Effectiveness and Counterparts. This Amendment may be executed in as many counterparts as US Agent, Canadian Agent, the Lenders and the Borrowers deem convenient, and shall become effective upon delivery to US Agent and Canadian Agent of: (i) all executed counterparts hereof from the Lenders and from Borrowers and each of the Guarantors; (ii) the documents listed on the Closing Checklist attached hereto as Exhibit A; and (iii) any other documents or items which US Agent or Canadian Agent may require to carry out the terms hereof. This Amendment No. 1 to Amended and Restated Credit Agreement is executed and delivered on the Amendment No. 1 Effective Date. MANITEX INTERNATIONAL, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President MANITEX, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President MANITEX SABRE, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President BADGER EQUIPMENT COMPANY By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President MANITEX LOAD KING, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President MANITEX LOAD KING, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President COMERICA BANK By: /s/ Xxxxx X. Xxxxxx, III Xxxxx X. Xxxxxx, III Its: Vice President COMERICA BANK, as US Lender, as US Issuing Lender, and as US Swing Line Lender By: /s/ Xxxxx X. Xxxxxx, III Xxxxx X. Xxxxxx, III Its: Vice President COMERICA BANK, as Canadian Agent By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Its: Portfolio Risk Manager COMERICA BANK, as Canadian Lender, As Canadian Issuing Lender, and as Canadian Swing Line Lender By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Its: Portfolio Risk Manager [Signature Page – US Lender] FIFTH THIRD BANK, as US Lender By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Its: Assistant Vice President FIFTH THIRD BANK, as Canadian Lender By: /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx Its: Director GUARANTORS: MANITEX INTERNATIONAL, INC. MANITEX, INC. By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President Its: President MANITEX SABRE, INC. BADGER EQUIPMENT COMPANY By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President Its: President MANITEX LOAD KING, INC. LIFTKING, INC. By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President Its: President MANITEX, LLC NORTH AMERICAN EQUIPMENT, INC. By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President Its: President NORTH AMERICAN DISTRIBUTION, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President ANNEX I Applicable Margin Grid Revolving Credit and Term Loan Facilities (basis points per annum) Basis for Pricing Level I Level II Level III Level IV** Level V Consolidated North American Total Debt to Consolidated North American EBITDA Ratio * <3.00 to 1.00 >3.00 to 1.00 <3.50 to 1.00 >3.50 to 1.00 <4.00 to 1.00 >4.00 to 1.00 <4.50 to 1.00 >4.50 to 1.00 US Revolving Credit Eurodollar Margin 275 300 325 350 400 US Revolving Credit US Base Rate Margin 175 200 225 250 300 US Revolving Credit Facility Fee 37.5 50 50 50 50 US Letter of Credit Fees (exclusive of facing fees) 275 300 325 350 400 Term Loan Eurodollar Margin 325 350 375 400 450 Term Loan US Base Rate Margin 225 250 275 300 350 Canadian Revolving Credit Canadian Prime-based Margin 275 300 325 350 400 Canadian Revolving Credit US Prime-based Margin 175 200 225 250 300 Canadian Revolving Credit Facility Fee 50 50 50 50 50 Canadian BA-based Rate (for Canadian Dollar advances) and Eurodollar Rate (for US Dollar Advances) 275 300 325 350 400 Canadian Letter of Credit Fees (exclusive of facing fees) 275 300 325 350 400 * Definitions as set forth in the Credit Agreement. ** Pricing grid level as of January 9, 2015 EXHIBIT “A” DOCUMENTATION CHECKLIST US Borrowers: Manitex International, Inc., a Michigan corporation Manitex, Inc. a Texas corporation Manitex Sabre, Inc., a Michigan corporation Badger Equipment Company, a Minnesota corporation Manitex Load King, Inc., a Michigan corporation Canadian Borrower: Manitex Liftking, ULC, an Alberta corporation Agent: Comerica Bank, as US Agent for all Lenders Comerica Bank, as Canadian Agent for all Canadian Lenders Guarantors: Liftking, Inc. (with respect to debt of all Borrowers) Manitex, LLC (with respect to debt of all Borrowers) All US Borrowers (with respect to debt of Canadian Borrower) North American Distribution, Inc. (with respect to debt of all Borrowers) North American Equipment, Inc. (with respect to debt of all Borrowers) Subordinated Creditors: Terex Corporation, MI Convert Holdings LLC and Invemed Associates LLC a New York limited liability company Transaction: Amendment No. 1 to Amended and Restated Credit Agreement Closing Date: March , 2015
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Effectiveness and Counterparts. This Amendment may be executed in as many counterparts as US Agent, Canadian Agent, the Lenders and the Borrowers deem convenient, and shall become effective upon delivery to US Agent and Canadian Agent of: (i) all executed counterparts hereof from the Lenders and from Borrowers and each of the Guarantors; (ii) the documents listed on the Closing Checklist attached hereto as Exhibit A; and (iii) any other documents or items which US Agent or Canadian Agent may require to carry out the terms hereof. [Signature Page Follows] This First Amendment No. 1 to Amended and Restated Credit Agreement is executed and delivered on the Amendment No. 1 Effective Date. COMERICA BANK, as US Agent By: /s/ Xxxxx X. Xxxxxx Its: VP & AGM COMERICA BANK, as US Lender, as US Issuing Lender, and as US Swing Line Lender By: /s/ Xxxxx X. Xxxxxx Its: VP & AGM COMERICA BANK, as Canadian Agent By: /s/ Xxxx Xxxxx Its: Portfolio Manager COMERICA BANK, as Canadian Lender, as Canadian Issuing Lender, and as Canadian Swing Line Lender By: /s/ Xxxx Xxxxx Its: Portfolio Manager [Signature Page US Borrowers] MANITEX INTERNATIONAL, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President