mail to the Surety at its Home
Office. In the event of legal proceedings against the Surety, upon or on account
of any said Bond or Bonds, the Surety may apply for a court order making any or
all of the Undersigned party defendants, and each Undersigned hereby consents to
the granting of such application and agrees to become such a party defendant and
to allow judgment, in the event of judgment against the Surety, to be rendered
also against such Undersigned in like amount and in favor of the Surety, if the
Surety so desires.
SIXTEENTH: The Surety reserves the right to decline to execute any such Bond;
and if it shall execute any proposal Bond, and if the Contractor is awarded the
contract, the Contractor shall not be obligated to obtain any Bond or Bonds
required by the contract from the Surety nor shall the Surety be obligated to
execute such Bond or Bonds.
SEVENTEENTH: This Agreement shall, in all its terms and agreements, be for the
benefit of and protect any person or company joining with the Surety in
executing said Bond or Bonds, or any of them, or executing at the request of the
Surety said Bond or Bonds, or any of them as well as any company or companies
assuming co-suretyship or reinsurance thereon.
EIGHTEENTH: The Undersigned warrant that each of them is specifically and
beneficially interested in the obtaining of each Bond. Failure to execute, or
defective execution, by any party, shall not affect the validity of this
obligation as to any other party executing the same and each such other party
shall remain fully bound and liable hereunder. Invalidity of any portion or
provision of this Agreement by reason of the laws of any state or for any other
reason shall not render the other provisions or portions hereof invalid.
Execution of any application for any Bond by the Contractor, or of any other
indemnity agreement by any Undersigned for the Contractor shall in no way
abrogate, waive or diminish any rights of Surety under this Agreement. The
Undersigned acknowledge that the execution of this Agreement and the undertaking
of indemnity was not made in reliance upon any representation concerning the
financial responsibility of any Undersigned, or concerning the competence of the
Contractor to perform.
NINETEENTH: Each of the Undersigned expressly recognizes and covenants that this
Agreement is a continuing obligation applying to and indemnifying the Surety and
that the rights of indemnification of each Surety signatory to this Agreement
shall be individual and not joint with those of the other signatory Sureties as
to any and all Bonds (whether or nor covered by any application signed by
Contractor-such application to be considered between the parties hereto as
merely supplemental to this Continuing Agreement of Indemnity) heretofore or
hereafter executed by Surety on behalf of Contractor (whether contracting alone
or as a co-venture) until this Agreement shall be canceled in the manner
hereinafter provided. Any of the Undersigned may notify the Surety at its Head
Office, of such Undersigned's withdrawl from this Agreement; such notice shall
be sent by certified or registered mail and shall state when, not less than
thirty days after receipt of such notice by the Surety, such withdrawal shall be
effective. Such Undersigned will not be liable under this Agreement as to any
Bonds executed by the Surety after the effective date of such notice; provided,
that as to any and all such Bonds executed or authorized by the Surety prior to
effective date of such notice and as to any and all renewals, continuations and
extensions thereof or substitutions therefore (and, if a proposal or Bid Bond
has been executed or authorized prior to such effective date, as to any contract
Bond executed pursuant thereto) regardless of when the same are executed, such
Undersigned shall be and remain fully liable hereunder, as if said notice had
not been served. Such withdrawal by any Undersigned shall in no way affect the
obligation of any other Undersigned who has given no such notice of
termination.
TWENTIETH: This Agreement or a carbon, photographic, xerographic or other
reproduction or copy of this Agreement shall constitute a Security Agreement to
Surety and also a Financing Statement, both in accordance with the provisions of
the Uniform Commercial Code of every jurisdiction wherein such Code is in
effect, but that the filing or recording of this Agreement shall be solely at
the option of Surety and that the failure to do so shall not release or impair
any of the obligations of the Undersigned under this Agreement or otherwise
arising, nor shall such failure be in any manner in derogation of the rights of
Surety under this Agreement or otherwise.
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Signed, sealed, and dated this 30th day of March, 1998
ATTEST MMH Holdings, Inc.
By: /s/ Martin Ditkof By: /s/ Michael Erwin (Seal)
---------------------------- ------------------------------
Name & Title: Martin Ditkof, Name & Title: Michael Erwin, President
Secretary Address:
Morris Material Handling, Inc.
By: /s/ Martin Ditkof By: /s/ Michael Erwin (Seal)
---------------------------- ------------------------------
Name & Title: Martin Ditkof, Name & Title: Michael Erwin, President
Secretary Address:
Morris Material Handling, Limited
By: /s/ Martin Ditkof By: /s/ Michael Erwin (Seal)
---------------------------- ------------------------------
Name & Title: Martin Ditkof, Name & Title: Michael Erwin, Director
Director Address:
Hercules S.A. de C.V.
By: /s/ David Smith By: /s/ Michael Erwin (Seal)
---------------------------- ------------------------------
Name & Title: David Smith, Name & Title: Michael Erwin, Director
Director Address:
PHMH Holding Company
By: /s/ Martin Ditkof By: /s/ Michael Erwin (Seal)
---------------------------- ------------------------------
Name & Title: Martin Ditkof, Name & Title: Michael Erwin, President
Secretary Address:
SPH Crane and Hoist, Inc.
