Exhibit 10.12(a)


 


AMENDMENT NO. 1 TO SECOND AMENDED
AND

RESTATED RECEIVABLES PURCHASE AGREEMENT


 


This
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT,
dated as of October 11, 2010 (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 Second Amended and Restated
Receivables Purchase Agreement, dated as of June 30, 2010 (as amended,
restated, 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 hereto 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 “Consolidated Total Leverage Ratio”
set forth in Exhibit I to the Agreement is deleted in its entirety.


 


(b)           The definition of “Credit Agreement” set forth in Exhibit I
to the Agreement is amended by replacing the date “January 21, 2010” where
it appears therein with the date “October 7, 2010”.


 


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


 


(s)           Financial
Covenants.


 


(i)            [Reserved].


 


(ii)           Maximum
Consolidated Senior Secured Leverage Ratio. The Servicer will cause the
Consolidated Senior Secured 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

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  December 31, 2010

  	
   

  	
  4.50:1.00

  	
   

  
	
  March 31, 2011

  	
   

  	
  4.50:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June 30, 2011

  	
   

  	
  4.50:1.00

  	
   

  
	
  September 30, 2011

  	
   

  	
  4.50:1.00

  	
   

  
	
  December 31, 2011

  	
   

  	
  4.125:1.00

  	
   

  
	
  March 31, 2012

  	
   

  	
  4.00:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June 30, 2012

  	
   

  	
  3.75:1.00

  	
   

  
	
  September 30, 2012

  	
   

  	
  3.50:1.00

  	
   

  
	
  December 31, 2012

  	
   

  	
  3.25:1.00

  	
   

  
	
  March 31, 2013

  	
   

  	
  3.25:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June 30, 2013

  	
   

  	
  3.25:1.00

  	
   

  
	
  September 30, 2013

  	
   

  	
  3.25:1.00

  	
   

  
	
  December 31, 2013,

  and thereafter

  	
   

  	
  3.00:1.00

  	
   

  



 


(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

  	
   

  	
  1.75:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June 30, 2010

  	
   

  	
  1.75:1.00

  	
   

  
	
  September 30, 2010

  	
   

  	
  1.80:1.00

  	
   

  
	
  December 31, 2010

  	
   

  	
  1.50:1.00

  	
   

  
	
  March 31, 2011

  	
   

  	
  1.50:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June 30, 2011

  	
   

  	
  1.50:1.00

  	
   

  
	
  September 30, 2011

  	
   

  	
  1.575:1.00

  	
   

  
	
  December 31, 2011

  	
   

  	
  1.70:1.00

  	
   

  
	
  March 31, 2012

  	
   

  	
  1.80:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June 30, 2012

  	
   

  	
  1.90:1.00

  	
   

  
	
  September 30, 2012

  	
   

  	
  2.10:1.00

  	
   

  
	
  December 31, 2012

  	
   

  	
  2.25:1.00

  	
   

  
	
  March 31, 2013

  	
   

  	
  2.50:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June 30, 2013

  	
   

  	
  2.75:1.00

  	
   

  
	
  September 30, 2013

  	
   

  	
  2.875:1.00

  	
   

  
	
  December 31, 2013,

  and thereafter

  	
   

  	
  3.00:1.00

  	
   

  



 


2

















 


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 of the 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.


 


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;


 


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


 


(c)           such other agreements, documents,
lien searches, officer certificates and instruments as the Agent shall request.


 


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]


 


3

















 


 


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:

  	
  /s/ Maurice D. Jones

  
	
   

  	
  Name:

  	
  Maurice D. Jones

  
	
   

  	
  Title:

  	
  Vice President & Secretary

  



 


Amendment
No. 1 to Second Amended and 

Restated Receivables Purchase Agreement


 


S-1

















 


	
   

  	
  THE
  MANITOWOC COMPANY, INC.,

  
	
   

  	
  as
  Servicer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Maurice D. Jones

  
	
   

  	
  Name:

  	
  Maurice D. Jones

  
	
   

  	
  Title:

  	
  Senior Vice President, General Counsel &
  Secretary

  



 


Amendment
No. 1 to Second Amended and 

Restated Receivables Purchase Agreement


 


S-2

















 


	
   

  	
  NORDDEUTSCHE
  LANDESBANK GIROZENTRALE, as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward M. Weber

  
	
   

  	
  Name:

  	
  Edward M. Weber

  
	
   

  	
  Title:

  	
  Senior Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Heruy Dawit

  
	
   

  	
  Name:

  	
  Heruy Dawit

  
	
   

  	
  Title:

  	
  Director

  



 


Amendment
No. 1 to Second Amended and 

Restated Receivables Purchase Agreement


 


S-3

















 


	
   

  	
  HANNOVER
  FUNDING COMPANY LLC,

  
	
   

  	
  as
  Purchaser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Damian Perez

  
	
   

  	
  Name:

  	
  Damian Perez

  
	
   

  	
  Title:

  	
  Vice-President

  



 


Amendment
No. 1 to Second Amended and 

Restated Receivables Purchase Agreement


 


S-4