MANITEX, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President MANITEX SABRE, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President BADGER EQUIPMENT COMPANY By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President MANITEX LOAD KING, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President MANITEX LOAD KINGLIFTKING, INC. ULC By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President COMERICA BANK By: /s/ Xxxxx X. Xxxxxx, III Xxxxx X. Xxxxxx, III Its: Vice President COMERICA BANK, as US Lender, as US Issuing Lender, and as US Swing Line Lender By: /s/ Xxxxx X. Xxxxxx, III Xxxxx X. Xxxxxx, III Its: Vice President COMERICA BANK, as Canadian Agent By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Its: Portfolio Risk Manager COMERICA BANK, as Canadian Lender, As Canadian Issuing Lender, and as Canadian Swing Line Lender By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Its: Portfolio Risk Manager [Signature Page – US LenderGuarantors] FIFTH THIRD BANK, as US Lender By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Its: Assistant Vice President FIFTH THIRD BANK, as Canadian Lender By: /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx Its: Director GUARANTORS: MANITEX INTERNATIONAL, INC. MANITEX, INC. By: /s/ Xxxxxx X. Xxxxx ByIts: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx President By: Its: /s/ Xxxxxx X. Xxxxx Its: President Its: Xxxxxx X. Xxxxx President MANITEX SABRE, INC. BADGER EQUIPMENT COMPANY By: /s/ Xxxxxx X. Xxxxx ByIts: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Vice President By: Its: /s/ Xxxxxx X. Xxxxx Its: President Its: Xxxxxx X. Xxxxx Vice President MANITEX LOAD KING, INC. LIFTKING, INC. By: /s/ Xxxxxx X. Xxxxx ByIts: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President Its: President MANITEX, LLC NORTH AMERICAN EQUIPMENT, INC. By: /s/ Xxxxxx X. Xxxxx ByIts: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx President MANITEX, LLC By: Its: President Its: President NORTH AMERICAN DISTRIBUTION, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President ANNEX I Applicable Margin Grid Revolving Credit and Term Loan Facilities (basis points per annum) Basis for Pricing Level I Level II Level III Level IV** Level V Consolidated North American Total Debt to Consolidated North American EBITDA Ratio * <3.00 to 1.00 >3.00 to 1.00 <3.50 to 1.00 >3.50 to 1.00 <4.00 to 1.00 >4.00 to 1.00 <4.50 to 1.00 >4.50 to 1.00 US Revolving Credit Eurodollar Margin 275 300 325 350 400 US Revolving Credit US Base Rate Margin 175 200 225 250 300 US Revolving Credit Facility Fee 37.5 50 50 50 50 US Letter of Credit Fees (exclusive of facing fees) 275 300 325 350 400 Term Loan Eurodollar Margin 325 350 375 400 450 Term Loan US Base Rate Margin 225 250 275 300 350 Canadian Revolving Credit Canadian Prime-based Margin 275 300 325 350 400 Canadian Revolving Credit US Prime-based Margin 175 200 225 250 300 Canadian Revolving Credit Facility Fee 50 50 50 50 50 Canadian BA-based Rate (for Canadian Dollar advances) and Eurodollar Rate (for US Dollar Advances) 275 300 325 350 400 Canadian Letter of Credit Fees (exclusive of facing fees) 275 300 325 350 400 * Definitions as set forth in the Credit Agreement. ** Pricing grid level as of January 9, 2015 EXHIBIT “A” DOCUMENTATION CHECKLIST US Borrowers: Manitex International, Inc., a Michigan corporation Manitex, Inc. a Texas corporation Manitex Sabre, Inc., a Michigan corporation Badger Equipment Company, a Minnesota corporation Manitex Load King, Inc., a Michigan corporation Canadian Borrower: Manitex Liftking, ULC, an Alberta corporation Agent: Comerica Bank, as US Agent for all Lenders Comerica Bank, as Canadian Agent for all Canadian Lenders Guarantors: Liftking, Inc. (with respect to debt of all Borrowers) Manitex, LLC (with respect to debt of all Borrowers) All US Borrowers (with respect to debt of Canadian Borrower) North American Distribution, Inc. (with respect to debt of all Borrowers) North American Equipment, Inc. (with respect to debt of all Borrowers) Subordinated Creditors: Terex Corporation, MI Convert Holdings LLC and Invemed Associates LLC a New York limited liability company Transaction: Amendment No. 1 to Amended and Restated Credit Agreement Closing Date: March , 2015CLOSING CHECKLIST
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Effectiveness and Counterparts. This Amendment may be executed in as many counterparts as US Agent, Canadian Agent, the Lenders and the Borrowers deem convenient, and shall become effective upon delivery to US Agent and Canadian Agent of: (i) all executed counterparts hereof from the Lenders and from Borrowers and each of the Guarantors; (ii) the documents listed on the Closing Checklist attached hereto as Exhibit A; and (iii) any other documents or items which US Agent or Canadian Agent may require to carry out the terms hereof. This Amendment No. 1 3 to Amended and Restated Credit Agreement is executed and delivered on the Third Amendment No. 1 Effective Date. MANITEX INTERNATIONALCOMERICA BANK, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President MANITEX, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President MANITEX SABRE, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President BADGER EQUIPMENT COMPANY By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President MANITEX LOAD KING, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President MANITEX LOAD KING, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President COMERICA BANK as US Agent By: /s/ Xxxxx X. Xxxxxx, III Xxxxx X. Xxxxxx, III Its: Vice President COMERICA BANK, as US Lender, as US Issuing Lender, and as US Swing Line Lender By: /s/ Xxxxx X. Xxxxxx, III Xxxxx X. Xxxxxx, III Its: Vice President COMERICA BANK, as Canadian Agent By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Xxxx Xxxxx Xxxx Xxxxx Its: Portfolio Risk Manager COMERICA