By: /s/ Martin Ditkof By: /s/ Michael Erwin (Seal)
---------------------------- ------------------------------
Name & Title: Martin Ditkof, Name & Title: Michael Erwin, President
Secretary Address:
Material Handling, LLC
By: /s/ David Smith By: /s/ Martin Ditkof (Seal)
---------------------------- ------------------------------
Name & Title: David Smith, Name & Title: Martin Ditkof, Manager
Manager Address:
MHE Canada, ULC
By: /s/ David Smith By: /s/ Martin Ditkof (Seal)
---------------------------- ------------------------------
Name & Title: David Smith, Name & Title: Martin Ditkof, Director
Officer Address:
RELIANCE SURETY COMPANY
By:
------------------------------
RELIANCE INSURANCE COMPANY
UNITED PACIFIC INSURANCE COMPANY
RELIANCE NATIONAL INDEMNITIY COMPANY
By:
-------------------------------
IMPORTANT: Print or type the name and address of each signatory to this
Agreement. Each signature must be acknowledged - See REVERSE HEREOF
Signed, sealed, and dated this 30th day of March, 1998
ATTEST MMH Holdings, Inc.
By: By: (Seal)
---------------------------- ------------------------------
Name & Title: Martin Ditkof, Name & Title: Michael Erwin, President
Secretary Address:
Morris Material Handling, Inc.
By: By: (Seal)
---------------------------- ------------------------------
Name & Title: Martin Ditkof, Name & Title: Michael Erwin, President
Secretary Address:
Morris Material Handling, Limited
By: By: (Seal)
---------------------------- ------------------------------
Name & Title: Martin Ditkof, Name & Title: Michael Erwin, Director
Director Address:
Hercules S.A. de C.V.
By: By: (Seal)
---------------------------- ------------------------------
Name & Title: David Smith, Name & Title: Michael Erwin, Director
Director Address:
PHMH Holding Company
By: /s/ Christine M. Weer By: /s/ Mary Alice Avery (Seal)
---------------------------- ------------------------------
Name & Title: Christine M. Weer Name & Title: Mary Alice Avery, Vice
Asst. Secretary President
Address: 3513 Concord Pike, Wilmington,
DE 19803
SPH Crane and Hoist, Inc.
By: By: (Seal)
---------------------------- ------------------------------
Name & Title: Martin Ditkof, Name & Title: Michael Erwin, President
Secretary Address:
Material Handling, LLC
By: By: (Seal)
---------------------------- ------------------------------
Name & Title: David Smith, Name & Title: Martin Ditkof, Manager
Manager Address:
MHE Canada, ULC
By: By: (Seal)
---------------------------- ------------------------------
Name & Title: David Smith, Name & Title: Martin Ditkof, Director
Officer Address:
RELIANCE SURETY COMPANY
By:
------------------------------
RELIANCE INSURANCE COMPANY
UNITED PACIFIC INSURANCE COMPANY
RELIANCE NATIONAL INDEMNITIY COMPANY
By:
-------------------------------
IMPORTANT: Print or type the name and address of each signatory to this
Agreement. Each signature must be acknowledged - See REVERSE HEREOF
INDIVIDUAL & PARTNERSHIP ACKNOWLEDGEMENT
State of New York ss.
County of New York
On this _________ day of ________, 19___ before me personally appeared
________ to be known and known to me to be the individual(s) described in and
who executed the foregoing Agreement and acknowledged that_______executed the
same for the purposes, considerations and uses therein set forth as _____ free
and voluntary act and deed.
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Notary Public, residing at
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(Commission expires
------------------)
CORPORATE ACKNOWLEDGEMENT
State of New York ss.
County of New York
On this 30th day of March, 1998 before me personally appeared Michael Erwin to
be known, who being by me duly sworn, did depose and say; that he resides in
Milwaukee, Wisconsin; that he is the President of the MMH Holdings, Inc. the
corporation described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to the said instrument
is such corporate seal; that it was so affixed by order of the Board of
Directors of the said MMH Holdings, Inc. corporation, and that he signed his
name to the said instrument by like order.
/s/ Karen L. Doerner
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Notary Public, residing at [ILLEGIBLE]
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(Commission expires
------------------)
[STAMP]
KAREN L. DOERNER
Notary Public, State of New York
No. 01D0502360
Qualified in Queens County
Certificate of Official
Character Filed in
New York County
Commission Expires Feb 14, 2000
CORPORATE ACKNOWLEDGEMENT
State of New York ss.
County of New York
On this 30th day of March, 1998 before me personally appeared Michael Erwin to
be known, who being by me duly sworn, did depose and say; that he resides in
Milwaukee, Wisconsin; that he is the President of the Morris Material Handling,
Inc. the corporation described in and which executed the foregoing instrument;
that he knows the seal of said corporation; that the seal affixed to the said
instrument is such corporate seal; that it was so affixed by order of the Board
of Directors of the said Morris Material Handling, Inc. corporation, and that he
signed his name to the said instrument by like order.
