AMENDMENT
NO. 2 TO 
AMENDED AND RESTATED CREDIT AGREEMENT 



        This
Amendment No. 2 to Amended and Restated Credit Agreement (this
“Amendment”) is entered into as of June __, 2009 by and among The
Manitowoc Company, Inc., a Wisconsin corporation (the “Borrower”), the
Subsidiary Borrowers signatory hereto (together with the Borrower, the
“Borrowers”), JPMorgan Chase Bank, N.A., individually and as
administrative agent (the “Administrative Agent”) and the other financial
institutions signatory hereto. 



RECITALS 



        A.                 The
Borrowers, the Administrative Agent and the Lenders are party to that           certain
Amended and Restated Credit Agreement dated as of August 25, 2008, as           amended
(as so amended, the “Credit Agreement”). Unless           otherwise
specified herein, capitalized terms used in this Amendment shall have           the
meanings ascribed to them by the Credit Agreement.  




        B.                 The
Borrowers, the Administrative Agent and the undersigned Lenders wish to           amend
the Credit Agreement on the terms and conditions set forth below.  




        Now,
therefore, in consideration of the mutual execution hereof and other good and valuable
consideration, the parties hereto agree as follows: 



               1.       Amendments
to Credit Agreement. Upon the “Effective Date” (as           defined
below), the Credit Agreement shall be amended as follows:  




	 	        (a)                 The
defined term “Adjusted LIBO Rate” in Section 1.01 of the Credit
          Agreement is hereby deleted and replaced with the following:  







	 	
“Adjusted
LIBO Rate” means, with respect to any Eurocurrency Borrowing (or, as applicable, for
purposes of determining the Alternate Base Rate with respect to any ABR Borrowing)> for
any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the
next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period (or, in the case of
a Eurocurrency Revolving Borrowing or a Eurocurrency Term X Borrowing, as applicable, for
a one month Interest Period or a two month Interest Period, as applicable, for whichever
of a one month Interest Period, two month Interest Period or three month Interest Period
would result in the highest Adjusted LIBO Rate) multiplied by (b) the Statutory Reserve
Rate; provided that, with respect to any Eurocurrency Borrowing denominated in a Foreign
Currency, the Adjusted LIBO Rate shall mean the LIBO Rate.  






	 	        (b)                 The
defined term “Applicable Prepayment Percentage” in Section 1.01 of
          the Credit Agreement is hereby deleted and replaced with the following:  
















	 	
“Applicable
Prepayment Percentage” means (a) in the case of a Prepayment Event described in
clause (c) of the definition of the term “Prepayment Event” (but only with
respect to the Term A Loan and Term B Loan) or a prepayment required by Section 2.12(d),
a percentage equal to (i) 85% at any time when the Consolidated Total Leverage Ratio is
greater than 5.0:1.0, (ii) 75% at any time when the Consolidated Total Leverage Ratio is
less than or equal to 5.0:1.0 but greater than 4.0:1.0, (iii) 50% at any time when the
Consolidated Total Leverage Ratio is less than or equal to 4.0:1.0 but greater than or
equal to 3.0:1.0, and (iv) 0% at any other time, and (b) in the case of any other
Prepayment Event, 100%.  






	 	        (c)                 The
defined term “Applicable Rate” in Section 1.01 of the Credit
          Agreement is hereby deleted and replaced with the following:  







	 	
“Applicable
Rate” means, for any day, (a) with respect to any ABR Loan or Eurocurrency Loan
(other than the Term B Loan), or with respect to the commitment fees payable hereunder,
as the case may be, the applicable rate per annum set forth in Schedule 1.01 under the
caption “ABR Spread”, “Eurocurrency Spread” or “Commitment Fee
Rate”, as the case may be, based upon the Consolidated Total Leverage Ratio;
provided, however, that for purposes of calculating the Applicable Rate with respect to
ABR Loans bearing interest at the rate determined pursuant to clause (d) of the
definition of Alternate Base Rate, the ABR Spread shall be additionally increased by
0.50% and (b) with respect to the Term B Loan, (i) 4.50% per annum with respect to
Eurocurrency Loans and (ii) 3.50% per annum with respect to ABR Loans; provided, however,
that such rates with respect to the Term B Loan shall be 5.00% per annum with respect to
Eurocurrency Loans and 4.00% per annum with respect to ABR Loans during any time when
Level V Status (as defined on Schedule 1.01) exists, with such status being determined as
set forth on Schedule 1.01. 






