Exhibit 4.1

EXECUTION VERSION

AMENDMENT NO. 3 TO

AMENDED AND RESTATED CREDIT AGREEMENT

This Amendment No. 3 to Amended and Restated Credit Agreement (this “Amendment”) is entered into as of January 21, 2010 by and among The Manitowoc Company, Inc., a Wisconsin corporation (the “Borrower”), the Subsidiary Borrowers signatory hereto (together with the Borrower, the “Borrowers”), JPMorgan Chase Bank, N.A., individually and as administrative agent (the “Administrative Agent”), and the other financial institutions signatory hereto.

RECITALS

A.            The Borrowers, the Administrative Agent and the Lenders are party to that certain Amended and Restated Credit Agreement dated as of August 25, 2008, as amended (as so amended, the “Credit Agreement”).  Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by the Credit Agreement, as amended hereby.

B.            The Borrowers, the Administrative Agent and the undersigned Lenders wish to amend the Credit Agreement on the terms and conditions set forth below.

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

1.             Amendments to Credit Agreement.  Upon the “Effective Date” (as defined below), the Credit Agreement shall be amended as follows:

(a)           The defined term “Consolidated EBIT” in Section 1.01 of the Credit Agreement is hereby deleted and replaced with the following:

“Consolidated EBIT” means, for any period, Consolidated Net Income from continuing operations for such period before deducting therefrom Consolidated Interest Expense for such period (to the extent deducted in arriving at Consolidated Net Income for such period) and provision for taxes based on income (including foreign withholding taxes imposed on interest or dividend payments and state single business, unitary or similar taxes imposed on net income) that were included in arriving at Consolidated Net Income for such period and without giving effect, without duplication, to (a) any extraordinary gains, extraordinary losses or other extraordinary non-cash charges or benefits, (b) any charges arising out of prepayments of the Senior Notes, (c) any gains or losses from sales of assets other than from sales of inventory in the ordinary course of business, (d) fees, expenses and charges incurred or recorded prior to December 31, 2008 in connection with the Acquisition, the Transactions or Divestiture Transactions up to an aggregate amount of $25,000,000, (e) 

fees, expenses and charges incurred or recorded after December 31, 2008 and prior to December 31, 2009 in connection with Divestiture Transactions, (f) non-recurring cash severance and non-recurring cash restructuring charges (other than in connection with the Acquisition, the Transactions or Divestiture Transactions) incurred or recorded (i) after September 30, 2008 and on or prior to March 31, 2009 in an aggregate amount up to $25,400,000 and (ii) after March 31, 2009 and on or prior to December 31, 2009 in an aggregate amount up to $26,000,000, (g) non-recurring cash restructuring charges (other than in connection with the Acquisition, the Transactions, the Divestiture Transactions or as permitted by clause (f) of this definition) incurred or recorded on or prior to December 31, 2010 in an aggregate amount up to $20,000,000 and (h) non-recurring cash restructuring charges (other than in connection with the Acquisition, the Transactions, the Divestiture Transactions, as permitted by clause (f) of this definition or as permitted by clause (g) of this definition) incurred or recorded after December 31, 2010 in an aggregate amount up to $15,000,000.

(b)           The defined term “Senior Note Documents” in Section 1.01 of the Credit Agreement is hereby deleted and replaced with the following:

“Senior Note Documents” means the Original Senior Note Documents, the Additional Senior Note Documents, and all other documents executed and delivered with respect any Indebtedness of the Borrower and its Subsidiaries (as applicable) incurred pursuant to Section 6.01(p) and/or 6.01(q) of this Agreement subsequent to the Amendment No. 3 Effective Date.

(c)           The defined term “Senior Notes” in Section 1.01 of the Credit Agreement is hereby deleted and replaced with the following:

“Senior Notes” means the Original Senior Notes, the Additional Senior Notes and any other notes issued pursuant to the Senior Note Documents.

