MTW-2013.12.31-10K-Ex.4.4(c)






Exhibit 4.4(c)
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
This Amendment No. 1 to Third Amended and Restated Credit Agreement (this “Amendment”) is entered into as of February 10, 2014 by and among The Manitowoc Company, Inc. (the “Borrower”), the Subsidiary Borrowers (as defined in the Credit Agreement (as defined below)) signatory hereto, JPMorgan Chase Bank, N.A., individually and as administrative agent (the “Administrative Agent”), and the other financial institutions signatory hereto.
RECITALS
A.    The Borrower, the Subsidiary Borrowers, the Administrative Agent and the Lenders (as defined in the Credit Agreement) are party to that certain Third Amended and Restated Credit Agreement dated as of January 3, 2014 (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 Borrower, the Subsidiary 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 defined term “Consolidated EBIT” in Section 1.01 of the Credit Agreement is hereby deleted and replaced with the following:
“Consolidated EBIT” means, for any period, Consolidated Net Income from continuing operations for such period before deducting therefrom Consolidated Interest Expense for such period (to the extent deducted in arriving at Consolidated Net Income for such period) and provision for taxes based on income (including foreign withholding taxes imposed on interest or dividend payments and state single business, unitary or similar taxes imposed on net income) that were included in arriving at Consolidated Net Income for such period and without giving effect, without duplication, to (a) any extraordinary gains, extraordinary losses or other extraordinary non-cash charges or benefits, (b) any charges arising out of prepayments of the Senior Notes, (c) any gains or losses from sales of assets other than from sales of inventory in the ordinary course of business, (d) fees, expenses and charges incurred or recorded in connection with the Transactions, and (e) non-recurring cash restructuring charges (other than in connection with the Transactions) incurred or recorded after the Restatement Date in an aggregate amount not to exceed $20,000,000 during any period of twelve consecutive months.
2.    Representations and Warranties of the Borrower.  The Borrower represents and warrants that as of the date hereof and as of the Effective Date: 









(a)    The execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate action and, if required, stockholder or similar action and that this Amendment is a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;
(b)    Each of the representations and warranties contained in the Credit Agreement (treating this Amendment as a Credit Document for purposes thereof) 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 shall be true and correct in all respects) on and as of the Effective Date (other than representations and warranties that relate solely to an earlier date); and
(c)    No Default has occurred and is continuing. 
3.    Effective Date.  This Amendment shall become effective on the date and at the time (the “Effective Date”) upon which all of the following conditions have been satisfied:
(a)    the execution and delivery hereof by the Borrower, the Subsidiary Borrowers, the Administrative Agent and the Required Lenders (without respect to whether it has been executed and delivered by all the Lenders); and
(b)    the execution and delivery by the Borrower, the Subsidiary Borrowers and the Subsidiary Guarantors of an Affirmation of Guaranty and Security Documents in substantially the form of Exhibit A hereto.
4.    Reference to and Effect Upon the Credit Agreement; Other.
(a)    Except as specifically amended above, the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed.  This Amendment shall constitute a Credit Document.
(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 or any Lender under the Credit Agreement or any Credit Document, nor constitute a waiver of any provision of the Credit Agreement or any 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.
5.    Costs and Expenses.  The Borrower hereby affirms its obligation under Section 9.03 of the Credit Agreement to reimburse the Administrative Agent for all reasonable and documented 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 and documented fees, charges and disbursements of attorneys for the Administrative Agent with respect thereto.
6.    Governing Law.  This Amendment shall be governed and construed in accordance with and governed by the law (without regard to conflict of law provisions) of the State of New York.   
7.    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.
8.    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.  Delivery of an executed signature page of this Amendment by facsimile transmission or electronic mail shall be effective as delivery of manually executed counterpart hereof.
[signature pages follow]













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


 









JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender 
By:       /s/ Olivier Lopez       
Name:    Olivier Lopez
Title:    Associate