BANK, as Canadian Lender, As as Canadian Issuing Lender, and as Canadian Swing Line Lender By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Xxxx Xxxxx Xxxx Xxxxx Its: Portfolio Risk Manager [Signature Page – US Lender] FIFTH THIRD BANK, as US Lender By: /s/ Xxxxxxx Xxxxxx By: Xxxxxxx Xxxxxx Print Name Its: Assistant Vice President FIFTH THIRD BANKTitle HSBC BANK USA, N.A, as Canadian US Lender /s/ Xxxxxx X. Xxxxx By: Xxxxxx X. Xxxxx Print Name Its: Vice President Title [Signature Page US Borrowers] MANITEX INTERNATIONAL, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxx Its: Director President MANITEX, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President MANITEX SABRE, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President BADGER EQUIPMENT COMPANY By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President MANITEX LOAD KING, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President MANITEX LIFTKING, ULC By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President [Signature Page US Guarantors] GUARANTORS: MANITEX INTERNATIONAL, INC. MANITEX, INC. By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President Its: President MANITEX SABRE, INC. BADGER EQUIPMENT COMPANY By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President Its: Vice President MANITEX LOAD KING, INC. LIFTKING, INC. By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President Its: President MANITEX, LLC NORTH AMERICAN EQUIPMENT, INC. By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President Its: President NORTH AMERICAN DISTRIBUTION, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President ANNEX I Applicable Margin Grid Revolving Credit and Term Loan Facilities (basis points per annum) Basis for Pricing Level I Level II Level III Level IV** Level V Consolidated North American Total Debt to Consolidated North American EBITDA Ratio * <3.00 to 1.00 >3.00 to 1.00 <3.50 to 1.00 >3.50 to 1.00 <4.00 to 1.00 >4.00 to 1.00 <4.50 to 1.00 >4.50 to 1.00 US Revolving Credit Eurodollar Margin 275 300 325 350 400 US Revolving Credit US Base Rate Margin 175 200 225 250 300 US Revolving Credit Facility Fee 37.5 50 50 50 50 US Letter of Credit Fees (exclusive of facing fees) 275 300 325 350 400 Term Loan Eurodollar Margin 325 350 375 400 450 Term Loan US Base Rate Margin 225 250 275 300 350 Canadian Revolving Credit Canadian Prime-based Margin 275 300 325 350 400 Canadian Revolving Credit US Prime-based Margin 175 200 225 250 300 Canadian Revolving Credit Facility Fee 50 50 50 50 50 Canadian BA-based Rate (for Canadian Dollar advances) and Eurodollar Rate (for US Dollar Advances) 275 300 325 350 400 Canadian Letter of Credit Fees (exclusive of facing fees) 275 300 325 350 400 * Definitions as set forth in the Credit Agreement. ** Pricing grid level as of January 9, 2015 EXHIBIT “A” DOCUMENTATION CLOSING CHECKLIST US Borrowers: Manitex International, Inc., a Michigan corporation Manitex, Inc. a Texas corporation Manitex Sabre, Inc., a Michigan corporation Badger Equipment Company, a Minnesota corporation Manitex Load King, Inc., a Michigan corporation Canadian Borrower: Manitex Liftking, ULC, an Alberta corporation Agent: Comerica Bank, as US Agent for all Lenders Comerica Bank, as Canadian Agent for all Canadian Lenders Lenders: Comerica Bank, as US Lender and Canadian Lender HSBC Bank, N.A., as US Lender Fifth Third Bank, as US Lender Guarantors: Liftking, Inc. (with respect to debt of all BorrowersUS Borrowers and Canadian Borrower) Manitex, LLC (with respect to debt of all BorrowersCanadian Borrower) All US Borrowers (with respect to debt of Canadian Borrower) North American Distribution, Inc. (with respect to debt of all Borrowers) North American Equipment, Inc. (with respect to debt of all Borrowers) Subordinated Creditors: Terex Corporation, MI Convert Holdings LLC and Invemed Associates LLC a New York limited liability company Transaction: Amendment No. 1 3 to Amended and Restated Credit Agreement Closing Date: March , 2015LOAN DOCUMENTS
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Effectiveness and Counterparts. This Amendment may be executed in as many counterparts as US Agent, Canadian Agent, the Lenders and the Borrowers deem convenient, and shall become effective upon delivery to US Agent and Canadian Agent of: (i) all executed counterparts hereof from the Lenders and from Borrowers and each of the Guarantors; and (ii) the documents listed on the Closing Checklist attached hereto as Exhibit A; and (iii) any other documents or items which US Agent or Canadian Agent may require to carry out the terms hereof. This Amendment No. 1 6 to Amended and Restated Credit Agreement is executed and delivered on the Sixth Amendment No. 1 Effective Date. COMERICA BANK, as US Agent By: /s/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx, III Its: Vice President COMERICA BANK, as US Lender, as US Issuing Lender, and as US Swing Line Lender By: /s/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx, III Its: Vice President COMERICA BANK, as Canadian Agent By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Its: Portfolio Risk Manager COMERICA BANK, as Canadian Lender, as Canadian Issuing Lender, and as Canadian Swing Line Lender By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Its: Portfolio Risk Manager [Signature Page – US Lender] FIFTH THIRD BANK, as US Lender By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Its: Assistant Vice President [Signature Page US Borrowers] MANITEX INTERNATIONAL, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President MANITEX, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President MANITEX SABRE, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President BADGER EQUIPMENT COMPANY By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President MANITEX LOAD KING, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President MANITEX LOAD KINGLIFTKING, INC. ULC