Exhibit
10.12(b)


 


EXECUTION COPY


 


AMENDMENT
NO. 4 TO AMENDED AND

RESTATED RECEIVABLES PURCHASE AGREEMENT


 


This AMENDMENT NO. 4 TO AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT, dated as of June 29, 2009 (this “Amendment”),
is by and among MANITOWOC FUNDING, LLC, as Seller, THE MANITOWOC COMPANY, INC.,
as Servicer, HANNOVER FUNDING COMPANY LLC, as Purchaser, and NORDDEUTSCHE
LANDESBANK GIROZENTRALE, as Agent.


 


WHEREAS, the parties hereto are parties to
that certain Amended and Restated Receivables Purchase Agreement, dated as of December
21, 2006 (as amended, supplemented or otherwise modified from time to time, the
“Agreement”); and


 


WHEREAS, the parties hereto desire to amend
the Agreement as set forth herein;


 


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:


 


SECTION 1.           Definitions. 
Capitalized terms defined in the Agreement and used but not otherwise
defined herein shall have the meanings assigned thereto in the Agreement.


 


SECTION 2.           Amendments.  The Agreement
is hereby amended as follows:


 


(a)           The definition of “Credit Agreement”
set forth in Exhibit I to the Agreement is amended by replacing the
date “November 6, 2008” where it appears therein with the date “June 12,
2009”.


 


(b)           The following new defined term is hereby
added to Exhibit I to the Agreement in appropriate alphabetical
order:


 


“Consolidated
Senior Secured Leverage Ratio” has the meaning set forth in the Credit
Agreement, without giving effect to any amendment, amendment and restatement,
supplement or other modification to the Credit Agreement (unless such
amendment, amendment and restatement, supplement or other modification has been
consented to in writing by the Agent).


 


(c)           The following defined term is hereby
deleted from Exhibit I to the Agreement:


 


“Consolidated Senior Leverage Ratio” has the meaning set forth
in the Credit Agreement, without giving effect to any amendment, amendment and
restatement, supplement or other modification to the Credit Agreement (unless
such amendment, amendment and restatement, supplement or other modification has
been consented to in writing by the Agent).


 

















 


(d)           Clause (s) of Exhibit IV to the Agreement is
replaced in its entirety with the following:


 


(s)           Financial Covenants.


 


(i)            Maximum Consolidated Total Leverage Ratio. 
The Servicer will cause the Consolidated Total Leverage Ratio at all
times during the fiscal quarters of the Servicer set forth below to be less
than the ratio set forth opposite such fiscal quarter below:


 


	
  Fiscal Quarter Ending

  	
   

  	
  Ratio

  
	
   

  	
   

  	
   

  
	
  June 30, 2009

  	
   

  	
  5.25:1.00

  
	
  September 30, 2009

  	
   

  	
  6.625:1.00

  
	
  December 31, 2009

  	
   

  	
  7.125:1.00

  
	
  March 31, 2010

  	
   

  	
  7.375:1.00

  
	
   

  	
   

  	
   

  
	
  June 30, 2010

  	
   

  	
  7.375:1.00

  
	
  September 30, 2010

  	
   

  	
  6.75:1.00

  
	
  December 31, 2010

  	
   

  	
  6.25:1.00

  
	
  March 31, 2011

  	
   

  	
  6.25:1.00

  
	
   

  	
   

  	
   

  
	
  June 30, 2011

  	
   

  	
  6.00:1.00

  
	
  September 30, 2011

  	
   

  	
  5.75:1.00

  
	
  December 31, 2011

  	
   

  	
  5.125:1.00

  
	
  March 31, 2012

  	
   

  	
  5.00:1.00

  
	
   

  	
   

  	
   

  
	
  June 30, 2012

  	
   

  	
  4.50:1.00

  
	
  September 30, 2012

  	
   

  	
  4.00:1.00

  
	
  December 31, 2012, and thereafter

  	
   

  	
  3.50:1.00

  



 


(ii)           Maximum Consolidated Senior Secured
Leverage Ratio.
The Servicer will cause the Consolidated Senior Secured Leverage Ratio at all
times during the fiscal quarter of the Servicer set forth below to be less than
the ratio set forth opposite such fiscal quarter below:


 


	
  Fiscal Quarter Ending

  	
   

  	
  Ratio

  
	
   

  	
   

  	
   

  
	
  June 30, 2011

  	
   

  	
  5.25:1.00

  
	
  September 30, 2011

  	
   

  	
  5.25:1.00

  
	
  December 31, 2011

  	
   

  	
  4.50:1.00

  
	
  March 31, 2012

  	
   

  	
  4.50:1.00

  
	
   

  	
   

  	
   

  
	
  June 30, 2012

  	
   

  	
  4.00:1.00

  
	
  September 30, 2012

  	
   

  	
  4.00:1.00

  
	
