AMENDMENT NO. 2 TO
CREDIT AGREEMENT  



        This
Amendment No. 2 to Credit Agreement (this “Amendment”) is entered into as
of June 30, 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
credit agreement dated as of April 14, 2008, as previously amended (as           so
amended, 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.       Amendment
to Credit Agreement. Upon the “Effective Date” (as           defined
below), the Credit Agreement shall be amended as follows:  




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







	 	
“Guarantee”of
or by any Person (the “guarantor”) means any obligation, contingent or
otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing
any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness or other obligation or to purchase (or to
advance or supply funds for the purchase of) any property constituting direct or indirect
security for the payment thereof, (b) to purchase or lease property, securities or
services for the purpose of assuring the owner of such Indebtedness or other obligation
of the payment thereof, (c) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor or to advance or supply
funds for the foregoing so as to enable the primary obligor to pay such Indebtedness or
other obligation, (d) as an account party in respect of any letter of credit or letter of
guarantee issued to support such Indebtedness or obligation or (e) otherwise to assure or
hold harmless the owner of such Indebtedness or other obligation against loss in respect
thereof; provided, that the term Guarantee shall not include endorsements for
collection or deposit in the ordinary course of business, Buy-Back Obligations or any
guarantee by the Borrowers or any Subsidiary Guarantor of the obligations of any
Subsidiary in respect of intra-day overdrafts incurred by such Subsidiary in accordance
with customary practices and in the ordinary course of business of such Subsidiary. The
amount of any Guarantee made by any guarantor shall be deemed to be the lower of (a) an
amount equal to the stated or determinable amount of the primary obligation in respect of
which such Guarantee is made and (b) the maximum amount for which such guarantor may be
liable pursuant to the terms of the instrument embodying such Guarantee, unless (in the
case of a primary obligation that is not Indebtedness) such primary obligation and the
maximum amount for which such guarantor may be liable are not stated or determinable, in
which case the amount of such Guarantee shall be such guarantor’s maximum reasonably
anticipated contingent liability in respect thereof as determined by the Borrower in good
faith.  















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







	 	
“Press
Release” means the Original Press Release as supplemented and modified by the
Supplemental Press Release and the Second Supplemental Press Release.  






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







	 	
“Term
Y Commitment” means, with respect to each Lender, the commitment of such Lender
to make Term Y Loans hereunder, expressed as an amount representing the maximum aggregate
principal amount of such Lender’s Term Y Loans. The amount of each Lender’s
Term Y Commitment is set forth on Schedule 2.01. The initial aggregate amount of the
Lenders’ Term Y Commitment is $1,325,000,000.  






	 	        (d)       The
defined term “Second Supplemental Press Release” is added to           Section
1.01 of the Credit Agreement in appropriate alphabetical order as           follows:  







	 	
“Second
Supplemental Press Release” means the press release in the form agreed by the
Administrative Agent announcing the Borrower’s increase of its prior offer for the
Target Shares (and supplementing the previously publicly announced proposed terms of the
Acquisition as to price but not otherwise), such press release to be made, if at all,
following completion of the auction relating to the Target Shares scheduled for June 30,
2008.  







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	 	        (e)
       Section 5.14(a)(v) of the Credit Agreement is
hereby deleted and replaced with           the following:  







	 	
(v)(i)
                     issue the Original Press Release or ensure that the Original Press
Release is                     issued within five days of the date of this Agreement,
(ii) issue the                     Supplemental Press Release or ensure that the
Supplemental Press Release is                     issued within five days of the date of
Amendment No. 1 to this Agreement and                     (iii) issue the Second
Supplemental Press Release or ensure that the Second                     Supplemental
Press Release is issued within five days of the date of Amendment                     No.
2 to this Agreement if the Borrower’s offer is recommended by the
                    Target after completion of the auction relating to the Target Shares
scheduled                     for June 30, 2008.  






	 	        (f)
       Section 6.03(a)(xix) of the Credit Agreement is
hereby deleted and replaced with           the following:  







	 	
(xix)
               prior to March 31, 2009, the Borrower or its Subsidiaries may consummate
the                Sale Transaction on terms acceptable to the Administrative Agent.  






	 	        (g)       Section
9.02(b) of the Credit Agreement is hereby amended by deleting the phrase           “May
18, 2008” and replacing it with “June 30, 2008".  







	 	        (h)       Schedule
2.01 to the Credit Agreement is hereby deleted and replaced with the           form of
Schedule 2.01 attached hereto.  







            2.       Amendment
to All Credit Documents. Upon the Effective Date all references           in the
Credit Documents (including, but not limited to, in the Credit Agreement)           to
“$2,675,000,000” shall be deemed deleted and corresponding           references
to “$2,925,000,000” shall be substituted in lieu thereof.  




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




	 	        (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);  








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	 	        (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 all of 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
Administrative Agent shall have received documents and certificates relating           to
the authorization of this Amendment and the transactions contemplated hereby           by
the Borrowers and each Subsidiary Guarantor in form and substance           satisfactory
to the Administrative Agent.  







	 	        (b)       The
Administrative Agent shall have received a reasonably satisfactory solvency
          certificate from a Financial Officer of the Borrower as to the solvency of the
          Borrower and its Subsidiaries (other than the Target and its Subsidiaries)
after           giving effect to the Transactions.  







	 	        (c)       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.  







	 	        (d)       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.  







	 	        (e)       The
Borrower shall have paid (or made arrangements satisfactory to the
          Administrative Agent for payment) to the Administrative Agent (for the benefit
          of the Lenders and their applicable Affiliates) all separately agreed fees,
          which fees shall be deemed fully earned and non-refundable on the Effective
          Date.  







	 	        (f)       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 June 30, 2008, Sections 1 and 2 hereof shall not become
operative and shall be of no force or effect. 



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            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] 








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



	 	THE MANITOWOC COMPANY, INC.
	

 	By /s/ Maurice D. Jones
	 	Name: Maurice D. Jones
	 	Title: Senior Vice President, 
          General Counsel & Secretary
	

 	MANITOWOC EMEA HOLDING SARL
	
 	By /s/ Maurice D. Jones
	 	Name: Maurice D. Jones
	 	Title: Manager
	

 	MANITOWOC HOLDING ASIA SAS
	
 	By /s/ Maurice D. Jones
	 	Name: Maurice D. Jones
	 	Title: General Manager

















[The Manitowoc Company,
Inc. Amendment No. 2] 









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

 	By /s/ Mike Kelly
	 	Name: Mike Kelly
	 	Title: V.P.



















[The Manitowoc Company,
Inc. Amendment No. 2] 








	 	DEUTSCHE BANK AG NEW YORK BRANCH
	

 	By /s/ David Mayhew
	 	Name: David Mayhew
	 	Title: Managing Director
	

 	By /s/ Patrick W. Dowling
	 	Name: Patrick W. Dowling
	 	Title: Director



















[The Manitowoc Company,
Inc. Amendment No. 2] 













	 	MORGAN STANLEY SENIOR FUNDING, INC.
	

 	By /s/ Whitner H. Marshall
		Name: Whitner H. Marshall
	 	Title: Vice President
          Morgan Stanley Senior Funding Inc.



















[The Manitowoc Company,
Inc. Amendment No. 2] 










	 	BNP PARIBAS
	

 	By /s/ Jordan Schweon
		Name: Jordan Schweon
		Title: Managing Director
          Loan & High Yield Capital Markets
	

 	By /s/ Andrew Kirby
	 	Name: Andrew Kirby
		Title: Vice President




















[The Manitowoc Company,
Inc. Amendment No. 2]