By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President COMERICA BANK By: /s/ Xxxxx X. Xxxxxx, III Xxxxx X. Xxxxxx, III Its: Vice President COMERICA BANK, as US Lender, as US Issuing Lender, and as US Swing Line Lender By: /s/ Xxxxx X. Xxxxxx, III Xxxxx X. Xxxxxx, III Its: Vice President COMERICA BANK, as Canadian Agent By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Its: Portfolio Risk Manager COMERICA BANK, as Canadian Lender, As Canadian Issuing Lender, and as Canadian Swing Line Lender By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Its: Portfolio Risk Manager [Signature Page – US LenderGuarantors] FIFTH THIRD BANK, as US Lender By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Its: Assistant Vice President FIFTH THIRD BANK, as Canadian Lender By: /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx Its: Director GUARANTORS: MANITEX INTERNATIONAL, INC. MANITEX, INC. By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President Its: President MANITEX SABRE, INC. BADGER EQUIPMENT COMPANY By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President Its: Vice President MANITEX LOAD KING, INC. LIFTKING, INC. By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President Its: President MANITEX, LLC NORTH AMERICAN EQUIPMENT, INC. By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President Its: Vice President NORTH AMERICAN DISTRIBUTION, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President ANNEX I Applicable Margin Grid Revolving Credit and Term Loan Facilities (basis points per annum) Basis for Pricing Level I Level II Level III Level IV** Level V Consolidated North American Total Debt to Consolidated North American EBITDA Ratio * <3.00 to 1.00 >3.00 to 1.00 <3.50 to 1.00 >3.50 to 1.00 <4.00 to 1.00 >4.00 to 1.00 <4.50 to 1.00 >4.50 to 1.00 US Revolving Credit Eurodollar Margin 275 300 325 350 400 US Revolving Credit US Base Rate Margin 175 200 225 250 300 US Revolving Credit Facility Fee 37.5 50 50 50 50 US Letter of Credit Fees (exclusive of facing fees) 275 300 325 350 400 Term Loan Eurodollar Margin 325 350 375 400 450 Term Loan US Base Rate Margin 225 250 275 300 350 Canadian Revolving Credit Canadian Prime-based Margin 275 300 325 350 400 Canadian Revolving Credit US Prime-based Margin 175 200 225 250 300 Canadian Revolving Credit Facility Fee 50 50 50 50 50 Canadian BA-based Rate (for Canadian Dollar advances) and Eurodollar Rate (for US Dollar Advances) 275 300 325 350 400 Canadian Letter of Credit Fees (exclusive of facing fees) 275 300 325 350 400 * Definitions as set forth in the Credit Agreement. ** Pricing grid level as of January 9, 2015 EXHIBIT “A” DOCUMENTATION CHECKLIST US Borrowers: Manitex International, Inc., a Michigan corporation Manitex, Inc. a Texas corporation Manitex Sabre, Inc., a Michigan corporation Badger Equipment Company, a Minnesota corporation Manitex Load King, Inc., a Michigan corporation Canadian Borrower: Manitex Liftking, ULC, an Alberta corporation Agent: Comerica Bank, as US Agent for all Lenders Comerica Bank, as Canadian Agent for all Canadian Lenders Guarantors: Liftking, Inc. (with respect to debt of all Borrowers) Manitex, LLC (with respect to debt of all Borrowers) All US Borrowers (with respect to debt of Canadian Borrower) North American Distribution, Inc. (with respect to debt of all Borrowers) North American Equipment, Inc. (with respect to debt of all Borrowers) Subordinated Creditors: Terex Corporation, MI Convert Holdings LLC and Invemed Associates LLC a New York limited liability company Transaction: Amendment No. 1 to Amended and Restated Credit Agreement Closing Date: March , 2015Vice President
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Effectiveness and Counterparts. This Amendment may be executed in as many counterparts as US Agent, Canadian Agent, the Lenders and the Borrowers deem convenient, and shall become effective upon delivery to US Agent and Canadian Agent of: (i) all executed counterparts hereof from the Lenders and from Borrowers and each of the Guarantors; (ii) the documents listed on the Closing Checklist attached hereto as Exhibit A; and (iii) any other documents or items which US Agent or Canadian Agent may require to carry out the terms hereof. This Amendment No. 1 5 to Amended and Restated Credit Agreement is executed and delivered on the Fifth Amendment No. 1 Effective Date. MANITEX INTERNATIONALCOMERICA BANK, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President MANITEX, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President MANITEX SABRE, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President BADGER EQUIPMENT COMPANY By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President MANITEX LOAD KING, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President MANITEX LOAD KING, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President COMERICA BANK as US Agent By: /s/ Xxxxx X. Xxxxxx, III Xxxxx X. Xxxxxx, III Its: Vice President COMERICA BANK, as US Lender, as US Issuing Lender, and as US Swing Line Lender By: /s/ Xxxxx X. Xxxxxx, III Xxxxx X. Xxxxxx, III Its: Vice President COMERICA BANK, as Canadian Agent By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Its: Portfolio Risk Manager COMERICA BANK, as Canadian Lender, As as Canadian Issuing Lender, and as Canadian Swing Line Lender By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Its: Portfolio Risk Manager [Signature Page – US Lender] FIFTH THIRD BANK, as US Lender By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Its: Assistant Vice President FIFTH THIRD BANK[Signature Page US Borrowers] MANITEX INTERNATIONAL, as Canadian Lender INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxx Its: Director President MANITEX, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President MANITEX SABRE, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President BADGER EQUIPMENT COMPANY By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President MANITEX LOAD KING, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President MANITEX LIFTKING, ULC By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President [Signature Page US Guarantors] GUARANTORS: MANITEX INTERNATIONAL, INC. MANITEX, INC. By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President Its: President MANITEX SABRE, INC. BADGER EQUIPMENT COMPANY By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President Its: Vice President MANITEX LOAD KING, INC. LIFTKING, INC. By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President Its: President MANITEX, LLC NORTH AMERICAN EQUIPMENT, INC. By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President Its: Vice President NORTH AMERICAN DISTRIBUTION, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President ANNEX I Applicable Margin Grid Revolving Credit and Term Loan Facilities (basis points per annum) Basis for Pricing Level I Level II Level III Level IV** Level V Consolidated North American Total Debt to Consolidated North American EBITDA Ratio * <3.00 to 1.00 >3.00 to 1.00 <3.50 to 1.00 >3.50 to 1.00 <4.00 to 1.00 >4.00 to 1.00 <4.50 to 1.00 >4.50 to 1.00 PERCENTAGES AND ALLOCATIONS REVOLVING CREDIT FACILITIES Lenders US Revolving Credit Eurodollar Margin 275 300 325 350 400 Percentage US Revolving Credit US Base Rate Margin 175 200 225 250 300 US Revolving Credit Facility Fee 37.5 50 50 50 50 US Letter of Credit Fees (exclusive of facing fees) 275 300 325 350 400 Term Loan Eurodollar Margin 325 350 375 400 450 Term Loan US Base Rate Margin 225 250 275 300 350 Allocations Canadian Revolving Credit Canadian Prime-based Margin 275 300 325 350 400 Percentage Canadian Revolving Credit US Prime-based Margin 175 200 225 250 300 Canadian Revolving Allocations Total Allocations Weighted Percentage Comerica Bank 75 % US$ 30,000,000.00 100 % US$ 9,000,000.00 US$ 39,000,000.00 79.59 % Fifth Third Bank 25 % US$ 10,000,000.00 0.0 % US$0.00 US$ 10,000,000.00 20.41 % TOTALS 100 % US$ 40,000,000.00 100 % US$ 9,000,000.00 US$ 49,000,000.00 100 % Schedule 1.1 Compliance Information Correct Legal Name Address Type of Organization Jurisdiction of Organization Tax identification number and other identification numbers Manitex International, Inc. 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Corporation Michigan Tax: Organizational: Manitex, Inc. 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Corporation Texas Tax: Organizational: Manitex Sabre, Inc. 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Corporation Michigan Tax: Organizational: Badger Equipment Company 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Corporation Minnesota Tax: Organizational: Manitex Load King, Inc. 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Corporation Michigan Tax: Organizational: Manitex Liftking, ULC 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Unlimited Liability Company Alberta Organizational: Liftking, Inc. 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Corporation Michigan Tax: Organizational: Manitex, LLC 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Limited Liability Company Delaware Tax: Organizational: North American Equipment, Inc. 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Corporation Illinois Tax: Organizational: North American Distribution, Inc. 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxxx, Xxxxxxxx 00000 Corporation Illinois Tax: Organizational: Schedule 5.1(b) Jurisdictions in Which Credit Facility Fee 50 50 50 50 50 Canadian BA-based Rate Parties Do Business Credit Party Jurisdiction Manitex International, Inc. Michigan, Illinois Manitex, Inc. Texas, Louisiana Manitex Sabre, Inc. Michigan Badger Equipment Company Minnesota Manitex Load King, Inc. Michigan, Louisiana and South Dakota Liftking, Inc. Michigan Manitex, LLC Delaware North American Equipment, Inc. Illinois North American Distribution, Inc. Illinois SCHEDULE 6.18 RESTRICTED SUBSIDIARIES Credit Party Restricted Subsidiaries Manitex International, Inc. Manitex Load King, Inc. Manitex Sabre, Inc. Badger Equipment Company Quantum Value Management CVS Farrari S.R.L. Liftking, Inc. Manitex, LLC North American Equipment, Inc. North American Distribution, Inc. Manitex, Inc. None Manitex Sabre, Inc. None Badger Equipment Company None Manitex Load King, Inc. None Manitex Liftking, ULC None Liftking, Inc. Manitex Liftking, ULC Manitex, LLC Manitex, Inc. North American Equipment, Inc. None North American Distribution, Inc. None Credit Party Unrestricted Subsidiaries Manitex International, Inc. A.S.V. Inc. Schedule 6.20 Capital Structure Credit Party Authorized Capital (for Canadian Dollar advancesincluding par value) and Eurodollar Rate Issued Capital Registered Holder(s) Manitex International, Inc. (for US Dollar AdvancesAs of August 5, 2013) 275 300 325 350 400 Canadian Letter of Credit Fees Preferred 150,000 (exclusive of facing feesNo par) 275 300 325 350 400 * Definitions as set forth in the Credit Agreement. ** Pricing grid level as of January 90 Not applicable Common 20,000,000 (No par) 12,295,879 Public traded Manitex, 2015 Inc. 1,000 (No par) 1,000 Manitex, LLC Manitex Sabre, Inc. 1,000 (No par) 100 Manitex International, Inc. Badger Equipment Company 1,000 (No par) 1,000 Manitex International, Inc. Manitex Load King, Inc. 1,000 (No par) 100 Manitex International, Inc. Manitex Liftking, ULC N/A N/A Liftking, Inc. Liftking, Inc. 60,000 (0.001 Par) 5,000 Manitex International, Inc. Manitex, LLC N/A N/A Manitex International, Inc. North American Equipment, Inc. 1,000 (No par) 100 Manitex International, Inc. North American Distribution, Inc. 1,000 (No par) 100 Manitex International, Inc. EXHIBIT “A” [ATTACH CLOSING CHECKLIST] DOCUMENTATION CHECKLIST US Borrowers: Manitex International, Inc., a Michigan corporation Manitex, Inc. a Texas corporation Manitex Sabre, Inc., a Michigan corporation Badger