	 	        (d)                 The
defined term “Consolidated EBIT” in Section 1.01 of the Credit
          Agreement is hereby deleted and replaced with the following:  







	 	
“Consolidated
EBIT” means, for any period, Consolidated Net Income from continuing operations for
such period before deducting therefrom Consolidated Interest Expense for such period (to
the extent deducted in arriving at Consolidated Net Income for such period) and provision
for taxes based on income (including foreign withholding taxes imposed on interest or
dividend payments and state single business, unitary or similar taxes imposed on net
income) that were included in arriving at Consolidated Net Income for such period and
without giving effect, without duplication, to (a) any extraordinary gains, extraordinary
losses or other extraordinary non-cash charges or benefits, (b) any charges arising out
of prepayments of the Senior Notes, (c) any gains or losses from sales of assets other
than from sales of inventory in the ordinary course of business, (d) fees, expenses and
charges incurred or recorded prior to December 31, 2008 in connection with the
Acquisition, the Transactions or Divestiture Transactions up to an aggregate amount of
$25,000,000, (e) fees, expenses and charges incurred or recorded after December 31, 2008
and prior to December 31, 2009 in connection with Divestiture Transactions or (f)
non-recurring cash severance and non-recurring cash restructuring charges (other than in
connection with the Acquisition, the Transactions or Divestiture Transactions) incurred
or recorded (i) after September 30, 2008 and on or prior to March 31, 2009 in an
aggregate amount up to $25,400,000 and (ii) after March 31, 2009 and on or prior to
September 30, 2010 in an aggregate amount up to $15,000,000. 







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	 	        (e)                 The
defined term “Interest Period” in Section 1.01 of the Credit
          Agreement is hereby amended by adding the following as the ultimate sentence
          thereof:  







	 	
Notwithstanding
the foregoing, after June __, 2009, the Borrower shall not be permitted to elect new one
month Interest Periods or two month Interest Periods with respect to Eurocurrency Term A
Borrowings. 






	 	        (f)                 The
defined term “Offsetting Cash Amount” in Section 1.01 of the           Credit
Agreement is hereby deleted and replaced with the following:  







	 	
“Offsetting
Cash Amount” means the aggregate stated balance sheet amount of cash, Cash
Equivalents and Foreign Cash Equivalents of the Borrower and its Wholly-Owned Domestic
Subsidiaries (excluding any portion thereof which is subject to a Lien in favor of a
Person other than the Collateral Agent or is otherwise restricted), but shall not exceed
$100,000,000. 






	 	        (g)                 Clause
(d) of the defined term “Prepayment Event” in Section 1.01 of           the
Credit Agreement is hereby deleted and replaced with the following:  







	 	
(d)
                                               the
incurrence by any Borrower or any Subsidiary of any Indebtedness for
                    borrowed money, other than Indebtedness permitted under Section 6.01
                    (except (x) Section 6.01(j) to the extent that after giving effect to
                    the incurrence of such Indebtedness (I) the Consolidated Total
Leverage                     Ratio is greater than 3.50 to 1.00 and (II) the aggregate
outstanding                     amount of Receivables Indebtedness exceeds $150,000,000
(but only an                     amount equal to the portion of such Receivables
Indebtedness in excess                     of $150,000,000 shall be required to be
prepaid), (y) Section 6.01(p) to the extent that after giving effect to the incurrence of
such Indebtedness                     the Consolidated Senior Leverage Ratio is greater
than or equal to 3.50                     to 1.00 (but only an amount equal to the
portion of the incurrence                     resulting in such excess shall be required
to be prepaid) and (z) Section 6.01(q)(i)).  







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	 	        (h)                 The
defined term “Term A Loan” in Section 1.01 of the Credit Agreement           is
hereby amended by deleting the phrase “and Section 2.09(d)”          therein.  







	 	        (i)                 Section
1.01 of the Credit Agreement is amended by adding the following           definitions in
appropriate alphabetical order:  







	 	
“Capital
Expenditures” means, without duplication, any expenditure or commitment to expend
money for any purchase or other acquisition of any asset which would be classified as a
fixed or capital asset on a consolidated balance sheet of the Borrower and its
Subsidiaries prepared in accordance with GAAP, but in no event shall Capital Expenditures
include operating leases. 






