Exhibit 4.6


 


EXECUTION
VERSION


 


AMENDMENT NO. 1 TO


AMENDED AND RESTATED CREDIT AGREEMENT


 


This Amendment No. 1 to Amended and Restated Credit Agreement
(this “Amendment”) is entered into as of December 19, 2008 by and
among The Manitowoc Company, Inc., a Wisconsin corporation (the “Borrower”),
the Subsidiary Borrowers signatory hereto (together with the Borrower, the “Borrowers”),
JPMorgan Chase Bank, N.A., individually, as administrative agent (the “Administrative
Agent”) and as Collateral Agent, and the other financial institutions
signatory hereto.


 


RECITALS


 


A.                                   The Borrowers,
the Administrative Agent and the Lenders are party to that certain Amended and
Restated Credit Agreement dated as of August 25, 2008 (the “Credit
Agreement”).  Unless otherwise specified
herein, capitalized terms used in this Amendment shall have the meanings
ascribed to them by the Credit Agreement.


 


B.                                     The Borrowers,
the Administrative Agent and the undersigned Lenders wish to amend the Credit
Agreement on the terms and conditions set forth below.


 


Now,
therefore, in consideration of the mutual execution hereof and other good and
valuable consideration, the parties hereto agree as follows:


 


1.                                       Amendments
to Credit Agreement.  Upon the “Effective
Date” (as defined below), the Credit Agreement shall be amended as follows:


 


(a)                                  The
defined term “Adjusted LIBO Rate” in Section 1.01 of the Credit Agreement
is hereby deleted and replaced with the following:


 


“Adjusted LIBO Rate” means, with respect to any
Eurocurrency Borrowing (or, as applicable, for purposes of determining the
Alternate Base Rate with respect to any ABR Borrowing)  for
any Interest Period, an interest rate per annum (rounded upwards, if necessary,
to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate; provided that,
with respect to any Eurocurrency Borrowing denominated in a Foreign Currency,
the Adjusted LIBO Rate shall mean the LIBO Rate.


 


(b)                                 The
defined term “Alternate Base Rate” in Section 1.01 of the Credit Agreement
is hereby deleted and replaced with the following:


 


“Alternate Base Rate” means, for any day, a
rate per annum equal to the greatest of (a) the Prime Rate in effect on
such day, (b) the Base CD Rate in effect on such day plus 1%, (c) the
Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1% and (d) the



 

















 


Adjusted LIBO Rate for a one month Interest Period on
such day (or if such day is not a Business Day, the immediately preceding
Business Day) plus 1%, provided that, for the avoidance of doubt, the Adjusted
LIBO Rate for any day shall be based on the rate appearing on the Reuters BBA
Libor Rates Page 3750 (or on any successor or substitute page of such
page) at approximately 11:00 a.m. London time on such day.  Any change in the Alternate Base Rate due to
a change in the Prime Rate, the Base CD Rate, the Federal Funds Effective Rate
or the Adjusted LIBO Rate shall be effective from and including the effective
date of such change in the Prime Rate, the Base CD Rate, the Federal Funds
Effective Rate or the Adjusted LIBO Rate, respectively; provided, however, that in no event shall the Alternate
Base Rate with respect to the Term B Loan at any time be less than 4.50% per
annum.


 


(c)                                  The
defined term “Applicable Rate” in Section 1.01 of the Credit Agreement is
hereby deleted and replaced with the following:


 


“Applicable Rate” means, for any day, (a) with
respect to any ABR Loan or Eurocurrency Loan (other than the Term B Loan), or
with respect to the commitment fees payable hereunder, as the case may be, the
applicable rate per annum set forth in Schedule 1.01 under the caption “ABR
Spread”, “Eurocurrency Spread” or “Commitment Fee Rate”, as the case may be,
based upon the Consolidated Total Leverage Ratio; provided, however,
that for purposes of calculating the Applicable Rate with respect to ABR Loans
bearing interest at the rate determined pursuant to clause (d) of the
definition of Alternate Base Rate, the ABR Spread shall be additionally
increased by 0.50% and (b) with respect to the Term B Loan, (i) 3.50%
per annum with respect to Eurocurrency Loans and (ii) 2.00% per annum with
respect to ABR Loans; provided, however, that such rates with
respect to the Term B Loan shall be 3.25% per annum with respect to
Eurocurrency Loans and 1.75% per annum with respect to ABR Loans during any
time when either Level I Status or Level II Status (in each case as defined on
Schedule 1.01) exists, with such status being determined as set forth on
Schedule 1.01.


 


(d)                                 The
defined term “Foreign Subsidiary” in Section 1.01 of the Credit Agreement
is hereby deleted and replaced with the following:


 


“Foreign Subsidiary” means, as to any Person,
each subsidiary of such Person which is not a Domestic Subsidiary.  For the avoidance of doubt, Newco and the
Target shall be for all purposes hereof considered to be Foreign Subsidiaries.


