Exhibit
10.1


 


2,650,000 Shares


 


THE MANITOWOC
COMPANY, INC.


 


Common Stock


($0.01 Par
Value)


 


UNDERWRITING
AGREEMENT


 


December 7, 2004


 








































 


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UNDERWRITING
AGREEMENT


 


December 7, 2004


 


UBS Securities LLC


Lehman Brothers Inc.


J.P. Morgan Securities
Inc.


as Managing Underwriters


c/o UBS Securities LLC


299 Park Avenue


New York, New York  10171


 


Ladies and Gentlemen:


 


The Manitowoc Company,
Inc., a Wisconsin corporation (the “Company”), proposes to issue and sell to
the underwriters named in Schedule A hereto (the “Underwriters”),
for whom you are acting as representatives, an aggregate of 2,650,000 shares
(the “Firm Shares”) of Common Stock, $0.01 par value (the “Common Stock”).  In addition, solely for the purpose of
covering over-allotments, the Company proposes to grant to the Underwriters the
option to purchase from the Company up to an additional 397,500 shares of
Common Stock (the “Additional Shares”). 
The Firm Shares and the Additional Shares are hereinafter collectively
sometimes referred to as the “Shares.” 
References herein to  Common Stock
include the related common stock purchase rights under the Rights Agreement,
dated as of August 5, 1996, between the Company and First Chicago Trust
Company, as amended.  The Shares are
described in the Prospectus which is referred to below.


 


The Company has filed, in
accordance with the provisions of the Securities Act of 1933, as amended, and
the rules and regulations thereunder (collectively, the “Act”), with the Securities
and Exchange Commission (the “Commission”) a registration statement on Form S-3
 (File No. 333-88680) including a prospectus, relating to the Company’s
debt securities and Common Stock, including the Shares, which incorporates by
reference documents which the Company has filed or will file in accordance with
the provisions of the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder (collectively, the “Exchange Act”).  The Company has prepared a prospectus supplement
(the “Prospectus Supplement”) to the prospectus included in the registration
statement referred to above setting forth the terms of the offering, sale and
plan of distribution of the Shares and additional information concerning the
Company and its business.  The Company
has furnished to you, for use by the Underwriters and by dealers, copies of one
or more preliminary prospectuses containing the prospectus included in the
registration statement, as supplemented by a preliminary Prospectus Supplement
relating to the Shares, and the documents incorporated by reference therein
(each such preliminary prospectus, including the documents incorporated therein
by reference, being herein called a “Preliminary Prospectus”) relating to the
Shares.  Except where the context
otherwise requires, the registration statement referred to above, as amended
when it became effective, including all documents filed as a part thereof or
incorporated by reference therein, and including any information contained in a
prospectus subsequently filed with the Commission pursuant to Rule 424(b) under
the Act and deemed to be part of the registration statement at the time of
effectiveness 


 





















 


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pursuant to Rule 430A under the Act, is herein called the “Registration
Statement,” and the prospectus included in the Registration Statement,
including all documents incorporated therein by reference, as supplemented by
the final Prospectus Supplement relating to the Shares, in the form filed by the
Company with the Commission pursuant to Rule 424(b) under the Act on or before
the second business day after the date hereof (or such earlier time as may be
required under the Act), is herein called the “Prospectus.”  As used herein, “business day” shall mean a
day on which the New York Stock Exchange is open for trading. Any reference
herein to the Registration Statement, the Prospectus, any Preliminary
Prospectus or any amendment or supplement thereto shall be deemed to refer to
and include the documents incorporated by reference therein, and any reference
herein to the terms “amend,” “amendment” or “supplement” with respect to the
Registration Statement, the Prospectus or any Preliminary Prospectus shall be
deemed to refer to and include the filing after the execution hereof of any
document with the Commission deemed to be incorporated by reference therein.
For purposes of this Agreement, all references to the Registration Statement or
Prospectus or to any amendment or supplement thereto shall be deemed to include
any copy thereof filed with the Commission pursuant to its Electronic Data
Gathering, Analysis and Retrieval System (“EDGAR”).


 


The Company and the
Underwriters agree as follows:


 


1.     Sale and Purchase. 
Upon the basis of the representations and warranties and subject to the
terms and conditions herein set forth, the Company agrees to issue and sell to
the respective Underwriters and each of the Underwriters, severally and not
jointly, agrees to purchase from the Company the number of Firm Shares set
forth opposite the name of such Underwriter in Schedule A hereto,
subject to adjustment in accordance with Section 8 hereof, in each case at
a purchase price of $34.4375 per Share. 
The Company is advised by you that the Underwriters intend (i) to make a
public offering of their respective portions of the Firm Shares as soon after
the effective date of the Registration Statement as in your judgment is
advisable and (ii) initially to offer the Firm Shares upon the terms set forth
in the Prospectus.  You may from time to
time increase or decrease the public offering price after the initial public
offering to such extent as you may determine.


 


In addition, the Company
hereby grants to the several Underwriters the option to purchase, and upon the
basis of the representations and warranties and subject to the terms and
conditions herein set forth, the Underwriters shall have the right to purchase,
severally and not jointly, from the Company, ratably in accordance with the
number of Firm Shares to be purchased by each of them, all or a portion of the
Additional Shares as may be necessary to cover over-allotments made in connection
with the offering of the Firm Shares, at the same purchase price per share to
be paid by the Underwriters to the Company for the Firm Shares.  This option may be exercised by UBS
Securities LLC (“UBS”) on behalf of the several Underwriters at any time and
from time to time on or before the thirtieth day following the date hereof, by
written notice to the Company.  Such
notice shall set forth the aggregate number of Additional Shares as to which
the option is being exercised, and the date and time when the Additional Shares
are to be delivered (such date and time being herein referred to as the “additional
time of purchase”); provided, however, that the additional time
of purchase shall not be earlier than the time of purchase (as defined below)
nor earlier than the second business day after the date on which the option
shall have been exercised nor later than the tenth business day after the date
on which the option shall have been exercised. 
The number of Additional Shares to be sold to each Underwriter shall be
the number which bears the same proportion to the 


 


 





















 


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aggregate number of Additional Shares being purchased as the number of
Firm Shares set forth opposite the name of such Underwriter on Schedule A
hereto bears to the total number of Firm Shares (subject, in each case, to such
adjustment as you may determine to eliminate fractional shares), subject to
adjustment in accordance with Section 8 hereof.


 


2.     Payment and Delivery. 
Payment of the purchase price for the Firm Shares shall be made to the
Company by Federal Funds wire transfer, against delivery of the certificates
for the Firm Shares to you through the facilities of The Depository Trust Company
(DTC) for the respective accounts of the Underwriters.  Such payment and delivery shall be made at
10:00 a.m., New York City time, on December 13, 2004 (unless
another time shall be agreed to by you and the Company or unless postponed in
accordance with the provisions of Section 8 hereof).  The time at which such payment and delivery
are to be made is hereinafter sometimes called the “time of purchase.”  Electronic transfer of the Firm Shares shall
be made to you at the time of purchase in such names and in such denominations
as you shall specify.


 


Payment of the purchase
price for the Additional Shares shall be made at the additional time of
purchase in the same manner and at the same office as the payment for the Firm
Shares.  Electronic transfer of the
Additional Shares shall be made to you at the additional time of purchase in
such names and in such denominations as you shall specify.


 


Deliveries of the
documents described in Section 6 hereof with respect to the purchase of the
Shares shall be made at the offices of Quarles & Brady LLP at the address
of its Milwaukee office, at 9:00 a.m., New York City time, on the date of
the closing of the purchase of the Firm Shares or the Additional Shares, as the
case may be.


 


3.     Representations and Warranties of the Company.  The Company represents and warrants to and
agrees with each of the Underwriters that:


 


(a)           The Registration Statement has been
declared effective under the Act; no stop order of the Commission preventing or
suspending the use of any Preliminary Prospectus or the effectiveness of the
Registration Statement has been issued and no proceedings for such purpose have
been instituted or, to the Company’s knowledge, are contemplated by the
Commission; each Preliminary Prospectus, at the time of filing thereof,
complied in all material respects to the requirements of the Act and the last
Preliminary Prospectus distributed in connection with the offering of the
Shares did not, as of its date, and does not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; the Registration Statement complied when
it became effective, complies and will comply, at the time of purchase and any
additional time of purchase, in all material respects with the requirements of
the Act and the Prospectus will comply, as of its date and at the time of
purchase and any additional times of purchase, in all material respects with
the requirements of the Act and any statutes, regulations, contracts or other
documents that are required to be described in the Registration Statement or
the Prospectus or to be filed as exhibits to the Registration Statement have
been and will be so described or filed; the conditions to the use of Form S-3
have been satisfied; the Registration 


 





















 


-4-


 


Statement did not when it became effective, does not
and will not, at the time of purchase and any additional time of purchase, contain
an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading and the Prospectus will not, as of its date and at the time of
purchase and any additional time of purchase, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; provided, however, that the Company makes
no warranty or representation with respect to any statement contained in the
Preliminary Prospectus, the Registration Statement or the Prospectus in
reliance upon and in conformity with information concerning an Underwriter and
furnished in writing by or on behalf of such Underwriter to the Company
expressly for use in the Preliminary Prospectus, the Registration Statement or
the Prospectus; the documents incorporated by reference in the Preliminary
Prospectus, the Registration Statement and the Prospectus, at the time they
became effective or were filed with the Commission, complied in all material
respects with the requirements of the Exchange Act and did not contain an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading; and the Company
has not distributed and will not distribute any offering material in connection
with the offering or sale of the Shares other than the Registration Statement,
the Preliminary Prospectus and the Prospectus;


 


(b)           as of the date of this Agreement, the
Company has an authorized and outstanding capitalization as set forth under the
heading “Actual” in the section of the Prospectus entitled “Capitalization”
and, as of the time of purchase and the additional time of purchase, as the
case may be, the Company shall have an authorized and outstanding
capitalization as set forth under the heading “As Adjusted” in the section of
the Prospectus entitled “Capitalization” (subject, in each case, to the
issuance of shares of Common Stock upon exercise of stock options disclosed as
outstanding in the Registration Statement and the Prospectus and grant of stock
options under existing stock option plans described in the Registration
Statement and the Prospectus); all of the issued and outstanding shares of
capital stock, including the Common Stock, of the Company have been duly
authorized and validly issued and are fully paid and non-assessable (subject to
Section 180.0622(2)(b) of the Wisconsin business corporation law (the “WBCL”)),
have been issued in compliance with all federal and state securities laws and
were not issued in violation of any preemptive right, resale right, right of
first refusal or similar right;


 


(c)           the Company has been duly
incorporated and is validly existing as a corporation under the laws of the
State of Wisconsin, with full corporate power and authority to own, lease and
operate its properties and conduct its business as described in the
Registration Statement and the Prospectus, to execute and deliver this Agreement
and to issue, sell and deliver the Shares as contemplated herein;


 


(d)           the Company is duly qualified to do
business as a foreign corporation and is in good standing in each jurisdiction
where the ownership or leasing of its properties or the conduct of its business
requires such qualification, except where the failure to be so qualified 


 





















 


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and in good standing would not, individually or in the
aggregate, have a material adverse effect on the business, properties, financial
condition, results of operation or prospects of the Company and the
Subsidiaries (as hereinafter defined) taken as a whole (a “Material Adverse
Effect”);


 


