Exhibit
4.5(e)


 


FIFTH AMENDMENT


 


FIFTH
AMENDMENT (this “Amendment”), dated as of April 23, 2004, among THE
MANITOWOC COMPANY, INC., a Wisconsin corporation (the “Borrower”), the
lending institutions from time to time party to the Credit Agreement referred to
below (the “Lenders”) and DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a
Bankers Trust Company), as Administrative Agent (in such capacity, the “Administrative
Agent”). All capitalized terms used herein and not otherwise defined herein
shall have the respective meanings provided such terms in the Credit Agreement
referred to below.


 


W I  T  N  E  S  S
E  T  H:


 


WHEREAS,
the Borrower, the Lenders and the Administrative Agent are parties to a Credit
Agreement, dated as of May 9, 2001 (as amended, modified and/or supplemented
to, but not including, the date hereof, the “Credit Agreement”); and


 


WHEREAS,
subject to the terms and conditions of this Amendment, the parties hereto wish
to amend the Credit Agreement as herein provided;


 


NOW,
THEREFORE, it is agreed:


 


I.              Amendment
to Credit Agreement.


 


1.             Section
4.02(e) of the Credit Agreement is hereby amended by deleting in its entirety
the following text appearing in the first proviso to said Section 4.02(e):


 


“(other than cash
proceeds received from the Specified Asset Sales which shall be applied as
provided above in this Section 4.02(e) without regard to this proviso)”.


 


II.            Miscellaneous
Provisions.


 


1.             In
order to induce the Lenders to enter into this Amendment, the Borrower hereby
represents and warrants that:


 


(a)           no Default or Event of Default exists on
and as of the Fifth Amendment Effective Date, after giving effect this
Amendment; and


 


(b)           all of the representations and warranties
contained in the Credit Agreement and in the other Credit Documents are true
and correct in all material respects on and as of the Fifth Amendment Effective
Date, after giving effect to this Amendment, with the same effect as though
such representations and warranties had been made on and as of the Fifth
Amendment Effective Date (it being understood that any representation or


 





















 


warranty made as of a
specific date shall be true and correct in all material respects as of such
specific date).


 


2.             This
Amendment is limited as specified and shall not constitute a modifi­cation,
acceptance or waiver of any other provision of the Credit Agreement or any
other Credit Document.


 


3.             This
Amendment may be executed in any number of counterparts and by the different
parties hereto on separate counterparts, each of which counterparts when
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument. 
A complete set of counterparts shall be lodged with the Borrower and the
Administrative Agent.


 


4.             THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


5.             This
Amendment shall become effective on the date (the “Fifth Amendment Effective
Date”) when each of the Borrower and the Required Lenders shall have signed
a counterpart hereof (whether the same or different counterparts) and shall
have delivered (including by way of facsimile transmission) the same to the
Administrative Agent at its Notice Office.


 


6.             From
and after the Fifth Amendment Effective Date, all references in the Credit
Agreement and each of the other Credit Documents to the Credit Agreement shall
be deemed to be references to the Credit Agreement as modified hereby.


 


*          *          *


 


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IN
WITNESS WHEREOF, the parties hereto have caused their duly authorized officers
to execute and deliver this Amendment as of the date first above written.


 


 


	
   

  	
  THE MANITOWOC COMPANY,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Carl J. Laurino

  	
   

  
	
   

  	
   

  	
  Name: Carl J. Laurino

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and Chief

  	
   

  
	
   

  	
   

  	
   

  	
  Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  
	
   

  	
  AMERICAS (f/k/a Bankers Trust Company),

  
	
   

  	
  Individually and as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   /s/ Diane F.
  Rolfe

  	
   

  
	
   

  	
   

  	
  Name: Diane F. Rolfe

  	
   

  
	
   

  	
   

  	
  Title:
  Vice President