AMENDMENT NO. 3 TO CREDIT AGREEMENT

EXHIBIT 10.1

AMENDMENT NO. 3 TO CREDIT AGREEMENT

This Amendment No. 3 to Credit Agreement (“Amendment”) is made as of April 22, 2014 (“Third Amendment Effective Date”) among MANITEX INTERNATIONAL, INC., a Michigan corporation, MANITEX, INC., a Texas corporation, MANITEX SABRE, INC., a Michigan corporation, BADGER EQUIPMENT COMPANY, a Minnesota corporation, and MANITEX LOAD KING, INC., a Michigan corporation (each, individually a “US Borrower,” and collectively the “US Borrowers”) and MANITEX LIFTKING, ULC, an Alberta company (the “Canadian Borrower” and, together with the US Borrowers, the “Borrowers” and each individually, a “Borrower”) and COMERICA BANK, a Texas banking association (in its individual capacity, “Comerica”), as US Agent, US Swing Line Lender, a US Issuing Lender and a US Lender, COMERICA BANK, a Texas banking association and authorized foreign bank under the Bank Act (Canada), through its Toronto branch (in its individual capacity, “Comerica Canada”) as Canadian Agent, Canadian Swing Line Lender, Canadian Issuing Lender and a Canadian Lender, and all other Lenders from time to time party hereto (collectively, the “Lenders”).

PRELIMINARY STATEMENT

The Borrowers, US Agent, Canadian Agent and the Lenders entered into a Credit Agreement dated August 19, 2013, as amended by that First Amendment to Credit Agreement dated as of October 15, 2013 and that Second Amendment to Credit Agreement dated as of November 26, 2013 (as amended the “Credit Agreement”) providing terms and conditions governing certain loans and other credit accommodations extended by the US Agent, Canadian Agent and Lenders to Borrowers (“Obligations”).

Borrowers, US Agent, Canadian Agent and the Lenders have agreed to amend the terms of the Credit Agreement as provided in this Amendment.

AGREEMENT

1. Defined Terms. In this Amendment, capitalized terms used without separate definition shall have the meanings given them in the Credit Agreement.

2. Amendment.

a. The following definition of “Canadian WIP Cap” is hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order:

“Canadian WIP Cap shall mean (i) CDN$1,000,000 from the Third Amendment Effective Date through to March 31, 2015, and (ii) CDN$850,000 from April 1, 2015 and thereafter.

b. The following definition of “Canadian Inventory Cap” is hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order:

“Canadian Inventory Cap shall mean (i) CDN$7,000,000 from the Third Amendment Effective Date through to March 31, 2015, and (ii) CDN$5,500,000 from April 1, 2015 and thereafter.

c. The following definition of “Third Amendment Effective Date” is hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order:

d. “Third Amendment Effective Date shall mean April 22, 2014.

e. The definition of “Canadian Borrowing Base” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Canadian Borrowing Base shall mean, as of any date of determination thereof, without duplication, an amount equal to the sum of:

(a) eighty-five percent (85%) of Canadian Borrowing Base Obligors’ Eligible Accounts; plus

(b) eighty-five percent (85%) of Canadian Borrowing Base Obligors’ Eligible Government Accounts; plus

(c) the sum of (x) 50% of Canadian Borrowing Base Obligors’ Eligible Inventory (excluding work-in-process Eligible Inventory); plus (y) the lesser of (i) 30% of Canadian Borrowing Base Obligors’ work-in-process Eligible Inventory which is properly classified under GAAP as work-in-process inventory, or (ii) the Canadian WIP Cap; provided, however, the sum of amounts determined under (x) plus the amount determined under (y) shall not exceed the Canadian Inventory Cap; minus

(d) Priority Payables;

provided that (x) the Canadian Borrowing Base shall be determined on the basis of the most current Canadian Borrowing Base Certificate required or permitted to be submitted hereunder, and (y) any reserves or other adjustments established by the Canadian Agent or the Majority Canadian Revolving Credit Lenders on the basis of any subsequent collateral audits conducted hereunder, all in accordance with ordinary and customary asset-based lending standards, as reasonably determined by the Canadian Agent and the Majority Canadian Revolving Credit Lenders. For greater certainty, Canadian Borrowing Base Obligors’ Eligible Accounts and Eligible Inventory shall not include inventory financed pursuant to the Specialized Equipment Export Facility and accounts derived therefrom and provided, further such inventory financed by the Specialized Equipment Export Facility and accounts derived therefrom shall be detailed in a schedule to the Canadian Borrowing Base Certificate.”

f. The definition of “Eligible Canadian Accounts” in Section 1.1 of the Credit Agreement is hereby replaced by the following definition of “Eligible Government Accounts”:

“Eligible Government Accounts shall mean those Accounts which meet all the requirements of Eligible Accounts except for the requirements set forth in (j)(ii) of the definition of Eligible Accounts and shall include the following government Accounts owing by: (i) Canadian Commercial Corporation, a Crown corporation of the Government of Canada, (ii) Canadian Department of National Defence, a department of the Government of Canada, (iii) the US State Department – GSO, (iv) the USA CE Finance Center, (v) the United Nations, and (vi) North Atlantic Treaty Organization (NATO).”

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3. Representations and Warranties. The Borrowers represent, warrant, and agree that:

a. Except as expressly modified in this Amendment, the representations, warranties, and covenants set forth in the Credit Agreement and in each related document, agreement, and instrument remain true and correct, continue to be satisfied in all respects, and are legal, valid and binding obligations with the same force and effect as if entirely restated in this Amendment, other than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain correct as of such earlier date.

b. When executed, the Agreement, as amended by this Amendment will continue to constitute a duly authorized, legal, valid, and binding obligation of the Borrowers enforceable in accordance with its terms. The Credit Agreement, as amended, along with each related document, agreement and instrument, is ratified and confirmed and shall remain in full force and effect and the Credit Parties further represent and warrant that they have taken all actions necessary to authorize the execution and performance of such documents.

c. There is no Default or Event of Default existing under the Credit Agreement, or any related document, agreement, or instrument, and no event has occurred or condition exists that is or, with the giving of notice or lapse of time or both, would be such a default.

d. As applicable to each such Credit Party, the articles of incorporation, articles of formation, articles of amalgamation, bylaws, operating agreements and resolutions and incumbency certificates of the Borrowers and the Guarantors delivered to US Agent and Canadian Agent in connection with the Credit Agreement on or about August 19, 2013, have not been repealed, amended or modified since the date of delivery thereof and that same remain in full force and effect.

4. Successors and Assigns. This Amendment shall inure to the benefit of and be binding upon the parties and their respective successors and assigns.

5. Governing Law. The parties agree that the terms and provisions of this Amendment shall be governed by and construed in accordance with the laws of the State of Michigan without regard to principles of conflicts of law.

6. No Defenses. The Credit Parties acknowledge, confirm, and warrant to US Agent, Canadian Agent and the Lenders that as of the date hereof the Credit Parties have absolutely no defenses, claims, rights of set-off, or counterclaims against US Agent, Canadian Agent and the Lenders under, arising out of, or in connection with, this Amendment, the Credit Agreement, the Loan Documents and/or the individual advances under the Obligations, or against any of the indebtedness evidenced or secured thereby.

7. Ratification. Except for the modifications under this Amendment, the parties ratify and confirm the Credit Agreement and the Loan Documents and agree that they remain in full force and effect.

8. Further Modification; No Reliance. This Amendment may be altered or modified only by written instrument duly executed by the Credit Parties and the Lenders. In executing this Amendment, the Credit Parties are not relying on any promise or commitment of US Agent, Canadian Agent and/or the Lenders that is not in writing signed by the applicable Agent and/or the Lenders.

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9. Acknowledgment and Consent of Guarantors. Each of the US Credit Parties has guaranteed the payment and performance of the Obligations by Borrowers pursuant to Guaranty dated August 19, 2013 (the “Guaranty”). Each of the Guarantors, by singing below, acknowledges and consents to the execution, delivery and performance of this Amendment, and agrees that the Guaranty remains in full force and effect. Each of the Guarantors further represents that it is in compliance with all of the terms and conditions of its Guaranty.

10. Expenses. Borrowers shall promptly pay all out-of-pocket fees, costs, charges, expenses, and disbursements of US Agent, Canadian Agent and the Lenders incurred in connection with the preparation, execution, and delivery of this Amendment, and the other documents contemplated by this Amendment.

11. 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.

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This Amendment No. 3 to Credit Agreement is executed and delivered on the Third Amendment Effective Date.

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/ Xxxx Xxxxx
		Xxxx Xxxxx
Its:		Portfolio Manager

COMERICA BANK, as Canadian Lender, as Canadian Issuing Lender, and as Canadian Swing Line Lender
By:		/s/ Xxxx Xxxxx
		Xxxx Xxxxx
Its:		Portfolio Manager

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[Signature Page – US Lender]

FIFTH THIRD BANK, as US Lender
/s/ Xxxxxxx Xxxxxx
By:		Xxxxxxx Xxxxxx
		Print Name
Its:		Assistant Vice President
		Title

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[Signature Page – US Lender]

HSBC BANK USA, N.A, as US Lender
/s/ Xxxxxx X. Xxxxx
By:		Xxxxxx X. Xxxxx
		Print Name
Its:		Vice President
		Title

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[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

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[Signature Page Canadian Borrower]

MANITEX LIFTKING, ULC
By:		/s/ Xxxxxx X. Xxxxx
		Xxxxxx X. Xxxxx
Its:		Vice President

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[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
By:		/s/ Xxxxxx X. Xxxxx
		Xxxxxx X. Xxxxx
Its:		Vice President

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EXHIBIT “A”

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 US Borrowers and Canadian Borrower) Manitex, LLC (with respect to debt of Canadian Borrower) All US Borrowers (with respect to debt of Canadian Borrower)
Transaction:		Amendment No. 3 to Credit Agreement

LOAN DOCUMENTS

1. Amendment No. 3 to Credit Agreement

2. Closing Certificate

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