(e)           the Company has no subsidiaries (as
defined in the  Exchange Act) other than those
entities listed in Schedule B hereto (collectively, the “Subsidiaries,”
and each a Subsidiary); each of the Subsidiaries that (i) generates 5% or
more of the revenues, (ii) generates 5% or more of the operating income or
(iii) holds 5% or more of the assets, in each case, of the Company and the
Subsidiaries on a consolidated basis (each such Subsidiary a “Significant
Subsidiary”) is identified as such in Schedule B hereto; except as
otherwise disclosed in Schedule B hereto, the Company owns, either
directly or indirectly through one or more Subsidiaries, 100% of the
outstanding common stock, limited liability company interests and other
ownership interests of each of the Subsidiaries; other than the capital stock,
limited liability company interests and other ownership interests of the
Subsidiaries, the Company does not own, directly or indirectly, any shares of
stock or any other equity or long-term debt securities of any corporation or
have any equity interest in any firm, partnership, joint venture, association
or other entity; complete and correct copies of the articles of incorporation
and by-laws (or similar governing instruments) of the Company and each of the
Subsidiaries and all amendments thereto have been delivered or made available
to you, and except as set forth in the exhibits to the Registration Statement
no changes therein will be made subsequent to the date hereof and prior to the
time of purchase or, if later, the additional time of purchase; each Subsidiary
has been duly organized and is validly existing and in good standing (with
respect to jurisdictions which recognize such concept) under the laws of the
jurisdiction of its organization, with full power and authority to own, lease
and operate its properties and to conduct its business as described in the
Registration Statement and the Prospectus; each Subsidiary is duly qualified to
do business as a foreign corporation or other foreign entity and is in good
standing (with respect to jurisdictions which recognize such concept) in each jurisdiction
where the ownership or leasing of its properties or the conduct of its business
requires such qualification, except where the failure to be so qualified and in
good standing would not, individually or in the aggregate, have a Material
Adverse Effect; all of the outstanding shares of capital stock or other
ownership interests of each of the Subsidiaries have been duly authorized and
validly issued, are fully paid and non-assessable (subject, in the case of the
Subsidiaries that are Wisconsin corporations, to Section 180.0622(2)(b) of
the WBCL and, in the case of any Subsidiary organized in a non-U.S.
jurisdiction, to the laws of such non-U.S. jurisdiction) and (except to the
extent such shares constitute Pledge Agreement Collateral as defined in the
Credit Agreement dated May 9, 2001 among the Company, various lenders and
Bankers Trust Company, as administrative agent, or as otherwise described in
this Section 3(e)) are owned by the Company subject to no security interest,
other encumbrance or adverse claims; and no options, warrants or other rights
to purchase, agreements or other obligations to issue or other rights to
convert any obligation into shares of capital stock or ownership interests in
the Subsidiaries are outstanding;


 





















 


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(f)            the Shares have been duly and
validly authorized and, when issued and delivered against payment therefor as
provided herein, will be duly and validly issued, fully paid and non-assessable
(subject to Section 180.0622(2)(b) of the WBCL) and free of statutory and
contractual preemptive rights, resale rights, rights of first refusal and
similar rights;


 


(g)           the capital stock of the Company,
including the Shares, conforms in all material respects to the description
thereof contained in the Registration Statement and the Prospectus and the
certificates for the Shares are in due and proper form and the holders of the
Shares will not (subject to Section 180.0622(2)(b) of the WBCL) be subject to
personal liability by reason of being such holders;


 


(h)           this Agreement has been duly
authorized, executed and delivered by the Company;


 


(i)            (i) neither the Company nor any
of the Subsidiaries is in violation of its respective charter or by-laws (or
similar organizational documents); (ii) neither the Company nor any of the
Subsidiaries is in breach or violation of or in default under (nor has any
event occurred which with notice, lapse of time or both would result in any
breach of, constitute a default under or give the holder of any indebtedness
(or a person acting on such holder’s behalf) the right to require the
repurchase, redemption or repayment of all or a part of such indebtedness
under) any indenture, mortgage, deed of trust, bank loan or credit agreement or
other evidence of indebtedness, or any license, lease, contract or other
agreement or instrument to which the Company or any of the Subsidiaries is a
party or by which any of them or any of their properties may be bound or
affected, except for such breaches, violations or defaults as would not,
individually or in the aggregate, have a Material Adverse Effect; and
(iii) the execution, delivery and performance of this Agreement, the
issuance and sale of the Shares and the consummation of the transactions
contemplated hereby will not conflict with, result in any breach or violation
of or constitute a default under (nor constitute any event which with notice,
lapse of time or both would result in any breach of or constitute a default
under) the charter or by-laws (or similar organizational documents) of the
Company or any of the Subsidiaries, any indenture, mortgage, deed of trust,
bank loan or credit agreement or other evidence of indebtedness, or any
license, lease, contract or other agreement or instrument to which the Company
or any of the Subsidiaries is a party or by which any of them or any of their
respective properties may be bound or affected, or any federal, state, local or
foreign law, regulation or rule or any decree, judgment or order applicable to
the Company or any of the Subsidiaries;


 


(j)            no approval, authorization, consent
or order of or filing with any federal, state, local or foreign governmental or
regulatory commission, board, body, authority or agency is required in
connection with the issuance and sale of the Shares or the consummation by the
Company of the transactions contemplated hereby other than registration of the
Shares under the Act, which has been or will be effected, and any necessary
qualification under the securities or blue sky laws of the various jurisdictions
in which the 


 





















 


-7-


 


Shares are being
offered by the Underwriters or under the rules and regulations of the National
Association of Securities Dealers, Inc. (the “NASD”);


 


(k)           except as set forth in the
Registration Statement and the Prospectus, (i) no person has the right,
contractual or otherwise, to cause the Company to issue or sell to it any
shares of Common Stock or shares of any other capital stock or other equity
interests of the Company, (ii) no person has any preemptive rights, resale
rights, rights of first refusal or other rights to purchase any shares of
Common Stock or shares of any other capital stock or other equity interests of
the Company, and (iii) no person has the right to act as an underwriter or
as a financial advisor to the Company in connection with the offer and sale of
the Shares, in the case of each of the foregoing clauses (i), (ii) and (iii),
whether as a result of the filing or effectiveness of the Registration Statement
or the sale of the Shares as contemplated thereby or otherwise; no person has
the right, contractual or otherwise, to cause the Company to register under the
Act any shares of Common Stock or shares of any other capital stock or other
equity interests of the Company, or to include any such shares or interests in
the Registration Statement or the offering contemplated thereby, whether as a
result of the filing or effectiveness of the Registration Statement or the sale
of  the Shares as contemplated thereby or
otherwise;


 


(l)            each of the Company and the
Subsidiaries has all necessary licenses, authorizations, consents and approvals
and has made all necessary filings required under any federal, state, local or
foreign law, regulation or rule, and has obtained all necessary authorizations,
consents and approvals from other persons, in order to conduct its respective
business, except for any failures to have or to have obtained any such
licenses, authorizations, consents or approvals or to have made such filings as
would not, individually or in the aggregate, have a Material Adverse Effect;
neither the Company nor any of the Subsidiaries is in violation of, or in
default under, or has received notice of any proceedings relating to revocation
or modification of, any such license, authorization, consent or approval or any
federal, state, local or foreign law, regulation or rule or any decree, order
or judgment applicable to the Company or any of the Subsidiaries, except where
such violation, default, revocation or modification would not, individually or
in the aggregate, have a Material Adverse Effect;


 


(m)          all legal or governmental proceedings,
affiliate transactions, off-balance sheet transactions, contracts, licenses,
agreements, leases or documents of a character required to be described in the
Registration Statement or the Prospectus or to be filed as an exhibit to the
Registration Statement have been so described or filed as required;


 


(n)           there are no actions, suits, claims,
investigations or proceedings pending or, to the Company’s knowledge,
threatened or contemplated to which the Company or any of the Subsidiaries or
any of their respective directors or officers is a party or of which any of
their respective properties is subject at law or in equity, before or by any
federal, state, local or foreign governmental or regulatory commission, board,
body, authority or agency, except any such action, suit, claim, investigation
or proceeding which would not result in a judgment,


 





















 


-8-


 


decree or order
having, individually or in the aggregate, a Material Adverse Effect or
preventing consummation of the transactions contemplated hereby;


 


(o)           PricewaterhouseCoopers LLP, whose
report on the consolidated financial statements of the Company and the
Subsidiaries is filed with the Commission as part of the Registration Statement
and the Prospectus, are independent public accountants as required by the Act;


 


(p)           the audited financial statements
included in the Registration Statement and the Prospectus, together with the
related notes and schedules, present fairly in all material respects the
consolidated financial position of the Company and the Subsidiaries as of the
dates indicated and the consolidated results of operations and cash flows of
the Company and the Subsidiaries for the periods specified and have been
prepared in compliance with the requirements of the Act and in conformity with
generally accepted accounting principles applied on a consistent basis during
the periods involved; any pro forma financial statements or data included in
the Registration Statement and the Prospectus comply as to form in all material
respects with the requirements of Regulation S-X as promulgated by the
Commission and the assumptions used in the preparation of such pro forma
financial statements and data are reasonable, the pro forma adjustments used
therein are appropriate to give effect to the transactions or circumstances
described therein and the pro forma adjustments have been properly applied to
the historical amounts in the compilation of those statements and data; the
other financial and statistical data set forth in the Registration Statement
and the Prospectus are accurately presented in all material respects and
prepared on a basis consistent with the financial statements and books and
records of the Company; there are no financial statements (historical or pro
forma) that are required to be included in the Registration Statement and the
Prospectus that are not included as required; and the Company and the
Subsidiaries do not have any material liabilities or obligations, direct or
contingent (including any off-balance sheet obligations), not disclosed in the
Registration Statement and the Prospectus;


 


(q)           subsequent to the respective dates as
of which information is given in the Registration Statement and the Prospectus,
there has not been (i) any material adverse change, or any development
involving a prospective material adverse change, in the business, properties,
management, financial condition or results of operations of the Company and the
Subsidiaries taken as a whole, (ii) any transaction which is material to the
Company and the Subsidiaries taken as a whole, (iii) any obligation, direct or
contingent (including any off-balance sheet obligations), incurred by the
Company or the Subsidiaries, which is material to the Company and the
Subsidiaries taken as a whole (iv) any change in the capital stock (other than
the issuance of shares of Common Stock upon exercise of stock options disclosed
as outstanding in the Registration Statement and the Prospectus and grant of
stock options under existing stock option plans described in the Registration
Statement and the Prospectus) or material increase in outstanding indebtedness
of the Company or the Subsidiaries or (v) any dividend or distribution of any
kind declared, paid or made on the capital stock of the Company, other than the
Company’s normal annual stock dividend declared by its board of directors
payable on December 10, 2004 to shareholders of record on December 1,
2004;


 





















 


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(r)            the Company has obtained for the
benefit of the Underwriters the agreement (a “Lock-Up Agreement”), in the form
set forth as Exhibit A hereto, of each of its directors and officers
listed on Schedule C hereto;


 


(s)           the Company is not and, after giving
effect to the offering and sale of the Shares, will not be an “investment
company” or an entity “controlled” by an “investment company,” as such terms
are defined in the Investment Company Act of 1940, as amended (the “Investment
Company Act”);


 


(t)            the Company and each of the
Subsidiaries has good and marketable title to all property (real and personal)
described the Registration Statement and in the Prospectus as being owned by
each of them, free and clear of all liens, claims, security interests or other
encumbrances, other than those described in the Prospectus which do not,
individually or in the aggregate, materially adversely affect the value of or
the use of such property for its current and anticipated purposes;  all the property described in the
Registration Statement and the Prospectus as being held under lease by the
Company or a Subsidiary is held thereby under valid, subsisting and enforceable
leases;


 


(u)           (i) the Company and the
Subsidiaries own, or have obtained valid and enforceable licenses for, or other
rights to use, the inventions, patent applications, patents, trademarks (both
registered and unregistered), trade names, copyrights, trade secrets and other
proprietary information described in the Registration Statement and the
Prospectus as being owned or licensed by them or which are necessary for the
conduct of their respective businesses, except where the failure to own,
license or have such rights would not, individually or in the aggregate, have a
Material Adverse Effect (collectively, “Intellectual Property”);
(ii) there are no third parties who have or, to the Company’s knowledge,
will be able to establish rights to any Intellectual Property, except for the
ownership rights of the owners of the Intellectual Property which is licensed
to the Company; (iii) there is no infringement by third parties of any
Intellectual Property; (iv) there is no pending or, to the Company’s
knowledge, threatened action, suit, proceeding or claim by others challenging
the Company’s rights in or to any Intellectual Property, and the Company is
unaware of any facts which could form a reasonable basis for any such claim;
(v) there is no pending or, to the Company’s knowledge, threatened action,
suit, proceeding or claim by others challenging the validity or scope of any
Intellectual Property, and the Company is unaware of any facts which could form
a reasonable basis for any such claim; (vi) there is no pending or, to the
Company’s knowledge, threatened action, suit, proceeding or claim by others
that the Company infringes or otherwise violates any patent, trademark,
copyright, trade secret or other proprietary rights of others, and the Company
is unaware of any facts which could form a reasonable basis for any such claim;
(vii) to the Company’s knowledge, there is no patent or patent application
that contains claims that interfere with the issued or pending claims of any of
the Intellectual Property; and (viii) to the Company’s knowledge, there is no
prior art that may render any patent application owned by the Company of the
Intellectual Property unpatentable that has not been disclosed to the U.S.
Patent and Trademark Office;