BANK OF AMERICA, N.A., as a Lender 
By:       /s/ Christopher Wozniak       
Name:    Christopher Wozniak
Title:    Vice President







LATITUDE CLO I, LTD, as a Lender 
By:       /s/ Kirk Wallace       
Name:    Kirk Wallace
Title:    Senior Vice President









Vibrant CLO II, Ltd., as a Lender 
By: DFG Investment Advisers, Inc., as Portfolio Manager
By:       /s/ David Millison       
Name:    David Millison
		
	Title:
	Managing Partner and Senior Portfolio Manager











VIBRANT CLO, LTD., as a Lender 
By: DFG Investment Advisers, Inc., as Portfolio Manager
By:       /s/ David Millison       
Name:    David Millison
		
	Title:
	Managing Partner and Senior Portfolio Manager











Green Island CBNA Loan Funding LLC, as a Lender 
By:       /s/ Lauri Pool       
Name:    Lauri Pool
Title:    Associate Director











Stone Harbor Global Funds PLC - Stone Harbor Leveraged Loan Portfolio, as a Lender 
By:       /s/ Adam Shapiro       
Name:    Adam Shapiro
Title:    General Counsel









California 1 Loan Funding LLC, as a Lender 
By: Citibank, N.A.
By:       /s/ Paul Plank       
Name:    Paul Plank
Title:    Director









Sound Point CLO III, Ltd, as a Lender 
By: Sound Point Capital Management, LP as Collateral Manager
By:       /s/ Michael Abatemarco       
Name:    Michael Abatemarco
Title:    Director of Operations









Pioneer Multi-Asset Ultrashort Income Fund, as a Lender 
By: Pioneer Investment Management, Inc.
As its adviser
By:       /s/ Margaret C. Begley       
Name:    Margaret C. Begley
Title:    Secretary and Associate General Counsel









Pioneer Floating Rate Trust, as a Lender 
By: Pioneer Investment Management, Inc.
As its adviser
By:       /s/ Margaret C. Begley       
Name:    Margaret C. Begley
Title:    Secretary and Associate General Counsel











Pioneer Floating Rate Fund, as a Lender 
By: Pioneer Investment Management, Inc.
As its adviser
By:       /s/ Margaret C. Begley       
Name:    Margaret C. Begley
Title:    Secretary and Associate General Counsel











CHIMCO Alpha Fund, LLC, as a Lender 
By: Pioneer Institutional Asset Management, Inc.
As its adviser
By:       /s/ Margaret C. Begley       
Name:    Margaret C. Begley
Title:    Secretary and Associate General Counsel











OZLM Funding V, Ltd., as a Lender
By: Och-Ziff Loan Management LP, Its Portfolio Manager
By: Och-Ziff Loan Management LLC, its General Partner 


By:       /s/ Joel Frank       
Name:    Joel Frank
Title:    Chief Financial Officer









OZLM Funding II, Ltd., as a Lender
By: Och-Ziff Loan Management LP, Its Portfolio Manager
By: Och-Ziff Loan Management LLC, its General Partner 


By:       /s/ Joel Frank       
Name:    Joel Frank
Title:    Chief Financial Officer











OZLM Funding Ltd., as a Lender
By: Och-Ziff Loan Management LP, Its Portfolio Manager
By: Och-Ziff Loan Management LLC, its General Partner 


By:       /s/ Joel Frank       
Name:    Joel Frank
Title:    Chief Financial Officer











First Niagara Bank, N.A., as a Lender 
By:       /s/ Ken Jamison       
Name:    Ken Jamison
Title:    Managing Director









Primus CLO II, Ltd., as a Lender 
By: CyprusTree Investment Management, LLC, its Collateral Manager
By:       /s/ Elizabeth Chow       
Name:    Elizabeth Chow
Title:    Authorized Signatory