/s/ Karen L. Doerner
--------------------------------------
Notary Public, residing at [ILLEGIBLE]
-----------
(Commission expires
------------------)
[STAMP]
KAREN L. DOERNER
Notary Public, State of New York
No. 01D0502360
Qualified in Queens County
Certificate of Official
Character Filed in
New York County
Commission Expires Feb 14, 2000
CORPORATE ACKNOWLEDGEMENT
State of New York ss.
County of New York
On this 30th day of March, 1998 before me personally appeared Michael Erwin to
be known, who being by me duly sworn, did depose and say; that he resides in
Milwaukee, Wisconsin; that he is the President of the Morris Material Handling,
Inc. the corporation described in and which executed the foregoing instrument;
that he knows the seal of said corporation; that the seal affixed to the said
instrument is such corporate seal; that it was so affixed by order of the Board
of Directors of the said Morris Material Handling, Inc. corporation, and that he
signed his name to the said instrument by like order.
/s/ Karen L. Doerner
--------------------------------------
Notary Public, residing at [ILLEGIBLE]
-----------
(Commission expires
------------------)
[STAMP]
KAREN L. DOERNER
Notary Public, State of New York
No. 01D0502360
Qualified in Queens County
Certificate of Official
Character Filed in
New York County
Commission Expires Feb 14, 2000
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CORPORATE ACKNOWLEDGEMENT
State of New York ss.
County of New York
On this 30th day of March, 1998 before me personally appeared Michael Erwin to
be known, who being by me duly sworn did depose and say; that he resides in
Milwaukee, Wisconsin, that he is the President of the Hercules S.A. de C.V. the
corporation described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to the said instrument
is such corporate seal, that it was so affixed by order of the Board of
Directors of the said Hercules S.A. de C.V. corporation, and that he signed his
name to the said instrument by like order.
/s/ Karen L. Doerner
--------------------------------------
Notary Public, residing at [ILLEGIBLE]
-----------
(Commission expires
------------------)
[STAMP]
KAREN L. DOERNER
Notary Public, State of New York
No. 01D0502360
Qualified in Queens County
Certificate of Official
Character Filed in
New York County
Commission Expires Feb 14, 2000
CORPORATE ACKNOWLEDGEMENT
State of New York ss.
County of New York
On this 30th day of March, 1998 before me personally appeared Michael Erwin to
be known, who being by me duly sworn did depose and say; that he resides in
Milwaukee, Wisconsin, that he is the President of the PHMH Holding Company the
corporation described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to the said instrument
is such corporate seal; that it was so affixed by order of the Board of
Directors of the said PHMH Holding Company corporation, and that he signed his
name to the said instrument by like order.
/s/ Karen L. Doerner
--------------------------------------
Notary Public, residing at [ILLEGIBLE]
-----------
(Commission expires
------------------)
[STAMP]
KAREN L. DOERNER
Notary Public, State of New York
No. 01D0502360
Qualified in Queens County
Certificate of Official
Character Filed in
New York County
Commission Expires Feb 14, 2000
CORPORATE ACKNOWLEDGEMENT
State of ss.
County of
On this day of , 19 before me personally appeared Michael Erwin to
be known, who being by me duly sworn did depose and say; that he resides in
, that he is the President of the SPH Crane and Hoist, Inc.
the corporation described in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to the said
instrument is such corporate seal; that it was so affixed by order of the Board
of Directors of the said SPH Crane and Hoist, Inc. corporation, and that he
signed his name to the said instrument by like order.
--------------------------------------
Notary Public, residing at
-----------
(Commission expires
------------------)
7 of 16
CORPORATE ACKNOWLEDGEMENT
State of New York ss.
County of New York
On this 30th day of March, 1998 before me personally appeared Michael Erwin to
be known, who being by me duly sworn did depose and say; that he resides in
that he is the Director of the Hercules S.A. de C.V. the
corporation described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to the said instrument
is such corporate seal; that it was so affixed by order of the Board of
Directors of the said Hercules S.A. de C.V. corporation, and that he signed his
name to the said instrument by like order.
--------------------------------------
Notary Public, residing at
-----------
(Commission expires
------------------)
CORPORATE ACKNOWLEDGEMENT
State of Delaware ss.
County of New Castle
On this 30th day of March, 1998 before me personally appeared Michael Erwin to
be known, who being by me duly sworn did depose and say; that he resides in
Delaware that he is the Vice President of the PHMH Holding Company the
corporation described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to the said instrument
is such corporate seal; that it was so affixed by order of the Board of
Directors of the said PHMH Holding Company corporation, and that he signed his
name to the said instrument by like order.
/s/ Sharon T. Walsh
--------------------------------------
Notary Public, residing at
Wilmington, Delaware
(Commission expires 6/11/98)
[STAMP]
SHARON T. WALSH
NOTARY PUBLIC
STATE OF DELAWARE
My commission expires
June 11, 1998.