 





















 


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(v)           neither the Company nor any of the
Subsidiaries is engaged in any unfair labor practice; except for matters which
would not, individually or in the aggregate, have a Material Adverse Effect,
(i) there is (A) no unfair labor practice complaint pending or, to
the Company’s knowledge, threatened against the Company or any of the
Subsidiaries before the National Labor Relations Board, and no grievance or
arbitration proceeding arising out of or under collective bargaining agreements
is pending or threatened, (B) no strike, labor dispute, slowdown or
stoppage pending or, to the Company’s knowledge, threatened against the Company
or any of the Subsidiaries and (C) no union representation dispute
currently existing concerning the employees of the Company or any of the
Subsidiaries, and (ii) to the Company’s knowledge, (A) no union
organizing activities are currently taking place concerning the employees of
the Company or any of the Subsidiaries and (B) there has been no violation
of any federal, state, local or foreign law relating to discrimination in the
hiring, promotion or pay of employees, any applicable wage or hour laws or any
provision of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
or the rules and regulations promulgated thereunder concerning the employees of
the Company or any of the Subsidiaries;


 


(w)          except as would not, individually or
in the aggregate, have a Material Adverse Effect, none of the Company or any of
the Subsidiaries has any liability for any prohibited transaction or funding
deficiency or any complete or partial withdrawal liability with respect to any
pension, profit sharing or other plan that is subject to ERISA to which the
Company or any of the Subsidiaries makes or ever has made a contribution and in
which any employee of the Company or any of the Subsidiaries is or ever has
been a participant;


 


(x)            the Company and the Subsidiaries and
their properties, assets and operations are in compliance with, and hold all
permits, authorizations and approvals required under, Environmental Laws (as
defined below), except to the extent that failure to so comply or to hold such
permits, authorizations or approvals would not, individually or in the
aggregate, have a Material Adverse Effect; except as would not, individually or
in the aggregate, have a Material Adverse Effect, there are no past, present
or, to the Company’s knowledge after due inquiry, reasonably anticipated future
events, conditions, circumstances, activities, practices, actions, omissions or
plans that could reasonably be expected to give rise to any costs or
liabilities to the Company or the Subsidiaries under, or to interfere with or
prevent compliance by the Company or the Subsidiaries with, Environmental Laws;
except as would not, individually or in the aggregate, have a Material Adverse
Effect, neither the Company nor any of the Subsidiaries (i) is the subject of
any investigation, (ii) has received any notice or claim, (iii) is a party to
or affected by any pending or, to the Company’s knowledge, threatened action,
suit or proceeding, (iv) is bound by any judgment, decree or order or (v) has
entered into any agreement, in each case relating to any alleged violation of
any Environmental Law or any actual or alleged release or threatened release or
cleanup at any location of any Hazardous Materials (as defined below) (as used
herein, “Environmental Law” means any federal, state, local or foreign law,
statute, ordinance, rule, regulation, order, decree, judgment, injunction,
permit, license, authorization or other binding requirement, or common law,
relating to health, safety or the protection, cleanup or restoration of the
environment or natural resources, including those relating to the distribution,
processing,


 





















 


-11-


 


generation,
treatment, storage, disposal, transportation, other handling or release or
threatened release of Hazardous Materials, and “Hazardous Materials” means any
material (including, without limitation, pollutants, contaminants, hazardous or
toxic substances or wastes) that is regulated by or may give rise to liability
under any Environmental Law);


 


(y)           all tax returns required to be filed
by the Company and each of the Subsidiaries have been filed, and all taxes and
other assessments of a similar nature (whether imposed directly or through
withholding) including any interest,
additions to tax or penalties applicable thereto due or claimed to be due from
such entities have been paid, other than those being contested in good faith
and for which adequate reserves have been provided or those that are
individually and in the aggregate immaterial in amount and significance;


 


(z)            the Company and each of the
Subsidiaries maintains insurance covering its properties, operations, personnel
and businesses as the Company deems adequate and as previously disclosed to the
Underwriters;  such insurance insures
against such losses and risks to an extent which is adequate in accordance with
customary industry practice to protect the Company and the Subsidiaries and
their businesses;  all such insurance is
fully in force on the date hereof and will be fully in force at the time of
purchase and any additional time of purchase;


 


(aa)         neither the Company nor any of the
Subsidiaries has sustained since the date of the last audited financial
statements included in the Registration Statement and the Prospectus any loss
or interference with its respective business from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor dispute
or court or governmental action, order or decree, except as disclosed in the
Registration Statement or the Prospectus or as would not, individually or in
the aggregate, have a Material Adverse Effect;


 


(bb)         the Company has not sent or received
any communication regarding termination of, or intent not to renew, any of the
contracts or agreements referred to or described in, or filed as an exhibit to,
the Registration Statement, and no such termination or non-renewal has been
threatened by the Company or, to the Company’s knowledge after due inquiry, any
other party to any such contract or agreement;


 


(cc)         the Company and each of the
Subsidiaries maintains a system of internal accounting controls sufficient to
provide reasonable assurance that (i) transactions are executed in
accordance with management’s general or specific authorization;
(ii) transactions are recorded as necessary to permit preparation of
financial statements in conformity with generally accepted accounting
principles and to maintain accountability for assets; (iii) access to
assets is permitted only in accordance with management’s general or specific
authorization; and (iv) the recorded accountability for assets is compared
with existing assets at reasonable intervals and appropriate action is taken
with respect to any differences;


 


(dd)         the Company has established and
maintains disclosure controls and procedures (as such term is defined in Rule
13a-14 and 15d-14 under the Exchange Act); such disclosure controls and
procedures are designed to ensure that material information relating to 


 





















 


-12-


 


 


the Company,
including its consolidated subsidiaries, is made known to the Company’s Chief
Executive Officer and its Chief Financial Officer by others within those
entities, and such disclosure controls and procedures are effective to perform
the functions for which they were established; the Company’s auditors and the
Audit Committee of the Board of Directors have been advised of: (i) any significant
deficiencies in the design or operation of internal controls which could
adversely affect the Company’s ability to record, process, summarize, and
report financial data; and (ii) any fraud, whether or not material, that
involves management or other employees who have a role in the Company’s
internal controls; any material weaknesses in internal controls have been
identified for the Company’s auditors; and since the date of the most recent
evaluation of such disclosure controls and procedures, there have been no
significant changes in internal controls or in other factors that could
significantly affect internal controls, including any corrective actions with
regard to significant deficiencies and material weaknesses;


 


(ee)         the Company has provided you true,
correct, and complete copies of all documentation pertaining to any extension
of credit in the form of a personal loan made, directly or indirectly, by the
Company to any director or executive officer of the Company, or to any family
member or affiliate of any director or executive officer of the Company; and
since July 30, 2002, the Company has not, directly or indirectly, including
through any subsidiary: (i) extended credit, arranged to extend credit, or
renewed any extension of credit, in the form of a personal loan, to or for any
director or executive officer of the Company, or to or for any family member or
affiliate of any director or executive officer of the Company; or (ii) made any
material modification, including any renewal thereof, to any term of any
personal loan to any director or executive officer of the Company, or any
family member or affiliate of any director or executive officer, which loan was
outstanding on July 30, 2002;


 


(ff)           any statistical and market-related
data included in the Registration Statement and the Prospectus are based on or
derived from sources that the Company believes to be reliable and accurate, and
the Company has obtained the written consent to the use of such data from such
sources to the extent required;


 


(gg)         neither the Company nor any of the
Subsidiaries nor, to the Company’s knowledge after due inquiry, any employee or
agent of the Company or the Subsidiaries has made any payment of funds of the
Company or the Subsidiaries or received or retained any funds in violation of
any law, rule or regulation, which payment, receipt or retention of funds is of
a character required to be disclosed in the Registration Statement or the
Prospectus and is not so disclosed;


 


(hh)         neither the Company nor any of the Subsidiaries
nor any of their respective directors, officers, affiliates or controlling
persons has taken, directly or indirectly, any action designed, or which has
constituted or might reasonably be expected to cause or result in, under the
Exchange Act or otherwise, the stabilization or manipulation of the price of
any security of the Company to facilitate the sale or resale of the Shares;


 





















 


-13-


 


(ii)           to the Company’s knowledge after due
inquiry, there are no affiliations or associations between any member of the
NASD and any of the Company’s officers, directors or 5% or greater
securityholders, except as set forth in the Registration Statement and the
Prospectus;


 


(jj)           neither the Company nor any of
its  Subsidiaries has violated any
provision of the Foreign Corrupt Practices Act of 1977, as amended, or the
rules and regulations promulgated thereunder;


 


(kk)         except as disclosed in the Prospectus,
neither the Company nor any Subsidiary is a party to a letter of intent or
similar instrument or any binding agreement that contemplates an acquisition,
disposition, transfer or sale of the assets (as a going concern) or capital
stock of the Company or of any Subsidiary or business unit or any similar
business combination transaction which would be material to the Company and its
Subsidiaries taken as a whole, and the Company presently is not engaged in any
discussions or negotiations with a third party regarding any such acquisition,
disposition, transfer or sale of such assets or capital stock or similar
business combination transaction; and


 


(ll)           there is no failure on the part of
the Company or any of the Subsidiaries or on the part of any of the Company’s  or the Subsidiaries’ directors or officers,
in their capacities as such, to comply in all material respects, with any
applicable provision of the Sarbanes-Oxley Act of 2002 and the rules and
regulations promulgated in connection 
therewith.


 


In addition, any
certificate signed by any officer of the Company or any of the Subsidiaries and
delivered to the Underwriters or counsel for the Underwriters in connection
with the offering of the Shares shall be deemed to be a representation and
warranty by the Company or Subsidiary, as the case may be, as to matters
covered thereby, to each Underwriter.


 


4.     Certain Covenants of the Company.  The Company hereby agrees:


 


(a)           to
furnish such information as may be required and otherwise to cooperate in
qualifying the Shares for offering and sale under the securities or blue sky
laws of such states or other jurisdictions as you may designate and to maintain
such qualifications in effect so long as you may request for the distribution
of the Shares; provided that the Company shall not be required to
qualify as a foreign corporation or to consent to the service of process under
the laws of any such jurisdiction (except service of process with respect to
the offering and sale of the Shares); and to promptly advise you of the receipt
by the Company of any notification with respect to the suspension of the
qualification of the Shares for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose;


 


(b)           to
make available to the Underwriters in New York City, as soon as practicable
after the Registration Statement becomes effective, and thereafter from time to
time to furnish to the Underwriters, as many copies of the Prospectus (or of
the Prospectus as amended or supplemented if the Company shall have made any
amendments or supplements thereto after the effective date of the Registration
Statement) as the Underwriters may


 





















 


-14-


 


reasonably request for
the purposes contemplated by the Act; in case any Underwriter is required to
deliver a prospectus after the nine-month period referred to in
Section 10(a)(3) of the Act in connection with the sale of the Shares, the
Company will prepare, at its expense, promptly upon request such amendment or
amendments to the Registration Statement and the Prospectus as may be necessary
to permit compliance with the requirements of Section 10(a)(3) of the Act;


 


(c)           if,
at the time this Agreement is executed and delivered, it is necessary for the
Registration Statement or any post-effective amendment thereto to be declared
effective before the offering of the Shares may commence, the Company will
endeavor to cause the Registration Statement or such post-effective amendment
to become effective as soon as possible and the Company will advise you
promptly and, if requested by you, will confirm such advice in writing, (i)
when the Registration Statement and any such post-effective amendment thereto
has become effective, and (ii) if Rule 430A under the Act is used, when the
Prospectus is filed with the Commission pursuant to Rule 424(b) under the Act
(which the Company agrees to file in a timely manner under such Rule);


 


(d)           for
so long as the delivery of a prospectus is required in connection with the
offering or sale of the Shares, to advise you promptly, confirming such advice
in writing, of any request by the Commission for amendments or supplements to
the Registration Statement or the Prospectus or for additional information with
respect thereto, or of notice of institution of proceedings for, or the entry
of a stop order, suspending the effectiveness of the Registration Statement
and, if the Commission should enter a stop order suspending the effectiveness
of the Registration Statement, to use its best efforts to obtain the lifting or
removal of such order as soon as possible; and to advise you promptly of any
proposal to amend or supplement the Registration Statement or the Prospectus,
including by filing any documents that would be incorporated therein by
reference, and to provide you and Underwriters’ counsel copies of any such
documents for review and comment a reasonable amount of time prior to any
proposed filing and to file no such amendment or supplement to which you shall
object in writing;