 


(e)                                  The
defined term “French Pledge Agreements” in Section 1.01 of the Credit
Agreement is hereby deleted and replaced with the following:


 


2

















 


“French Pledge Agreements” means the Pledge
Agreement (Acte de Nantissement de Compte d’Instruments Financiers) by
Manitowoc FSG International Holdings, Inc. and the two Pledge Agreements
(Acte de Nantissement de Compte d’Instruments Financiers and Acte de
Nantissement de Parts Sociales) by Manitowoc France SAS, each dated as of the
Effective Date and made in favor of the Collateral Agent for the benefit of the
Secured Creditors.


 


(f)                                    The
defined term “LIBO Rate” in Section 1.01 of the Credit Agreement is hereby
deleted and replaced with the following:


 


“LIBO Rate” means, with respect to any
Eurocurrency Borrowing (or, as applicable, for purposes of determining the
Alternate Base Rate with respect to any ABR Borrowing) for any Interest Period,
the rate per annum determined by the Administrative Agent at approximately
11:00 a.m., London time, on the Quotation Day for such Interest Period by
reference to the British Bankers’ Association Interest Settlement Rates for
deposits in the currency of such Borrowing (as reflected on the applicable
Telerate screen page), for a period equal to such Interest Period; provided
that, to the extent that an interest rate is not ascertainable pursuant to the
foregoing provisions of this definition, the “LIBO Rate” shall be the rate at
which JPMorgan offers to place deposits in the currency of such Borrowing for
such Interest Period to first-class banks in the London interbank market at
approximately 11:00 a.m., London time, on the Quotation Day for such
Interest Period; and provided  further that in no event shall the
LIBO Rate with respect to the Term B Loan at any time be less than 3.00% per
annum.


 


(g)                                 The
defined term “Material Subsidiary” in Section 1.01 of the Credit Agreement
is hereby deleted and replaced with the following:


 


“Material Subsidiary” means a Subsidiary of the
Borrower (a) which has or acquires assets constituting more than the
greater of (i) .50% of the consolidated assets of the Borrower and its
consolidated subsidiaries and (ii) $20,000,000 or (b) which generated
more than 4% of Consolidated Net Income over the four fiscal quarter period
most recently ended prior to the time of computation, but excluding Grove
Australia Pty. Ltd; it
being understood that in calculating Consolidated Net Income for the purposes
of this definition, Consolidated Net Income shall (x) be calculated on a Pro
Forma Basis to give effect to (1) the Target and its Subsidiaries
acquired during or after such period pursuant to the Acquisition and not
subsequently sold or otherwise disposed of by the Borrower or any of its
Subsidiaries during or after such period, (2) any Acquired Entity or
Business acquired during or after such 


 


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period pursuant to a Permitted Acquisition and not
subsequently sold or otherwise disposed of by the Borrower or any of its
Subsidiaries during or after such period and (3) any Subsidiary or
business disposed of during or after such period by the Borrower or any of its
Subsidiaries and (y) exclude any gains or losses on foreign currency
transactions in connection with the Acquisition.


 


(h)                                 Section 1.01
of the Credit Agreement is amended by adding the following definitions in
appropriate alphabetical order:


 


“Alternate Currency Participation Exposure” means, for any
Lender at any time, its Alternate Currency Exposure minus the aggregate amount
of Alternate Currency Loans it holds directly.


 


“Defaulting Lender” means any Lender, as
determined by the Administrative Agent, that has (a) failed to fund any
portion of its Loans or participations in Letters of Credit, Swingline
Loans  or Alternate Currency Loans within
three Business Days of the date required to be funded by it hereunder, (b) notified
the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender,
the Alternate Currency Fronting Lender or any Lender in writing that it does
not intend to comply with any of its funding obligations under this Agreement
or has made a public statement to the effect that it does not intend to comply
with its funding obligations under this Agreement or under other agreements in
which it commits to extend credit, (c) otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid
by it hereunder within three Business Days of the date when due, unless the
subject of a good faith dispute, or (d) become the subject of a bankruptcy
or insolvency proceeding, or has had a receiver, conservator, trustee or
custodian appointed for it, or has taken any action in furtherance of, or
indicating its consent to, approval of or acquiescence in any such proceeding
or appointment.


 


“Permitted
Transactions” means transactions entered into to facilitate corporate
restructurings or lawful tax planning, in either event, otherwise permitted by
this Agreement, which transactions are comprised of either (a) loans,
capital contributions, or other transfers (in each case consisting exclusively
of book entries, cash (by wire or otherwise) or intercompany obligations and
not any other type of asset) by Credit Parties to External Subsidiaries but
only if the amount of such transfers is returned to a Domestic Credit Party (if
the initial Credit Party transferor was a Domestic Credit Party) or to any
Credit Party (if the initial Credit Party transferor was a Foreign Credit
Party) in the same form as made (i.e., a cash capital contribution shall be
returned in cash) 


 