CORPORATE ACKNOWLEDGEMENT
State of New York ss.
County of New York
On this 30th day of March, 1998 before me personally appeared Michael Erwin to
be known, who being by me duly sworn did depose and say; that he resides in
, that he is the President of the SPH Crane and Hoist, Inc. the
corporation described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to the said instrument
is such corporate seal; that it was so affixed by order of the Board of
Directors of the said SPH Crane and Hoist, Inc. corporation, and that he signed
his name to the said instrument by like order.
/s/ Karen L. Doerner
--------------------------------------
Notary Public, residing at
Forest Hills, NY
(Commission expires
------------------)
7 of 16
CORPORATE ACKNOWLEDGEMENT
State of New York ss.
County of New York
On this 30th day of March, 1998 before me personally appeared Martin Ditkof to
be known, who being by me duly sworn did depose and say; that he resides in
Brookfield, Wisconsin, that he is the Manager of the Material Handling, LLC the
corporation described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to the said instrument
is such corporate seal; that it was so affixed by order of the Board of
Directors of the said Material Handling, LLC corporation, and that he signed his
name to the said instrument by like order.
/s/ Karen L. Doerner
--------------------------------------
Notary Public, residing at [ILLEGIBLE]
-----------
(Commission expires
------------------)
[STAMP]
KAREN L. DOERNER
Notary Public, State of New York
No. 01D0502360
Qualified in Queens County
Certificate of Official
Character Filed in
New York County
Commission Expires Feb 14, 2000
CORPORATE ACKNOWLEDGEMENT
State of New York ss.
County of New York
On this 30th day of March, 1998 before me personally appeared Martin Ditkof to
be known, who being by me duly sworn did depose and say; that he resides in
Brookfield, Wisconsin, that he is the Manager of the MHE Canada, ULC the
corporation described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to the said instrument
is such corporate seal; that it was so affixed by order of the Board of
Directors of the said MHE Canada, ULC corporation, and that he signed his name
to the said instrument by like order.
/s/ Karen L. Doerner
--------------------------------------
Notary Public, residing at
-----------
(Commission expires )
------------------
[STAMP]
KAREN L. DOERNER
Notary Public, State of New York
No. 01D0502360
Qualified in Queens County
Certificate of Official
Character Filed in
New York County
Commission Expires Feb 14, 2000
8 of 16
COPY OF RESOLUTION OF THE BOARD OF DIRECTORS
At a meeting of the Board of Directors of MMH Holding, Inc. duly called and held
on the _______day of ________, a quorum being present, the following Preamble
and Resolution was adopted:
"WHEREAS, this Company is beneficially and materially interested in the
transactions in which Morris Material Handling, Inc.; Morris Material Handling
Limited; Hercules S.A. de C.V.; PHMH Holding Company.; SPH Crane and Hoist,
Inc.; Material Handling, LLC.; MHE Canada, ULC.
has applied, or may hereafter apply to the RELIANCE SURETY COMPANY, RELIANCE
INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMPANY, and/or RELIANCE NATIONAL
INDEMNITY COMPANY for various bonds or undertakings, and
"WHEREAS, the RELIANCE SURETY COMPANY, RELIANCE INSURANCE COMPANY, UNITED
PACIFIC INSURANCE COMPANY, and/or RELIANCE NATIONAL INDEMNITY COMPANY is willing
to consider such bonds or undertakings as surety, upon being furnished with the
written indemnity of this Company, therefore be it
"RESOLVED that Michael Erwin President
----------- --------
of the Company is (are), hereby authorized to execute on behalf of the Company,
any agreement or agreements of indemnity required by the RELIANCE SURETY
COMPANY, RELIANCE INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMPANY, and/or
RELIANCE NATIONAL INDEMNITY COMPANY as a prerequisite to the execution by it of
the bonds or undertakings for Morris Material Handling, Inc.; Morris Material
Handling Limited; Hercules S.A. de C.V.; PHMH Holding Company.; SPH Crane and
Hoist, Inc.; Material Handling, LLC.; MHE Canada, ULC.
in connection with the matters or transactions described in the agreement of
indemnity required by said RELIANCE SURETY COMPANY, RELIANCE INSURANCE COMPANY,
UNITED PACIFIC INSURANCE COMPANY, and/or RELIANCE NATIONAL INDEMNITY COMPANY,
and the aforementioned representative(s) of the Company is (are) hereby
authorized to affix the corporate seal to such agreement of indemnity and
subscribe his (their) name(s) thereto, in behalf of the Company.
"BE IT FURTHER RESOLVED, that any prior acts of said officers or any
officers or representatives of this Company in executing said indemnity
agreement or agreements on behalf of the Company are hereby ratified."
I, Martin Ditkof, Secretary of MMH Holding, Inc. have compared the
foregoing Preamble and Resolution with the original thereof, as they appear on
the records of the meetings of the Board of Directors of said Company, and do
certify that the same is a correct and true transcript therefrom, and of the
whole of said original Preamble and Resolution.