 


(e)           subject
to Section 4(d) hereof, to file promptly all reports and any definitive proxy
or information statement required to be filed by the Company with the
Commission in order to comply with the Exchange Act subsequent to the date of
the Prospectus and for so long as the delivery of a prospectus is required in
connection with the offering or sale of the Shares; to provide you with a copy
of such reports and statements and other documents to be filed by the Company
pursuant to Section 13, 14 or 15(d) of the Exchange Act during such period a
reasonable amount of time prior to any proposed filing, and to promptly notify
you of such filing;


 


(f)            to
advise the Underwriters promptly of the happening of any event within the time
during which a prospectus relating to the Shares is required to be delivered
under the Act which could require the making of any change in the Prospectus
then being used so that the Prospectus would not include an untrue statement of
material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which 


 





















 


-15-


 


they are made, not
misleading, and, during such time, subject to Section 4(d) hereof, to prepare
and furnish, at the Company’s expense, to the Underwriters promptly such
amendments or supplements to such Prospectus as may be necessary to reflect any
such change;


 


(g)           to
make generally available to its security holders, and to deliver to you, an
earnings statement of the Company (which will satisfy the provisions of Section
11(a) of the Act) covering a period of twelve months beginning after the
effective date of the Registration Statement (as defined in Rule 158(c) under
the Act) as soon as is reasonably practicable after the termination of such
twelve-month period, but no later than the last day of the period within which
the Company is first required to file a periodic report under the Exchange Act
following the first anniversary of such effective date, which periodic report
is required to contain financial statements for the period including such first
anniversary (or, if the Company is not then subject to periodic reporting requirements
under the Exchange Act, the last day of the period within which the Company
would be first required to file such a periodic report, if the Company were
then an accelerated filer (as defined in Rule 12b-2 under the Exchange
Act));


 


(h)           to
furnish to its shareholders as soon as practicable after the end of each fiscal
year an annual report (including a consolidated balance sheet and statements of
income, shareholders’ equity and cash flow of the Company and the Subsidiaries
for such fiscal year, accompanied by a copy of the certificate or report
thereon of nationally recognized independent certified public accountants);


 


(i)            to
furnish to you two copies of the Registration Statement, as initially filed
with the Commission, and of all amendments thereto (including all exhibits
thereto and documents incorporated by reference therein) and sufficient copies
of the foregoing (other than exhibits) for distribution of a copy to each of
the other Underwriters;


 


(j)            to
furnish to you promptly and, upon request, to each of the other Underwriters
for a period of five years from the date of this Agreement (i) copies of any
reports or other communications which the Company shall send to its shareholders
or shall from time to time publish or publicly disseminate, (ii) copies of all
annual, quarterly and current reports filed with the Commission on Forms 10-K,
10-Q and 8-K, or such other similar forms as may be designated by the Commission,
(iii) copies of documents or reports filed with any national securities
exchange on which any class of securities of the Company is listed, and (iv)
such other information as you may reasonably request regarding the Company or
the Subsidiaries;


 


(k)           to
furnish to you as early as practicable prior to the time of purchase and any
additional time of purchase, as the case may be, but not later than two
business days prior thereto, a copy of the latest available unaudited interim
and monthly consolidated financial statements, if any, of the Company and the
Subsidiaries which have been read by the Company’s independent certified public
accountants, as stated in their letter to be furnished pursuant to Section 6(b)
hereof;


 





















 


-16-


 


(l)            to
apply the net proceeds from the sale of the Shares in the manner set forth
under the caption “Use of Proceeds” in the Prospectus;


 


(m)          to
pay all costs, expenses, fees and taxes in connection with (i) the preparation
and filing of the Registration Statement, each Preliminary Prospectus, the
Prospectus, and any amendments or supplements thereto, and the printing and
furnishing of copies of each thereof to the Underwriters and to dealers
(including costs of mailing and shipment), (ii) the registration, issue, sale
and delivery of the Shares including any stock or transfer taxes and stamp or
similar duties payable upon the sale, issuance or delivery of the Shares to the
Underwriters, (iii) the producing, word processing and/or printing of this
Agreement, any Agreement Among Underwriters, any dealer agreements, any Powers
of Attorney and any closing documents (including compilations thereof) and the
reproduction and/or printing and furnishing of copies of each thereof to the
Underwriters and (except closing documents) to dealers (including costs of
mailing and shipment), (iv) the qualification of the Shares for offering and
sale under state or foreign laws and the determination of their eligibility for
investment under state or foreign law as aforesaid (including the reasonable
legal fees and filing fees and other disbursements of counsel for the Underwriters)
and the printing and furnishing of copies of any blue sky surveys or legal
investment surveys to the Underwriters and to dealers, (v) any listing of the
Shares on any securities exchange or qualification of the Shares for quotation
on NASDAQ and any registration thereof under the Exchange Act, (vi) any filing
for review of the public offering of the Shares by the NASD, including the
legal fees (up to a maximum of $5,000) and filing fees and other disbursements
of counsel to the Underwriters, (vii) the fees and disbursements of any
transfer agent or registrar for the Shares, (viii) the costs and expenses
of the Company relating to presentations or meetings undertaken in connection
with the marketing of the offering and sale of the Shares to prospective
investors and the Underwriters’ sales forces, including, without limitation, expenses
associated with the production of road show slides and graphics, fees and
expenses of any consultants engaged in connection with the road show
presentations, travel, lodging and other expenses incurred by the officers of
the Company and any such consultants, and the cost of any aircraft chartered in
connection with the road show, and (ix) the performance of the Company’s
other obligations hereunder;


 


(n)           not
to sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant
any option to purchase or otherwise dispose of or agree to dispose of, directly
or indirectly, any Common Stock or securities convertible into or exchangeable
or exercisable for Common Stock or warrants or other rights to purchase Common
Stock or any other securities of the Company that are substantially similar to
Common Stock, or file or cause to be declared effective a registration
statement under the Act relating to the offer and sale of any shares of Common
Stock or securities convertible into or exercisable or exchangeable for Common
Stock or other rights to purchase Common Stock or any other securities of the
Company that are substantially similar to Common Stock for a period of 90 days
after the date hereof (the “Lock-Up Period”), without the prior written consent
of UBS, except for (i) the registration of the Shares and the sales to the
Underwriters pursuant to this Agreement, (ii) issuances of Common Stock upon
the exercise of options or warrants disclosed as outstanding in the
Registration Statement and the Prospectus, and (iii) the issuance of employee
stock options, stock 


 





















 


-17-


 


appreciation rights,
restricted stock, performance shares or performance units pursuant to stock
option and other benefit plans described in the Registration Statement and the
Prospectus, in each case that are not exercisable and with respect to which restrictions
do not lapse during the Lock-Up Period;


 


(o)           to
use its best efforts to cause the Common Stock to be listed on the New York
Stock Exchange; and


 


(p)           to
maintain a transfer agent and, if necessary under the jurisdiction of
incorporation of the Company, a registrar for the Common Stock.


 


5.     Reimbursement of Underwriters’ Expenses.  If the Shares are not delivered for any
reason other than the termination of this Agreement pursuant to the fifth
paragraph of Section 8 hereof or the default by one or more of the Underwriters
in its or their respective obligations hereunder, the Company shall, in
addition to paying the amounts described in Section 4(n) hereof, reimburse the
Underwriters for all of their out-of-pocket expenses, including the reasonable
fees and disbursements of their counsel.


 


6.     Conditions of Underwriters’ Obligations.  The several obligations of the Underwriters
hereunder are subject to the accuracy of the representations and warranties on
the part of the Company on the date hereof, at the time of purchase and, if
applicable, at the additional time of purchase, the performance by the Company
of its obligations hereunder and to the following additional conditions precedent:


 


(a)           The Company shall furnish to you at
the time of purchase and, if applicable, at the additional time of purchase, an
opinion of Quarles & Brady LLP, outside counsel for the Company, and
Maurice D. Jones, Esq., General Counsel of the Company, in each case addressed
to the Underwriters, and dated the time of purchase or the additional time of
purchase, as the case may be, with reproduced copies for each of the other
Underwriters and in form and substance satisfactory to Skadden, Arps, Slate,
Meagher & Flom LLP, counsel for the Underwriters, stating that:


 


(i)            the Company is
validly existing as a corporation under the laws of the State of Wisconsin,
with full corporate power and authority to own, lease and operate its
properties and conduct its business as described in the Registration Statement
and the Prospectus, to execute and deliver this Agreement and to issue, sell
and deliver the Shares as contemplated herein;


 


(ii)           each of the
Significant Subsidiaries is validly existing as a corporation, limited
liability company or other legal entity recognized in the relevant jurisdiction
in good standing (where applicable) under the laws of its jurisdiction of
incorporation or organization, with full corporate power and authority to own,
lease and operate its properties and to conduct its business as described in
the Registration Statement and the Prospectus;


 





















 


-18-


 


(iii)          the Company and
each of the Significant Subsidiaries are duly qualified to do business as a
foreign corporation (or other applicable legal entity) and are in good standing
(where applicable) in each jurisdiction where the ownership or leasing of their
properties or the conduct of their business requires such qualification, except
where the failure to be so qualified and in good standing would not,
individually or in the aggregate, have a Material Adverse Effect;


 


(iv)          this Agreement has
been duly authorized, executed and delivered by the Company;


 


(v)           the Shares have been
duly authorized and validly issued and are fully paid and non-assessable
(subject to Section 180.0622(2)(b) of the WBCL);


 


(vi)          the Company has an
authorized capitalization and as of September 30, 2004 had an outstanding
capitalization as set forth in the Registration Statement and the Prospectus;
all of the issued and outstanding shares of capital stock of the Company have
been duly authorized and validly issued, are fully paid and non-assessable
(subject to Section 180.0622(2)(b) of the WBCL) and are free of statutory
preemptive rights and, to such counsel’s knowledge, contractual preemptive
rights, resale rights, rights of first refusal and similar rights; the Shares
are free of statutory preemptive rights and, to such counsel’s knowledge,
contractual preemptive rights, resale rights, rights of first refusal and
similar rights; the certificates for the Shares are in due and proper form in
all material respects under the Company’s articles of incorporation and bylaws,
the WBCL and the rules of the New York Stock Exchange and (subject to Section
180.0622(2)(b) of the WBCL) the holders of the Shares will not be subject to
personal liability by reason of being such holders;


 


(vii)         all of the
outstanding shares of capital stock or other ownership interests of each of the
Significant Subsidiaries have been duly authorized and validly issued, are
fully paid and non-assessable (subject, in the case of the Subsidiaries that
are Wisconsin corporations, to Section 180.0622(2)(b) of the WBCL and, in
the case of any Subsidiary organized in a non-U.S. jurisdiction, to the laws of
such non-U.S. jurisdiction) and (except as stated in Schedule B
hereto and except to the extent such shares constitute Pledge Agreement
Collateral as defined in the Credit Agreement dated May 9, 2001 among the
Company, various lenders and Bankers Trust Company, as administrative agent, or
as otherwise stated in the Registration Statement or the Prospectus) are owned
by the Company either directly or indirectly through one or more Subsidiaries
subject to no security interest, other encumbrance or adverse claims; and no
options, warrants or other rights to purchase, agreements or other obligations
to issue or other rights to convert any obligation into shares of capital stock
or ownership interests in the Subsidiaries are outstanding;


 


(viii)        the capital stock of
the Company, including the Shares, conforms in all material respects to the
description thereof contained in the Registration Statement and the Prospectus;


 





















 


-19-


 


(ix)           the Registration
Statement and the Prospectus (except as to the financial statements and
schedules and other financial data contained therein or omitted therefrom, as
to which such counsel need express no opinion) comply as to form in all
material respects with the requirements of the Act; and the conditions to the
use of Form S-3 have been satisfied; the documents incorporated by
reference in the Registration Statement and the Prospectus, at the time they
became effective or were filed with the Commission, complied as to form in all
material respects with the requirements of the Exchange Act (except as to the
financial statements and schedules and other financial data contained therein
or omitted therefrom, as to which such counsel need express no opinion);


 


