Exhibit
10.12(b)


 


EXECUTION COPY


 


AMENDMENT
NO. 7 TO AMENDED AND

RESTATED RECEIVABLES PURCHASE AGREEMENT


 


This AMENDMENT NO. 7 TO AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT, dated as of December 31, 2009 (this “Amendment”),
is by and among MANITOWOC FUNDING, LLC, as Seller, THE MANITOWOC COMPANY, INC.,
as Servicer, HANNOVER FUNDING COMPANY LLC, as Purchaser, and NORDDEUTSCHE
LANDESBANK GIROZENTRALE, as Agent.


 


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


 


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


 


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


 


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


 


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


 


(a)           The definition of “Intercreditor
Agreement” set forth in Exhibit I to the Agreement is replaced
in its entirety with the following:


 


“Intercreditor Agreement” means the Fifth Amended and Restated
Intercreditor Agreement, dated as of December 31, 2009, among Manitowoc,
the Originators, the Seller, the Agent and JPMorgan Chase Bank, N.A., as the
same may be amended, supplemented or otherwise modified from time to time.


 


(b)           Clause (xix) of the definition
of “Eligible Receivable” set forth in Exhibit I to the
Agreement is replaced in its entirety with the following:


 


(xix)         the Originator of
which (A) is not in default in any material respect under the terms of the
related Contract from which such Receivable arose, (B) is wholly-owned by
Manitowoc and (C) is not Manitowoc FSG Holdings, Inc.;


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


(b)           counterparts of the Intercreditor
Agreement (as defined in Section 2(a) above), duly executed by
each of the parties thereto;


 


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


 


(d)           opinions of counsel to the Seller and each Originator
regarding certain corporate, enforceability, security interests and bankruptcy
matters in form and substance acceptable to the Agent and customary for
transactions similar to those contemplated by the Transaction Documents; and


 


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


 


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


 


[Signature
pages follow]


 


2

















 


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


 


	
   

  	
  MANITOWOC
  FUNDING, LLC, as Seller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Amendment No. 7 to
Amended and Restated Receivables Purchase Agreement


 


S-1

















 


	
   

  	
  THE
  MANITOWOC COMPANY, INC.,

  as
  Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Amendment No. 7 to Amended
and Restated Receivables Purchase Agreement


 


S-2

















 


	
   

  	
  NORDDEUTSCHE
  LANDESBANK GIROZENTRALE, as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


Amendment No. 7 to
Amended and Restated Receivables Purchase Agreement


 


S-3

















 


	
   

  	
  HANNOVER
  FUNDING COMPANY LLC,

  as
  Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Amendment No. 7 to
Amended and Restated Receivables Purchase Agreement


 


S-4