Given under my hand and seal of the Company this 30th day of March, 1998.
/s/ Martin Ditkof
-------------------------
Martin Ditkof, Secretary
9 of 16
COPY OF RESOLUTION OF THE BOARD OF DIRECTORS
At a meeting of the Board of Directors of Morris Material Handling, Inc. duly
called and held on the _______day of ________, a quorum being present, the
following Preamble and Resolution was adopted:
"WHEREAS, this Company is beneficially and materially interested in the
transactions in which MMH Holdings.; Morris Material Handling Limited; Hercules
S.A. de C.V.; PHMH Holding Company.; SPH Crane and Hoist, Inc.; Material
Handling, LLC.; MHE Canada, ULC.
has applied, or may hereafter apply to the RELIANCE SURETY COMPANY, RELIANCE
INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMPANY, and/or RELIANCE NATIONAL
INDEMNITY COMPANY for various bonds or undertakings, and
"WHEREAS, the RELIANCE SURETY COMPANY, RELIANCE INSURANCE COMPANY, UNITED
PACIFIC INSURANCE COMPANY, and/or RELIANCE NATIONAL INDEMNITY COMPANY is willing
to consider such bonds or undertakings as surety, upon being furnished with the
written indemnity of this Company, therefore be it
"RESOLVED that Michael Erwin President
----------- --------
of the Company is (are), hereby authorized to execute on behalf of the Company,
any agreement or agreements of indemnity required by the RELIANCE SURETY
COMPANY, RELIANCE INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMPANY, and/or
RELIANCE NATIONAL INDEMNITY COMPANY as a prerequisite to the execution by it of
the bonds or undertakings for MMH Holdings.; Morris Material Handling Limited;
Hercules S.A. de C.V.; PHMH Holding Company.; SPH Crane and Hoist, Inc.;
Material Handling, LLC.; MHE Canada, ULC.
in connection with the matters or transactions described in the agreement of
indemnity required by said RELIANCE SURETY COMPANY, RELIANCE INSURANCE COMPANY,
UNITED PACIFIC INSURANCE COMPANY, and/or RELIANCE NATIONAL INDEMNITY COMPANY,
and the aforementioned representative(s) of the Company is (are) hereby
authorized to affix the corporate seal to such agreement of indemnity and
subscribe his (their) name(s) thereto, in behalf of the Company.
"BE IT FURTHER RESOLVED, that any prior acts of said officers or any
officers or representatives of this Company in executing said indemnity
agreement or agreements on behalf of the Company are hereby ratified."
I, Martin Ditkof, Secretary of Morris Material Handling, Inc. have
compared the foregoing Preamble and Resolution with the original thereof, as
they appear on the records of the meetings of the Board of Directors of said
Company, and do certify that the same is a correct and true transcript
therefrom, and of the whole of said original Preamble and Resolution.
Given under my hand and seal of the Company this 30th day of March, 1998.
/s/ Martin Ditkof
-------------------------
Martin Ditkof, Secretary
10 of 16
COPY OF RESOLUTION OF THE BOARD OF DIRECTORS
At a meeting of the Board of Directors of Morris Material Handling Limited, duly
called and held on the _______day of ________, a quorum being present, the
following Preamble and Resolution was adopted:
"WHEREAS, this Company is beneficially and materially interested in the
transactions in which MMH Holdings, Inc.; Morris Material Handling, Inc.;
Hercules S.A. de C.V.; PHMH Holding Company.; SPH Crane and Hoist, Inc.;
Material Handling, LLC.; MHE Canada, ULC.
has applied, or may hereafter apply to the RELIANCE SURETY COMPANY, RELIANCE
INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMPANY, and/or RELIANCE NATIONAL
INDEMNITY COMPANY for various bonds or undertakings, and
"WHEREAS, the RELIANCE SURETY COMPANY, RELIANCE INSURANCE COMPANY, UNITED
PACIFIC INSURANCE COMPANY, and/or RELIANCE NATIONAL INDEMNITY COMPANY is willing
to consider such bonds or undertakings as surety, upon being furnished with the
written indemnity of this Company, therefore be it
"RESOLVED that Michael Erwin Director
----------- --------
of the Company is (are), hereby authorized to execute on behalf of the Company,
any agreement or agreements of indemnity required by the RELIANCE SURETY
COMPANY, RELIANCE INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMPANY, and/or
RELIANCE NATIONAL INDEMNITY COMPANY as a prerequisite to the execution by it of
the bonds or undertakings for MMH Holdings, Inc.; Morris Material Handling,
Inc.; Hercules S.A. de C.V.; PHMH Holding Company.; SPH Crane and Hoist, Inc.;
Material Handling, LLC.; MHE Canada, ULC.
in connection with the matters or transactions described in the agreement of
indemnity required by said RELIANCE SURETY COMPANY, RELIANCE INSURANCE COMPANY,
UNITED PACIFIC INSURANCE COMPANY, and/or RELIANCE NATIONAL INDEMNITY COMPANY,
and the aforementioned representative(s) of the Company is (are) hereby
authorized to affix the corporate seal to such agreement of indemnity and
subscribe his (their) name(s) thereto, in behalf of the Company.