(x)            the Registration Statement
has become effective under the Act and, to such counsel’s knowledge, no stop
order proceedings with respect thereto are pending or threatened under the Act
and any required filing of the Prospectus and any supplement thereto pursuant
to Rule 424 under the Act has been made in the manner and within the time
period required by such Rule 424;


 


(xi)           no approval,
authorization, consent or order of or filing with any federal, state or local
governmental or regulatory commission, board, body, authority or agency is
required in connection with the issuance and sale of the Shares and
consummation by the Company of the transactions contemplated hereby other than
registration of the Shares under the Act (except such counsel need express no
opinion as to any necessary qualification under the state or foreign securities
or blue sky laws of the various jurisdictions in which the Shares are being
offered by the Underwriters);


 


(xii)          the execution,
delivery and performance of this Agreement, the issuance and sale of the Shares
and the consummation of the transactions contemplated hereby will not conflict
with, result in any breach or violation of or constitute a default under (nor
constitute any event which with notice, lapse of time or both would result in
any breach of or constitute a default under) (A) the charter or by-laws
(or similar organizational documents) of the Company or any of the
Subsidiaries, (B) any indenture, mortgage, deed of trust, bank loan or
credit agreement or other evidence of indebtedness, or any license, lease,
contract or other agreement or instrument to which the Company or any of the
Subsidiaries is a party or by which any of them or any of their respective
properties may be bound or affected (collectively, “Contracts”), in each case
that is filed or incorporated by reference as an exhibit to the Registration
Statement or any document that is incorporated by reference in the Registration
Statement or the Prospectus as of the date of such opinion, (C) any other
Contract, except as would not have a Material Adverse Effect and would not
materially adversely affect the Company’s ability to satisfy its obligations
under this Agreement, or (D) any federal, state, local or foreign law,
regulation or rule or any decree, judgment or order applicable to the Company
or any of the Subsidiaries;


 





















 


-20-


 


(xiii)         to such counsel’s
knowledge, (x) neither the Company nor any of the Significant Subsidiaries
is in violation of its respective charter or by-laws and (y) except for
such breaches, violations or defaults as would not, individually or in the
aggregate, have a Material Adverse Effect, neither the Company nor any of the
Subsidiaries is in breach or violation of or in default under (nor has any
event occurred which with notice, lapse of time or both would result in any
breach of, constitute a default under or give the holder of any indebtedness
(or a person acting on such holder’s behalf) the right to require the
repurchase, redemption or repayment of all or a part of such indebtedness
under) any indenture, mortgage, deed of trust, bank loan or credit agreement or
other evidence of indebtedness; any license, lease, contract or other agreement
or instrument to which the Company or any of the Subsidiaries is a party or by
which any of them or any of their properties may be bound or affected; or any
federal, state, local or foreign law, regulation or rule or any decree,
judgment or order applicable to the Company or any of the Subsidiaries;


 


(xiv)        to such counsel’s
knowledge, there are no affiliate transactions, off-balance sheet transactions,
contracts, licenses, agreements, leases or documents of a character which are
required to be described in the Registration Statement or the Prospectus or to
be filed as an exhibit to the Registration Statement which have not been so
described or filed;


 


(xv)         to such counsel’s
knowledge, there are no actions, suits, claims, investigations or proceedings
pending, threatened or contemplated to which the Company or any of the Subsidiaries
or any of their respective directors or officers is a party or to which any of
their respective properties is subject at law or in equity, before or by any
federal, state, local or foreign governmental or regulatory commission, board,
body, authority or agency which are required to be described in the
Registration Statement or the Prospectus but are not so described;


 


(xvi)        to such counsel’s
knowledge, the Company and the Subsidiaries own or possess adequate licenses or
other rights to use all patents, trademarks, service marks, trade names,
copyrights and know-how necessary to conduct the businesses now or proposed to
be operated by them as described in the Registration Statement and the
Prospectus, and none of the Company or the Subsidiaries has received any notice
of infringement of or conflict with asserted rights of others with respect to
any patents, trademarks, service marks, trade names, copyrights and know-how
that, if such assertions of infringement or conflict were sustained, would have
a Material Adverse Effect;


 


(xvii)       the Company is not
and, after giving effect to the offering and sale of the Shares, will not be an
“investment company” or an entity “controlled” by an “investment company,” as
such terms are defined in the Investment Company Act;


 


(xviii)      the information in
the Registration Statement and the Prospectus under the headings “Management’s
discussion and analysis of financial condition and 


 





















 


-21-


 


results of
operations—environmental, health, safety and other matters,” “Description of
capital stock,” “Risk factors—Risks related to our business—Increased or
unexpected product warranty claims could adversely affect us,” “Risk
factors—Risks related to this offering and our common stock—We may be unable
to, or may choose not to, continue to pay dividends on our common stock at
current rates or at all” and “Risk factors—Risks related to this offering and
our common stock—We have implemented, and Wisconsin law contains, anti-takeover
provisions that may adversely affect your rights as a holder of our common
stock,” insofar as such statements constitute a summary of documents or matters
of law, and those statements in the Registration Statement and the Prospectus
that are descriptions of contracts, agreements or other legal documents or of
legal proceedings, or refer to statements of law or legal conclusions, are
accurate in all material respects and present fairly the information required
to be shown; and


 


(xix)         no person has the
right, pursuant to the terms of any contract, agreement or other instrument
described in or filed as an exhibit to the Registration Statement or otherwise
known to such counsel, to cause the Company to register under the Act any
shares of Common Stock or shares of any other capital stock or other equity
interest of the Company, or to include any such shares or interest in the
Registration Statement or the offering contemplated thereby, whether as a
result of the filing or effectiveness of the Registration Statement or the sale
of the Shares as contemplated thereby or otherwise;


 


provided that only the
opinion of Mr. Jones shall be required to address the matters described by the
preceding subparagraphs (ii) (to the extent relating to any Subsidiary not
organized under the laws of the United States or any political subdivision
thereof (each a “Foreign Subsidiary”)); (iii) (to the extent relating to
any Foreign Subsidiary); (vii); (xii)(A), (C) and (D) (in each case, to the
extent relating to any Subsidiary); (xiii); (xiv); (xv); (xvi); and (xix); and
the opinion of Quarles & Brady LLP shall be required to address the balance
of the matters described by the preceding subparagraphs (i) through (xix).


 


In
addition, each such counsel shall state that such counsel has participated in
conferences with officers and other representatives of the Company,
representatives of the independent public accountants of the Company and
representatives of the Underwriters at which the contents of the Registration
Statement and the Prospectus were discussed and, although such counsel is not
passing upon and does not assume responsibility for the accuracy, completeness
or fairness of the statements contained in the Registration Statement or the
Prospectus (except as and to the extent stated in subparagraphs (vi), (viii)
and (xviii) above), on the basis of the foregoing nothing has come to the
attention of such counsel that causes them to believe that the Registration
Statement or any amendment thereto at the time such Registration Statement or
amendment became effective (or, if later, at the time of filing of the Company’s
most recent annual report on Form 10-K) contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, or that the
Prospectus or any supplement thereto at the date of such Prospectus or such
supplement, and at the time of purchase or the additional time of 


 





















 


-22-


 


purchase, as the case may
be, contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading
(it being understood that such counsel need express no opinion with respect to
the financial statements and schedules and other financial data included in the
Registration Statement or the Prospectus).


 


(b)           You
shall have received from PricewaterhouseCoopers LLP letters dated, respectively,
the date of this Agreement, the time of purchase and, if applicable, the
additional time of purchase, and addressed to the Underwriters (with reproduced
copies for each of the Underwriters) in the forms heretofore approved by you.


 


(c)           You
shall have received at the time of purchase and, if applicable, at the
additional time of purchase, the favorable opinion of Skadden, Arps, Slate,
Meagher & Flom LLP, counsel for the Underwriters, dated the time of
purchase or the additional time of purchase, as the case may be, as to the
matters referred to in the second paragraph and clauses (iv), (v), (viii) (with
respect to the Shares only), (ix) and (x) of the first paragraph of subsection
(a) of this Section 6, which counsel may in rendering such opinion rely, as to
matters of Wisconsin law, on the opinion of Quarles & Brady LLP.


 


(d)           No
Prospectus or amendment or supplement to the Registration Statement or the
Prospectus, including documents deemed to be incorporated by reference therein,
shall have been filed to which you object in writing.


 


(e)           The
Registration Statement shall have become effective not later than 5:30 p.m. New
York City time on the date of this Agreement and, if Rule 430A under the Act is
used, the Prospectus shall have been filed with the Commission pursuant to Rule
424(b) under the Act at or before 5:30 p.m., New York City time, on the second
full business day after the date of this Agreement.


 


(f)            Prior
to the time of purchase, and, if applicable, the additional time of purchase,
(i) no stop order with respect to the effectiveness of the Registration
Statement shall have been issued under the Act or proceedings initiated under
Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and all
amendments thereto shall not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; and (iii) the Prospectus and all
amendments or supplements thereto shall not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they are made, not misleading.


 


(g)           Between
the time of execution of this Agreement and the time of purchase or the
additional time of purchase, as the case may be, no material adverse change or
any development involving a prospective material adverse change in the
business, properties, management, financial condition or results of operations
of the Company and the Subsidiaries taken as a whole shall occur or become
known.


 





















 


-23-


 


(h)           The
Company will, at the time of purchase and, if applicable, at the additional
time of purchase, deliver to you a certificate of its Chief Executive Officer
and its Chief Financial Officer to the form attached as Exhibit B
hereto.


 


(i)            You
shall have received signed Lock-up Agreements referred to in Section 3(r)
hereof.


 


(j)            The
Company shall have furnished to you such other documents and certificates as to
the accuracy and completeness of any statement in the Registration Statement
and the Prospectus as of the time of purchase and, if applicable, the additional
time of purchase, as you may reasonably request.


 


(k)           The
Shares shall have been approved for listing on the New York Stock Exchange,
subject only to notice of issuance at or prior to the time of purchase or the
additional time of purchase, as the case may be.


 


(l)            An
irrevocable notice of redemption, conditioned only upon the closing of the
purchase of the Firm Shares hereunder, with respect to the redemption of
$61,250,000 of the principal amount of the Company’s 10 1/2% Senior Subordinated
Notes due 2012 (the “Notes”) outstanding under the Indenture, dated as of
August 8, 2002, among the Company, the guarantors named therein and BNY Midwest
Trust Company (the “Indenture”), shall have been mailed to the registered holders
of the Notes in accordance with Sections 3.01(b) and 3.04 of the Indenture
and the provisions of the Notes relating to “optional redemption upon Public
Equity Offerings.”


 


7.     Effective Date of Agreement; Termination.  This Agreement shall become effective  when the parties hereto have executed and
delivered this Agreement.


 


The obligations of the
several Underwriters hereunder shall be subject to termination in the absolute
discretion of UBS or any group of Underwriters (which may include UBS) which
has agreed to purchase in the aggregate at least 50% of the Firm Shares, if (x)
since the time of execution of this Agreement or the earlier respective dates
as of which information is given in the Registration Statement and the
Prospectus, there has been any material adverse change or any development
involving a prospective material adverse change in the business, properties,
management, financial condition or results of operations of the Company and the
Subsidiaries taken as a whole, which would, in UBS’ judgment or in the judgment
of such group of Underwriters, make it impracticable or inadvisable to proceed
with the public offering or the delivery of the Shares on the terms and in the
manner contemplated in the Registration Statement and the Prospectus, or (y)
there shall have occurred: (i) a suspension or material limitation in trading
in securities generally on the New York Stock Exchange, the American Stock
Exchange or the NASDAQ; (ii) a suspension or material limitation in trading in
the Company’s securities on the New York Stock Exchange; (iii) a general moratorium
on commercial banking activities declared by either federal or New York State authorities
or a material disruption in commercial banking or securities settlement or
clearance services in the United States; (iv) an outbreak or escalation of
hostilities or acts of terrorism involving the United States or a declaration
by the United States of a national emergency or war; or (v) any other calamity
or crisis or any change in 


 





















 


-24-


 


financial, political or
economic conditions in the United States or elsewhere, if the effect of any
such event specified in clause (iv) or (v) in UBS’ judgment or in the judgment
of such group of Underwriters makes it impracticable or inadvisable to proceed
with the public offering or the delivery of the Shares on the terms and in the
manner contemplated in the Registration Statement and the Prospectus, or (z)
there shall have occurred any downgrading, or any notice or announcement shall
have been given or made of (i) any intended or potential downgrading or (ii)
any watch, review or possible change that does not indicate an affirmation or
improvement, in the rating accorded any securities of or guaranteed by the
Company or any Subsidiary by any “nationally recognized statistical rating
organization,” as that term is defined in Rule 436(g)(2) under the Act.