CIFC Funding 2013-IV, Ltd., as a Lender 
By:       /s/ Elizabeth Chow       
Name:    Elizabeth Chow
Title:    Senior Investment Analyst











CIFC Funding 2012-III, Ltd., as a Lender 
By: CIFC Asset Management LLC, its Collateral Manager
By:       /s/ Elizabeth Chow       
Name:    Elizabeth Chow
Title:    Authorized Signatory











CIFC Funding 2012-II, Ltd., as a Lender 
By: CIFC Asset Management LLC, its Collateral Manager
By:       /s/ Elizabeth Chow       
Name:    Elizabeth Chow
Title:    Authorized Signatory











CIFC Funding 2012-I, Ltd., as a Lender 
By: CIFC Asset Management LLC, its Collateral Manager
By:       /s/ Elizabeth Chow       
Name:    Elizabeth Chow
Title:    Authorized Signatory











Greywolf CLO III, Ltd, as a Lender 
By: Greywolf Capital Management LP, as Portfolio Manager
By:       /s/ William Troy       
Name:    William Troy
Title:    Authorized Signatory









Greywolf CLO II, Ltd, as a Lender 
By: Greywolf Capital Management LP, as Portfolio Manager
By:       /s/ William Troy       
Name:    William Troy
Title:    Authorized Signatory











Kentucky Retirement Systems (Shenkman - Pension Account), as a Lender 
By: SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager,
By:       /s/ Justin Slatky       
Name:    Justin Slatky
Title:    Senior Vice President









Kentucky Retirement Systems (Shenkman - Insurance Fund Account), as a Lender 
By: SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager,
By:       /s/ Justin Slatky       
Name:    Justin Slatky
Title:    Senior Vice President











BSA Retirement Plan for Employees, as a Lender 
By: SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager,
By:       /s/ Justin Slatky       
Name:    Justin Slatky
Title:    Senior Vice President











BSA Commingled Endowment Fund, LP, as a Lender 
By: SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager,
By:       /s/ Justin Slatky       
Name:    Justin Slatky
Title:    Senior Vice President













AEGIS Electric and Gas International Services, Ltd., as a Lender 
By: SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager,
By:       /s/ Justin Slatky       
Name:    Justin Slatky
Title:    Senior Vice President











UniSuper, as a Lender 
By: SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager,
By:       /s/ Justin Slatky       
Name:    Justin Slatky
Title:    Senior Vice President











Tavitian Foundation, Inc., as a Lender 
By: SHENKMAN CAPITAL MANAGEMENT, INC., as Investment Manager,
By:       /s/ Justin Slatky       
Name:    Justin Slatky
Title:    Senior Vice President













Sudbury Mill CLO, Ltd., as a Lender 
By: SHENKMAN CAPITAL MANAGEMENT, INC., as Collateral Manager,
By:       /s/ Justin Slatky       
Name:    Justin Slatky
Title:    Senior Vice President











GE Capital bank, as a Lender 
By:       /s/ Paul Sleet       
Name:    Paul Sleet
Title:    Duly Authorized Signatory









THE NORTHERN TRUST COMPANY, as a Lender 
By:       /s/ Charles R. Davis       
Name:    Charles R. Davis
Title:    Officer









Societe Generale, as a Lender 
By:       /s/ Linda Tam       
Name:    Linda Tam
Title:    Director









Credit Agricole Corporate & Investment Bank, as a Lender 
By:       /s/ Mike McIntyre       
Name:    Mike McIntyre
Title:    Director


By:       /s/ Aaron Sansone      
Name:    Aaron Sansone
Title:    Vice President











PNC Bank, National Association, as a Lender 
By:       /s/ Chris Hermann       
Name:    Chris Hermann
Title:    Vice President









Branch Banking and Trust Company, as a Lender 
By:       /s/ Kurt W. Anstaett       
Name:    Kurt W. Anstaett
Title:    Senior Vice President











