AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED

CREDIT AGREEMENT

THIS AMENDMENT, dated as of July 9, 2009, 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 (“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 further the Agreement;

NOW, THEREFORE, Companies and Bank agree as follows:

1. The definition of “Revolving Credit Maturity Date” is amended by deleting the date April 1, 2010 where it appears therein and replacing it with the date April 1, 2012.

2. The definition of “Borrowing Base” is amended to read as follows:

“Borrowing Base” shall mean, as of any determination, the sum of (a) eighty-five percent (85%) of Eligible Accounts, plus (b) eighty-five percent (85%) of Eligible Canadian Accounts, plus (c) the lesser of (i) the Applicable Inventory Percentage of Eligible Inventory and (ii) $9,500,000.

3. Subsection (c) of the definition of “Eligible Account” is amended to read as follows:

4. The definition of “Letter of Credit” is amended to read as follows:

“Letter of Credit” shall have the meaning set forth in Section 2.5.

5. Section 1 of the Agreement (Definitions) is amended by adding the following definitions in their appropriate alphabetical order:

“Applicable Inventory Percentage” shall mean (i) sixty percent (60%) from June     , 2009 through December 30, 2009, (ii) fifty-eight percent (58%) from December 31, 2009 through June 29, 2010, (iii) fifty-five percent (55%) from June 30, 2010 through December 30, 2010, (iv) fifty-three percent (53%) from December 31, 2010 through June 29, 2011, and (v) fifty percent (50%) from and after June 30, 2011.

“Base Tangible Effective Net Worth” shall initially mean $3,300,000 on December 31, 2009. Commencing on March 31, 2010, and on the last day of each fiscal quarter thereafter, Base Tangible Effective Net Worth shall permanently increase by an amount equal to fifty percent (50%) of Consolidated net income of Holdings and its Subsidiaries for the fiscal quarter then ending. If there is a loss, net income shall be deemed to be $0.

6. Section 2 of the Agreement is amended to read in its entirety as follows:

2.1 Bank agrees to make Advances to Manitex at any time and from time to time from the effective date hereof until the Revolving Credit Maturity Date, not to exceed the Revolving Credit Maximum Amount in aggregate principal amount at any one time outstanding. Advances under this Section 2 shall be evidenced by the Revolving Credit Note under which advances, repayments and readvances may be made, subject to the terms and conditions of the Revolving Credit Note.

2.2 The Revolving Credit Note shall bear interest from the date hereof on the unpaid principal balance thereof from time to time outstanding as set forth in the Revolving Credit Note. Interest shall be computed, assessed and payable as provided in the Revolving Credit Note.

2.3 Proceeds of Advances under the Revolving Credit Note shall be used solely for general corporate and working capital purposes.

2.4 The aggregate principal amount at any one time outstanding under the Revolving Credit Note plus the Letter of Credit Reserve shall never exceed the lesser of the Revolving Credit Maximum Amount and the Borrowing Base. Manitex shall immediately make all payments necessary to comply with this provision.

2.5 In addition to Advances under the Revolving Credit Note, Bank further agrees to issue, or commit to issue, from time to time, standby letters of credit for the account of Manitex (herein individually called a “Letter of Credit” and collectively “Letters of Credit”) in aggregate undrawn amounts not to exceed One Million Dollars ($1,000,000) at any one time outstanding; provided, however, that the sum of the aggregate amount of Advances outstanding under the Revolving Credit

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Note plus the Letter of Credit Reserve shall not exceed the lesser of the Revolving Credit Maximum Amount and the Borrowing Base at any one time; and provided further that no Letter of Credit shall, by its terms, have an expiration date which extends beyond the fifth (5 ^th ) Business Day before the Revolving Credit Maturity Date or one (1) year after issuance, whichever first occurs. In addition to the terms and conditions of this Agreement, the issuance of any Letters of Credit shall also be subject to the terms and conditions of any letter of credit applications and agreements executed and delivered by Manitex to Bank with respect thereto. Manitex shall pay to Bank annually in advance a per annum Letter of Credit issuance fee equal to a rate to be negotiated between Manitex and Company.

7. Section 4 of the Agreement is amended to read in its entirety as follows:

“[Reserved].”

8. Section 5 of the Agreement is amended to read in its entirety as follows:

“[Reserved].”

9. Section 8.11 of the Agreement is amended to read in its entirety as follows:

8.11 (a) Maintain, as of the last day of each fiscal quarter ending during the periods specified below, Tangible Effective Net Worth of not less than the following:

(b) Maintain, as of the last day of each fiscal quarter, ending during the periods specified below,, a Debt Service Coverage Ratio of not less than the following:

10. Exhibit A to the Agreement (Revolving Credit Note) is deleted and replaced with Exhibit A attached hereto.

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11. Exhibit C to the Agreement (Compliance Report) is deleted and replaced with Exhibit C attached hereto.

12. This Amendment may be executed in counterparts, of which this is one, all of which shall constitute one and the same instrument.

13. 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.

14. 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.

15. This Amendment shall be effective upon (a) execution of this Amendment by Companies and Bank, (b) execution by Manitex of a new Revolving Credit Note, and (c) payment by the Companies to Bank of the non-refundable amendment fee in the amount of One Hundred Two Thousand Five Hundred Dollars ($102,500).

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

EXHIBIT “A”