 


If UBS or any group of
Underwriters elects to terminate this Agreement as provided in this
Section 7, the Company and each other Underwriter shall be notified
promptly in writing.


 


If the sale to the
Underwriters of the Shares, as contemplated by this Agreement, is not carried
out by the Underwriters for any reason permitted under this Agreement or if
such sale is not carried out because the Company shall be unable to comply with
any of the terms of this Agreement, the Company shall not be under any
obligation or liability under this Agreement (except to the extent provided in
Sections 4(n), 5 and 9 hereof), and the Underwriters shall be under no
obligation or liability to the Company under this Agreement (except to the
extent provided in Section 9 hereof) or to one another hereunder.


 


8.       Increase in Underwriters’ Commitments.  Subject to Sections 6 and 7 hereof, if any
Underwriter shall default in its obligation to take up and pay for the Firm
Shares to be purchased by it hereunder (otherwise than for a failure of a
condition set forth in Section 6 hereof or a reason sufficient to justify the
termination of this Agreement under the provisions of Section 7 hereof) and if
the number of Firm Shares which all Underwriters so defaulting shall have
agreed but failed to take up and pay for does not exceed 10% of the total
number of Firm Shares, the non-defaulting Underwriters shall take up and pay
for (in addition to the aggregate number of Firm Shares they are obligated to
purchase pursuant to Section 1 hereof) the number of Firm Shares agreed to
be purchased by all such defaulting Underwriters, as hereinafter provided.  Such Shares shall be taken up and paid for by
such non-defaulting Underwriters in such amount or amounts as you may designate
with the consent of each Underwriter so designated or, in the event no such
designation is made, such Shares shall be taken up and paid for by all
non-defaulting Underwriters pro rata in proportion to the aggregate number of
Firm Shares set opposite the names of such non-defaulting Underwriters in Schedule
A hereto.


 


Without relieving any
defaulting Underwriter from its obligations hereunder, the Company agrees with
the non-defaulting Underwriters that it will not sell any Firm Shares hereunder
unless all of the Firm Shares are purchased by the Underwriters (or by substituted
Underwriters selected by you with the approval of the Company or selected by
the Company with your approval).


 


If a new Underwriter or
Underwriters are substituted by the Underwriters or by the Company for a
defaulting Underwriter or Underwriters in accordance with the foregoing
provision, the Company or you shall have the right to postpone the time of
purchase for a period not exceeding five business days in order that any
necessary changes in the Registration Statement and the Prospectus and other
documents may be effected.


 





















 


-25-


 


The term Underwriter as
used in this Agreement shall refer to and include any Underwriter substituted
under this Section 8 with like effect as if such substituted Underwriter had
originally been named in Schedule A hereto.


 


If the aggregate number
of Firm Shares which the defaulting Underwriter or Underwriters agreed to
purchase exceeds 10% of the total number of Firm Shares which all Underwriters
agreed to purchase hereunder, and if neither the non-defaulting Underwriters
nor the Company shall make arrangements within the five business day period
stated above for the purchase of all the Firm Shares which the defaulting
Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall
terminate without further act or deed and without any liability on the part of
the Company to any non-defaulting Underwriter and without any liability on the
part of any non-defaulting Underwriter to the Company.  Nothing in this paragraph, and no action
taken hereunder, shall relieve any defaulting Underwriter from liability in
respect of any default of such Underwriter under this Agreement.


 


9.     Indemnity and Contribution.


 


(a)           The Company agrees to indemnify,
defend and hold harmless each Underwriter, its partners, directors and officers
and any person who controls any Underwriter within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act, and the successors and assigns of
all of the foregoing persons, from and against any loss, damage, expense, liability
or claim (including the reasonable cost of investigation) which, jointly or
severally, any such Underwriter or any such person may incur under the Act, the
Exchange Act, the common law or otherwise, insofar as such loss, damage,
expense, liability or claim arises out of or is based upon  (i) any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or in the
Registration Statement as amended by any post-effective amendment thereof by
the Company) or in a Prospectus (the term Prospectus for the purpose of this
Section 9 being deemed to include any Preliminary Prospectus, the
Prospectus and the Prospectus as amended or supplemented by the Company), or
arises out of or is based upon any omission or alleged omission to state a material
fact required to be stated in either such Registration Statement or such
Prospectus or necessary to make the statements made therein not misleading,
except insofar as any such loss, damage, expense, liability or claim arises out
of or is based upon any untrue statement or alleged untrue statement of a
material fact contained in and in conformity with information concerning such
Underwriter furnished in writing by or on behalf of such Underwriter to the
Company expressly for use in such Registration Statement or such Prospectus or
arises out of or is based upon any omission or alleged omission to state a
material fact in connection with such information required to be stated in such
Registration Statement or such Prospectus or necessary to make such information
not misleading, (ii) any untrue statement or alleged untrue statement made by
the Company in Section 3 hereof or the failure by the Company to perform when
and as required any agreement or covenant contained herein, or (iii) any
untrue statement or alleged untrue statement of any material fact contained in
any audio or visual materials provided by the Company or based upon written
information furnished by or on behalf of the Company including, without
limitation, slides, videos, films or tape recordings used in connection with
the marketing of the Shares.


 


 





















 


-26-


 


If any
action, suit or proceeding (each, a “Proceeding”) is brought against an
Underwriter or any such person in respect of which indemnity may be sought
against the Company pursuant to the foregoing paragraph, such Underwriter or
such person shall promptly notify the Company in writing of the institution of
such Proceeding and the Company shall assume the defense of such Proceeding,
including the employment of counsel reasonably satisfactory to such indemnified
party and payment of all fees and expenses; provided, however,
that the omission to so notify the Company shall not relieve the Company from
any liability which the Company may have to any Underwriter or any such person
or otherwise, except to the extent the Company is actually and materially
prejudiced thereby.  Such Underwriter or
such person shall have the right to employ its or their own counsel in any such
case, but the fees and expenses of such counsel shall be at the expense of such
Underwriter or of such person unless the employment of such counsel shall have
been authorized in writing by the Company in connection with the defense of
such Proceeding or the Company shall not have, within a reasonable period of
time in light of the circumstances, employed counsel to have charge of the
defense of such Proceeding or such indemnified party or parties shall have
reasonably concluded that there may be defenses available to it or them which
are different from, additional to or in conflict with those available to the
Company (in which case the Company shall not have the right to direct the
defense of such Proceeding on behalf of the indemnified party or parties), in
any of which events such fees and expenses shall be borne by the Company and
paid as incurred (it being understood, however, that the Company shall not be
liable for the expenses of more than one separate counsel (in addition to any
local counsel) in any one Proceeding or series of related Proceedings in the
same jurisdiction representing the indemnified parties who are parties to such
Proceeding).  The Company shall not be liable
for any settlement of any Proceeding effected without its written consent but
if settled with the written consent of the Company, the Company agrees to
indemnify and hold harmless any Underwriter and any such person from and
against any loss or liability by reason of such settlement.  Notwithstanding the foregoing sentence, if at
any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as contemplated
by the second sentence of this paragraph, then the indemnifying party agrees
that it shall be liable for any settlement of any Proceeding effected without
its written consent if (i) such settlement is entered into more than 60
business days after receipt by such indemnifying party of the aforesaid
request, (ii) such indemnifying party shall not have fully reimbursed the indemnified
party in accordance with such request prior to the date of such settlement and
(iii) such indemnified party shall have given the indemnifying party at least
30 days’ prior notice of its intention to settle.  No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened Proceeding in respect of which any indemnified party is
or could have been a party and indemnity could have been sought hereunder by
such indemnified party, unless such settlement includes an unconditional
release of such indemnified party from all liability on claims that are the
subject matter of such Proceeding and does not include an admission of fault,
culpability or a failure to act, by or on behalf of such indemnified party.


 


(b)           Each Underwriter severally agrees to
indemnify, defend and hold harmless the Company, its directors and officers,
and any person who controls the Company within the meaning of Section 15 of the
Act or Section 20 of the Exchange Act, and the successors and


 





















 


-27-


 


assigns of all of the
foregoing persons, from and against any loss, damage, expense, liability or
claim (including the reasonable cost of investigation) which, jointly or
severally, the Company or any such person may incur under the Act, the Exchange
Act, the common law or otherwise, insofar as such loss, damage, expense,
liability or claim arises out of or is based upon any untrue statement or
alleged untrue statement of a material fact contained in and in conformity with
information concerning such Underwriter furnished in writing by or on behalf of
such Underwriter to the Company expressly for use in the Registration Statement
(or in the Registration Statement as amended by any post-effective amendment
thereof by the Company) or in a Prospectus, or arises out of or is based upon
any omission or alleged omission to state a material fact in connection with
such information required to be stated in such Registration Statement or such
Prospectus or necessary to make such information not misleading.


 


If any
Proceeding is brought against the Company or any such person in respect of
which indemnity may be sought against any Underwriter pursuant to the foregoing
paragraph, the Company or such person shall promptly notify such Underwriter in
writing of the institution of such Proceeding and such Underwriter shall assume
the defense of such Proceeding, including the employment of counsel reasonably
satisfactory to such indemnified party and payment of all fees and expenses; provided,
however, that the omission to so notify such Underwriter shall not
relieve such Underwriter from any liability which such Underwriter may have to
the Company or any such person or otherwise. 
The Company or such person shall have the right to employ its own counsel
in any such case, but the fees and expenses of such counsel shall be at the
expense of the Company or such person unless the employment of such counsel
shall have been authorized in writing by such Underwriter in connection with
the defense of such Proceeding or such Underwriter shall not have, within a
reasonable period of time in light of the circumstances, employed counsel to
defend such Proceeding or such indemnified party or parties shall have reasonably
concluded that there may be defenses available to it or them which are
different from or additional to or in conflict with those available to such
Underwriter (in which case such Underwriter shall not have the right to direct
the defense of such Proceeding on behalf of the indemnified party or parties,
but such Underwriter may employ counsel and participate in the defense thereof
but the fees and expenses of such counsel shall be at the expense of such
Underwriter), in any of which events such fees and expenses shall be borne by
such Underwriter and paid as incurred (it being understood, however, that such
Underwriter shall not be liable for the expenses of more than one separate
counsel (in addition to any local counsel) in any one Proceeding or series of
related Proceedings in the same jurisdiction representing the indemnified
parties who are parties to such Proceeding). 
No Underwriter shall be liable for any settlement of any such Proceeding
effected without the written consent of such Underwriter but if settled with
the written consent of such Underwriter, such Underwriter agrees to indemnify
and hold harmless the Company and any such person from and against any loss or
liability by reason of such settlement. 
Notwithstanding the foregoing sentence, if at any time an indemnified
party shall have requested an indemnifying party to reimburse the indemnified
party for fees and expenses of counsel as contemplated by the second sentence
of this paragraph, then the indemnifying party agrees that it shall be liable
for any settlement of any Proceeding effected without its written consent if
(i) such settlement is entered into more than 60 business days after receipt by
such indemnifying party of the aforesaid request, (ii) such indemnifying
party shall not have reimbursed the 


 





















 


-28-


 


indemnified party in
accordance with such request prior to the date of such settlement and (iii)
such indemnified party shall have given the indemnifying party at least 30 days’
prior notice of its intention to settle. 
No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened
Proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party,
unless such settlement includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such
Proceeding.


 


(c)           If the indemnification provided for
in this Section 9 is unavailable to an indemnified party under subsections (a)
and (b) of this Section 9 or insufficient to hold an indemnified party
harmless in respect of any losses, damages, expenses, liabilities or claims referred
to therein, then each applicable indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
damages, expenses, liabilities or claims (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and the Underwriters on the other hand from the offering of the Shares or
(ii) if the allocation provided by clause (i) above is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative
fault of the Company on the one hand and of the Underwriters on the other in
connection with the statements or omissions which resulted in such losses,
damages, expenses, liabilities or claims, as well as any other relevant
equitable considerations.  The relative
benefits received by the Company on the one hand and the Underwriters on the
other shall be deemed to be in the same respective proportions as the total
proceeds from the offering (net of underwriting discounts and commissions but
before deducting expenses) received by the Company and the total underwriting
discounts and commissions received by the Underwriters, bear to the aggregate
public offering price of the Shares.  The
relative fault of the Company on the one hand and of the Underwriters on the
other shall be determined by reference to, among other things, whether the
untrue statement or alleged untrue statement of a material fact or omission or
alleged omission relates to information supplied by the Company or by the
Underwriters and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.  The amount paid or payable by a party as a
result of the losses, damages, expenses, liabilities and claims referred to in
this subsection shall be deemed to include any legal or other fees or expenses
reasonably incurred by such party in connection with investigating, preparing
to defend or defending any Proceeding.


