Exhibit 10.12(c)


 


AMENDMENT
NO. 8 TO AMENDED AND

RESTATED RECEIVABLES PURCHASE AGREEMENT


 


This AMENDMENT NO. 8 TO AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT, dated as of February [    ],
2010 (this “Amendment”), is by and among MANITOWOC FUNDING, LLC, as
Seller, THE MANITOWOC COMPANY, INC., as Servicer, HANNOVER FUNDING COMPANY LLC,
as Purchaser, and NORDDEUTSCHE LANDESBANK GIROZENTRALE, as Agent.


 


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


 


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


 


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


 


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


 


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


 


(a)                                  The definition of “Credit Agreement”
set forth in Exhibit I to the Agreement is amended by replacing the
date “June 12, 2009” where it appears therein with the date “January 21,
2010”.


 


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


 


(s)                                  Financial
Covenants.


 


(i)                                     Maximum
Consolidated Total Leverage Ratio.  The Servicer will cause the Consolidated
Total Leverage Ratio at all times during the fiscal quarters of the Servicer
set forth below to be less than the ratio set forth opposite such fiscal
quarter below:


 


	
  Fiscal
  Quarter Ending

  	
   

  	
  Ratio

  
	
   

  	
   

  	
   

  
	
  June 30, 2009

  	
   

  	
  5.25:1.00

  
	
  September 30, 2009

  	
   

  	
  6.625:1.00

  
	
  December 31, 2009

  	
   

  	
  7.125:1.00

  
	
  March 31, 2010

  	
   

  	
  7.80:1.00

  
	
   

  	
   

  	
   

  
	
  June 30, 2010

  	
   

  	
  7.80:1.00

  
	
  September 30, 2010

  	
   

  	
  7.25:1.00

  
	
  December 31, 2010

  	
   

  	
  6.625:1.00

  
	
  March 31, 2011

  	
   

  	
  6.50:1.00

  
	
   

  	
   

  	
   

  
	
  June 30, 2011

  	
   

  	
  6.375:1.00

  
	
  September 30, 2011

  	
   

  	
  6.25:1.00

  
	
  December 31, 2011

  	
   

  	
  5.75:1.00

  
	
  March 31, 2012

  	
   

  	
  5.75:1.00

  
	
   

  	
   

  	
   

  
	
  June 30, 2012

  	
   

  	
  5.25:1.00

  
	
  September 30, 2012

  	
   

  	
  4.75:1.00

  
	
  December 31, 2012

  	
   

  	
  4.50:1.00

  
	
  March 31, 2013

  	
   

  	
  4.50:1.00

  
	
   

  	
   

  	
   

  
	
  June 30, 2013

  	
   

  	
  4.25:1.00

  
	
  September 30, 2013

  	
   

  	
  3.75:1.00

  
	
  December 31, 2013,

  	
   

  	
  3.50:1.00

  
	
  and thereafter

  	
   

  	
   

  



 

















 


(ii)                                  Maximum Consolidated Senior Secured
Leverage Ratio.
The Servicer will cause the Consolidated Senior Secured Leverage Ratio at all
times during the fiscal quarters of the Servicer set forth below to be less
than the ratio set forth opposite such fiscal quarter below:


 


	
  Fiscal
  Quarter Ending

  	
   

  	
  Ratio

  
	
   

  	
   

  	
   

  
	
  December 31, 2010

  	
   

  	
  5.00:1.00

  
	
  March 31, 2011

  	
   

  	
  5.00:1.00

  
	
   

  	
   

  	
   

  
	
  June 30, 2011

  	
   

  	
  5.00:1.00

  
	
  September 30, 2011

  	
   

  	
  5.00:1.00

  
	
  December 31, 2011

  	
   

  	
  4.25:1.00

  
	
  March 31, 2012

  	
   

  	
  4.25:1.00

  
	
   

  	
   

  	
   

  
	
  June 30, 2012

  	
   

  	
  4.00:1.00

  
	
  September 30, 2012

  	
   

  	
  3.75:1.00

  
	
  December 31, 2012

  	
   

  	
  3.50:1.00

  
	
  March 31, 2013

  	
   

  	
  3.25:1.00

  
	
   

  	
   

  	
   

  
	
  June 30, 2013

  	
   

  	
  3.25:1.00

  
	
  September 30, 2013

  	
   

  	
  3.25:1.00

  
	
  December 31, 2013,

  	
   

  	
  3.00:1.00

  
	
  and thereafter

  	
   

  	
   

  



 


2

















 


(iii)                               Minimum Consolidated Interest Coverage
Ratio.  The Servicer will not permit the Consolidated
Interest Coverage Ratio for any fiscal quarter of the Servicer set forth below
to be less than or equal to the ratio set forth opposite such fiscal quarter
below:


 


	
  Fiscal
  Quarter Ending

  	
   

  	
  Ratio

  
	
   

  	
   

  	
   

  
	
  June 30, 2009

  	
   

  	
  2.75:1.00

  
	
  September 30, 2009

  	
   

  	
  2.25:1.00

  
	
  December 31, 2009

  	
   

  	
  1.875:1.00

  
	
  March 31, 2010

  	
   

  	
  1.75:1.00

  
	
   

  	
   

  	
   

  
	
  June 30, 2010

  	
   

  	
  1.75:1.00

  
	
  September 30, 2010

  	
   

  	
  1.80:1.00

  
	
  December 31, 2010

  	
   

  	
  1.85:1.00

  
	
  March 31, 2011

  	
   

  	
  2.00:1.00

  
	
   

  	
   

  	
   

  
	
  June 30, 2011

  	
   

  	
  2.00:1.00

  
	
  September 30, 2011

  	
   

  	
  2.125:1.00

  
	
  December 31, 2011

  	
   

  	
  2.25:1.00

  
	
  March 31, 2012

  	
   

  	
  2.375:1.00

  
	
   

  	
   

  	
   

  
	
  June 30, 2012

  	
   

  	
  2.50:1.00

  
	
  September 30, 2012

  	
   

  	
  2.50:1.00

  
	
  December 31, 2012

  	
   

  	
  2.75:1.00

  
	
  March 31, 2013

  	
   

  	
  2.75:1.00

  
	
   

  	
   

  	
   

  
	
  June 30, 2013,

  	
   

  	
  3.00:1.00

  
	
  and thereafter

  	
   

  	
   

  



 


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


 


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


 


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


 


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


 


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


 


3

















 


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


 


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


 


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


 


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


 


[Signature pages follow]


 


4

















 


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. 8 to Amended and
Restated Receivables Purchase Agreement


 


S-1

















 


	
   

  	
  THE
  MANITOWOC COMPANY, INC., as Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Amendment No. 8 to Amended and
Restated Receivables Purchase Agreement


 


S-2

















 


	
   

  	
  NORDDEUTSCHE
  LANDESBANK GIROZENTRALE, as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Amendment No. 8 to Amended and
Restated Receivables Purchase Agreement


 


S-3

















 


	
   

  	
  HANNOVER
  FUNDING COMPANY LLC, as Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


Amendment No. 8 to Amended and
Restated Receivables Purchase Agreement


 


S-4