10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2010
or
o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from              to

Commission File Number
1-11978

The Manitowoc Company, Inc.

(Exact name of registrant as specified in its charter)

Wisconsin	39-0448110
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer  Identification Number)
2400 South 44th Street, Manitowoc, Wisconsin	54221-0066
(Address of principal executive offices)	(Zip Code)

(920) 684-4410

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller Reporting Company o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

The number of shares outstanding of the Registrant’s common stock, $.01 par value, as of June 30, 2010, the most recent practicable date, was 131,304,522.

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

THE MANITOWOC COMPANY, INC.

Consolidated Statements of Operations

For the Three and Six Months Ended June 30, 2010 and 2009

(Unaudited)

(In millions, except per-share and average shares data)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2010			2009			2010			2009
Net sales	$	876.5		$	1,034.8		$	1,598.5		$	2,062.3
Costs and expenses:
Cost of sales	663.5			798.0			1,213.4			1,620.5
Engineering, selling and administrative expenses	129.4			153.3			258.8			287.3
Asset impairments	—			—			—			700.0
Restructuring expense	1.3			21.5			1.7			25.9
Integration expense	—			2.0			—			3.5
Amortization expense	10.0			8.4			19.8			16.7
Total operating costs and expenses	804.2			983.2			1,493.7			2,653.9
Earnings (loss) from operations	72.3			51.6			104.8			(591.6		)
Other income (expenses):
Amortization of deferred financing fees	(5.2		)	(6.6		)	(12.1		)	(14.7		)
Interest expense	(43.2		)	(41.0		)	(83.8		)	(81.4		)
Loss on debt extinguishment	—			(1.1		)	(15.7		)	(1.1		)
Other income, net	(5.6		)	4.1			(11.8		)	6.3
Total other income (expenses)	(54.0		)	(44.6		)	(123.4		)	(90.9		)
Earnings (loss) from continuing operations before taxes on income	18.3			7.0			(18.6		)	(682.5		)
Provision (benefit) for taxes on income	4.7			(6.2		)	(8.9		)	(67.2		)
Earnings (loss) from continuing operations	13.6			13.2			(9.7		)	(615.3		)
Discontinued operations:
Earnings (loss) from discontinued operations, net of income taxes of $0.1, $1.5, $0.2 and $1.9, respectively	(0.3		)	(3.0		)	(0.6		)	(31.4		)
Loss on sale of discontinued operations, net of income taxes of $16.9 and $16.9, respectively	—			(23.2		)	—			(23.1		)
Net earnings (loss)	13.3			(13.0		)	(10.3		)	(669.8		)
Less: Net loss attributable to noncontrolling interest, net of tax	(0.8		)	(0.7		)	(1.2		)	(1.7		)
Net earnings (loss) attributable to Manitowoc	$	14.1		$	(12.3	)	$	(9.1	)	$	(668.1	)
Amounts attributable to the Manitowoc common shareholders:
Earnings (loss) from continuing operations	$	14.4		$	13.9		$	(8.5	)	$	(613.6	)
Earnings (loss) from discontinued operations, net of income taxes	(0.3		)	(3.0		)	(0.6		)	(31.4		)
Loss on sale of discontinued operations, net of income taxes	—			(23.2		)	—			(23.1		)
Net earnings (loss) attributable to Manitowoc	$	14.1		$	(12.3	)	$	(9.1	)	$	(668.1	)
Basic earnings (loss) per common share:
Earnings (loss) from continuing operations attributable to Manitowoc common shareholders	$	0.11		$	0.11		$	(0.07	)	$	(4.71	)
Earnings (loss) from discontinued operations attributable to Manitowoc common shareholders	(0.00		)	(0.02		)	(0.00		)	(0.24		)
Loss on sale of discontinued operations, net of income taxes	—			(0.18		)	—			(0.18		)
Earnings (loss) from discontinued operations attributable to Manitowoc common shareholders	$	0.11		$	(0.09	)	$	(0.07	)	$	(5.13	)
Diluted earnings (loss) per common share:
Earnings (loss) from continuing operations attributable to Manitowoc common shareholders	$	0.11		$	0.11		$	(0.07	)	$	(4.71	)
Earnings (loss) from discontinued operations attributable to Manitowoc common shareholders	(0.00		)	(0.02		)	(0.00		)	(0.24		)
Loss on sale of discontinued operations, net of income taxes	—			(0.18		)	—			(0.18		)
Earnings (loss) per share attributable to Manitowoc common shareholders	$	0.11		$	(0.09	)	$	(0.07	)	$	(5.13	)
Weighted average shares outstanding — basic	130,574,043			130,163,718			130,535,386			130,161,564
Weighted average shares outstanding — diluted	132,609,138			130,163,718			130,535,386			130,161,564

See accompanying notes which are an integral part of these statements.

2

THE MANITOWOC COMPANY, INC.

Consolidated Balance Sheets

As of June 30, 2010 and December 31, 2009

(Unaudited)

(In millions, except share data)

	June 30,2010			December 31,2009
Assets
Current Assets:
Cash and cash equivalents	$	115.0		$	105.8
Marketable securities	2.6			2.6
Restricted cash	9.3			6.5
Accounts receivable, less allowances of $32.6 and $47.3, respectively	376.1			323.2
Inventories — net	640.1			595.5
Deferred income taxes	143.4			142.0
Other current assets	71.8			84.3
Total current assets	1,358.3			1,259.9
Property, plant and equipment — net	600.0			673.7
Goodwill	1,232.0			1,246.8
Other intangible assets — net	932.6			957.4
Other non-current assets	117.9			140.9
Total assets	$	4,240.8		$	4,278.7
Liabilities and Equity
Current Liabilities:
Accounts payable and accrued expenses	$	842.3		$	801.6
Short-term borrowings	144.2			144.9
Product warranties	88.2			96.5
Customer advances	58.7			71.2
Product liabilities	26.6			28.0
Total current liabilities	1,160.0			1,142.2
Non-Current Liabilities:
Long-term debt	2,062.8			2,027.5
Deferred income taxes	221.6			214.8
Pension obligations	45.7			47.4
Postretirement health and other benefit obligations	60.8			58.8
Long-term deferred revenue	29.2			31.8
Other non-current liabilities	150.0			149.0
Total non-current liabilities	2,570.1			2,529.3
Commitments and contingencies (Note 15)
Total Equity:
Common stock (300,000,000 shares authorized, 163,175,928 shares issued, 131,304,522 and 130,708,124 shares outstanding, respectively)	1.4			1.4
Additional paid-in capital	449.1			444.4
Accumulated other comprehensive income (loss)	(29.3		)	61.8
Retained earnings	179.6			188.7
Treasury stock, at cost (31,871,406 and 32,467,804 shares, respectively)	(88.2		)	(88.4		)
Total Manitowoc stockholders’ equity	512.6			607.9
Noncontrolling interest	(1.9		)	(0.7		)
Total equity	510.7			607.2
Total liabilities and equity	$	4,240.8		$	4,278.7

See accompanying notes which are an integral part of these statements.

3

THE MANITOWOC COMPANY, INC.

Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2010 and 2009

(Unaudited)

(In millions)

	Six Months Ended
	June 30,
	2010			2009
Cash Flows from Operations:
Net earnings (loss)	$	(10.3	)	$	(669.8	)
Adjustments to reconcile net earnings (loss) to cash provided by operating activities of continuing operations:
Asset impairments	—			700.0
Discontinued operations, net of income taxes	0.6			31.4
Depreciation	50.0			49.1
Amortization of intangible assets	19.8			16.7
Deferred income taxes	(1.4		)	(65.1		)
Loss (gain) on sale of property, plant and equipment	(1.5		)	0.7
Restructuring expense	1.7			25.9
Amortization of deferred financing fees	12.1			14.7
Loss on debt extinguishment	15.7			1.1
Loss on sale of discontinued operations	—			23.1
Other	3.1			51.4
Changes in operating assets and liabilities, excluding effects of business acquisitions and divestitures:
Accounts receivable	(66.9		)	100.0
Inventories	(80.9		)	143.6
Other assets	12.8			15.7
Accounts payable	97.3			(240.8		)
Accrued expenses and other liabilities	(38.5		)	(201.9		)
Net cash provided by (used for) operating activities of continuing operations	13.6			(4.2		)
Net cash provided by (used for) operating activities of discontinued operations	(0.7		)	(13.7		)
Net cash provided by (used for) operating activities	12.9			(17.9		)
Cash Flows from Investing:
Business acquisitions, net of cash acquired	(4.8		)	—
Capital expenditures	(16.3		)	(44.3		)
Change in restricted cash	(3.0		)	(0.1		)
Proceeds from sale of business	—			148.8
Proceeds from sale of property, plant and equipment	11.8			1.9
Net cash provided by (used for) investing activities of continuing operations	(12.3		)	106.3
Cash Flows from Financing:
Proceeds from revolving credit facility	—			77.7
Payments on long-term debt	(18.2		)	(282.8		)
Proceeds from long-term debt	45.4			92.1
Proceeds from securitization facility	101.0			—
Payments on securitization facility	(101.0		)	—
Payments on notes financing	(3.2		)	(7.3		)
Debt issuance costs	(11.3		)	(17.0		)
Dividends paid	—			(5.2		)
Exercises of stock options, including windfall tax benefits	0.4			(0.7		)
Net cash provided by (used for) financing activities of continuing operations	13.1			(143.2		)
Effect of exchange rate changes on cash	(4.5		)	1.8
Net increase (decrease) in cash and cash equivalents	9.2			(53.0		)
Balance at beginning of period	105.8			173.0
Balance at end of period	$	115.0		$	120.0

See accompanying notes which are an integral part of these statements.

4

THE MANITOWOC COMPANY, INC.

Consolidated Statements of Comprehensive Income

For the Three and Six Months Ended June 30, 2010 and 2009

(Unaudited)

(In millions)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2010			2009			2010			2009
Net earnings (loss)	$	13.3		$	(13.0	)	$	(10.3	)	$	(669.8	)
Other comprehensive income (loss)
Derivative instrument fair market value adjustment - net of income taxes	(7.4		)	16.8			(6.8		)	5.6
Foreign currency translation adjustments	(43.2		)	15.4			(84.4		)	(24.1		)
Total other comprehensive income (loss)	(50.6		)	32.2			(91.2		)	(18.5		)
Comprehensive income (loss)	(37.3		)	19.2			(101.5		)	(688.3		)
Comprehensive loss attributable to noncontrolling interest	(0.8		)	(0.7		)	(1.2		)	(1.7		)
Comprehensive income (loss) attributable to Manitowoc	$	(36.5	)	$	19.9		$	(100.3	)	$	(686.6	)

See accompanying notes which are an integral part of these statements.

5

THE MANITOWOC COMPANY, INC.

Notes to Unaudited Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2010 and 2009

1.  Accounting Policies

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the results of operations and comprehensive income for the three and six months ended June 30, 2010 and 2009, the cash flows for the same six-month periods, and the financial position at June 30, 2010, and except as otherwise discussed such adjustments consist of only those of a normal recurring nature.  The interim results are not necessarily indicative of results for a full year and do not contain information included in the company’s annual consolidated financial statements and notes for the year ended December 31, 2009.  The consolidated balance sheet as of December 31, 2009 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.  It is suggested that these financial statements be read in conjunction with the financial statements and the notes thereto included in the company’s latest annual report.

All dollar amounts, except share and per share amounts, are in millions of dollars throughout the tables included in these notes unless otherwise indicated.

As previously disclosed certain prior period amounts have been revised to conform to the current period presentation. During the fourth quarter of 2009 the company identified adjustments to correct an error to the amortization of deferred financing fees that reduce the expenses recognized in the previously filed Quarterly Reports for each of the first three quarters of 2009 by $0.4 million, $5.8 million, and $5.0 million, respectively. The net-of-tax effect of these adjustments increased the company’s previously reported 2009 earnings per share by $0.00, $0.03, and $0.02 for the quarters ended March 31, June 30 and September 30, respectively.

There was no impact to quarterly cash flows in 2009 as the result of these revisions since the increase in net earnings was offset by the decrease in the non-cash reconciling items for deferred financing fee amortization and deferred taxes. The company does not believe that these adjustments are material to the results of operations, financial position or cash flows for any of its previously filed quarterly financial statements. Accordingly, the June 30, 2009 financial statements included herein have been revised to reflect the adjustments discussed above.  The company will also revise its 2009 third quarter financial statements prospectively within its 2010 third quarter Quarterly Report on Form 10-Q.

On June 30, 2010, the company amended its accounts receivable securitization program.  Transactions under the amended accounts receivable securitization program are accounted for as sales in accordance with ASC Topic 860, “Transfers and Servicing.”  Sales of trade receivables to the Purchaser are reflected as a reduction of accounts receivable in the accompanying Consolidated Balance Sheets and the proceeds received (which include collections on deferred purchase price notes received as part of the consideration) are included in cash flows from operating activities in the accompanying Consolidated Statements of Cash Flows.  The company has reflected the transition from the previous securitization program, which did not meet the criteria for sale treatment under ASC Topic 860, to the amended program using the gross method in the Consolidated Statements of Cash Flows.  Under this method, separate line items for the net proceeds from the securitization facility immediately prior to the amendment and repayments on the amounts outstanding under the securitization facility as a result of the amendment are included in cash flows from financing activities, while the proceeds resulting from the amendment of the  securitization facility are reflected as reductions of accounts receivable in cash flows from operating activities. See further discussion in Note 10, “Accounts Receivable Securitization.”

2. Acquisitions

On March 1, 2010, the company acquired 100% of the issued and to be issued shares of Appliance Scientific, Inc. (ASI).  ASI is a leader in accelerated cooking technologies and is being integrated into current foodservice hot-side offerings.   Allocation of the purchase price resulted in $5.0 million of goodwill, $18.2 million of intangible assets and an estimated liability for future earnouts of $1.8 million.  In accordance with guidance primarily codified in ASC Topic 805, “Business Combinations,” any future adjustment to the estimated earnout liability would be recognized in the earnings of that period.  The results of ASI have been included in the Foodservice segment since the date of acquisition.

3. Discontinued Operations

On December 31, 2008, the company completed the sale of its Marine segment to Fincantieri Marine Group Holdings Inc., a subsidiary of Fincantieri — Cantieri Navali Italiani SpA.  The sale price in the all-cash deal was approximately $120 million.    The results of the Marine segment have been classified as a discontinued operation.

Administrative costs related to the former Marine segment resulted in pre-tax losses from discontinued operations of $0.3 million and

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 $1.2 million for the three month periods ended June 30, 2010 and 2009, respectively.  Tax benefits of $0.1 million and $0.2 million were recognized in the three month periods ended June 30, 2010 and 2009, respectively.  Administrative costs related to the former Marine segment resulted in pre-tax losses from discontinued operations of $0.6 million and $1.8 million for the six month periods ended June 30, 2010 and 2009, respectively.  Tax benefits of $0.2 million and $0.2 million were recognized in the six month periods ended June 30, 2010 and 2009, respectively.

In addition to the former Marine segment, the company has classified the Enodis ice and related businesses acquired in connection with the company's acquisition of Enodis plc (Enodis) in October of 2008, as discontinued in compliance with ASC Topic 360-10, “Property, Plant, and Equipment.”

In order to secure clearance for the acquisition of Enodis from various regulatory authorities including the European Commission and the United States Department of Justice, the company agreed to sell substantially all of Enodis’ global ice machine operations following completion of the transaction.  On May 15, 2009, the company completed the sale of the Enodis global ice machine operations to Braveheart Acquisition, Inc., an affiliate of Warburg Pincus Private Equity X, L.P., for $160 million.   The businesses sold were operated under the Scotsman, Ice-O-Matic, Simag, Barline, Icematic, and Oref brand names.  The company also agreed to sell certain non-ice businesses of Enodis located in Italy that are operated under the Tecnomac and Icematic brand names.  Prior to disposal, the antitrust clearances required that the ice businesses be treated and operated as standalone operations, in competition with the company.  The results of these operations have been classified as discontinued operations.

The company used the net proceeds from the sale of the Enodis global ice machine operations of approximately $150 million to reduce the balance on Term Loan X that matured in April of 2010.  The final sale price resulted in the company recording an additional $28.8 million non-cash impairment charge to reduce the value of the Enodis global ice machine operations in the first quarter of 2009.  As a result of the impairment charge and the net earnings of the businesses to be divested of $0.9 million, the total loss from discontinued operations related to the Enodis ice businesses was $27.9 million for the three months ended March 31, 2009.

Administrative costs related to the Enodis ice machine businesses resulted in a pre-tax loss from discontinued operations of $0.2 million and $0.1 million for the six and three month periods ended June 30, 2010.  There was no tax benefit associated with the Enodis ice machine business costs in the three or six month periods ended June 30, 2010.

4. Financial Instruments

The following tables set forth the company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2010 and December 31, 2009 by level within the fair value hierarchy.  Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

	Fair Value as of June 30, 2010
	Level 1		Level 2		Level 3		Total
Current Assets:
Foreign currency exchange contracts	$	2.8	$	—	$	—	$	2.8
Forward commodity contracts	—		0.5		—		0.5
Marketable securities	2.6		—		—		2.6
Total Current assets at fair value	$	5.4	$	0.5	$	—	$	5.9
Current Liabilities:
Foreign currency exchange contracts	$	8.9	$	—	$	—	$	8.9
Forward commodity contracts	—		0.4		—		0.4
Total Current liabilities at fair value	$	8.9	$	0.4	$	—	$	9.3
Non-current Liabilities:
Interest rate swap contracts	$	—	$	17.1	$	—	$	17.1
Total Non-current liabilities at fair value	$	—	$	17.1	$	—	$	17.1

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	Fair Value as of December 31, 2009
	Level 1		Level 2		Level 3		Total
Current Assets:
Foreign currency exchange contracts	$	1.4	$	—	$	—	$	1.4
Forward commodity contracts	—		1.7		—		1.7
Marketable securities	2.6		—		—		2.6
Total Current assets at fair value	$	4.0	$	1.7	$	—	$	5.7
Current Liabilities:
Foreign currency exchange contracts	$	5.4	$	—	$	—	$	5.4
Forward commodity contracts	—		0.1		—		0.1
Total Current liabilities at fair value	$	5.4	$	0.1	$	—	$	5.5
Non-current Liabilities:
Interest rate swap contracts	$	—	$	6.4	$	—	$	6.4
Total Non-current liabilities at fair value	$	—	$	6.4	$	—	$	6.4

The carrying value of the amounts reported in the Consolidated Balance Sheets for cash, accounts receivable, accounts payable, deferred purchase price notes on receivables sold and short-term variable debt, including any amounts outstanding under our revolving credit facility, approximate fair value, without being discounted, due to the short periods during which these amounts are outstanding.  The fair value of the company’s 7 1/8% Senior Notes due 2013 was approximately $148.1 million and $143.1 million at June 30, 2010 and December 31, 2009, respectively.  The fair value of the company’s 9 1/2 % Notes due 2018 was approximately $402.4 million at June 30, 2010.  The fair values of the company’s term loans under the New Credit Agreement are as follows at June 30, 2010 and December 31, 2009, respectively:  Term Loan A — $725.9 million and $883.3 million and Term Loan B — $828.9 million and $1,011.3 million.  See Note 9, “Debt,” for the related carrying values of these debt instruments.

ASC Topic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820-10 classifies the inputs used to measure fair value into the following hierarchy:

Level 1	Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2	Unadjusted quoted prices in active markets for similar assets or liabilities, or
	Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or
	Inputs other than quoted prices that are observable for the asset or liability
Level 3	Unobservable inputs for the asset or liability

The company endeavors to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The company has determined that its financial assets and liabilities are level 1 and level 2 in the fair value hierarchy.

As a result of its global operating and financing activities, the company is exposed to market risks from changes in interest and foreign currency exchange rates and commodity prices, which may adversely affect our operating results and financial position. When deemed appropriate, the company minimizes its risks from interest and foreign currency exchange rate and commodity price fluctuations through the use of derivative financial instruments. Derivative financial instruments are used to manage risk and are not used for trading or other speculative purposes, and the company does not use leveraged derivative financial instruments. The forward foreign currency exchange and interest rate swap contracts and forward commodity purchase agreements are valued using broker quotations, or market transactions in either the listed or over-the-counter markets. As such, these derivative instruments are classified within level 1 and level 2.

5. Derivative Financial Instruments

The company’s risk management objective is to ensure that business exposures to risk that have been identified and measured and are capable of being controlled are minimized using the most effective and efficient methods to eliminate, reduce, or transfer such exposures.  Operating decisions consider associated risks and structure transactions to avoid risk whenever possible.

Use of derivative instruments is consistent with the overall business and risk management objectives of the company.  Derivative instruments may be used to control business risk within limits specified by the company’s risk management policy to manage exposures that have been identified through the risk identification and measurement process, provided that they clearly qualify as “hedging” activities as defined in the company’s risk management policy.  Use of derivative instruments is not automatic, nor is it

8

necessarily the only response to managing pertinent business risk.  Use is permitted only after the risks that have been identified are determined to exceed defined tolerance levels and are considered to be unavoidable.

The primary risks managed by the company using derivative instruments are interest rate risk, commodity price risk and foreign currency exchange rate risk.  Interest rate swap instruments are entered into to manage interest rate risk.  Swap contracts on various commodities are used to manage the price risk associated with forecasted raw material related expenses in the company’s manufacturing process.  The company also enters into various foreign currency derivative instruments to manage foreign currency risk associated with the company’s projected foreign currency revenue and expenses along with the related balance sheet exposures.

ASC Topic 815-10 requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the statement of financial position.  In accordance with ASC Topic 815-10, the company designates qualifying commodity swaps, foreign exchange derivative contracts and interest rate swaps as cash flow hedges of forecasted exposures to commodity, currency, and variable rate interest rate volatility.

For derivative instruments designated and qualifying as cash flow hedges, the effective portion of the mark-to-market gain or loss is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the forecasted item affects earnings.  Gains and losses on the derivative instruments representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.  In the next twelve months, the company estimates $6.2 million of unrealized and realized losses related to interest rate, commodity price and currency rate hedging will be reclassified from other comprehensive income into earnings.  Foreign currency and commodity hedging is generally completed on a rolling and layering basis for twelve and eighteen months, respectively.

As of June 30, 2010 and December 31, 2009, the company had the following outstanding interest rate swaps, commodity swaps and foreign currency derivative contracts that were entered to hedge forecasted transactions:

	Units Hedged
Commodity	June 30, 2010	December 31, 2009		Type
Aluminum	1,103	1,400	MT	Cash Flow
Copper	608	424	MT	Cash Flow
Natural Gas	291,811	266,934	MMBtu	Cash Flow

	Units Hedged
Short Currency	June 30, 2010	December 31, 2009	Type
Canadian Dollar	22,884,130	24,426,423	Cash Flow
European Euro	48,484,950	51,155,115	Cash Flow
South Korean Won	2,080,576,636	2,079,494,400	Cash Flow
Singapore Dollar	5,800,000	3,240,000	Cash Flow
United States Dollar	7,896,000	12,285,292	Cash Flow

As of June 30, 2010, the total notional amount of the company’s receive-floating/pay-fixed interest rate swaps was $880.0 million compared to $984.0 million on December 31, 2009.

For derivative instruments not designated as hedging instruments under ASC Topic 815-10, the gains or losses are recognized in current earnings.

	Units Hedged
Short Currency	June 30, 2010	December 31, 2009	Recognized Location	Purpose
Great British Pound	31,329,179	30,385,738	Other income	Balance Sheet Hedges
European Euro	49,268,952	37,310,399	Other income	Balance Sheet Hedges
United States Dollar	23,195,095	42,383,351	Other income	Balance Sheet Hedges

The fair value of outstanding derivative contracts recorded as assets in the accompanying Consolidated Balance Sheet as of June 30, 2010 and December 31, 2009 was as follows:

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		ASSET DERIVATIVES
		June 30, 2010		December 31, 2009
Balance Sheet Location		Fair Value
Derivatives designated as hedging instrument under ASC 815
Foreign Exchange Contracts	Other current assets	$	1.0	$	1.4
Commodity Contracts	Other current assets		0.5		1.5
Total derivatives designated as hedging instruments under ASC 815		$	1.5	$	2.9

		ASSET DERIVATIVES
		June 30, 2010		December 31, 2009
Balance Sheet Location		Fair Value
Derivatives NOT designated as hedging instrument under ASC 815
Foreign Exchange Contracts	Other current assets	$	1.8	$	0.0
Commodity Contracts	Other current assets		0.0		0.2
Total derivatives NOT designated as hedging instruments under ASC 815			1.8		0.2
Total asset derivatives		$	3.3	$	3.1

The fair value of outstanding derivative contracts recorded as liabilities in the accompanying Consolidated Balance Sheet as of June 30, 2010 and December 31, 2009 was as follows:

		LIABILITY DERIVATIVES
		June 30, 2010		December 31, 2009
Balance Sheet Location		Fair Value
Derivatives designated as hedging instrument under ASC 815
Foreign Exchange Contracts	Accounts payable and accrued expenses	$	7.4	$	0.5
Interest Rate Swap Contracts	Other non-current liabilities		17.1		6.4
Commodity Contracts	Accounts payable and accrued expenses		0.4		0.1
Total derivatives designated as hedging instruments under ASC 815		$	24.9	$	7.0

		LIABILITY DERIVATIVES
		June 30, 2010		December 31, 2009
Balance Sheet Location		Fair Value
Derivatives NOT designated as hedging instrument under ASC 815
Foreign Exchange Contracts	Accounts payable and accrued expenses	$	1.5	$	4.9
Commodity Contracts	Accounts payable and accrued expenses		—		—
Total derivatives NOT designated as hedging instruments under ASC 815		$	1.5	$	4.9
Total liability derivatives		$	26.4	$	11.9

The effect of derivative instruments on the consolidated statement of operations for the quarters ended June 30, 2010 and June 30, 2009 for gains or losses initially recognized in other comprehensive income in the consolidated balance sheet were as follows:

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Derivatives in ASC 815 Cash Flow	Amount of Gain or (Loss)Recognized in OCI onDerivative (EffectivePortion) (Net of Tax)					Location of Gain or (Loss)Reclassified fromAccumulated OCI intoIncome (Effective	Amount of Gain or (Loss)Reclassified fromAccumulated OCI intoIncome (EffectivePortion)
Hedging Relationships	June 30, 2010			June 30, 2009		Portion)	June 30, 2010			June 30, 2009
Foreign Exchange Contracts	$	(3.5	)	$	5.2	Cost of Sales	$	(2.0	)	$	(4.1	)
Interest Rate Swap Contracts	(3.1		)	6.5		Interest Expense	(2.7		)	(3.0		)
Commodity Contracts	(0.8		)	1.3		Cost of Sales	0.3			(1.2		)
Total	$	(7.4	)	$	13.0		$	(4.4	)	$	(8.3	)

Derivatives in ASC 815 Cash Flow	Location of Gain or (Loss)Recognized in Income onDerivative (Ineffective Portion andAmount Excluded from	Amount of Gain or (Loss) Recognized inIncome on Derivative (Ineffective Portionand Amount Excluded fromEffectiveness Testing)
Hedging Relationships	Effectiveness Testing)	June 30, 2010			June 30, 2009
Commodity Contracts	Cost of Sales	$	(0.2	)	$	0.1
Total		$	(0.2	)	$	0.1

Derivatives Not Designated asHedging Instruments under	Location of Gain or (Loss)recognized in Income on	Amount of Gain or (Loss)Recognized in Income onDerivative
ASC 815	Derivative	June 30, 2010			June 30, 2009
Foreign Exchange Contracts	Other Income	$	(1.5	)	$	(2.9	)
Commodity Contracts	Cost of Sales	0.0			0.2
Total		$	(1.5	)	$	(2.7	)

The effect of derivative instruments on the consolidated statement of operations for the six months ended June 30, 2010 and June 30, 2009 for gains or losses initially recognized in other comprehensive income in the consolidated balance sheet were as follows:

Derivatives in ASC 815 Cash Flow	Amount of Gain or (Loss)Recognized in OCI onDerivative (EffectivePortion) (Net of Tax)						Location of Gain or (Loss)Reclassified fromAccumulated OCI intoIncome (Effective	Amount of Gain or (Loss)Reclassified fromAccumulated OCI intoIncome (EffectivePortion)
Hedging Relationships	June 30, 2010			June 30, 2009			Portion)	June 30, 2010			June 30, 2009
Foreign Exchange Contracts	$	(4.7	)	$	(0.1	)	Cost of Sales	$	(2.5	)	$	(7.9	)
Interest Rate Swap Contracts	(7.0		)	(2.3		)	Interest Expense	(5.4		)	(5.0		)
Commodity Contracts	(0.8		)	(1.0		)	Cost of Sales	0.5			(3.1		)
Total	$	(12.5	)	$	(3.4	)		$	(7.4	)	$	(16.0	)

Derivatives in ASC 815 Cash Flow	Location of Gain or (Loss)Recognized in Income onDerivative (Ineffective Portion andAmount Excluded from	Amount of Gain or (Loss) Recognized inIncome on Derivative (Ineffective Portionand Amount Excluded fromEffectiveness Testing)
Hedging Relationships	Effectiveness Testing)	June 30, 2010		June 30, 2009
Commodity Contracts	Cost of Sales	$	0.0	$	(0.1	)
Total		$	0.0	$	(0.1	)

Derivatives Not Designated asHedging Instruments under	Location of Gain or (Loss)recognized in Income on	Amount of Gain or (Loss)Recognized in Income onDerivative
ASC 815	Derivative	June 30, 2010		June 30, 2009
Foreign Exchange Contracts	Other Income	$	0.2	$	(3.7	)
Commodity Contracts	Cost of Sales	0.0		(1.1		)
Total		$	0.2	$	(4.8	)

6. Inventories

The components of inventories at June 30, 2010 and December 31, 2009 are summarized as follows:

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	June 30, 2010			December 31, 2009
Inventories — gross:
Raw materials	$	242.3		$	244.4
Work-in-process	190.3			163.5
Finished goods	326.1			310.9
Total inventories — gross	758.7			718.8
Excess and obsolete inventory reserve	(87.8		)	(90.9		)
Net inventories at FIFO cost	670.9			627.9
Excess of FIFO costs over LIFO value	(30.8		)	(32.4		)
Inventories — net	$	640.1		$	595.5

Inventories are carried at lower of cost or market value using the first-in, first-out (FIFO) method for 89% and 90% of total inventories at June 30, 2010 and December 31, 2009, respectively.  The remainder of the inventories are costed using the last-in, first-out (LIFO) method.  During the first quarter of 2010, a reduction in inventories related to working capital initiatives resulted in a liquidation of applicable LIFO inventory quantities carried at lower costs in prior years. This LIFO liquidation resulted in a $1.6 million cost of sales decrease.

7. Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill by reportable segment for the year ended December 31, 2009 and three month periods ended March 31, 2010 and June 30, 2010 are as follows:

	Crane			Foodservice			Total
Gross and net balance as of January 1, 2009	$	285.5		$	1,605.0		$	1,890.5
Enodis purchase accounting adjustments	—			(84.9		)	(84.9		)
Sale of product lines	—			(9.3		)	(9.3		)
Foreign currency impact	4.2			(4.9		)	(0.7		)
Gross balance as of December 31, 2009	289.7			1,505.9			1,795.6
Asset impairments	—			(548.8		)	(548.8		)
Net balance as of December 31, 2009	289.7			957.1			1,246.8
Acquisition of ASI	—			5.0			5.0
Foreign currency impact	(11.1		)	2.2			(8.9		)
Gross balance as of March 31, 2010	$	278.6		$	1,513.1		$	1,791.7
Foreign currency impact	(10.8		)	(0.1		)	(11.0		)
Gross balance as of June 30, 2010	267.8			1,513.0			1,780.7
Asset impairments	—			(548.8		)	(548.8		)
Net balance as of June 30, 2010	$	267.8		$	964.2		$	1,232.0

The increase in goodwill of $5.0 million for the period ended March 31, 2010, was due to the acquisition of ASI.  See further discussion in Note 2, “Acquisitions.”

The company accounts for goodwill and other intangible assets under the guidance of ASC Topic 350, “Intangibles — Goodwill and Other.”  Under ASC Topic 350, goodwill is no longer amortized; however, the company performs an annual impairment review at June 30 of every year or more frequently if events or changes in circumstances indicate that the asset might be impaired. The company performs impairment reviews for its reporting units, which have been determined to be: Cranes Americas; Cranes Europe, Middle East, and Africa; Cranes Asia; Crane Care; Foodservice Americas; Foodservice Europe, Middle East, and Africa; and Foodservice Asia, using a fair-value method based on the present value of future cash flows, which involves management’s judgments and assumptions about the amounts of those cash flows and the discount rates used. The estimated fair value is then compared with the carrying amount of the reporting unit, including recorded goodwill.  Goodwill is then subject to risk of write-down to the extent that the carrying amount exceeds the estimated fair value.  Effective January 1, 2010, the company revised its internal reporting structure and the Foodservice Retail reporting unit was combined into the Foodservice Americas reporting unit.

During the first quarter of 2009, the company’s stock price continued to decline as global market conditions remained depressed, the credit markets did not improve and the performance of the company’s Crane and Foodservice segments was below the company’s expectations.  In connection with a reforecast of expected 2009 financial results completed in early April 2009, the company determined the foregoing circumstances to be indicators of potential impairment under the guidance of ASC Topic 350-10. Therefore, the company performed the required initial (“Step One”) impairment test for each of the company’s operating units as of March 31,

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2009.  The company re-performed its established method of present-valuing future cash flows, taking into account the company’s updated projections, to determine the fair value of the reporting units.   The determination of fair value of the reporting units requires the company to make significant estimates and assumptions. The fair value measurements (for both goodwill and indefinite-lived intangible assets) are considered Level 3 within the fair value hierarchy. These estimates and assumptions primarily include, but are not limited to, projections of revenue growth, operating earnings, discount rates, terminal growth rates, and required capital for each reporting unit. Due to the inherent uncertainty involved in making these estimates, actual results could differ materially from the estimates. The company evaluated the significant assumptions used to determine the fair value of each reporting unit, both individually and in the aggregate, and concluded they are reasonable.

The results of the analysis indicated that the fair values of three of the company’s eight reporting units (Foodservice Americas; Foodservice Europe, Middle East, and Africa; and Foodservice Retail) were potentially impaired; therefore, the company proceeded to measure the amount of the potential impairment (“Step Two”) with the assistance of a third-party valuation firm.  Upon completion of that assessment, the company recognized impairment charges as of March 31, 2009, of $548.8 million related to goodwill.  The company also recognized impairment charges of $151.2 million related to other indefinite-lived intangible assets as of March 31, 2009.  Both charges were within the Foodservice segment.  The goodwill and other indefinite-lived intangible assets had a carrying value of $1,598.0 million and $368.0 million, respectively, prior to the impairment charges. These non-cash impairment charges had no direct impact on the company’s cash flows, liquidity, debt covenants, debt position or tangible asset values.  There was no tax benefit in relation to the goodwill impairment; however, the company did recognize a $52.0 million tax benefit associated with the other indefinite-lived intangible asset impairment.

As of June 30, 2010, the company performed its annual impairment analysis relative to goodwill and indefinite-lived intangible assets and based on those results no impairment was indicated.  The company will continue to monitor market conditions and determine if any additional interim reviews of goodwill, other intangibles or long-lived assets are warranted.  Further deterioration in the market or actual results as compared with the company’s projections may ultimately result in a future impairment.  In the event the company determines that assets are impaired in the future, the company would need to recognize a non-cash impairment charge, which could have a material adverse effect on the company’s consolidated balance sheet and results of operations.

The gross carrying amount and accumulated amortization of the company’s intangible assets other than goodwill were as follows as of June 30, 2010 and December 31, 2009:

	June 30, 2010							December 31, 2009
	GrossCarryingAmount		Accumulated Amortization			NetBookValue		GrossCarryingAmount		Accumulated Amortization			NetBookValue
Trademarks and tradenames	$	325.8	$	—		$	325.8	$	341.0	$	—		$	341.0
Customer relationships	439.0		(40.3		)	398.7		438.9		(28.9		)	410.0
Patents	32.1		(18.9		)	13.2		35.1		(19.4		)	15.7
Engineering drawings	10.7		(6.0		)	4.7		11.8		(6.2		)	5.6
Distribution network	19.8		—			19.8		21.7		—			21.7
Other intangibles	198.2		(27.8		)	170.4		185.9		(22.5		)	163.4
	$	1,025.6	$	(93.0	)	$	932.6	$	1,034.4	$	(77.0	)	$	957.4

The gross carrying amount of other intangibles increased $18.2 million due to the acquisition of ASI, as discussed in Note 2, “Acquisitions.”  Amortization expense for the three months ended June 30, 2010 and 2009 was $10.0 million and $8.4 million, respectively. Amortization expense for the six months ended June 30, 2010 and 2009 was $19.8 million and $16.7 million, respectively. Amortization expense related to intangible assets for each of the five succeeding years is estimated to be approximately $40 million per year.

8.  Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses at June 30, 2010 and December 31, 2009 are summarized as follows:

	June 30, 2010		December 31, 2009
Trade accounts payable and interest payable	$	445.8	$	357.3
Employee related expenses	111.2		96.6
Restructuring expenses	41.3		61.5
Profit sharing and incentives	15.9		14.0
Accrued rebates	24.9		35.2
Deferred revenue - current	24.7		40.4
Derivative liabilities	9.3		5.5
Income taxes payable	21.2		25.3
Miscellaneous accrued expenses	148.0		165.8
	$	842.3	$	801.6

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9. Debt

Outstanding debt at June 30, 2010 and December 31, 2009 is summarized as follows:

(in millions)	June 30, 2010			December 31, 2009
Revolving credit facility	$	—		$	—
Term loan A	738.4			922.5
Term loan B	833.2			1,041.0
Senior notes due 2013	150.0			150.0
Senior notes due 2018	400.0			—
Other	85.4			58.9
Total debt	$	2,207.0		$	2,172.4
Less current portion and short-term borrowings	(144.2		)	(144.9		)
Long-term debt	$	2,062.8		$	2,027.5

In April 2008, the company entered into a $2.4 billion credit agreement which was amended and restated as of August 25, 2008 to ultimately increase the size of the total facility to $2.925 billion (New Credit Agreement).  The New Credit Agreement became effective November 6, 2008.  The New Credit Agreement includes four loan facilities — a revolving facility of $400.0 million with a five-year term, a Term Loan A of $1,025.0 million with a five-year term, a Term Loan B of $1,200.0 million with a six-year term, and a Term Loan X of $300.0 million with an eighteen-month term.  The company is obligated to prepay the three term loan facilities from the net proceeds of asset sales, casualty losses, equity offerings, and new indebtedness for borrowed money, and from a portion of its excess cash flow, subject to certain exceptions. Term Loan X was repaid in full as of December 31, 2009. At June 30, 2010 the interest rates for Term Loan A and Term Loan B were 5.31% and 8.00%, respectively.  Including interest rate swaps, Term Loan A and Term Loan B interest rates were 6.41% and 8.44% respectively, at June 30, 2010.

In June 2009, the company entered into Amendment No. 2 (the Amendment) to the New Credit Agreement to provide relief under its consolidated total leverage ratio and consolidated interest coverage ratio financial covenants.  This Amendment was obtained to avoid a potential financial covenant violation at the end of the second quarter of 2009 as a result of lower demand for certain of the company’s products due to continued weakness in the global economy and tight credit markets.  Terms of the Amendment include an increase in the spread on London Interbank Offered Rate (LIBOR) and Alternative Borrowing Rate (ABR) loans of between 150 and 175 basis points, depending on the consolidated total leverage ratio. Also, one additional interest rate pricing level was added for each loan facility above a certain leverage amount.