 


(d)           The
Company and the Underwriters agree that it would not be just and equitable if
contribution pursuant to this Section 9 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in subsection (c) above.  Notwithstanding the provisions of this
Section 9, no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Shares underwritten
by such Underwriter and distributed to the public were offered to the public exceeds
the amount of any damage which such Underwriter has otherwise been required to
pay by reason of such untrue statement or alleged untrue statement or omission or
alleged omission.  


 





















 


-29-


 


No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation.  The
Underwriters’ obligations to contribute pursuant to this Section 9 are
several in proportion to their respective underwriting commitments and not
joint.


 


(e)           The indemnity and contribution
agreements contained in this Section 9 and the covenants, warranties and
representations of the Company contained in this Agreement shall remain in full
force and effect regardless of any investigation made by or on behalf of any
Underwriter, its partners, directors or officers or any person (including each
partner, officer or director of such person) who controls any Underwriter
within the meaning of Section 15 of the Act or Section 20 of the Exchange
Act, or by or on behalf of the Company, its directors or officers, or any
person who controls the Company within the meaning of Section 15 of the
Act or Section 20 of the Exchange Act, and shall survive any termination
of this Agreement or the issuance and delivery of the Shares.  The Company and each Underwriter agree
promptly to notify each other of the commencement of any Proceeding against it
and, in the case of the Company, against any of the Company’s officers or directors
in connection with the issuance and sale of the Shares or in connection with
the Registration Statement or the Prospectus.


 


10.     Information Furnished by the
Underwriters.  The statements set
forth in the last paragraph on the cover page of the Prospectus and the
statements set forth in the sixth, twelfth, thirteenth, fourteenth, fifteenth,
sixteenth and seventeenth paragraphs under the caption “Underwriting” in the
Prospectus, insofar as such statements relate to (i) amounts of selling
concession and reallowance, (ii) over-allotment and stabilization and
(iii) price stabilization and short positions, constitute the only
information furnished by or on behalf of the Underwriters as such information
is referred to in Sections 3 and 9 hereof.


 


12.     Notices.  Except as otherwise herein provided, all
statements, requests, notices and agreements shall be in writing or by telegram
and, if to the Underwriters, shall be sufficient in all respects if delivered
or sent to UBS Securities LLC, 299 Park Avenue, New York, New York
10171-0026, Attention:  Syndicate
Department; if to the Company, shall be sufficient in all respects if delivered
or sent to the Company at the offices of the Company at 2400 South 44th Street,
Manitowoc, Wisconsin 54221-0066, Attention: General Counsel, with a copy to
Quarles & Brady LLP, 411 East Wisconsin Avenue, Milwaukee, Wisconsin 53202,
Attention: Fredrick G. Lautz, Esq.


 


13.     Governing Law; Construction.  This Agreement and any claim, counterclaim or
dispute of any kind or nature whatsoever arising out of or in any way relating
to this Agreement (“Claim”), directly or indirectly, shall be governed by, and construed
in accordance with, the laws of the State of New York.  The Section headings in this Agreement have
been inserted as a matter of convenience of reference and are not a part of
this Agreement.


 


14.     Submission to Jurisdiction.  Except as set forth below, no Claim may be
commenced, prosecuted or continued in any court other than the courts of the
State of New York located in the City and County of New York or in the United
States District Court for the Southern District of New





















 


-30-


 


York, which courts shall
have jurisdiction over the adjudication of such matters, and the Company
consents to the jurisdiction of such courts and personal service with respect
thereto.  The Company hereby consents to
personal jurisdiction, service and venue in any court in which any Claim
arising out of or in any way relating to this Agreement is brought by any third
party against UBS or any indemnified party.  Each of UBS and the Company (on its
behalf and, to the extent permitted by applicable law, on behalf of its shareholders
and affiliates) waives all right to trial by jury in any action, proceeding or
counterclaim (whether based upon contract, tort or otherwise) in any way
arising out of or relating to this Agreement. 
The Company agrees that a final judgment in any such action, proceeding
or counterclaim brought in any such court shall be conclusive and binding upon
the Company and may be enforced in any other courts to the jurisdiction of
which the Company is or may be subject, by suit upon such judgment.


 


15.     Parties at Interest.  The Agreement herein set forth has been and
is made solely for the benefit of the Underwriters and the Company and to the
extent provided in Section 9 hereof the controlling persons, directors and
officers referred to in such section, and their respective successors, assigns,
heirs, personal representatives and executors and administrators.  No other person, partnership, association or
corporation (including a purchaser, as such purchaser, from any of the Underwriters)
shall acquire or have any right under or by virtue of this Agreement.


 


16.     Counterparts.  This Agreement may be signed by the parties
in one or more counterparts which together shall constitute one and the same
agreement among the parties.


 


17.     Successors and Assigns.  This Agreement shall be binding upon the
Underwriters and the Company and their successors and assigns and any successor
or assign of any substantial portion of the Company’s and any of the
Underwriters’ respective businesses and/or assets.


 


18.     Miscellaneous.  UBS, an indirect, wholly owned subsidiary of
UBS AG, is not a bank and is separate from any affiliated bank, including any
U.S. branch or agency of UBS AG.  Because
UBS is a separately incorporated entity, it is solely responsible for its own
contractual obligations and commitments, including obligations with respect to
sales and purchases of securities.  Securities
sold, offered or recommended by UBS are not deposits, are not insured by
the Federal Deposit Insurance Corporation, are not guaranteed by a branch or
agency, and are not otherwise an obligation or responsibility of a branch or
agency.


 





















 


-31-


 


If the foregoing
correctly sets forth the understanding among the Company and the Underwriters,
please so indicate in the space provided below for the purpose, whereupon this
agreement and your acceptance shall constitute a binding agreement among the
Company and the Underwriters, severally.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  THE
  MANITOWOC COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Carl J. Laurino

  	
   

  
	
   

  	
   

  	
  Name:
  Carl J. Laurino

  
	
   

  	
   

  	
  Title: Senior Vice President

  and Chief Financial Officer

  
	
   

  	
   

  
	
  Accepted and
  agreed to as of the

  	
   

  
	
  date first above
  written, on

  	
   

  
	
  behalf of
  themselves and the other several

  	
   

  
	
  Underwriters
  named in Schedule A

  	
   

  
	
   

  	
   

  
	
  UBS SECURITIES
  LLC

  	
   

  
	
  LEHMAN BROTHERS
  INC.

  	
   

  
	
  J.P. MORGAN
  SECURITIES INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  UBS SECURITIES
  LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ James E.
  Nappo

  	
   

  	
   

  
	
   

  	
  Name: James E.
  Nappo

  	
   

  
	
   

  	
  Title: Managing
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ David M.
  Dolezal

  	
   

  	
   

  
	
   

  	
  Name: David M.
  Dolezal

  	
   

  
	
   

  	
  Title: Director

  	
   

  



 


 





















 


SCHEDULE A


 


	
  Underwriter

  	
   

  	
  Number of

  Firm Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  UBS SECURITIES
  LLC

  	
   

  	
  1,590,000

  	
   

  
	
  LEHMAN BROTHERS
  INC.

  	
   

  	
  795,000

  	
   

  
	
  J.P. MORGAN
  SECURITIES INC.

  	
   

  	
  265,000

  	
   

  
	
  Total

  	
   

  	
  2,650,000

  	
   

  



 


 


SCHEDULE A, PAGE 1


 





















 


SCHEDULE B


 


Subsidiaries


 


	
   

  	
   

  	
  Equity ownership, if not

  100% owned by direct parent

  	
   

  	
  Jurisdiction of

  organization

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsidiaries of

  The Manitowoc Company, Inc. (“MTW”)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Manitowoc Crane
  Companies, Inc.*

  	
   

  	
   

  	
   

  	
  Nevada

  
	
  Manitowoc Foodservice
  Companies, Inc.*

  	
   

  	
   

  	
   

  	
  Nevada

  
	
  North Central Crane
  & Excavator Sales Corp.

  	
   

  	
   

  	
   

  	
  Nevada

  
	
  Manitowoc Marine Group
  LLC

  	
   

  	
   

  	
   

  	
  Nevada

  
	
  Manitowoc (Bermuda)
  Ltd.

  	
   

  	
   

  	
   

  	
  Bermuda

  
	
  Manitowoc Western
  Company, Inc. (inactive)

  	
   

  	
   

  	
   

  	
  Wisconsin

  
	
  Manitowoc Crane &
  Shovel Sales Corp. (inactive)

  	
   

  	
   

  	
   

  	
  Ohio

  
	
  Environmental Rehab,
  Inc. (inactive)

  	
   

  	
   

  	
   

  	
  Wisconsin

  
	
  Manitowoc Insurance
  Company Ltd.

  	
   

  	
   

  	
   

  	
  Bermuda

  
	
  FSG Services, LLC

  	
   

  	
  50% MTW/50% MFP

  	
   

  	
  Wisconsin

  
	
  Manitowoc GEC Ltd.

  	
   

  	
   

  	
   

  	
  Ireland

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsidiaries of
  Manitowoc

  Crane Companies, Inc. (“MCI”)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Femco Machine Company,
  Inc.

  	
   

  	
   

  	
   

  	
  Nevada

  
	
  Manitowoc Cranes, Inc.*

  	
   

  	
  99% MCI/1% MTW

  	
   

  	
  Wisconsin

  
	
  West-Manitowoc, Inc.

  	
   

  	
   

  	
   

  	
  Wisconsin

  
	
  Manitowoc
  Re-Manufacturing, Inc.

  	
   

  	
   

  	
   

  	
  Wisconsin

  
	
  Manitowoc CP, Inc.

  	
   

  	
   

  	
   

  	
  Nevada

  
	
  Manitowoc MEC, Inc.

  	
   

  	
   

  	
   

  	
  Nevada

  
	
  Manimex S.A. de C.V.
  (in liquidation)

  	
   

  	
   

  	
   

  	
  Mexico

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsidiary of Manitowoc
  MEC, Inc.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Manitowoc Crane Group
  Korea Company, Ltd

  	
   

  	
   

  	
   

  	
  Korea

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsidiary of Manitowoc
  Cranes, Inc

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Grove Cranes, LLC

  	
   

  	
   

  	
   

  	
  Wisconsin

  
	
  Grove U.S. L.L.C.*

  	
   

  	
   

  	
   

  	
  Delaware

  
	
  National Crane
  Corporation

  	
   

  	
   

  	
   

  	
  Delaware

  
	
  Grove Worldwide
  Holdings Germany AG

  	
   

  	
   

  	
   

  	
  Germany

  
	
  Grove Australia Pty.
  Ltd.

  	
   

  	
   

  	
   

  	
  Australia

  
	
  Grove Holdings France
  SAS

  	
   

  	
   

  	
   

  	
  France

  



 










* Significant Subsidiary


SCHEDULE B, PAGE 1


 





















 


	
   

  	
   

  	
  Equity ownership, if not

  100% owned by direct parent

  	
   

  	
  Jurisdiction of

  organization

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsidiaries of
  Manitowoc

  Foodservice Companies, Inc.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Manitowoc Ice, Inc.*

  	
   

  	
   

  	
   

  	
  Wisconsin

  
	
  Manitowoc Equipment
  Works, Inc.

  	
   

  	
   

  	
   

  	
  Nevada

  
	
  Multiplex GmbH

  	
   

  	
   

  	
   

  	
  Germany

  
	
  KMT Refrigeration, Inc.

  	
   

  	
   

  	
   

  	
  Wisconsin

  
	
  Diversified
  Refrigeration, Inc.*

  	
   

  	
   

  	
   

  	
  Tennessee

  
	
  Manitowoc FP, Inc.

  	
   

  	
   

  	
   

  	
  Nevada

  
	
  SerVend Sales Corp.