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promptly, but
in no event later than the Business Day next following the date of the initial
transfer or (b) loans, capital contributions, or other transfers (in each
case consisting exclusively of book entries, cash (by wire or otherwise) or
intercompany obligations and not any other type of asset) by External
Subsidiaries to Credit Parties but only if the amount of such transfers is
returned to an External Subsidiary in the same form as made (i.e., a cash
capital contribution shall be returned in cash) promptly, but in no event later
than the Business Day next following the date of the initial transfer;
provided, however, that (A) if any of the foregoing transactions shall
involve transfers of funds from the Borrower or a Subsidiary to the Borrower or
any other Subsidiary, such transfers shall be accomplished by (i) book
entries on the accounts of the Borrower or such Subsidiary maintained with the
Administrative Agent or (ii) wire transfers to accounts of the Borrower or
such Subsidiary maintained with the Administrative Agent or its Affiliates; (B) such
transactions shall not be detrimental to the interests of the Lenders and  shall occur at a time when no Default shall
have occurred and be continuing; and (C) the Borrower has given the
Administrative Agent at least 10 days (or such lesser number of days as the
Administrative Agent may agree) prior written notice of its intent to engage in
or cause such transactions, accompanied by a reasonably detailed description of
same.




 “Restructuring
Transactions” means, collectively, the loans, forgivenesses of
Indebtedness, capital contributions and other transfers and investments
substantially as described on Schedule 1.05 hereto.


 


(i)                                     Article II
of the Credit Agreement is hereby amended by adding a new Section 2.23 as
follows:


 


SECTION 2.23.                 Defaulting
Lenders.


 


Notwithstanding
any provision of this Agreement to the contrary, if any Lender with a Revolving
Commitment or Revolving Credit Exposure becomes a Defaulting Lender, then the
following provisions shall apply for so long as such Lender is a Defaulting
Lender:


 


(a)                                  if
any Swingline Exposure, LC Exposure or Alternate Currency Participation
Exposure of such Lender exists at the time a Lender is a Defaulting Lender,  the
Applicable Borrower shall within one Business Day following notice by the
Administrative Agent (i) prepay such Swingline Exposure or, if agreed by
the Swingline Lender, cash collateralize the Swingline Exposure of the 


 


5

















 


Defaulting Lender on terms satisfactory to the
Swingline Lender, (ii) cash collateralize such Defaulting Lender’s LC
Exposure in accordance with the procedures set forth in Section 2.06(j) for
so long as such LC Exposure is outstanding and (iii) prepay all Alternate
Currency Exposure (other than Alternate Currency Borrowings as to which such
Lender is not a Participating Lender) or, if agreed by the Alternate Currency
Fronting Lender, cash collateralize the Alternate Currency Participation
Exposure of the Defaulting Lender on terms satisfactory to the Alternate
Currency Fronting Lender; and


 


(b)                                 the
Swingline Lender shall not be required to fund any Swingline Loan, the Issuing
Bank shall not be required to issue, amend or increase any Letter of Credit and
no Alternate Currency Lender shall be required to fund any Alternate Currency
Borrowing as to which such Defaulting Lender would be a Participating Lender
unless, in each case, the Swingline Lender, the Issuing Bank or the Alternate
Currency Fronting Lender, as applicable, is satisfied that cash collateral will
be provided by the Applicable Borrower in accordance with Section 2.23(a).


 


(j)                                     Section 2.20(b) of the
Credit Agreement is hereby deleted and replaced with the following:


 


(b)           If any Lender requests compensation
under Section 2.16, or if any of the Borrowers is required to pay any
additional amount to any Lender or any Governmental Authority for the account
of any Lender pursuant to Section 2.18, or if any Lender becomes a
Defaulting Lender, then the Borrower may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 9.04), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Borrower shall have received the
prior written consent of the Administrative Agent (and if a Revolving
Commitment is being assigned, the Issuing Bank), which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of
an amount equal to the outstanding principal of its Loans and participations in
LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder, from the assignee (to the extent
of such outstanding principal and accrued interest and fees) or the Borrower
(in the case of all other amounts) and (iii) in the case of any such
assignment resulting from a claim for compensation under Section 2.16 or
payments required to be made pursuant to 


 


6

















 


Section 2.18, such
assignment will result in a reduction in such compensation or payments.  A Lender shall not be required to make any
such assignment and delegation if, prior thereto, as a result of a waiver by
such Lender or otherwise, the circumstances entitling the Borrower to require
such assignment and delegation cease to apply.


 


(k)                                  The final sentence of Section 2.21(a) of
the Credit Agreement is hereby deleted and replaced with the following:


 


Upon any such designation of a Wholly-Owned Foreign
Subsidiary and the consent of each of the Lenders with a Revolving Commitment,
which will not be unreasonably withheld, such Subsidiary shall be a Subsidiary
Borrower hereunder (with the related rights and obligations) and shall be
entitled to request (i) Revolving
Loans, (ii) Alternate Currency Loans in one or more specified Alternate
Currencies from such Alternate Currency Lenders as shall agree to make
Alternate Currency Loans to such Subsidiary Borrower or (iii) a
combination of the foregoing, on and subject to the terms and conditions
of, and to the extent provided in, this Agreement; provided, however,
that if the Borrower so indicates in the applicable Designation Letter, the
Subsidiary Borrower may be entitled to request only Alternate Currency Loans,
in which case such Subsidiary Borrower shall then be entitled to request only
Alternate Currency Loans on and subject to the terms and conditions of, and to
the extent provided in, this Agreement and the consent to such designation of
only the Administrative Agent and the applicable Alternate Currency Lenders
shall be required.