On January 21, 2010, the company entered into an amendment (January 2010 Amendment) to the New Credit Agreement.  The January 2010 Amendment, among other things, amends the definition of Consolidated Earnings Before Interest and Taxes (EBIT) to provide add-backs for certain additional cash restructuring charges, and amends certain financial ratios that the company is required to maintain, including (i) reducing the minimum permitted level of the Consolidated Interest Coverage Ratio, (ii) increasing the maximum permitted level of the Maximum Consolidated Total Leverage Ratio, and (iii) adjusting the start date for measurement of the Consolidated Senior Secured Leverage Ratio to December 31, 2010 and reducing the maximum permitted level for this ratio.

The January 2010 Amendment contains financial covenants whereby the ratio of (a) consolidated earnings before interest, taxes, depreciation and amortization, and other adjustments (EBITDA), as defined in the New Credit Agreement to (b) consolidated interest expense, each for the most recent four fiscal quarters (Consolidated Interest Coverage Ratio) and the ratio of (c) consolidated indebtedness to (d) consolidated EBITDA for the most recent four fiscal quarters (Consolidated Total Leverage Ratio), at all times must each meet certain defined limits listed below:

14

Fiscal Quarter Ending:	ConsolidatedTotal LeverageRatio	ConsolidatedInterestCoverageRatio
	(less than)	(greater than)
March 31, 2010	7.80:1	1.75:1
June 30, 2010	7.80:1	1.75:1
September 30, 2010	7.25:1	1.80:1
December 31, 2010	6.625:1	1.85:1
March 31, 2011	6.50:1	2.00:1
June 30, 2011	6.375:1	2.00:1
September 30, 2011	6.250:1	2.125:1
December 31, 2011	5.75:1	2.25:1
March 31, 2012	5.75:1	2.375:1
June 30, 2012	5.25:1	2.50:1
September 30, 2012	4.75:1	2.50:1
December 31, 2012	4.50:1	2.75:1
March 31, 2013	4.50:1	2.75:1
June 30, 2013	4.25:1	3.00:1
September 30, 2013	3.75:1	3.00:1
December 31, 2013 and thereafter	3.50:1	3.00:1

In addition, the January 2010 Amendment contains a financial covenant whereby the ratio of (e) consolidated senior secured indebtedness to (f) consolidated EBITDA for the most recent four fiscal quarters (Consolidated Senior Secured Indebtedness Ratio), beginning with the fiscal quarter ending December 31, 2010, must meet certain defined limits listed below:

Fiscal quarter ending:	ConsolidatedSenior SecuredLeverageRatio
	(less than)
December 31, 2010	5.00:1
March 31, 2011	5.00:1
June 30, 2011	5.00:1
September 30, 2011	5.00:1
December 31, 2011	4.25:1
March 31, 2012	4.25:1
June 30, 2012	4.00:1
September 30, 2012	3.75:1
December 31, 2012	3.50:1
March 31, 2013	3.25:1
June 30, 2013	3.25:1
September 30, 2013	3.25:1
December 31, 2013 and thereafter	3.00:1

On February 3, 2010, the company entered into an Underwriting Agreement with J.P. Morgan Securities Inc. as representative of several underwriters, pursuant to which the company agreed to sell, and the underwriters agreed to purchase $400 million of the company’s 9.50% Senior Notes due 2018 to be guaranteed by guarantors in a public offering which closed on February 8, 2010. Net proceeds of $392.0 million from this offering were used to partially pay down ratably the then outstanding balances on Term Loan A and Term Loan B.

The Senior Notes due 2018 are unsecured senior obligations ranking subordinate to all existing senior secured indebtedness and equal to all existing senior unsecured obligations.  The Senior Notes due 2018 are jointly and severally and fully guaranteed on a senior unsecured basis by all of our existing and future domestic restricted subsidiaries that guarantee our senior secured credit facilities.  Interest on the Senior Notes due 2018 is payable semiannually in February and August of each year.  The Senior Notes due 2018 may be redeemed in whole or in part by the company for a premium at any time prior to February 15, 2014.  The premium is calculated as the greater of (1) 1.0% of the principal amount of such note; and (2) the excess of (a) the present value at such redemption dated of (i) the redemption price of such note on February 15, 2014 plus (ii) all required remaining scheduled interest payments due on such note through February 15, 2014, computed using a discount rate equal to the treasury rate plus 50 basis points; over (b) the principal amount of such note on such redemption date.   In addition, the company may redeem at its option, in whole or in part, at the following redemption prices if it redeems the Senior Notes due 2018 during the 12-month period commencing on February 15 of the year set forth below:

Year	Percentage
2014	104.750	%
2015	102.375	%
2016 and thereafter	100.000	%

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In addition, at any time, or from time to time, on or prior to February 15, 2013, the company may, at its option, use the net cash proceeds of one or more public equity offerings to redeem up to 35% of the principal amount of the Senior Notes due 2018 outstanding at a redemption price of 109.500% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that:

(1)  At least 65% of the principal amount of the Senior Notes due 2018 outstanding remains outstanding immediately after any such redemption; and

(2)  The company makes such redemption not more than 90 days after the consummation of any such public offering.

The issuance of the Senior Notes due 2018 and the use of proceeds to repay Term Loan A and Term Loan B resulted in the recognition of $15.7 million for the loss on extinguishment of debt, in accordance with the provisions of ASC Topic 470-50, “Modifications and Extinguishments.”  In addition, $1.7 million of fees paid by the company to the parties to the New Credit Agreement  were capitalized in connection with the January 2010 Amendment and along with the existing unamortized debt fees, are being amortized over the remaining term of the New Credit Agreement using the effective interest method.  $8.5 million of fees paid to the parties of the Senior Notes due 2018 have been capitalized and are being amortized over the term of the Senior Notes due 2018.

The company's Senior Notes due 2013 and Senior Notes due 2018 contain customary affirmative and negative covenants.  Among other restrictions, these covenants limit our ability to redeem or repurchase our debt, incur additional debt, make acquisitions, merge with other entities, pay dividends or distributions, repurchase capital stock, and create or become subject to liens.

As of June 30, 2010 the company was in compliance with all affirmative and negative covenants in its debt instruments inclusive of the financial covenants pertaining to the New Credit Agreement, as amended through June 30, 2010, the Senior Notes due 2013, and the Senior Notes due 2018 and based upon the company's current plans and outlook, the company believes it will be able to comply with these covenants during the subsequent 12 months.  As of June 30, 2010 the company's Consolidated Total Leverage Ratio was 6.80:1, below the maximum ratio of 7.80:1 and the company's Consolidated Interest Coverage Ratio was 2.07:1, above the minimum ratio of 1.75:1.

As of June, 30 2010, the company had outstanding $85.4 million of other indebtedness that has a weighted-average interest rate of approximately 5.8%.  This debt includes outstanding short-term debt and overdraft balances in the Americas, Asia and Europe and various capital leases.

10. Accounts Receivable Securitization

On June 30, 2010 the company entered into the Second Amended and Restated Receivables Purchase Agreement whereby it sells certain of its domestic trade accounts receivable to a wholly owned, bankruptcy-remote special purpose subsidiary which, in turn, sells, conveys, transfers and assigns to a third-party financial institution (Purchaser), all of the Seller’s right, title and interest in and to its pool of receivables to the Purchaser. The Purchaser receives ownership of the pool of receivables.  New receivables are purchased by the special purpose subsidiary and resold to the Purchaser as cash collections reduce previously sold investments. The company acts as the servicer of the receivables and as such administers, collects and otherwise enforces the receivables.  The company is compensated for doing so on terms that are generally consistent with what would be charged by an unrelated servicer.  As servicer, the company will initially receive payments made by obligors on the receivables but will be required to remit those payments in accordance with the Receivables Purchase Agreement. The Purchaser has no recourse against the company for uncollectible receivables, The securitization program also contains customary affirmative and negative covenants.  Among other restrictions, these covenants require the company to meet specified financial tests, which include a consolidated interest coverage ratio and a consolidated total leverage ratio.  As of  June 30, 2010, the company was in compliance with all affirmative and negative covenants inclusive of the financial covenants pertaining to the Amended and Restated Receivables Purchase Agreement.

Due to a short average collection cycle of less than 60 days for such accounts receivable and due to the company’s collection history, the fair value of the company’s deferred purchase price notes approximates book value. The fair value of the deferred purchase price notes recorded at June 30, 2010, was $72.5 million and is included in accounts receivable in the accompanying Consolidated Balance Sheets.

The securitization program includes certain of the company’s domestic U.S. Foodservice and Crane segment businesses.  Trade accounts receivables sold to the Purchaser and being serviced by the company totaled $101.0 million at June 30, 2010.

Transactions under the accounts receivables securitization program are accounted for as  sales in accordance with ASC Topic 860, “Transfers and Servicing.”  Sales of trade receivables to the Purchaser are reflected as a reduction of accounts receivable in the accompanying Consolidated Balance Sheets and the proceeds received, including collections on the deferred purchase price notes,  are

16

included in cash flows from operating activities in the accompanying Consolidated Statements of Cash Flows.  The company deems the interest rate risk related to the deferred purchase price notes to be de minimis, primarily due to the short average collection cycle of the related receivables (i.e. 60 days) as noted above.

Prior to the June 30, 2010 amendment, the Purchaser received an ownership and security interest in the pool of receivables.  The Purchaser had no recourse against the company for uncollectible receivables; however the company’s retained interest in the receivable pool was subordinate to the Purchaser.  Prior to the adoption on January 1, 2010 of new guidance as codified in ASC 860, the receivables sold under this program qualified for de-recognition.  After adoption of this guidance on January 1, 2010, receivables sold under this program no longer qualified for de-recognition and accordingly, cash proceeds on the balance of outstanding trade receivables sold were recorded as a securitization liability in the consolidated balance sheet.  The table below provides additional information about delinquencies and net credit losses for trade accounts receivable subject to the accounts receivable securitization program at December 31, 2009.

	BalanceOutstanding December 31,2009		Balance Outstanding60 Days or MorePast DueDecember 31, 2009		Net Credit LossesYear Ended December 31,2009
Trade accounts receivable subject to securitization program	$	107.9	$	5.9	$	—
Trade accounts receivable balance sold	68.5
Retained interest	$	39.4

11.  Income Taxes

For the six months ended June 30, 2010, the company recorded an income tax benefit of $8.9 million, as compared to an income tax benefit of $67.2 million for the six months ended June 30, 2009.  The income tax benefit for the six months ended June 30, 2010 was calculated under the discrete method.  The mix of income (loss) between foreign and domestic operations causes an unusual relationship between income (loss) and income tax expense (benefit) with small changes in the annual pre-tax book income resulting in a significant impact on the rate and unreliable estimates. As a result, the company computed the provision for income taxes for the six months ended June 30, 2010 by applying the actual effective tax rate to the year-to-date loss. The company believes that the discrete calculation of the effective tax rate provides a more reasonable approximation of the company’s tax benefit.

The Patient Protection and Affordable Care Act was signed into law during the first quarter of 2010 and eliminated the tax deductibility of retiree health care costs to the extent of federal subsidies that provide retiree prescription drug benefits equivalent to Medicare Part D coverage.  The company’s income tax benefit was unfavorably impacted by $1.6 million for the six months ended June 30, 2010 for this law change.

The company’s unrecognized tax benefits, excluding interest and penalties, were $41.5 million as of June 30, 2010, and $38.4 million as of June 30, 2009.  All of the company’s unrecognized tax benefits as of June 30, 2010, if recognized, would impact the income tax provision. During the next twelve months, the company does not expect any material changes in its unrecognized tax benefits.

There have been no significant developments in the quarter with respect to the company’s ongoing tax audits in various jurisdictions.

12.  Earnings Per Share

The following is a reconciliation of the average shares outstanding used to compute basic and diluted earnings per share:

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	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2010	2009	2010	2009
Basic weighted average common shares outstanding	130,574,043	130,163,718	130,535,386	130,161,564
Effect of dilutive securities - stock options and restricted stock	2,035,095	—	—	—
Diluted weighted average common shares outstanding	132,609,138	130,163,718	130,535,386	130,161,564

For the six months ended June 30, 2010, the total number of potential dilutive options was 2.0 million.  However, these options were not included in the computation of diluted net loss per common share for the six months ended June 30, 2009 since to do so would decrease the loss per share.  For the three and six months ended June 30, 2009, the total number of potential dilutive options was 0.3 million.  However, these options were not included in the computation of diluted net loss per common share for the three and six months ended June 30, 2009, since to do so would decrease the loss per share.  In addition, for the three and six months ended June 30, 2009, 4.0 million and 4.1 million common shares issuable upon the exercise of stock options, respectively, were anti-dilutive and were excluded from the calculation of diluted earnings per share.

No dividends were paid during each of the three and six month periods ended June 30, 2010 as the company moved to an annual dividend program.  During the three and six month periods ended June 30, 2009, the company paid a dividend of $0.02 and $0.04 per share.

13.  Stockholders’ Equity

The following is a roll forward of retained earnings and non-controlling interest for the period ending June 30, 2010 and 2009:

	Retained Earnings			Non-controllingInterest
Balance at December 31, 2009	$	188.7		$	(0.7	)
Net earnings (loss)	(9.1		)	(1.2		)
Balance at June 30, 2010	$	179.6		$	(1.9	)

	Retained Earnings			Non-controllingInterest
Balance at December 31, 2008	$	903.3		$	1.8
Net earnings (loss)	(668.1		)	(1.7		)
Cash dividends	(5.2		)	—
Balance at June 30, 2009	$	230.0		$	0.1

Authorized capitalization consists of 300 million shares of $0.01 par value common stock and 3.5 million shares of $0.01 par value preferred stock.  None of the preferred shares have been issued.

On March 21, 2007, the Board of Directors of the company approved the Rights Agreement between the company and Computershare Trust Company, N.A., as Rights Agent and declared a dividend distribution of one right (a Right) for each outstanding share of common stock, par value $0.01 per share, of the company (the Common Stock), to shareholders of record at the close of business on March 30, 2007 (the Record Date).  In addition to the Rights issued as a dividend on the Record Date, the Board of Directors has also determined that one Right will be issued together with each share of Common Stock issued by the company after the Record Date.  Generally, each Right, when it becomes exercisable, entitles the registered holder to purchase from the company one share of Common Stock at a purchase price, in cash, of $110.00 per share ($220.00 per share prior to the September 10, 2007 stock split), subject to adjustment as set forth in the Rights Agreement.

As explained in the Rights Agreement, the Rights become exercisable on the “Distribution Date”, which is that date that any of the following occurs: (1) 10 days following a public announcement that a person or group of affiliated persons has acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding shares of Common Stock of the company; or (2) 10 business days following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 20% or more of such outstanding shares of Common Stock.  The Rights will expire at the close of business on March 29, 2017, unless earlier redeemed or exchanged by the company as described in the Rights Agreement.

Currently, the company has authorization to purchase up to 10 million shares (adjusted for the 2006 and 2007 2-for-1 stock splits) of common stock at management’s discretion.  As of June 30, 2010, the company had purchased approximately 7.6 million shares (adjusted for the 2006 and 2007 2-for-1 stock splits) at a cost of $49.8 million pursuant to this authorization.  The company did not purchase any shares of its common stock during 2010, 2009, 2008, 2007 or 2006.

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14.  Stock-Based Compensation

Stock-based compensation expense is calculated by estimating the fair value of incentive and non-qualified stock options at the time of grant and amortized over the stock options’ vesting period.  Stock-based compensation expense was $3.3 million and $2.4 million for the six months ended June 30, 2010 and 2009, respectively.  The company granted options to acquire 1.4 million and 2.3 million shares of stock to officers and employees during the first quarters of 2010 and 2009, respectively.  The grants to directors are exercisable immediately upon granting and expire ten years subsequent to the grant date.  All other grants become exercisable in 25% increments beginning on the second anniversary of the grant date over a four-year period and expire ten years subsequent to the grant date.  In addition, the company issued 0.5 and 0.2 million shares of restricted stock during the first quarters of 2010 and 2009, respectively.  The restrictions on all shares of restricted stock expire on the third anniversary of the grant date.

15.  Contingencies and Significant Estimates

The company has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) in connection with the Lemberger Landfill Superfund Site near Manitowoc, Wisconsin.  Approximately 150 potentially responsible parties have been identified as having shipped hazardous materials to this site.  Eleven of those, including the company, have formed the Lemberger Site Remediation Group and have successfully negotiated with the United States Environmental Protection Agency and the Wisconsin Department of Natural Resources to fund the cleanup and settle their potential liability at this site.  The estimated remaining cost to complete the clean up of this site is approximately $8.1 million.  Although liability is joint and several, the company’s share of the liability is estimated to be 11% of the remaining cost.   Remediation work at the site has been substantially completed, with only long-term pumping and treating of groundwater and site maintenance remaining.  The company’s remaining estimated liability for this matter, included in accounts payable and accrued expenses in the Consolidated Balance Sheets at June 30, 2010, is $0.7 million.  Based on the size of the company’s current allocation of liabilities at this site, the existence of other viable potential responsible parties and current reserve, the company does not believe that any liability imposed in connection with this site will have a material adverse effect on its financial condition, results of operations, or cash flows.

As of June 30, 2010, the company also held reserves for environmental matters related to Enodis locations of approximately $1.6 million.  At certain of the company’s other facilities, the company has identified potential contaminants in soil and groundwater.  The ultimate cost of any remediation required will depend upon the results of future investigation.  Based upon available information, the company does not expect the ultimate costs at any of these locations will have a material adverse effect on its financial condition, results of operations, or cash flows.

The company believes that it has obtained and is in substantial compliance with those material environmental permits and approvals necessary to conduct its various businesses.  Based on the facts presently known, the company does not expect environmental compliance costs to have a material adverse effect on its financial condition, results of operations, or cash flows.

As of June 30, 2010, various product-related lawsuits were pending.  To the extent permitted under applicable law, all of these are insured with self-insurance retention levels.  The company’s self-insurance retention levels vary by business, and have fluctuated over the last five years.  The range of the company’s self-insured retention levels is $0.1 million to $3.0 million per occurrence.  The high-end of the company’s self-insurance retention level is a legacy product liability insurance program inherited in the Grove acquisition for cranes manufactured in the United States for occurrences from January 2000 through October 2002.  As of June 30, 2010, the largest self-insured retention level for new occurrences currently maintained by the company is $2.0 million per occurrence and applies to product liability claims for cranes manufactured in the United States.

Product liability reserves in the Consolidated Balance Sheet at June 30, 2010 were $26.6 million; $6.4 million was reserved specifically for actual cases and $20.2 million for claims incurred but not reported which were estimated using actuarial methods.  Based on the company’s experience in defending product liability claims, management believes the current reserves are adequate for estimated case resolutions on aggregate self-insured claims and insured claims.  Any recoveries from insurance carriers are dependent upon the legal sufficiency of claims and solvency of insurance carriers.

At June 30, 2010 and December 31, 2009, the company had reserved $102.8 million and $113.6 million, respectively, for warranty claims included in product warranties and other non-current liabilities in the Consolidated Balance Sheets.  Certain of these warranty and other related claims involve matters in dispute that ultimately are resolved by negotiations, arbitration, or litigation.

It is reasonably possible that the estimates for environmental remediation, product liability and warranty costs may change in the near future based upon new information that may arise or matters that are beyond the scope of the company’s historical experience.  Presently, there are no reliable methods to estimate the amount of any such potential changes.

The company is involved in numerous lawsuits involving asbestos-related claims in which the company is one of numerous defendants.  After taking into consideration legal counsel’s evaluation of such actions, the current political environment with respect to asbestos related claims, and the liabilities accrued with respect to such matters, in the opinion of management, ultimate resolution is

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not expected to have a material adverse effect on the financial condition, results of operations, or cash flows of the company.

In conjunction with the Enodis acquisition, the company assumed the responsibility to address outstanding and future legal actions.  At the time of acquisition, the only significant unresolved claimed legal matter involved a former subsidiary of Enodis, Consolidated Industries Corporation (Consolidated).  Enodis sold Consolidated to an unrelated party in 1998. Shortly after the sale, Consolidated commenced bankruptcy proceedings.  In February of 2009, a settlement agreement was reached in the Consolidated matter and the company agreed to a settlement amount of $69.5 million plus interest from February 1, 2009 when the settlement agreement was approved by the Bankruptcy Court.  A reserve for this matter was accrued for in purchase accounting upon the acquisition of Enodis.  In March of 2009, the company made an initial payment $56.0 million.  In addition, both parties mutually agreed to the remaining balance, along with interest, of approximately $14.0 million which was paid in April 2009.

The company is also involved in various legal actions arising out of the normal course of business, which, taking into account the liabilities accrued and legal counsel’s evaluation of such actions, in the opinion of management, the ultimate resolution is not expected to have a material adverse effect on the company’s financial condition, results of operations, or cash flows.

16. Guarantees

The company periodically enters into transactions with customers that provide for residual value guarantees and buyback commitments.  These initial transactions are recorded as deferred revenue and are amortized to income on a straight-line basis over a period equal to that of the customer’s third party financing agreement.  The deferred revenue included in other current and non-current liabilities at June 30, 2010 and December 31, 2009, was $53.9 million and $72.2 million, respectively.  The total amount of residual value guarantees and buyback commitments given by the company and outstanding at June 30, 2010 and December 31, 2009, was $65.2 million and $80.6 million, respectively.  These amounts are not reduced for amounts the company would recover from repossessing and subsequent resale of the units.  The residual value guarantees and buyback commitments expire at various times through 2013.

During the six months ended June 30, 2010 and 2009, the company sold $3.3 million and $2.5 million, respectively, of its long term notes receivable to third party financing companies. The company guarantees some percentage, up to 100%, of collection of the notes to the financing companies.  The company has accounted for the sales of the notes as a financing of receivables.  The receivables remain on the company’s Consolidated Balance Sheets, net of payments made, in other current and non-current assets, and the company has recognized an obligation equal to the net outstanding balance of the notes in other current and non-current liabilities in the Consolidated Balance Sheets.  The cash flow benefit of these transactions is reflected as financing activities in the Consolidated Statements of Cash Flows.  During the three and six months ended June 30, 2010, the customers paid $1.6 million and $3.2 million, respectively, of the notes to the third party financing companies.  As of June 30, 2010, the outstanding balance of the notes receivables guaranteed by the company was $5.6 million.

In the normal course of business, the company provides its customers a warranty covering workmanship, and in some cases materials, on products manufactured by the company.  Such warranty generally provides that products will be free from defects for periods ranging from 12 months to 60 months with certain equipment having longer-term warranties.  If a product fails to comply with the company’s warranty, the company may be obligated, at its expense, to correct any defect by repairing or replacing such defective products.  The company provides for an estimate of costs that may be incurred under its warranty at the time product revenue is recognized.  These costs primarily include labor and materials, as necessary, associated with repair or replacement.  The primary factors that affect the company’s warranty liability include the number of units shipped and historical and anticipated warranty claims.  As these factors are impacted by actual experience and future expectations, the company assesses the adequacy of its recorded warranty liability and adjusts the amounts as necessary.  Below is a table summarizing the warranty activity for the six months ended June 30, 2010 and 2009:

	2010			2009
Balance at beginning of period	$	113.6		$	123.5
Accruals for warranties issued during the period	25.0			39.7
Settlements made (in cash or in kind) during the period	(30.9		)	(42.3		)
Currency translation	(4.9		)	(0.1		)
Balance at end of period	$	102.8		$	120.8

17. Employee Benefit Plans

The company provides certain pension, health care and death benefits for eligible retirees and their dependents.  The pension benefits are funded, while the health care and death benefits are not funded but are paid as incurred.  Eligibility for coverage is based on meeting certain years of service and retirement qualifications.  These benefits may be subject to deductibles, co-payment provisions, and other limitations.  The company has reserved the right to modify these benefits.

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The components of periodic benefit costs for the three and six months ended June 30, 2010 and June 30, 2009 are as follows:

	Three Months Ended June 30, 2010									Six Months Ended June 30, 2010
	U.S.			Non-U.S.			Postretirement			U.S.			Non-U.S.			Postretirement
	Pension			Pension			Health and			Pension			Pension			Health and
	Plans			Plans			Other Plans			Plans			Plans			Other Plans
Service cost - benefits earned during the period	$	0.1		$	0.5		$	0.2		$	0.3		$	1.0		$	0.4
Interest cost of projected benefit obligations	2.6			2.7			0.9			5.1			5.5			1.8
Expected return on plan assets	(2.3		)	(2.4		)	—			(4.6		)	(4.8		)	—
Amortization of actuarial net (gain) loss	—			—			0.1			0.1			0.1			0.1
Net periodic benefit costs	$	0.4		$	0.8		$	1.2		$	0.9		$	1.8		$	2.3
Weighted average assumptions:
Discount rate	6.0		%	5.0 – 7.3		%	5.75- 6.0		%	6.0		%	5.0 – 7.3		%	5.75- 6.0		%
Expected return on plan assets	6.0		%	4.0 – 7.5		%	N/A			6.0		%	4.0 – 7.5		%	N/A
Rate of compensation increase	N/A			2.0 – 8.0		%	3.0		%	N/A			2.0 – 8.0		%	3.0		%

	Three Months Ended June 30, 2009									Six Months Ended June 30, 2009
	U.S.			Non-U.S.			Postretirement			U.S.			Non-U.S.			Postretirement
	Pension			Pension			Health and			Pension			Pension			Health and
	Plans			Plans			Other Plans			Plans			Plans			Other Plans
Service cost - benefits earned during the period	$	0.1		$	0.5		$	0.2		$	0.3		$	1.0		$	0.4
Interest cost of projected benefit obligations	2.6			3.3			0.9			5.2			5.9			1.8
Expected return on plan assets	(2.3		)	(3.0		)	—			(4.7		)	(5.4		)	—
Amortization of actuarial net (gain) loss	0.1			—			—			0.2			—			—
Net periodic benefit costs	$	0.5		$	0.8		$	1.1		$	1.0		$	1.5		$	2.2
Weighted average assumptions:
Discount rate	6.2		%	5.5 - 6.5		%	6.2 - 7.25		%	6.2		%	5.5 - 6.5		%	6.2 - 7.25		%
Expected return on plan assets	5.75 - 6.5		%	4.0 - 6.25		%	N/A			5.75 - 6.5		%	4.0 - 6.25		%	N/A
Rate of compensation increase	N/A			2.0 - 8.0		%	N/A			N/A			2.0 - 8.0		%	N/A

All but one of the U.S. pension plans have benefit accruals frozen.

18. Restructuring

In the fourth quarter of 2008, the company committed to a restructuring plan to reduce the cost structure of its French and Portuguese crane facilities and recorded a restructuring expense of $21.7 million to establish a reserve for future involuntary employee terminations and related costs.  The restructuring plan was primarily meant to better align the company’s resources due to the accelerated decline in demand in Western and Southern Europe where market conditions have negatively impacted the company’s tower crane product sales.  As a result of the continued worldwide decline in crane sales during the year ended December 31, 2009, the company recorded an additional $29.0 million in restructuring charges to further reduce the Crane segment cost structure in all regions.  The restructuring plans will reduce the Crane segment workforce by approximately 40% of 2008 year-end levels.  As of June 30, 2010, $36.2 million of benefit payments had been made with respect to the workforce reductions.

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The following is a rollforward of all restructuring activities relating to the Crane segment for the six month period ended June 30, 2010:

(in millions)	Restructuring ReserveBalance as of 12/31/09		RestructuringCharges		Use of Reserve			Restructuring ReserveBalance as of 6/30/10
Involuntary employee terminations and related costs	$	29.9	$	1.7	$	(16.0	)	$	15.6

In addition, $11.4 million of the Enodis acquisition-related reserves were utilized during the six months ended June 30, 2010.  As of June 30, 2010 the balance of these reserves was $36.2 million, down from the December 31, 2009 balance of $47.6 million.

19. Recent Accounting Changes and Pronouncements

In January 2010, the FASB issued Accounting Standards Update 2010-6, “Improving Disclosures about Fair Value Measurements “, codified in ASC Topic 820.  This update requires new disclosures and clarifies existing disclosures as it related to fair value measurements.  The update requires the reporting entity to disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers and, in the reconciliation for fair value measurements using significant unobservable inputs (Level 3), present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).  This update also clarifies that a reporting entity should provide fair value measurement disclosures for each class of assets and liabilities and disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.  This update also includes conforming amendments to the guidance on employers’ disclosures about postretirement benefit plan assets.  The guidance was applicable for the company beginning in the first interim period in 2010.  Refer to Note 5, “Fair Value of Financial Instruments” for the disclosures required in accordance with this guidance.

In October 2009, the FASB issued Accounting Standards Update 2009-13, “Multiple-Deliverable Revenue Arrangements,” codified in ASC Topic 605.  This update provides application guidance on whether multiple deliverables exist, how the deliverables should be separated and how the consideration should be allocated to one or more units of accounting. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence, if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific or third-party evidence is available. The company will be required to apply this guidance prospectively for revenue arrangements entered into or materially modified in the fiscal year beginning on or after June 15, 2010, with early application permitted. The company is currently evaluating the impact that adoption of this guidance will have on the determination or reporting of the company’s financial results.

In June 2009, the FASB issued new guidance codified primarily in ASC Topic 810, “Consolidation.”  This guidance is related to the consolidation rules applicable to variable interest entities.  It replaces the quantitative-based risks and rewards calculation for determining whether an enterprise is the primary beneficiary in a variable interest entity with an approach that is primarily qualitative and requires ongoing assessments of whether an enterprise is the primary beneficiary of a variable interest entity.  This guidance also requires additional disclosures about an enterprise’s involvement in variable interest entities and is effective for the company in its interim and annual reporting periods beginning on and after January 1, 2010.   The adoption of this guidance did not have a significant impact on the determination or reporting of the company’s financial results.

In June 2009, the FASB issued guidance related to the accounting for transfers of financial assets codified primarily in ASC Topic 860, “Transfers and Servicing.” This guidance requires entities to provide more information about transfers of financial assets and a transferor’s continuing involvement, if any, with transferred financial assets. It also requires additional disclosures about the risks that a transferor continues to be exposed to because of its continuing involvement in transferred financial assets. ASC Topic 860 eliminates the concept of a qualifying special-purpose entity and changes the requirements for de-recognition of financial assets. This Topic is effective for the company in its interim and annual reporting periods beginning on and after January 1, 2010.  Refer to Note 10, “Accounts Receivable Securitization” for discussion of the impact of the adoption of this guidance.

In April 2009, the FASB issued new guidance codified primarily in ASC Topic 825, “Financial Instruments.”  This guidance requires an entity to provide disclosures about fair value of financial instruments in interim financial information and is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009.  The adoption of this guidance did not have a material impact on the consolidated financial statements.  Refer to Note 5, “Fair Value of Financial Instruments” for the disclosures required in accordance with this guidance.

In December 2008, the FASB issued new guidance which is codified primarily in ASC Topic 715, “Compensation — Retirement Benefits.”  This guidance is related to an employer’s disclosures about the type of plan assets held in a defined benefit pension or other

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postretirement plan.  This guidance is effective for financial statements issued for fiscal years ending after December 15, 2009.  The adoption of this guidance did not have a material impact on the consolidated financial statements.

20. Subsidiary Guarantors of Senior Notes due 2013 and Senior Notes due 2018

The following tables present condensed consolidating financial information for (a) The Manitowoc Company, Inc. (Parent); (b) the guarantors of the Senior Notes due 2013 and Senior Notes due 2018, which include substantially all of the domestic, wholly-owned subsidiaries of the company (Subsidiary Guarantors); and (c) the wholly- and partially-owned foreign subsidiaries of the Parent, which do not guarantee the Senior Notes due 2013 and Senior Notes due 2018 (Non-Guarantor Subsidiaries).  Separate financial statements of the Subsidiary Guarantors are not presented because the guarantors are fully and unconditionally, jointly and severally liable under the guarantees, and 100% owned by the Parent. 

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The Manitowoc Company, Inc.

Condensed Consolidating Statement of Operations

For the Three Months Ended June 30, 2010

(In millions)

							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	479.1		$	508.1		$	(110.7	)	$	876.5
Costs and expenses:
Cost of sales	—			355.9			418.3			(110.7		)	663.5
Engineering, selling and administrative expenses	11.0			51.1			67.3			—			129.4
Restructuring expense	—			—			1.3			—			1.3
Amortization expense	—			7.7			2.3			—			10.0
Equity in (earnings) loss of subsidiaries	(45.9		)	(10.4		)	—			56.3			—
Total costs and expenses	(34.9		)	404.3			489.2			(54.4		)	804.2
Operating earnings (loss) from continuing operations	34.9			74.8			18.9			(56.3		)	72.3
Other income (expense):
Interest expense	(46.2		)	(0.7		)	(1.5		)	—			(48.4		)
Management fee income (expense)	8.8			(10.9		)	2.1			—			—
Other income (expense)-net	1.5			(11.0		)	3.9			—			(5.6		)
Total other income (expense)	(35.9		)	(22.6		)	4.5			—			(54.0		)
Earnings (loss) from continuing operations before taxes on earnings	(1.0		)	52.2			23.4			(56.3		)	18.3
Provision (benefit) for taxes on earnings	(15.1		)	12.8			7.0			—			4.7
Earnings (loss) from continuing operations	14.1			39.4			16.4			(56.3		)	13.6
Discontinued operations:
Loss from discontinued operations, net of income taxes	—			(0.2		)	(0.1		)	—			(0.3		)
Net earnings (loss)	14.1			39.2			16.3			(56.3		)	13.3
Less: Net gain (loss) attributable to noncontrolling interest	—			—			(0.8		)	—			(0.8		)
Net earnings (loss) attributable to Manitowoc	$	14.1		$	39.2		$	17.1		$	(56.3	)	$	14.1

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The Manitowoc Company, Inc.

Condensed Consolidating Statement of Operations

For the Three Months Ended June 30, 2009

(In millions)

							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	571.0		$	581.0		$	(117.2	)	$	1,034.8
Costs and expenses:
Cost of sales	—			426.7			488.5			(117.2		)	798.0
Engineering, selling and administrative expenses	12.1			63.1			78.1			—			153.3
Restructuring expense	—			6.2			15.3			—			21.5
Amortization expense	—			7.2			1.2			—			8.4
Integration expense	—			2.0			—			—			2.0
Equity in (earnings) loss of subsidiaries	(9.4		)	9.2			—			0.2			—
Total costs and expenses	2.7			514.4			583.1			(117.0		)	983.2
Operating earnings (loss) from continuing operations	(2.7		)	56.6			(2.1		)	(0.2		)	51.6
Other income (expense):
Interest expense	(45.1		)	(0.3		)	(2.2		)	—			(47.6		)
Management fee income (expense)	10.0			(41.9		)	31.9			—			—
Loss on debt extinguishment	(1.1		)	—			—			—			(1.1		)
Other income (expense)-net	12.5			(8.7		)	0.3			—			4.1
Total other income (expense)	(23.7		)	(50.9		)	30.0			—			(44.6		)
Earnings (loss) from continuing operations before taxes on earnings	(26.4		)	5.7			27.9			(0.2		)	7.0
Provision (benefit) for taxes on earnings	(14.1		)	8.9			(1.0		)	—			(6.2		)
Earnings (loss) from continuing operations	(12.3		)	(3.2		)	28.9			(0.2		)	13.2
Discontinued operations:
Earnings (loss) from discontinued operations, net of income taxes	—			26.1			(29.1		)	—			(3.0		)
Gain (loss) from sale of discontinued operations, net of income taxes	—			0.8			(24.0		)	—			(23.2		)
Net earnings (loss)	(12.3		)	23.7			(24.2		)	(0.2		)	(13.0		)
Less: Net gain (loss) attributable to noncontrolling interest	—			—			(0.7		)	—			(0.7		)
Net earnings (loss) attributable to Manitowoc	$	(12.3	)	$	23.7		$	(23.5	)	$	(0.2	)	$	(12.3	)

25

The Manitowoc Company, Inc.

Condensed Consolidating Statement of Operations

For the Six Months Ended June 30, 2010

(In millions)

							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	852.7		$	942.9		$	(197.1	)	$	1,598.5
Costs and expenses:
Cost of sales	—			634.3			776.2			(197.1		)	1,213.4
Engineering, selling and administrative expenses	20.3			100.1			138.4			—			258.8
Restructuring expense	—			0.1			1.6			—			1.7
Amortization expense	—			15.5			4.3			—			19.8
Equity in (earnings) loss of subsidiaries	(66.7		)	(23.5		)	—			90.2			—
Total costs and expenses	(46.4		)	726.5			920.5			(106.9		)	1,493.7
Operating earnings (loss) from continuing operations	46.4			126.2			22.4			(90.2		)	104.8
Other income (expense):
Interest expense	(92.0		)	(1.1		)	(2.8		)	—			(95.9		)
Management fee income (expense)	17.6			(21.1		)	3.5			—			—
Loss on debt extinguishment	(15.7		)	—			—			—			(15.7		)
Other income (expense)-net	2.6			(22.1		)	7.7			—			(11.8		)
Total other income (expense)	(87.5		)	(44.3		)	8.4			—			(123.4		)
Earnings (loss) from continuing operations before taxes on earnings	(41.1		)	81.9			30.8			(90.2		)	(18.6		)
Provision (benefit) for taxes on earnings	(32.0		)	15.4			7.7			—			(8.9		)
Earnings (loss) from continuing operations	(9.1		)	66.5			23.1			(90.2		)	(9.7		)
Discontinued operations:
Loss from discontinued operations, net of income taxes	—			(0.4		)	(0.2		)	—			(0.6		)
Net earnings (loss)	(9.1		)	66.1			22.9			(90.2		)	(10.3		)
Less: Net gain (loss) attributable to noncontrolling interest	—			—			(1.2		)	—			(1.2		)
Net earnings (loss) attributable to Manitowoc	$	(9.1	)	$	66.1		$	24.1		$	(90.2	)	$	(9.1	)

26

The Manitowoc Company, Inc.

Condensed Consolidating Statement of Operations

For the Six Months Ended June 30, 2009

(In millions)

							Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	1,198.8		$	1,141.4		$	(277.9	)	$	2,062.3
Costs and expenses:
Cost of sales	—			924.8			973.6			(277.9		)	1,620.5
Engineering, selling and administrative expenses	24.8			111.6			150.9			—			287.3
Asset impairments	—			700.0			—			—			700.0
Restructuring expense	—			6.7			19.2			—			25.9
Amortization expense	—			14.3			2.4			—			16.7
Integration expense	—			3.5			—			—			3.5
Equity in (earnings) loss of subsidiaries	626.2			(6.6		)	—			(619.6		)	—
Total costs and expenses	651.0			1,754.3			1,146.1			(897.5		)	2,653.9
Operating earnings (loss) from continuing operations	(651.0		)	(555.5		)	(4.7		)	619.6			(591.6		)
Other income (expense):
Interest expense	(90.2		)	(0.5		)	(5.4		)	—			(96.1		)
Management fee income (expense)	21.2			(51.2		)	30.0			—			—
Loss on debt extinguishment	(1.1		)	—			—			—			(1.1		)
Other income (expense)-net	32.6			(21.7		)	(4.6		)	—			6.3
Total other income (expense)	(37.5		)	(73.4		)	20.0			—			(90.9		)
Earnings (loss) from continuing operations before taxes on earnings	(688.5		)	(628.9		)	15.3			619.6			(682.5		)
Provision (benefit) for taxes on earnings	(20.4		)	(37.2		)	(9.6		)	—			(67.2		)
Earnings (loss) from continuing operations	(668.1		)	(591.7		)	24.9			619.6			(615.3		)
Discontinued operations:
Loss from discontinued operations, net of income taxes	—			(4.6		)	(26.8		)	—			(31.4		)
Gain (loss) from sale of discontinued operations, net of income taxes	—			0.9			(24.0		)	—			(23.1		)
Net earnings (loss)	(668.1		)	(595.4		)	(25.9		)	619.6			(669.8		)
Less: Net gain (loss) attributable to noncontrolling interest	—			—			(1.7		)	—			(1.7		)
Net earnings (loss) attributable to Manitowoc	$	(668.1	)	$	(595.4	)	$	(24.2	)	$	619.6		$	(668.1	)

27

The Manitowoc Company, Inc.

Condensed Consolidating Balance Sheet

as of June 30, 2010

(In millions)

					Non-
			Guarantor		Guarantor
	Parent		Subsidiaries		Subsidiaries			Eliminations			Consolidated
Assets
Current Assets:
Cash and cash equivalents	$	22.8	$	7.1	$	85.1		$	—		$	115.0
Marketable securities	2.6		—		—			—			2.6
Restricted cash	8.2		—		1.1			—			9.3
Accounts receivable — net	0.8		33.8		341.5			—			376.1
Inventories — net	—		248.4		391.7			—			640.1
Deferred income taxes	116.3		—		27.1			—			143.4
Other current assets	56.7		11.9		53.6			(50.4		)	71.8
Total current assets	207.4		301.2		900.1			(50.4		)	1,358.3
Property, plant and equipment — net	10.7		292.4		296.9			—			600.0
Goodwill	—		1,026.9		205.1			—			1,232.0
Other intangible assets — net	—		729.5		203.1			—			932.6
Other non-current assets	1,603.7		1,970.1		3,058.0			(6,513.9		)	117.9
Investment in affiliates	4,119.2		3,367.6		—			(7,486.8		)	—
Total assets	$	5,941.0	$	7,687.7	$	4,663.2		$	(14,051.1	)	$	4,240.8
Liabilities and Equity
Current Liabilities:
Accounts payable and accrued expenses	$	46.8	$	419.8	$	426.1		$	(50.4	)	$	842.3
Short-term borrowings and securitization liabilities	73.5		10.7		60.0			—			144.2
Customer advances	—		18.8		39.9			—			58.7
Product warranties	—		47.1		41.1			—			88.2
Product liabilities	—		22.6		4.0			—			26.6
Total current liabilities	120.3		519.0		571.1			(50.4		)	1,160.0
Non-Current Liabilities:
Long-term debt, less current portion	2,048.0		4.7		10.1			—			2,062.8
Deferred income taxes	239.7		—		(18.1		)	—			221.6
Pension obligations	10.9		13.9		20.9			—			45.7
Postretirement health and other benefit obligations	57.4		—		3.4			—			60.8
Long-term deferred revenue	—		6.0		23.2			—			29.2
Other non-current liabilities	2,952.1		2,305.7		1,406.1			(6,513.9		)	150.0
Total non-current liabilities	5,308.1		2,330.3		1,445.6			(6,513.9		)	2,570.1
Equity
Manitowoc stockholder’s equity	512.6		4,838.4		2,648.4			(7,486.8		)	512.6
Noncontrolling interest	—		—		(1.9		)	—			(1.9		)
Total equity	512.6		4,838.4		2,646.5			(7,486.8		)	510.7
Total liabilities and equity	$	5,941.0	$	7,687.7	$	4,663.2		$	(14,051.1	)	$	4,240.8

28

The Manitowoc Company, Inc.

Condensed Consolidating Balance Sheet

as of December 31, 2009

(In millions)

					Non-
			Guarantor		Guarantor
	Parent		Subsidiaries		Subsidiaries			Eliminations			Consolidated
Assets
Current Assets:
Cash and cash equivalents	$	18.0	$	7.0	$	80.8		$	—		$	105.8
Marketable securities	2.6		—		—			—			2.6
Restricted cash	5.1		—		1.4			—			6.5
Accounts receivable — net	0.4		10.0		312.8			—			323.2
Inventories — net	—		188.4		407.1			—			595.5
Deferred income taxes	109.6		—		32.4			—			142.0
Other current assets	75.1		9.6		50.4			(50.8		)	84.3
Total current assets	210.8		215.0		884.9			(50.8		)	1,259.9
Property, plant and equipment — net	11.3		303.0		359.4			—			673.7
Goodwill	—		1,026.9		219.9			—			1,246.8
Other intangible assets — net	—		745.0		212.4			—			957.4
Other non-current assets	1,766.5		1,779.1		2,604.3			(6,009.0		)	140.9
Investment in affiliates	4,021.0		3,317.3		—			(7,338.3		)	—
Total assets	$	6,009.6	$	7,386.3	$	4,280.9		$	(13,398.1	)	$	4,278.7
Liabilities and equity
Current Liabilities:
Accounts payable and accrued expenses	$	50.7	$	361.8	$	439.9		$	(50.8	)	$	801.6
Short-term borrowings and current portion of long-term debt	105.2		0.7		39.0			—			144.9
Customer advances	—		30.5		40.7			—			71.2
Product warranties	—		49.5		47.0			—			96.5
Product liabilities	—		21.7		6.3			—			28.0
Total current liabilities	155.9		464.2		572.9			(50.8		)	1,142.2
Non-Current Liabilities:
Long-term debt, less current portion	2,008.4		5.1		14.0			—			2,027.5
Deferred income taxes	234.9		—		(20.1		)	—			214.8
Pension obligations	11.0		13.5		22.9			—			47.4
Postretirement health and other benefit obligations	55.7		—		3.1			—			58.8
Long-term deferred revenue	—		5.5		26.3			—			31.8
Other non-current liabilities	2,935.8		2,110.1		1,112.1			(6,009.0		)	149.0
Total non-current liabilities	5,245.8		2,134.2		1,158.3			(6,009.0		)	2,529.3
Equity
Manitowoc stockholder’s equity	607.9		4,787.9		2,550.4			(7,338.3		)	607.9
Noncontrolling interest	—		—		(0.7		)	—			(0.7		)
Total equity	607.9		4,787.9		2,549.7			(7,338.3		)	607.2
Total liabilities and stockholders’ equity	$	6,009.6	$	7,386.3	$	4,280.9		$	(13,398.1	)	$	4,278.7

29

The Manitowoc Company, Inc.

Condensed Consolidating Statement of Cash Flows

For the Six Months Ended June 30, 2010

(In millions)

							Non-
				Subsidiary			Guarantor
	Parent			Guarantors			Subsidiaries			Eliminations			Consolidated
Net cash provided by (used for) operating activities of continuing operations	(41.0		)	37.3			17.3			—			13.6
Cash provided by (used for) operating activities of discontinued operations	—			(0.4		)	(0.3		)	—			(0.7		)
Net cash provided by (used for) operating activities	$	(41.0	)	$	36.9		$	17.0		$	—		$	12.9
Cash Flows from Investing:
Business acquisition, net of cash acquired	—			—			(4.8		)	—			(4.8		)
Capital expenditures	(0.6		)	(7.1		)	(8.6		)	—			(16.3		)
Restricted cash	(3.2		)	—			0.2			—			(3.0		)
Proceeds from sale of property, plant and equipment	—			1.0			10.8			—			11.8
Intercompany investments	52.4			(66.4		)	26.9			(12.9		)	—
Net cash provided by (used for) investing activities	48.6			(72.5		)	24.5			(12.9		)	(12.3		)
Cash Flows from Financing:
Proceeds from long-term debt	8.0			9.9			27.5			—			45.4
Payments on long-term debt	—			(0.3		)	(17.9		)	—			(18.2		)
Proceeds on revolving credit facility—net	—			—			—			—			—
Proceeds (payments) on notes financing—net	—			(2.3		)	(0.9		)	—			(3.2		)
Proceeds from securitization	—			101.0			—			—			101.0
Payments on securitization	—			(101.0		)	—			—			(101.0		)
Debt issue costs	(11.3		)	—			—			—			(11.3		)
Intercompany financing	0.1			28.4			(41.4		)	12.9			—
Options exercised	0.4			—			—			—			0.4
Net cash provided by (used for) financing activities	(2.8		)	35.7			(32.7		)	12.9			13.1
Effect of exchange rate changes on cash	—			—			(4.5		)	—			(4.5		)
Net increase (decrease) in cash and cash equivalents	4.8			0.1			4.3			—			9.2
Balance at beginning of period	18.0			7.0			80.8			—			105.8
Balance at end of period	$	22.8		$	7.1		$	85.1		$	—		$	115.0

30

The Manitowoc Company, Inc.

Condensed Consolidating Statement of Cash Flows

For the Six Months Ended June 30, 2009

(In millions)

							Non-
				Subsidiary			Guarantor
	Parent			Guarantors			Subsidiaries			Eliminations			Consolidated
Net cash provided by (used for) operating activities of continuing operations	(7.9		)	153.1			(149.4		)	—			(4.2		)
Cash provided by (used for) operating activities of discontinued operations	(5.1		)	24.3			(32.9		)	—			(13.7		)
Net cash provided by (used for) operating activities	$	(13.0	)	$	177.4		$	(182.3	)	$	—		$	(17.9	)
Cash Flows from Investing:
Capital expenditures	(1.3		)	(22.6		)	(20.4		)	—			(44.3		)
Restricted Cash	(0.1		)	—			—			—			(0.1		)
Proceeds from sale of business	—			0.9			147.9			—			148.8
Proceeds from sale of property, plant and equipment	—			0.2			1.7			—			1.9
Intercompany investments	250.8			(351.1		)	279.9			(179.6		)	—
Net cash provided by (used for) investing activities of continuing operations	249.4			(372.6		)	409.1			(179.6		)	106.3
Cash Flows from Financing:
Proceeds from long-term debt	—			3.7			88.4			—			92.1
Payments on long-term debt	(205.2		)	(1.5		)	(76.1		)	—			(282.8		)
Proceeds from  revolving credit facility - net	77.7			—			—			—			77.7
Payments on notes financing - net	—			(6.7		)	(0.6		)	—			(7.3		)
Dividends paid	(5.2		)	—			—			—			(5.2		)
Debt issue costs	(17.0		)	—			—			—			(17.0		)
Intercompany financing	(82.4		)	166.0			(263.2		)	179.6			—
Options exercised	(0.7		)	—			—			—			(0.7		)
Net cash provided by (used for) financing activities	(232.8		)	161.5			(251.5		)	179.6			(143.2		)
Effect of exchange rate changes on cash	—			—			1.8			—			1.8
Net increase (decrease) in cash and cash equivalents	3.6			(33.7		)	(22.9		)	—			(53.0		)
Balance at beginning of period	2.1			50.8			120.1			—			173.0
Balance at end of period	$	5.7		$	17.1		$	97.2		$	—		$	120.0

31

21.  Business Segments

The company identifies its segments using the “management approach,” which designates the internal organization that is used by management for making operating decisions and assessing performance as the source of the company’s reportable segments.  The company has two reportable segments: Crane and Foodservice. The company has not aggregated individual operating segments within these reportable segments.  Net sales and earnings from operations by segment are summarized as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2010			2009			2010			2009
Net sales:
Crane	$	451.6		$	652.3		$	818.5		$	1,325.2
Foodservice	424.9			382.5			780.0			737.1
Total net sales	$	876.5		$	1,034.8		$	1,598.5		$	2,062.3
Earnings (loss) from operations:
Crane	$	36.9		$	47.9		$	39.8		$	103.0
Foodservice	48.6			39.6			87.9			60.2
Corporate expense	(11.9		)	(12.4		)	(21.2		)	(25.4		)
Asset impairments	—			—			—			(700.0		)
Restructuring expense	(1.3		)	(21.5		)	(1.7		)	(25.9		)
Integration expense	—			(2.0		)	—			(3.5		)
Operating earnings from operations	$	72.3		$	51.6		$	104.8		$	(591.6	)

Crane segment operating earnings for the three and six months ended June 30, 2010, includes amortization expense of $1.7 million and $3.3 million, respectively.  Crane segment operating earnings for the three and six months ended June 30, 2009, includes amortization expense of $1.6 million and $3.0 million, respectively.  Foodservice segment operating earnings for the three and six months ended June 30, 2010, includes amortization expense of $8.3 million and $16.5 million, respectively.  Foodservice segment operating earnings for the three and six months ended June 30, 2009, includes amortization expense of $6.8 million and $13.7 million, respectively.

As of June 30, 2010 and December 31, 2009, the total assets by segment were as follows:

	June 30, 2010		December 31, 2009
Crane	$	1,648.1	$	1,738.4
Foodservice	2,439.4		2,279.5
Corporate	153.3		260.8
Total	$	4,240.8	$	4,278.7

22.   Subsequent Events

We evaluated subsequent events and no significant subsequent events have occurred which would require adjustment to our financial statements or disclosures.

32

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operation

Results of Operations for the Three and Six Months Ended June 30, 2010 and 2009

Analysis of Net Sales

The following table presents net sales by business segment (in millions):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2010		2009		2010		2009
Net sales:
Crane	$	451.6	$	652.3	$	818.5	$	1,325.2
Foodservice	424.9		382.5		780.0		737.1
Total net sales	$	876.5	$	1,034.8	$	1,598.5	$	2,062.3

Consolidated net sales for the three months ended June 30, 2010 decreased 15.3% to $876.5 million, from $1.035 billion for the same period in 2009.  For the six months ended June 30, 2010 sales decreased 22.5% to $1.599 billion versus sales of $2.062 billion for the six months ended June 30, 2009.  The decreases in sales were driven primarily by a 30.8% and 38.2% decrease in Crane segment sales for the three and six months ended June 30, 2010 versus the same periods in 2009, respectively.  These results were partially offset by the increases in sales in the Foodservice segment for both periods in 2010 compared to 2009.

Net sales from the Crane segment for the three months ended June 30, 2010 decreased to $451.6 million versus $652.3 million for the three months ended June 30, 2009.  For the six months ended June 30, 2010 sales decreased to $818.5 million versus $1.325 billion for the six months ended June 30, 2009.  Crane net sales for both the three and six months ended June 30, 2010 decreased over the same period in the prior year in traditional markets and in most product lines while the segment experienced increased sales in emerging markets during these periods.  The Crane segment sales have been negatively impacted by the weak global economy.

For the three and six months ended June 30, 2010 versus the same periods in 2009, the volatility of the Euro currency compared to the U.S. Dollar had an approximate negative $19.5 million and a positive $1.4 million, respectively, impact on Crane segment sales.  As of June 30, 2010, total Crane segment backlog was $530.8 million, a 41.0% decrease over the June 30, 2009 backlog of $900.5 million and a 7.3% decrease over the December 31, 2009 backlog of $572.7 million.   The decrease in backlog reflects the state of the crane markets.  In addition, the company chose to remove one large order from the backlog at June 30, 2010 due to customer financing concerns.  Although there has been stabilization in the form of a net-positive order flow, new orders received in the second quarter did not outpace our second quarter shipments.

Net sales from the Foodservice segment increased 11.1% to $424.9 million for the three months ended June 30, 2010 versus $382.5 million for the three months ended June 30, 2009.  For the six months ended June 30, 2010, Foodservice segment sales of $780.0 million increased 5.8% over the same period in 2009.   The higher sales are due to customer rollouts, new product introductions and improving U.S. and Asian markets.  In addition, sales for both periods were impacted by the volatility of the Euro, British Pound, Canadian Dollar, and Chinese currencies and as a result increased sales for the three and six months periods ended June 30, 2010 versus June 30, 2009 by $4.0 million and $0.7 million, respectively.

Analysis of Operating Earnings

The following table presents operating earnings by business segment (in millions):

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2010			2009			2010			2009
Earnings from operations:
Crane	$	36.9		$	47.9		$	39.8		$	103.0
Foodservice	48.6			39.6			87.9			60.2
Corporate expense	(11.9		)	(12.4		)	(21.2		)	(25.4		)
Asset impairments	—			—			—			(700.0		)
Restructuring expense	(1.3		)	(21.5		)	(1.7		)	(25.9		)
Integration expense	—			(2.0		)	—			(3.5		)
Total	$	72.3		$	51.6		$	104.8		$	(591.6	)

Consolidated gross profit for the three months ended June 30, 2010 was $213.0 million, a decrease of $23.8 million compared to the $236.8 million of consolidated gross profit for the same period in 2009.  Consolidated gross profit for the six months ended June 30,

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2010 was $385.1 million, a decrease of $56.7 million compared to the $441.8 million of consolidated gross profit for the same period in 2009.  These decreases were driven by significantly lower gross profit in the Crane segment primarily due to decreased sales volumes which increased unabsorbed manufacturing overhead costs.

For the three and six month periods ended June 30, 2010 versus the same periods in 2009, the Crane segment gross profit declined $26.3 million and $80.7 million, respectively.  The gross profit decreases for both periods as compared to last year were partially offset by favorable product price increases and factory cost reductions.

For the three and six months ended June 30, 2010, the Foodservice segment gross profit increased approximately $2.9 million and $24.4 million, respectively, versus the same periods last year.  The increases in gross profit for both periods were primarily due to the new product introductions and cost synergies realized as part of ongoing integration of the Enodis acquisition and volume increases in the three month period ended June 30, 2010.  Partially offsetting these increases were higher material costs in the three and six months ended June 30, 2010 versus the same periods in 2009.

Engineering, selling and administrative (ES&A) expenses for the second quarter of 2010 decreased approximately $23.9 million to $129.4 million versus $153.3  million for the second quarter of 2009.  For the six months ended June 30, 2009, ES&A expenses were $258.8 million, which was a $28.5 million decrease over ES&A expenses for the six months ended June 30, 2009.  These decreases were driven by the Crane segment which reduced ES&A versus the prior year three and six month periods by $15.3 million and $17.8 million, respectively.  The lower Crane segment expenses were due to cost reduction initiatives in both periods and for the three month period, collection of a previously reserved receivable, and the weakening of the Euro.  The Foodservice segment reduced ES&A versus the prior three and six month periods by $7.5 million and $6.1 million, respectively, primarily due to intergration synergies.

For the three months ended June 30, 2010, the Crane segment reported operating earnings of $36.9 million compared to $47.9 million for the three months ended June 30, 2009.  For the six months ended June 30, 2009, the Crane segment reported operating earnings of $39.8 million compared to $103.0 million for the six months ended June 30, 2009.  Operating earnings of the Crane segment for the three and six month periods in 2010 compared to the same periods in 2009 were unfavorably affected by lower sales volumes offset by the results of restructuring activities which reduced cost structures in all regions.  As a result, operating margin for the three months ended June 30, 2010 was 8.2% versus 7.3% for the three months ended June 30, 2009 and 4.9% versus 7.8% for the six months ended June 30, 2010 and June 30, 2009, respectively.

For the three months ended June 30, 2010, the Foodservice segment reported operating earnings of $48.6 million compared to $39.6 million for the three months ended June 30, 2009.   For the six months ended June 30, 2009, the Foodservice segment reported operating earnings of $87.9 million compared to $60.2 million for the six months ended June 30, 2009.  The primary driver for the increases in operating earnings for both periods is higher revenues, the realization of synergies related to the Enodis acquisitions and the impact of new product introductions.

For the three months ended June 30, 2010, corporate expenses were $11.9 million compared to $12.4 million for the three months ended June 30, 2009.   For the six months ended June 30, 2009, corporate expenses were $21.2 million compared to $25.4 million for the six months ended June 30, 2009.  These decreases resulted from lower employee-related costs and lower professional services expenses.

The company accounts for goodwill and other intangible assets under the guidance of ASC Topic 350. Under this Topic, goodwill is no longer amortized; however, the company performs an annual impairment at June 30 of every year or more frequently if events or changes in circumstances indicate that the asset might be impaired. The company performs impairment reviews for its reporting units, which have been determined to be: Cranes Americas; Cranes Europe, Middle East, and Africa; Cranes Asia; Crane CARE; Foodservice Americas; Foodservice Europe, Middle East, and Africa; and Foodservice Asia (Foodservice Retail was merged into Foodservice Americas as of January 1, 2010), using a fair-value method based on the present value of future cash flows, which involves management’s judgments and assumptions about the amounts of those cash flows and the discount rates used. The estimated fair value is then compared with the carrying amount of the reporting unit, including recorded goodwill.  Goodwill and other intangible assets are then subject to risk of write-down to the extent that the carrying amount exceeds the estimated fair value.

During the first quarter of 2009, the company’s stock price continued to decline as global market conditions remained depressed, the credit markets did not improve and the performance of the company’s Crane and Foodservice segments was below the company’s expectations.  In connection with a reforecast of expected 2009 financial results completed in early April 2009, the company determined the foregoing circumstances to be indicators of potential impairment under the guidance of ASC Topic 350.  Therefore, the company performed the required initial impairment test for each of the company’s operating units as of March 31, 2009.  The company re-performed its established method of present-valuing future cash flows, taking into account its updated projections, to determine the fair value of the reporting units.   The determination of fair value of the reporting units requires the company to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to, projections of revenue growth, operating earnings, discount rates, terminal growth rates, and required capital for each reporting unit. Due to

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the inherent uncertainty involved in making these estimates, actual results could differ materially from the estimates. We evaluated the significant assumptions used to determine the fair value of each reporting unit, both individually and in the aggregate, and concluded they are reasonable.

The results of the analysis indicated that the fair values of three of the company’s eight reporting units (Foodservice Americas; Foodservice Europe, Middle East, and Africa; and Foodservice Retail) were potentially impaired, and therefore, the company proceeded to measure the amount of the potential impairment with the assistance of a third-party valuation firm.  Upon completion of that assessment, the company recognized impairment charges as of March 31, 2009 of $548.8 million related to goodwill and $151.2 million related to other indefinite-lived intangible assets, both within the Foodservice segment.  These non-cash impairment charges had no direct impact on the company’s cash flows, liquidity, debt covenants, debt position or tangible asset values.  There was no tax benefit in relation to the goodwill impairment; however, the company did recognize a $52.0 million benefit associated with the other indefinite-lived intangible asset impairment.

As of June 30, 2010 and 2009, the company performed its annual impairment analysis relative to goodwill and indefinite-lived intangible assets and based on those results no additional impairment had occurred subsequent to the impairment charges recorded in the first quarter of 2009.  The company will continue to monitor market conditions and determine if any additional interim reviews of goodwill, other intangibles or long-lived assets are warranted.  Further deterioration in the market or actual results as compared with the company’s projections may ultimately result in a future impairment.  In the event the company determines that assets are impaired in the future, the company would need to recognize a non-cash impairment charge, which could have a material adverse effect on the company’s consolidated balance sheet and results of operations.

As a result of the continued worldwide decline in crane sales during the three and six months ended June 30, 2009, the company recorded $15.4 million and $19.6 million, respectively, in restructuring charges to further reduce the Crane segment cost structure in all regions.  During the three and six month periods ended June 30, 2010, an additional $1.3 million and $1.7 million, respectively,  in restructuring charges were recorded related to the additional cost structure reductions.  The Foodservice segment also recorded a restructuring expense of $6.3 million in the second quarter of 2009 primarily in response to the closing of its Harford Duracool facility in Aberdeen, Maryland.  See further detail related to the restructuring expenses at Note 18, “Restructuring.”

During the three and six month periods ended June 30, 2009, the company was engaged in a number of integration activities associated with the Enodis acquisition which resulted in integration expenses of approximately $2.0 million and $3.5 million, respectively.  Integration expenses included only costs directly associated with the integration, such as costs related to outside vendors or services, costs of employees who have been assigned full-time to integration activities, and travel related expenses.  There were no integration expenses during the three and six month periods ended June 30, 2010.

Analysis of Non-Operating Income Statement Items

The loss on debt extinguishment of $15.7 million for the six month period ended June 30, 2010 is a result of the accelerated amortization of deferred financing fees due to the partial pay down on the outstanding balances of Term Loan A and Term Loan B which occurred in the first quarter of 2010.  See further detail at Note 9, “Debt.”

Interest expense for the first six months of 2010 was $83.8 million versus $81.4 million for the first six months of 2009.  Interest expense was $43.2 million and $41.0 million for the three months ended June 30, 2010 and June 30, 2009, respectively.  Increases in each comparable period are due to higher interest rates. Amortization expenses for deferred financing fees were $12.1 million for the six months ended June 30, 2010 compared to $14.7 million in the first six months of 2009.  The lower expense in 2010 is related to the lower balance of deferred financing fees as a result of the accelerated pay downs of Term Loans in 2009 and 2010.

Other expense, net for the first three and six months of 2010 was $5.6 million and $11.8 million, respectively,  versus other income of $4.1 million and  $6.2 million for the same periods ended June 30, 2009.  The expense in 2010 is primarily the result of $6.3 million in currency losses as the company was negatively impacted by currency volatility.  In addition, we finalized the liquidation of a dormant company in Europe within the Foodservice segment which resulted in reclassifying currency losses of $2.5 million from Accumulated other comprehensive income into other expense, net.  The balance of the 2010 expense is primarily related to bank fees.  The 2009 periods were positively impacted by currency gains.

For the six months ended June 30, 2010, the company recorded an income tax benefit of $8.9 million, compared to an income tax benefit of $67.2 million for the six months ended June 30, 2009. The decrease in the tax benefit for the six months ended June 30, 2010 relative to the prior year is primarily due to the tax impact of $52.0 million for an impairment charge, the reversal of unrecognized tax benefits totaling $30.0 million, the impairment of certain tax operating losses of $(8.1) million, as well as other general items totaling $(15.6) million that were recorded during the six months ended June 30, 2009. The income tax benefit for the six months ended June 30, 2010 was calculated under the discrete method.  The mix of income (loss) between foreign and domestic operations causes an unusual relationship between income (loss) and income tax expense (benefit) with small changes in the annual pre-tax book income resulting in a significant impact on the rate and

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uncertain estimates. As a result, the company computed the provision for income taxes for the six months ended June 30, 2010 by applying the actual effective tax rate to the year-to-date loss. The company believes that the discrete calculation of the effective tax rate provides a more reasonable approximation of the company’s tax benefit.

In jurisdictions where the company operates its Crane business, management analyzes the ability to utilize the deferred tax assets arising from net operating losses on a seven year cycle, consistent with the Crane business cycles, as this provides the best information to evaluate the future profitability of the business unit.

The company’s unrecognized tax benefits, excluding interest and penalties, were $41.5 million as of June 30, 2010, and $38.4 million as of June 30, 2009.  All of the company’s unrecognized tax benefits as of June 30, 2010, if recognized, would impact the income tax provision. The increase in the company’s unrecognized tax benefits as of June 30, 2010 relative to the prior year resulted from increases for current year uncertain tax positions and reductions due to lapses in statute or settlements.  During the next twelve months, the company does not expect any material changes in its unrecognized tax benefits.

The company’s income tax benefit was unfavorably impacted by $2.1 million for the six months ended June 30, 2010 as a result of the lapse of a U.S. income tax law (Internal Revenue Code Section 954(c)(6)) that had generally provided for the tax free treatment of intercompany interest, dividends and royalties.

The Patient Protection and Affordable Care Act was signed into law during the first quarter of 2010 and eliminated the tax deductibility of retiree health care costs to the extent of federal subsidies that provide retiree prescription drug benefits equivalent to Medicare Part D coverage.  The company’s income tax benefit was unfavorably impacted by $1.6 million for the six months ended June 30, 2010 for this law change.

Financial Condition

First Six Months of 2010

Cash and cash equivalents balance as of June 30, 2010 totaled $117.6 million, which was an increase of $9.2 million from the December 31, 2009 balance of $108.4 million.  Cash flow provided by operating activities of continuing operations for the first six months of 2010 was $13.6 million compared to cash used of $4.2 million for the first six months of 2009.    The improvement in cash flow was primarily driven by the absence of a large settlement payment which was made in the prior year offset by negative working capital movements which reflect a potentially stabilizing economy.

Capital expenditures during the first six months of 2010 were $16.3 million versus $44.3 million during the first six months of 2009.  The majority of the capital expenditures are related to machinery and equipment purchases for the Crane and Foodservice segments whereas prior year expenditures related to expansion projects.

First Six Months of 2009

The cash and cash equivalents balance as of June 30, 2009 totaled $120.0 million, which was a decrease of $53.0 million from the December 31, 2008 balance of $173.0 million.  Cash flow from operations for the first six months of 2009 was a use of cash of $17.9 million compared to cash provided of $151.8 million for the first half of 2008.  During the first half of 2009 the use of cash was primarily driven by the overall slowdown of business activity for both segments, which favorably reduced the accounts receivable and inventory balances but also unfavorably decreased the accounts payable balance.  Lower earnings for the six months ended June 30, 2009 also contributed to the decrease in cash from operations.  In addition, cash flow was negatively impacted by the reduction of other liabilities primarily due to a $70.0 million settlement payment made in connection with a settlement of a legacy Enodis long-standing, non-operational legal matter.  See further detail related to the legal settlement at Note 15, “Contingencies and Significant Estimates”.

Capital expenditures during the first half of 2009 were $44.3 million versus $64.5 million during the first half of 2008.  The majority of the capital expenditures were related to capacity expansion projects and ERP implementation costs for the Crane segment and tooling and equipment costs for the Foodservice segment.

Proceeds from the sale of the Enodis ice businesses provided $148.8 million, which were used to partially pay down Term Loan X.

Liquidity and Capital Resources

Outstanding debt at June 30, 2010 and December 31, 2009 is summarized as follows:

(in millions)	June 30, 2010			December 31, 2009
Revolving credit facility	$	—		$	—
Term loan A	738.4			922.5
Term loan B	833.2			1,041.0
Senior notes due 2013	150.0			150.0
Senior notes due 2018	400.0			—
Other	85.4			58.9
Total debt	$	2,207.0		$	2,172.4
Less current portion and short-term borrowings	(144.2		)	(144.9		)
Long-term debt	$	2,062.8		$	2,027.5

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In April 2008, the company entered into a $2.4 billion credit agreement which was amended and restated as of August 25, 2008, to ultimately increase the size of the total facility to $2.925 billion (New Credit Agreement).  The New Credit Agreement became effective November 6, 2008.  The New Credit Agreement includes four loan facilities — a revolving facility of $400.0 million with a five-year term, a Term Loan A of $1,025.0 million with a five-year term, a Term Loan B of $1,200.0 million with a six-year term, and a Term Loan X of $300.0 million with an eighteen-month term.  The company is obligated to prepay the three term loan facilities from the net proceeds of asset sales, casualty losses, equity offerings, and new indebtedness for borrowed money, and from a portion of its excess cash flow, subject to certain exceptions. Term Loan X was repaid in full as of June 30, 2010. At June 30, 2010 the interest rates for Term Loan A and Term Loan B were 5.31% and 8.00%, respectively.  Including interest rate swaps, Term Loan A and Term Loan B interest rates were 6.41% and 8.44% respectively, at June 30, 2010.

In June 2009, the company entered into Amendment No. 2 (the Amendment) to the New Credit Agreement to provide relief under its consolidated total leverage ratio and consolidated interest coverage ratio financial covenants.  This Amendment was obtained to avoid a potential financial covenant violation at the end of the second quarter of 2009 as a result of lower demand for certain of the company’s products due to continued weakness in the global economy and tight credit markets.  Terms of the Amendment include an increase in the spread on London Interbank Offered Rate (LIBOR) and Alternative Borrowing Rate (ABR) loans of between 150 and 175 basis points, depending on the consolidated total leverage ratio. Also, one additional interest rate pricing level was added for each loan facility above a certain leverage amount.

On January 21, 2010, the company entered into an amendment (January 2010 Amendment) to the New Credit Agreement.  The January 2010 Amendment, among other things, amends the definition of Consolidated Earnings Before Interest and Taxes (EBIT) to provide add-backs for certain additional cash restructuring charges, amends certain financial ratios that the company is required to maintain, including (i) reducing the minimum permitted level of the Consolidated Interest Coverage Ratio, (ii) increasing the maximum permitted level of the Maximum Consolidated Total Leverage Ratio, and (iii) adjusting the start date for measurement of the Consolidated Senior Secured Leverage Ratio to December 31, 2010 and reducing the maximum permitted level for this ratio.

The January 2010 Amendment contains financial covenants whereby the ratio of (a) consolidated earnings before interest, taxes, depreciation and amortization, and other adjustments (EBITDA), as defined in the New Credit Agreement to (b) consolidated interest expense, each for the most recent four fiscal quarters (Consolidated Interest Coverage Ratio) and the ratio of (c) consolidated indebtedness to (d) consolidated EBITDA for the most recent four fiscal quarters (Consolidated Total Leverage Ratio), at all times must each meet certain defined limits listed below:

Fiscal Quarter Ending:	ConsolidatedTotal LeverageRatio	ConsolidatedInterestCoverageRatio
	(less than)	(greater than)
March 31, 2010	7.80:1	1.75:1
June 30, 2010	7.80:1	1.75:1
September 30, 2010	7.25:1	1.80:1
December 31, 2010	6.625:1	1.85:1
March 31, 2011	6.50:1	2.00:1
June 30, 2011	6.375:1	2.00:1
September 30, 2011	6.250:1	2.125:1
December 31, 2011	5.75:1	2.25:1
March 31, 2012	5.75:1	2.375:1
June 30, 2012	5.25:1	2.50:1
September 30, 2012	4.75:1	2.50:1
December 31, 2012	4.50:1	2.75:1
March 31, 2013	4.50:1	2.75:1
June 30, 2013	4.25:1	3.00:1
September 30, 2013	3.75:1	3.00:1
December 31, 2013 and thereafter	3.50:1	3.00:1

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In addition, the January 2010 Amendment contains a financial covenant whereby the ratio of (e) consolidated senior secured indebtedness to (f) consolidated EBITDA for the most recent four fiscal quarters (Consolidated Senior Secured Indebtedness Ratio), beginning with the fiscal quarter ending December 31, 2010, must meet certain defined limits listed below:

Fiscal quarter ending:	Consolidated  Senior Secured  Leverage  Ratio
	(less than)
December 31, 2010	5.00:1
March 31, 2011	5.00:1
June 30, 2011	5.00:1
September 30, 2011	5.00:1
December 31, 2011	4.25:1
March 31, 2012	4.25:1
June 30, 2012	4.00:1
September 30, 2012	3.75:1
December 31, 2012	3.50:1
March 31, 2013	3.25:1
June 30, 2013	3.25:1
September 30, 2013	3.25:1
December 31, 2013 and thereafter	3.00:1

On February 3, 2010, the company entered into an Underwriting Agreement with J.P. Morgan Securities Inc. as representative of several underwriters, pursuant to which the company agreed to sell, and the underwriters agreed to purchase $400 million of the company’s 9.50% Senior Notes due 2018 to be guaranteed by guarantors in a public offering which closed on February 8, 2010. Net proceeds of $392.0 million from this offering were used to partially pay down ratably the then outstanding balances on Term Loan A and Term Loan B.

The Senior Notes due 2018 are unsecured senior obligations ranking subordinate to all existing senior secured indebtedness and equal to all existing senior unsecured obligations.  The Senior Notes due 2018 are jointly and severally and fully guaranteed on a senior unsecured basis by all of our existing and future domestic restricted subsidiaries that guarantee our senior secured credit facilities.  Interest on the Senior Notes due 2018 is payable semiannually in February and August of each year.  The Senior Notes due 2018 may be redeemed in whole or in part by the company for a premium at any time prior to February 15, 2014.  The premium is calculated as the greater of (1) 1.0% of the principal amount of such note; and (2) the excess of (a) the present value at such redemption dated of (i) the redemption price of such note on February 15, 2014 plus (ii) all required remaining scheduled interest payments due on such note through February 15, 2014, computed using a discount rate equal to the treasury rate plus 50 basis points; over (b) the principal amount of such note on such redemption date.   In addition, the company may redeem at its option, in whole or in part, at the following redemption prices if it redeems the Senior Notes due 2018 during the 12-month period commencing on February 15 of the year set forth below:

Year	Percentage
2014	104.750	%
2015	102.375	%
2016 and thereafter	100.000	%

In addition, at any time, or from time to time, on or prior to February 15, 2013, the company may, at its option, use the net cash proceeds of one or more public equity offerings to redeem up to 35% of the principal amount of the Senior Notes due 2018 outstanding at a redemption price of 109.5% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that:

(1)   At least 65% of the principal amount of the Senior Notes due 2018 outstanding remains outstanding immediately after any such redemption; and

(2)   The company makes such redemption not more than 90 days after the consummation of any such public offering.

The issuance of the Senior Notes due 2018 and the use of proceeds to repay Term Loan A and Term Loan B resulted in the recognition of $15.7 million for the loss on extinguishment of debt, in accordance with the provisions of ASC Topic 470-50, “Modifications and Extinguishments.”  In addition, $1.7 million of fees paid by the company to the parties to the New Credit

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Agreement  were capitalized in connection with the January 2010 Amendment and along with the existing unamortized debt fees, are being amortized over the remaining term of the New Credit Agreement using the effective interest method.  $8.5 million of fees paid to the parties of the Senior Notes due 2018 have been capitalized and are being amortized over the term of the Senior Notes due 2018.

Our Senior Notes due 2013 and Senior Notes due 2018 contain customary affirmative and negative covenants.  Among other restrictions, these covenants limit our ability to redeem or repurchase our debt, incur additional debt, make acquisitions, merge with other entities, pay dividends or distributions, repurchase capital stock, and create or become subject to liens.

As of June 30, 2010 the company was in compliance with all affirmative and negative covenants in its debt instruments inclusive of the financial covenants pertaining to the New Credit Agreement, as amended through June 30, 2010, the Senior Notes due 2013, and the Senior Notes due 2018 and based upon the company’s current plans and outlook, the company believes we will be able to comply with these covenants during the subsequent 12 months.  As of June 30, 2010 the company’s Consolidated Total Leverage Ratio was 6.80:1, below the maximum ratio of 7.80:1 and the company’s Consolidated Interest Coverage Ratio was 2.07:1, above the minimum ratio of 1.75:1.

On June 30, 2010 the company amended its accounts receivables securitization program.  Transactions under the amended accounts receivables securitization program are accounted for as sales in accordance with ASC Topic 860, “Transfers and Servicing.”  Sales of trade receivables to the Purchaser are reflected as a reduction of accounts receivable in the accompanying Consolidated Balance Sheets and the proceeds received (which include collections on deferred purchase price notes received as part of the consideration) are included in cash flows from operating activities in the accompanying Consolidated Statements of Cash Flows.  The company has reflected the transition from the previous securitization program, which did not meet the criteria for sale treatment under ASC Topic 860, to the amended program using the gross method in the Consolidated Statements of Cash Flows.  Under this method, separate line items for the net proceeds from the securitization facility immediately prior to the amendment and repayments on the amounts outstanding under the securitization facility as a result of the amendment are included in cash flows from financing activities, while the proceeds resulting from the amendment of the  securitization facility are reflected as reductions of accounts receivable in cash flows from operating activities. See further discussion in Note 10, “Accounts Receivable Securitization.”

Our liquidity position at June 30, 2010 and December 31, 2009 is summarized as follows:

	June 30,			December 31,
	2010			2009
Cash and cash equivalents	$	117.6		$	108.4
Revolver borrowing capacity	400.0			400.0
Less: outstanding letters of credit	(35.7		)	(43.6		)
Total liquidity	$	481.9		$	464.8

The company believes its liquidity and expected cash flows from operations should be sufficient to meet expected working capital, capital expenditure and other general ongoing operational needs.

Recent Accounting Changes and Pronouncements

In January 2010, the FASB issued Accounting Standards Update 2010-6, “Improving Disclosures about Fair Value Measurements “, codified in ASC Topic 820.  This update requires new disclosures and clarifies existing disclosures as it related to fair value measurements.  The update requires the reporting entity to disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers and, in the reconciliation for fair value measurements using significant unobservable inputs (Level 3), present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).  This update also clarifies that a reporting entity should provide fair value measurement disclosures for each class of assets and liabilities and disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.  This update also includes conforming amendments to the guidance on employers’ disclosures about postretirement benefit plan assets.  The guidance was applicable for the company beginning in the first interim period in 2010.  Refer to Note 5, “Fair Value of Financial Instruments” for the disclosures required in accordance with this guidance.