	 	
“Consolidated
Senior Secured Indebtedness” means, at any time, the amount of all Consolidated
Senior Indebtedness at such time, less the aggregate principal amount of all such
Indebtedness outstanding at such time which is not secured (with Indebtedness of the kind
described in clause (j) of Indebtedness being deemed secured).  






	 	
“Consolidated
Senior Secured Leverage Ratio” means, at any time, the ratio of
(a) Consolidated Senior Secured Indebtedness at such time to (b) Consolidated EBITDA
for the four fiscal quarters of the Borrower then most recently ended. 






	 	        (j)                  Clause
(i) of Section 2.06(b) of the Credit Agreement is hereby deleted and           replaced
with the following:  







	 	
(i)                 the
LC Exposure shall not exceed $125,000,000,  






	 	        (k)                 The
section heading of Section 2.09 of the Credit Agreement is hereby amended by
          deleting the phrase “; Increase of Commitments”.  







	 	        (l)                 The
second sentence of Section 2.09(a) of the Credit Agreement is hereby amended           by
deleting the parenthetical therein.  







	 	        (m)                 Section
2.09(d) of the Credit Agreement is hereby deleted.  







	 	        (n)                 The
first sentence of Section 2.11(a) of the Credit Agreement is hereby amended           by
deleting the parenthetical therein.  







	 	        (o)                 Clause
(y) of Section 5.01(c) of the Credit Agreement is hereby deleted and           replaced
with the following:  







	 	
(y)
                            demonstrating compliance
with Sections 6.07, 6.08, 6.15, 6.16,                     6.20 and, commencing
with the fiscal quarter ending June 30, 2011,                     6.21,  






	 	        (p)                 Section
5.01 of the Credit Agreement is hereby amended by deleting the word           “and” at
the conclusion of subsection 5.01(g), replacing the           “.” at the
conclusion of subsection 5.01(h) with “; and” and           adding a new
subsection 5.01(i) as follows:  








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(i)                      upon
the request of the Administrative Agent or the Required Lenders, within 30
               days after the end of each fiscal month of the Borrower (other than a
fiscal                month ending as of the end of a fiscal quarter of the Borrower),
its                consolidated balance sheet and related statements of operations,
               stockholders’ equity and cash flows as of the end of and for such
fiscal                month and the then elapsed portion of the fiscal year, setting
forth in each                case in comparative form the figures for the corresponding
period or periods of                (or, in the case of the balance sheet, as of the end
of) the previous fiscal                year, all certified by one of its Financial
Officers as presenting fairly in all                material respects the financial
condition and results of operations of the                Borrower and its consolidated
Subsidiaries on a consolidated basis in accordance                with GAAP consistently
applied, subject to normal year-end audit adjustments and                the absence of
footnotes.  






	 	        (q)                  Section
6.01(i) of the Credit Agreement is hereby deleted and replaced with the
          following:  







	 	
(i)                      Indebtedness
of Foreign Subsidiaries of the Borrower under lines of credit to                any such
Foreign Subsidiary from Persons other than the Borrower or any of its
               Subsidiaries, the proceeds of which Indebtedness are used for such Foreign
               Subsidiary’s working capital and other general corporate purposes; provided that
the aggregate principal amount of all such Indebtedness                outstanding at any
time for all such Foreign Subsidiaries (excluding                Indebtedness set forth
on Schedule 6.01 and refinancings thereof by the                applicable Subsidiary or
another Subsidiary in the same country so long as such                refinancings do not
increase the amount of the applicable Indebtedness nor                provide security
not applicable to such scheduled Indebtedness, except to the extent secured
and/or guaranteed by the Security Documents                and/or the other
applicable Credit Documents) shall not exceed                $50,000,000;  






	 	        (r)                  Section
6.01(p) of the Credit Agreement is hereby deleted and replaced with the
          following:  







	 	
(p)                      additional
unsecured Indebtedness incurred by the Borrower and the Subsidiary
               Guarantors (other than Indebtedness of the type described in Section
               6.01(n)(z)); provided that (i) no Default exists at the time of its
               incurrence or would result therefrom and (ii) such Indebtedness
shall                have a Weighted Average Life to Maturity which is at least six
months after the                latest scheduled Loan maturity date under this Agreement
and shall be on terms                no less favorable to the Lenders than the terms of
the Senior Note Documents; provided, however, that Indebtedness may be
incurred pursuant to                this clause (p) only if at the time of its incurrence
the Term X Loan has been                paid in full;  