Equipment Company, a Minnesota corporation Manitex Load King, Inc., a Michigan corporation Canadian Borrower: Manitex Liftking, ULC, an Alberta corporation Agent: Comerica Bank, as US Agent for all Lenders Comerica Bank, as Canadian Agent for all Canadian Lenders Guarantors: Liftking, Inc. (with respect to debt of all BorrowersUS Borrowers and Canadian Borrower) Manitex, LLC (with respect to debt of all BorrowersCanadian Borrower) All US Borrowers (with respect to debt of Canadian Borrower) North American Distribution, Inc. (with respect to debt of all BorrowersNew – add by Joinder) (“Distribution”) North American Equipment, Inc. (with respect to debt of all BorrowersNew – add by Joinder) Subordinated Creditors(“Equipment”) Subordinate Creditor: Terex Corporation, MI Convert Holdings LLC and Invemed Associates LLC a New York limited liability company Corporation Transaction: Amendment No. 1 to Amended 5 and Restated Credit Agreement Add new guarantors Closing Date: March December 19, 20152014
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Effectiveness and Counterparts. This Amendment may be executed in as many counterparts as US Agent, Canadian Agent, the Lenders and the Borrowers deem convenient, and shall become effective upon delivery to US Agent and Canadian Agent of: (i) all executed counterparts hereof from the Lenders and from Borrowers and each of the Guarantors; (ii) the documents listed on the Closing Checklist attached hereto as Exhibit A; and (iii) any other documents or items which US Agent or Canadian Agent may require to carry out the terms hereof. [Signature Page Follows] This Second Amendment No. 1 to Amended and Restated Credit Agreement is executed and delivered on the Amendment No. 1 Effective Date. MANITEX INTERNATIONALCOMERICA BANK, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President MANITEX, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President MANITEX SABRE, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President BADGER EQUIPMENT COMPANY By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President MANITEX LOAD KING, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President MANITEX LOAD KING, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President COMERICA BANK as US Agent By: /s/ Xxxxx X. Xxxxxx, III Xxxxx X. Xxxxxx, III Xxxxxx Its: Vice President VP & AGM COMERICA BANK, as US Lender, as US Issuing Lender, and as US Swing Line Lender By: /s/ Xxxxx X. Xxxxxx, III Xxxxx X. Xxxxxx, III Xxxxxx Its: Vice President VP & AGM COMERICA BANK, as Canadian Agent By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Xxxx Xxxxx Its: Portfolio Risk Manager COMERICA BANK, as Canadian Lender, As as Canadian Issuing Lender, and as Canadian Swing Line Lender By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Xxxx Xxxxx Its: Portfolio Risk Manager [Signature Page – US Lender] FIFTH THIRD BANK, as US Lender By: /s/ Xxxxxxx Xxxxxx Print Name: Xxxxxxx Xxxxxx Its: Assistant Officer Title [Signature Page – US Lender] HSBC BANK USA, N.A By: /s/ Xxxxxx X. Xxxxx Print Name: Xxxxxx X. Xxxxx Its: Vice President FIFTH THIRD BANKTitle [Signature Page US Borrowers] MANITEX INTERNATIONAL, as Canadian Lender INC. By: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Its: Director Vice President MANITEX, INC. By: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Its: Vice President MANITEX SABRE, INC. By: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Its: Vice President BADGER EQUIPMENT COMPANY By: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Its: Vice President MANITEX LOAD KING, INC. By: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Its: Secretary MANITEX LIFTKING, ULC By: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Its: Vice President and CFO [Signature Page US Guarantors] GUARANTORS: MANITEX INTERNATIONAL, INC. MANITEX, INC. By: /s/ Xxxxxx Xxxxx X. Xxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxx X. Xxxxxxx Xxxxx Xxxxxx X. Xxxxxxx Xxxxx Xxxxxx X. Xxxxx Xxxxxxx Its: Vice President Its: Vice President MANITEX SABRE, INC. BADGER EQUIPMENT COMPANY By: /s/ Xxxxxx Xxxxx X. Xxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxx X. Xxxxxxx Xxxxx Xxxxxx X. Xxxxxxx Xxxxx Xxxxxx X. Xxxxx Xxxxxxx Its: Vice President Its: Vice President MANITEX LOAD KING, INC. LIFTKING, INC. By: /s/ Xxxxxx Xxxxx X. Xxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxx X. Xxxxxxx Xxxxx Xxxxxx X. Xxxxxxx Xxxxx Xxxxxx X. Xxxxx Xxxxxxx Its: Vice President Its: President Secretary MANITEX, LLC NORTH AMERICAN EQUIPMENT, INC. By: /s/ Xxxxxx Xxxxx X. Xxxxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxxx Its: President Its: President NORTH AMERICAN DISTRIBUTION, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President ANNEX I Applicable Margin Grid Revolving Credit and Term Loan Facilities (basis points per annum) Basis for Pricing Level I Level II Level III Level IV** Level V Consolidated North American Total Debt to Consolidated North American EBITDA Ratio * <3.00 to 1.00 >3.00 to 1.00 <3.50 to 1.00 >3.50 to 1.00 <4.00 to 1.00 >4.00 to 1.00 <4.50 to 1.00 >4.50 to 1.00 US Revolving Credit Eurodollar Margin 275 300 325 350 400 US Revolving Credit US Base Rate Margin 175 200 225 250 300 US Revolving Credit Facility Fee 37.5 50 50 50 50 US Letter of Credit Fees (exclusive of facing fees) 275 300 325 350 400 Term Loan Eurodollar Margin 325 350 375 400 450 Term Loan US Base Rate Margin 225 250 275 300 350 Canadian Revolving Credit Canadian Prime-based Margin 275 300 325 350 400 Canadian Revolving Credit US Prime-based Margin 175 200 225 250 300 Canadian Revolving Credit Facility Fee 50 50 50 50 50 Canadian BA-based Rate (for Canadian Dollar advances) and Eurodollar Rate (for US Dollar Advances) 275 300 325 350 400 Canadian Letter of Credit Fees (exclusive of facing fees) 275 300 325 350 400 * Definitions as set forth in the Credit Agreement. ** Pricing grid level as of January 