In October 2009, the FASB issued Accounting Standards Update 2009-13, “Multiple-Deliverable Revenue Arrangements,” codified in ASC Topic 605.  This update provides application guidance on whether multiple deliverables exist, how the deliverables should be separated and how the consideration should be allocated to one or more units of accounting. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence, if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific or third-party evidence is available. The company will be required to apply this guidance

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prospectively for revenue arrangements entered into or materially modified in the fiscal year beginning on or after June 15, 2010, with early application permitted. The company is currently evaluating the impact that adoption of this guidance will have on the determination or reporting of the company’s financial results.

In June 2009, the FASB issued new guidance codified primarily in ASC Topic 810, “Consolidation.”  This guidance is related to the consolidation rules applicable to variable interest entities.  It replaces the quantitative-based risks and rewards calculation for determining whether an enterprise is the primary beneficiary in a variable interest entity with an approach that is primarily qualitative and requires ongoing assessments of whether an enterprise is the primary beneficiary of a variable interest entity.  This guidance also requires additional disclosures about an enterprise’s involvement in variable interest entities and is effective for the company in its interim and annual reporting periods beginning on and after January 1, 2010.   The adoption of this guidance did not have a significant impact on the determination or reporting of the company’s financial results.

In June 2009, the FASB issued guidance related to the accounting for transfers of financial assets codified primarily in ASC Topic 860, “Transfers and Servicing.” This guidance requires entities to provide more information about transfers of financial assets and a transferor’s continuing involvement, if any, with transferred financial assets. It also requires additional disclosures about the risks that a transferor continues to be exposed to because of its continuing involvement in transferred financial assets. ASC Topic 860 eliminates the concept of a qualifying special-purpose entity and changes the requirements for de-recognition of financial assets. This Topic is effective for the company in its interim and annual reporting periods beginning on and after January 1, 2010.  Refer to Note 10, “Accounts Receivable Securitization” for discussion of the impact of the adoption of this guidance.

In April 2009, the FASB issued new guidance codified primarily in ASC Topic 825, “Financial Instruments.”  This guidance requires an entity to provide disclosures about fair value of financial instruments in interim financial information and is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009 with early adoption permitted for periods ending after March 15, 2009.  The adoption of this guidance did not have a material impact on the consolidated financial statements.  Refer to Note 5, “Fair Value of Financial Instruments” for the disclosures required in accordance with this guidance.

In December 2008, the FASB issued new guidance which is codified primarily in ASC Topic 715, “Compensation — Retirement Benefits.”  This guidance is related to an employer’s disclosures about the type of plan assets held in a defined benefit pension or other postretirement plan.  This guidance is effective for financial statements issued for fiscal years ending after December 15, 2009.  The adoption of this guidance did not have a material impact on the consolidated financial statements.

Critical Accounting Policies

Our critical accounting policies have not materially changed since the 2009 Form 10-K was filed.

Cautionary Statements About Forward-Looking Information

Statements in this report and in other company communications that are not historical facts are forward-looking statements, which are based upon our current expectations.  These statements involve risks and uncertainties that could cause actual results to differ materially from what appears within this annual report.

Forward-looking statements include descriptions of plans and objectives for future operations, and the assumptions behind those plans.  The words “anticipates,” “believes,” “intends,” “estimates,” “targets” and “expects,” or similar expressions, usually identify forward-looking statements.  Any and all projections of future performance are forward-looking statements.

In addition to the assumptions, uncertainties, and other information referred to specifically in the forward-looking statements, a number of factors relating to each business segment could cause actual results to be significantly different from what is presented in this annual report.  Those factors include, without limitation, the following:

Crane—cyclicality of the construction industry; the effects of government spending on construction-related projects throughout the world; unanticipated changes in global demand for high-capacity lifting equipment; changes in demand for lifting equipment in emerging economies; the replacement cycle of technologically obsolete cranes; and demand for used equipment.

Foodservice—weather; consolidation within the restaurant and foodservice equipment industries; global expansion of customers; commercial ice-cube machine and other foodservice equipment replacement cycles in the United States and other mature markets; unanticipated issues associated with refresh/renovation plans by national restaurant accounts and global chains; specialty foodservice market growth; growth in demand for foodservice equipment by customers in emerging markets; demand for QSR chains and kiosks; future strength of the beverage industry; the ability to appropriately and timely integrate the acquisition of Enodis; realization of anticipated earnings enhancements, cost savings, strategic options and other synergies and the anticipated timing to realize those savings, synergies and options.

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Corporate (including factors that may affect both of our segments)—finalization of the price and terms of completed and future divestitures and unanticipated issues associated with transitional services provided by the company in connection with these divestitures; changes in laws and regulations throughout the world; the ability to finance, complete and/or successfully integrate, restructure and consolidate acquisitions, divestitures, strategic alliances and joint ventures; the successful development of innovative products and market acceptance of new and innovative products; issues related to plant closings and/or consolidation of existing facilities; efficiencies and capacity utilization of facilities; competitive pricing; availability of certain raw materials; changes in raw materials and commodity prices; issues associated with new product introductions; matters impacting the successful and timely implementation of ERP systems; changes in domestic and international economic and industry conditions, including steel industry conditions; changes in the markets we serve; unexpected issues associated with the availability of local suppliers and skilled labor; changes in the interest rate environment; risks associated with growth; foreign currency fluctuations and their impact on reported results and hedges in place; world-wide political risk; geographic factors and economic risks; health epidemics; pressure of additional financing leverage resulting from acquisitions; success in increasing manufacturing efficiencies and capacities; our ability to further penetrate emerging markets and international markets; unanticipated changes in revenue, margins, costs and capital expenditures; work stoppages, labor negotiations and rates; issues associated with workforce reductions; actions of competitors; unanticipated changes in consumer spending; the ability of our customers to obtain financing; the state of financial and credit markets; the ability to generate cash consistent with our stated goals; non-compliance with debt covenants; changes in tax laws; and unanticipated changes in customer demand.

Item 3.  Quantitative and Qualitative Disclosure about Market Risk

The company’s market risk disclosures have not materially changed since the 2009 Form 10-K was filed.  The company’s quantitative and qualitative disclosures about market risk are incorporated by reference from Part II, Item 7A of the company’s Annual Report on Form 10-K, for the year ended December 31, 2009.

Item 4.  Controls and Procedures

Disclosure Controls and Procedures:  The company’s management, with the participation of the company’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the company’s disclosure controls and procedures are effective in recording, processing, summarizing, and reporting, on a timely basis, information required to be disclosed by the company in the reports that it files or submits under the Exchange Act, and that such information is accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.

Changes in Internal Control Over Financial Reporting:  Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). During the period covered by this report, we made no changes which have materially affected, or which are reasonably likely to materially affect, our internal control over financial reporting.

PART II.  OTHER INFORMATION

Item 1A. Risk Factors

The company’s risk factors disclosures have not materially changed since the 2009 Form 10-K was filed.  The company’s risk factors are incorporated by reference from Item 1A of the company’s Annual Report on Form 10-K for the year ended December 31, 2009.

Item 6.  Exhibits

(a)   Exhibits:  See exhibit index following the signature page of this Report, which is incorporated herein by reference.

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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 thereunto duly authorized.

Date: August 9, 2010	The Manitowoc Company, Inc.
	(Registrant)
	/s/   Glen E. Tellock
	Glen E. Tellock
	Chairman, President and Chief Executive Officer
	/s/ Carl J. Laurino
	Carl J. Laurino
	Senior Vice President and Chief Financial
	Officer

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THE MANITOWOC COMPANY, INC.

EXHIBIT INDEX

TO FORM 10-Q

 FOR QUARTERLY PERIOD ENDED

 June 30, 2010

Exhibit No.*	Description	Filed/Furnished  Herewith
10.8**	The Manitowoc Company, Inc. Incentive Stock Option Agreement with Vesting Provisions.	X(1)	(2)
10.9**	The Manitowoc Company, Inc. Non-Qualified Stock Option Agreement with Vesting Provisions.	X(1)	(2)
10.12	Second Amended and Restated Receivables Purchase Agreement among Manitowoc Funding, LLC, as Seller, The Manitowoc Company, Inc., as Servicer, Hannover Funding company, LLC, as Purchaser, and Norddeutsche Landisbank Girozentrale, as Agent, dated as of June 30, 2010.	X	(2)
31	Rule 13a — 14(a)/15d — 14(a) Certifications	X	(2)
32.1	Certification of CEO pursuant to 18 U.S.C. Section 1350	X	(3)
32.2	Certification of CFO pursuant to 18 U.S.C. Section 1350	X	(3)
101	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, (iv) the Condensed Consolidated Statement of Equity and (v) related notes, tagged as blocks of text.	X	(3)

(1)     Reflects non-material changes that were finalized in June 2010

(2)     Filed Herewith

(3)     Furnished Herewith

**          Management contracts and executive compensation plans and arrangements required to be filed as exhibits pursuant to item 15(c) of Form 10-K.

Pursuant to Item 601(b)(2) of Regulation S-K, the Registrant agrees to furnish to the Securities and Exchange Commission upon request a copy of any unfiled exhibits or schedules to such document.

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EX-10.8

Exhibit 10.8

THE MANITOWOC COMPANY, INC.

INCENTIVE STOCK OPTION AGREEMENT WITH VESTING PROVISIONS

THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”), dated the         day of (date), is granted by THE MANITOWOC COMPANY, INC. (the “Company”) to         (name) (the “Optionee”) pursuant to the Company’s 2003 Incentive Stock and Awards Plan (the “Plan”).

WHEREAS, the Company believes it to be in the best interests of the Company, its subsidiaries and its shareholders for its officers and other key employees, consultants, or advisors to obtain or increase their stock ownership interest in the Company so that they will have a greater incentive to work for and manage the Company’s affairs in such a way that its shares may become more valuable; and

WHEREAS, the Optionee is employed by the Company or one of its subsidiaries as an officer or other key employee and has been selected by the Committee to receive an option;

NOW, THEREFORE, in consideration of the premises and of the services to be performed by the Optionee, the Company and the Optionee hereby agree as follows:

1.OPTION GRANT

Subject to the terms of this Agreement and the Plan, the Company grants to the Optionee an option to purchase a total of (#       ) (number)shares of Common Stock of the Company at a price of        (price) per share (100% of the Fair Market Value of the shares on the date of grant).  This option is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.

2.TIME OF EXERCISE

Subject to the termination provisions of paragraph 3, provided that the Optionee is an employee of the Company or any of its subsidiaries on the exercise date, the Optionee may exercise the option and purchase the underlying shares in accordance with the following schedule [select the appropriate Alternative below]:

o Alternative 1:

Years after	Cumulative Percentage of
Grant Date	Grant Which May be Exercised
Less than 1	Zero percent (0%)
1 but less than 2	Twenty-five percent (25%)
2 but less than 3	Fifty percent (50%)
3 but less than 4	Seventy-five percent (75%)
4 or more	One hundred percent (100%)

o Alternative 2:

This option shall become exercisable in accordance with the schedule established by the Committee at the time of grant and set forth below:

[Schedule to be inserted by Committee at time of grant.]

If the Optionee terminates employment from the Company and its subsidiaries for any reason other than death, Disability, or Retirement, only those option shares for which the right to purchase has accrued as of the date of such termination may be purchased after such termination (subject to the provisions of paragraph 3).  If the Optionee terminates employment from the Company and its subsidiaries due to death, Disability, or Retirement, then all of the Optionee’s option shares may be purchased after such termination (subject to the provisions of paragraph 3).  The Committee, in its sole discretion, may accelerate the right to purchase all or any portion of an Optionee’s option shares under such terms as the Committee deems appropriate upon termination of employment for any reason other than for Cause.  If the Optionee takes an unpaid leave of absence, then the Committee may defer the dates on which the Optionee may first purchase the option shares to take into account such leave of absence.

3.TERMINATION OF OPTION

The Optionee may not exercise this option after, and this option will terminate without notice to the Optionee on, the earlier of:

a.Six (6) months after the date of the Optionee’s termination of employment from the Company and its subsidiaries for any reason other than for Cause or due to Disability, death or Retirement; the Committee may, in its discretion, extend this period an additional (6) months; provided, however, that if exercise occurs after the date that is three (3) months after the date of the Optionee’s termination of employment from the Company and its subsidiaries, this option shall be considered a non-qualified stock option;

b.The date the Company or one of its subsidiaries terminates Optionee’s employment for Cause;

c.Twelve (12) months after the date of the Optionee’s termination of employment from the Company and its subsidiaries by reason of death or Disability;

d.Ten (10) years after the Optionee terminates employment from the Company and its subsidiaries on account of Retirement; provided, however, that if exercise occurs after the date that is three (3) months after the date of the Optionee’s termination of employment from the Company and its subsidiaries, this option shall be considered a non-qualified stock option; or

e.Ten (10) years from the date of this Agreement.

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For purposes of this paragraph 3, termination shall occur at 11:59 P.M. (Central Time) on the applicable date described above, except that if the Optionee is terminated for Cause, termination shall occur immediately at the time of such termination.

4.EXERCISE PROCEDURES

a.The Optionee may exercise this option in whole or in part only with respect to any shares for which the right to exercise shall have accrued pursuant to paragraph 2 and only so long as paragraph 3 does not prohibit such exercise.

b.This option may be exercised by delivering a written notice of option exercise to the Company’s Human Resources Department at Manitowoc, Wisconsin, accompanied by payment of the purchase price and such additional amount (if any) determined by the Human Resources Department as necessary to satisfy the Company’s tax withholding obligations, and such other documents or representations as the Company may reasonably request to comply with securities, tax or other laws then applicable to the exercise of the option.  Delivery may be made in person, by nationally-recognized delivery service that guarantees overnight delivery, or by facsimile. A notice of option exercise that is received by the Human Resources Department after 11:59 P.M. (Central Time) on the date of termination (as provided in paragraph 3) shall be null and void.

c.No Option Shares shall be issued until full payment of the purchase price therefor has been made.  The Optionee may pay the purchase price in one or more of the following forms:

i.a check payable to the order of the Company for the purchase price of the shares being purchased; or

ii.delivery of shares of Common Stock (including by attestation) that the Optionee has owned for at least six (6) months and that have a Fair Market Value (determined on the date of delivery) equal to the purchase price of the shares being purchased; or

iii.delivery (including by facsimile) to the Human Resources Department of the Company at Manitowoc, Wisconsin, of an executed irrevocable option exercise form together with irrevocable instructions, in a form acceptable to the Company, to a broker-dealer to sell or margin a sufficient portion of the shares of Common Stock issuable upon exercise of this option and deliver the sale or margin loan proceeds directly to the Company to pay for the exercise price.

d.The Optionee may satisfy any tax withholding obligation of the Company arising from the exercise of this option, in whole or in part, by paying such tax obligation in cash or by check made payable to the Company, or by electing to have the Company withhold shares of Common Stock having a Fair Market Value on the date of exercise equal to the amount required to be withheld, subject to such rules as the Committee may adopt.  In any event, the Company reserves the right to withhold from any compensation otherwise payable to the Optionee such amount as the Company determines is necessary

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to satisfy the Company’s tax withholding obligations arising from the exercise of this option.

5.DEFINITIONS

a.“Cause” means termination of employment as a result of (i) the failure of the Optionee to perform or observe any of the material terms or provisions of any written employment agreement between the Optionee and the Company or its subsidiaries or, if no written agreement exists, the gross dereliction of the Optionee’s duties with respect to the Company; (ii) the failure of the Optionee to comply fully with the lawful directives of the Board of Directors of the Company or its subsidiaries, as applicable, or the officers or supervisory employees to whom the Optionee is reporting; (iii) the Optionee’s dishonesty, misconduct, misappropriation of funds, or disloyalty or disparagement of the Company, any of its subsidiaries, or its management or employees; (iv) or (v) other proper cause determined in good faith by the Committee.  Notwithstanding the foregoing, if the Optionee is subject to a written agreement with the Company or its subsidiaries that contains a definition of “Cause” that is different than the definition provided herein, the definition of “Cause” in such other agreement shall apply in lieu of the definition provided herein.

b.“Disability” means permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.

c.“Retirement” means termination of employment from the Company and its subsidiaries on or after reaching the earlier of age sixty (60) or the first of the month following the date on which the Participant’s attained age plus years of service with the Company and its subsidiaries equal eighty (80).

6.OPTIONS AS COLLATERAL

The Optionee may not assign or mortgage this option, or pledge this option as any type of security or collateral.  Any attempted assignment, mortgage or pledge of this option in violation of this paragraph 6 will be null and void and have no legal effect.

7.TRANSFERABILITY; DEATH

a.Except as provided in paragraph 7(c), the Optionee may not transfer this option other than by will or the laws of descent and distribution and only the Optionee may exercise this option during his or her lifetime.  However, if the Committee determines that the Optionee is unable to exercise this option as a result of incapacity or Disability, then the Committee may permit the Optionee’s guardian or an individual who has obtained an appropriate power of attorney to exercise this option on behalf of the Optionee.  In such an event, neither the Committee nor the Company will be liable for any losses resulting from such exercise or from the disposition of shares acquired upon such exercise.

b.If the Optionee dies while this option is outstanding, then the Optionee’s estate or the person to whom this option passes by will or the laws of descent and

4

distribution may exercise this option in the manner described in paragraph 4, but only within the period described in paragraph 3.

c.Following any transfer (whether voluntarily or pursuant to will or the law of descent and distribution) under this paragraph 7, this option shall continue to be subject to the same terms and conditions as were applicable immediately prior to such transfer, provided that for purposes of this Agreement, the term “Optionee” as used in paragraphs 6, 8, 9, 10, 11 and 12 shall be deemed to refer to the transferee. The Company disclaims any obligation to provide notice to any person who has the right to exercise this option of circumstances triggering termination of this option.

8.REGISTRATION; TRANSFER RESTRICTIONS

If the Company is advised by its counsel that shares deliverable upon exercise of this option are required to be registered under the Securities Act of 1933 (“Act”) or any applicable state or foreign securities laws, or that delivery of the shares must be accompanied or preceded by a prospectus meeting the requirements of that Act or such state or foreign securities laws, then the Company will use its best efforts to effect the registration or provide the prospectus within a reasonable time following the Company’s receipt of written notice of option exercise relating to this option, but delivery of shares by the Company may be deferred until the registration is effected or the prospectus is available.  The Optionee shall have no interest in shares covered by this option until certificates for the shares are issued.  Upon and after such issuance, the Shares may not be sold or offered for sale except pursuant to an effective registration statement under the Act or in a transaction, which in the opinion of counsel for the Company, is exempt from the registration provisions of the Act.

9.ADJUSTMENTS AND CHANGE OF CONTROL

The number and type of shares subject to this option and the option price may be adjusted, or this option may be assumed, cancelled or otherwise changed, in the event of certain transactions, as provided in Section 11 of the Plan.  Upon a change of control, as defined in the Plan, the Optionee shall have the rights specified in Section 11 of the Plan.

10.AMENDMENT OR MODIFICATION

Except as provided in paragraph 9, no term or provision of this Agreement may be modified or amended except as provided in Section 9 of the Plan.

11.LIMITED INTEREST

a.The Optionee shall have no rights as a shareholder as a result of the grant of the option until this option is exercised, the exercise price and applicable withholding taxes are paid, and the shares are issued thereunder.

b.The grant of this option shall not confer on the Optionee any right to continue as an employee, nor interfere in any way with the right of the Company to terminate the Optionee at any time.

5

c.The grant of this option shall not affect in any way the right or power of the Company or any of its subsidiaries to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company’s or any subsidiary’s capital structure or its business, or any merger, consolidation or business combination of the Company or any subsidiary, or any issuance or modification of any term, condition, or covenant of any bond, debenture, debt, preferred stock or other instrument ahead of or affecting the Common Stock or the rights of the holders of Common Stock, or the dissolution or liquidation of the Company or any subsidiary, or any sale or transfer of all or any part of its assets or business or any other Company or subsidiary act or proceeding, whether of a similar character or otherwise.

12.LIMITATIONS ON INCENTIVE STOCK OPTIONS

To the extent that the aggregate Fair Market Value of the Common Stock subject to this option, plus any shares of Common Stock subject to incentive stock options previously granted to the Optionee by the Company or any subsidiary, that are exercisable for the first time by the Optionee during a single calendar year exceeds one hundred thousand dollars ($100,000), this option shall be considered to be a non-qualified stock option to the extent of any excess.

13.GOVERNING LAW

This Agreement shall be governed by the internal laws of the state of Wisconsin as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies.  Any legal action or proceeding with respect to the Plan or this option may only be brought and determined in a court sitting in the County of Manitowoc, or the Federal District Court for the Eastern District of Wisconsin sitting in the County of Milwaukee, in the State of Wisconsin.  The Company may require that the action or proceeding be determined in a bench trial.

ALL PARTIES ACKNOWLEDGE THAT THIS OPTION IS GRANTED UNDER AND PURSUANT TO THE PLAN, WHICH SHALL GOVERN ALL RIGHTS, INTERESTS, OBLIGATIONS, AND UNDERTAKINGS OF BOTH THE COMPANY AND THE OPTIONEE.  IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE PROVISIONS OF THE PLAN AND THE PROVISIONS OF THIS AGREEMENT, THE PROVISIONS OF THE PLAN SHALL CONTROL.  ALL CAPITALIZED TERMS NOT OTHERWISE DEFINED IN THIS OPTION SHALL HAVE THE MEANINGS ASSIGNED TO SUCH TERMS IN THE PLAN.

14.SEVERABILITY

If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable, or would disqualify this option under any law the Committee deems applicable, then such provision will be construed or deemed amended to conform to the applicable law, or if the Committee determines that the provision cannot be construed or deemed amended without materially altering the intent of this Agreement, then the provision will be stricken and the remainder of this Agreement will remain in full force and effect.

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15.COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Optionee has executed this Agreement, all as of the day and date first above written.

THE MANITOWOC COMPANY, INC.

By:

Name:

Title:

[Optionee]

Social Security Number

7

EX-10.9

Exhibit 10.9

THE MANITOWOC COMPANY, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT WITH VESTING PROVISIONS

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), dated the        day of (date), is granted by THE MANITOWOC COMPANY, INC. (the “Company”) to        (name) (the “Optionee”) pursuant to the Company’s 2003 Incentive Stock and Awards Plan (the “Plan”).

WHEREAS, the Company believes it to be in the best interests of the Company, its subsidiaries and its shareholders for its officers and other key employees, consultants, or advisors to obtain or increase their stock ownership interest in the Company so that they will have a greater incentive to work for and manage the Company’s affairs in such a way that its shares may become more valuable; and

WHEREAS, the Optionee is employed by the Company or one of its subsidiaries as an officer or other key employee and has been selected by the Committee to receive an option;

NOW, THEREFORE, in consideration of the premises and of the services to be performed by the Optionee, the Company and the Optionee hereby agree as follows:

1.OPTION GRANT

Subject to the terms of this Agreement and the Plan, the Company grants to the Optionee an option to purchase a total of (#      ) (number) shares of Common Stock of the Company at a price of       (price) per share (100% of the Fair Market Value of the shares on the date of grant).  This option is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.

2.TIME OF EXERCISE

Subject to the termination provisions of paragraph 3, provided that the Optionee is an employee of the Company or any of its subsidiaries on the exercise date, the Optionee may exercise the option and purchase the underlying shares in accordance with the following schedule [select the appropriate Alternative below]:

o Alternative 1:

Years after	Cumulative Percentage of
Grant Date	Grant Which May be Exercised
Less than 1	Zero percent (0%)
1 but less than 2	Twenty-five percent (25%)
2 but less than 3	Fifty percent (50%)
3 but less than 4	Seventy-five percent (75%)
4 or more	One hundred percent (100%)

o Alternative 2:

This option shall become exercisable in accordance with the schedule established by the Committee at the time of grant and set forth below:

[Schedule to be inserted by Committee at time of grant.]

If the Optionee terminates employment from the Company and its subsidiaries for any reason other than death, Disability, or Retirement, only those option shares for which the right to purchase has accrued as of the date of such termination may be purchased after such termination (subject to the provisions of paragraph 3).  If the Optionee terminates employment from the Company and its subsidiaries due to death, Disability, or Retirement, then all of the Optionee’s option shares may be purchased after such termination (subject to the provisions of paragraph 3).  The Committee, in its sole discretion, may accelerate the right to purchase all or any portion of an Optionee’s option shares under such terms as the Committee deems appropriate upon termination of employment for any reason other than for Cause.  If the Optionee takes an unpaid leave of absence, then the Committee may defer the dates on which the Optionee may first purchase the option shares to take into account such leave of absence.

3.TERMINATION OF OPTION

The Optionee may not exercise this option after, and this option will terminate without notice to the Optionee on, the earlier of:

a.Six (6) months after the date of the Optionee’s termination of employment from the Company and its subsidiaries for any reason other than for Cause or due to Disability, death or Retirement; the Committee may, in its discretion, extend this period an additional (6) months;

b.The date the Company or one of its subsidiaries terminates Optionee’s employment for Cause;

c.Twelve (12) months after the date of the Optionee’s termination of employment from the Company and its subsidiaries by reason of death or Disability;

d.Ten (10) years after the Optionee terminates employment from the Company and its subsidiaries on account of Retirement; or

e.Ten (10) years from the date of this Agreement.

For purposes of this paragraph 3, termination shall occur at 11:59 P.M. (Central Time) on the applicable date described above, except that if the Optionee is terminated for Cause, termination shall occur immediately at the time of such termination.

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4.EXERCISE PROCEDURES

a.The Optionee may exercise this option in whole or in part only with respect to any shares for which the right to exercise shall have accrued pursuant to paragraph 2 and only so long as paragraph 3 does not prohibit such exercise.

b.This option may be exercised by delivering a written notice of option exercise to the Company’s Human Resources Department at Manitowoc, Wisconsin, accompanied by payment of the purchase price and such additional amount (if any) determined by the Human Resources Department as necessary to satisfy the Company’s tax withholding obligations, and such other documents or representations as the Company may reasonably request to comply with securities, tax or other laws then applicable to the exercise of the option.  Delivery may be made in person, by nationally-recognized delivery service that guarantees overnight delivery, or by facsimile. A notice of option exercise that is received by the Human Resources Department after 11:59 P.M. (Central Time) on the date of termination (as provided in paragraph 3) shall be null and void.

c.No Option Shares shall be issued until full payment of the purchase price therefor has been made.  The Optionee may pay the purchase price in one or more of the following forms:

i.a check payable to the order of the Company for the purchase price of the shares being purchased; or

ii.delivery of shares of Common Stock (including by attestation) that the Optionee has owned for at least six (6) months and that have a Fair Market Value (determined on the date of delivery) equal to the purchase price of the shares being purchased; or

iii.delivery (including by facsimile) to the Human Resources Department of the Company at Manitowoc, Wisconsin, of an executed irrevocable option exercise form together with irrevocable instructions, in a form acceptable to the Company, to a broker-dealer to sell or margin a sufficient portion of the shares of Common Stock issuable upon exercise of this option and deliver the sale or margin loan proceeds directly to the Company to pay for the exercise price.

d.The Optionee may satisfy any tax withholding obligation of the Company arising from the exercise of this option, in whole or in part, by paying such tax obligation in cash or by check made payable to the Company, or by electing to have the Company withhold shares of Common Stock having a Fair Market Value on the date of exercise equal to the amount required to be withheld, subject to such rules as the Committee may adopt.  In any event, the Company reserves the right to withhold from any compensation otherwise payable to the Optionee such amount as the Company determines is necessary to satisfy the Company’s tax withholding obligations arising from the exercise of this option.

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5.DEFINITIONS

a.“Cause” means termination of employment as a result of (i) the failure of the Optionee to perform or observe any of the material terms or provisions of any written employment agreement between the Optionee and the Company or its subsidiaries or, if no written agreement exists, the gross dereliction of the Optionee’s duties with respect to the Company; (ii) the failure of the Optionee to comply fully with the lawful directives of the Board of Directors of the Company or its subsidiaries, as applicable, or the officers or supervisory employees to whom the Optionee is reporting; (iii) the Optionee’s dishonesty, misconduct, misappropriation of funds, or disloyalty or disparagement of the Company, any of its subsidiaries, or its management or employees; (iv) or (v) other proper cause determined in good faith by the Committee.  Notwithstanding the foregoing, if the Optionee is subject to a written agreement with the Company or its subsidiaries that contains a definition of “Cause” that is different than the definition provided herein, the definition of “Cause” in such other agreement shall apply in lieu of the definition provided herein.

b.“Disability” means permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.

c.“Retirement” means termination of employment from the Company and its subsidiaries on or after reaching the earlier of age sixty (60) or the first of the month following the date on which the Participant’s attained age plus years of service with the Company and its subsidiaries equal eighty (80).

6.OPTIONS AS COLLATERAL

The Optionee may not assign or mortgage this option, or pledge this option as any type of security or collateral.  Any attempted assignment, mortgage or pledge of this option in violation of this paragraph 6 will be null and void and have no legal effect.

7.TRANSFERABILITY; DEATH

a.Except as provided in paragraph 7(c), or as the Committee otherwise provides, the Optionee may not transfer this option other than by will or the laws of descent and distribution and only the Optionee may exercise this option during his or her lifetime.  However, if the Committee determines that the Optionee is unable to exercise this option as a result of incapacity or Disability, then the Committee may permit the Optionee’s guardian or an individual who has obtained an appropriate power of attorney to exercise this option on behalf of the Optionee.  In such an event, neither the Committee nor the Company will be liable for any losses resulting from such exercise or from the disposition of shares acquired upon such exercise.

b.If the Optionee dies while this option is outstanding, then the Optionee’s estate or the person to whom this option passes by will or the laws of descent and distribution may exercise this option in the manner described in paragraph 4, but only within the period described in paragraph 3.

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c.The Optionee may transfer this option to (i) his or her spouse, children or grandchildren (“Immediate Family Members”); (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members; or (iii) a partnership in which such Immediate Family Members are the only partners.  The transfer will be effective only if the Optionee receives no consideration for such transfer.  Subsequent transfers of the transferred option are prohibited except transfers to those persons or entities to which the Optionee could have transferred this option or transfers otherwise in accordance with this paragraph 7.

d.Following any transfer (whether voluntarily or pursuant to will or the law of descent and distribution) under this paragraph 7, this option shall continue to be subject to the same terms and conditions as were applicable immediately prior to such transfer, provided that for purposes of this Agreement, the term “Optionee” as used in paragraphs 6, 8, 9, 10, 11 and 12 shall be deemed to refer to the transferee. The Company disclaims any obligation to provide notice to any person who has the right to exercise this option of circumstances triggering termination of this option.

8.REGISTRATION; TRANSFER RESTRICTIONS

If the Company is advised by its counsel that shares deliverable upon exercise of this option are required to be registered under the Securities Act of 1933 (“Act”) or any applicable state or foreign securities laws, or that delivery of the shares must be accompanied or preceded by a prospectus meeting the requirements of that Act or such state or foreign securities laws, then the Company will use its best efforts to effect the registration or provide the prospectus within a reasonable time following the Company’s receipt of written notice of option exercise relating to this option, but delivery of shares by the Company may be deferred until the registration is effected or the prospectus is available.  The Optionee shall have no interest in shares covered by this option until certificates for the shares are issued.  Upon and after such issuance, the Shares may not be sold or offered for sale except pursuant to an effective registration statement under the Act or in a transaction, which in the opinion of counsel for the Company, is exempt from the registration provisions of the Act.

9.ADJUSTMENTS AND CHANGE OF CONTROL

The number and type of shares subject to this option and the option price may be adjusted, or this option may be assumed, cancelled or otherwise changed, in the event of certain transactions, as provided in Section 11 of the Plan.  Upon a change of control, as defined in the Plan, the Optionee shall have the rights specified in Section 11 of the Plan.

10.AMENDMENT OR MODIFICATION

Except as provided in paragraph 9, no term or provision of this Agreement may be modified or amended except as provided in Section 9 of the Plan.

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11.LIMITED INTEREST

a.The Optionee shall have no rights as a shareholder as a result of the grant of the option until this option is exercised, the exercise price and applicable withholding taxes are paid, and the shares are issued thereunder.

b.The grant of this option shall not confer on the Optionee any right to continue as an employee, nor interfere in any way with the right of the Company to terminate the Optionee at any time.

c.The grant of this option shall not affect in any way the right or power of the Company or any of its subsidiaries to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company’s or any subsidiary’s capital structure or its business, or any merger, consolidation or business combination of the Company or any subsidiary, or any issuance or modification of any term, condition, or covenant of any bond, debenture, debt, preferred stock or other instrument ahead of or affecting the Common Stock or the rights of the holders of Common Stock, or the dissolution or liquidation of the Company or any subsidiary, or any sale or transfer of all or any part of its assets or business or any other Company or subsidiary act or proceeding, whether of a similar character or otherwise.

12.GOVERNING LAW

This Agreement shall be governed by the internal laws of the state of Wisconsin as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies.  Any legal action or proceeding with respect to the Plan or this option may only be brought and determined in a court sitting in the County of Manitowoc, or the Federal District Court for the Eastern District of Wisconsin sitting in the County of Milwaukee, in the State of Wisconsin.  The Company may require that the action or proceeding be determined in a bench trial.

ALL PARTIES ACKNOWLEDGE THAT THIS OPTION IS GRANTED UNDER AND PURSUANT TO THE PLAN, WHICH SHALL GOVERN ALL RIGHTS, INTERESTS, OBLIGATIONS, AND UNDERTAKINGS OF BOTH THE COMPANY AND THE OPTIONEE.  IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE PROVISIONS OF THE PLAN AND THE PROVISIONS OF THIS AGREEMENT, THE PROVISIONS OF THE PLAN SHALL CONTROL.  ALL CAPITALIZED TERMS NOT OTHERWISE DEFINED IN THIS OPTION SHALL HAVE THE MEANINGS ASSIGNED TO SUCH TERMS IN THE PLAN.

13.SEVERABILITY

If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable, or would disqualify this option under any law the Committee deems applicable, then such provision will be construed or deemed amended to conform to the applicable law, or if the Committee determines that the provision cannot be construed or deemed amended without materially altering the intent of this Agreement, then the provision will be stricken and the remainder of this Agreement will remain in full force and effect.

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14.COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Optionee has executed this Agreement, all as of the day and date first above written.

THE MANITOWOC COMPANY, INC.

By:

Name:

Title:

[Optionee]

Social Security Number

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EX-10.12

Exhibit 10.12

EXECUTION COPY

SECOND AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

among

MANITOWOC FUNDING, LLC,

as Seller,

THE MANITOWOC COMPANY, INC.,

as Servicer,

HANNOVER FUNDING COMPANY LLC,

as Purchaser,

and

NORDDEUTSCHE LANDESBANK GIROZENTRALE,

as Agent

Dated as of June 30, 2010

TABLE OF CONTENTS

				Page
ARTICLE I	AMOUNTS AND TERMS OF THE PURCHASES			2
Section 1.1			Purchase Facility	2
Section 1.2			Making Investments	2
Section 1.3			Transfer of 100% of Pool Receivables and other Purchased Assets	2
Section 1.4			Terms and Conditions for Sale, Assignment, Conveyance, and Transfer	3
Section 1.5			Computation of the Purchased Assets Coverage Percentage	5
Section 1.6			Settlement Procedures	5
Section 1.7			Fees	8
Section 1.8			Payments and Computations, Etc.	8
Section 1.9			Increased Costs	9
Section 1.10			Requirements of Law	10
Section 1.11			Inability to Determine Eurodollar Rate	10
ARTICLE II	REPRESENTATIONS AND WARRANTIES; COVENANTS; TERMINATION EVENTS			11
Section 2.1			Representations and Warranties; Covenants	11
Section 2.2			Termination Events	11
ARTICLE III		INDEMNIFICATION		11
Section 3.1			Indemnification	11
ARTICLE IV	ADMINISTRATION AND COLLECTIONS			14
Section 4.1			Appointment of Servicer	14
Section 4.2			Duties of Servicer	15
Section 4.3			Establishment and Use of Certain Accounts	16
Section 4.4			Enforcement Rights	17
Section 4.5			Responsibilities of the Seller	18
Section 4.6			Servicing Fee	18
ARTICLE V	MISCELLANEOUS			19
Section 5.1			Amendments, Etc.	19
Section 5.2			Notices, Etc.; Extension of Stated Termination Date	19
Section 5.3			Assignability	19
Section 5.4			Costs, Expenses and Taxes	20
Section 5.5			No Proceedings; Limitation on Payments	21
Section 5.6			Confidentiality	21

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TABLE OF CONTENTS

(continued)

			Page
Section 5.7		GOVERNING LAW AND JURISDICTION	21
Section 5.8		Execution in Counterparts	22
Section 5.9		Survival of Termination	22
Section 5.10		WAIVER OF JURY TRIAL	22
Section 5.11		Entire Agreement	22
Section 5.12		Headings	23
Section 5.13		Purchaser’s Liabilities	23
Section 5.14		Mutual Negotiations	23
EXHIBITS
Exhibit I	Definitions
Exhibit II	Conditions of Investments and Reinvestments
Exhibit III	Representations and Warranties
Exhibit IV	Covenants
Exhibit V	Termination Events
Exhibit VI	Supplemental Representations, Warranties and Covenants
SCHEDULES
Schedule I	Notices
Schedule II	Lock-Box Banks, Lock-Box Accounts, Lock-Boxes and Post Office Boxes
Schedule III	Trade Names
Schedule IV	Credit and Collection Policy
ANNEXES
Annex A	Form of Investment Notice
Annex B	Form of Monthly Report

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SECOND AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT

This SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 30, 2010 among MANITOWOC FUNDING, LLC, a Nevada limited liability company, as seller (the “Seller”), THE MANITOWOC COMPANY, INC.  (“Manitowoc”), a Wisconsin corporation, as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, including any other Person designated as Servicer pursuant to Section 4.1(a), the “Servicer”), HANNOVER FUNDING COMPANY LLC, a Delaware limited liability company (the “Purchaser”), and NORDDEUTSCHE LANDESBANK GIROZENTRALE (“NORD/LB”), as agent for the Purchaser (in such capacity, together with its successors and assigns in such capacity, the “Agent”).

PRELIMINARY STATEMENTS.  Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I to this Agreement.  References in the Exhibits hereto to “the Agreement” refer to this Agreement, as amended, amended and restated, modified or supplemented from time to time.

The Seller desires to sell, transfer and assign receivables, and the Purchaser desires to acquire such receivables from time to time on the terms and subject to the conditions set forth herein.

This Agreement amends and restates in its entirety, as of the Closing Date, that certain Amended and Restated Receivables Purchase Agreement, dated as of December 21, 2006 (as amended, restated, supplemented or otherwise modified prior to the Closing Date, the “Original Agreement”), among the parties hereto.  Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Seller and Servicer shall continue to be liable to the Purchaser, the Agent or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the Closing Date (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the Closing Date and (ii) the security interest created under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts have been paid in full.  Upon the effectiveness of this Agreement, each reference to the Original Agreement in any Transaction Document or in any other document, instrument or agreement shall mean and be a reference to this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

AMOUNTS AND TERMS OF THE PURCHASES

Section 1.1             Purchase Facility.