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	 	        (s)                 The
first sentence of Section 6.04 of the Credit Agreement is hereby deleted and
          replaced with the following:  







	 	
The
Borrower will not, and (on or after the Initial Borrowing Date) will not permit any of
its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly,
any Restricted Payment, except (a) the Borrower may declare and pay dividends with
respect to its Equity Interests payable solely in additional shares of its common stock,
(b) Subsidiaries may declare and pay dividends ratably with respect to their Equity
Interests, (c) the Borrower may make Restricted Payments pursuant to and in accordance
with stock option plans or other benefit plans for directors, management or employees of
the Borrower and its Subsidiaries and (d) so long as no Default has occurred and is
continuing or would result therefrom, then (i) at any time when the Consolidated Total
Leverage Ratio is less than 2.00 to 1.00 (both immediately before and immediately after
the making of such Restricted Payment) the Borrower may make Restricted Payments which,
when aggregated with all other Restricted Payments made pursuant to this Section 6.04(d)
during the then current calendar year do not exceed $75,000,000, (ii) at any time when
the Consolidated Total Leverage Ratio is less than 3.00 to 1.00 but greater than or equal
to 2.00 to 1.00 (both immediately before and immediately after the making of such
Restricted Payment) the Borrower may make Restricted Payments which, when aggregated with
all other Restricted Payments made pursuant to this Section 6.04(d) during the then
current calendar year do not exceed $35,000,000, (iii) at any time when the Consolidated
Total Leverage Ratio is less than 4.00 to 1.00 but greater than or equal to 3.00 to 1.00
(both immediately before and immediately after the making of such Restricted Payment) the
Borrower may make Restricted Payments which, when aggregated with all other Restricted
Payments made pursuant to this Section 6.04(d) during the then current calendar year do
not exceed $20,000,000 and (iv) at any time when the Consolidated Total Leverage Ratio is
greater than or equal to 4.00 to 1.00 (both immediately before and immediately after the
making of such Restricted Payment) the Borrower may make Restricted Payments which, when
aggregated with all other Restricted Payments made pursuant to this Section 6.04(d)
during the then current calendar year do not exceed $10,500,000; provided that in the
case of Section (d)(i), (d)(ii), (d)(iii) or (d)(iv), the Borrower shall have delivered
to the Administrative Agent and each Lender a certificate satisfactory in form and
substance to the Administrative Agent and executed by its chief financial officer or
treasurer evidencing compliance with the requirements of such Section and in no event
shall the Borrower make a Restricted Payment in violation of the terms of any Material
Indebtedness.  






	 	        (t)                  Section
6.05(m) of the Credit Agreement is hereby deleted and replaced with the
          following:  








