Exhibit 10.5

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) made, delivered, and effective as of July 9, 2009, by and among COMERICA BANK (“Bank”), with an address at 500 Woodward Avenue, Detroit Michigan 48226, QUANTUM VALUE MANAGEMENT, LLC, a Delaware limited liability company, whose address is 33 Bloomfield Hills Parkway, Bloomfield Hills, MI 48304 (“Assignor”), MANITEX INTERNATIONAL, INC., a Michigan corporation, and MANITEX INC., a Texas corporation, whose address is 3000 S. Austin Ave., Georgetown, TX 78626-7544 (collectively “Assignee”).

W I T N E S S E T H :

WHEREAS, Assignor is indebted to Bank under the terms that certain Variable Rate – Single Payment Note in the original principal amount of $20,000,000 dated March 10, 2005, by Assignor payable to Bank (the “Note”).

WHEREAS, Assignor has requested that Bank consent to the assignment by Assignor and the assumption by Assignee of all of Assignor’s obligations to Bank under the Note (the “Assignment”) and Bank is willing to do so under the following terms and conditions.

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements set forth herein, Assignor, Bank and Assignee agree as follows:

1. As of the date hereof, the principal balance of the Note is $1,483,299.

2. Assignor hereby assigns to Assignee, and Assignee hereby assumes and agrees to perform, all of the obligations and liabilities of Assignor to Bank under the Note, all of which shall be binding upon Assignee to the same extent as if Assignee had originally made, executed and delivered the Note.

3. Bank consents to the Assignment.

4. Concurrently herewith, Assignee executes and delivers to the Bank an Installment Note in the form of Exhibit A attached hereto (“Installment Note”). The Installment Note shall constitute an amendment and restatement of the Note.

5. Without limiting the other terms and provisions of this Agreement, Assignor and Assignee each agree to execute and deliver to Bank from time to time such documents or agreements as the Bank may request to give effect to the terms of this Agreement.

6. This Agreement shall be effective on the date of the Assignment.

7. This Agreement shall be binding upon the parties hereto and their successors and assigns.

8. All obligations of Assignee hereunder shall be joint and several.

9. Nothing in this Agreement shall constitute a release or discharge of Assignor’s liability under the Note. Assignor agrees that the Bank may, once or any number of times, modify the terms of the Installment Note, amend or amend and restate the Installment Note, and/or compromise, extend, increase, accelerate, renew or forbear to enforce payment of the Installment Note, all without notice to the Assignor and without affecting in any manner the unconditional obligation of the undersigned under the Installment Note.

10. ASSIGNOR, ASSIGNEE AND BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT OR ANY OF THE NOTE .

11. This Agreement may be signed in counterparts.

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IN WITNESS WHEREOF, this Agreement is executed and delivered as of the day and year first above written.

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CONSENT OF GUARANTOR

The undersigned hereby consents to the execution and delivery of the foregoing Agreement and reaffirms and ratifies all of its obligations to the Bank under or in connection with its guaranty of the obligations of the Assignor.

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EXHIBIT A

FOR VALUE RECEIVED, the undersigned promise(s) to pay to the order of COMERICA BANK (herein called “Bank”), at any office of the Bank in the State of Michigan, the principal sum of ONE MILLION FOUR HUNDRED EIGHTY-THREE THOUSAND TWO HUNDRED NINETY-NINE DOLLARS ($1,483,299), payable in monthly installments equal to Fifty Thousand Dollars ($50,000) each, plus interest, commencing on July 1, 2009, and on each succeeding Installment Payment Date thereafter, until the Maturity Date set forth above, when the entire unpaid balance of principal, interest and all other sums hereunder shall be due and payable in full (unless sooner accelerated in accordance with the terms of this Note).

Subject to the terms and conditions of this Note, the unpaid principal balance outstanding under this Note from time to time shall bear interest at the Prime Referenced Rate plus the Applicable Margin.

Interest accruing hereunder shall be computed on the basis of a 360 day year if this Note evidences a business or commercial loan or a 365/366 day year if a consumer loan, and shall be assessed for the actual number of days elapsed, and in such computation, effect shall be given to any change in the applicable interest rate as a result of any change in the Prime Referenced Rate on the date of each such change.

Accrued and unpaid interest hereunder shall be payable, in arrears, on each Installment Payment Date, including, without limitation, the Maturity Date (unless sooner accelerated in accordance with the terms of this Note).

Payments under this Note shall be first applied to accrued and unpaid interest hereunder and th