Exhibit 10.12(a)


 


EXECUTION COPY


 


AMENDMENT
NO. 6 TO AMENDED AND

RESTATED RECEIVABLES PURCHASE AGREEMENT


 


This AMENDMENT NO. 6 TO AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT, dated as of December 17, 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”);


 


WHEREAS, concurrently herewith and pursuant
to that certain Joinder Agreement, dated as of the date hereof, Cleveland Range,
LLC (“Cleveland”), a Delaware limited liability company, is becoming
party to the Purchase and Sale Agreement, as an Originator thereunder (the “Cleveland
Joinder”);


 


WHEREAS, concurrently herewith and pursuant
to that certain Joinder Agreement, dated as of the date hereof, The Delfield
Company LLC (“Delfield”), a Delaware limited liability company, is
becoming party to the Purchase and Sale Agreement, as an Originator thereunder
(the “Delfield Joinder” and together with the Cleveland Joinder,
collectively, the “Joinder Agreements”);


 


WHEREAS, concurrently herewith the Seller,
the Servicer, the Agent, the Purchaser and Wachovia Bank, National Association
are amending the Deposit Account Control Agreement,  dated as of September 28, 2009 (the “Wachovia
Amendment”);


 


WHEREAS, concurrently herewith, the parties
hereto are entering into a Second Amended and Restated Fee Letter (the “A&R
Fee Letter”); 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 Fourth Amended and Restated
Intercreditor Agreement, dated as of December 17, 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)                                 The definition of “Loss Horizon”
set forth in Exhibit I to the Agreement is replaced in its entirety
with the following:


 


“Loss Horizon” means
the number four (4).


 


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


 


(o)                                 [Reserved]; or


 


(d)                                 Schedule 
II to the
Agreement is replaced in its entirety with new Schedule II attached
hereto.


 


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 Cleveland Joinder,
the Delfield Joinder, the A&R Fee Letter, the Intercreditor Agreement (as
defined in Section 2(a) above), and the Wachovia Amendment, in
each case, 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; and


 


2

















 


(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.


 


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


 


[Signature
pages follow]


 


3

















 


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


 


	
   

  	
  MANITOWOC
  FUNDING, LLC, as Seller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Amendment No. 6 to
Amended and Restated Receivables Purchase Agreement


 


S-1

















 


	
   

  	
  THE
  MANITOWOC COMPANY, INC., as Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Amendment No. 6 to
Amended and Restated Receivables Purchase Agreement


 


S-2

















 


	
   

  	
  NORDDEUTSCHE
  LANDESBANK GIROZENTRALE, as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Amendment
No. 6 to Amended and Restated Receivables Purchase Agreement


 


S-3

















 


	
   

  	
  HANNOVER
  FUNDING COMPANY LLC, as Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Amendment No. 6 to
Amended and Restated Receivables Purchase Agreement


 


S-4

















 


SCHEDULE
II

LOCK-BOX BANKS, LOCK-BOX ACCOUNTS, LOCK-BOXES AND POST OFFICE BOXES


 


	
  Lock-Box Bank

  	
   

  	
  Lock-Box Accounts

  	
   

  	
  Lock-Boxes or 

  Post Office Boxes

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The
  Northern Trust Company

  	
   

  	
  30142765

  	
   

  	
  93501

  	
   

  
	
   

  	
   

  	
  34496768

  	
   

  	
  96365

  	
   

  
	
   

  	
   

  	
  30296768

  	
   

  	
  92545

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Manufacturers
  and Traders Trust Company

  	
   

  	
  368636

  	
   

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wachovia
  Bank, National Association

  	
   

  	
  2090002602825

  	
   

  	
  951613

  	
   

  
	
   

  	
   

  	
  2090002602799

  	
   

  	
  951679

  	
   

  
	
   

  	
   

  	
  2090002602799

  	
   

  	
  932445

  	
   

  
	
   

  	
   

  	
  2090002602757

  	
   

  	
  53288

  	
   

  
	
   

  	
   

  	
  2090002602757

  	
   

  	
  932442

  	
   

  
	
   

  	
   

  	
  2090002602731

  	
   

  	
  79242

  	
   

  
	
   

  	
   

  	
  2090002602731

  	
   

  	
  53268