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(m)                      subject
to the provisions of this Section 6.05(m) and the requirements contained
               in the definition of Permitted Acquisition, the Borrower and its
Wholly-Owned                Subsidiaries may from time to time effect Permitted
Acquisitions, so long as:                (i) no Default or Event of Default shall have
occurred and be continuing at the                time of the consummation of the proposed
Permitted Acquisition or immediately                after giving effect thereto; (ii) at
any time when the Consolidated Total                Leverage Ratio is greater than or
equal to 4.00 to 1.00 (both                immediately before and immediately after
giving effect to such                investment) the aggregate amount of consideration
for any investment                made pursuant to this Section 6.05(m), when added to
the aggregate                amount of such consideration for all other investments made
pursuant to this Section 6.05(m) in the same calendar year as the calendar year in which
               such investment occurs shall not exceed (x) $10,000,000 of cash
               consideration and (y) $100,000,000 of non-cash consideration, (iii) at
               any time when the Consolidated Total Leverage Ratio is less than 4.00 to
               1.00 but greater than or equal to 3.50 to 1.00 (both immediately before
               and immediately after giving effect to such investment) the aggregate
               amount of consideration for any investment made pursuant to this Section
6.05(m), when added to the aggregate amount of such consideration for all
               other investments made pursuant to this Section 6.05(m) in the same
               calendar year as the calendar year in which such investment occurs shall
               not exceed (x) $150,000,000 of cash consideration and (y) $250,000,000
               of non-cash consideration, (iv) if the proposed Permitted Acquisition
               is for aggregate consideration of $75,000,000 or more, the Borrower shall
have                given to the Administrative Agent at least 10 Business Days’ prior
written                notice of such proposed Permitted Acquisition (or such shorter
period of time as                may be reasonably acceptable to the Administrative
Agent), which notice shall be                executed by its chief financial officer or
treasurer and shall describe in                reasonable detail the principal terms and
conditions of such Permitted                Acquisition; (v) both before and after giving
effect to the Permitted                Acquisition, the Borrower is in compliance with
Section 6.01(p); (vi) at                the time of any such Permitted Acquisition
involving the creation or acquisition                of a Subsidiary, or the acquisition
of capital stock or other equity interest of                any Person, the capital stock
or other equity interests thereof created or                acquired in connection with
such Permitted Acquisition shall have been pledged                for the benefit of the
Secured Creditors pursuant to (and to the extent required                by) the US
Pledge Agreement and such Person, if a Domestic Subsidiary which is a
               Material Subsidiary, shall have executed and delivered to the
Administrative                Agent a joinder to the Subsidiary Guaranty; and (vii)
giving effect to                such Permitted Acquisition, (A) at all times that the
Consolidated Total                Leverage Ratio is greater than 3.50 to 1.00, the
Consolidated Total                Leverage Ratio on a Pro Forma Basis is no greater than
the Consolidated                Total Leverage Ratio as calculated immediately prior to
giving effect to                such Permitted Acquisition (B) the Borrower is in
compliance with                Sections 6.07, 6.08 and, commencing with the fiscal
quarter ending June 30, 2011, 6.21, on a Pro Forma Basis;  







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	 	        (u)                  Section
6.07 of the Credit Agreement is hereby deleted and replaced with the           following:  







	 	
SECTION
6.07 Minimum Consolidated Interest Coverage Ratio. The Borrower will not permit the
Consolidated Interest Coverage Ratio for any fiscal quarter of the Borrower 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	1.875:1.00 
	
June 30, 2010	2.00:1.00 
	September 30, 2010	2.125:1.00 
	December 31, 2010	2.125:1.00 
	March 31, 2011	2.125:1.00 
	
June 30, 2011	2.25:1.00 
	September 30, 2011	2.30:1.00 
	December 31, 2011	2.40:1.00 
	March 31, 2012	2.625:1.00 
	
June 30, 2012	2.75:1.00 
	September 30, 2012,	3.00:1:00 
	and thereafter








	 	        (v)                  Section
6.08 of the Credit Agreement is hereby deleted and replaced with the           following:  







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






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	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	7.375:1.00 
	
June 30, 2010	7.375:1.00 
	September 30, 2010	6.75:1.00 
	December 31, 2010	6.25:1.00 
	March 31, 2011	6.25:1.00 
	
June 30, 2011	6.00:1.00 
	September 30, 2011	5.75:1.00 
	December 31, 2011	5.125:1.00 
	March 31, 2012	5.00:1.00 
	
June 30, 2012	4.50:1.00 
	September 30, 2012	4.00:1.00 
	December 31, 2012,	3.50:1.00 
	and thereafter








	 	        (w)                 Article
VI of the Credit Agreement is hereby amended by adding new Sections 6.20           and
6.21 as follows:  







	 	
SECTION
6.20. Maximum Capital Expenditures. At all times that the Consolidated Total
Leverage Ratio is greater than 3.50 to 1.00, the Borrower will not, and will not
permit any of its Subsidiaries to, make Capital Expenditures during any fiscal year that
exceed the amount set forth in the table below opposite the applicable fiscal year (the
“Capex Limit”); provided, however, that the Capex Limit
for each fiscal Year referenced below (commencing with the 2010 fiscal year) will be
increased, if at all, by the positive amount equal to 50% of the amount (if any), equal
to the difference obtained by taking the Capex Limit in effect for the immediately
preceding fiscal year (before giving effect to any increase pursuant to this
provision) minus the actual amount of any Capital Expenditures expended during
such preceding fiscal year (the “Carry Over Amount”).  