 


(l)                                     The first sentence of Section 5.13(c) of
the Credit Agreement is hereby deleted and replaced with the following:


 


(c)                                  Without
limiting the provisions of Sections 5.10(c) or 5.13, the Borrower agrees
that within 60 days after the Initial Borrowing Date (and periodically
thereafter as the Administrative Agent may request) it will identify to the
Administrative Agent by written notice each Foreign Subsidiary that is a
Material Subsidiary  of the
Borrower which may (i) become a guarantor of some or all of the
Obligations, (ii) have 65% or more of its Equity Interests pledged to
secure some or all of the Obligations or (iii) pledge its assets to secure
some or all of the Obligations (each of the foregoing being “Credit Support”),
in each case (A) without having an adverse tax or other financial
consequence to the Borrower or any of its Subsidiaries in any material respect,
(B) solely to the extent any of the foregoing actions could not reasonably
be expected to result in personal liability to the directors of such Foreign
Subsidiary and 


 


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(C) solely to the extent any of the foregoing
actions are not otherwise prohibited by applicable law (any of the actions
described in (i) — (iii) above which do not have any of the
consequences described in (A) — (C) above being “Permitted Credit
Support”).


 


(m)                               Section 6.01(f) of the
Credit Agreement is hereby deleted and replaced with the following:


 


(f)                                    Indebtedness
of a Subsidiary of the Borrower acquired pursuant to the
Acquisition or a Permitted Acquisition (or Indebtedness assumed at
the time of the Acquisition or a Permitted
Acquisition of an asset securing such Indebtedness), provided that (i) such
Indebtedness was not incurred in connection with, or in anticipation or
contemplation of, the Acquisition or
such Permitted Acquisition, (ii) such Indebtedness does not constitute
debt for borrowed money, it being understood and agreed that Capital Lease
Obligations and purchase money Indebtedness shall not constitute debt for
borrowed money for purposes of this clause (ii) and (iii) the
aggregate principal amount of all Indebtedness permitted by this clause (f) to
be outstanding at any time shall not exceed $50,000,000 minus the aggregate
principal amount of Indebtedness outstanding under Section 6.01(s);


 


(n)                                 Section 6.01(n) of the Credit
Agreement is hereby deleted and replaced with
the following:


 


(n) Indebtedness consisting of guarantees (v) by
the Borrower of the pension obligations of Enodis Group Limited, (w) by
the Domestic Credit Parties of each other’s Indebtedness and lease and other
contractual obligations permitted under this Agreement, (x) by the Foreign
Credit Parties of each other’s and each Domestic Credit Party’s Indebtedness
and lease and other contractual obligations permitted under this Agreement, (y) by
External Subsidiaries of each other’s and each Credit Party’s Indebtedness and
lease and other contractual obligations permitted under this Agreement or (z) by
any Credit Party of any Indebtedness and lease and other contractual
obligations permitted under this Agreement of any External Subsidiary (or by
any Domestic Credit Party of any Indebtedness and lease and other contractual
obligations permitted under this Agreement of any Foreign Credit Party) so long
as the amount of such Guarantee under this clause (z), when aggregated with (1) the
aggregate outstanding principal amount of Intercompany Loans which are
restricted in amount by the proviso to Section 6.05(i) and (2) the
aggregate amount of contributions, capitalizations and debt forgiveness which
are 


 


8

















 


restricted in amount by the proviso to Section 6.05(j) and
which have theretofore been made and not repaid do not at any time exceed the
Dollar Equivalent of $80,000,000;


 


(o)                                 Section 6.01(r) of the
Credit Agreement is hereby deleted and replaced with the following:


 


(r)                                    Indebtedness
incurred in consummating the Funding Transactions, the Restructuring Transactions and the Permitted Transactions; and


 


(p)                                 Section 6.02(m) of the
Credit Agreement is hereby deleted and replaced with the following:


 


(m)                               Liens
on property or assets acquired pursuant to the Acquisition or a
Permitted Acquisition, or on property or assets of a Subsidiary of the Borrower
in existence at the time such Subsidiary is acquired pursuant to the Acquisition or a Permitted Acquisition; provided
that (i) any Indebtedness that is secured by such Liens is permitted to
exist under Section 6.01(f), (ii) such Liens are not created in
connection with, or in contemplation or anticipation of, the
Acquisition or such Permitted Acquisition and do not attach to any
other asset of the Borrower or any of its Subsidiaries and (iii) such
Liens secure no more than the aggregate principal amount of the Indebtedness,
if any, secured by such Liens on the date of the
Acquisition or the Permitted
Acquisition;


 


(q)                                 Section 6.03 of the Credit Agreement is
hereby amended by deleting the word “and” at the conclusion of subsection
6.03(a)(xix), replacing the “.” at the conclusion of subsection 6.03(a)(xx)
with “; or” and adding a new subsection 6.03(a)(xxi) as follows:


 


(xxi)                           the Borrower may transfer assets to any
Wholly-Owned Subsidiary of the Borrower, and any Wholly-Owned Subsidiary of the
Borrower may transfer assets to the Borrower or to any other Wholly-Owned
Subsidiary, in connection with the Restructuring Transactions and the Permitted
Transactions.