  December 31, 2012, and thereafter

  	
   

  	
  3.50:1.00

  



 


2

















 


(iii)          Minimum Consolidated Interest Coverage
Ratio.  The Servicer will not permit the Consolidated
Interest Coverage Ratio for any fiscal quarter of the Servicer set forth below
to be less than or equal to the ratio set forth opposite such fiscal quarter
below:


 


	
  Fiscal Quarter Ending

  	
   

  	
  Ratio

  
	
   

  	
   

  	
   

  
	
  June 30, 2009

  	
   

  	
  2.75:1.00

  
	
  September 30, 2009

  	
   

  	
  2.25:1.00

  
	
  December 31, 2009

  	
   

  	
  1.875:1.00

  
	
  March 31, 2010

  	
   

  	
  1.875:1.00

  
	
   

  	
   

  	
   

  
	
  June 30, 2010

  	
   

  	
  2.00:1.00

  
	
  September 30, 2010

  	
   

  	
  2.125:1.00

  
	
  December 31, 2010

  	
   

  	
  2.125:1.00

  
	
  March 31, 2011

  	
   

  	
  2.125:1.00

  
	
   

  	
   

  	
   

  
	
  June 30, 2011

  	
   

  	
  2.25:1.00

  
	
  September 30, 2011

  	
   

  	
  2.30:1.00

  
	
  December 31, 2011

  	
   

  	
  2.40:1.00

  
	
  March 31, 2012

  	
   

  	
  2.625:1.00

  
	
   

  	
   

  	
   

  
	
  June 30, 2012

  	
   

  	
  2.75:1.00

  
	
  September 30, 2012, and thereafter

  	
   

  	
  3.00:1.00

  



 


SECTION 3.           Representations and Warranties. 
On the date hereof, each of the Seller and Manitowoc hereby represents
and warrants (as to itself) to the Purchaser and the Agent as follows:


 


(a)           after giving effect to this Amendment, no
event or condition has occurred and is continuing which constitutes a
Termination Event or Unmatured Termination Event;


 


(b)           after giving effect to this Amendment,
the representations and warranties of such Person set forth in the Agreement
and each other Transaction Document are true and correct as of the date hereof,
as though made on and as of such date (except to the extent such
representations and warranties relate solely to an earlier date and then as of
such earlier date); and


 


(c)           this Amendment constitutes the valid and
binding obligation of such Person, enforceable against such Person in
accordance with its terms.


 


In addition to the foregoing, the Servicer
represents and warrants to the Seller, the Purchaser and the Agent that that
certain Amendment No. 2 to the Credit Agreement has become effective in
accordance with Section 4 thereof.


 


3

















 


SECTION 4.           Effectiveness. 
This Amendment shall be effective, as of the date hereof, upon receipt
by the Agent of the following (in each case, in form and substance reasonably
satisfactory to the Agent):


 


(a)           counterparts of this Amendment duly
executed by each of the parties hereto; and


 


(b)           an executed copy of a letter from
JPMorgan Chase Bank, N.A. to Manitowoc confirming that the transactions
contemplated by the Agreement constitute a “Permitted Securitization” under the
Credit Agreement.


 


SECTION 5.           Miscellaneous. 
The Agreement, as amended hereby, remains in full force and effect.  Any reference to the Agreement from and after
the date hereof shall be deemed to refer to the Agreement as amended hereby,
unless otherwise expressly stated.  This
Amendment may be executed in any number of counterparts and by the different
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which then taken together shall
constitute one and the same Amendment. 
This Amendment may be executed by facsimile or delivery of a “.pdf” copy
of an executed counterpart hereof.  This
Amendment shall be governed by, and construed in accordance with, the internal
laws of the State of New York (including Sections 5-1401 and 5-1402 of the
General Obligations Law of the State of New York, but without regard to any other
conflict of laws provisions thereof) and the obligations, rights and remedies
of the parties under this Amendment shall be determined in accordance with such
laws.


 


[Signature pages follow]


 


4

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed, as of the date first above written.


 


	
   

  	
  MANITOWOC
  FUNDING, LLC,

  
	
   

  	
  as
  Seller

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Amendment
No. 4 to Amended and Restated

Receivables Purchase Agreement


 


S-1

















 


	
   

  	
  THE
  MANITOWOC COMPANY, INC.,

  
	
   

  	
  as
  Servicer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Amendment
No. 4 to Amended and Restated

Receivables Purchase Agreement


 


S-2

















 


	
   

  	
  NORDDEUTSCHE
  LANDESBANK GIROZENTRALE, as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Amendment
No. 4 to Amended and Restated

Receivables Purchase Agreement


 


S-3

















 


	
   

  	
  HANNOVER
  FUNDING COMPANY LLC,

  
	
   

  	
  as
  Purchaser

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Amendment
No. 4 to Amended and Restated

Receivables Purchase Agreement


 


S-4