Exhibit 4.4(d)

AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This Amendment No. 2 to Third Amended and Restated Credit Agreement (this “Amendment”) is entered into as of February 20, 2015 by and among The Manitowoc Company, Inc. (the “Borrower”), the Subsidiary Borrowers (as defined in the Credit Agreement (as defined below)) signatory hereto, JPMorgan Chase Bank, N.A., individually and as administrative agent (the “Administrative Agent”), and the other financial institutions signatory hereto.

RECITALS

A.The Borrower, the Subsidiary Borrowers, the Administrative Agent and the Lenders (as defined in the Credit Agreement) are party to that certain Third Amended and Restated Credit Agreement dated as of January 3, 2014 (as amended or restated from time to time, the “Credit Agreement”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by the Credit Agreement.

B.The Borrower, the Subsidiary 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.Amendment to Credit Agreement. Upon the Effective Date (as defined below), 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 in connection with the Transactions, (e) non-recurring cash and non-cash charges permitted by this Agreement in connection with any restructuring, recapitalization, Investment, Permitted Acquisition or incurrence of Indebtedness (other than in connection with the Transactions), incurred or recorded after February 10, 2014 in an aggregate amount not to exceed $50,000,000 during any period of twelve consecutive months, (f) the implied interest component of any Permitted Securitization or Factoring Agreement, (g) any non-cash charges attributable to the expensing of the grant of stock,

stock options or other equity-based awards, (h) any non-cash charges attributable to asset impairments, write-offs and write-downs associated with any restructuring or the sale or discontinuance of assets, products, or business lines (other than those representing the accrual or reserve for a future cash expense), and (i) any non-cash charges attributable to long-term incentive plan changes and employee benefit and pension plan changes.

2.Representations and Warranties of the Borrower. The Borrower represents and warrants that as of the date hereof and as of the Effective Date (defined below):

(a)The execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate action and, if required, stockholder or similar action and that this Amendment is a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;

(b)Each of the representations and warranties contained in the Credit Agreement (treating this Amendment as a Credit Document for purposes thereof) 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 shall be true and correct in all respects) on and as of the Effective Date (other than representations and warranties that relate solely to an earlier date); and

(c)No Default has occurred and is continuing.

3.Effective Date. This Amendment shall become effective on the date and at the time (the “Effective Date”) upon which all of the following conditions have been satisfied:

(a)the execution and delivery hereof by the Borrower, the Subsidiary Borrowers, the Administrative Agent and the Required Lenders (without respect to whether it has been executed and delivered by all the Lenders); and

(b)the execution and delivery by the Borrower, the Subsidiary Borrowers and the Subsidiary Guarantors of an Affirmation of Guaranty and Security Documents in substantially the form of Exhibit A hereto.

4.Reference to and Effect Upon the Credit Agreement; Other.

(a)Except as specifically amended above, the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed. This Amendment shall constitute a Credit Document.

(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 or any Lender under the Credit Agreement or any Credit Document, nor constitute a waiver of any provision of

the Credit Agreement or any 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.

5.Costs and Expenses. The Borrower hereby affirms its obligation under Section 9.03 of the Credit Agreement to reimburse the Administrative Agent for all reasonable and documented 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 and documented fees, charges and disbursements of attorneys for the Administrative Agent with respect thereto.

6.Governing Law. This Amendment shall be governed and 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. Delivery of an executed signature page of this Amendment by facsimile transmission or electronic mail shall be effective as delivery of manually executed counterpart hereof.

[signature pages follow]

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

THE MANITOWOC COMPANY, INC.

By: /s/ Maurice D. Jones

Name:    Maurice D. Jones

Title:    Senior Vice President, General Counsel & Secretary

MANITOWOC EMEA HOLDING SARL

By: /s/ Maurice D. Jones

Name:    Maurice D. Jones

Title:    Manager

MANITOWOC HOLDING ASIA SAS

By: /s/ Maurice D. Jones

Name:    Maurice D. Jones

Title:    General Manager

JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender

By: /s/ Richard D. Barritt

Name:    Richard D. Barritt

Title:    Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

By: /s/ _Mark Holm______________

Name: Mark Holm    

Title:    Managing Director

BANK OF AMERICA, N.A., as a Lender

By: /s/ _Christopher Wozniak______________

Name: Christopher Wozniak    

Title:    Vice President

SunTrust Bank, as a Lender

By: /s/ _Elizabeth Tallmadge______________

Name: Elizabeth Tallmadge    

Title:    Managing Director

BMO Harris Bank N.A., as a Lender

By: /s/ _Ronald J. Carey______________

Name: Ronald J. Carey    

Title:    Senior Vice President

COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND" NEW YORK BRANCH, as a Lender