"BE IT FURTHER RESOLVED, that any prior acts of said officers or any
officers or representatives of this Company in executing said indemnity
agreement or agreements on behalf of the Company are hereby ratified."
I, Martin Ditkof, of Morris Material Handling Limited, have compared the
foregoing Preamble and Resolution with the original thereof, as they appear on
the records of the meetings of the Board of Directors of said Company, and do
certify that the same is a correct and true transcript therefrom, and of the
whole of said original Preamble and Resolution.
Given under my hand and seal of the Company this 30th day of March, 1998.
/s/ Martin Ditkof
-------------------------
Martin Ditkof, Director
11 of 16
COPY OF RESOLUTION OF THE BOARD OF DIRECTORS
At a meeting of the Board of Directors of Hercules S.A. de C.V., duly called and
held on the _______day of ________, a quorum being present, the following
Preamble and Resolution was adopted:
"WHEREAS, this Company is beneficially and materially interested in the
transactions in which MMH Holdings, Inc., Morris Material Handling, Inc.; Morris
Material Handling Limited; PHMH Holding Company.; SPH Crane and Hoist, Inc.;
Material Handling, LLC.; MHE Canada, ULC.
has applied, or may hereafter apply to the RELIANCE SURETY COMPANY, RELIANCE
INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMPANY, and/or RELIANCE
NATIONAL INDEMNITY COMPANY for various bonds or undertakings, and
"WHEREAS, the RELIANCE SURETY COMPANY, RELIANCE INSURANCE COMPANY, UNITED
PACIFIC INSURANCE COMPANY, and/or RELIANCE NATIONAL INDEMNITY COMPANY is willing
to consider such bonds or undertakings as surety, upon being furnished with the
written indemnity of this Company, therefore be it
"RESOLVED that Michael Erwin Director
----------- --------
of the Company is (are), hereby authorized to execute on behalf of the Company,
any agreement or agreements of indemnity required by the RELIANCE SURETY
COMPANY, RELIANCE INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMPANY, and/or
RELIANCE NATIONAL INDEMNITY COMPANY as a prerequisite to the execution by it of
the bonds or undertakings for MMH Holdings, Morris Material Handling, Inc.;
Morris Material Handling Limited; PHMH Holding Company.; SPH Crane and Hoist,
Inc.; Material Handling, LLC.; MHE Canada, ULC.
in connection with the matters or transactions described in the agreement of
indemnity required by said RELIANCE SURETY COMPANY, RELIANCE INSURANCE COMPANY,
UNITED PACIFIC INSURANCE COMPANY, and/or RELIANCE NATIONAL INDEMNITY COMPANY,
and the aforementioned representative(s) of the Company is (are) hereby
authorized to affix the corporate seal to such agreement of indemnity and
subscribe his (their) name(s) thereto, in behalf of the Company.
"BE IT FURTHER RESOLVED, that any prior acts of said officers or any
officers or representatives of this Company in executing said indemnity
agreement or agreements on behalf of the Company are hereby ratified."
I, David Smith, of Hercules S.A. de C.V., have compared the foregoing
Preamble and Resolution with the original thereof, as they appear on the records
of the meetings of the Board of Directors of said Company, and do certify that
the same is a correct and true transcript therefrom, and of the whole of said
original Preamble and Resolution.
Given under my hand and seal of the Company this 30th day of March 1998.
/s/ David Smith
-------------------------
David Smith, Director
12 of 16
COPY OF RESOLUTION OF THE BOARD OF DIRECTORS
At a meeting of the Board of Directors of PHMH Holding Company, duly called and
held on the _______day of ________, a quorum being present, the following
Preamble and Resolution was adopted:
"WHEREAS, this Company is beneficially and materially interested in the
transactions in which MMH Holdings, Inc.; Morris Material Handling, Inc.; Morris
Material Handling Limited; Hercules S.A. de C.V.; SPH Crane and Hoist, Inc.;
Material Handling, LLC.; MHE Canada, ULC.
has applied, or may hereafter apply to the RELIANCE SURETY COMPANY, RELIANCE
INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMPANY, and/or RELIANCE NATIONAL
INDEMNITY COMPANY for various bonds or undertakings, and
"WHEREAS, the RELIANCE SURETY COMPANY, RELIANCE INSURANCE COMPANY, UNITED
PACIFIC INSURANCE COMPANY, and/or RELIANCE NATIONAL INDEMNITY COMPANY is willing
to consider such bonds or undertakings as surety, upon being furnished with the
written indemnity of this Company, therefore be it
"RESOLVED that Michael Erwin President
----------- --------
of the Company is (are), hereby authorized to execute on behalf of the Company,
any agreement or agreements of indemnity required by the RELIANCE SURETY
COMPANY, RELIANCE INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMPANY, and/or
RELIANCE NATIONAL INDEMNITY COMPANY as a prerequisite to the execution by it of
the bonds or undertakings for MMH Holdings, Inc.; Morris Material Handling,
Inc.; Morris Material Handling Limited; Hercules S.A. de C.V.; SPH Crane and
Hoist, Inc.; Material Handling, LLC.; MHE Canada, ULC.