	Fiscal Year	Capex Limit
	2009	$ 80,000,000
	2010	$ 80,000,000
	2011	$125,000,000
	2012	$150,000,000







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







	Fiscal Quarter Ending	Ratio      
	
June 30, 2011	5.25:1.00 
	September 30, 2011	5.25:1.00 
	December 31, 2011	4.5:1.00 
	March 31, 2012	4.5:1.00 
	
June 30, 2012	4.00:1.00 
	September 30, 2012	4.00:1.00 
	December 31, 2012,	3.50:1.00 
	and thereafter







	 	        (x)                 The
penultimate and ultimate sentences of Section 9.02(b) of the Credit           Agreement
are hereby deleted.  







	 	        (y)                 Schedule
1.01 to the Credit Agreement is hereby deleted and replaced with the           form of
Schedule 1.01 attached hereto.  







        2.       Authorization.
The undersigned Lenders hereby (a) authorize each of the           Administrative Agent,
the Collateral Agent and the UK Security Trustee           to enter into such
amendments, modifications or supplements to the Security           Documents and the
other applicable Credit Documents as each shall deem necessary           or appropriate
in order to provide that (i) the “Secured Creditors”          (or similar such
term) under each such document shall include Lenders and           Affiliates of Lenders
that are providing lines of credit to Foreign Subsidiaries           of the Borrower
organized under the laws of India and/or Singapore; provided that (x) the
aggregate outstanding amount of Indebtedness of           such Foreign Subsidiaries
secured thereby shall not exceed $15,000,000 at any           time and (y) such
Indebtedness shall be permitted by Section 6.01(i) of the           Credit Agreement,
(ii) any such Indebtedness referred to in clause (i) above           shall constitute
“Liabilities” under the Parent Guaranty and the           Subsidiary Guaranty
and (iii) any such Indebtedness referred to in clause (i)           above and guarantee
thereof referred to in clause (ii) above shall be equally           and ratably secured
with the Obligations under the Credit Agreement and (b)           consent to any such
amendments, modifications or supplements.  




        3.       Representations
and Warranties of the Borrowers. The Borrowers represent           and warrant that:  




	 	        (a)                 The
execution, delivery and performance by the Borrowers of this Amendment have
          been duly authorized by all necessary corporate action and that this Amendment
          is a legal, valid and binding obligation of the Borrowers enforceable against
          the Borrowers in accordance with its terms, except as the enforcement thereof
          may be subject to the effect of any applicable bankruptcy, insolvency,
          reorganization, moratorium or similar law affecting creditors’ rights
          generally;  







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	 	        (b)                 Each
of the representations and warranties contained in the Credit Agreement is           true
and correct in all material respects (except that any representation or
          warranty which is already qualified as to materiality or by reference to
          Material Adverse Effect is true and correct in all respects) on and as of the
          date hereof (other than representations and warranties that relate solely to an
          earlier date);  







	 	        (c)                 After
giving effect to this Amendment, no Default has occurred and is           continuing.  







        4.       Effective
Date. This Amendment shall become effective upon the execution           and delivery
hereof by the Borrowers, the Administrative Agent and the Required           Lenders
(without respect to whether it has been executed and delivered by all           the
Lenders); provided that Section 1 and Section 2 hereof shall not become
          effective until the date (the “Effective Date”) when the
          following additional conditions have also been satisfied:  




	 	        (a)                 Each
of the Credit Parties shall have executed and delivered to the           Administrative
Agent a Reaffirmation of Guaranty and Collateral Documents in the           form of
Exhibit A hereto.  







	 	        (b)                 The
Administrative Agent shall have received an executed legal opinion from           Foley
& Lardner LLP in form and substance satisfactory to the Administrative
          Agent. The Borrower hereby requests such counsel to deliver such opinion.  







	 	        (c)                 The
Borrower shall have paid (i) to the Administrative Agent for the ratable
          benefit of the Lenders consenting to this Amendment an amendment fee equal to
          0.50% of the aggregate Revolving Commitments and outstanding Term Loans of each
          suchLender, in each case determined as of the Effective Date (as defined
          in the Credit Agreement), and (ii) to the Administrative Agent for its own
          account any other separately agreed fees relating hereto.  







	 	        (d)                 The
Borrowers shall have provided such other corporate and other certificates,
          opinions, documents, instruments and agreements as the Administrative Agent may
          reasonably request.  







The Administrative Agent shall notify
the Borrower and the Lenders promptly of the occurrence of the Effective Date and such
notice shall be conclusive and binding on all parties hereto. In the event the Effective
Date has not occurred on or before June __, 2009, Section 1 and Section 2 hereof shall not
become operative and shall be of no force or effect. 