By: /s/ _James Purky______________

Name: James Purky    

Title:    Vice President

By: /s/ _William Binder______________

Name: William Binder    

Title:    Executive Director

The Bank of Tokyo-Mitsubishi UFJ, LTD., as a Lender

By: /s/ _Mark Maloney______________

Name: Mark Maloney    

Title:    Authorized Signatory

Deutche Bank AG London Branch, as a Lender

By: /s/ _Mark Dixson______________

Name: Mark Dixson    

Title:    Managing Director

By: /s/ _Ray Dukes_____________

Name: Ray Dukes    

Title:    Vice President

Fifth Third Bank, as a Lender

By: /s/ _Gary Losey______________

Name: Gary Losey    

Title:    VP-Corporate Banking

HSBC Bank USA, N.A., as a Lender

By: /s/ _Joseph A. Philbin___________

Name: Joseph A. Philbin    

Title:    Senior Vice President

SIEMENS FINANCIAL SERVICES, INC., as a Lender

By: /s/ _Maria Levy___________

Name: Maria Levy    

Title:    Vice President

By: /s/ _Edward Parkes IV___________

Name: Edward Parkes IV    

Title:    Vice President

BRANCH BANKING AND TRUST COMPANY., as a Lender

By: /s/ _Kurt W. Anstaett___________

Name: Kurt W. Anstaett    

Title:    Senior Vice President

Associated Bank, N.A., as a Lender

By: /s/ _Dan Holzhauer___________

Name: Dan Holzhauer    

Title:    Senior Vice President

PNC Bank, National Association, as a Lender

By: /s/ _Christopher Hermann___________

Name: Christopher Hermann    

Title:    Vice President

Credit Agricole Corporate & Investment Bank, as a Lender

By: /s/ _Mike McIntyre___________

Name: Mike McIntyr    

Title:    Director

By: /s/ _Aaron Sansone___________

Name: Aaron Sansone    

Title:    Vice President

SOCIETE GENERALE, as a Lender

By: /s/ _Linda Tam___________

Name: Linda Tam    

Title:    Director

TD Bank, N.A., as a Lender

By: /s/ _Bernadette Collins___________

Name: Bernadette Collins    

Title:    Senior Vice President

The Northern Trust Company, as a Lender

By: /s/ _Murtuza Ziauddin___________

Name: Murtuza Ziauddin    

Title:    Vice President

STIFEL BANK & TRUST, as a Lender

By: /s/ _Benjamin L. Dodd__________

Name: Benjamin L. Dodd    

Title:    Senior Vice President

Credit Industriel et Commercial, as a Lender

By: /s/ _Nicolas Regent__________

Name: Nicolas Regent    

Title:    Vice President

By: /s/ _Eric Longuet__________

Name: Eric Longuet    

Title:    Managing Director

CIC Lyonnaise de Banque, as a Lender

By: /s/ Jean-Luc MANGIONE__________

Name: Jean-Luc MANGIONE    

Title:    Directeur des Credits (Credit Manager)