in connection with the matters or transactions described in the agreement of
indemnity required by said RELIANCE SURETY COMPANY, RELIANCE INSURANCE COMPANY,
UNITED PACIFIC INSURANCE COMPANY, and/or RELIANCE NATIONAL INDEMNITY COMPANY,
and the aforementioned representative(s) of the Company is (are) hereby
authorized to affix the corporate seal to such agreement of indemnity and
subscribe his (their) name(s) thereto, in behalf of the Company.
"BE IT FURTHER RESOLVED, that any prior acts of said officers or any
officers or representatives of this Company in executing said indemnity
agreement or agreements on behalf of the Company are hereby ratified."
I, Mary Alice Avery, Vice President of PHMH Holding Company, have compared
the foregoing Preamble and Resolution with the original thereof, as they appear
on the records of the meetings of the Board of Directors of said Company, and do
certify that the same is a correct and true transcript therefrom, and of the
whole of said original Preamble and Resolution.
Given under my hand and seal of the Company this 30th day of March 1998.
/s/ Mary Alice Avery
-------------------------
Mary Alice Avery, Vice President
13 of 16
COPY OF RESOLUTION OF THE BOARD OF DIRECTORS
At a meeting of the Board of Directors of SPH Crane and Hoist, Inc. duly called
and held on the _______day of ________, a quorum being present, the following
Preamble and Resolution was adopted:
"WHEREAS, this Company is beneficially and materially interested in the
transactions in which MMH Holdings, Inc., Morris Material Handling, Inc.; Morris
Material Handling Limited; Hercules S.A. de C.V.; PHMH Holding Company.; SPH
Crane and Hoist, Inc.; Material Handling, LLC.; MHE Canada, ULC.
has applied, or may hereafter apply to the RELIANCE SURETY COMPANY, RELIANCE
INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMPANY, and/or RELIANCE NATIONAL
INDEMNITY COMPANY for various bonds or undertakings, and
"WHEREAS, the RELIANCE SURETY COMPANY, RELIANCE INSURANCE COMPANY, UNITED
PACIFIC INSURANCE COMPANY, and/or RELIANCE NATIONAL INDEMNITY COMPANY is willing
to consider such bonds or undertakings as surety, upon being furnished with the
written indemnity of this Company, therefore be it
"RESOLVED that Michael Erwin President
----------- --------
of the Company is (are), hereby authorized to execute on behalf of the Company,
any agreement or agreements of indemnity required by the RELIANCE SURETY
COMPANY, RELIANCE INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMPANY, and/or
RELIANCE NATIONAL INDEMNITY COMPANY as a prerequisite to the execution by it of
the bonds or undertakings for MMH Holdings, Inc., Morris Material Handling,
Inc.; Morris Material Handling Limited; Hercules S.A. de C.V.; PHMH Holding
Company.; Material Handling, LLC.; MHE Canada, ULC.
in connection with the matters or transactions described in the agreement of
indemnity required by said RELIANCE SURETY COMPANY, RELIANCE INSURANCE COMPANY,
UNITED PACIFIC INSURANCE COMPANY, and/or RELIANCE NATIONAL INDEMNITY COMPANY,
and the aforementioned representative(s) of the Company is (are) hereby
authorized to affix the corporate seal to such agreement of indemnity and
subscribe his (their) name(s) thereto, in behalf of the Company.
"BE IT FURTHER RESOLVED, that any prior acts of said officers or any
officers or representatives of this Company in executing said indemnity
agreement or agreements on behalf of the Company are hereby ratified."
I, Martin Ditkof, Secretary of SPH Crane and Hoist, Inc. have compared the
foregoing Preamble and Resolution with the original thereof, as they appear on
the records of the meetings of the Board of Directors of said Company, and do
certify that the same is a correct and true transcript therefrom, and of the
whole of said original Preamble and Resolution.
Given under my hand and seal of the Company this 30th day of March, 1998.