(a)           On the terms and conditions hereinafter set forth, including the conditions set forth in Exhibit II hereto, the Purchaser hereby agrees to make Investments (as such term is defined in Section 1.4(a) below) and Reinvestments (as such term is defined in Section 1.4(b) below) in the Purchased Assets from time to time from the Closing Date to the Facility Termination Date; provided, however, that under no circumstances shall the Purchaser make any such Investment or Reinvestment if, after giving effect thereto, the aggregate outstanding Capital would exceed the Investment Limit or the Purchased Assets Coverage Percentage would exceed 100%.

(b)           The Seller may, upon at least five (5) Business Days’ notice to the Agent, reduce the unused portion of the Investment Limit in whole or in part (but not below the amount that would cause the aggregate outstanding Capital to exceed the Investment Limit after giving effect to such reduction); provided that each partial reduction shall be in the amount of at least one million dollars ($1,000,000) or an integral multiple of one hundred thousand dollars ($100,000) in excess thereof; provided, further, that unless reduced to zero, the Investment Limit shall in no event be reduced below thirty million dollars ($30,000,000) pursuant to this clause (b).

Section 1.2             Making Investments.

(a)           Each Investment by the Purchaser hereunder shall be made upon the Seller’s request evidenced by an irrevocable written notice in the form of Annex A (each, an “Investment Notice”) delivered to the Agent in accordance with Section 5.2, which Investment Notice must be received by the Agent prior to 1:00 p.m., New York time on or before one (1) Business Day prior to the requested Investment Date.  Each such Investment Notice shall specify (i) the amount of Capital requested to be paid by the Purchaser to the Seller in connection with such Investment (provided that such amount shall not be less than one million dollars ($1,000,000) and integral multiples of one hundred thousand dollars ($100,000) in excess thereof), (ii) the requested Investment Date (which shall be a Business Day), (iii) a pro forma calculation of the Purchased Assets Coverage Percentage after giving effect to the requested Investment and (iv) the other information contemplated by Annex A.

(b)           On each Investment Date, the Purchaser shall, upon satisfaction of the applicable conditions set forth in Exhibit II hereto, make available to the Agent at the Agent’s office at its address determined pursuant to Section 5.2, an amount equal to the Capital of the Investment being funded by the Purchaser (set forth in the related Investment Notice delivered in accordance with Section 1.2(a)) in same day funds, and after the Agent’s receipt of such funds, the Agent shall make such funds immediately available to the Seller at such office.

Section 1.3             Transfer of 100% of Pool Receivables and other Purchased Assets.

(a)           Sale of Receivables.  Notwithstanding the otherwise applicable conditions precedent to Investments hereunder, upon effectiveness of this Agreement in accordance with its

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terms, (i) the Purchaser shall be deemed to have made an Investment of an amount of Capital equal to its outstanding “Investment” under, and as defined in, the Original Agreement, and (ii) the Purchaser’s outstanding Capital hereunder after giving effect to such deemed Investment shall be equal to the Purchaser’s “Investment” that was outstanding under, and as defined in, the Original Agreement immediately prior to the effectiveness of this Agreement.  In consideration of such initial Investment, the entry into this Agreement by the Agent and the Purchaser and the Purchaser’s agreement to make payments to the Seller from time to time in accordance with Section 1.4, effective on the Closing Date, the Seller hereby sells, conveys, transfers and assigns to the Purchaser, all of Seller’s right, title and interest in and to (i) all Pool Receivables existing on the Closing Date or thereafter arising or acquired by the Seller from time to time prior to the Facility Termination Date, (ii) all Related Security, whether existing on the Closing Date or thereafter arising at any time and acquired by the Seller and (iii) all Collections with respect to the foregoing.

(b)           Purchase of Purchased Assets.  On the terms and subject to the conditions hereof, the Purchaser hereby purchases and accepts from the Seller the Pool Receivables, all other Related Security and all Collections with respect thereto sold, conveyed, assigned and transferred pursuant to Section 1.3(a) (collectively, the “Purchased Assets”).

(c)           Obligations Not Assumed.  The foregoing sale, assignment, conveyance, and transfer does not constitute and is not intended to result in the creation, or an assumption by the Purchaser or the Agent, of any obligation of the Seller, any Originator, or any other Person under or in connection with the Receivables or any other Related Security, all of which shall remain the obligations and liabilities of the Seller and/or the Originator(s), as applicable.

(d)           Transfer of 100% of Financial Assets; No Offset.  For the avoidance of doubt, on the terms and subject to the conditions set forth herein, (i) the Seller is hereby selling to the Purchaser, and the Purchaser is hereby purchasing, 100% of the Seller’s right, title and interest in the Purchased Assets (including, without limitation, 100% of the financial assets constituting the Pool Receivables), and accordingly (unless, notwithstanding the intent of the parties, such sale is not treated as a sale), the Seller shall cease being a creditor of the Obligors on the Pool Receivables and rather, the Purchaser shall be a creditor of such Obligors, and (ii) the Purchaser shall not offset the new Receivables acquired against the obligation to the Seller to pay the Deferred Purchase Price.

Section 1.4             Terms and Conditions for Sale, Assignment, Conveyance, and Transfer.  On the terms and subject to the conditions set forth herein, including Exhibit II, in consideration for the sale, assignment, conveyance and transfer of the Purchased Assets by the Seller to the Purchaser hereunder:

(a)           Investments.  On the Closing Date, and thereafter from time to time prior to the Facility Termination Date, on request of the Seller for an Investment in accordance with Section 1.2(a), the Purchaser, in accordance with Section 1.2(b), shall pay to the Seller the amount of Capital requested by the Seller under Section 1.2(a).  Each such payment is herein referred to as an “Investment”.

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(b)           Reinvestments.  On each Business Day prior to the Facility Termination Date, the Servicer, on behalf of the Purchaser, shall pay to the Seller, out of Collections, the amount available for reinvestment in accordance with Section 1.6(b)(ii).  Each such payment is herein referred to as a “Reinvestment”.

(c)           Deferred Purchase Price.  The Servicer, on behalf of the Purchaser, shall pay to the Seller, from Collections, the amounts payable to the Seller from time to time pursuant to Section 1.6(b)(ii), Section 1.6(b)(iv) and the last paragraph of Section 1.6(d) (such amounts, the “Deferred Purchase Price” with respect to the Purchased Assets) at the times specified in such Sections.

(d)           Payments to Seller Limited to Collections.  Notwithstanding any provision contained in this Agreement to the contrary, none of the Agent or the Purchaser shall be obligated to pay any amount to the Seller as the purchase price (including, without limitation, in respect of the Deferred Purchase Price) for the Purchased Assets pursuant to clauses (b) and (c) above except to the extent of Collections on the Pool Receivables available for distribution to the Seller in accordance with this Agreement.  Any amount that Agent or the Purchaser does not pay pursuant to the preceding sentence shall not constitute a claim (as defined in § 101 of the Bankruptcy Code) against or corporate obligation of the Agent or the Purchaser for any such insufficiency unless and until such amount becomes available for distribution to the Seller in accordance with the last paragraph of Section 1.6(d).

(e)           Intent of the Parties.  The Seller, the Servicer, the Agent and the Purchaser intend that the sale, conveyance, assignment and transfer of Purchased Assets to the Purchaser shall be treated as a sale for all purposes (other than for federal, state and local income and franchise tax purposes as provided in the following paragraph of this clause (e)).  If notwithstanding the intent of the parties, such sale, conveyance, transfer and assignment is not treated as a sale for such purposes, such sale, conveyance, assignment and transfer shall be treated as the grant of, and the Seller does hereby grant to the Purchaser a security interest in the following property to secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent: all of the Seller’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to each such Pool Receivable, (iii) all Collections with respect to each such Pool Receivable, (iv) the Lock-Box Accounts and all amounts on deposit therein representing proceeds of the Pool Receivables and proceeds of the Related Security with respect thereto, the Collection Account and all amounts on deposit therein and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and Collection Account and such amounts on deposit therein and any such amounts that are invested in Permitted Investments and any securities or other account into which such Permitted Investments, if any, may from time to time be deposited and any other amounts from time to time on deposit in any such account, (v) all other accounts, deposit accounts, chattel paper, documents, fixtures, general intangibles (including payment intangibles), goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and supporting obligations and proceeds from commercial tort claims, (vi) all other personal property of any nature or type, and (vii) all accessions, products, substitutions, replacements and proceeds of any of the foregoing, and all other personal property of any nature or type, and cash and non-cash

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proceeds of any of the foregoing (collectively, the “Pool Assets”).  The Seller hereby authorizes the Purchaser to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.  The Purchaser shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Purchaser and the Agent, all the rights and remedies of a secured party under any applicable UCC.

Notwithstanding the foregoing paragraph of this clause (e), the Seller, the Servicer, the Agent and the Purchaser intend and agree to treat, for purposes only of federal, state and local income and franchise tax and any other tax measured in whole or in part by income, the sale, conveyance, assignment and transfer of the Purchased Assets to the Purchaser as a loan to the Seller secured by the Pool Assets.  The provisions of this Agreement and all related Transaction Documents shall be construed to further these intentions of the parties.

Section 1.5             Computation of the Purchased Assets Coverage Percentage.  The Purchased Assets Coverage Percentage shall be initially computed on the Closing Date.  Thereafter, until the Facility Termination Date, such Purchased Assets Coverage Percentage shall be automatically recomputed (or deemed to be recomputed) on each Business Day other than a Termination Day.

Section 1.6             Settlement Procedures.

(a)           Collection of the Pool Receivables shall be administered by the Servicer in accordance with the terms of this Agreement.  The Seller shall provide to the Servicer on a timely basis all information needed for such administration, including notice of the occurrence of any Termination Day and current computations of the Purchased Assets Coverage Percentage.

(b)           The Servicer shall, on each day on which Collections of Pool Receivables are received (or deemed received) by the Seller or Servicer, transfer such Collections from the Lock-Box Accounts and deposit such Collections into the Collection Account, except as otherwise permitted pursuant to Section 4.3(a).  With respect to all Collections on deposit in the Collection Account on such day, the Servicer shall:

(i)              set aside and maintain in the Collection Account for the benefit of the Purchaser (and, in the case of clause fourth below, the applicable Indemnified Party or Affected Person, subject to their right to receive such amounts solely in accordance with the priorities for payment set forth in Section 1.6(d) below), out of such Collections, first an amount equal to all Discount accrued through such day and not previously set aside and second, an amount equal to the sum of the Utilization Fees, Commitment Fees and Breakage Costs accrued through such day and not previously set aside, third, to the extent funds are available therefor, an amount equal to the Servicing Fee accrued through such day and not previously set aside and fourth, to the extent funds are available therefor, any other amounts (other than return of Capital) owed to any Indemnified Party or Affected Person pursuant to Section 1.9, Section 1.10, Section 3.1, or Section 5.4 and not previously set aside;

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(ii)             subject to Section 1.6(f), if such day is not a Termination Day, remit to the Seller, on behalf of the Purchaser, the remainder of such Collections.  Such remainder shall, (x) to the extent representing a return of Capital, be automatically reinvested in Purchased Assets and other proceeds with respect thereto and (y) to the extent not representing a return of Capital, be paid (on behalf of the Purchaser) to the Seller in respect of the Deferred Purchase Price for the Purchased Assets; provided, however, that if, after giving effect to such Reinvestment, the Purchased Assets Coverage Percentage would exceed 100%, then the Servicer shall set aside and maintain in the Collection Account for the benefit of the Purchaser in accordance with clause (iii) below the portion of such remaining Collections that, together with any other Collections set aside pursuant to this clause (ii), equals the amount necessary to reduce the Purchased Assets Coverage Percentage to 100% (or, if all such remaining Collections are not sufficient to reduce the Purchased Assets Coverage Percentage to 100%, then all such remaining Collections shall be so set aside for the benefit of the Purchaser), rather than remitting all of such remaining Collections to the Seller for Reinvestment or for payment of the Deferred Purchase Price;

(iii)            if such day is a Termination Day, set aside and maintain in the Collection Account for the benefit of the Purchaser the entire remainder of such Collections; and

(iv)            subject to Section 1.6(f), pay to the Seller (on behalf of the Purchaser) for the Seller’s own account and in payment of the Deferred Purchase Price for the Purchased Assets, any Collections in excess of:  (x) amounts required to be reinvested in accordance with clause (ii) above, plus (y) the amounts that are required to be set aside pursuant to clause (i) above, pursuant to the proviso to clause (ii) above and pursuant to clause (iii) above, plus (z) all reasonable and appropriate out-of-pocket costs and expenses of the Servicer for servicing, collecting and administering the Pool Receivables.

(c)           On each Settlement Date, the Servicer shall (i) deposit into the Purchaser’s Account (or such other account designated by the Agent) all Collections held on deposit in the Collection Account for the benefit of the Purchaser, the Indemnified Parties and any other Affected Persons pursuant to Section 1.6(b) and Section 1.6(f) and (ii) deposit to the Servicer’s own account, from Collections held on deposit in the Collection Account pursuant to clause third of Section 1.6(b)(i) in respect of the accrued Servicing Fee, an amount equal to such accrued Servicing Fee.

(d)           Upon receipt of funds deposited into the Purchaser’s Account pursuant to Section 1.6(c), the Agent shall cause such funds to be distributed as follows:

(i)              if such distribution occurs on a day that is not a Termination Day, such funds shall be distributed in the following order of priority: first to the Purchaser in payment in full of all unpaid Discount accrued during the most recently ended Discount Accrual Period, second to the Purchaser in payment in full of all unpaid Utilization Fees, Commitment Fees and Breakage Costs accrued during the most recently ended Discount Accrual Period, third to the Purchaser in payment of outstanding Capital (and accrued Discount thereon) to the extent that funds have been set aside for such purpose pursuant to Section 1.6(f), fourth to the Purchaser, the Agent and any other Indemnified Party or

6

Affected Person in payment in full of any other amounts owed thereto pursuant to Section 1.9, Section 1.10, Section 3.1, or Section 5.4 and fifth, any remaining amounts shall be paid to the Purchaser in payment of outstanding Capital; and

(ii)             if such distribution occurs on a Termination Day, such funds shall be distributed in the following order of priority: first to the Purchaser in payment in full of all accrued and unpaid Discount, second to the Purchaser in payment in full of all accrued and unpaid Utilization Fees, Commitment Fees and Breakage Costs, third to the Purchaser in payment in full of all outstanding Capital, fourth to the Purchaser, the Agent and any other Indemnified Party or Affected Person in payment in full of any other amounts owed thereto by the Seller or the Servicer hereunder (including, without limitation, pursuant to Section 1.9, Section 1.10, Section 3.1, or Section 5.4).

After the occurrence of the Final Payout Date, all additional Collections with respect to the Purchased Assets shall be paid to the Seller for its own account in payment of the Deferred Purchase Price for such Purchased Assets.

(e)           For the purposes of this Section 1.6:

(i)              if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, damaged, rejected, returned, repossessed or foreclosed goods or services, or any discount, rebate, credit, counterclaim, billing error or other adjustment made by the Seller, any Originator or Servicer, or any setoff or dispute between the Seller, any Originator or the Servicer and an Obligor, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction or adjustment;

(ii)             if on any day any of the representations or warranties in paragraphs (e), (f) or (k) of Section 1 of Exhibit III is not true with respect to any Pool Receivable, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in full;

(iii)            If an Obligor makes a payment but does not designate the Receivable to which such payment applies, then the Servicer shall contact such Obligor promptly in order to determine to which Receivable such payment relates; provided, that if the Obligor does not direct the Servicer to apply such payment to a particular Receivable or Receivables within thirty (30) days after such payment has been received in a Lock-Box Account or by the Servicer, then, except as otherwise required by applicable law or the relevant Contract, such payment shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable; and

(iv)            if and to the extent the Agent, the Purchaser or any other Indemnified Party shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Agent or the Purchaser, as the case may

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be, shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof.

(f)            If at any time the Seller shall wish to cause the reduction of the Capital (in whole or in part), the Seller may do so as follows:

(i)              the Seller shall give the Agent at least (x) five (5) Business Days’ prior written notice thereof in the case of any reduction of the Capital to zero ($0) or (y) one (1) Business Day’s prior written notice in the case of any partial reduction of the Capital, in either case, setting forth the proposed amount of such reduction and the proposed date on which such reduction will commence,

(ii)             on the proposed date of commencement of such reduction and on each day thereafter, the Servicer shall cause Collections with respect to the Capital or portion thereof to be reduced (including to any related Discount) not to be reinvested or used to pay the Deferred Purchase Price until the amount thereof not so reinvested shall equal the desired amount of reduction, and

(iii)            the Servicer shall hold such Collections in the Collection Account for the benefit of the Purchaser, for payment to the Purchaser’s Account on the next Settlement Date (and in the case of a reduction of the entire Investment, the Servicer shall hold in the Collection Account for payment on such date an amount equal to all other obligations of the Seller or Servicer to the Purchaser, the Agent and each other Indemnified Party or Affected Person hereunder) in accordance with Section 1.6(c), and the Capital shall be deemed reduced in the amount to be paid to the Purchaser’s Account only when in fact finally so paid;

provided that, the amount of any such reduction shall be not less than one million dollars ($1,000,000) and shall be an integral multiple of one hundred thousand dollars ($100,000), and the entire Capital after giving effect to such reduction shall be not less than one million dollars ($1,000,000) unless the entire Capital shall have been reduced to zero.

Section 1.7             Fees.  The Seller shall pay to the Purchaser certain fees in the amounts and on the dates set forth in a letter agreement, dated as of the Closing Date, among the Seller, the Agent, the Purchaser and the Servicer (as the same may be amended, amended and restated, supplemented or modified, the “Fee Letter”) delivered pursuant to Section 1 of Exhibit II, as such letter agreement may be amended, supplemented or otherwise modified from time to time.

Section 1.8             Payments and Computations, Etc.  (a) All amounts to be paid or deposited by the Seller or the Servicer hereunder shall be paid or deposited no later than 1:00 p.m. (New York time) on the day when due in same day funds in U.S. dollars to the Purchaser’s Account.  All amounts received after 1:00 p.m. (New York time) will be deemed to have been received on the immediately succeeding Business Day.

(b)           The Seller shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or Servicer when due hereunder, at an interest rate equal to two and one-half percent (2.50%) per annum above the Base Rate, payable on demand.

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(c)           All computations of interest under clause (b) above and all computations of Discount, fees, and other amounts hereunder shall be made on the basis of a year of three hundred sixty (360) days (other than Discount calculated of the Base Rate which shall be computed on the basis of a year of three hundred sixty-five (365) or three hundred sixty-six (366) days, as the case may be) for the actual number of days elapsed.  Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of such payment or deposit.

(d)           From time to time, upon reasonable request by the Seller or the Servicer, the Agent shall notify the Seller or the Servicer, in response to such request, as to changes in the Base Rate, the CP Rate, the Eurodollar Rate and LIBOR; provided that the failure of such notice to be requested or given shall not waive, preclude, delay or otherwise limit the effectiveness of any such change.

Section 1.9             Increased Costs.  (a) If the Agent, the Purchaser, any Liquidity Bank, any other Program Support Provider or any of their respective Affiliates (each an “Affected Person”) determines that the existence of or compliance with (i) any law, rule or regulation of any Governmental Authority or any change therein or in the interpretation or application thereof, in each case adopted, issued or occurring after December 21, 2006 or (ii) any request, guideline or directive from any central bank or other Governmental Authority (whether or not having the force of law) issued or occurring after December 21, 2006 affects or would affect the amount of capital required or expected to be maintained by such Affected Person and such Affected Person determines that the amount of such capital is increased by or based upon the existence of any commitment to make purchases of or Investments or Reinvestments in (or otherwise to maintain purchases of or Investments or Reinvestments in) Pool Receivables related to this Agreement or any related liquidity facility or credit enhancement facility and other commitments of the same type, then, upon demand by such Affected Person (with a copy to the Agent), the Seller shall promptly pay to the Agent, for the account of such Affected Person, from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person in the light of such circumstances, to the extent that such Affected Person determines such increase in capital to be allocable to the existence of any of such commitments.  A certificate as to such amounts submitted to the Seller and the Agent by such Affected Person certifying, in reasonably specific detail, the basis for, and calculation of such amounts, shall be conclusive and binding for all purposes, absent manifest error.

(b)           If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements referred to in Section 1.10) in or in the interpretation of any law or regulation or (ii) compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in either case, after December 21, 2006, there shall be any increase in the cost to any Affected Person of agreeing to make purchases, Investments or Reinvestments hereunder (or otherwise to maintain such purchases, Investments or Reinvestments) in respect of which Discount is computed by reference to the Eurodollar Rate, then, upon demand by such Affected Person, the Seller shall immediately pay to such Affected Person, from time to time as specified, additional amounts sufficient to compensate such Affected Person for such increased costs.  A certificate as to such amounts submitted to the Seller by such Affected Person certifying, in reasonably specific detail,

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the basis for, and calculation of such amounts, shall be conclusive and binding for all purposes, absent manifest error.

Section 1.10           Requirements of Law.  In the event that any Affected Person determines that the existence of or compliance with (i) any law, rule or regulation of any Governmental Authority or any change therein or in the interpretation or application thereof, in each case adopted, issued or occurring after December 21, 2006 or (ii) any request, guideline or directive from any central bank or other Governmental Authority (whether or not having the force of law) issued or occurring after the December 21, 2006:

(i)              does or shall subject such Affected Person to any tax of any kind whatsoever with respect to this Agreement, any purchase of or Investment or Reinvestment in the Purchased Assets or any increase in the amount of Capital relating thereto, or does or shall change the basis of taxation of payments to such Affected Person on account of Collections, Discount or any other amounts payable hereunder (excluding taxes imposed on the overall net income or gross receipts of such Affected Person, and franchise taxes imposed on such Affected Person, by the jurisdiction under the laws of which such Affected Person is organized or a political subdivision thereof);

(ii)             does or shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, purchases, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Affected Person which are not otherwise included in the determination of the Eurodollar Rate or the Base Rate hereunder; or

(iii)            does or shall impose on such Affected Person any other condition;

and the result of any of the foregoing is (x) to increase the cost to such Affected Person of acting as Agent, or of agreeing to make purchases, Investments or Reinvestments hereunder (or otherwise maintain such purchases, Investments or Reinvestments) or (y) to reduce any amount receivable hereunder (whether directly or indirectly), then, in any such case, upon demand by such Affected Person the Seller shall pay such Affected Person any additional amounts sufficient to compensate such Affected Person for such additional cost or reduced amount receivable.  All such amounts shall be payable as incurred.  A certificate from such Affected Person to the Seller certifying, in reasonably specific detail, the basis for, calculation of, and amount of such additional costs or reduced amount receivable shall be conclusive and binding for all purposes, absent manifest error.

Section 1.11           Inability to Determine Eurodollar Rate.  In the event that the Agent shall have determined prior to the first day of any Discount Accrual Period (which determination shall be conclusive and binding upon the parties hereto) by reason of circumstances affecting the interbank Eurodollar market, either (a) dollar deposits in the relevant amounts and for the relevant Discount Accrual Period are not available, (b) adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Discount Accrual Period or (c) the Eurodollar Rate determined pursuant hereto does not accurately reflect the cost to the Purchaser (as conclusively determined by the Agent) of maintaining any Portion of Capital during such

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Discount Accrual Period, the Agent shall promptly give telephonic notice of such determination, confirmed in writing, to the Seller prior to the first day of such Discount Accrual Period.  Upon delivery of such notice (a) no Portion of Capital shall be funded thereafter at the Bank Rate determined by reference to the Eurodollar Rate, unless and until the Agent shall have given notice to the Seller that the circumstances giving rise to such determination no longer exist, and (b) with respect to any outstanding Portions of Capital then funded at the Bank Rate determined by reference to the Eurodollar Rate, such Bank Rate shall automatically be converted to the Bank Rate determined by reference to the Base Rate at the respective last days of the then-current Discount Accrual Periods relating to such Portions of Capital.

ARTICLE II

REPRESENTATIONS AND WARRANTIES; COVENANTS;
TERMINATION EVENTS

Section 2.1             Representations and Warranties; Covenants.  The Seller hereby makes the representations and warranties, and hereby agrees to perform and observe the covenants, set forth in Exhibits III, IV and VI, respectively hereto.

Section 2.2             Termination Events.  If any of the Termination Events contemplated by Exhibit V hereto shall occur and be continuing, the Agent may, by notice to the Seller, declare the Facility Termination Date to have occurred (in which case the Facility Termination Date shall be deemed to have occurred); provided that, automatically upon the occurrence of any event (without any requirement for the passage of time or the giving of notice) described in subsections (g) of Exhibit V, the Facility Termination Date shall occur.  Upon any such declaration, occurrence or deemed occurrence of the Facility Termination Date, the Purchaser and the Agent shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided after default under the UCC and under other applicable law, which rights and remedies shall be cumulative.

ARTICLE III

INDEMNIFICATION

Section 3.1             Indemnification.

(a)Indemnities by the Seller.  Without limiting any other rights that the Agent, the Purchaser, any Liquidity Banks, any other Program Support Providers, or any of their respective Affiliates, employees, agents, successors, transferees or assigns (each of the Agent, the Purchaser, the Liquidity Banks, the other Program Support Providers, and their respective Affiliates, employees, agents, successors, transferees and assigns may be referred to as an “Indemnified Party”) may have hereunder or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all claims, damages, taxes, costs, expenses, losses, judgments, liabilities and other amounts (including Attorney Costs) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from this Agreement or other Transaction Documents (whether directly or indirectly) or the use of proceeds of purchases, Investments or Reinvestments hereunder, the ownership of the

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Purchased Assets (or any portion thereof or any interest therein), the payment, or use of proceeds, of the Deferred Purchase Price, or in respect of any Receivable or any Contract, excluding, however, (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, or (b) any net income taxes or franchise taxes imposed on such Indemnified Party by the jurisdiction under the laws of which such Indemnified Party is organized or is doing business (except solely as a result of the transactions contemplated by this Agreement and the other Transaction Documents) or any political subdivision thereof.  Without limiting or being limited by the foregoing, but subject to the exclusions set forth in the preceding sentence, the Seller shall pay within five (5) Business Days of demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

(i)              the failure of any Receivable included in the calculation of the Net Eligible Pool Balance to be an Eligible Receivable, the failure of any information contained in a Monthly Report to be true and correct, or the failure of any other information provided to the Purchaser or the Agent with respect to Receivables or this Agreement to be true and correct;

(ii)             the failure of any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct in all respects when made;

(iii)            the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such applicable law, rule or regulation;

(iv)            the failure to vest and maintain vested in the Purchaser a valid and enforceable first priority perfected ownership or security interest in all the Pool Assets free and clear of any Adverse Claim;

(v)             the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables in, or purporting to be in, the Receivables Pool and the Related Security and Collections in respect thereof, whether at the time of any Investment or Reinvestment or at any subsequent time;

(vi)            any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Receivable;

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(vii)           any failure of the Seller to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under the Contracts;

(viii)          any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with merchandise, insurance or services which are the subject of any Contract;

(ix)             the commingling of Collections of Pool Receivables at any time with other funds;

(x)              any investigation, litigation or proceeding related to this Agreement or the use of proceeds of any Investment, Reinvestment or any Deferred Purchase Price (or the payment thereof) or the ownership of the Purchased Assets (or any interest therein or portion thereof);

(xi)             any reduction in Capital as a result of the distribution of Collections pursuant to Section 1.6, in the event that all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason;

(xii)            any tax or governmental fee or charge (other than any tax upon or measured by net income or gross receipts or franchise tax), all interest and penalties thereon or with respect thereto, and all reasonable out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which are required to be paid by reason of any Investment, Reinvestment or Deferred Purchase Price or the ownership of the Purchased Assets (or any interest therein or portion thereof); or

(xiii)           any Lock-Box Agreement.

Without limiting or being limited by the foregoing, if any Indemnified Party incurs any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Indemnified Party) (such loss or expense may be referred to as “Breakage Costs”) as a result of (i) the full or partial repayment of any Portion of Capital on any day other than the scheduled last day of a Discount Accrual Period with respect thereto or on any day in an amount greater than the amount specified by the Seller or the Servicer or (ii) any Investment not being made (other than as a result of a default by the Purchaser) in accordance with a notice pursuant to Section 1.2(a), then upon demand by such Indemnified Party, the Seller shall pay to such Indemnified Party the amount of such Breakage Costs.

The obligations of the Seller under this Section 3.1(a) shall survive the resignation or removal of the Agent and the execution, delivery, performance and termination of this Agreement, regardless of any investigation made by any Indemnified Party.

(b)           Indemnity by the Servicer.  Without limiting any other rights which any Indemnified Party may have hereunder under applicable law, the Servicer hereby agrees to indemnify each Indemnified Party, forthwith within five (5) Business Days of demand, from and

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against any and all Indemnified Amounts awarded against or incurred by any of them arising out of or relating to:

(i)              any representation or warranty made by the Servicer under or in connection with any Transaction Document or any information or report delivered by or on behalf of the Servicer pursuant hereto, which shall have been false, incorrect or misleading in any respect when made or deemed made (except any such amounts to the extent representing recourse due to the insolvency or other financial inability to pay of any Obligor);

(ii)             the failure by the Servicer to comply with any applicable law, rule or regulation (including truth in lending, fair credit billing, usury, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) with respect to any Pool Receivable or other related Contract;

(iii)            any failure of the Servicer to perform its duties, covenants and obligations in accordance with the applicable provisions of this Agreement;

(iv)            any dispute, claim, offset or defense (other than a discharge in bankruptcy of the related Obligor) of an Obligor to the payment of any Receivable in or purporting to be in the Receivables Pool resulting solely from collection or other servicing activities of the Servicer with respect to such Receivable; or

(v)             costs and expenses (including Attorney Costs) in connection with litigation relating to any Transaction Document.

The obligations of the Servicer under this Section 3.1(b) shall survive the resignation or removal of the Agent and the execution, delivery, performance and termination of this Agreement for a period of three years following the Final Payout Date, regardless of any investigation made by any Indemnified Party.

ARTICLE IV

ADMINISTRATION AND COLLECTIONS

Section 4.1             Appointment of Servicer.  (a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as Servicer in accordance with this Section 4.1.  Until the Agent gives notice to the Seller and the Servicer (in accordance with this Section 4.1) of the designation of a new Servicer, Manitowoc is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof.  Upon the occurrence and during the continuance of a Termination Event, the Agent may designate as Servicer any Person (including itself) to succeed the Servicer or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof.

(b)           Upon the designation of a successor Servicer as set forth in Section 4.1(a) hereof, the Servicer agrees that it will terminate its activities as Servicer hereunder in a manner which the Agent determines will facilitate the transition of the performance of such activities to the new

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Servicer, and the Servicer shall cooperate with and assist such new Servicer.  Such cooperation shall include (without limitation) access to and transfer of records and use by the new Servicer of all licenses or software necessary or desirable to collect the Pool Receivables and the Related Security.

(c)           The Servicer acknowledges that, in making their decision to execute and deliver this Agreement, the Agent and the Purchaser have relied on the Servicer’s agreement to act as Servicer hereunder.  Accordingly, the Servicer agrees that it will not voluntarily resign as Servicer.

(d)           The Servicer may delegate its duties and obligations hereunder to any subservicer (each, a “Sub-Servicer”); provided that, in each such delegation (i) such Sub-Servicer shall agree in a separate letter agreement, to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain solely liable to the Purchaser and the Agent for the performance of the duties and obligations so delegated, (iii) the Seller, the Agent and the Purchaser shall have the right to look solely to the Servicer for performance and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to such Sub-Servicer).  For avoidance of doubt, the existence of the Bond Administration Agreement shall not limit or diminish the obligations of the Servicer under this Agreement.

Section 4.2             Duties of Servicer.  (a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy.  The Servicer also shall perform the duties of the Servicer set forth in the Purchase and Sale Agreement, in accordance with all applicable laws, rules and regulations and with reasonable care and diligence.  The Servicer shall set aside for the accounts of the Seller and the Purchaser the amount of the Collections to which each is entitled in accordance with Article I hereto.  The Servicer may, in accordance with the Credit and Collection Policy, extend the maturity of any Pool Receivable (but not beyond thirty (30) days) and extend the maturity or adjust the Outstanding Balance of any Defaulted Receivable or Delinquent Receivable as the Servicer may determine to be appropriate to maximize Collections thereof; provided, however, that (i) such extension or adjustment shall not alter the status of such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of the Purchaser or the Agent under this Agreement and (ii) if a Termination Event has occurred and is continuing and Manitowoc or any of its Affiliates is still serving as Servicer, the Servicer may make such extension or adjustment only upon the prior written approval of the Agent.  The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Agent (for the benefit of the Purchaser and individually) in accordance with their respective interests, all records and documents (including without limitation computer tapes or disks) with respect to each Pool Receivable.  Notwithstanding anything to the contrary contained herein, the Agent may direct the Servicer to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security; provided, however, that no such direction may be given unless either: (A) a Termination Event has occurred and is continuing or (B) the Agent believes

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in good faith that the failure to commence, settle or effect such legal action, foreclosure or repossession could adversely affect the collectibility of such Pool Receivable.

(b)           On each Business Day, the Servicer shall provide to the Agent a report, in form and substance reasonably satisfactory to the Agent, as to: (i) all outstanding Receivables that have been sold or contributed by the Originators to the Seller pursuant to the Purchase and Sale Agreement since the most recent such report; (ii) the Net Eligible Pool Balance as of the beginning of the day on the date of such report; (iii) the Purchased Assets Coverage Percentage; (iv) Receivables that became Defaulted Receivables since the most recent such report; (v) agings of Pool Receivables as of the beginning of the day on the date of such report; and (vi) the sum of the Outstanding Balances of the Eligible Receivables in the Receivables Pool.

(c)           The Servicer’s obligations hereunder shall terminate on the Final Payout Date. After such termination the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer in connection with this Agreement.

Section 4.3             Establishment and Use of Certain Accounts.

(a)           Lock-Box Accounts.  Prior to the Closing Date, the Seller shall have entered into Lock-Box Agreements covering the Lock-Box Accounts listed on Schedule II with all of the Lock-Box Banks, and deliver original counterparts thereof to the Agent.  All Lock-Box Accounts shall be maintained in the name of the Seller.  Each of the Seller and the Servicer shall have directed (and shall continue to direct) each Lock-Box Bank to cause all Collections received in the applicable Lock-Box Accounts to be automatically (and without further action, notice to or consent of the Seller or Servicer) wire transferred to the Collection Account within one (1) Business Day following the receipt thereof into such Lock-Box Account; provided that, unless a Termination Event has occurred and is continuing, M&T Account Collections need not be transferred automatically to the Collection Account and, instead, the Servicer shall cause M&T Account Collections to be deposited in the Collection Account on the first Business Day after any day on which the aggregate amount of M&T Account Collections exceeds fifteen thousand dollars ($15,000) and, in any event, the Servicer shall cause all M&T Account Collections to be transferred to the Collection Account at least once each calendar month.

The Agent (for the benefit of the Purchaser) shall have sole dominion and control over each Lock-Box Account together with the ability, in the circumstances contemplated by Section 4.3(d), to exercise all rights with respect thereto, including without limitation, the exclusive right to receive all Collections deposited therein.  Neither the Seller nor the Servicer shall have any ability to control or direct the application of any Collections deposited in the Lock-Box Accounts; provided that unless a Termination Event or an Unmatured Termination Event has occurred and is continuing, all such Collections shall continue to be automatically transferred to the Collection Account as described in this Section 4.3(a).

(b)           Collection Account.  The Servicer has established the Collection Account.  The Collection Account shall be used to accept the transfer of Collections of Pool Receivables from the Lock-Box Accounts pursuant to Section 1.6(b) and for such other purposes described in the Transaction Documents.

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(c)           Permitted Investments.  Prior to the occurrence and continuation of any Termination Event, any amounts in the Collection Account may be invested by the Collection Account Bank at Servicer’s direction, in Permitted Investments, so long as (i) either (A) such Permitted Investments are credited to a “securities account” (as defined in the applicable UCC) over which the Purchaser shall have a first priority perfected security interest, (B) such Permitted Investments are purchased in the name of the Purchaser or (C) such Permitted Investments are held in another manner sufficient to establish the Purchaser’s first priority perfected security interest over such Permitted Investments and (ii) such Permitted Investments are scheduled to mature prior to the last day of the Discount Accrual Period during which such investment is made.

(d)           Control of Accounts.  The Agent may at any time following the occurrence and during the continuance of a Termination Event or Unmatured Termination Event give notice to each Lock-Box Bank and the Collection Account Bank that the Agent is exercising its rights under the Lock-Box Agreements and the Collection Account Agreement to do any or all of the following: (i) to have the exclusive ownership and control of the Lock-Box Accounts and/or the Collection Account, as the case may be, transferred to the Agent, to the extent provided in the related Lock-Box Agreement and/or the Collection Account Agreement, as applicable, (ii) to have the proceeds that are sent to the respective Lock-Box Accounts and/or the Collection Account, as the case may be, be redirected pursuant to its instructions rather than deposited in the applicable Lock-Box Account and/or the Collection Account, as the case may be, and (iii) to take any or all other actions permitted under the applicable Lock-Box Agreement and the Collection Account Agreement.  The Seller hereby agrees that if the Agent at any time takes any action set forth in the preceding sentence, the Agent shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action that the Agent may reasonably request to transfer such control.  Any proceeds of Pool Receivables received by the Seller or the Servicer, thereafter shall be sent immediately to the Agent.  The parties hereto hereby acknowledge that if at any time the Agent takes control of any Lock-Box Account and/or the Collection Account, the Agent shall not have any rights to the funds therein in excess of the unpaid amounts due to the Agent, the Purchaser or any other Person hereunder and any such funds shall be distributed by the Agent in accordance with the provisions set forth in Section 1.6.

Section 4.4             Enforcement Rights.  (a) At any time following the occurrence and during the continuance of a Termination Event:

(i)              the Agent may direct the Obligors that payment of all amounts payable under any Pool Receivable be made directly to the Agent or its designee;

(ii)             the Agent may instruct the Seller or the Servicer to give notice of the Purchaser’s ownership of the Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Agent or its designee, and upon such instruction from the Agent the Seller or the Servicer, as applicable, shall give such notice at the expense of the Seller; provided, that if the Seller or the Servicer fails to so notify each Obligor, the Agent may so notify the Obligors; and

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(iii)            the Agent may request the Seller or the Servicer to, and upon such request the Seller or the Servicer, as applicable, shall (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to any new Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Agent or its designee at a place selected by the Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections with respect to the Pool Receivables in a manner acceptable to the Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Agent or its designee.

(b)           The Seller hereby authorizes the Agent, and irrevocably appoints the Agent as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the Seller, which appointment is coupled with an interest, during the occurrence and continuance of a Termination Event or Unmatured Termination Event, to take any and all steps in the name of the Seller and on behalf of the Seller necessary or desirable, in the determination of the Agent, to collect any and all amounts or portions thereof due under any and all Pool Receivables or Related Security, including, without limitation, endorsing the name of the Seller on checks and other instruments representing Collections and enforcing such Pool Receivables, Related Security and the related Contracts.  Notwithstanding anything to the contrary contained in this subsection (b), none of the powers conferred upon such attorney-in-fact pursuant to the immediately preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoever, except to the extent arising out of the negligence or willful misconduct of such attorney-in-fact.

Section 4.5             Responsibilities of the Seller.  Anything herein to the contrary notwithstanding, the Seller shall (i) perform all of its obligations, if any, and cause each Originator to perform all of such Originator’s obligations, under the Contracts related to the Pool Receivables to the same extent as if the Purchased Assets had not been sold hereunder or, in the case of the Originators, under the Purchase and Sale Agreement, and the exercise by the Agent or the Purchaser of its rights hereunder shall not relieve the Seller or any Originator from any such obligations and (ii) pay when due any taxes payable by the Seller when due.  The Agent and the Purchaser shall not have any obligation or liability with respect to any Pool Receivable, any Related Security or any related Contract, nor shall any of them be obligated to perform any of the obligations of the Seller under any of the foregoing.