        5.       Reference
to and Effect Upon the Credit Agreement.  




	 	        (a)                 Except
as specifically amended or waived above, the Credit Agreement and the           other
Credit Documents shall remain in full force and effect and are hereby           ratified
and confirmed in all respects.  







	 	        (b)                 The
execution, delivery and effectiveness of this Amendment shall not operate as           a
waiver of any right, power or remedy of the Administrative Agent, the
          Collateral Agent or any Lender under the Credit Agreement or any other Credit
          Document, nor constitute a waiver of any provision of the Credit Agreement or
          any other Credit Document, except as specifically set forth herein. Upon the
          effectiveness of this Amendment, each reference in the Credit Agreement to
          “this Agreement”, “hereunder”, “hereof”,
          “herein” or words of similar import shall mean and be a reference to
          the Credit Agreement as amended hereby.  








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	 	        (c)                 This
Amendment shall be deemed to be a Credit Document for all purposes of the
          Credit Documents.  







        6.       Costs
and Expenses. The Borrower hereby affirms its obligations under           Section
9.03 of the Credit Agreement to reimburse the Administrative Agent for           all
reasonable out-of-pocket expenses incurred by the Administrative Agent in
          connection with the preparation, negotiation, execution and delivery of this
          Amendment, including but not limited to the reasonable fees, charges and
          disbursements of attorneys for the Administrative Agent with respect thereto.  




        7.       Governing
Law. This Agreement shall be construed in accordance with and           governed by
the law (without regard to conflict of law provisions) of the State           of New
York.  




        8.       Headings.
Section headings in this Amendment are included herein for           convenience of
reference only and shall not constitute a part of this Amendment           for any other
purposes.  




        9.       Counterparts.
This Amendment may be executed in any number of           counterparts, each of which
when so executed shall be deemed an original but all           such counterparts shall
constitute one and the same instrument.  




[SIGNATURE PAGES FOLLOW] 











12 











        IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first
above written. 




	 	
THE
MANITOWOC COMPANY, INC.







	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:








	 	
MANITOWOC
EMEA HOLDING SARL






	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:







	 	
MANITOWOC
HOLDING ASIA SAS






	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:















[Amendment No. 2 to
Amended and Restated Credit Agreement] 











	 	
JPMORGAN
CHASE BANK, N.A., individually and as
                                                     
Administrative Agent







	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:



















[Amendment No. 2 to
Amended and Restated Credit Agreement] 









	 	
[ADDITIONAL
LENDER SIGNATURE]







	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:


















[Amendment No. 2 to
Amended and Restated Credit Agreement] 












Schedule 1.01 



PRICING SCHEDULE 







	
	
	
	
	
	

	APPLICABLE RATE1
	LEVEL I

STATUS
	LEVEL II

STATUS
	LEVEL III

STATUS
	LEVEL IV

STATUS
	LEVEL V

STATUS

	    Eurocurrency Spread 	3.75% 	4.00% 	4.25% 	4.50% 	5.00% 
	
	
	
	
	
	

	        ABR Spread 	2.75% 	3.00% 	3.25% 	3.50% 	4.00% 
	
	
	
	
	
	










	
	
	
	
	
	

	APPLICABLE FEE RATE
	LEVEL I

STATUS
	LEVEL II

STATUS
	LEVEL III

STATUS
	LEVEL IV

STATUS
	LEVEL V

STATUS

	    Commitment Fee Rate 	.50% 	.50% 	.50% 	.50% 	.50% 
	
	
	
	
	
	







        For
the purposes of this Schedule, the following terms have the following meanings, subject to
the final paragraph of this Schedule: 



        “Financials”
means the annual or quarterly financial statements of the Borrower delivered pursuant to
Section 5.01 of this Agreement. 



        “Level
I Status” exists at any date if, as of the last day of the fiscal quarter of the
Borrower referred to in the most recent Financials, the Consolidated Total Leverage Ratio
is less than 2.50 to 1.00. 



        “Level
II Status” exists at any date if, as of the last day of the fiscal quarter of the
Borrower referred to in the most recent Financials, (i) the Borrower has not qualified for
Level I Status and (ii) the Consolidated Total Leverage Ratio is less than 3.00 to 1.00. 