/s/ Martin Ditkof
-------------------------
Martin Ditkof, Secretary
14 of 16
COPY OF RESOLUTION OF THE BOARD OF DIRECTORS
At a meeting of the Board of Directors of Material Handling, LLC, duly called
and held on the _______day of ________, a quorum being present, the following
Preamble and Resolution was adopted:
"WHEREAS, this Company is beneficially and materially interested in the
transactions in which MMH Holdings, Inc.; Morris Material Handling, Inc.; Morris
Material Handling Limited; Hercules S.A. de C.V.; PHMH Holding Company.; SPH
Crane and Hoist, Inc.; MHE Canada, ULC.
has applied, or may hereafter apply to the RELIANCE SURETY COMPANY, RELIANCE
INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMPANY, and/or RELIANCE NATIONAL
INDEMNITY COMPANY for various bonds or undertakings, and
"WHEREAS, the RELIANCE SURETY COMPANY, RELIANCE INSURANCE COMPANY, UNITED
PACIFIC INSURANCE COMPANY, and/or RELIANCE NATIONAL INDEMNITY COMPANY is willing
to consider such bonds or undertakings as surety, upon being furnished with the
written indemnity of this Company, therefore be it
"RESOLVED that Martin Ditkof Manager
----------- --------
of the Company is (are), hereby authorized to execute on behalf of the Company,
any agreement or agreements of indemnity required by the RELIANCE SURETY
COMPANY, RELIANCE INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMPANY, and/or
RELIANCE NATIONAL INDEMNITY COMPANY as a prerequisite to the execution by it of
the bonds or undertakings for MMH Holdings, Inc.; Morris Material Handling,
Inc.; Morris Material Handling Limited; Hercules S.A. de C.V.; PHMH Holding
Company.; SPH Crane and Hoist, Inc.; MHE Canada, ULC.
in connection with the matters or transactions described in the agreement of
indemnity required by said RELIANCE SURETY COMPANY, RELIANCE INSURANCE COMPANY,
UNITED PACIFIC INSURANCE COMPANY, and/or RELIANCE NATIONAL INDEMNITY COMPANY,
and the aforementioned representative(s) of the Company is (are) hereby
authorized to affix the corporate seal to such agreement of indemnity and
subscribe his (their) name(s) thereto, in behalf of the Company.
"BE IT FURTHER RESOLVED, that any prior acts of said officers or any
officers or representatives of this Company in executing said indemnity
agreement or agreements on behalf of the Company are hereby ratified."
I, David Smith, of Material Handling, LLC. have compared the foregoing
Preamble and Resolution with the original thereof, as they appear on the records
of the meetings of the Board of Directors of said Company, and do certify that
the same is a correct and true transcript therefrom, and of the whole of said
original Preamble and Resolution.
Given under my hand and seal of the Company this 30th day of March, 1998.
/s/ David Smith
-------------------------
David Smith, Manager
15 of 16
COPY OF RESOLUTION OF THE BOARD OF DIRECTORS
At a meeting of the Board of Directors of MHE Canada, ULC duly called and held
on the _______day of ________, a quorum being present, the following Preamble
and Resolution was adopted:
"WHEREAS, this Company is beneficially and materially interested in the
transactions in which MMH Holdings, Inc.; Morris Material Handling, Inc.; Morris
Material Handling Limited; Hercules S.A. de C.V.; PHMH Holding Company.; SPH
Crane and Hoist, Inc.; Material Handling, LLC.
has applied, or may hereafter apply to the RELIANCE SURETY COMPANY, RELIANCE
INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMPANY, and/or RELIANCE NATIONAL
INDEMNITY COMPANY for various bonds or undertakings, and
"WHEREAS, the RELIANCE SURETY COMPANY, RELIANCE INSURANCE COMPANY, UNITED
PACIFIC INSURANCE COMPANY, and/or RELIANCE NATIONAL INDEMNITY COMPANY is willing
to consider such bonds or undertakings as surety, upon being furnished with the
written indemnity of this Company, therefore be it
"RESOLVED that Martin Ditkof Director
----------- --------
of the Company is (are), hereby authorized to execute on behalf of the Company,
any agreement or agreements of indemnity required by the RELIANCE SURETY
COMPANY, RELIANCE INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMPANY, and/or
RELIANCE NATIONAL INDEMNITY COMPANY as a prerequisite to the execution by it of
the bonds or undertakings for MMH Holdings, Inc.; Morris Material Handling,
Inc.; Morris Material Handling Limited; Hercules S.A. de C.V.; PHMH Holding
Company.; SPH Crane and Hoist, Inc.; Material Handling, LLC.
in connection with the matters or transactions described in the agreement of
indemnity required by said RELIANCE SURETY COMPANY, RELIANCE INSURANCE COMPANY,
UNITED PACIFIC INSURANCE COMPANY, and/or RELIANCE NATIONAL INDEMNITY COMPANY,
and the aforementioned representative(s) of the Company is (are) hereby
authorized to affix the corporate seal to such agreement of indemnity and
subscribe his (their) name(s) thereto, in behalf of the Company.
"BE IT FURTHER RESOLVED, that any prior acts of said officers or any
officers or representatives of this Company in executing said indemnity
agreement or agreements on behalf of the Company are hereby ratified."
I, David Smith, of MHE Canada, ULC have compared the foregoing Preamble
and Resolution with the original thereof, as they appear on the records of the
meetings of the Board of Directors of said Company, and do certify that the same
is a correct and true transcript therefrom, and of the whole of said original
Preamble and Resolution.
Given under my hand and seal of the Company this 30th day of March 1998.
/s/ David Smith
-------------------------
David Smith, Officer
16 of 16