 


(r)                                    The second sentence of Section 6.04 of
the Credit Agreement is hereby deleted and replaced with the following:


 


Notwithstanding
clause (b) of this Section 6.04, other than in connection with the
Restructuring Transactions and the Permitted Transactions, a Foreign Credit
Party may not pay any dividend to an External Subsidiary unless (x) such
dividend is substantially contemporaneously therewith directly or indirectly
remitted as a dividend or distribution to a Domestic Credit Party, (y) such
dividend is in the form of an intercompany note payable of such 


 


9

















 


Foreign Credit
Party which is subordinated on terms satisfactory to the Administrative Agent
to the obligations of such Foreign Credit Party under the Credit Documents (a “Dividend
Note”) or (z) at the time such dividend is paid no Default has
occurred and is continuing and, after giving effect to such dividend, the “Outflow
Amount” (as defined below) does not exceed €30,000,000.


 


(s)                                  Section 6.05(i) of the
Credit Agreement is hereby deleted and replaced with the following:


 


(i)                                     the
Borrower and its Wholly-Owned Subsidiaries may make intercompany loans and
advances between and among one another (collectively, “Intercompany Loans”);
provided that (I) at no time shall the sum of (A) the
aggregate outstanding principal amount of all Intercompany Loans (excluding
Intercompany Loans outstanding on the Effective Date and set forth on Schedule
1.02 and Intercompany Loans permitted by 6.05(o)) made pursuant to this clause (i) by
Credit Parties to External Subsidiaries or by Domestic Credit Parties to
Foreign Credit Parties, plus (B) the aggregate amount of contributions,
capitalizations and forgiveness (excluding any contributions, capitalizations
and forgivenesses permitted by Section 6.05(o))  theretofore
made by Credit Parties to (or in respect of) External Subsidiaries and by
Domestic Credit Parties to (or in respect of) Foreign Credit Parties, in each
case pursuant to Section 6.05(j) (net of cash equity returns), plus (C) the
outstanding amount of Guarantees issued pursuant to Section 6.01(n)(z) exceed
the Dollar Equivalent of $80,000,000 (determined without regard to any
write-downs or write-offs of such Intercompany Loans), (II) no
Intercompany Loans may be made by a Credit Party to an External Subsidiary or
by a Domestic Credit Party to a Foreign Credit Party at a time that an Event of
Default exists and is continuing, (III) any such Intercompany Loan made by
a Credit Party shall be evidenced by an Intercompany Note which shall be
pledged to the Collateral Agent to the extent required pursuant to the US
Pledge Agreement, and (IV) each Intercompany Loan made to any Credit Party
by an External Subsidiary shall include (or, if not evidenced by an
Intercompany Note, the books and records of the respective parties shall note
that such Intercompany Loan shall be subject to) the subordination provisions
attached as Annex A to the form of Intercompany Note;


 


(t)            Section 6.05(j) of
the Credit Agreement is hereby deleted and replaced with the following:


 


(j)                                     the
Borrower and its Wholly-Owned Subsidiaries may make cash capital contributions
to their respective Wholly-Owned Subsidiaries, and may capitalize or forgive
any Indebtedness owed


 


10
















 


to them by a Wholly-Owned
Foreign Subsidiary or a
Wholly-Owned Domestic Subsidiary and outstanding under clause (i) of
this Section 6.05; provided that (I) at no time shall the sum
of (A) the aggregate amount of such contributions, capitalizations and forgiveness
(excluding any contributions, capitalizations and forgivenesses permitted by Section 6.05(o))
made by Credit Parties to External Subsidiaries or by Domestic Credit Parties
to Foreign Credit Parties (net of cash equity returns), plus (B) the
aggregate outstanding principal amount of Intercompany Loans (excluding
Intercompany Loans outstanding on the Effective Date and set forth on Schedule
1.02 and Intercompany Loans permitted by 6.05(o)) made by Credit Parties to
External Subsidiaries and by Domestic Credit Parties to Foreign Credit Parties,
in each case pursuant to Section 6.05(i) (determined without regard
to any write-downs or write-offs thereof), plus (C) the outstanding amount
of Guarantees issued pursuant to Section 6.01(n)(z), exceed the Dollar
Equivalent of $80,000,000, (II) Credit Parties may only make capital
contributions to, and capitalize or forgive any Indebtedness owed to them by, a
Wholly-Owned Foreign Subsidiary pursuant to this clause (j) to the extent (A) required
to comply with any thin capitalization rules applicable to such
Wholly-Owned Foreign Subsidiary or (B) that the making of Intercompany
Loans to such Wholly-Owned Foreign Subsidiary would have adverse tax
consequences to the Credit Party making the same, and (III) no such contributions,
capitalizations or forgivenesses may be made by a Credit Party to a External
Subsidiary or by a Domestic Credit Party to a Foreign Credit Party at any time
that an Event of Default exists and is continuing;


