Amendment No. 5 to the Second Amended and Restated Credit Agreement



 Exhibit 10.1 
 AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED 
 CREDIT
AGREEMENT 
 THIS AMENDMENT , dated as of November 9, 2010, by and between Manitex International, Inc., a Michigan
corporation formerly known as Veri-Tek International, Corp., and Manitex, Inc., a Texas corporation (the “Companies”, and individually a “Company”), and Comerica Bank, a Texas banking association, of Detroit, Michigan
(“Bank”). 
 WITNESSETH: 
 WHEREAS, Companies and Bank entered into that certain Second Amended and Restated Credit Agreement dated April 11, 2007, as amended (the “Agreement”); and 

WHEREAS, Companies and Bank wish to amend the Agreement; 
 NOW, THEREFORE, Companies and Bank agree as follows: 
 1. Section 9.3 of the
Agreement is amended to read as follows: 
 “Guarantee, endorse or otherwise become secondarily liable for or upon the
obligations of others, except by endorsement for deposit in the ordinary course of business, guaranties of the obligations of either Company or any Subsidiary to suppliers, unsecured guaranties of indebtedness owing by CVS Ferrari s.r.l.
(“CVS”) to foreign banks in respect of working capital financing, not to exceed the lesser of $5,000,000 and the amount of such financing, and guaranties in favor of Bank.” 

2. Section 9.6 of the Agreement is amended to read as follows: 

“Make or allow to remain outstanding any investment (whether such investment shall be of the character of investment in shares of
stock, evidence of indebtedness or other securities or otherwise) in, or any loans or advances to, any Person, except for advances to CVS or to any other wholly-owned foreign Subsidiary in an amount not to exceed $300,000 in the aggregate at any
time outstanding.” 
 3. This Amendment may be executed in counterparts, of which this is one, all of which shall
constitute one and the same instrument. 
 4. Except as modified hereby, all of the terms and conditions of the Agreement shall
remain in full force and effect. Capitalized terms used but not defined herein shall have the meanings given them in the Agreement. 







  
 5. Each Company hereby
represents and warrants that, after giving effect to the amendment contained herein, (a) execution, delivery and performance of this Amendment and any other documents and instruments required under this Amendment or the Agreement are within
such Company’s corporate powers, have been duly authorized, are not in contravention of law or the terms of such Company’s Articles of Incorporation or Bylaws, and do not require the consent or approval of any governmental body, agency, or
authority; and this Amendment and any other documents and instruments required under this Amendment or the Agreement, will be valid and binding in accordance with their terms; (b) the continuing representations and warranties of such Company
set forth in Sections 7.1 through 7.15 of the Agreement are true and correct on and as of the date hereof with the same force and effect as if made on and as of the date hereof; (c) no Default or Event of Default has occurred and is continuing
as of the date hereof. 
 6. This Amendment shall be effective upon execution by Companies and Bank. 

WITNESS the due execution hereof as of the day and year first above written. 

 

									
	 BANK:
  

COMERICA BANK
	 		 	 COMPANIES:
  

MANITEX INTERNATIONAL, INC.

					
	By:	 	 James Q. Goudie III
	 		 	By:	 	 David H. Gransee

					
	 Its:
	 	 VP & AGM
	 		 	Its:	 	 VP & CFO

				
		 		 		 	MANITEX, INC.
					
		 		 		 	By:	 	 David H. Gransee

					
		 		 		 	Its:	 	 VP & CFO



  
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