9, 2015 EXHIBIT “A” DOCUMENTATION CHECKLIST US Borrowers: Manitex International, Inc., a Michigan corporation Manitex, Inc. a Texas corporation Manitex Sabre, Inc., a Michigan corporation Badger Equipment Company, a Minnesota corporation Manitex Load King, Inc., a Michigan corporation Canadian Borrower: Manitex Liftking, ULC, an Alberta corporation Agent: Comerica Bank, as US Agent for all Lenders Comerica Bank, as Canadian Agent for all Canadian Lenders Guarantors: Liftking, Inc. (with respect to debt of all Borrowers) Manitex, LLC (with respect to debt of all Borrowers) All US Borrowers (with respect to debt of Canadian Borrower) North American Distribution, Inc. (with respect to debt of all Borrowers) North American Equipment, Inc. (with respect to debt of all Borrowers) Subordinated Creditors: Terex Corporation, MI Convert Holdings LLC and Invemed Associates LLC a New York limited liability company Transaction: Amendment No. 1 to Amended and Restated Credit Agreement Closing Date: March , 2015Vice President
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Effectiveness and Counterparts. This Amendment may be executed in as many counterparts as US Agent, Canadian Agent, the Lenders and the Borrowers deem convenient, and shall become effective upon delivery to US Agent and Canadian Agent of: (i) all executed counterparts hereof from the Lenders and from Borrowers and each of the Guarantors; (ii) the documents listed on the Closing Checklist attached hereto as Exhibit A; and (iii) any other documents or items which US Agent or Canadian Agent may require to carry out the terms hereof. This Amendment No. 1 4 to Amended and Restated Credit Agreement is executed and delivered on the Fourth Amendment No. 1 Effective Date. MANITEX INTERNATIONALCOMERICA BANK, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President MANITEX, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President MANITEX SABRE, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President BADGER EQUIPMENT COMPANY By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President MANITEX LOAD KING, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President MANITEX LOAD KING, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President COMERICA BANK as US Agent By: /s/ Xxxxx X. Xxxxxx, III Xxxxx X. Xxxxxx, III Its: Vice President COMERICA BANK, as US Lender, as US Issuing Lender, and as US Swing Line Lender By: /s/ Xxxxx X. Xxxxxx, III Xxxxx X. Xxxxxx, III Its: Vice President COMERICA BANK, as Canadian Agent By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Its: Portfolio Risk Manager COMERICA BANK, as Canadian Lender, As as Canadian Issuing Lender, and as Canadian Swing Line Lender By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Its: Portfolio Risk Manager [Signature Page – US Lender] FIFTH THIRD BANK, as US Lender By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Print Name Its: Assistant Vice President FIFTH THIRD BANKTitle HSBC Bank USA, N.A., as Canadian US Lender By: /s/ Xxxxxx X. Xxxxx Xxxxxxx Xxxxx Xxxxxxx Print Name Its: Director Vice President Title [Signature Page US Borrowers] MANITEX INTERNATIONAL, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President MANITEX, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President MANITEX SABRE, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President BADGER EQUIPMENT COMPANY By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President MANITEX LOAD KING, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President MANITEX LIFTKING, ULC By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President [Signature Page US Guarantors] GUARANTORS: MANITEX INTERNATIONAL, INC. MANITEX, INC. By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President Its: President MANITEX SABRE, INC. BADGER EQUIPMENT COMPANY By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President Its: Vice President MANITEX LOAD KING, INC. LIFTKING, INC. By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President Its: President MANITEX, LLC NORTH AMERICAN EQUIPMENT, INC. By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President Its: President NORTH AMERICAN DISTRIBUTION, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: Vice President ANNEX I Applicable Margin Grid Revolving Credit and Term Loan Facilities (basis points per annum) Basis for Pricing Level I Level II Level III Level IV** Level V Consolidated North American Total Debt to Consolidated North American EBITDA Ratio * <3.00 to 1.00 >3.00 to 1.00 <3.50 to 1.00 >3.50 to 1.00 <4.00 to 1.00 >4.00 to 1.00 <4.50 to 1.00 >4.50 to 1.00 US Revolving Credit Eurodollar Margin 275 300 325 350 400 US Revolving Credit US Base Rate Margin 175 200 225 250 300 US Revolving Credit Facility Fee 37.5 50 50 50 50 US Letter of Credit Fees (exclusive of facing fees) 275 300 325 350 400 Term Loan Eurodollar Margin 325 350 375 400 450 Term Loan US Base Rate Margin 225 250 275 300 350 Canadian Revolving Credit Canadian Prime-based Margin 275 300 325 350 400 Canadian Revolving Credit US Prime-based Margin 175 200 225 250 300 Canadian Revolving Credit Facility Fee 50 50 50 50 50 Canadian BA-based Rate (for Canadian Dollar advances) and Eurodollar Rate (for US Dollar Advances) 275 300 325 350 400 Canadian Letter of Credit Fees (exclusive of facing fees) 275 300 325 350 400 * Definitions as set forth in the Credit Agreement. ** Pricing grid level as of January 9, 2015 EXHIBIT “A” DOCUMENTATION CLOSING CHECKLIST US Borrowers: Manitex International, Inc., a Michigan corporation Manitex, Inc. a Texas corporation Manitex Sabre, Inc., a Michigan corporation Badger Equipment Company, a Minnesota corporation Manitex Load King, Inc., a Michigan corporation Canadian Borrower: Manitex Liftking, ULC, an Alberta corporation Agent: Comerica Bank, as US Agent for all Lenders Comerica Bank, as Canadian Agent for all Canadian Lenders Lenders: Comerica Bank, as US Lender and Canadian Lender HSBC Bank, N.A., as US Lender Fifth Third Bank, as US Lender Guarantors: Liftking, Inc. (with respect to debt of all BorrowersUS Borrowers and Canadian Borrower) Manitex, LLC (with respect to debt of all BorrowersCanadian Borrower) All US Borrowers (with respect to debt of Canadian Borrower) North American Distribution, Inc. (with respect to debt of all Borrowers) North American Equipment, Inc. (with respect to debt of all Borrowers) Subordinated Creditors: Terex Corporation, MI Convert Holdings LLC and Invemed Associates LLC a New York limited liability company Transaction: Amendment No. 1 4 to Amended and Restated Credit Agreement Closing Date: March , 2015LOAN DOCUMENTS
