Exhibit 10.12
EXECUTION COPY
AMENDMENT NO. 4 TO AMENDED
AND
RESTATED RECEIVABLES PURCHASE AGREEMENT
This AMENDMENT NO. 4 TO AMENDED AND
RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of June 29,
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 ”); 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 “ Credit
Agreement ” set forth in Exhibit I to the
Agreement is amended by replacing the date “November 6,
2008” where it appears therein with the date
“June 12, 2009”.
(b)
The following new defined term is
hereby added to Exhibit I to the Agreement in
appropriate alphabetical order:
“ Consolidated Senior
Secured Leverage Ratio ” has the meaning set forth in the
Credit Agreement, without giving effect to any amendment, amendment
and restatement, supplement or other modification to the Credit
Agreement (unless such amendment, amendment and restatement,
supplement or other modification has been consented to in writing
by the Agent).
(c)
The following defined term is hereby
deleted from Exhibit I to the Agreement:
“ Consolidated Senior
Leverage Ratio ” has the meaning set forth in the Credit
Agreement, without giving effect to any amendment, amendment and
restatement, supplement or other modification to the Credit
Agreement (unless such amendment, amendment and restatement,
supplement or other modification has been consented to in writing
by the Agent).