Section 4.6             Servicing Fee.  The Servicer shall be paid a fee, through distributions permitted by Section 1.6(d), which shall accrue for each day, equal to the result of (a) one percent (1%) multiplied by (b) the Outstanding Balance of all Pool Receivables on such day, multiplied by (c) a fraction, the numerator of which is one (1) and the denominator of which is three hundred sixty-five (365).

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ARTICLE V

MISCELLANEOUS

Section 5.1             Amendments, Etc.  No amendment or waiver of any provision of this Agreement or consent to any departure by the Seller or the Servicer therefrom shall be effective unless in a writing signed by the Agent, and, in the case of any amendment, by the Seller and the Servicer and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such material amendment shall be effective until the Rating Agencies have notified the Agent in writing that such action will not result in a reduction or withdrawal of the rating of any Notes.  No failure on the part of the Purchaser or the Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

Section 5.2             Notices, Etc.; Extension of Stated Termination Date.  (a) All notices and other communications hereunder shall, unless otherwise stated herein, be in writing (which shall include facsimile communication) and sent or delivered, to each party hereto, at its address set forth under its name on Schedule I hereto, or at such other address as shall be designated by such party in a written notice to the other parties hereto.  Notices and communications by facsimile shall be effective when sent (and shall be followed by hard copy sent by first class mail), and notices and communications sent by other means shall be effective when received.

(b)           The Seller may advise the Agent in writing of its desire to extend the Stated Termination Date for an additional three hundred sixty-four (364) days, provided such request is made not more than ninety (90) days prior to, and not less than sixty (60) days prior to, the then current Stated Termination Date.  The Agent shall notify the Seller in writing, within forty-five (45) days after its receipt of such request by the Seller, whether the Liquidity Banks or any of them are agreeable to such extension (it being understood that the Liquidity Banks may accept or decline such a request in their sole discretion and on such terms as they may elect) and, to the extent the Liquidity Banks are agreeable, the Seller, the Agent and the Liquidity Banks shall enter into such documents as the Liquidity Banks may deem necessary or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the Liquidity Banks, the Purchaser and the Agent in connection therewith (including reasonable attorneys’ costs) shall be paid by the Seller; it being understood and agreed that the failure of the Agent to so notify the Seller as set forth above shall not be deemed to be a consent to such request for extension.

Section 5.3             Assignability.  (a) This Agreement and the Purchaser’s rights and obligations herein (including ownership of the Purchased Assets) shall be assignable, in whole or in part, by the Purchaser and its successors and assigns with the prior written consent of the Seller; provided, however, that such consent shall not be unreasonably withheld, and no such consent shall be required if (i) such assignment is to a Note Issuer or (ii) a Termination Event or an Unmatured Termination Event has occurred and is continuing.  Subject to Section 5.6, each assignor may, in connection with the assignment, disclose to the applicable assignee any information relating to the Seller or the Pool Receivables furnished to such assignor by or on behalf of the Seller, the Purchaser or the Agent.

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Upon such an assignment the assignee shall have all of the rights of the Purchaser with respect to the Transaction Documents, the Purchased Assets, the Pool Assets and the Capital (or such portion thereof as has been assigned).

(b)           The Purchaser may at any time sell or grant to one or more banks or other institutions (each a “Liquidity Bank”) party to the Liquidity Agreement or to any other Program Support Provider, participating interests or security interests in its rights in the Purchased Assets, the Pool Assets and the Capital (or any portion thereof).  In the event of any such sale or grant by the Purchaser of a participating interest to a Liquidity Bank or other Program Support Provider, the Purchaser shall remain responsible for the performance of its obligations hereunder.  The Seller agrees that each Liquidity Bank or other Program Support Provider shall be entitled to the benefits of Sections 1.9, 1.10 and 1.11.

(c)           This Agreement and the rights and obligations of the Agent hereunder shall be assignable, in whole or in part, by the Agent and its successors and assigns.

(d)           Except as provided in Section 4.1(d), neither the Seller nor the Servicer may assign its rights or delegate its obligations hereunder or any interest herein without the prior written consent of the Agent.

(e)           Without limiting any other rights that may be available under applicable law, the rights of the Purchaser may be enforced through it or by its agents.

Section 5.4             Costs, Expenses and Taxes.  (a) In addition to the rights of indemnification granted under Section 3.1 hereof, the Seller agrees to pay, upon demand, all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including auditing Receivables prior to the Closing Date, periodic auditing of Receivables and the servicing thereof from and after the Closing Date, and any reasonable and customary fees from time to time payable to the Rating Agencies in connection with the transactions contemplated by this Agreement) of this Agreement and the other Transaction Documents, including all reasonable costs and expenses relating to the amending, amending and restating, modifying or supplementing of this Agreement and the other Transaction Documents and the waiving of any provisions hereof or thereof (whether or not any such amendment, amendment and restatement, modification, supplement or waiver becomes effective), and including in all cases, without limitation, Attorney Costs for the Agent, the Purchaser and their respective Affiliates and agents with respect thereto and with respect to advising the Agent, the Purchaser and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents, and all costs and expenses, if any (including Attorney Costs), of the Agent, the Purchaser and their respective Affiliates and agents, in connection with the enforcement of this Agreement and the other Transaction Documents.

(b)           In addition, the Seller shall pay on demand any and all stamp and other taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other Transaction Documents, and agrees to save each Indemnified Party harmless from and against any liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

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Section 5.5             No Proceedings; Limitation on Payments.  (a) Each of the Seller, the Servicer, the Agent, each assignee of the Purchased Assets, the Pool Assets or the Capital or any interest therein, and each Person which enters into a commitment to make purchases, Investments or Reinvestments hereunder, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Purchaser or any other Note Issuer, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by the Purchaser or any such Note Issuer is paid in full.

(b)           Notwithstanding any provisions contained in this Agreement to the contrary, the Purchaser shall not, and shall not be obligated to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Document unless (i) the Purchaser has received funds which may be used to make such payment and which funds are not required to repay the Notes when due and (ii) after giving effect to such payment, either (x) the Purchaser could issue Notes to refinance all outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with the program documents governing the Purchaser’s securitization program or (y) all Notes are paid in full. Any amount which the Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in §101 of the Bankruptcy Code) against or corporate obligation of the Purchaser for any such insufficiency unless and until the Purchaser satisfies the provisions of clauses (i) and (ii) above.

Section 5.6             Confidentiality.  Unless otherwise required by applicable law (including the disclosure requirement of applicable securities laws), each of the Seller and the Servicer agrees to maintain the confidentiality of this Agreement and the other Transaction Documents (and all drafts thereof) in communications with third parties and otherwise; provided that this Agreement may be disclosed to (a) third parties to the extent such disclosure is made pursuant to a written agreement of confidentiality in form and substance reasonably satisfactory to the Agent and (b) the Seller’s and/or the Servicer’s legal counsel and auditors if they agree to hold it confidential; provided that only the terms and conditions of this Agreement may be revealed to such parties and not the details of any fees, pricing or interest rates.  Unless otherwise required by applicable law, each of the Agent and the Purchaser agrees to maintain the confidentiality of non-public financial information regarding Manitowoc and its Subsidiaries and other information marked as confidential by the Servicer or the Seller; provided, that such information may be disclosed to: (i) third parties to the extent such disclosure is made pursuant to a written agreement of confidentiality in form and substance reasonably satisfactory to Manitowoc, (ii) legal counsel and auditors of the Purchaser or the Agent if they agree to hold it confidential, (iii) the rating agencies rating the Notes and any other nationally recognized statistical rating organization, (iv) any Program Support Provider or potential Program Support Provider (if they agree to hold it confidential), (v) any placement agent placing the Notes and (vi) any regulatory authorities having jurisdiction over the Agent, the Purchaser, any Program Support Provider or any Liquidity Bank.  Nothing in this Section shall prevent disclosure of information as part of a legal proceeding relating to litigation in respect of this Agreement or any other Transaction Document.

Section 5.7             GOVERNING LAW AND JURISDICTION.  (a) THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS

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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).

(b)           ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PURCHASER, THE SELLER, THE SERVICER AND THE AGENT CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  EACH OF THE PURCHASER, THE SELLER, THE SERVICER AND THE AGENT IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO.  THE PURCHASER, THE SELLER, THE SERVICER AND THE AGENT EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.

Section 5.8             Execution in Counterparts.  This Agreement 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.

Section 5.9             Survival of Termination.  The provisions of Sections 1.9, 1.10, 1.11, Article III and this Article V shall survive any termination of this Agreement.

Section 5.10           WAIVER OF JURY TRIAL.  THE PURCHASER, THE SELLER, THE SERVICER AND THE AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE.  THE PURCHASER, THE SELLER, THE SERVICER AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING, EACH OF THE PARTIES HERETO FURTHER AGREES THAT ITS RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

Section 5.11           Entire Agreement.  This Agreement and the other Transaction Documents embodies the entire agreement and understanding between the Purchaser, the Seller, the Servicer

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and the Agent, and supersedes all prior or contemporaneous agreements and understandings of such Persons, verbal or written, relating to the subject matter hereof and thereof.

Section 5.12           Headings.  The captions and headings of this Agreement and in any Exhibit hereto are for convenience of reference only and shall not affect the interpretation hereof or thereof.

Section 5.13           Purchaser’s Liabilities.  The obligations of the Purchaser under this Agreement are solely the corporate obligations of the Purchaser.  No recourse shall be had for any obligation or claim arising out of or based upon this Agreement against any stockholder, employee, officer, director or incorporator of the Purchaser; and provided, however, that this Section 5.13 shall not relieve any such Person of any liability it might otherwise have for its own gross negligence or willful misconduct.  The agreements provided in this Section 5.13 shall survive termination of this Agreement.

Section 5.14           Mutual Negotiations.  This Agreement and the other Transaction Documents are the product of mutual negotiations by the parties thereto and their counsel, and no party shall be deemed the draftsperson of this Agreement or any other Transaction Document or any provision hereof or thereof or to have provided the same.  Accordingly, in the event of any inconsistency or ambiguity of any provision of this Agreement or any other Transaction Document, such inconsistency or ambiguity shall not be interpreted against any party because of such party’s involvement in the drafting thereof.

[SIGNATURES FOLLOW]

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

MANITOWOC FUNDING, LLC,

as Seller

By:

Name:

Title:

Second A&R Receivables
Purchase Agreement

S-1

THE MANITOWOC COMPANY, INC.,

as Servicer

By:

Name:

Title:

Second A&R Receivables
Purchase Agreement

S-2

NORDDEUTSCHE LANDESBANK GIROZENTRALE, as Agent

By:

Name:

Title:

By:

Name:

Title:

Second A&R Receivables
Purchase Agreement

S-3

HANNOVER FUNDING COMPANY LLC,

as Purchaser

By:

Name:

Title:

Second A&R Receivables
Purchase Agreement

S-4

EXHIBIT I

DEFINITIONS

As used in the Agreement (including its Exhibits), the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined).  Unless otherwise indicated, all Section, Annex, Exhibit and Schedule references in this Exhibit are to Sections of and Annexes, Exhibits and Schedules to the Agreement.

“Adverse Claim” means a lien, security interest, restriction on transfer or other charge or encumbrance, or any other type of preferential arrangement, including the interest of a consignor, it being understood that a lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, in favor of or granted to the Seller or the Purchaser pursuant to this Agreement and the other Transaction Documents shall not constitute an Adverse Claim and excluding (i) liens for taxes, assessments or other governmental charges which are not yet due and payable, and (ii) liens granted to any Lock-Box Bank and/or the Collection Account Bank in the Collections held by such bank in the related Lock-Box Account and/or Collection Account, as the case may be, and solely for and relating to the payment of fees and other charges to such bank and the ability of such bank to recover for returned items, in each case, to the extent described and provided for in the agreement, if any, relating to such account and/or the applicable Lock-Box Agreement and/or Collection Account Agreement.

“Affected Person” has the meaning set forth in Section 1.9 of the Agreement.

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person.

“Affiliate Obligor” means any Obligor that is a Subsidiary of a Parent Obligor or that is an Affiliate of a Parent Obligor.

“Agent” shall have the meaning set forth in the preamble to the Agreement.

“Attorney Costs” means and includes all fees and disbursements of any law firm or other external counsel, the allocated cost of internal legal services and all disbursements of internal counsel.

“Average Remaining Maturity” means, for any day, the result of (i) the sum of, for each Eligible Receivable then in the Receivables Pool, (a) the Remaining Maturity times (b) the Net Outstanding Balance, divided by (ii) the sum of the Net Outstanding Balances of all Eligible Receivables then in the Receivables Pool.

“Bank Rate” for any Discount Accrual Period for any Portion of Capital, means an interest rate per annum equal to (A) the Eurodollar Rate for such Discount Accrual Period plus two percent (2%) for the first ten days of such Discount Accrual Period and (B) the Eurodollar Rate plus two and one-half percent (2.50%) thereafter; provided that the “Bank Rate” for each day in a Discount Accrual Period occurring during the continuance of a Termination Event shall

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be an interest rate equal to plus two and one-half percent (2.50%) per annum above the Base Rate in effect on such day.

“Bankruptcy Code” means the United States Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et seq.), as amended from time to time.

“Base Concentration Limit” means, for any day, a percentage,  not to exceed five percent (5%), determined by the Servicer.

“Base Rate” means for any day, a fluctuating interest rate per annum as shall be in effect from time to time, which rate shall be at all times equal to the greatest of (i) the rate of interest most recently announced by NORD/LB at its branch in New York, New York as its prime commercial rate for United States loans made in the United States (which rate is not necessarily intended to be the lowest rate of interest determined by NORD/LB in connection with extensions of credit) plus one percent (1.00%) per annum, (ii) the latest Federal Funds Rate plus one and one-half percent (1.50%) per annum and (iii) the Eurodollar Rate applicable to the Discount Accrual Period for which the Base Rate is then being determined.

“Bond Administration Agreement” means the Bond Administration Agreement dated as of December 21, 2006 between the Servicer and Finacity, as amended, amended and restated, supplemented or otherwise modified from time to time.

“Breakage Costs” is defined in Section 3.1 of the Agreement.

“Business Day” means any day on which (i) both (A) the Agent at its branch office in New York, New York is open for business and (B) commercial banks in New York City are not authorized or required to be closed for business, and (ii) if this definition of “Business Day” is utilized in connection with the Eurodollar Rate, dealings are carried out in the London interbank market.

“Calculation Period” means a calendar month.

“Capital” means the amount paid to the Seller in respect of Investments made by the Purchaser pursuant to the Agreement, or such amount divided or combined in order to determine the Discount applicable to any Portion of Capital, in each case, reduced from time to time by Collections distributed and applied on account of such Capital pursuant to Section 1.6(d) of the Agreement; provided, however, that if such Capital shall have been reduced by any distribution and thereafter all or a portion of such distribution is rescinded or must otherwise be returned for any reason, such Capital shall be increased by the amount of such rescinded or returned distribution, as though it had not been made.

“Change in Control” means (x) with respect to Manitowoc, (a) 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 Manitowoc, (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of Manitowoc by Persons who were neither (i) nominated

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by the board of directors of Manitowoc nor (ii) appointed by directors so nominated, (c) the acquisition of direct or indirect Control of Manitowoc by any Person or group or (d) a “Change of Control” as defined in the Senior Note Documents; and

(y) with respect to an Originator, (a) 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 Manitowoc (or a Subsidiary of Manitowoc), of any membership interests or Equity Interests of such Originator, (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Seller by Persons who were neither (i) nominated by the board of directors of the Seller nor (ii) appointed by directors so nominated, or (c) the acquisition of direct or indirect Control of such Originator by any Person or group other than Manitowoc (or a Subsidiary of Manitowoc); and

(z) with respect to the Seller, (a) 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 Grove U.S. L.L.C., of any membership interests or Equity Interests of the Seller, (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Seller by Persons who were neither (i) nominated by the board of directors of the Seller nor (ii) appointed by directors so nominated, or (c) the acquisition of direct or indirect Control of the Seller by any Person or group other than Grove U.S. L.L.C.; and

For purposes of this definition of Change in Control, capitalized terms used in this definition that are defined in the Credit Agreement (or by reference in the Credit Agreement) shall have the meanings assigned thereto in (or by reference in) the Credit Agreement, without giving effect to any amendment, amendment and restatement, supplement or other modification to the Credit Agreement; provided that the terms “Seller” and “Manitowoc” shall have the meanings assigned thereto in the Agreement.

“Closing Date” means June 30, 2010.

“Collection Account” means that certain bank account numbered 330-785-7 maintained at Harris N.A. which is (i) identified as the “Manitowoc Funding, LLC Collection Account,” (ii) pledged, on a first-priority basis, to the Purchaser pursuant to Section 1.2(d) of the Agreement, and (iii) is governed by the Collection Account Agreement.

“Collection Account Agreement” means a letter agreement, in form and substance satisfactory to the Agent, among the Seller, the Agent, the Collection Account Bank, and such other Persons as may be acceptable to the Agent, as the same may be amended, supplemented, amended and restated, or otherwise modified from time to time in accordance with the Agreement and with the consent of the Agent.

“Collection Account Bank” means the bank holding the Collection Account.

“Collections” means, with respect to any Pool Receivable, (a) all funds which are received by the Seller, Servicer or any Originator in payment of any amounts owed in respect of such Receivable (including, without limitation, purchase price, finance charges, interest and all

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other charges), or applied to amounts owed in respect of such Receivable (including, without limitation, insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Obligor or any other Person directly or indirectly liable for the payment of such Pool Receivable and available to be applied thereon), (b) all Collections deemed to have been received pursuant to Section 1.4(e) of the Agreement and (c) all other proceeds of such Receivable.

“Commitment Fee” has the meaning set forth in the Fee Letter.

“Commitment Fee Rate” has the meaning set forth in the Fee Letter.

“Commitment Fee Reserve” means on any date of determination, an amount equal to the product of (a) the Commitment Fee Rate, times (b) two (2) times the Days Sales Outstanding at such time, times (c) the result of (1) the Investment Limit at such time minus (2) the aggregate outstanding Capital at such time, divided by (d) three hundred sixty (360).

“Company Note” has the meaning set forth in Section 3.1 of the Purchase and Sale Agreement.

“Concentration Component” means, on any date, the greatest of:  (a) the Concentration Percentage for all Group B Obligors, (b) two (2) times the Concentration Percentage for all Group C Obligors, or (c) four (4) times the Concentration Percentage for all Group D Obligors.

“Concentration Percentage” means, on any day, (a) for any Group A Obligor, a percentage equal to fifty percent (50%), or any other percentage as agreed by the Servicer and the Agent in writing, (b) for all Group B Obligors, a percentage equal to four (4) times the Base Concentration Limit, (c) for all Group C Obligors, a percentage equal to two (2) times the Base Concentration Limit, and (d) for all Group D Obligors, a percentage equal to the Base Concentration Limit.

“Consolidated Interest Coverage 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).

“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).

“Consolidated Total 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).

“Contract” means, with respect to any Receivable, any and all contracts, understandings, instruments, agreements, invoices, notes, purchase orders or other writings pursuant to which

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such Receivable arises or which evidences such Receivable or under which an Obligor becomes or is obligated to make payment in respect of such Receivable.

“Contractual Dilution” means any Dilution that is contractually limited prior to the sale or contribution to the Seller, pursuant to the Purchase and Sale Agreement, of the Receivable(s) that gave rise to such Dilution, such as discounts or rebates.

“Contributed Receivables” is defined in Section 1.1(a) of the Purchase and Sale Agreement.

“Contributed Value” is defined in Section 3.3(b) of the Purchase and Sale Agreement.

“CP Rate” for any Discount Accrual Period for any Portion of Capital, means, to the extent the Purchaser funds such Portion of Capital for such Discount Accrual Period by issuing Notes, a rate per annum equal to the sum of (a) the weighted average of the rates paid or payable by the Purchaser from time to time as interest on or otherwise (by means of interest rate hedges or otherwise) in respect of Notes and allocated, in whole or in part, by the Agent to fund the purchase or maintenance of a Portion of Capital (and which may also be allocated in part to the funding of other assets of the Purchaser) during the relevant Discount Accrual Period; provided that if any component of such rate is a discount rate, then such component shall be the rate resulting from converting such discount rate to an interest-bearing equivalent rate per annum, plus (b) the per annum rate (expressed as a percentage and an interest rate equivalent and calculated based on a 360-day year) equivalent to the sum of (i) the allocable amount of any placement agent or commercial paper dealer fees incurred in connection with the issuance of Notes, plus (ii) certain documentation and transaction costs associated with the issuance of Notes, plus (iii) any incremental carrying costs incurred with respect to Notes maturing on dates other than those on which corresponding funds are received by the Purchaser, plus (iv) other borrowings by the Purchaser, including borrowings to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market (provided that the rate contemplated by this clause (iv) shall not exceed the Eurodollar Rate plus fifty basis points (0.50%)).  Notwithstanding anything to the contrary in the Agreement or in any other Transaction Document on and after the occurrence and during the continuation of any Termination Event the “CP Rate” shall be equal to the Base Rate plus two and one-half percent (2.50%) per annum.

“Crane Business” means the Crane business segment as described in Part I, Item 1 of Form 10-K filed by Manitowoc with the United States Securities and Exchange Commission for the fiscal year ended December 31, 2009.

“Credit Agreement” means the Amended and Restated Credit Agreement, dated as of August 25, 2008, among Manitowoc, the “Subsidiary Borrowers” party thereto, the “Lenders” party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, as amended, supplemented or otherwise modified from time to time; provided, however, that for purposes of any reference herein to a defined term set forth in the Credit Agreement, such reference shall be deemed to be a reference to the Credit Agreement as in effect on January 21, 2010 without giving effect to any amendment, supplement or other modification thereto entered into without the Agent’s written consent.

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“Credit and Collection Policy” means those receivables credit and collection policies and practices of the Servicer in effect on the Closing Date and attached as Schedule IV to the Agreement, as modified in compliance with the Agreement.

“Cutoff Date” means, (a) for any Settlement Date, the final day of a preceding Calculation Period, or (b) for any other date, the Cutoff Date for the immediately preceding Settlement Date.

“Days Sales Outstanding” means, for any calendar month, an amount computed as of the last day of such calendar month equal to:  (a) the average of the Outstanding Balance of all Pool Receivables as of the last day of each of the three most recent calendar months ended on the last day of such calendar month, divided by (b)(i) the aggregate credit sales made by the Originators giving rise to Pool Receivables during the three calendar months ended on or before the last day of such calendar month divided by (ii) ninety (90).

“Debt” means Indebtedness as defined in the Credit Agreement without giving effect to any amendment, amendment and restatement, supplement or other modification to the Credit Agreement.

“Default Horizon” means the number four (4).

“Default Horizon Calculation Period” means, for any day, a number, equal to the Default Horizon, of consecutive Calculation Periods ending with the Cutoff Date.

“Default Ratio” means, for any day, the ratio computed as of the Cutoff Date by dividing (i) the sum (without duplication) of the Net Outstanding Balances of Pool Receivables that (a) were Defaulted Receivables as of the Cutoff Date, and (b) were not Defaulted Receivables as of the previous Cutoff Date, and (c) were Eligible Receivables on at least one day during the Calculation Period by (ii) the Eligible Sales during the Loss Horizon Lookback Period.

“Defaulted Receivable” means a Receivable:

(i) as to which any payment, or part thereof, remains unpaid for at least ninety-one (91) days from the original due date, or, if applicable, the adjusted due date, provided that any such adjustments are consistent with the Credit and Collection Policy therefor;

(ii) as to which the Obligor thereof or any other Person obligated thereon or owning any Related Security in respect thereof has taken any action, or suffered any event to occur, of the type described in paragraph (g) of Exhibit V to the Agreement; or

(iii) which has been, or, consistent with the Credit and Collection Policy, which should be, written off as uncollectible.

“Deferred Purchase Price” has the meaning set forth in Section 1.4(c) of the Agreement.

“Delinquent Receivable” means a Receivable which is not a Defaulted Receivable and:

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(i) as to which any payment, or part thereof, remains unpaid for at least 61 days from the original due date therefor; or

(ii) which, consistent with the Credit and Collection Policy, would be classified as delinquent.

“Dilution” means any non-cash credit granted to an Obligor for the purpose of reducing or canceling the Net Outstanding Balance of any Eligible Receivable of such Obligor, except to the extent that such credit is offset by the sale or contribution of an Eligible Receivable(s) to the Seller pursuant to the Purchase and Sale Agreement, as part of a transfer, cancellation (of invoice, not product), replacement (of invoice, not product), correction, or any artifact of A/R tracking, or as part of a buyback/resell arrangement between such Obligor and the applicable Originator.

“Dilution Component” means, for any day, the product of (i) the average of the Dilution Ratios for the twelve most recent Calculation Periods and (ii) the Dilution Horizon Ratio.

“Dilution Horizon” means the number one (1).

“Dilution Horizon Calculation Period” means, for any day, a number, equal to the Dilution Horizon, of consecutive Calculation Periods ending with the Cutoff Date.

“Dilution Horizon Lookback Period” means, for any day, the Calculation Period preceding the Calculation Period containing the Cutoff Date by a number, equal to the Dilution Horizon, of Calculation Periods.

“Dilution Horizon Ratio” means, for any Settlement Date (and any subsequent date until the following Settlement Date), the result of (i) the Eligible Sales during the Dilution Horizon Calculation Period, divided by (ii) the Net Eligible Pool Balance as of such date.

“Dilution Ratio” means, for any day, the ratio computed as of the Cutoff Date by dividing:  (a) the Eligible Dilution during the Calculation Period by (b) the Eligible Sales during the Dilution Horizon Lookback Period.

“Dilution Reserve Percentage” means, on any Settlement Date (and any subsequent date until the following Settlement Date), the product of (i) the Dilution Horizon Ratio multiplied by (ii) the sum of (x) the Dilution Reserve Stress Factor times the average of the Dilution Ratios for the twelve most recent Calculation Periods and (y) the Spike Factor.

“Dilution Reserve Stress Factor” means the number two (2).

“Discount” means:

(i) for any Portion of Capital for any Discount Accrual Period to the extent the Purchaser is funding such Portion of Capital through the issuance of Notes,

{CPR x I x (ED/360)} + TF

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(ii) for any Portion of Capital for any Discount Accrual Period to the extent the Purchaser is funding such Portion of Capital pursuant to the Liquidity Agreement or other than through the issuance of Notes,

{BR x I x (ED/Year)}+ TF

where:

BR	=	the Bank Rate for the Portion of Capital for such Discount Accrual Period
I	=	the Portion of Capital for such Discount Accrual Period
CPR	=	the CP Rate for the Portion of Capital for such Discount Accrual Period
ED	=	the actual number of days during such Discount Accrual Period
Year	=	if such Portion of Capital is funded based upon: (i) the Eurodollar Rate, three hundred sixty (360) days, and (ii) the Base Rate, three hundred sixty-five (365) or three hundred sixty-six (366) days, as applicable
TF	=	the Termination Fee, if any, for the Portion of Capital for such Discount Accrual Period

provided, however, that no provision of the Agreement shall require the payment or permit the collection of Discount in excess of the maximum permitted by applicable law; and provided, further, that Discount for the Portion of Capital shall not be considered paid by any distribution to the extent that at any time all or a portion of such distribution is rescinded or must otherwise be returned for any reason.

“Discount Accrual Period” means, with respect to each Portion of Capital:

(a)           initially the period commencing on the Investment Date of the related Investment and ending the last day of the calendar month in which such Investment Date occurred; and

(b)           thereafter, each calendar month;

provided, however, that on and after the Facility Termination Date, the Agent may, from time to time and in its sole discretion, select any shorter or longer Discount Accrual Period for any Portion of Capital (including a period of one day).

“Discount Reserve” at any time means the sum of (i) the Termination Discount at such time, and (ii) the then accrued and unpaid Discount.

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“Dividends” means any dividend or distribution (in cash or obligations) on any of the Seller’s membership or other equity interests or any warrants, options or other rights with respect to any of the Seller’s membership or other equity interests.

“Eligible Dilution” means, for any Calculation Period, the sum of all Variable Dilutions occurring during the Calculation Period except to the extent that such credits have been applied to any Obligor in excess of the amount of any Net Outstanding Balances owed on Eligible Receivables for any such Obligor.

“Eligible Receivables” means, at any time, Receivables:

(i)              the Obligor of which is a resident of either (a) the United States, or (b) Canada (excluding the province of Quebec);

(ii)             the Obligor of which is not, nor has at any time during the life of such Receivable been, subject to any bankruptcy, insolvency or any other action, circumstance or proceeding of the type described in paragraph (g) of Exhibit V to the Agreement;

(iii)            the Obligor of which is not an Affiliate of Manitowoc or any Affiliate of Manitowoc;

(iv)            which are denominated and payable only in U.S. dollars in the United States;

(v)             which have a stated maturity; and the invoice relating thereto has been sent to the related Obligor;

(vi)            which arise under a Contract which is in full force and effect and which is a legal, valid and binding obligation of the related Obligor, enforceable against such Obligor in accordance with its terms and which contains an obligation to pay a specified amount of money, and, without limiting the foregoing, such Receivables (A) constitute legal, valid, binding and irrevocable payment obligations of the related Obligor, enforceable against such Obligor in accordance with their terms and (B) have not been terminated (according to the Servicer’s records) and whose termination is not pending;

(vii)           which were created in compliance with all laws, rulings and regulations applicable to the transactions under which such Receivables were generated;

(viii)          which conform with all applicable laws, rulings and regulations in effect; which are not the subject of any dispute, offset, hold back defense, Adverse Claim, counterclaim, warranty claim or other claim or defense (including as a result of any liability of the applicable Originator to any such Obligor that is also a supplier to such Originator); and which do not arise from the sale of inventory which is subject to any Adverse Claim;

(ix)             which were created in accordance with, and which comply with, the requirements of the Credit and Collection Policy;

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(x)              which arise from the sale and delivery of goods or services in the ordinary course of business of the Crane Business or the Foodservice Business of an Originator;

(xi)             which do not require the consent of the related Obligor to be sold, transferred or assigned, under the related Contract or otherwise, and the Contract relating thereto does not contain any provision that restricts the ability of the Purchaser or the Agent to exercise rights thereunder or under the Transaction Documents, except in each case as consented to or waived by the related Obligor pursuant to a written consent or waiver in form and in substance satisfactory to the Agent;

(xii)            which have not been modified, extended, renegotiated or restructured since their creation in any way not provided for in the Credit and Collection Policy;

(xiii)           in which the Seller owns good and valid title, free and clear of any Adverse Claim, and which are freely assignable by the Seller;

(xiv)          for which the Purchaser shall have a valid and enforceable first priority perfected ownership or security interest therein and in the Related Security and Collections with respect thereto, in each case free and clear of any Adverse Claim;

(xv)           which constitute accounts as defined in the UCC, and which are not evidenced by instruments or chattel paper as defined in the UCC;

(xvi)          which are not Defaulted Receivables and which, on the date of purchase of such Receivables by the Seller, are not Delinquent Receivables;

(xvii)         which are not Receivables in any Parent Obligor Pool where the aggregate Outstanding Balance of all Defaulted Receivables in such Parent Obligor Pool exceeds thirty-five percent (35%) of the aggregate Outstanding Balance of all Receivables in such Parent Obligor Pool;

(xviii)        which are accounts receivable representing all or part of the sales price of merchandise, insurance or services within the meaning of Section 3(c)(5) of the Investment Company Act of 1940, as amended, and are “eligible assets” as defined in Rule 3a-7 under such Act;

(xix)           the Originator of which (A) is not in default in any material respect under the terms of the related Contract from which such Receivable arose, (B) is wholly-owned by Manitowoc and (C) is not Manitowoc FSG Holdings, Inc.;

(xx)            that represent amounts earned and payable by the related Obligor and that are not subject to the performance of additional services or to the delivery of additional goods by the Originator thereof;

(xxi)           which have not been disqualified by the Agent, Purchaser or the rating agencies rating the Purchaser’s commercial paper for any other reason;

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(xxii)          for which the Obligor has been directed to make all payments to a Lock-Box Account which is subject to a Lock-Box Agreement;

(xxiii)         which are not “bill and hold” Receivables, unless (A) the applicable Originator has received a letter from the applicable Obligor identifying the goods relating to such Receivables and stating that such Obligor accepts such goods, (B) such goods have been placed in a gated area on the premises of such Originator that does not contain any goods owned by such Originator and (C) such Originator has fulfilled all of its obligations under the applicable Contract with respect to such goods and such Receivables (and, without limiting the generality of the foregoing, such Originator has no delivery obligation with respect to such goods);

(xxiv)         which are not payable in installments; and

(xxv)          for which the related goods have been shipped to the applicable Obligor and for which the related services have been performed.

“Eligible Sales” means, for any Calculation Period, the sum of the Net Outstanding Balances of all Pool Receivables that were originated during or prior to the Calculation Period and were Eligible Receivables at any time during the Calculation Period but were not Eligible Receivables during any previous Calculation Period.

“Eligible Unapplied Cash and Credits” means the sum of (i) all cash and non-cash credits not applied to any Obligor, and the sum of (ii) for each Obligor, the smaller of (a) the sum of all cash and non-cash credits applied to such Obligor but not yet applied to any particular Receivable, or (b) the sum of the Net Outstanding Balance of all Eligible Receivables for which such Obligor is the Obligor.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute of similar import, together with the regulations thereunder, in each case as in effect from time to time.  References to sections of ERISA also refer to any successor sections.

“ERISA Affiliate” means with respect to any Person, at any time, each trade or business (whether or not incorporated) that would, at the time, be treated together with such Person as a single employer under Section 4001 of ERISA or Sections 414(b), (c), (m) or (o) of the Code.

“Eurodollar Rate” means, for any Discount Accrual Period, an interest rate per annum (rounded upward to the nearest 1/100th of 1%) determined pursuant to the following formula:

Eurodollar Rate	=	LIBOR
		1.00 - Eurodollar Reserve Percentage
Where:

“Eurodollar Reserve Percentage” means, for any Discount Accrual Period, the maximum reserve percentage (expressed as a decimal, rounded upward to the nearest 1/100th of 1%) in effect with respect to any Program Support Provider on the date LIBOR for such

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Discount Accrual Period is determined under regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to “Eurocurrency” funding (currently referred to as “Eurocurrency liabilities”) having a term comparable to such Discount Accrual Period.

“Excess Concentration” means, for any Parent Obligor Pool, the amount by which the sum of the Net Outstanding Balances, or portions thereof, of the Eligible Receivables in such Parent Obligor Pool exceeds an amount equal to:  (a) the Concentration Percentage for such Parent Obligor multiplied by (b) the Outstanding Balance of all Receivables then in the Receivables Pool.

“Excluded Receivable” means a Receivable (a) the Obligor of which is a resident of Quebec, Canada, (b) the Obligor of which is a resident of any country other than Canada or the United States, or (c) the Obligor of which is the United States Federal Government; provided that the determination as to whether a Receivable is an Excluded Receivable shall be made only at the time that such Receivable was transferred to the Seller pursuant to the Purchase and Sale Agreement.

“Facility Termination Date” means the earliest of (a) the fifth anniversary of the Closing Date, (b) the declaration or occurrence of the Facility Termination Date pursuant to Section 2.2 of the Agreement, (c) the Purchase and Sale Termination Date, and (d) the current scheduled termination date of the commitments of the Liquidity Banks under the Liquidity Agreement with respect to this Agreement.

“Federal Funds Rate” means, for any period, the per annum rate set forth in the weekly statistical release designated as H.15(519), or any successor publication, published by the Federal Reserve Board (including any such successor, “H.15(519)”) for such day opposite the caption “Federal Funds (Effective)”.  If on any relevant day such rate is not yet published in H.15(519), the rate for such day will be the rate set forth in the daily statistical release designated as the Composite 3:30 p.m. Quotations for U.S. Government Securities, or any successor publication, published by the Federal Reserve Bank of New York (including any such successor, the “Composite 3:30 p.m. Quotation”) for such day under the caption “Federal Funds Effective Rate.”  If on any relevant day the appropriate rate for such previous day is not yet published in either H.15(519) or the Composite 3:30 p.m. Quotations, the rate for such day will be the arithmetic mean as determined by the Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York time) on that day by each of three leading brokers of Federal funds transactions in New York City selected by the Agent.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System, or any entity succeeding to any of its principal functions.

“Fee Letter” has the meaning set forth in Section 1.5 of the Agreement.

“Finacity” means Finacity Corporation, a Delaware corporation.

“Final Payout Date” means the date following the Facility Termination Date on which (i) the Investment Limit has been reduced to zero ($0), (ii) no Capital or Discount remains

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outstanding and (iii) all other amounts then due and payable by the Originators, the Seller or the Servicer to the Purchaser, the Agent or any other Indemnified Party or Affected Person under the Transaction Documents (including, without limitation, all Original Agreement Outstanding Amounts) have been paid in full.

“Foodservice Business” means the Foodservice business segment as described in Part 1, Item I of Form 10-K filed by Manitowoc with the United States Securities and Exchange Commission for the fiscal year ended December 31, 2009.

“GAAP” means generally accepted accounting principles in the United States.

“Governmental Authority” means any nation or government, any state, municipal or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any body or entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, any court or arbitrator, and any accounting board or authority (whether or not a part of government) which is responsible for the establishment or interpretation of national or international accounting principles, in each case whether foreign or domestic.  Without limiting the foregoing, Governmental Authority shall include any Person owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

“Group A Obligor” means any Obligor that has a short-term rating of at least: (a) “A-1” by S&P, or if such Obligor does not have a short-term rating from S&P,  a rating of “AA-” or better by S&P on its long-term senior unsecured and uncredit-enhanced debt securities, and (b) “P-1” by Moody’s, or if such Obligor does not have a short-term rating from Moody’s, “Aa3”or better by Moody’s on its long-term senior unsecured and uncredit-enhanced debt securities; provided that if an Obligor is not rated by S&P but is rated by Moody’s, then such Obligor shall be deemed to be a Group D Obligor, and if an Obligor is not rated by Moody’s but is rated by S&P, then such Obligor shall be deemed to be a Group D Obligor.

“Group B Obligor” means any Obligor that is not a Group A Obligor, and has a short-term rating of at least:  (a) “A-2” by S&P, or if such Obligor does not have a short-term rating from S&P, a rating of  “A-” or better by S&P on its long-term senior unsecured and uncredit-enhanced debt securities, and (b) “P-2” by Moody’s, or if such Obligor does not have a short-term rating from Moody’s, “A3” or better by Moody’s on its long-term senior unsecured and uncredit-enhanced debt securities; provided that if an Obligor is not rated by S&P but is rated by Moody’s, then such Obligor shall be deemed to be a Group D Obligor, and if an Obligor is not rated by Moody’s but is rated by S&P, then such Obligor shall be deemed to be a Group D Obligor.

“Group C Obligor” means any Obligor that is neither a Group A Obligor nor a Group B Obligor, and has a short-term rating of at least:  (a) “A-3” by S&P, or if such Obligor does not have a short-term rating from S&P, a rating of “BBB-” or better by S&P on its long-term senior unsecured and uncredit-enhanced debt securities, and (b) “P-3” by Moody’s, or if such Obligor does not have a short-term rating from Moody’s, “Baa3” or better by Moody’s on its long-term senior unsecured and uncredit-enhanced debt securities; provided that if an Obligor is not rated by S&P but is rated by Moody’s, then such Obligor shall be deemed to be a Group D Obligor,

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and if an Obligor is not rated by Moody’s but is rated by S&P, then such Obligor shall be deemed to be a Group D Obligor.