 


(u)           Section 6.05(k) of
the Credit Agreement is hereby deleted and replaced with the following:


 


(k)           the Borrower and its Subsidiaries may
make transfers of assets among the Borrower and its Subsidiaries as permitted
by Sections 6.03(a)(ix), (x), (xi) and (xxi);


 


(v)           Section 6.05(o) of
the Credit Agreement is hereby deleted and replaced with the following:


 


(o)           the Borrower and its Subsidiaries may
consummate the Funding Transactions, the Restructuring Transactions and the
Permitted Transactions (subject, in the case of Intercompany Loans with respect
to the Restructuring Transactions and the Permitted Transactions, to the
requirements of clauses (II), (III) and (IV) of Section 6.05(i)).


 


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(w)          Section 6.09(a) of
the Credit Agreement is hereby deleted and replaced with the following:


 


(a)           make (or give any notice in respect
of) any voluntary or optional payment or prepayment on or redemption or
acquisition for value of, or any prepayment or redemption as a result of any
asset sale, change of control or similar event of (including in each case,
without limitation, by way of depositing with the trustee with respect thereto
or any other Person money or securities before due for the purpose of paying
when due), (i) any Indebtedness (other than the Obligations) unless no
Default has occurred and is continuing, (ii) any Indebtedness which is
subordinated to any of the Obligations (other than Intercompany Loans)  or (iii) any Senior Notes unless the Consolidated
Total Leverage Ratio immediately prior to and after giving effect to making
such payment is less than 2.00 to 1.00;


 


(x)            The
second sentence of the final paragraph of Section 8.01 of the Credit
Agreement is hereby deleted and replaced with the following:


 


Each of the Administrative Agent, the Collateral Agent and the UK
Security Trustee shall also be authorized, on behalf of the Lenders, to (i) enter
into such amendments of the Security Documents and to enter into such
agreements (including intercreditor agreements but excluding any releases of
Collateral not otherwise authorized hereby) as, in either case, it deems
necessary or appropriate in connection with a Permitted Securitization and (ii) execute
releases of Collateral being transferred from the Borrower or a Subsidiary
to the Borrower or a Subsidiary in a transaction permitted hereby and in
connection with which such Collateral is substantially contemporaneously
repledged (with the same priority as the released pledge or security interest)
to the Administrative Agent, the Collateral Agent  or  the UK
Security Trustee, as applicable, for the benefit of the Secured Creditors.


 


(y)           A
new Schedule 1.05 to the Credit Agreement is hereby added to the Credit
Agreement in the form of Schedule 1.05 attached hereto.


 


2.             Confirmation.  For the avoidance of doubt, the parties
confirm and agree that the term “Other Creditor” and “Secured Creditor” as used
in the US Security Agreement and the other Security Documents shall include
Lenders and their Affiliates which were party to Swap Agreements or Bank Product
Agreements (as defined in the US Security Agreement) in existence as of the
Effective Date or the Restatement Date.


 


3.             Representations
and Warranties of the Borrowers.  The
Borrowers represent and warrant that:


 


12

















 


(a)           The execution,
delivery and performance by the Borrowers of this Amendment have been duly
authorized by all necessary corporate action and that this Amendment is a
legal, valid and binding obligation of the Borrowers enforceable against the
Borrowers in accordance with its terms, except as the enforcement thereof may
be subject to  the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar law
affecting creditors’ rights generally;


 


(b)           Each of the representations
and warranties contained in the Credit Agreement is true and correct in all
material respects (except that any representation or warranty which is already
qualified as to materiality or by reference to Material Adverse Effect is true
and correct in all respects) on and as of the date hereof (other than
representations and warranties that relate solely to an earlier date);


 


(c)           After giving effect
to this Amendment, no Default has occurred and is continuing.


 


4.             Effective
Date.  This Amendment shall become
effective upon the execution and delivery hereof by the Borrowers, the
Administrative Agent and the Required Lenders (without respect to whether it
has been executed and delivered by all the Lenders); provided that Sections 1
and 2 hereof shall not become effective until the date (the “Effective Date”)
when the following additional conditions have also been satisfied:


 


(a)           The execution and
delivery by Kysor Nevada Holding Corp. of a joinder to the Subsidiary Guaranty
and the US Security Agreement, in form and substance acceptable to the
Administrative Agent.


 


(b)           Each of the Credit
Parties shall have executed and delivered to the Administrative Agent a
Reaffirmation of Guaranty and Collateral Documents in the form of Exhibit A
hereto.


