EXHIBIT 4.5
THE MANITOWOC COMPANY, INC.
$175,000,000
10 1/2% SENIOR SUBORDINATED NOTES DUE 2012
JOINDER AGREEMENT
August 8, 2002
DEUTSCHE BANK SECURITIES INC.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
Reference is hereby made to that certain purchase agreement (the
"PURCHASE AGREEMENT") dated as of August 2, 2002 among The Manitowoc Company,
Inc., a Wisconsin corporation (the "COMPANY"), the guarantors named therein (the
"GUARANTORS") and Deutsche Bank Securities Inc., Credit Suisse First Boston
Corporation, Banc One Capital Markets, Inc., Fleet Securities, Inc., X.X. Xxxxxx
Securities Inc. and Xxxxxx Brothers Inc. (the "INITIAL PURCHASERS"). Capitalized
terms used herein and not otherwise defined herein shall have the meanings
ascribed to such terms in the Purchase Agreement.
Each of the undersigned hereby acknowledges that it has received and
reviewed a copy of the Purchase Agreement and all other documents it deems fit
to enter into this Joinder Agreement (the "JOINDER AGREEMENT"), and acknowledges
and agrees to (i) join and become a party to the Purchase Agreement for purposes
of Section 10 thereof as indicated by its signature below; (ii) be bound by all
covenants, agreements, representations, warranties and acknowledgments
attributable to an indemnifying party in the Purchase Agreement as if made by,
and with respect to, each signatory hereto; and (iii) perform all obligations
and duties required of an indemnifying party pursuant to the Purchase Agreement.
Each of the undersigned hereby represents and warrants to and agrees
with the Initial Purchasers that it has all the requisite corporate power and
authority to execute, deliver and perform its obligations under this Joinder
Agreement and that when this Joinder Agreement is executed and delivered, it
will constitute a valid and legally binding agreement enforceable against each
of the undersigned in accordance with its terms.
THE VALIDITY AND INTERPRETATION OF THIS JOINDER AGREEMENT, AND THE
TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED WHOLLY THEREIN.
IN WITNESS WHEREOF, each of the undersigned has caused this Joinder
Agreement to be duly executed and delivered by its proper and duly authorized
officer as of the date set forth above.
Very truly yours,
GROVE INVESTORS, INC.
By:
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Name: Xxxxxxx X. Xxxxx
Title: Vice President and Secretary
GROVE HOLDINGS, INC.
By:
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Name: Xxxxxxx X. Xxxxx
Title: Vice President and Secretary
GROVE WORLDWIDE, INC.
By:
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Name: Xxxxxxx X. Xxxxx
Title: Vice President and Secretary
CRANE ACQUISITION CORP.
By:
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Name: Xxxxxxx X. Xxxxx
Title: Vice President and Secretary
CRANE HOLDING INC.
By:
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Name: Xxxxxxx X. Xxxxx
Title: Vice President and Secretary
GROVE U.S. LLC
By: GROVE WORLDWIDE, INC.
as sole member and manager
By:
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Name: Xxxxxxx X. Xxxxx
Title: Vice President and Secretary
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The foregoing Joinder Agreement is hereby
confirmed and accepted as of the date first
above written.
DEUTSCHE BANK SECURITIES INC.
CREDIT SUISSE FIRST BOSTON CORPORATION
BANC ONE CAPITAL MARKETS, INC.
FLEET SECURITIES, INC.
X.X. XXXXXX SECURITIES INC.
XXXXXX BROTHERS INC.
DEUTSCHE BANK SECURITIES INC.
By:
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Name:
Title:
By:
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Name:
Title:
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