“Group D Obligor” means any Obligor that is not a Group A Obligor, nor a Group B Obligor, nor a Group C Obligor.

“Indemnified Amounts” has the meaning set forth in Section 3.1 of the Agreement.

“Indemnified Party” has the meaning set forth in Section 3.1 of the Agreement.

“Insolvency Proceeding” means (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidations, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case (a) and (b) undertaken under U.S. Federal, state or foreign law, including the Bankruptcy Code.

“Intercreditor Agreement” means the Seventh Amended and Restated Intercreditor Agreement, dated as of June 30, 2010, among Manitowoc, the Originators, the Seller, the Agent and JPMorgan Chase Bank, N.A., as the same may be amended, supplemented or otherwise modified from time to time.

“Investment” has the meaning set forth in Section 1.4(a) of the Agreement.

“Investment Date” means the date on which an Investment or a Reinvestment is made pursuant to the Agreement.

“Investment Limit” means the lesser of (i) one hundred twenty-five million dollars ($125,000,000), as such amount may be reduced pursuant to Section 1.1(b) of the Agreement and (ii) the aggregate of the commitments, if any, of all then existing Liquidity Banks under the Liquidity Agreement relating to this Agreement.  References to the unused portion of the Investment Limit means, at any time, the Investment Limit minus the aggregate then outstanding Capital.

“Investment Notice” has the meaning set forth in Section 1.2(a) of the Agreement.

“Joinder Agreement” means a joinder agreement entered into by the Seller and a Person becoming an Originator pursuant to Section 4.3 of the Purchase and Sale Agreement.

“LIBOR” means the rate of interest per annum (i) for deposits in U.S. dollars for a period equal to such Discount Accrual Period which appears on Dow Jones Markets Service (formerly known as Telerate) display page 3750 (or any successor or alternative service or display page providing London interbank market offered rates for U.S. dollars quoted by the BBA reasonably selected by the Liquidity Agent) or (ii) if such rate is not published or available as contemplated by clause (i) above, determined by the Liquidity Agent to be the arithmetic mean (rounded upward, if necessary, to the nearest 1/100th of 1%) of the rates of interest per annum notified to the Liquidity Agent as the rate of interest at which dollar deposits in the approximate amount of the Capital associated with such Discount Accrual Period would be offered to major banks in the

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London interbank market at their request, in each case at or about 11:00 a.m. (London time) on the second Business Day prior to the commencement of such Discount Accrual Period.

“Lien” means, with respect to any Property, any mortgage, lien, pledge, claim, charge, security interest or encumbrance of any kind, any other type of preferential arrangement in respect of such Property having the effect of a security interest or any filing consented to by any Company of any financing statement under the UCC or any other similar notice of Lien under any similar notice or recording statute of any Governmental Authority consented to by any Company, including any easement, right-of-way or other encumbrance on title to Real Property, and any agreement to give any of the foregoing.

“Liquidity Agent” means NORD/LB in its capacity as Liquidity Agent pursuant to the Liquidity Agreement.

“Liquidity Agreement” means that certain Amended and Restated Liquidity Asset Purchase Agreement, dated as of June 30, 2010 entered into among the Purchaser and the other parties thereto, as amended, amended and restated, supplemented or otherwise modified from time to time.

“Liquidity Bank” has the meaning set forth in Section 5.3(b) of the Agreement.

“Lock-Box Account” means each account maintained at a bank or other financial institution for the purpose of receiving Collections.

“Lock-Box Agreement” means an agreement, in form and substance satisfactory to the Agent, among an Originator, the Seller, a Lock-Box Bank, and the Agent and such other Persons as may be acceptable to the Agent.

“Lock-Box Bank” means any of the banks or other financial institutions holding one or more Lock-Box Accounts.

“Loss Horizon” means the number four (4).

“Loss Horizon Lookback Period” means, for any day, the Calculation Period preceding the Calculation Period containing the Cutoff Date by a number, equal to the Loss Horizon, of Calculation Periods.

“Loss Horizon Ratio” means, for any Settlement Date (and any subsequent date until the following Settlement Date), the result of (i) the Eligible Sales during the Default Horizon Calculation Period, divided by (ii) the Net Eligible Pool Balance as of such date.

“Loss Reserve Percentage” means, on any Settlement Date (and any subsequent date until the following Settlement Date), the result of (i) the Loss Reserve Stress Factor times (ii) the highest average of the Default Ratios for any three consecutive Calculation Periods from among the twelve most recent such averages prior to such Settlement Date, multiplied by (iii) the Loss Horizon Ratio.

“Loss Reserve Stress Factor” means the number two (2).

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“M&T” means Manufacturers and Traders Trust Company.

“M&T Account” means an account of Grove U.S. L.L.C. held at M&T and identified in Schedule II to the Agreement.

“M&T Account Collections” means Collections received in or deposited in the M&T Account.

“Manitowoc” has the meaning set forth in the preamble to the Agreement.

“Material Adverse Effect” means, with respect to any event or circumstance and any Person, a material adverse effect on:

(a)           the business, operations, assets, financial condition or other condition of the Seller, any Originator or the Servicer;

(b)           the ability of the Seller, any Originator or the Servicer (if it is Manitowoc or an Affiliate of Manitowoc) to perform its obligations under the Transaction Documents to which it is a party or the performance of any such obligations;

(c)           the validity or enforceability of any portion of, or collectibility of amounts payable under, the Agreement or any other Transaction Document;

(d)           the rights and remedies of the Purchaser, the Agent, any Program Support Provider or any of their respective Affiliates under the Agreement or any other Transaction Document;

(e)           the status, existence, perfection, priority or enforceability of the Seller’s or Purchaser’s interest in the Pool Receivables, Contracts, or Related Security; or

(f)            the validity, enforceability or collectibility of a material portion of the Pool Receivables.

“Monthly Report” means a report, in substantially the form of Annex C hereto, furnished by the Servicer to the Agent pursuant to paragraph (l)(iii) and (l)(iv) of Exhibit IV to the Agreement.

“Monthly Reporting Date” means the Business Day immediately following the 14th calendar day of each calendar month.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Eligible Pool” means, on any date of calculation, a set, determined by the Servicer of Eligible Receivables (or portions thereof) then in the Receivables Pool, provided that such set has (a) no Excess Concentrations, and (b) no Receivables due more than sixty (60) days thereafter.

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“Net Eligible Pool Balance” means, at any time, (a) the sum of the Net Outstanding Balances of the Receivables in the Net Eligible Pool minus (b) the sum of (i) Eligible Unapplied Cash and Credits, (ii) the amount by which (A) the sum of the Net Outstanding Balances of the Receivables in the Net Eligible Pool having due dates that have been adjusted and that have been outstanding for more than ninety (90) days from their original due dates, exceeds (B) an amount equal to five percent (5%) of the Net Outstanding Balances of the Receivables in the Net Eligible Pool, (iii) the amount by which (A) the sum of the Net Outstanding Balances of the Receivables in the Net Eligible Pool for which the Obligors are Governmental Authorities (excluding the United States Federal Government) exceeds (B) an amount equal to five percent (5%) of the Net Outstanding Balances of the Receivables in the Net Eligible Pool, and (iv) the amount by which (A) the sum of the Net Outstanding Balances of the Receivables in the Net Eligible Pool for which the Obligors are residents of Canada exceeds (B) an amount equal to five percent (5%) of the Net Outstanding Balances of the Receivables in the Net Eligible Pool.

“Net Outstanding Balance” means, for any Receivable, at any time, (i) the Outstanding Balance of such Receivable reduced by the amount of any and all available, unused discounts or credits relating to such Receivable, provided that the result is greater than zero, or (ii) zero, otherwise.

“NORD/LB” is defined in the preamble to the Agreement.

“Note Issuer” means (a) the Purchaser, (b) any Affiliate of the Purchaser, (c) any Liquidity Bank, (d) any other Program Support Provider, or (e) any Person which is (x) in the business of issuing Notes and (y) associated with or administered by the Agent or any Affiliate of the Agent.

“Notes” means with regard to this Agreement, short-term promissory notes issued or to be issued by any Note Issuer to fund its investments in accounts receivable or other financial assets.

“Obligor” means, with respect to any Receivable, the Person obligated to make payments pursuant to the Contract relating to such Receivable.

“Originators” means each of the Persons from time to time party to the Purchase and Sale Agreement as “Originators” (including Persons that become a party to the Purchase and Sale Agreement as “Originators” pursuant to a Joinder Agreement).

“Original Agreement” has the meaning set forth in the preamble to the Agreement.

“Original Agreement Outstanding Amounts” has the meaning set forth in the preamble to the Agreement.

“Outstanding Balance” of any Receivable at any time means the then outstanding principal balance thereof.

“Parent Obligor” means any Obligor so designated by the Servicer; provided  that each Obligor must be either a Parent Obligor or an Affiliate Obligor but not both.

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“Parent Obligor Pool” means, for any Parent Obligor, all Receivables in the Receivables Pool owed either by such Parent Obligor or by any Affiliate Obligor of such Parent Obligor.

“Payment Date” is defined in Section 2.2 of the Purchase and Sale Agreement.

“Permitted Investments” means with respect to any of the funds in the Lock-Box Accounts or the Collection Account which are invested, (a) certificates of deposit that are not represented by instruments, have a maturity of one week or less and are issued by the Collection Account Bank (with respect to the investment of funds in the Collection Account) or NORD/LB, in either case issued by an institution having a rating no lower than the respective ratings assigned by each of the Rating Agencies to the Notes, (b) direct obligations of the United States of America, or of any agency thereof, or obligations guaranteed as to principal and interest by the United States of America, or by any agency thereof, in either case maturing not more than sixty (60) days from the date of acquisition thereof by such Person, (c) time deposits, certificates of deposit or bankers’ acceptances (including Eurodollar deposits) issued by any bank or trust company organized under the laws of the United States of America or any state thereof and having capital, surplus and undivided profits of at least five hundred million dollars ($500,000,000) and a deposit rating of A/A-1 or better by S&P and A2/P-1 or better by Moody’s, (d) commercial paper rated A-1 or better by S&P and P-1 or better by Moody’s maturing not more than sixty (60) days from the date of acquisition thereof by such Person, (e) repurchase obligations with a term of not more than thirty (30) days for underlying securities of the types described in clause (c) above, (f) securities with maturities of sixty (60) days or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least A by S&P and A by Moody’s, or (g) money market mutual funds that invest primarily in the foregoing items, such funds coming from an institution having a rating no lower than the respective ratings assigned by each of the Rating Agencies to the Notes; provided, however, that the Agent (on behalf of the Purchaser) may, from time to time, upon three (3) Business Days’ prior written notice to the Servicer, remove from the scope of “Permitted Investments” certificates of deposit of any such bank(s) and specify to be within such scope, certificates of deposit of any other bank that has a rating of at least A-1 by S&P and P-1 by Moody’s.

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity, or a government or any political subdivision or agency thereof.

“Pool Assets” has the meaning set forth in Section 1.4(e) of the Agreement.

“Pool Receivable” means a Receivable in the Receivables Pool.

“Portion of Capital” means each portion of the Capital pursuant to which the Discount with respect thereto is calculated by reference to a different interest rate.

“Prime Rate” is defined in the Purchase and Sale Agreement.

“Program Support Provider” means and includes any Liquidity Bank and any other or additional Person (other than any customer of the Purchaser) now or hereafter extending credit or having a commitment to extend credit to or for the account of, or to make purchases from, the

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Purchaser or issuing a letter of credit, surety bond or other instrument to support any obligations arising under or in connection with the Purchaser’s securitization program.

“Program Support Agreement” means and includes the Liquidity Agreement and any other agreement entered into by any Program Support Provider providing for the issuance of one or more letters of credit for the account of the Purchaser, the issuance of one or more surety bonds for which the Purchaser is obligated to reimburse the applicable Program Support Provider for any drawings thereunder, the sale by the Purchaser to any Program Support Provider of the Purchased Assets (or portions thereof or interests therein, including participation interests) and/or the making of loans and/or other extensions of credit to the Purchaser in connection with the Purchaser’s securitization program, together with any letter of credit, surety bond or other instrument issued thereunder.

“Property” means any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible and including ownership interests of any Person.

“Purchase and Sale Agreement” means the Second Amended and Restated Purchase and Sale Agreement, dated as of June 30, 2010, among the Originators and the Seller, as the same may be modified, supplemented, amended and amended and restated from time to time in accordance with the Agreement and the Purchase and Sale Agreement.

“Purchase and Sale Termination Date” is defined in Section 1.4 of the Purchase and Sale Agreement.

“Purchase and Sale Termination Event” is defined in Section 8.1 of the Purchase and Sale Agreement.

“Purchase Price” is defined in Section 2.2 of the Purchase and Sale Agreement.

“Purchase Report” is defined in Section 2.1 the Purchase and Sale Agreement.

“Purchased Assets” has the meaning set forth in Section 1.3(b) of the Agreement.

“Purchased Assets Coverage Percentage” means, at any time, a fraction, expressed as a percentage and calculated pursuant to the following formula:

C + TR + DR + SFR + CFR
NEPB + AC

where:

C	=	the aggregate outstanding Capital at such time.
TR	=	the Total Reserve as of two (2) Business Days prior to the date of computation.
DR	=	the Discount Reserve at such time.

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SFR	=	the Servicing Fee Reserve at such time.
CFR	=	the Commitment Fee Reserve at such time.
NEPB	=	the Net Eligible Pool Balance as of two (2) Business Days prior to the date of computation.
AC	=	Cash in the Collection Account as of the close of business two (2) Business Days prior to the date of computation, solely to the extent that such cash, if representing Collections, has been applied to reduce the Net Eligible Pool Balance included in such calculation.

The Purchased Assets Coverage Percentage shall be determined from time to time pursuant to the provisions of Section 1.5 of the Agreement.

“Purchaser” has the meaning set forth in the preamble to the Agreement.

“Purchaser’s Account” means the account (account number 507-944941) of the Purchaser maintained at the office of JPMorgan Chase Bank in New York, New York (ABA# 021-000-021), or such other account as may be so designated in writing by the Agent to the Seller and the Servicer.

“Rate Variance Factor” means two (2); provided, that the “Rate Variance Factor” may be changed from time to time by the Agent (if such change is necessary or desirable in the reasonable credit judgment of the Agent) upon at least five Business Days’ prior written notice to the Servicer; provided, further, that the Agent may not decrease the “Rate Variance Factor” below two (2) without the prior written consent of each Rating Agency.

“Rating Agencies” means Moody’s and S&P.

“Receivable” means any indebtedness and other obligations owed to an Originator or the Seller or any right of any Originator or the Seller to payment from or on behalf of an Obligor, whether constituting an account, chattel paper, instrument or general intangible, arising in connection with the sale of goods or the rendering of services by any Originator relating to the cranes and related products business or the foodservice and related products business of such Originator, and includes, without limitation, the obligation to pay any finance charges, fees and other charges with respect thereto.  Indebtedness and other obligations arising from any one transaction, including, without limitation, indebtedness and other obligations represented by an individual invoice or agreement, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other obligations arising from any other transaction.

“Receivables Pool” means at any time all of the then outstanding Receivables in which the Seller has an interest (and, for avoidance of doubt, shall not include the Excluded Receivables).

“Reinvestment” has the meaning set forth in Section 1.4(b) of the Agreement.

“Related Rights” is defined in Section 1.1 of the Purchase and Sale Agreement.

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“Related Security” means, with respect to any Receivable:

(a)           all of the Seller’s and any Originator’s interest in any goods (including returned goods), and documentation or title evidencing the shipment or storage of any goods (including returned goods), relating to any sale giving rise to such Receivable;

(b)           all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all UCC financing statements or similar filings relating thereto; and

(c)           all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable whether pursuant to the Contract related to such Receivable or otherwise.

“Remaining Maturity” means, for any day, for any Receivable in the Receivables Pool, (i) if such Receivable is a Defaulted Receivable, the number zero, or (ii) otherwise, the lesser of (a) the number of days until such Receivable would become a Defaulted Receivable if it remained unpaid and (b) one hundred fifty (150).

“Requirement of Law” means as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

“Responsible Officer” means the Chief Executive Officer of the Seller or the Servicer, as the case may be, or the President of the Seller or the Servicer, as the case may be, or, with respect to financial matters, the Chief Financial Officer of Manitowoc, any Vice President-Finance or Treasurer (or an equivalent officer); it being understood, that for purposes of this definition if the Seller or Servicer, as applicable, does not have or no longer has an officer with one of the titles set forth above, a “Responsible Officer” for purposes of this Agreement and the other Transaction Documents shall be the officer or officers of the Seller or Servicer, as applicable, designated to perform the duties of the officers described above.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.

“Seller” has the meaning set forth in the preamble to the Agreement.

“Servicer” has the meaning set forth in the preamble to the Agreement.

“Servicer Default” means any of the following:

(a)           the Servicer shall fail to make when due any payment or deposit to be made by it under the Agreement or any other Transaction Document and such failure shall continue unremedied for two Business Days; or

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(b)           Manitowoc (or any Affiliate thereof) shall fail to transfer to any successor Servicer when required any rights, pursuant to the Agreement, which Manitowoc (or such Affiliate) then has as Servicer; or

(c)           Any representation or warranty or certification made or deemed made by the Servicer (or any of its officers) under or in connection with the Agreement or any other Transaction Document or any information or report delivered by the Servicer pursuant to the Agreement shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered; or

(d)           The Servicer shall fail to perform or observe any of the covenants set forth in clause (s) (Financial Covenants) of Exhibit IV to the Agreement; or

(e)           The Servicer shall fail to perform or observe any other term, covenant or agreement contained in the Agreement or any other Transaction Document on its part to be performed or observed and any such failure shall remain unremedied for thirty (30) days after the Servicer has notice or knowledge thereof (or, with respect to a failure to deliver the Monthly Report pursuant to the Agreement or the daily report pursuant to Section 4.2(b) of the Agreement, such failure shall remain unremedied for two (2) Business Days); or

(f)            The Servicer shall fail to pay any principal of or premium or interest on any of its Debt which is outstanding in a principal amount of at least ten million dollars ($10,000,000) in the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement, mortgage, indenture or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement, mortgage, indenture or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement, mortgage, indenture or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or

(g)           The Servicer shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally as such debts become due, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Servicer seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, receivership, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either (a) such proceeding shall remain undismissed or unstayed for a period of sixty (60) days, or (b) in any such proceeding, there is entered an

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order for relief against, or there is appointed a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property; or the Servicer shall take any corporate action to authorize any of the actions set forth above in this paragraph (i); or

(h)           In the judgment of the Agent, there shall have occurred a material adverse change in (x) the ability of the Servicer to adequately service the Receivables or (y) the ability of the Purchaser to enforce or otherwise realize upon its interest in the Receivables, the Related Security or the Collections.

“Servicing Fee” means the fee referred to in Section 4.6 of the Agreement.

“Servicing Fee Reserve” at any time means the sum of (i) the unpaid Servicing Fee accrued to such time, plus (ii) an amount equal to (a) the aggregate Outstanding Balance of Pool Receivables at the time of computation multiplied by (b) the product of (x) one percent (1%) and (y) a fraction having two (2) times the Days Sales Outstanding as its numerator and three hundred sixty (360) as its denominator.

“Settlement Date” means the second (2nd) Business Day following each Monthly Reporting Date.

“Solvent” means, with respect to any Person at any time, a condition under which:

(i)              the fair value and present fair saleable value of such Person’s total assets is, on the date of determination, greater than such Person’s total liabilities (including contingent and unliquidated liabilities) at such time;

(ii)             the fair value and present fair saleable value of such Person’s assets is greater than the amount that will be required to pay such Person’s probable liability on its existing debts as they become absolute and matured (“debts,” for this purpose, includes all legal liabilities, whether matured or unmatured, liquidated or unliquidated, absolute, fixed, or contingent);

(iii)            such Person is and shall continue to be able to pay all of its liabilities as such liabilities mature; and

(iv)            such Person does not have unreasonably small capital with which to engage in its current and in its anticipated business.

For purposes of this definition:

(A)          the amount of a Person’s contingent or unliquidated liabilities at any time shall be that amount which, in light of all the facts and circumstances then existing, represents the amount which can reasonably be expected to become an actual or matured liability;

(B)           the “fair value” of an asset shall be the amount which may be realized within a reasonable time either through collection or sale of such asset at its regular market value;

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(C)           the “regular market value” of an asset shall be the amount which a capable and diligent business person could obtain for such asset from an interested buyer who is willing to Purchase such asset under ordinary selling conditions; and

(D)          the “present fair saleable value” of an asset means the amount which can be obtained if such asset is sold with reasonable promptness in an arm’s-length transaction in an existing and not theoretical market.

“Spike Factor” means on any Settlement Date (and any subsequent date until the following Settlement Date), the product of (i) the excess, if any, of (a) the highest Dilution Ratio for any Calculation Period during the twelve most recent Calculation Periods over (b) the arithmetic average of the Dilution Ratios for such twelve months, times (ii)(a) the highest Dilution Ratio for any Calculation Period during the twelve most recent Calculation Periods, divided by (b) the arithmetic average of the Dilution Ratios for such twelve months.

“Stated Termination Date” means the then current scheduled termination date of the commitments of the Liquidity Banks under the Liquidity Agreement, as such date may be extended from time to time in the sole discretion of the Liquidity Banks.

“Sub-Servicer” shall have the meaning set forth in Section 4.1(d) of the Agreement.

“Subsidiary” means, with respect to any Person, any corporation, partnership or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, partnership or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.  Unless the context clearly requires otherwise, all references to any Subsidiary means a Subsidiary of Manitowoc.

“Tangible Net Worth” means, with respect to any Person, the net worth of such Person after subtracting therefrom the aggregate amount of such Person’s intangible assets, including, without limitation, goodwill, franchises, licenses, patents, trademarks, trade names, copyrights, service marks and brand names.

“Termination Date” means the earlier of (i) the Business Day which the Seller so designates by notice to the Agent at least thirty (30) days in advance and (ii) the Facility Termination Date.

“Termination Day” means (i) each day on which the conditions set forth in Section 2 of Exhibit II to the Agreement are not satisfied and (ii) each day which occurs on or after the Termination Date.

“Termination Discount” means, on any date of determination, an amount determined pursuant to the following formula:

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C x {(COF x 1.50) + UFR} x (2 x DSO/360)

Where:
C	=	the aggregate outstanding Capital on such date
AD	=	the amount of Discount that accrues on the aggregate outstanding Capital on such date
COF	=	AD x 360
		C
DSO	=	Days Sales Outstanding on such date
UFR	=	the “Utilization Fee Rate” (as defined in the Fee Letter on such date)

“Termination Event” has the meaning specified in Exhibit V to the Agreement.

“Termination Fee” means, for any Discount Accrual Period, the amount, if any, by which (i) the additional Discount (calculated without taking into account any Termination Fee or any shortened duration of such Discount Accrual Period pursuant to clause (iii) of the definition thereof) which would have accrued during such Discount Accrual Period on the reductions of Capital relating to such Discount Accrual Period had such reductions remained as Capital, exceeds (ii) the income, if any, received by the Purchaser from the Purchaser investing the proceeds of such reductions of Capital, as determined by the Agent, which determination shall be binding and conclusive for all purposes, absent manifest error.

“Total Reserve” means (a) the greater of the Total Reserve Percentage and fifteen percent (15%) multiplied by (b) the Net Eligible Pool Balance.

“Total Reserve Percentage” means the greater of (i) the sum of (a) the Loss Reserve Percentage and (b) the Dilution Reserve Percentage or (ii) the sum of (a) the Concentration Component and (b) the Dilution Component.

“Transaction Documents” means the Agreement, the Fee Letter, the Purchase and Sale Agreement, each Company Note, the Lock-Box Agreements, the Collection Account Agreement, the Intercreditor Agreement, the Liquidity Agreement, the Bond Administration Agreement, each Joinder Agreement and all other certificates, instruments, UCC financing statements, reports, notices, agreements and documents executed or delivered under or in connection with the Agreement, in each case as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the Agreement.

“UCC” means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction.

“United States Federal Government” means the government of the United States of America, and any body or entity exercising executive, legislative, judicial, regulatory or

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administrative functions of the government of the United States of America. For avoidance of doubt, this definition includes, without limitation, agencies of the government of the United States of America that are subject to the Federal Assignment of Claims Act.

“Unmatured Purchase and Sale Termination Event” means any event which, with the giving of notice or lapse of time, or both, would become a Purchase and Sale Termination Event.

“Unmatured Termination Event” means an event which, with the giving of notice or lapse of time, or both, would constitute a Termination Event.

“Utilization Fee” has the meaning set forth in the Fee Letter.

“Utilization Fee Rate” has the meaning set forth in the Fee Letter.

“Variable Dilution” means any Dilution other than Contractual Dilution.

Other Terms.  All accounting terms not specifically defined herein shall be construed in accordance with GAAP.  All terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9.  Unless the context otherwise requires, “or” means “and/or,” and “including” (and with correlative meaning “include” and “includes”) means including without limiting the generality of any description preceding such term.

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EXHIBIT II

CONDITIONS OF INVESTMENTS AND REINVESTMENTS

1.             Conditions Precedent to Effectiveness of this Agreement.  The effectiveness of  this Agreement is subject to the following conditions precedent that the Agent shall have received on or before the Closing Date, each in form and substance (including the date thereof) satisfactory to the Agent:

(a)           Counterparts of the Agreement, the Fee Letter and the other Transaction Documents, signed by the parties thereto.

(b)           Certified copies of (i) the resolutions of the Board of Directors of each of the Seller, the Servicer and the Originators authorizing the execution, delivery, and performance by the Seller, the Servicer and the Originators of the Transaction Documents to which they are a party, (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Transaction Documents and (iii) the certificate of incorporation and by-laws (or other constituent documents) of the Seller, the Servicer and the Originators.

(c)           A certificate of the Secretary or Assistant Secretary of each of the Seller, the Servicer and the Originators certifying the names and true signatures of its officers authorized to sign the Agreement and the other Transaction Documents to which it is a party.  Until the Agent receives a subsequent incumbency certificate from the Seller, the Servicer and the Originators in form and substance satisfactory to the Agent, the Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, the Servicer and the Originators, as the case may be.

(d)           Good standing certificates with respect to the Seller, each of the Originators and the Servicer issued by the Secretaries of State (or comparable office) of the States of such Person’s organization.

(e)           UCC financing statements or amendments thereto, duly filed on or before the Closing Date under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the interests of the Purchaser contemplated by the Agreement and other Transaction Documents.

(f)            UCC financing statements, amendments thereto or termination statements, if any, necessary to release or assign to the Purchaser all ownership interests, security interests and other rights of any Person in the Receivables (other than Excluded Receivables), Contracts or Related Security previously granted by the Seller or any Originator.

(g)           Completed UCC requests for information, dated on or before the Closing Date, listing all effective financing statements filed in the jurisdictions referred to in subsection (f) above that name the Seller or any Originator as debtor, together with copies of such other financing statements (none of which shall cover any Receivables, Contracts or Related Security), and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions as the Agent may request, showing no such liens on any of the Receivables, Contracts or Related Security.

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(h)           Favorable opinions of Quarles & Brady LLP, in form and substance acceptable to the Agent, as to corporate, enforceability, UCC and such other matters (including absence of conflict with the Credit Agreement) as the Agent may reasonably request.

(i)            Favorable opinions of Quarles & Brady LLP, in form and substance acceptable to the Agent, as to true sale and non-consolidation matters.

(j)            A pro-forma Monthly Report.

(k)           Confirmation that the Amendment Fee defined in, and payable pursuant to, the Fee Letter has been paid in full.

(l)            In the event that any lender, purchaser or agent under any debt or purchase facility to which an Originator or the Servicer is a party must consent to the execution, delivery or performance of the Transaction Documents by such Originator or the Servicer, or to the consummation of any of the transactions contemplated thereby, evidence that such consent has been obtained.

(m)          Internal credit approval of NORD/LB with respect to the transactions contemplated hereby.

(n)           To the extent required by the program documents governing the Purchaser’s commercial paper program, confirmation from the Rating Agencies to the effect that the Purchaser’s entry into this Agreement will not result in a reduction of the ratings of such Notes.

(o)           Such other approvals, opinions or documents as the Agent may reasonably request.

2.             Conditions Precedent to All Investments and Reinvestments.  Each Investment (including the initial Investment, but excluding the deemed Investment made as of the Closing Date pursuant to Section 1.3(a)) and each Reinvestment shall be subject to the further conditions precedent that:

(a)           in the case of each Investment, the Agent shall have received, by the time of such Investment, in form and substance satisfactory to the Agent, (x) a completed Monthly Report with respect to the period ending on the close of business on the Business Day immediately preceding the date of the related Investment Notice and a completed Monthly Report with respect to the calendar month ended immediately prior to such Investment, and (y) all other reports and information required to be delivered under this Agreement by the Seller or the Servicer; and

(b)           on the date of such Investment or Reinvestment, as the case may be, and both immediately before and immediately after giving effect thereto, the following statements shall be true (and acceptance of the proceeds of such Investment or Reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true):

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(i)            the representations and warranties contained in Exhibit III and Exhibit VI to the Agreement are true and correct on and as of the date of such Investment or Reinvestment as though made on and as of such date;

(ii)           each of the Originators, the Servicer and the Seller shall have performed and observed all terms, covenants and agreements contained in this Agreement or any other Transaction Document on its part to be performed or observed;

(iii)          without limiting the foregoing, no event has occurred and is continuing, or would result from such Investment or Reinvestment or from the application of proceeds therefrom, that constitutes a Termination Event or an Unmatured Termination Event;

(iv)          without limiting the foregoing, the Purchased Assets Coverage Percentage shall not exceed one hundred percent (100%);

(v)           without limiting the foregoing, the Internal Revenue Service shall not have filed notice of a lien pursuant to Section 6323 of the Internal Revenue Code with regard to any asset of the Seller or any Originator, and the Pension Benefit Guaranty Corporation shall not have filed notice of a lien pursuant to Section 4068 of ERISA with regard to any assets of the Seller or any Originator, unless, in either case, such lien shall have been released prior to the date of such Investment or Reinvestment;

(vi)          the Facility Termination Date shall not have occurred; and

(vii)         after giving effect to such Investment or Reinvestment, the aggregate outstanding Capital shall not exceed the Investment Limit.

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EXHIBIT III

REPRESENTATIONS AND WARRANTIES

1.             Representations and Warranties of the Seller.  The Seller represents and warrants as follows:

(a)           The Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Nevada, and is duly qualified to do business, and is in good standing, as a foreign limited liability company in every jurisdiction where the nature of its business requires it to be so qualified if any failure to be so qualified would be reasonably likely to have a Material Adverse Effect.

(b)           The execution, delivery and performance by the Seller of the Agreement and the other Transaction Documents to which it is a party, including the Seller’s use of the proceeds of Investments, Reinvestments and the Deferred Purchase Price, (i) are within the Seller’s limited liability company powers, (ii) have been duly authorized by all necessary limited liability company action on the part of the Seller, (iii) do not contravene or result in a default under or conflict with (1) the Seller’s articles of organization or limited liability company agreement, (2) any law, rule or regulation applicable to the Seller, (3) any contractual restriction binding on or affecting the Seller or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller or its property unless, in each case,  such contravention, default or conflict could not reasonably be expected to have a Material Adverse Effect, and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties.  The Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Seller.

(c)           No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery and performance by the Seller of the Agreement or any other Transaction Document to which it is a party other than those previously obtained or UCC filings.

(d)           Each of the Agreement and the other Transaction Documents to which it is a party constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(e)           The Seller is the legal and beneficial owner of, and has good and marketable title to the Receivables purporting to be in the Receivables Pool and all Related Security with respect thereto, free and clear of any Adverse Claim. Upon each Investment or Reinvestment under the Agreement (including, without limitation, the deemed Investment occurring on the Closing Date pursuant to Section 1.3(a)), the Purchaser shall acquire a valid and enforceable perfected ownership or security interest in each Pool Receivable then existing or thereafter arising, and in the Related Security and Collections and other proceeds with respect thereto, free and clear of any Adverse Claim.  The Agreement creates a valid ownership or security interest in favor of the

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Purchaser in the Pool Assets, and the Purchaser has a first priority perfected ownership or security interest in the Pool Assets, free and clear of any Adverse Claims.  No effective financing statement or other instrument similar in effect covering any Contract or any Pool Receivable or the Related Security or Collections with respect thereto or any Lock-Box Account is on file in any recording office, except those filed in favor of the Seller and the Purchaser pursuant to this Agreement and the other Transaction Documents.

(f)            Each Monthly Report, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the Seller to the Agent or the Purchaser in connection with the Agreement is or will be accurate in all material respects as of its date or as of the date so furnished, and no such item contains or will contain any untrue statement of a material fact.

(g)           The principal place of business and chief executive office (as such terms are used in the UCC) of the Seller and the office where the Seller keeps its records concerning the Receivables are located at the address referred to in Section 1(b) of Exhibit IV.

(h)           The names and addresses of all the Lock-Box Banks, together with the account numbers of the Lock-Box Accounts at such Lock-Box Banks and any lock-boxes or post office boxes relating to such Lock-Box Accounts, are specified in Schedule II to the Agreement (except as otherwise consented by the Agent in accordance with clause (i) of Exhibit IV to the Agreement) and all such Lock-Box Accounts, lock-boxes and post office boxes are subject to Lock-Box Agreements.  All Obligors have been directed to make all payments with respect to each Contract to such a Lock-Box Account or to such a lock-box or post office box.

(i)            The Seller is not in violation of any law, rule or regulation or of any order of any court, arbitrator or Governmental Authority that could be reasonably be expected to have a Material Adverse Effect.

(j)            No proceeds of any purchase or reinvestment will be used by the Seller for any purpose that violates any applicable law, rule or regulation, including, without limitation, Regulations T, U or X of the Federal Reserve Board.

(k)           Each Receivable included in the calculation of the Net Eligible Pool Balance is an Eligible Receivable as of the date of such calculation.

(l)            No event has occurred and is continuing, or would result from any Investment or Reinvestment or from the application of the proceeds therefrom, which constitutes a Termination Event or an Unmatured Termination Event.

(m)          The Seller has complied in all material respects with the Credit and Collection Policy with regard to each Pool Receivable.

(n)           The Seller has complied with all of the terms, covenants and agreements contained in the Agreement and the other Transaction Documents.

(o)           The Seller’s complete corporate name is set forth in the preamble to the Agreement, and the Seller does not use and has not during the last five (5) years used any other

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corporate name, trade name, doing-business name or fictitious name, and except for names first used after the Closing Date and set forth in a notice delivered to the Agent pursuant to Section 1(l)(vii) of Exhibit IV.

(p)           The Seller has filed or caused to be filed all U.S. federal income tax returns and all other returns, statements, forms and reports for taxes, domestic or foreign, required to be filed by it and has paid all taxes payable by it which have become due or any assessments made against it or any of its Property and all other taxes, fees or other charges imposed on it or any of its Property by any Governmental Authority (other than those the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with generally accepted accounting principles have been provided on the books of the Seller).

(q)           The Seller is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(r)            The consolidated balance sheet of Manitowoc as at March 31, 2010, a copy of which has been furnished to the Agent, fairly presents the financial condition of Manitowoc in all material respects, as at such date, and since the date of such balance sheet, there has been no material adverse change in the financial condition of the Seller or Manitowoc or the ability of the Seller or any Originator to perform their material obligations under the Agreement or the other Transaction Documents to which it is a party or the collectibility of the Pool Receivables, or which affects the legality, validity or enforceability of the Agreement or the other Transaction Documents.

(s)           There is no pending action, suit or proceeding and, to the Seller’s knowledge, no threatened action, suit or proceeding, affecting the Seller, the Servicer or any Originator before any Governmental Authority or arbitrator which could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or which questions the validity of any of the transactions contemplated by any Transaction Document.

(t)            The facts and assumptions relating to the Seller set forth in the opinions rendered by Quarles & Brady LLP pursuant to Exhibit II to the Agreement and relating to true sale and non-consolidation matters, and in the officer’s certificates referred to in such opinions, are true and correct in all material respects.

(u)           The Seller’s federal tax identification number is 20-3841459.

(v)           The Seller is not in default under any of its contractual obligations.

2.             Representations and Warranties of the Servicer.  The Servicer represents and warrants as follows:

(a)           The Servicer is a corporation duly incorporated, validly existing and in active status under the laws of the State of Wisconsin and is duly qualified to do business, and is in good standing, as a foreign corporation in every jurisdiction where the nature of its business requires it to be so qualified unless any failure to be so qualified would not have a Material Adverse Effect.

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(b)           The execution, delivery and performance by the Servicer of the Agreement and the other Transaction Documents to which it is a party, (i) are within the Servicer’s corporate powers, (ii) have been duly authorized by all necessary corporate action on the part of the Servicer, (iii) do not contravene or result in a default under or conflict with (1) the Servicer’s charter or by-laws, (2) any law, rule or regulation applicable to the Servicer, (3) any contractual restriction binding on or affecting the Servicer or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Servicer or its property, unless in each case such continuation, default or conflict could not reasonably be expected to have a Material Adverse Effect, and (iv) with respect to the Servicer, do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties.  Without limiting the foregoing, the transactions contemplated by the Transaction Documents constitute a “Permitted Securitization” (as that term is defined in the Credit Agreement). The Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Servicer.

(c)           No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery and performance by the Servicer of the Agreement or any other Transaction Document to which it is a party, other than those previously obtained.

(d)           Each of the Agreement and the other Transaction Documents to which it is a party constitutes the legal, valid and binding obligation of the Servicer enforceable against the Servicer in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditor’s rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(e)           The consolidated balance sheets of the Servicer and its subsidiaries as at March 31, 2010, a copy of which has been furnished to the Agent, fairly presents the financial condition of the Servicer and its subsidiaries in all material respects, as at such date, and since March 31, 2010, no event has occurred that has had, or could be reasonably expected to have, a Material Adverse Effect.

(f)            There is no pending action or proceeding and, to the Servicer’s knowledge, no threatened action or proceeding, affecting the Servicer before any Governmental Authority or arbitrator which could reasonably be expected to have a Material Adverse Effect.

(g)           The Servicer has complied in all material respects with the Credit and Collection Policy with regard to each Pool Receivable.

(h)           Each Monthly Report, information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the Servicer to the Agent in connection with the Agreement is or will be accurate in all material respects as of its date or (except as otherwise disclosed to the Agent at such time) as of the date so furnished, and no such item contains or will contain any untrue statement of a material fact.

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(i)            The Servicer is not in violation of any law, rule or regulation or of any order of any court, arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect.

(j)            Each Receivable included in the calculation of the Net Eligible Pool Balance is an Eligible Receivable as of the date of such calculation.

(k)           No event has occurred and is continuing, or would result from an Investment, Reinvestment or payment of the Deferred Purchase Price or from the application of proceeds therefrom, which constitutes a Termination Event or an Unmatured Termination Event.

(l)            The Seller is the legal and beneficial owner of, and has good and marketable title to the Receivables purporting to be in the Receivables Pool and all Related Security with respect thereto, free and clear of any Adverse Claim. Upon each Investment or Reinvestment under the Agreement (including, without limitation, the deemed investment occurring on the Closing Date pursuant to Section 1.3(a)), the Purchaser shall acquire a valid and enforceable perfected ownership or security interest in each Pool Receivable then existing or thereafter arising, and in the Related Security and Collections and other proceeds with respect thereto, free and clear of any Adverse Claim.  The Agreement creates a valid ownership or security interest in favor of the Purchaser in the Pool Assets, and the Purchaser has a first priority perfected ownership or security interest in the Pool Assets, free and clear of any Adverse Claims.  No effective financing statement or other instrument similar in effect covering any Contract or any Pool Receivable or the Related Security or Collections with respect thereto or any Lock-Box Account is on file in any recording office, except those filed in favor of the Seller and the Purchaser pursuant to this Agreement and the other Transaction Documents.