 


(c)           The Administrative Agent shall have
received an executed legal opinion from Foley & Lardner LLP in form
and substance satisfactory to the Administrative Agent.  The Borrower hereby requests such counsel to
deliver such opinion.


 


(d)           The Borrowers shall
have provided such other corporate and other certificates, opinions, documents,
instruments and agreements as the Administrative Agent may reasonably request.


 


The Administrative
Agent shall notify the Borrower and the Lenders promptly of the occurrence of
the Effective Date and such notice shall be conclusive and binding on all
parties hereto.  In the event
the Effective Date has not occurred on or before December 19, 2008,
Sections 1 and 2 hereof shall not become operative and shall be of no force or
effect.


 


13

















 


5.             Reference
to and Effect Upon the Credit Agreement.


 


(a)           Except as
specifically amended or waived above, the Credit Agreement and the other Credit
Documents shall remain in full force and effect and are hereby ratified and
confirmed in all respects.


 


(b)           The execution,
delivery and effectiveness of this Amendment shall not operate as a waiver of
any right, power or remedy of the Administrative Agent, the Collateral Agent or
any Lender under the Credit Agreement or any other Credit Document, nor
constitute a waiver of any provision of the Credit Agreement or any other
Credit Document, except as specifically set forth herein.  Upon the effectiveness of this Amendment,
each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”,
“herein” or words of similar import shall mean and be a reference to the Credit
Agreement as amended hereby.


 


(c)           This Amendment shall
be deemed to be a Credit Document for all purposes of the Credit Documents.


 


6.             Costs
and Expenses.  The Borrower hereby
affirms its obligations under Section 9.03 of the Credit Agreement to
reimburse the Administrative Agent for all reasonable out-of-pocket expenses
incurred by the Administrative Agent in connection with the preparation, negotiation,
execution and delivery of this Amendment, including but not limited to the
reasonable fees, charges and disbursements of attorneys for the Administrative
Agent with respect thereto.


 


7.             Governing
Law.  This Agreement shall be
construed in accordance with and governed by the law (without regard to
conflict of law provisions) of the State of New York.


 


8.             Headings.  Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purposes.


 


9.             Counterparts.  This Amendment may be executed in any number
of counterparts, each of which when so executed shall be deemed an original but
all such counterparts shall constitute one and the same instrument.


 


[SIGNATURE PAGES FOLLOW]


 


14

















 


IN WITNESS WHEREOF, the
parties have executed this Amendment as of the date and year first above
written.


 


	
   

  	
  THE MANITOWOC COMPANY,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MANITOWOC EMEA HOLDING
  SARL

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MANITOWOC HOLDING ASIA SAS

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


[Amendment No. 1 to
Amended and Restated Credit Agreement]


 

















 


	
   

  	
  JPMORGAN CHASE BANK, N.A.,
  individually and as Administrative Agent and Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


[Amendment No. 1 to
Amended and Restated Credit Agreement]


 

















 


	
   

  	
  DEUTSCHE BANK AG NEW YORK
  BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


[Amendment No. 1 to
Amended and Restated Credit Agreement]


 

















 


	
   

  	
  MORGAN STANLEY SENIOR
  FUNDING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


[Amendment No. 1 to
Amended and Restated Credit Agreement]


 

















 


	
   

  	
  BNP PARIBAS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


[Amendment No. 1 to
Amended and Restated Credit Agreement]


 

















 


	
   

  	
  [ADDITIONAL LENDER
  SIGNATURE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


[Amendment No. 1 to
Amended and Restated Credit Agreement]


 
















 


Schedule 1.05


 


RESTRUCTURING TRANSACTIONS


 


The Borrower
and its Subsidiaries intend to engage in a number of intercorporate
transactions to integrate the corporate structure of Enodis Ltd. (“Enodis”) and
its subsidiaries with the existing corporate structure of the Borrower and its
pre-existing Subsidiaries, and to maximize the financial performance of the
Borrower and its Subsidiaries on a consolidated basis.


 


1.                                       Repayment
of Enodis’s Private Placement and Revolving Credit Agreement Obligations.


 


Shortly after
the funding of the Loans under the Credit Agreement, the Borrower provided $235
million and £86 million to Enodis  to enable
Enodis to pay off the Target Debt, as required by the Credit Agreement.  The Borrower proposes to characterize these
transfers of funds as loans to Enodis, rather than as capital contributions, as
of the Effective Date of Amendment No. 1 to Amended and Restated Credit
Agreement.  These loans will be payable
in pounds and will total £235.128 million.


 


2.                                       Buyout
of the Enodis Stock Options Held by Employees of Enodis.


 


Shortly after
the funding of the Loans under the Credit Agreement, the Borrower provided
£10,665,282.93 to Enodis Holdings Ltd. and $54,123,679.36 to Enodis Corporation
to buy out the Enodis stock options held by employees of Enodis as required in
connection with the acquisition transaction. 
The Borrower proposes to characterize these transfers of funds as loans
rather than as capital contributions, as of the Effective Date of Amendment No. 1
to Amended and Restated Credit Agreement.


 


3.                                       German
Restructuring.


 


The Borrower
proposes to combine the German subsidiaries of Enodis with the pre-existing
German subsidiaries of the Borrower, both to rationalize the corporate
organization and to permit the filing of a consolidated income tax return in
Germany.  As part of that transaction,
the Borrower would contribute to Manitowoc Finance (Luxembourg) S.a.r.l.
approximately £203 million of its notes receivable from Enodis.


 


4.                                       U.S.
Restructuring.


 


The U.S.
Subsidiaries of Enodis are currently owned by foreign entities.  The Borrower proposes to bring the Domestic
Subsidiaries of Enodis under the direct ownership of the Borrower and its
pre-existing Domestic Subsidiaries, without the intervention of any foreign
entities.  This will rationalize the
business organization; allow the Borrower and all of the Domestic Subsidiaries
to file a single consolidated federal income tax return in the United States,
and permit the pledge of 100% of the stock of these entities to the Lenders.


 

















 


As part of
those transaction, Boek- en Offset Drukkerij Kuyte BV, which is a Foreign
Subsidiary, would sell its shares of Enodis Holdings Inc. to the Borrower or a
Domestic Subsidiary of the Borrower in exchange for an intercompany note for
£840 million.  After a series of
intermediate steps, this note will be transferred to the Borrower and its
Domestic Subsidiaries and eliminated.


 


5.                                       Enodis
Intercompany Loan Transactions.


 


The Borrower
proposes to finalize the journal entries for several non-cash transactions to
settle intercompany loans involving the Target and its Subsidiaries as of the
Effective Date of Amendment No. 1 to Amended and Restated Credit
Agreement.  The net effect of these
transactions is to increase the assets of the U.S. Subsidiaries of the Target.


 


6.                                       French
Thin Capitalization Planning.


 


The Borrower
and Subsidiaries intend to enter into a series of transactions which will
result in Manitowoc France SAS becoming liable for a payable in the amount of €178
million, which was previously owed by Manitowoc Holding Asia SAS, which is a
Subsidiary Borrower.


 


7.                                       Sale
of Ice Business.


 


The Borrower
will be required by the antitrust authorities to sell certain subsidiaries in
the ice business.  These sales are described
as Divestiture Transactions in the Credit Agreement.  The Subsidiaries to be sold are parties to
intercompany loan transactions with other subsidiaries of the Borrower.  The Borrower proposes to arrange for the
payment, forgiveness, or other settlement of these intercompany loan
transactions shortly before the required Divestiture Transactions take place.


 

















 


EXHIBIT A


 


REAFFIRMATION OF GUARANTY
AND COLLATERAL DOCUMENTS


 


Each of the undersigned acknowledges receipt
of a copy of that certain Amendment No. 1 to Amended and Restated Credit
Agreement dated as of the date hereof (the “Amendment”) relating to the
Credit Agreement dated as of August 25, 2008 (the “Credit Agreement”)
referred to therein, consents to the Amendment and each of the transactions
referenced therein, hereby (i) reaffirms its obligations under the
Subsidiary Guaranty, the Parent Guaranty and each other Security Document to
which it is a party and agrees that all references in any such other Credit
Document to the “Credit Agreement” shall mean and be a reference to the Credit
Agreement as amended by the Amendment and (ii) confirms and acknowledges
its agreement to the matters set forth in Section 2 of the Amendment.  Capitalized terms used herein, but not
otherwise defined herein, shall have the meanings ascribed to such terms in the
Credit Agreement, as amended by the Amendment.


 


Dated as of December 19, 2008


 


	
   

  	
  THE MANITOWOC COMPANY,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MANITOWOC EMEA HOLDING
  SARL

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MANITOWOC HOLDING ASIA SAS

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MANITOWOC CRANE COMPANIES, INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


	
   

  	
  MANITOWOC FOODSERVICE COMPANIES, INC.

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MANITOWOC MARINE GROUP LLC

  
	
   

  	
   

  
	
   

  	
  By: The Manitowoc Company, Inc., its sole
  managing member

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MANITOWOC CRANES, INC.

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GROVE U.S. L.L.C.

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MANITOWOC FSG HOLDINGS, INC.

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MANITOWOC FP, INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MANITOWOC FSG OPERATIONS, INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


[Reaffirmation of
Guaranty and Collateral Documents]


 

















 


	
   

  	
  MMG HOLDING CO., LLC

  
	
   

  	
   

  
	
   

  	
  By: The Manitowoc Company, Inc., its sole managing
  member

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MARINETTE MARINE CORPORATION

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MCCANN’S ENGINEERING & MANUFACTURING CO.,
  LLC

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MANITOWOC FRANCE SAS

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MANITOWOC FSG INTERNATIONAL HOLDINGS, INC. (f/k/a
  North Central Crane & Excavator Sales Corp.)

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MCCALL REFRIGERATION, INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


[Reaffirmation of Guaranty and Collateral Documents]