ARES XXIV CLO LTD., as a Lender

BY: ARES CLOS MANAGEMENT XXIV, L.P., ITS ASSET MANAGER

BY: ARES CLO GP XXIV, LLC, ITS GENERAL PARTNER

By: /s/ John Eanes________

Name: John Eanes    

Title:    Authorized Signatory

ARES XXVI CLO LTD., as a Lender

BY: ARES CLOS MANAGEMENT XXVI, L.P., its Collateral Manager

BY: ARES CLO GP XXVI, LLC, its General Partner

By: /s/ John Eanes________

Name: John Eanes    

Title:    Authorized Signatory

ARES XXVIII CLO LTD., as a Lender

BY: ARES CLOS MANAGEMENT XXVIII, L.P., its Asset Manager

BY: ARES CLO GP XXVIII, LLC, its General Partner

By: /s/ John Eanes________

Name: John Eanes    

Title:    Authorized Signatory

ARES XXXI CLO LTD., as a Lender

BY: ARES CLOS MANAGEMENT XXXI, L.P., its Portfolio Manager

BY: ARES MANAGEMENT, LLC, its General Partner

By: /s/ John Eanes________

Name: John Eanes    

Title:    Authorized Signatory

KAISER FOUNDATION HOSPITALS, as a Lender

BY: ARES MANAGEMENT LLC, as porfolio manager

By: /s/ John Eanes________

Name: John Eanes    

Title:    Authorized Signatory

AMMC CLO IX, as a Lender

BY: American Money Management Corp., as collateral manager

By: /s/ David P. Meyer________

Name: David P. Meyer    

Title:    Senior Vice President

AMMC CLO X, as a Lender

BY: American Money Management Corp., as Collateral Manager

By: /s/ David P. Meyer________

Name: David P. Meyer    

Title:    Senior Vice President

AMMC CLO XIII, LIMITED, as a Lender

BY: American Money Management Corp., as Collateral Manager

By: /s/ David P. Meyer________

Name: David P. Meyer    

Title:    Senior Vice President

AMMC CLO XIV, LIMITED, as a Lender

BY: American Money Management Corp., as Collateral Manager

By: /s/ David P. Meyer________

Name: David P. Meyer    

Title:    Senior Vice President

BNP Paribas Global Senior Corporate Loans, as a Lender

By: /s/ Dennis Tian________

Name: Dennis Tian    

Title:    Portfolio Manager

By: /s/ Javier Peres Diaz________

Name: Javier Peres Diaz    

Title:    Portfolio Manager

BlueMountain CLO 2011-1 Ltd, as a Lender

BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its Collateral Manager

By: /s/ Meghan Fornshell_______

Name: Meghan Fornshell    

Title:    Operations Analyst

BlueMountain CLO 2012-2 Ltd, as a Lender

BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its Collateral Manager

By: /s/ Meghan Fornshell_______

Name: Meghan Fornshell    

Title:    Operations Analyst

BlueMountain CLO 2013-1 Ltd, as a Lender

BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its Collateral Manager

By: /s/ Meghan Fornshell_______

Name: Meghan Fornshell    

Title:    Operations Analyst

BlueMountain CLO 2013-4 Ltd, as a Lender

BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC, its Collateral Manager

By: /s/ Meghan Fornshell_______

Name: Meghan Fornshell    

Title:    Operations Analyst

EXHIBIT A

AFFIRMATION OF GUARANTY AND SECURITY DOCUMENTS

Each of the undersigned (i) acknowledges receipt of a copy of that certain Amendment No. 2 to Third Amended and Restated Credit Agreement dated as of February 20, 2015 (the “Amendment”) amending that certain Third Amended and Restated Credit Agreement dated as of January 3, 2014 (the “Credit Agreement”) referred to therein, (ii) consents to the Amendment and each of the transactions referenced therein, (iii) hereby reaffirms its obligations under the Parent Guaranty, the Subsidiary Guaranty, the Reaffirmation Agreement and each other Security Document to which it is a party, as applicable, and (iv) agrees that all references in any such other Credit Document to the “Credit Agreement” shall mean and be a reference to the Credit Agreement as amended by the Amendment. Capitalized terms used herein, but not otherwise defined herein, shall have the meanings ascribed to such terms in the Credit Agreement, as amended by the Amendment.

[signature pages follow]

THE MANITOWOC COMPANY, INC.

By: /s/ Maurice D. Jones

Name:    Maurice D. Jones

Title:    Senior Vice President, General Counsel & Secretary

MANITOWOC EMEA HOLDING SARL

By: /s/ Maurice D. Jones

Name:    Maurice D. Jones

Title:    Manager

MANITOWOC HOLDING ASIA SAS

MANITOWOC FRANCE SAS

By: /s/ Maurice D. Jones

Name:    Maurice D. Jones

Title:    General Manager

ENODIS LIMITED

MTW COUNTY LIMITED

By: /s/ Maurice D. Jones

Name:    Maurice D. Jones

Title:    Director

WELBILT WALK-INS, LP

By: Westran Corporation, its General Partner

By: /s/ Maurice D. Jones

Name:    Maurice D. Jones

Title:    Vice President Secretary

APPLIANCE SCIENTIFIC, INC.

CLEVELAND RANGE, LLC

ENODIS CORPORATION

ENODIS HOLDINGS, INC.

FRYMASTER, L.L.C.

GROVE U.S. L.L.C.

KYSOR INDUSTRIAL CORPORATION

KYSOR NEVADA HOLDING CORP.

MANITOWOC CRANE COMPANIES, LLC

MANITOWOC CRANES, LLC

MANITOWOC CRANE GROUP U.S. HOLDING, LLC

MANITOWOC FP, INC.

MANITOWOC FSG INTERNATIONAL HOLDINGS, INC.

MANITOWOC FOODSERVICE COMPANIES, LLC

MANITOWOC FSG OPERATIONS, LLC

MANITOWOC FSG SERVICES, LLC

MANITOWOC FSG U.S. HOLDING, LLC

MCCANN’S ENGINEERING & MANUFACTURING CO., LLC

MMG HOLDING CO., LLC

THE DELFIELD COMPANY, LLC

By: /s/ Maurice D. Jones

Name: Maurice D. Jones

Title: Vice President and Secretary