        “Level
III Status” exists at any date if, as of the last day of the fiscal quarter of the
Borrower referred to in the most recent Financials, (i) the Borrower has not qualified for
Level II Status and (ii) the Consolidated Total Leverage Ratio is less than 5.00 to 1.00. 



        “Level
IV Status” exists at any date if, as of the last day of the fiscal quarter of the
Borrower referred to in the most recent Financials, (i) the Borrower has not qualified for
Level III Status and (ii) the Consolidated Total Leverage Ratio is less than 6.00 to 1.00. 



        “Level
V Status” exists at any date if the Borrower has not qualified for Level I Status,
Level II Status, Level III Status or Level IV Status. 








     1    
          Not applicable to Term B Loan. 










        “Status”
means Level I Status, Level II Status, Level III Status, Level IV Status or Level V
Status. 



        Subject
to the fourth sentence of this paragraph, the Applicable Rate shall be determined in
accordance with the foregoing table based on the Borrower’s Status as reflected in
the then most recent Financials. Adjustments, if any, to the Applicable Rate shall be
effective five Business Days after the Administrative Agent has received the applicable
Financials. If the Borrower fails to deliver the Financials to the Administrative Agent at
the time required pursuant to the Credit Agreement, then the Applicable Rate shall be the
highest Applicable Rate set forth in the foregoing table until five Business Days after
such Financials are so delivered. 












EXHIBIT A 



REAFFIRMATION OF
GUARANTY AND COLLATERAL DOCUMENTS 



        Each
of the undersigned acknowledges receipt of a copy of that certain Amendment No. 2 to
Amended and Restated Credit Agreement dated as of the date hereof (the
“Amendment”) relating to the Credit Agreement dated as of August 25,
2008, as amended (as so amended, the “Credit Agreement”) referred to
therein, consents to the Amendment and each of the transactions referenced therein, hereby
reaffirms its obligations under the Subsidiary Guaranty, the Parent Guaranty and each
other Security Document to which it is a party and agrees that all references in any such
other Credit Document to the “Credit Agreement” shall mean and be a reference to
the Credit Agreement as amended by the Amendment. Capitalized terms used herein, but not
otherwise defined herein, shall have the meanings ascribed to such terms in the Credit
Agreement, as amended by the Amendment. 



Dated as of June __, 2009 




	 	
THE
MANITOWOC COMPANY, INC.







	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:







	 	
MANITOWOC
EMEA HOLDING SARL






	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:







	 	
MANITOWOC
HOLDING ASIA SAS






	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:







	 	
MANITOWOC
CRANE COMPANIES, INC.






	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:













	 	
MANITOWOC
FOODSERVICE COMPANIES, INC.






	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:







	 	
MANITOWOC
CRANES, INC.






	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:







	 	
GROVE
U.S. L.L.C.






	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:







	 	
MANITOWOC
FSG HOLDINGS, INC.






	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:







	 	
MANITOWOC
FP, INC.






	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:







	 	
MANITOWOC
FSG OPERATIONS, INC.






	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:














	 	
MMG
HOLDING CO., LLC






	 	
By:
 The Manitowoc Company, Inc., its sole
                                                     
managing member






	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:







	 	
MCCANN’S
ENGINEERING & MANUFACTURING CO., LLC






	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:







	 	
MANITOWOC
FRANCE SAS






	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:







	 	
MANITOWOC
FSG INTERNATIONAL HOLDINGS, INC. 
(f/k/a North
                                                     Central Crane & Excavator Sales
Corp.)






	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:







	 	
MCCALL
REFRIGERATION, INC.






	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:







	 	
KYSOR
NEVADA HOLDING CORP.






	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:







	 	
CLEVELAND
RANGE, LLC






	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:







	 	
FRYMASTER
L.L.C.






	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:







	 	
WELBILT
WALK-INS, LP






	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:







	 	
THE
DELFIELD COMPANY LLC






	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:







	 	
KYSOR
INDUSTRIAL CORPORATION






	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:







	 	
MANITOWOC
FSG SERVICES, LLC






	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:










	 	
ENODIS
HOLDINGS, INC.






	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:







	 	
ENODIS
CORPORATION






	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:







	 	
ENODIS
LIMITED






	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title:







	 	
MTW
COUNTY LIMITED






	 	
By____________________________________________________________
                                                     
Name:
                                                     
Title: