Welbilt, Inc. (Form: 8-K, Received: 02/07/2018 16:32:46)

WELBILT, INC.

Date: February 7, 2018

/s/ Haresh Shah

Haresh Shah

Senior Vice President and Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2, 2018

LOGO

Welbilt, Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-37548

47-4625716

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2227 Welbilt Boulevard, New Port Richey, Florida 34655

(Address of principal executive offices, including ZIP code)

(727) 375-7010

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. §230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. §240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. §240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. §240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On February 2, 2018, Welbilt, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Credit Agreement, dated as of March 3, 2016, among the Company, the subsidiary borrowers party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other lenders and financial institutions party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

Pursuant to the Amendment, the maximum consolidated total leverage ratio was increased to 5.25 to 1.00 for the fiscal quarters ending December 31, 2017, March 31, 2018 and June 30, 2018 with a reduction of 0.25 each quarter until the ratio reaches 4.00 to 1.00 in the fiscal quarter ending September 30, 2019.

On February 2, 2018, the Company entered into an amendment (the “Securitization Facility Amendment”) to its Sixth Amended and Restated Receivables Purchase Agreement, dated March 3, 2016, by and among Manitowoc Cayman Islands Funding LTD., as seller, the Company and certain of its subsidiaries, as servicers, and Wells Fargo Bank, N.A., as purchaser and as agent to incorporate the revised maximum consolidated total leverage ratio from the Amendment, described above, and to provide for certain conforming changes with the Credit Agreement.

The foregoing descriptions of the Amendment and the Securitization Facility Amendment do not purport to be complete and are qualified in their entirety by reference to the complete text of the Amendment and the Securitization Facility Amendment, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Description

10.1		Amendment No. 4 to Credit Agreement, dated February 2, 2018, among Welbilt, Inc., the subsidiary borrowers party thereto, JPMorgan Chase Bank, N.A., individually and as administrative agent and the other lenders party thereto.

10.2		Amendment No. 4 to Sixth Amended and Restated Receivables Purchase Agreement, dated February 2, 2018, by and among Manitowoc Cayman Islands Funding LTD., as seller, the Company and certain of its subsidiaries, as servicers, and Wells Fargo Bank, N.A., as purchaser and as agent.

EXHIBIT INDEX


Exhibit No.		Description

10.1		Amendment No. 4 to Credit Agreement, dated February 2, 2018, among Welbilt, Inc., the subsidiary borrowers party thereto, JPMorgan Chase Bank, N.A., individually and as administrative agent and the other lenders party thereto.

10.2		Amendment No. 4 to Sixth Amended and Restated Receivables Purchase Agreement, dated February 2, 2018, by and among Manitowoc Cayman Islands Funding LTD., as seller, the Company and certain of its subsidiaries, as servicers, and Wells Fargo Bank, N.A., as purchaser and as agent.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 4 TO CREDIT AGREEMENT

This Amendment No. 4 to Credit Agreement (this “ Amendment ”) is entered into as of February 2, 2018 by and among Welbilt, Inc., a Delaware corporation (formerly known as Manitowoc Foodservice, Inc.) (the “ Borrower ”), the Subsidiary Borrowers (as defined in the Credit Agreement (as defined below)) signatory hereto, JPMorgan Chase Bank, N.A., individually (“ JPMorgan ”) and as administrative agent (the “ Administrative Agent ”), and the other financial institutions signatory hereto.

RECITALS

WHEREAS, the Borrower, the Subsidiary Borrowers, the Administrative Agent and the Lenders (as defined in the Credit Agreement) are party to that certain Credit Agreement dated as of March 3, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by the Credit Agreement; and

WHEREAS, the Borrower has requested that the Lenders amend certain provisions under the Credit Agreement and the Lenders party hereto (constituting Required Revolving Lenders) are willing to agree to such amendments upon the terms and conditions set forth herein.

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

1. Amendments to the Credit Agreement . Upon the “Amendment No. 4 Effective Date” (as defined below), Section 6.16(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(a) Maximum Consolidated Total Leverage Ratio . The Borrower will not permit the Consolidated Total Leverage Ratio for any fiscal quarter of the Borrower set forth below to be greater than or equal to the ratio set forth opposite such fiscal quarter below:


Fiscal Quarter Ending	Ratio

December 31, 2017		5.25:1.00

March 31, 2018		5.25:1.00
June 30, 2018		5.25:1.00
September 30, 2018		5.00:1.00
December 31, 2018		4.75:1.00

March 31, 2019		4.50:1.00
June 30, 2019		4.25:1.00
September 30, 2019 and each fiscal quarter thereafter		4.00:1.00

2. Representations and Warranties of the Borrower . The Borrower represents and warrants to each of the Lenders and the Administrative Agent that as of the date hereof:

(a) The execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate action and, if required, stockholder or similar action and that this Amendment is a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;

(b) Each of the representations and warranties contained in the Credit Agreement (treating this Amendment as a Credit Document for purposes thereof) 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 shall be 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, in which case such representations and warranties shall be true and correct in all material respects (except that any such representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) on and as of such earlier date); and

3. Conditions to Effectiveness . This Amendment shall become effective as of the date (the “ Amendment No. 4 Effective Date ”) on which all of the following conditions have been satisfied:

(a) the execution and delivery hereof by the Borrower, the Subsidiary Borrowers, the Administrative Agent and the Required Revolving Lenders;

(b) the execution and delivery by the Borrower, the Subsidiary Borrowers and the Subsidiary Guarantors of an Affirmation of Guaranty and Security Documents in substantially the form of Exhibit A hereto;

(c) the representations and warranties set forth in Section 2 hereof are true and correct and the Administrative Agent shall have received a certificate, dated the Amendment No. 4 Effective Date and signed by a Senior Officer of the Borrower, certifying to the accuracy of the foregoing; and

(d) the Lenders signatory hereto and the Administrative Agent shall have received all interest, fees and other amounts due and payable on or prior to the Amendment No. 4 Effective Date under or in connection with this Amendment, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower in connection with this Amendment and all reasonable and documented legal fees of counsel to the Administrative Agent.

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4. Reference to and Effect Upon the Credit Agreement; Other .

(a) Except as specifically amended above, the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Credit Documents, nor constitute a waiver of any provision of the Credit Documents or in any way limit, impair or otherwise affect the rights and remedies of the Administrative Agent or the Lenders under the Credit Documents, except as expressly provided herein. Nothing herein shall be deemed to entitle the Borrower or any other Credit Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Credit Document in similar or different circumstances.

(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 or any Lender under the Credit Agreement or any Credit Document, nor constitute a waiver of any provision of the Credit Agreement or any 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.

(c) This Amendment shall not extinguish the obligations for the payment of money outstanding under the Credit Agreement or discharge or release the Lien or priority of any Credit Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Credit Agreement or any other Credit Document, all of which shall remain in full force and effect, except as modified hereby. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge by any Credit Party under any Credit Document from any of its obligations and liabilities thereunder.

(d) This Amendment shall constitute a Credit Document.

5. Costs and Expenses . The Borrower hereby affirms its obligation under Section 9.03 of the Credit Agreement to reimburse the Administrative Agent for all reasonable and documented 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 and documented fees, charges and disbursements of attorneys for the Administrative Agent with respect thereto.

6. Governing Law . This Amendment shall be construed in accordance with and governed by the law of the State of New York.

7. 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.

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8. 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. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, emailed pdf, or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

[signature pages follow]

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


WELBILT, INC. (F/K/A MANITOWOC FOODSERVICE, INC.)

By:		/s/ Haresh Shah
Name: Haresh Shah Title: Senior Vice President and Chief Financial Officer


ENODIS HOLDINGS LIMITED

By:		/s/ Adrian Gray
Name: Adrian Gray Title: Director

[Signature Page to Amendment No. 4 to Credit Agreement]


JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and a Lender

By:		/s/ John A. Horst
Name: John A. Horst Title: Executive Director

[Signature Page to Amendment No. 4 to Credit Agreement]


GOLDMAN SACHS BANK USA, as a Revolving Lender

By:		/s/ Chris Lam
Name: Chris Lam Title: Authorized Signatory

[Signature Page to Amendment No. 4 to Credit Agreement]


BMO Harris Bank N.A., as a Revolving Lender

By:		/s/ Ronald J. Carey
Name: Ronald J. Carey Title: Senior Vice President

[Signature Page to Amendment No. 4 to Credit Agreement]


Citibank, N.A., as a Revolving Lender

By:		/s/ Blake Gronich
Name: Blake Gronich Title: Vice President

[Signature Page to Amendment No. 4 to Credit Agreement]


COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as a Revolving Lender

By:		/s/ William J. Binder
Name: William J. Binder Title: Executive Director



By:		/s/ Peter Duncan
Name: Peter Duncan Title: Managing Director

[Signature Page to Amendment No. 4 to Credit Agreement]


HSBC BANK USA NATIONAL ASSOCIATION, as a Revolving Lender

By:		/s/ Joseph Philbin
Name: Joseph Philbin Title: Senior Vice President

[Signature Page to Amendment No. 4 to Credit Agreement]

EXHIBIT A

AFFIRMATION OF GUARANTY AND SECURITY DOCUMENTS

Each of the undersigned (i) acknowledges receipt of a copy of that certain Amendment No. 4 to Credit Agreement dated as of February 2, 2018 (the “ Amendment ”) amending that certain Credit Agreement dated as of March 3, 2016 (as amended, restated, supplemented or modified from time to time, the “ Credit Agreement ”) referred to therein, (ii) consents to the Amendment and each of the transactions referenced therein, (iii) hereby reaffirms its obligations under the Parent Guaranty, the Subsidiary Guaranty and each Security Document to which it is a party, as applicable, and (iv) 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.

[signature pages follow]


WELBILT, INC. (F/K/A MANITOWOC FOODSERVICE, INC.)

By:
		Name: Title:


APPLIANCE SCIENTIFIC, INC.

By:
		Name: Title:


BERISFORD PROPERTY DEVELOPMENT (USA) LTD.

By:
		Name: Title:


CHARLES NEEDHAM INDUSTRIES INC.

By:
		Name: Title:


CLEVELAND RANGE, LLC

By:
		Name: Title:


THE DELFIELD COMPANY LLC

By:
		Name: Title:

[Signature Page to Affirmation of Guaranty and Security Documents]


ENODIS TECHNOLOGY CENTER, INC.

By:
		Name: Title:


FRYMASTER L.L.C.

By:
		Name: Title:


GARLAND COMMERCIAL INDUSTRIES LLC

By:
		Name: Title:


KYSOR BUSINESS TRUST

By:
		Name: Title:


KYSOR HOLDINGS, INC.

By:
		Name: Title:


KYSOR INDUSTRIAL CORPORATION, a Michigan corporation

By:
		Name: Title:

[Signature Page to Affirmation of Guaranty and Security Documents]


KYSOR INDUSTRIAL CORPORATION

By:
		Name: Title:


KYSOR NEVADA HOLDING CORP.

By:
		Name: Title:


LANDIS HOLDING LLC

By:
		Name: Title:


MANITOWOC EQUIPMENT WORKS, INC.

By:
		Name: Title:


MANITOWOC FOODSERVICE COMPANIES, LLC

By:
		Name: Title:


MANITOWOC FOODSERVICE HOLDING, INC.

By:
		Name: Title:

[Signature Page to Affirmation of Guaranty and Security Documents]


MANITOWOC FP, INC.

By:
		Name: Title:


MANITOWOC FSG INTERNATIONAL HOLDINGS, INC.

By:
		Name: Title:


ENODIS CORPORATION

By:
		Name: Title:


ENODIS GROUP HOLDINGS US, INC.

By:
		Name: Title:


ENODIS HOLDINGS, INC.

By:
		Name: Title:


MANITOWOC FSG OPERATIONS, LLC

By:
		Name: Title:

[Signature Page to Affirmation of Guaranty and Security Documents]


WELBILT FSG U.S. HOLDING, LLC

By:
		Name: Title:


WELBILT U.S. DOMESTIC CORPORATION (f/k/a Welbilt Corporation)

By:
		Name: Title:


WELBILT HOLDING COMPANY

By:
		Name: Title:


WESTRAN CORPORATION

By:
		Name: Title:


MCCANN’S ENGINEERING & MANUFACTURING CO., LLC

By:
		Name: Title:


MTW COUNTY (DOMESTICATION) LLC

By:
		Name: Title:

[Signature Page to Affirmation of Guaranty and Security Documents]


ENODIS HOLDINGS LIMITED

By:
		Name: Title:


MANITOWOC FSG UK LIMITED

By:
		Name: Title:


MANITOWOC FOODSERVICE UK HOLDING LIMITED

By:
		Name: Title:

[Signature Page to Affirmation of Guaranty and Security Documents]

Exhibit 10.2

EXECUTION COPY

AMENDMENT NO. 4 TO SIXTH AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

This AMENDMENT NO. 4 TO SIXTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of February 2, 2018 (this “ Amendment ”), is by and among MANITOWOC CAYMAN ISLANDS FUNDING LTD., as the Seller (the “ Seller ”), WELBILT, INC. (f/k/a Manitowoc Foodservice, Inc.) (“ Welbilt ”), GARLAND COMMERCIAL RANGES LIMITED, CONVOTHERM-ELEKTROGERÄTE GMBH (“ Convotherm ”), WELBILT DEUTSCHLAND GMBH (f/k/a Manitowoc Deutschland GmbH) (“ Welbilt Deutschland ”), WELBILT UK LIMITED (f/k/a Manitowoc Foodservice UK Limited) (“ Foodservice UK ”) and WELBILT ASIA PACIFIC PRIVATE LIMITED (f/k/a Manitowoc Foodservice Asia Pacific Private Limited) (“ Foodservice Asia ”), as Servicers (the “ Servicers ”), and WELLS FARGO BANK, N.A., as Purchaser (the “ Purchaser ”) and as Agent (the “ Agent ”).

WHEREAS, the parties hereto are parties to that certain Sixth Amended and Restated Receivables Purchase Agreement, dated as of March 3, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “ Agreement ”);

WHEREAS, the parties hereto wish to modify the Agreement upon the terms hereof.

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) Each reference to the defined term “Manitowoc” in the Agreement and in any related document or agreement shall be deemed to be a reference to “Welbilt”.

(b) Each reference to the defined term “Manitowoc Deutschland” in the Agreement and in any related document or agreement shall be deemed to be a reference to “Welbilt Deutschland”.

(c) Clauses (a) and (b) of the definition of “ Change in Control ” set forth in Exhibit I of the Agreement are replaced in their entirety with the following:

(a) with respect to Welbilt, (i) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the Closing Date) of Equity Interests representing more than thirty percent (30%) of the

aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Welbilt, (ii) occupation of a majority of the seats (other than vacant seats) on the board of directors of Welbilt by Persons who were neither (x) nominated, appointed or approved by the board of directors of Welbilt nor (y) appointed by directors so nominated, appointed or approved, (iii) the acquisition of direct or indirect Control of Welbilt by any Person or group or (iv) a “Change in Control” as defined in the Credit Agreement;

(b) with respect to any Originator, (i) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the Closing Date), other than Welbilt (or a Subsidiary of Welbilt), of any membership interests or Equity Interests of such Originator, (ii) occupation of a majority of the seats (other than vacant seats) on the board of directors of such Originator by Persons who were neither (x) nominated, appointed or approved by the board of directors of such Originator nor (y) appointed by directors so nominated, appointed or approved, or (iii) the acquisition of direct or indirect Control of such Originator by any Person or group other than Welbilt (or a Subsidiary of Welbilt);

(d) Clause (s) of Section 1 of Exhibit IV to the Agreement is replaced in its entirety with the following:

(s) Financial Covenants .

(i) [Reserved].

(ii) Maximum Consolidated Total Leverage Ratio . Welbilt shall cause the Consolidated Total Leverage Ratio at all times during the fiscal quarters of Welbilt set forth below to be less than the applicable Maximum Consolidated Total Leverage Ratio. For purposes of this clause (ii) , “ Maximum Consolidated Total Leverage Ratio ” shall mean the applicable ratio set forth in the table below opposite the applicable fiscal quarter or such other maximum ratio with respect to Consolidated Total Leverage Ratio for such fiscal quarter set forth in the Credit Agreement, but only to the extent both (a) Welbilt has requested the Agent consent to such revision and (b) such revised maximum ratio has been consented to in writing by the Agent on or after the date such maximum ratio has been modified in the Credit Agreement, the Agent’s response to such request not to be unreasonably delayed.


Fiscal Quarter Ending	Ratio
December 31, 2017		5.25:1.00
March 31, 2018		5.25:1.00
June 30, 2018		5.25:1.00
September 30, 2018		5.00:1.00
December 31, 2018		4.75:1.00
March 31, 2019		4.50:1.00
June 30, 2019		4.25:1.00
September 30, 2019 and each fiscal quarter thereafter		4.00:1.00

(iii) Minimum Consolidated Interest Coverage Ratio . Welbilt shall not permit the Consolidated Interest Coverage Ratio for any fiscal quarter of Welbilt set forth below to be less than the applicable Minimum Consolidated Interest Coverage Ratio. For purposes of this clause (iii) , “ Minimum Consolidated Interest Coverage Ratio ” shall mean the applicable ratio set forth in the table below opposite the applicable fiscal quarter or such other minimum ratio with respect to Consolidated Interest Coverage Ratio for such fiscal quarter set forth in the Credit Agreement, but only to the extent both (a) Welbilt has requested the Agent consent to such revision and (b) such revised minimum ratio has been consented to in writing by the Agent on or after the date such minimum ratio has been modified in the Credit Agreement, the Agent’s response to such request not to be unreasonably delayed.


Fiscal Quarter Ending	Ratio
March 31, 2016		2.00:1.00
June 30, 2016		2.00:1.00
September 30, 2016		2.25:1.00
December 31, 2016		2.25:1.00

March 31, 2017		2.50:1.00
June 30, 2017		2.50:1.00
September 30, 2017		2.75:1.00
December 31, 2017 and each fiscal quarter thereafter		3.00:1.00

SECTION 3. Representations and Warranties . On the date hereof, the Seller and each of the Servicers 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 Documents 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. Effect of Amendment .

(a) All provisions of the Agreement, as expressly amended and modified by this Amendment, shall remain in full force and effect. On and after the Effective Date, all references in the Agreement (or in any other Transaction Document) to “this Agreement,” “hereof,” “herein” or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Agreement other than as set forth herein.

(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or the Purchaser pursuant to any Transaction Document or any other instrument, document or agreement executed and/or delivered in connection therewith, nor constitute a waiver of any provision contained therein.

SECTION 5. Effectiveness . This Amendment shall be effective, as of the date hereof (the “ Effective Date ”), upon receipt by the Agent of the following (in each case, in form and substance reasonably satisfactory to the Agent):

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

(b) a fully executed copy of Amendment No. 4 to Credit Agreement, dated on or prior to the date hereof, which amendments the maximum Consolidated Total Leverage Ratio covenant to match the levels set forth in this Amendment; and

(c) such other agreements, documents, officer certificates and instruments as the Agent shall request prior to the date hereof.

SECTION 6. GOVERNING LAW . THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, 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).

SECTION 7. Counterparts . This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. This Amendment may be executed by facsimile or delivery of a “.pdf” copy of an executed counterpart hereof.

SECTION 8. Severability . Each provision of this Amendment shall be severable from every other provision of this Amendment for the purpose of determining the legal enforceability of any provision hereof, and the unenforceability of one or more provisions of this Amendment in one jurisdiction shall not have the effect of rendering such provision or provisions unenforceable in any other jurisdiction.

SECTION 9. No Party Deem Drafter . Each of the parties hereto hereby agrees that no party hereto shall be deemed to be the drafter of this Amendment.

SECTION 10. Headings . The captions and headings of this Amendment are for convenience of reference only and shall not affect the interpretation of this Amendment, the Agreement or any provision hereof or thereof.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, as of the date first above written.


MANITOWOC CAYMAN ISLANDS FUNDING LTD. , as the Seller

By:		/s/ Haresh Shah
Name: Haresh Shah Title: Vice President

Amendment No. 4 to Sixth Amended and