HSBC Bank USA, N.A., as a Lender 
By:       /s/ Joseph A. Philbin       
Name:    Joseph A. Philbin
Title:    Senior Vice President









Fifth Third Bank, as a Lender 
By:       /s/ Gary S. Losey       
Name:    Gary S. Losey
Title:    VP - Corporate Banking









The Bank of Tokyo-Mitsubishi UFJ, LTD, as a Lender 
By:       /s/ Mark Maloney       
Name:    Mark Maloney
Title:    Authorized Signatory











COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND' NEW YORK BRANCH, as a Lender 
By:       /s/ William Binder       
Name:    William Binder
Title:    Executive Director


By:       /s/ Peter Glawe       
Name:    Peter Glawe
Title:    Executive Director











BMO Harris N.A., as a Lender 
By:       /s/ Ronald J. Carey       
Name:    Ronald J. Carey
Title:    Senior Vice President









SunTrust Bank, as a Lender 
By:       /s/ David A. Ernst       
Name:    David A. Ernst
Title:    Vice President









Wells Fargo Bank, National Association, as a Lender 
By:       /s/ Mark Holm       
Name:    Mark Holm
Title:    Managing Director









Deutsche Bank AG NeW York Branch, as a Lender 
By:       /s/ Kirk L. Tashjian       
Name:    Kirk L. Tashjian
Title:    Vice President


By:       /s/ Peter Cucchiara       
Name:    Peter Cucchiara
Title:    Vice President

















EXHIBIT A
AFFIRMATION OF GUARANTY AND SECURITY DOCUMENTS
Each of the undersigned (i) acknowledges receipt of a copy of that certain Amendment No. 1 to Third Amended and Restated Credit Agreement dated as of the date hereof (the “Amendment”) amending that certain Third Amended and Restated Credit Agreement dated as of January 3, 2014 (the “Credit Agreement”) referred to therein, (ii) consents to the Amendment and each of the transactions referenced therein, (iii) hereby reaffirms its obligations under the Parent Guaranty, the Subsidiary Guaranty, the Reaffirmation Agreement and each other Security Document to which it is a party, as applicable, and (iv) 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.  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 February 10, 2014
[signature pages follow]













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
MANITOWOC FRANCE SAS


By:       /s/ Maurice D. Jones     
Name:    Maurice D. Jones
Title:    General Manager


ENODIS LIMITED
MTW COUNTY LIMITED


By:       /s/ Maurice D. Jones     
Name:    Maurice D. Jones
Title:    Director


WELBILT WALK-INS, LP


By:      Westran Corporation, its General Partner


By:       /s/ Maurice D. Jones     
Name:    Maurice D. Jones
Title:    Vice President Secretary

















APPLIANCE SCIENTIFIC, INC.
CLEVELAND RANGE, LLC
ENODIS CORPORATION
ENODIS HOLDINGS, INC.
FRYMASTER, L.L.C.
GROVE U.S. L.L.C.
KYSOR INDUSTRIAL CORPORATION 
KYSOR NEVADA HOLDING CORP.
MANITOWOC CRANE COMPANIES, LLC
MANITOWOC CRANES, LLC
MANITOWOC CRANE GROUP U.S. HOLDING, LLC
MANITOWOC CP, INC.
MANITOWOC FP, INC.
MANITOWOC FSG INTERNATIONAL HOLDINGS, INC.
MANITOWOC FOODSERVICE COMPANIES, LLC
MANITOWOC FSG OPERATIONS, LLC
MANITOWOC FSG SERVICES, LLC
MANITOWOC FSG U.S. HOLDING, LLC
MCCANN’S ENGINEERING & MANUFACTURING CO., LLC
MMG HOLDING CO., LLC
THE DELFIELD COMPANY, LLC


By:       /s/ Maurice D. Jones     
		
	Name:
	Maurice D. Jones


		
	Title:
	Vice President Secretary