(d)           Section 1.01 of the Credit Agreement is amended by adding the following definitions in appropriate alphabetical order:

“Additional Senior Note Documents” means the Additional Senior Note Indenture and all other documents executed and delivered with respect to the Additional Senior Notes or Additional Senior Note Indenture as in effect on the Amendment No. 3 Effective Date and as the same may be amended, restated, amended and restated, modified or supplemented from time to time in accordance with the terms hereof and thereof.

“Additional Senior Note Indenture” means the Indenture to be dated on or about the Amendment No. 3 Effective Date, among the Borrower and the other parties thereto, as in effect on the Amendment No. 3 Effective Date and as the same may

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be amended, restated, amended and restated, modified or supplemented from time to time in accordance with the terms hereof and thereof.

“Additional Senior Notes” means the Borrower’s Senior Notes issued pursuant to the Additional Senior Note Indenture, as in effect on the Amendment No. 3 Effective Date and as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.

“Amendment No. 3” means that certain Amendment No. 3 to Credit Agreement dated as of January 21, 2010 by and among the Borrower, the Administrative Agent and the Lenders party thereto.

“Amendment No. 3 Effective Date” means the “Effective Date” as defined in Amendment No. 3.

“Original Senior Note Documents” means the Original Senior Note Indenture and all other documents executed and delivered with respect to the Original Senior Notes or Original Senior Note Indenture as in effect on the Effective Date and as the same may be amended, restated, amended and restated, modified or supplemented from time to time in accordance with the terms hereof and thereof.

“Original Senior Note Indenture” means the Indenture dated as of November 6, 2003, among the Borrower and the other parties thereto, as in effect on the Effective Date and as the same may be amended, restated, amended and restated, modified or supplemented from time to time in accordance with the terms hereof and thereof.

“Original Senior Notes” means the Borrower’s 7-1/8% Senior Notes due 2013, issued pursuant to the Original Senior Note Indenture, as in effect on the Effective Date and as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.

(e)           Sub-clause (ii) of Section 5.01(c) of the Credit Agreement is hereby deleted and replaced with the following:

(ii) setting forth reasonably detailed calculations (x)(1) of the amount of “Permitted Indebtedness” (as described in part (2) of the definition thereof in the Original Senior Note Indenture) then outstanding and then permitted to be incurred by the terms of the Original Senior Note Indenture, (2) of the amount of “Permitted Indebtedness” (as described in part (2) of the definition thereof in the Additional Senior Note Indenture) then outstanding and then permitted to be incurred by the terms of the Additional Senior Note Indenture and (3) to the extent applicable, of the amount of “Permitted Indebtedness” (as defined in the applicable Senior Note Document) then outstanding and then permitted to be incurred under this Agreement pursuant to the terms of any other Senior Note Document and (y) demonstrating compliance with Sections 6.07, 6.08, 6.15, 6.16, 6.20 and, commencing with the fiscal quarter ending December 31, 2010, 6.21

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(f)            Section 6.01(b) of the Credit Agreement is hereby deleted and replaced with the following:

(b) Indebtedness existing on the Effective Date and set forth in Schedule 6.01, and any subsequently incurred Indebtedness under lines of credit to any Foreign Subsidiaries which were in effect on the Effective Date, as reduced by any permanent repayments of principal thereof, and extensions, renewals and replacements of any such Indebtedness to the extent that such extensions, renewals and replacements do not increase the principal amount or facility amount, as applicable, outstanding at the time of any such extension, renewal or replacement); provided, however, that, as applicable, such Indebtedness shall be repaid in full as indicated on Schedule 6.01;

(g)           Section 6.01(i) of the Credit Agreement is hereby deleted and replaced with the following:

(i)            Indebtedness of Foreign Subsidiaries of the Borrower under lines of credit to any such Foreign Subsidiary from Persons other than the Borrower or any of its Subsidiaries, the proceeds of which Indebtedness are used for such Foreign Subsidiary’s working capital and other general corporate purposes; provided that the aggregate principal amount of all such Indebtedness outstanding at any time for all such Foreign Subsidiaries (excluding Indebtedness existing on the Effective Date and set forth on Schedule 6.01, subsequently incurred Indebtedness under lines of credit to any Foreign Subsidiaries which were in effect on the Effective Date, and refinancings thereof by the applicable Subsidiary or another Subsidiary in the same country to the extent that such refinancings do not increase the amount of the applicable Indebtedness nor provide security not applicable to such scheduled or subsequently incurred Indebtedness, except to the extent secured and/or guaranteed by the Security Documents and/or the other applicable Credit Documents) shall not exceed $30,000,000;

(h)           Section 6.01(n) of the Credit Agreement is hereby amended by deleting the number “$80,000,000” and replacing it with “$100,000,000”.

(i)            Section 6.01(p) of the Credit Agreement is hereby amended by deleting the words “Senior Note Documents” and replacing them with “Original Senior Note Documents”.

(j)            Section 6.05(i) of the Credit Agreement is hereby amended by deleting the number “$80,000,000” and replacing it with “$100,000,000”.

(k)           Section 6.05(j) of the Credit Agreement is hereby amended by deleting the number “$80,000,000” and replacing it with “$100,000,000”.

(l)            Sub-clause (vii)(B) of Section 6.05(m) of the Credit Agreement is hereby deleted and replaced with the following:

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(B) the Borrower is in compliance with Sections 6.07, 6.08 and, commencing with the fiscal quarter ending December 31, 2010, 6.21, on a Pro Forma Basis

(m)          Section 6.07 of the Credit Agreement is hereby deleted and replaced with the following:

SECTION 6.07       Minimum Consolidated Interest Coverage Ratio.  The Borrower will not permit the Consolidated Interest Coverage Ratio for any fiscal quarter of the Borrower set forth below to be less than or equal to the ratio set forth opposite such fiscal quarter below:

(n)           Section 6.08 of the Credit Agreement is hereby deleted and replaced with the following:

SECTION 6.08       Maximum Consolidated Total Leverage Ratio.  The Borrower will cause the Consolidated Total Leverage Ratio at all times during the fiscal quarters of the Borrower set forth below to be less than the ratio set forth opposite such fiscal quarter below:

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(o)           Section 6.10 of the Credit Agreement is hereby deleted and replaced with the following:

SECTION 6.10.  Restrictive Agreements.  The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement or the other Credit Documents or, only until the Initial Borrowing Date, restrictions or conditions imposed by any of the “Credit Documents” (as defined in the Existing Credit Agreement), (ii) the foregoing shall not apply to restrictions and conditions existing on the Effective Date identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to

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restrictions and conditions contained in the Additional Senior Note Documents as in effect on the Amendment No. 3 Effective Date (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition) or any restrictions or conditions contained in any Senior Note Documents issued subsequent to the Amendment No. 3 Effective Date; provided that any Senior Note Documents issued subsequent to the Amendment No. 3 Effective Date pursuant to Section 6.01(q)(i) shall be on terms not materially less favorable to the Lenders, taken as a whole, than the terms of the Additional Senior Note Documents, (iv) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (v) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (vi) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

(p)           Section 6.21 of the Credit Agreement is hereby deleted and replaced with the following:

SECTION 6.21  Maximum Consolidated Senior Secured Leverage Ratio.  The Borrower will cause the Consolidated Senior Secured Leverage Ratio at all times during the fiscal quarters of the Borrower set forth below to be less than the ratio set forth opposite such fiscal quarter below:

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2.             Representations, Warranties and Acknowledgments of the Borrowers.  The Borrowers represent and warrant that:

(a)           The execution, delivery and performance by the Borrowers of this Amendment have been duly authorized by all necessary corporate action and that this Amendment is a legal, valid and binding obligation of the Borrowers enforceable against the Borrowers in accordance with its terms, except as the enforcement thereof may be subject to  the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally;

(b)           Each of the representations and warranties contained in the Credit Agreement is true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect is true and correct in all respects) on and as of the date hereof (other than representations and warranties that relate solely to an earlier date);

(c)           After giving effect to this Amendment, no Default has occurred and is continuing.