(m)          The names and addresses of all the Lock-Box Banks, together with the account numbers of the Lock-Box Accounts at such Lock-Box Banks and the numbers of any lock-boxes or post office boxes relating to such Lock-Box Accounts, are specified in Schedule II to the Agreement (except as otherwise consented by the Agent in accordance with clause (i) of Exhibit IV to the Agreement) and all such Lock-Box Accounts and all such lock-boxes and post office boxes are subject to Lock-Box Agreements.  All Obligors have been directed to make all payments with respect to each Contract to such a Lock-Box Account or to such a lock-box or post office box.

(n)           The Servicer has filed or caused to be filed all U.S. federal income tax returns and all other returns, statements, forms and reports for taxes, domestic or foreign, required to be filed by it and has paid all taxes payable by it which have become due or any assessments made against it or any of its Property and all other taxes, fees or other charges imposed on it or any of its Property by any Governmental Authority other than: (i) those the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Servicer; and (ii) in the case of taxes (“designated taxes”) other than income or similar taxes, if the failure to pay such designated taxes could not reasonably be expected to result in a Material Adverse Effect.

(o)           The facts and assumptions relating to the Servicer set forth in the opinions rendered by Quarles & Brady LLP pursuant to Exhibit II to the Agreement and relating to true

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sale and non-consolidation matters, and in the officer’s certificates referred to in such opinions, are true and correct.

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EXHIBIT IV

COVENANTS

Covenants of the Seller and the Servicer.  Until the Final Payout Date:

(a)           Compliance with Laws, Etc.  Each of the Seller and the Servicer shall comply in all material respects with all applicable laws, rules, regulations and orders, and preserve and maintain its company or corporate existence, rights, franchises, qualifications, and privileges except to the extent that the failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such existence, rights, franchises, qualifications, and privileges would not adversely affect the collectibility of the Receivables or the enforceability of any related Contract or materially adversely affect the ability of the Seller or the Servicer to perform its obligations under any related Contract or under the Agreement or any other Transaction Document.

(b)           Offices, Records and Books of Account, Etc.  The Seller (i) shall keep its principal place of business, chief executive office and state of formation (as such terms are used in the UCC) and the office where it keeps its records concerning the Receivables at the address of the Seller set forth under its name on Schedule I to the Agreement or, upon at least thirty (30) days’ prior written notice of a proposed change to the Agent, at any other locations in jurisdictions where all actions reasonably requested by the Agent to protect and perfect the interest of the Purchaser in the Receivables and related items (including the Pool Assets) of the Agreement have been taken and completed and (ii) shall provide the Agent with at least sixty (60) days’ written notice prior to making any change in (A) the Seller’s name or making any other change in the Seller’s identity or company structure (including a merger) or (B) the Seller’s jurisdiction of formation.  Each notice to the Agent pursuant to this sentence shall set forth the applicable change and the effective date thereof.  The Seller or the Servicer on its behalf also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables in the ordinary course of business (including, without limitation, records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each Receivable).  Without limiting the foregoing, the Servicer shall maintain adequate computer and other systems in order to service the Receivables.

(c)           Performance and Compliance with Contracts and Credit and Collection Policy.  Each of the Seller and the Servicer shall, at its expense, timely and fully perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, and timely and fully comply in all material respects with the Credit and Collection Policy with regard to each Receivable and the related Contract.

(d)           Ownership Interest, Etc.  The Seller shall, at its expense, take all action necessary or desirable to establish and maintain a valid and enforceable ownership  or security interest in the Pool Receivables and the Related Security and Collections and other proceeds with respect thereto, and a first priority perfected ownership or security interest in the Pool Assets, in each

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case free and clear of any Adverse Claim, in favor of the Purchaser, including, without limitation, taking such action to perfect, protect or more fully evidence the interest of the Purchaser under the Agreement as the Purchaser, through the Agent, may request.

(e)           Sales, Liens, Etc.  Except for retransfers of Pool Receivables to the Originators in accordance with the Purchase and Sale Agreement, neither the Seller nor the Servicer shall sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or with respect to, any Pool Asset (including the Seller’s interest in any Receivable, Related Security or Collections, or upon or with respect to any account to which any Collections of any Receivables are sent) or assign any right to receive income in respect of any items contemplated by this paragraph (e).

(f)            Extension or Amendment of Receivables.  Except as provided in the Agreement and the Credit and Collection Policy, neither the Seller nor the Servicer shall extend the maturity or adjust the Outstanding Balance or otherwise modify the terms of any Pool Receivable in any material respect, or amend, modify or waive in any material respect any term or condition of any related Contract.

(g)           Change in Business or Credit and Collection Policy.  Neither the Seller nor the Servicer shall make any material change in the character of its business, or make any change in the Credit and Collection Policy that would adversely affect the collectibility of the Receivables Pool or the enforceability of any related Contract or materially adversely affect the ability of the Seller or Servicer to perform its obligations under any related Contract or under the Agreement.  Neither the Seller nor the Servicer shall make any material change in the Credit and Collection Policy without the prior written consent of the Agent.

(h)           Audits.  Each of the Seller and the Servicer shall, at the Seller’s or Servicer’s expense, as applicable, at any time and from time to time (but, so long as no Termination Event or Unmatured Termination Event has occurred and is continuing, not more than once during any calendar year relating to the Crane Business of the Originators and not more than once during any calendar year relating to the Foodservice Business of the Originators), during regular business hours, upon reasonable advance notice as requested by the Agent, permit the Agent, or its agents or representatives, (i) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of the Seller or the Servicer relating to Receivables and the Related Security, including, without limitation, the related Contracts and (ii) to visit the offices and properties of the Seller and the Servicer for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to Receivables and the Related Security or the Seller’s or Servicer’s performance hereunder or under the Contracts with any of the officers, employees, agents or contractors of the Seller or the Servicer having knowledge of such matters.

(i)            Change in Lock-Box Banks, Lock-Box Accounts and Payment Instructions to Obligors.  Neither the Seller nor the Servicer shall add or terminate any bank as a Lock-Box Bank or any account as a Lock-Box Account from those listed in Schedule II to the Agreement, or make any change in its instructions to Obligors regarding payments to be made to the Seller or the Servicer or payments to be made to any Lock-Box Account (or related lock-box or post

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office box), unless the Agent shall have consented thereto in writing and the Agent shall have received copies of all agreements and documents (including without limitation Lock-Box Agreements) that it may request in connection therewith.

(j)            Lock-Box Accounts; Lock-Boxes; Post Office Boxes.  The Seller or the Servicer shall: (i) instruct all Obligors of Pool Receivables to make payments of Receivables only to one or more Lock-Box Accounts subject to Lock-Box Agreements or to lock-boxes or post office boxes subject to Lock-Box Agreements to which only Lock-Box Banks have access (and shall instruct the Lock-Box Banks to cause all items and amounts relating to such Receivables received in such lock-boxes or post office boxes to be removed and deposited into such Lock-Box Account on a daily basis); and (ii)  deposit, or cause to be deposited, any Collections of Pool Receivables received by the Seller or the Servicer into Lock-Box Accounts subject to Lock-Box Agreements not later than one Business Day (or, in the case of amounts received by the Seller or Servicer after 3:00 p.m. on any Business Day, the second Business Day following such receipt) after receipt thereof.  Neither the Seller nor the Servicer will deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lock-Box Account cash or cash proceeds other than Collections of Pool Receivables, unless each holder of a Lien or ownership interest in such cash or cash proceeds is a party to the Intercreditor Agreement.

(k)           Marking of Records.  At its expense, the Seller (or the Servicer on its behalf) shall mark its master data processing records relating to Pool Receivables and related Contracts, with a legend or other notation evidencing that the Pool Receivables and related Contracts have been pledged, and the Purchased Assets have been sold, in each case, to the Purchaser in accordance with the Agreement.

(l)            Reporting Requirements.  The Seller or the Servicer shall provide to the Agent (in multiple copies, if requested by the Agent) the following:

(i)            as soon as available and in any event within sixty (60) days after the end of the first three quarters of each fiscal year of the Seller and Manitowoc (separately for each), consolidated balance sheets of the Seller and Manitowoc, respectively, and (in the case of Manitowoc) its subsidiaries as of the end of such quarter and statements of operations, cash flows and shareholders’ equity of the Seller and Manitowoc, respectively, and (in the case of Manitowoc) its subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer of the Seller and Manitowoc as applicable, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition, results or operations and cash flows of such Person in accordance with GAAP, as of the end of, and for, such period (subject to normal year-end audit adjustments), as applicable;

(ii)           as soon as available and in any event within one hundred twenty (120) days after the end of each fiscal year of the Seller and Manitowoc (separately for each), consolidated statements of operations, cash flows and stockholder’ equity of Seller and Manitowoc, respectively, and (in the case of Manitowoc) its subsidiaries for such year and the related consolidated balance sheets of Seller and Manitowoc, respectively, and (in the case of Manitowoc) its subsidiaries as at the end of such year, accompanied by an

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opinion of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial conditions, results or operations and cash flows of Seller and Manitowoc as applicable and (in the case of Manitowoc) its subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP;

(iii)          on each Monday of each calendar week (or if such day is not a Business Day, the next succeeding Business Day), a report, substantially in the form of the Monthly Report described in the next paragraph, summarizing the Receivables activity pertinent to the transactions contemplated by the Transaction Documents since the last such report;

(iv)          as soon as available and in any event not later than the Monthly Reporting Date, a Monthly Report as of the calendar month ended immediately prior to such Monthly Reporting Date;

(v)           as soon as possible and in any event within two Business Days after an officer of the Seller or the Servicer obtains knowledge of the occurrence of a Termination Event or Unmatured Termination Event, a statement of a Responsible Officer of the Seller or the Servicer setting forth details of such Termination Event or event and the action that the Seller or the Servicer has taken and proposes to take with respect thereto;

(vi)          promptly after the filing or receiving thereof, copies of all reports and notices that the Seller or any Affiliate files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or that the Seller or any Affiliate receives from any of the foregoing or from any multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA) to which the Seller or any Affiliate is or was, within the preceding five years, a contributing employer;

(vii)         at least sixty (60) days prior to any change in the Seller’s name, jurisdiction of formation or any other change requiring the amendment of a UCC financing statement in order to maintain the perfection of an ownership and security interest, a notice setting forth such changes and the effective date thereof;

(viii)        such other information respecting the Receivables or the condition or operations, financial or otherwise, of the Seller, the Servicer or any of their respective Affiliates as the Agent may from time to time reasonably request;

(ix)           promptly after a Responsible Officer of the Seller or the Servicer obtains notice or knowledge thereof, notice of any litigation, investigation or proceeding which would be reasonably expected to have a material adverse effect on the business, operations, assets, financial condition or other condition of the Seller, any Originator or the Servicer; and

(x)            promptly after a Responsible Officer of the Seller or the Servicer obtains notice or knowledge thereof, notice of a material adverse change in the business, operations, assets, financial condition or other condition of the Seller, any Originator or the Servicer.

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(m)          Separate Existence. Each of the Seller and the Servicer hereby acknowledges that Purchaser and the Agent are entering into the transactions contemplated by the Agreement and the Transaction Documents in reliance upon the Seller’s identity as a legal entity separate from Servicer, Manitowoc and the Originators.  Therefore, the Seller and the Servicer shall at all times take all reasonable steps to continue the Seller’s identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of the Servicer, Manitowoc, the Originators and any other Person, and is not a division of the Servicer, Manitowoc or the Originators or any other Person.  Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth in paragraph (a) of this Exhibit IV, the Seller and the Servicer shall take such actions as shall be required in order that:

(i)            The Seller will be a limited purpose limited liability company whose sole activities are restricted in its articles of organization to purchasing Receivables from the Originators, entering into agreements for the servicing of such Receivables, selling and pledging such Receivables (and related Pool Assets) as contemplated by the Agreement and conducting such other activities as it deems necessary or appropriate to carry out its primary purpose;

(ii)           Not less than one member of the Seller’s Board of Directors (the “Independent Director”) shall be an individual who (A) has (1) prior experience as an Independent Director for a corporation or limited liability company whose organizational documents required the unanimous consent of all Independent Directors thereof before such entity could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (2) at least three years of employment experience and is currently employed with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and who are not (except as members of the Seller’s Board of Directors) direct, indirect or beneficial stockholders, officers, directors, employees, affiliates, associates, customers or suppliers of the Seller, Manitowoc or any Originator or any of their respective Affiliates (B) is not, and has not been for a period of five years prior to his or her appointment as an Independent Director of Seller: (1) a director, officer, employee, partner, manager, attorney, supplier or customer of Manitowoc or any Affiliate thereof, (2) a stockholder (whether direct, indirect or beneficial), associate, advisor or supplier of Manitowoc or any Affiliate thereof, (3) a person related to any person referred to in clauses (1) or (2) above, (4) a person or other entity controlling or under common control with any such stockholder, partner, manager, customer, supplier, employee, officer or director or (5) a trustee, conservator or receiver for any member of Manitowoc or any Affiliate thereof (it being understood that, as used in this definition, “control” means the possession directly or indirectly of the power to direct or cause the direction of management policies or activities of a person or entity whether through ownership of voting securities, by contract or otherwise); provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “independent director” or similar capacity for special purpose entities formed by Manitowoc or any of its Affiliates and (C) is agreed to by the Agent.  The limited liability company agreement of the Seller shall provide (i) that the Seller’s

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Board of Directors shall not approve, or take any other action to cause the commencement of a voluntary case or other proceeding with respect to the Seller under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law, or the appointment of or taking possession by, a receiver, liquidator, assignee, trustee, custodian, or other similar official for the Seller unless in each case the Independent Director shall approve the taking of such action in writing prior to the taking of such action, (ii) for the same definition of “Independent Director” as used herein and (iii) that the provisions required by clauses (i) and (ii) above cannot be amended without the prior written consent of each Independent Director and the Agent.  The Independent Director’s fiduciary duty shall be to the Seller (and its creditors) and not to the Seller’s members in respect of any decision of the type described in the preceding sentence.  In the event an Independent Director resigns or otherwise ceases to be a director of the Seller, there shall be selected a replacement Independent Director who (x) shall not be an individual within the proscriptions of the first sentence of this subparagraph (ii) or any individual who has any other type of professional relationship with the Seller, Manitowoc or any Originator or any of their respective Affiliates or any management personnel of any such Person or Affiliate and (y) shall be acceptable to the Agent;

(iii)          No Independent Director shall at any time serve as a trustee in bankruptcy for any Originator or any Affiliate thereof;

(iv)          Any employee, consultant or agent of the Seller will be compensated from the Seller’s own bank accounts for services provided to the Seller except as provided herein in respect of the Servicing Fee.  The Seller will engage no agents other than a servicer for the Receivables, which servicer will be fully compensated for its services to the Seller by payment of the Servicing Fee;

(v)           The Seller will not incur any material indirect or overhead expenses for items shared between the Seller and the Originators or any Affiliate thereof which are not reflected in the Servicing Fee or otherwise appropriately allocated between such Persons based on usage in accordance with the next sentence.  To the extent, if any, that the Seller and the Originators or any Affiliate thereof share items of expenses not reflected in the Servicing Fee, such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered, it being understood that Manitowoc shall pay all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including, without limitation, legal and other fees;

(vi)          The Seller’s operating expenses will not be paid by any Originator or any Affiliate thereof unless the Seller shall have agreed in writing with such Person promptly to reimburse such Person for any such payments;

(vii)         The Seller will have its own separate mailing address and stationery;

(viii)        The Seller’s books and records will be maintained separately from those of Servicer, Manitowoc and the Originators or any respective Affiliate thereof;

IV-6

(ix)           Any financial statements of the Servicer, Manitowoc, any Originator or any respective Affiliate thereof which are consolidated to include the Seller will contain detailed notes clearly stating that the Seller is a separate corporate entity and has sold ownership interests in the Seller’s accounts receivable;

(x)            The Seller’s assets will be maintained in a manner that identifies and segregates them from those of the Servicer, Manitowoc, the Originators and any of their respective Affiliates;

(xi)           The Seller will strictly observe limited liability company formalities in its dealings with the Servicer, Manitowoc, the Originators and any respective Affiliate thereof, and funds or other assets of the Seller will not be commingled with those of the Servicer, Manitowoc, the Originators or any respective Affiliate thereof.  The Seller shall not maintain joint bank accounts or other depository accounts to which Servicer, Manitowoc, the Originators or any respective Affiliate thereof (other than Manitowoc in its capacity as Servicer) has independent access.  None of the Seller’s funds will at any time be pooled with any funds of the Servicer, Manitowoc, the Originators or any respective Affiliate thereof;

(xii)          The Seller shall pay to the Originators the marginal increase (or, in the absence of such increase, the market amount of its portion) of the premium payable with respect to any insurance policy that covers the Seller and any Affiliate thereof, but the Seller shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any such insurance policy, with respect to any amounts payable due to occurrences or events related to the Servicer, Manitowoc, the Originators or any respective Affiliate thereof; and

(xiii)         The Seller will maintain arm’s length relationships with Servicer, Manitowoc, the Originators and any respective Affiliate thereof and, except as contemplated by the Transaction Documents, will have no other dealings, contractual, financial or otherwise, among themselves.  Any Originator or any Affiliate thereof that renders or otherwise furnishes services to the Seller will be compensated by the Seller at market rates for such services.  Neither the Seller nor any Originator or any Affiliate thereof will be or will hold itself out to be responsible for the debts of the other or the decisions or actions respecting the daily business and affairs of the other.

The Seller shall cause the facts and assumptions relating to the Seller, and the Servicer shall cause the facts and assumptions relating to the Servicer, in each case set forth in the opinions rendered by Quarles & Brady LLP pursuant to Exhibit II to the Agreement and relating to true sale and non-consolidation matters, and in the officer’s certificates referred to in such opinions, to remain true and correct in all material respects at all times.

(n)           Mergers, Acquisitions, Sales, etc.

(i)            The Seller shall not:

IV-7

(A)          be a party to any merger or consolidation, or directly or indirectly purchase or otherwise acquire, whether in one or a series of transactions, all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest or equity interest in, any other Person, or sell, transfer, assign, convey or lease any of its property and assets (including, without limitation, any Pool Receivable or any interest therein) other than pursuant to this Agreement;

(B)           acquire Receivables from any Person other than an Originator (and all such Receivables shall be acquired pursuant to the Purchase and Sale Agreement);

(C)           make, incur or suffer to exist an investment in, equity contribution to, loan, credit or advance to, or payment obligation in respect of the deferred purchase price of property from, any other Person, except for obligations incurred pursuant to the Transaction Documents; or

(D)          create any direct or indirect Subsidiary or otherwise acquire direct or indirect ownership of any equity interests in any other Person; or

(E)           issue any membership or equity interest any Person, or take any other action, that would cause a Change in Control.

(ii)           The Servicer shall not be a party to any merger or consolidation or sell, transfer, assign, convey or lease all or substantially all of its property or assets.

(o)           Restricted Payments.

(i)            General Restriction.  Except in accordance with subparagraph (ii) below, the Seller shall not (A) purchase or redeem any of its membership or other equity interests, (B) declare or pay any dividend or set aside any funds for any such purpose, (C) prepay, purchase or redeem any subordinated indebtedness of the Seller, (D) lend or advance any funds or (E) repay any loans or advances to, for or from any Originator.  Actions of the type described in this clause (i) are herein collectively called “Restricted Payments”.

(ii)           Types of Permitted Payments.  Subject to the limitations set forth in clause (iii) below, the Seller may make Restricted Payments so long as such Restricted Payments are made only to the Originators and only in one or more of the following ways:

(A)          Seller may make cash payments (including prepayments) on the Company Notes in accordance with their terms; and

(B)           if no amounts are then outstanding under the Company Notes, the Seller may declare and pay Dividends.

(iii)          Specific Restrictions.  The Seller may make Restricted Payments only out of Collections paid or released to the Seller pursuant to Section 1.6 of the Agreement.  Furthermore, the Seller shall not pay, make or declare any Restricted Payment (including

IV-8

any Dividend) if, after giving effect thereto, any Termination Event or Unmatured Termination Event shall have occurred and be continuing.

(p)           Use of Seller’s Share of Collections.  The Seller shall apply the Collections that are available to the Seller in accordance with the Agreement to make payments in the following order of priority:  first, the payment of its expenses (including, without limitation, the obligations payable to Purchaser, the Affected Persons and the Agent under the Transaction Documents), second, the payment of accrued and unpaid interest on the Company Notes, third, the payment of the outstanding principal amount of the Company Notes, and fourth, other legal and valid company purposes.

(q)           Amendments to Certain Documents.

(i)            Neither the Seller nor the Servicer shall amend, supplement, amend and restate, or otherwise modify (or add any Person as a party to) the Purchase and Sale Agreement, the Company Notes, any other document executed under the Purchase and Sale Agreement, the Collection Account Agreement, the Lock-Box Agreements or the Seller’s articles of organization or limited liability company agreement or any other Transaction Document to which it is a party, except (A) in accordance with the terms of such document, instrument or agreement and (B) with the advance written consent of the Agent.

(ii)           Neither the Seller nor the Servicer shall enter into or otherwise become bound by any agreement, instrument, document or other arrangement that restricts its right to amend, supplement, amend and restate or otherwise modify, or to extend or renew, or to waive any right under, this Agreement or any other Transaction Document.

(r)            Incurrence of Indebtedness.  The Seller shall not (i) create, incur or permit to exist, any Debt (or any Buy-Back Obligations, as defined in the Credit Agreement) or (ii) cause or permit to be issued for its account any letters of credit or bankers’ acceptances, except for indebtedness incurred pursuant to the Company Notes or incurred pursuant to or in connection with the Agreement or otherwise permitted by the Agreement.

(s)           Financial Covenants.

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

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	7.80:1.00
June 30, 2010	7.80:1.00

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September 30, 2010	7.25:1.00
December 31, 2010	6.625:1.00
March 31, 2011	6.50:1.00
June 30, 2011	6.375:1.00
September 30, 2011	6.25:1.00
December 31, 2011	5.75:1.00
March 31, 2012	5.75:1.00
June 30, 2012	5.25:1.00
September 30, 2012	4.75:1.00
December 31, 2012	4.50:1.00
March 31, 2013	4.50:1.00
June 30, 2013	4.25:1.00
September 30, 2013	3.75:1.00
December 31, 2013,	3.50:1.00
and thereafter

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

Fiscal Quarter Ending	Ratio
December 31, 2010	5.00:1.00
March 31, 2011	5.00:1.00
June 30, 2011	5.00:1.00
September 30, 2011	5.00:1.00
December 31, 2011	4.25:1.00
March 31, 2012	4.25:1.00
June 30, 2012	4.00:1.00
September 30, 2012	3.75:1.00
December 31, 2012	3.50:1.00
March 31, 2013	3.25:1.00
June 30, 2013	3.25:1.00
September 30, 2013	3.25:1.00
December 31, 2013,	3.00:1.00
and thereafter

(iii)          Minimum Consolidated Interest Coverage Ratio.  The Servicer will not permit the Consolidated Interest Coverage Ratio for any fiscal quarter of the Servicer set

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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	1.75:1.00
June 30, 2010	1.75:1.00
September 30, 2010	1.80:1.00
December 31, 2010	1.85:1.00
March 31, 2011	2.00:1.00
June 30, 2011	2.00:1.00
September 30, 2011	2.125:1.00
December 31, 2011	2.25:1.00
March 31, 2012	2.375:1.00
June 30, 2012	2.50:1.00
September 30, 2012	2.50:1.00
December 31, 2012	2.75:1.00
March 31, 2013	2.75:1.00
June 30, 2013,	3.00:1.00
and thereafter

(t)            Additional Financing Statements; Performance by the Agent.  The Seller hereby authorizes the Agent or the Agent’s designee (which may be counsel for the Seller or counsel for the Agent) to file one or more UCC financing or continuation statements on or after the Closing Date, and amendments thereto and assignments thereof, relative to all or any of the Pool Receivables and the Related Security (and the other Pool Assets) whether now existing or hereafter arising.  Without limiting the foregoing, the Seller hereby authorizes the Agent to file any financing statement that (i) indicates the property or collateral covered thereby (x) as all assets of the Seller or words of similar effect, regardless of whether any particular asset in the collateral falls within the scope of Article 9 of the UCC of the jurisdiction in which such financing statement is filed, or (y) as being of an equal or lesser scope or with greater detail, and (ii) contains any other information permitted or required by Article 9 of the UCC of the jurisdiction in which such financing statement is filed regarding the sufficiency or filing office acceptance of any financing statement, including whether the Seller is an organization, the type of organization and any organizational identification number issued to the Seller.  If the Seller fails to perform any of its agreements or obligations under the Agreement or any other Transaction Documents, the Agent or its designee may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of the Agent

IV-11

or its designee incurred in connection therewith shall be payable by the Seller as provided in Section 5.4 of the Agreement.

(u)           Commercial Tort Claims.  The Seller or the Servicer shall promptly, and in any event within two (2) Business Days after the same is acquired by the Seller, notify the Agent of any commercial tort claim (as defined in the UCC) acquired by the Seller and, unless otherwise consented by the Agent, the Seller shall enter into a supplement to the Agreement granting to the Purchaser a security interest in such commercial tort claim.

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EXHIBIT V

TERMINATION EVENTS

Each of the following shall be a “Termination Event”:

(a)           The Servicer, any Originator or the Seller shall fail to make when due any payment or deposit to be made by it under the Agreement or any other Transaction Document and such failure shall continue unremedied for two (2) Business Days; or

(b)           Manitowoc (or any Affiliate thereof) shall fail to transfer to any successor Servicer when required any rights, pursuant to the Agreement, which Manitowoc (or such Affiliate) then has as Servicer; or

(c)           Any representation or warranty or certification made or deemed made by the Seller, any Originator or the Servicer (or any of their respective officers) under or in connection with the Agreement or any other Transaction Document or any information or report delivered by the Seller or the Servicer pursuant to the Agreement shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered; or

(d)           The Seller, any Originator or the Servicer shall fail to perform or observe any other term, covenant or agreement contained in the Agreement or any other Transaction Document on its part to be performed or observed, or the Seller shall fail to enforce any rights under any Transaction Document against any Originator or shall give up any such rights, and any such failure (or such giving up) shall remain unremedied for ten (10) Business Days after the Seller, any Originator or the Servicer, as applicable, has notice or knowledge thereof (or, with respect to a failure to deliver a Monthly Report pursuant to the Agreement, such failure shall remain unremedied for two (2) Business Days); or

(e)           The Seller, any Originator or the Servicer shall fail to pay any principal of or premium or interest on any of its Debt (or Buy-Back Obligations, as defined in the Credit Agreement) which is outstanding in a principal amount of at least (x) in the case of any Originator or the Servicer, ten million dollars ($10,000,000) or, in the case of the Seller, ten thousand dollars ($10,000), in any case, in the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement, mortgage, indenture or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement, mortgage, indenture or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement, mortgage, indenture or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or

(f)            The Agreement or any Investment or Reinvestment pursuant to the Agreement (including, without limitation, the deemed Investment occurring on the Closing Date pursuant to

V-1

Section 1.3(a) of the Agreement) shall for any reason (other than pursuant to the terms hereof) (i) cease to create, or cease to be, a valid and enforceable perfected ownership or security interest in each Pool Receivable and the Related Security and Collections and other proceeds with respect thereto, free and clear of any Adverse Claim or (ii) cease to create with respect to the Pool Assets, or the interest of the Purchaser with respect to the Pool Assets shall cease to be, a valid and enforceable first priority perfected ownership or security interest, free and clear of any Adverse Claim; or

(g)           The Seller, Manitowoc or any Originator or any Subsidiary of Manitowoc or any Originator shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally as such debts become due, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller, Manitowoc or any Originator seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, receivership, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either (a) such proceeding shall remain undismissed or unstayed for a period of sixty (60) days, or (b) in any such proceeding, there is entered an order for relief against, or the there is appointed a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) or the Seller, Manitowoc or any Originator shall take any corporate action to authorize any of the actions set forth above in this paragraph (g); or

(h)           As of the last day of any calendar month, the arithmetic average for the most recent three calendar months of (A) the Default Ratios shall exceed five and one-half percent (5.5%), or (B) the Dilution Ratios shall exceed eight percent (8.0%); or

(i)            The Purchased Assets Coverage Percentage shall exceed one hundred percent (100%) and such condition shall continue unremedied for more than two (2) consecutive Business Days; or

(j)            A Change in Control shall occur with respect to Manitowoc or the Seller; or

(k)           The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Internal Revenue Code with regard to any assets of the Seller or any Originator and such lien or any other lien filed thereunder shall not have been released within ten (10) Business Days, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Seller or any Originator and such lien shall not have been released within five (5) Business Days; or

(l)            A Servicer Default shall occur; or

(m)          A Purchase and Sale Termination Event shall occur; or

(n)One or more judgments for the payment of money in an aggregate amount in excess of ten million dollars ($10,000,000) shall be rendered against Manitowoc, any Subsidiary of Manitowoc or any combination thereof (or in excess of ten thousand dollars ($10,000) shall be

V-2

rendered against the Seller) and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of Manitowoc or any Subsidiary of Manitowoc or the Seller to enforce any such judgment; or

(o)           [Reserved]; or

(p)           The “Receivables Indebtedness” (as such term is defined in the Credit Agreement, as the Credit Agreement may be amended, amended and restated, supplemented, or otherwise modified from time to time) exceeds the amount thereof permitted under the Credit Agreement (as the Credit Agreement may be amended, amended and restated, supplemented, or otherwise modified from time to time); or

(q)           The aggregate uncollected amount of accounts receivable sold pursuant to “Permitted Securitizations” and “Factoring Agreements” (as such terms in quotation marks are defined in the Credit Agreement, as the Credit Agreement may be amended, amended and restated, supplemented or otherwise modified from time to time) exceeds the amount thereof permitted under the Credit Agreement (as the Credit Agreement may be amended, amended and restated, supplemented or otherwise modified from time to time); or

(r)            The net worth of the Seller is less than five million dollars ($5,000,000); or

(s)           a Material Adverse Effect shall occur; or

(t)            any Originator for any reason ceases to transfer, or is legally unable to transfer, Receivables to the Seller under the Purchase and Sale Agreement, or the Seller ceases to acquire Receivables from the Originators.

V-3

EXHIBIT VI

SUPPLEMENTAL REPRESENTATIONS, WARRANTIES AND COVENANTS

In addition to the representations, warranties and covenants contained in Exhibits III and IV of the Agreement, to induce the Purchaser and the Agent to enter into the Agreement and, in the case of Purchaser, to make Investments and Reinvestments, the Seller hereby represents, warrants, and covenants as follows:

A.            The Receivables.

1.The Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Pool Receivables in favor of the Purchaser, which ownership or security interest is prior to all other Adverse Claims, and is enforceable as such as against creditors of and purchasers from the Seller.

2.The Pool Receivables constitute “accounts” within the meaning of the applicable UCC.

3.The Seller owns and has good and marketable title to the Pool Receivables free and clear of any Adverse Claim.

4.The Seller has caused (and will cause each Originator to cause), within ten days after the first transfer of Receivables by such Originator to the Seller, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the sale and contribution of the Receivables from each Originator to the Seller pursuant to the Purchase and Sale Agreement, and the ownership and security interests transferred and granted by the Seller to the Purchaser under the Agreement.

B.The Lock-Box Accounts and the Collection Account.

1.Each of the Lock-Box Accounts and the Collection Account constitute “deposit accounts” within the meaning of the applicable UCC.

2.The Seller owns and has good and marketable title to the Lock-Box Accounts and the Collection Account free and clear of any Adverse Claim.

3.The Seller has delivered to the Purchaser a fully executed Lock-Box Agreement relating to each Lock-Box Account and the Collection Account Agreement relating to the Collection Account, in each case, pursuant to which the applicable Lock-Box Bank and/or Collection Account Bank, as the case may be, has agreed, following notice from the Agent, to comply with all instructions originated by the Agent (on behalf of the Purchaser) directing the disposition of funds in such Lock-Box Account or the Collection Account, as the case may be, without further consent by the Seller or the Servicer.

4.The Seller has established procedures such that any Permitted Investments purchased with funds (other than funds remitted to the Seller in accordance with Section 1.6 of this Agreement) withdrawn from the Lock-Box Accounts and/or the Collection Account will

VI-1

be either (i) credited to a “securities account” (within the meaning of the applicable UCC) over which the Purchaser will have a first priority perfected security interest, (ii) purchased in the name of the Purchaser, or (iii) held in another manner sufficient to establish the Purchaser’s first priority perfected security interest over such Permitted Investments.

C.Priority.

1.Other than the transfer of the Receivables to the Seller and the Purchaser under the Purchase and Sale Agreement and the Agreement, respectively, and/or the ownership or security interest transferred or granted to the Seller and the Purchaser pursuant to the Purchase and Sale Agreement and this Agreement, respectively, neither the Seller nor any Originator has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Pool Receivables, any Lock-Box Account, any related lock-box or post office box, the Collection Account or any subaccount thereof, except for any such pledge, grant or other conveyance which has been released or terminated.  Neither the Seller nor any Originator has authorized the filing of, or is aware of any financing statements against either the Seller or such Originator that include a description of Receivables or any Lock-Box Account, the Collection Account or any subaccount thereof, other than any financing statement (i) relating to the sale thereof by the Originators to the Seller under the Purchase and Sale Agreement, (ii) relating to the ownership or security interest granted to the Purchaser under the Agreement, or (iii) that has been released or terminated.

2.The Seller is not is aware of any judgment, ERISA or tax lien filings against either the Seller or any Originator.

3.Neither the Lock-Box Accounts nor the Collection Account are in the name of any Person other than the Seller or the Purchaser.  Neither the Seller nor the Servicer has consented to any bank maintaining such accounts to comply with instructions of any Person other than the Purchaser or the Agent on its behalf.

4.Notwithstanding any other provision of the Agreement or any other Transaction Document, the representations contained in this Exhibit VI shall survive, continue, and remain in full force and effect in each case until the Final Payout Date.

5.The parties to the Agreement: (i) shall not, without obtaining a confirmation of S&P’s then-current rating of the Notes, waive any of the representations set forth in this Exhibit VI; (ii) shall provide S&P with prompt written notice of any breach of any representations set forth in this Exhibit VI, and shall not, without obtaining a confirmation of the then-current rating of the Notes (as determined after any adjustment or withdrawal of the ratings following notice of such breach) from S&P waive a breach of any of the representations set forth in this Exhibit VI.

6.In order to evidence the interests of the Purchaser under the Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments (other than filing financing statements) as may be necessary or advisable (including, without

VI-2

limitation, such actions as are reasonably requested by the Purchaser or the Agent) to maintain and perfect, as a first-priority interest, the Purchaser’s ownership or security interest in the Pool Receivables, Related Security and Collections with respect thereto.  The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Agent for the Agent’s authorization and approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Purchaser’s ownership or security interest as a first-priority interest.  The Agent’s approval of such filings shall authorize the Servicer to file such financing statements under the UCC without the signature of the Seller, any Originator or the Purchaser where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the Agent.

VI-3

SCHEDULE I
NOTICES

If to Seller:
Manitowoc Funding, LLC
c/o The Manitowoc Company, Inc.
2400 South 44th Street
Manitowoc, Wisconsin 54220
Attention:	Dean Nolden
with a copy to the Servicer
If to Servicer:
The Manitowoc Company, Inc.
2400 South 44th Street
Manitowoc, Wisconsin 54220
Attention:	Dean Nolden
Telephone:	(920) 652-1755
Facsimile:	(920) 652-9775
If to Agent:
Norddeutsche Landesbank Girozentrale
1114 Avenue of the Americas
New York, New York 10036
Attention:	Asset Backed Finance
Telephone:	(212) 812-6946
Facsimile:	(212) 812-6860
If to Purchaser:
Hannover Funding Company LLC
c/o Global Securitization Services, LLC
445 Broad Hollow Road
Suite 239
Melville, New York 11747
Attention:	Tony Wong
Telephone:	(631) 930-7207
Facsimile:	(212) 302-8767

SCHEDULE II

LOCK-BOX BANKS, LOCK-BOX ACCOUNTS, LOCK-BOXES AND POST OFFICE BOXES

		Lock-Boxes or
Lock-Box Banks	Lock-Box Accounts	Post Office Boxes
The Northern Trust
Company	30142765	93501
	34496768	96365
	30296768	92545
Manufacturers and Traders
Trust Company	368636	N/A
Wachovia Bank, National
Association	2090002602825	951613
	2090002602799	951679
	2090002602799	932445
	2090002602757	53288
	2090002602757	932442
	2090002602731	79242
	2090002602731	53268
	2090002602728	951606

SCHEDULE III

TRADE NAMES

None

SCHEDULE IV

CREDIT AND COLLECTION POLICY

(Attached)

ANNEX A

FORM OF INVESTMENT NOTICE

[Date]

Norddeutsche Landesbank Girozentrale

1114 Avenue of the Americas

New York, New York  10036

Attention:  Asset Backed Finance

Re:Manitowoc Funding, LLC — Investment Notice

Ladies and Gentlemen:

Please refer to the Second Amended and Restated Receivables Purchase Agreement dated as of June 30, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) among Manitowoc Funding, LLC, as Seller, The Manitowoc Company, Inc., as Servicer, Norddeutsche Landesbank Girozentrale, as Agent and Hannover Funding Company LLC, as Purchaser.  Capitalized terms defined in the Agreement and used herein without definition have the meanings set forth in the Agreement.

Pursuant to Section 1.2(a) of the Agreement:

1.             The Seller hereby gives notice to the Agent of a proposed Investment with the requested amount of Capital and Investment Date below:

·	Amount of Capital:	$[    ]
·	Investment Date:	[    ]

2.             The Seller hereby represents and warrants that:

·the Net Outstanding Balances of the Receivables in the Net Eligible Pool is $                .

·the Eligible Unapplied Cash and Credits is $                      .

·the Net Eligible Pool Balance is $                      .

·After giving effect to such requested Investment, the Purchased Assets Coverage Percentage will be $                    .

A-1

Very truly yours,

MANITOWOC FUNDING, LLC,

as Seller

By

Name:

Title:

A-2

ANNEX B

FORM OF MONTHLY REPORT

B-1

EX-31

Exhibit 31

Certification of Principal Executive Officer

I, Glen E. Tellock, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of The Manitowoc Company, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedure and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2010

/s/ Glen E. Tellock

Glen E. Tellock

Chairman, President and Chief Executive Officer

1

Certification of Principal Financial Officer

I, Carl J. Laurino, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of The Manitowoc Company, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedure and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2010

/s/ Carl J. Laurino

Carl J. Laurino

Senior Vice President and Chief Financial Officer

2

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of The Manitowoc Company, Inc. (the “Company”) on Form 10-Q for the three and six months ended June 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Glen E. Tellock, President and Chief Executive Officer of the company, certify, pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the date and for the periods expressed in the Report.

/s/ Glen E. Tellock

Glen E. Tellock

Chairman, President and Chief Executive Officer

August 9, 2010

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to The Manitowoc Company, Inc. and will be retained by The Manitowoc Company, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

1

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of The Manitowoc Company, Inc. (the “Company”) on Form 10-Q for the three and six months ended June 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Carl J. Laurino, Senior Vice President and Chief Financial Officer of the company, certify, pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the date and for the periods expressed in the Report.

/s/ Carl J. Laurino

Carl J. Laurino

Senior Vice President and Chief Financial Officer

August 9, 2010

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to The Manitowoc Company, Inc. and will be retained by The Manitowoc Company, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

1