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Effectiveness and Counterparts. This Amendment may be executed in as many counterparts as US Agent, Canadian Agent, the Lenders and the Borrowers deem convenient, and shall become effective upon delivery to US Agent and Canadian Agent of: (i) all executed counterparts hereof from the Lenders and from Borrowers and each of the Guarantors; (ii) receipt by Agent of all fees payable to Borrowers to Lenders and Agent as detailed herein and in the Fee Letter from Borrowers to Agent dated on or about the Amendment No. 3 Effective Date; (iii) the documents listed on the Closing Checklist attached hereto as Exhibit A; and (iiiiv) any other documents or items which US Agent or Canadian Agent may require to carry out the terms hereof. Detroit_9222014 [Signature Page - Amendment No. 3 to Amended and Restated Credit Agreement - Borrowers] This Amendment No. 1 3 to Amended and Restated Credit Agreement is executed and delivered on the Amendment No. 1 3 Effective Date. MANITEX INTERNATIONAL, INC. By: /s/ Xxxxxx Axxxxx X. Xxxxx Xxxxxx Axxxxx X. Xxxxx Its: President MANITEX, INC. By: /s/ Xxxxxx Axxxxx X. Xxxxx Xxxxxx Axxxxx X. Xxxxx Its: President MANITEX SABRE, INC. By: /s/ Xxxxxx Axxxxx X. Xxxxx Xxxxxx Axxxxx X. Xxxxx Its: Vice President BADGER EQUIPMENT COMPANY By: /s/ Xxxxxx Axxxxx X. Xxxxx Xxxxxx Axxxxx X. Xxxxx Its: Vice President MANITEX LOAD KINGLIFTKING, INC. ULC By: /s/ Xxxxxx Axxxxx X. Xxxxx Xxxxxx Axxxxx X. Xxxxx Its: Vice President MANITEX LOAD KING, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President Detroit_9222014 COMERICA BANK By: /s/ Xxxxx Sxxxx X. Xxxxxx, III Xxxxx X. Xxxxxx, III Its: Vice President COMERICA BANK, as US Lender, as US Issuing Lender, and as US Swing Line Lender By: /s/ Xxxxx X. Xxxxxx, III Xxxxx X. Xxxxxx, III Its: Vice President COMERICA BANK, as Canadian Agent By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Its: Portfolio Risk Manager COMERICA BANK, as Canadian Lender, As Canadian Issuing Lender, and as Canadian Swing Line Lender By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Its: Portfolio Risk Manager [Signature Page – US Lender] FIFTH THIRD BANK, as US Lender By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Its: Assistant Vice President FIFTH THIRD BANK, as Canadian Lender By: /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx Its: Director GUARANTORS: MANITEX INTERNATIONAL, INC. MANITEX, INC. By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President Its: President MANITEX SABRE, INC. BADGER EQUIPMENT COMPANY By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President Its: President MANITEX LOAD KING, INC. LIFTKING, INC. By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President Its: President MANITEX, LLC NORTH AMERICAN EQUIPMENT, INC. By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President Its: President NORTH AMERICAN DISTRIBUTION, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Its: President ANNEX I Applicable Margin Grid Revolving Credit and Term Loan Facilities (basis points per annum) Basis for Pricing Level I Level II Level III Level IV** Level V Consolidated North American Total Debt to Consolidated North American EBITDA Ratio * <3.00 to 1.00 >3.00 to 1.00 <3.50 to 1.00 >3.50 to 1.00 <4.00 to 1.00 >4.00 to 1.00 <4.50 to 1.00 >4.50 to 1.00 US Revolving Credit Eurodollar Margin 275 300 325 350 400 US Revolving Credit US Base Rate Margin 175 200 225 250 300 US Revolving Credit Facility Fee 37.5 50 50 50 50 US Letter of Credit Fees (exclusive of facing fees) 275 300 325 350 400 Term Loan Eurodollar Margin 325 350 375 400 450 Term Loan US Base Rate Margin 225 250 275 300 350 Canadian Revolving Credit Canadian Prime-based Margin 275 300 325 350 400 Canadian Revolving Credit US Prime-based Margin 175 200 225 250 300 Canadian Revolving Credit Facility Fee 50 50 50 50 50 Canadian BA-based Rate (for Canadian Dollar advances) and Eurodollar Rate (for US Dollar Advances) 275 300 325 350 400 Canadian Letter of Credit Fees (exclusive of facing fees) 275 300 325 350 400 * Definitions as set forth in the Credit Agreement. ** Pricing grid level as of January 9, 2015 EXHIBIT “A” DOCUMENTATION CHECKLIST US Borrowers: Manitex International, Inc., a Michigan corporation Manitex, Inc. a Texas corporation Manitex Sabre, Inc., a Michigan corporation Badger Equipment Company, a Minnesota corporation Manitex Load King, Inc., a Michigan corporation Canadian Borrower: Manitex Liftking, ULC, an Alberta corporation Agent: Comerica Bank, as US Agent for all Lenders Comerica Bank, as Canadian Agent for all Canadian Lenders Guarantors: Liftking, Inc. (with respect to debt of all Borrowers) Manitex, LLC (with respect to debt of all Borrowers) All US Borrowers (with respect to debt of Canadian Borrower) North American Distribution, Inc. (with respect to debt of all Borrowers) North American Equipment, Inc. (with respect to debt of all Borrowers) Subordinated Creditors: Terex Corporation, MI Convert Holdings LLC and Invemed Associates LLC a New York limited liability company Transaction: Amendment No. 1 to Amended and Restated Credit Agreement Closing Date: March , 2015
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