(d)           The Borrower’s receipt of the net proceeds from the issuance of the Additional Senior Notes constitutes a Prepayment Event under Section 2.12(c) of the Credit Agreement, and the Borrower shall apply such net proceeds to prepay outstanding Term A Borrowings and Term B Borrowings, ratably.  Notwithstanding the 10 Business Day time period permitted by Section 2.12(c) of the Credit Agreement for the making of such prepayment, the Borrower shall use its reasonable best efforts to ensure that such prepayment is made promptly (and in any event within 2 Business Days) upon the Borrower’s receipt of the net proceeds from the issuance of the Additional Senior Notes.

(e)           Attached hereto as Schedule I is a true and complete list of all lines of credit of the Foreign Subsidiaries of the Borrowers which were in effect on the Effective Date (as defined in the Credit Agreement).

3.             Effective Date.  This Amendment shall become effective upon the execution and delivery hereof by the Borrowers, the Administrative Agent and the Required Lenders (without respect to whether it has been executed and delivered by all the Lenders); provided that Section 1 hereof shall not become effective until the date (the “Effective Date”) when the following additional conditions have also been satisfied:

(a)           Each of the Credit Parties shall have executed and delivered to the Administrative Agent a Reaffirmation of Guaranty and Collateral Documents in the form of Exhibit A hereto.

(b)           The Administrative Agent shall have received an executed legal opinion from ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP in form and substance satisfactory to the Administrative Agent.  The Borrower hereby requests such counsel to deliver such opinion.

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(c)           The Borrower shall have paid (i) to the Administrative Agent for the ratable benefit of the Lenders consenting to this Amendment an amendment fee equal to ..075% of the aggregate Revolving Commitments and outstanding Term Loans of each such Lender, in each case determined as of the Effective Date (without giving effect to any prepayment of the Term Loans on the Effective Date), and (ii) to the Administrative Agent for its own account any other separately agreed fees relating hereto.

(d)           The Administrative Agent shall have received evidence of the Borrower’s issuance of the Additional Senior Notes on terms not materially less favorable to the Lenders, taken as a whole, than the terms of the Original Senior Notes in an aggregate principal amount not less than $300,000,000.

(e)           The Borrowers shall have provided such other corporate and other certificates, opinions, documents, instruments and agreements as the Administrative Agent may reasonably request.

The Administrative Agent shall notify the Borrower and the Lenders promptly of the occurrence of the Effective Date and such notice shall be conclusive and binding on all parties hereto.  In the event the Effective Date has not occurred on or before the date that is ninety (90) from the initial date upon which the Required Lenders shall have consented to this Amendment, Section 1 hereof shall not become operative and shall be of no force or effect.

4.             Reference to and Effect Upon the Credit Agreement.

(a)           Except as specifically amended or waived above, the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed in all respects.

(b)           The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent, the Collateral Agent or any Lender under the Credit Agreement or any other Credit Document, nor constitute a waiver of any provision of the Credit Agreement or any other Credit Document, except as specifically set forth herein.  Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby.

(c)           This Amendment shall be deemed to be a Credit Document for all purposes of the Credit Documents.

5.             Costs and Expenses.  The Borrower hereby affirms its obligations under Section 9.03 of the Credit Agreement to reimburse the Administrative Agent for all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Amendment, including but not limited to the reasonable fees, charges and disbursements of attorneys for the Administrative Agent with respect thereto.

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6.             Governing Law.  This Agreement shall be construed in accordance with and governed by the law (without regard to conflict of law provisions) of the State of New York.

7.             Headings.  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.

8.             Counterparts.  This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all such counterparts shall constitute one and the same instrument.

[SIGNATURE PAGES FOLLOW]

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

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