  	
   

  	
   

  	
   

  	
  Nevada

  
	
  KMT Sales Corp.

  	
   

  	
   

  	
   

  	
  Nevada

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsidiaries of
  Manitowoc Ice, Inc.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Manitowoc Foodservice
  Europe S.r.l.

  	
   

  	
   

  	
   

  	
  Italy

  
	
  Manitowoc Beverage Systems,
  Inc.

  	
   

  	
   

  	
   

  	
  Nevada

  
	
  Manitowoc Beverage Equipment,
  Inc.

  	
   

  	
   

  	
   

  	
  Missouri

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsidiary of KMT Refrigeration,
  Inc.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Harford Duracool LLC

  	
   

  	
   

  	
   

  	
  Wisconsin

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsidiary of Manitiwoc
  FP, Inc. (“MFP”)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Manitowoc Foodservice International
  SAS

  	
   

  	
   

  	
   

  	
  France

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsidiary of Manitowoc
  Marine Group, LLC

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Marinette Marine Corp.*

  	
   

  	
   

  	
   

  	
  Wisconsin

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsidiaries of
  Manitowoc (Bermuda) Ltd.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Manitowoc (Barbados)
  S.r.l.

  	
   

  	
   

  	
   

  	
  Barbados

  
	
  Manitowoc Europe
  Holdings Ltd.

  	
   

  	
   

  	
   

  	
  UK

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsidiaries of
  Manitowoc Europe Holdings Ltd.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Manitowoc France SAS

  	
   

  	
   

  	
   

  	
  France

  
	
  Manitowoc Europe Ltd.
  (in liquidation)

  	
   

  	
   

  	
   

  	
  UK

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsidiary of Manitowoc
  France SAS

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Potain SAS*

  	
   

  	
   

  	
   

  	
  France

  



 










* Significant Subsidiary


 


SCHEDULE B, PAGE 2


 





















 


	
   

  	
   

  	
  Equity ownership, if not

  100% owned by direct parent

  	
   

  	
  Jurisdiction of

  organization

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsidiaries of Potain
  SAS (“PSAS”)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCI les Sthenes du
  Plateau

  	
   

  	
  99% PSAS/1%BPGR

  	
   

  	
  France

  
	
  Manitowoc Potain Ltd

  	
   

  	
   

  	
   

  	
  UK

  
	
  SCI les Aulnettes

  	
   

  	
  98.8% PSAS/1.2%
  BPRG

  	
   

  	
  France

  
	
  Potain Ire Ltd

  	
   

  	
  51% PSAS/49%
  Fergel E. Bent

  	
   

  	
  Ireland

  
	
  SAM Sologat SARL

  	
   

  	
   

  	
   

  	
  France

  
	
  Potain Zhangjiagang Ltd

  	
   

  	
   

  	
   

  	
  China

  
	
  Potain Ltda

  	
   

  	
  74% PSAS/Noe
  Pereira

  	
   

  	
  Brazil

  
	
  Liftlux Potain GmbH

  	
   

  	
   

  	
   

  	
  Germany

  
	
  BPGR Sarl

  	
   

  	
   

  	
   

  	
  France

  
	
  Noe Pereira Filhos Ltd

  	
   

  	
  98.64%
  PSAS/1.36% PGmbH

  	
   

  	
  Portugal

  
	
  Potain S.r.l.

  	
   

  	
  99.969%
  PSAS/.031% SCA

  	
   

  	
  Italy

  
	
  Potain GmbH

  	
   

  	
  99.8% Noe
  Pereia/.02% PSAS

  	
   

  	
  Germany

  
	
  Potain Pte Ltd

  	
   

  	
   

  	
   

  	
  Singapore

  
	
  Manitowoc Crane Group
  Asia Pte Ltd

  	
   

  	
   

  	
   

  	
  Singapore

  
	
  Potain Belgium (in
  liquidation)

  	
   

  	
   

  	
   

  	
  Belgium

  
	
  Potain Iberia SL

  	
   

  	
   

  	
   

  	
  Spain

  
	
  Sambron SA (in
  liquidation)

  	
   

  	
   

  	
   

  	
  France

  
	
  Manitowoc Crane Group
  CIS

  	
   

  	
   

  	
   

  	
  Russia

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsidiary of BPGR Sarl
  (“BPGR”)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Axiome de Re SA

  	
   

  	
   

  	
   

  	
  Luxembourg

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsidiary of Noe
  Pereira Filhos Lda

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Potain Portugal
  Equipamentos Para a construcao Ltd

  	
   

  	
   

  	
   

  	
  Portugal

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsidiaries of Potain
  S.r.l. (“PSrl”)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sambron Spa (in
  liquidation)

  	
   

  	
   

  	
   

  	
  Italy

  
	
  Potain Industrie S.r.l.*

  	
   

  	
  80% PSrl/20%
  PSAS

  	
   

  	
  Italy

  
	
  Potain Sud Europa
  S.r.l.

  	
   

  	
   

  	
   

  	
  Italy

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsidiaries of Potain
  GmbH

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Potain S.R.O.

  	
   

  	
   

  	
   

  	
  Czech Republic

  
	
  Potain Hungaria Kft

  	
   

  	
   

  	
   

  	
  Hungary

  
	
  Potain Polska SP

  	
   

  	
   

  	
   

  	
  Poland

  
	
  Cadillon GmbH
  (inactive)

  	
   

  	
   

  	
   

  	
  Germany

  
	
  Potain Technick GmbH

  	
   

  	
   

  	
   

  	
  Germany

  
	
  Solum Grundsucks Vermeitungs
  GmbH

  	
   

  	
   

  	
   

  	
  Germany

  



 










* Significant Subsidiary


 


SCHEDULE B, PAGE 3


 





















 


	
   

  	
   

  	
  Equity ownership, if not

  100% owned by direct parent

  	
   

  	
  Jurisdiction of

  organization

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsidiaries of Potain
  Pte Ltd (“Ppte”)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Potain Pty

  	
   

  	
   

  	
   

  	
  Australia

  
	
  Potain Inc

  	
   

  	
  70% PPte/30%
  Denis Warren

  	
   

  	
  Philippines

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsidiaries of

  Manitowoc Crane Group Asia Pte Ltd

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Manitowoc (Hangzhou) Refrigeration
  Co Ltd

  	
   

  	
   

  	
   

  	
  China

  
	
  Shanghai Manitowoc
  International Trading Co Ltd

  	
   

  	
   

  	
   

  	
  China

  
	
  Manitowoc (China) Refrigeration
  Co. Ltd.

  	
   

  	
   

  	
   

  	
  China

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsidiaries of

  Grove Worldwide Holdings Germany AG

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Manitowoc Crane Group
  Netherlands B.V.

  	
   

  	
   

  	
   

  	
  The Netherlands

  
	
  Grove Europe Limited

  	
   

  	
   

  	
   

  	
  UK

  
	
  Deutsche Grove GmbH*

  	
   

  	
   

  	
   

  	
  Germany

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsidiaries of Grove
  Europe, Ltd.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Grove Europe Pension
  Trustees Ltd.

  	
   

  	
   

  	
   

  	
  UK

  
	
  Grove Cranes Ltd. (in liquidation)

  	
   

  	
   

  	
   

  	
  UK

  
	
  Grove Cranes S.L.

  	
   

  	
   

  	
   

  	
  Spain

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsidiary of Deutsche
  Grove GmbH (“DGG”)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Grove Worldwide, Inc.
  & Co. KG

  	
   

  	
  99% DGG/1% MCI

  	
   

  	
  UK

  



 










* Significant Subsidiary


 


SCHEDULE B, PAGE 4


 





















 


SCHEDULE C


 


Directors and Officers


 


Terry D. Growcock


Carl J. Laurino


Thomas G. Musial


Maurice D. Jones


Dean J. Nolden


Mary Ellen Bowers


Glen E. Tellock


Timothy J. Kraus


Dennis E. McCloskey


Dean H. Anderson


Virgis W. Colbert


Daniel W. Duval


Kenneth W. Krueger


Keith D. Nosbusch


James L. Packard


Robert C. Stift


Robert S. Throop


 


SCHEDULE C, PAGE 1


 





















 


Exhibit A


 


The Manitowoc Company, Inc.


 


Common Stock


 


($0.01 Par Value)


 


November     , 2004


 


UBS Securities LLC


Lehman Brothers Inc.


As Representatives of the
several Underwriters


 


c/o       UBS
Securities LLC


299
Park Avenue


New York, New York 10171


 


Ladies and Gentlemen:


 


This Lock-Up Letter Agreement is being delivered to
you in connection with the proposed Underwriting Agreement (the “Underwriting
Agreement”) to be entered into by The Manitowoc Company, Inc., a Wisconsin corporation (the “Company”),
and you, as Representatives of the several Underwriters named therein, with
respect to the public offering (the “Offering”) of Common Stock, par value
$0.01 per share, of the Company (the “Common Stock”).


 


In order to induce you to enter into the Underwriting
Agreement, the undersigned agrees that for a period of 90 days after the date
of the final prospectus supplement relating to the Offering the undersigned
will not, without the prior written consent of UBS, (i) sell, offer to
sell, contract or agree to sell, hypothecate, pledge, grant any option to
purchase or otherwise dispose of or agree to dispose of, directly or
indirectly, or file (or participate in the filing of) a registration statement
with the Securities and Exchange Commission (the “Commission”) in respect of,
or establish or increase a put equivalent position or liquidate or decrease a
call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the
Commission promulgated thereunder with respect to, any Common Stock of the
Company or any securities convertible into or exercisable or exchangeable for
Common Stock, or warrants or other rights to purchase Common Stock, (ii) enter
into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock, or
warrants or other rights to purchase Common Stock, whether any such transaction
is to be settled by delivery of Common Stock or such other securities, in cash
or otherwise or (iii) publicly announce an intention to effect any transaction
specified in clause (i) or (ii).  The foregoing
sentence shall not apply to (a) bona fide gifts, provided the recipient thereof
agrees in writing with the Underwriters to be bound by the terms of this
Lock-Up Letter Agreement and confirm that he, she or it has been in compliance
with the terms of this Lock-Up Letter Agreement since the date hereof, except
that the


 


EXHIBIT A, PAGE 1


 





















 


undersigned may make bona fide gifts in an aggregate amount of up to
1,000 shares without any such agreement from the recipient(s) thereof or (b)
dispositions to any trust for the direct or indirect benefit of the undersigned
and/or the immediate family of the undersigned, provided that such trust agrees
in writing with the Underwriters to be bound by the terms of this Lock-Up
Letter Agreement and confirms that it has been in compliance with the terms of
this Lock-Up Letter Agreement since the date hereof.


 


In addition, the undersigned hereby waives any rights
the undersigned may have to require registration of Common Stock in connection
with the filing of a registration statement relating to the Offering.  The undersigned further agrees that, for a
period of 90 days after the date of the final prospectus supplement relating to
the Offering, the undersigned will not, without the prior written consent of
UBS, make any demand for, or exercise any right with respect to, the
registration of Common Stock of the Company or any securities convertible into
or exercisable or exchangeable for Common Stock, or warrants or other rights to
purchase Common Stock.


 


If (i) the Company notifies you in writing that
it does not intend to proceed with the Offering, (ii) the registration
statement filed with the Securities and Exchange Commission with respect to the
Offering is withdrawn or (iii) for any reason the Underwriting Agreement
shall be terminated prior to the time of purchase (as defined in the
Underwriting Agreement), this Lock-Up Letter Agreement shall be terminated and
the undersigned shall be released from its obligations hereunder.


 


	
   

  	
  Yours
  very truly,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  



 


EXHIBIT A, PAGE 2





















 


Exhibit
B


 


Officers’ Certificate


 


1.               I have reviewed the
Registration Statement and the Prospectus.


 


2.               The representations
and warranties of the Company as set forth in this Agreement are true and
correct as of the time of purchase and, if applicable, the additional time of
purchase.


 


3.               The Company has
performed all of its obligations under this Agreement as are to be performed at
or before the time of purchase and at or before the additional time of
purchase, as the case may be.


 


4.               The conditions set
forth in paragraphs (e), (f) and (g) of Section 6 of this Agreement have been
met.


 


5.               The financial
statements and other financial information included in the Registration
Statement and the Prospectus fairly present in all material respects the
financial condition, results of operations, and cash flows of the Company as
of, and for, the periods presented in the Registration Statement and the
Prospectus.


 


EXHIBIT B, PAGE 1