SIXTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT among MANITOWOC CAYMAN ISLANDS FUNDING LTD. as Seller, MANITOWOC FOODSERVICE, INC., GARLAND COMMERCIAL RANGES LIMITED, CONVOTHERM-ELEKTROGERÄTE GMBH, MANITOWOC DEUTSCHLAND GMBH, MANITOWOC...Receivables Purchase Agreement • March 9th, 2016 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery • New York
INTELLECTUAL PROPERTY MATTERS AGREEMENTIntellectual Property Matters Agreement • March 9th, 2016 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery
THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “IP Agreement”) is made and entered into effective as of March 4, 2016 (the “Effective Date”), by and among The Manitowoc Company, Inc., a Wisconsin corporation (“Manitowoc ParentCo”), and Manitowoc Foodservice, Inc., a Delaware corporation and wholly-owned subsidiary of Manitowoc ParentCo (“SpinCo”). Capitalized terms used and not otherwise defined in this IP Agreement have the meanings ascribed to such terms in Article 1 of the Separation Agreement (defined below).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • March 9th, 2016 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is effective as of March 4, 2016 between The Manitowoc Company, Inc., a Wisconsin corporation (“Manitowoc ParentCo”), and Manitowoc Foodservice, Inc., a Delaware corporation (“Manitowoc Foodservice”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • March 9th, 2016 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is effective as of March 4, 2016 (the “Effective Date”) between The Manitowoc Company, Inc., a Wisconsin corporation (“Manitowoc ParentCo”), and Manitowoc Foodservice, Inc., a Delaware corporation (“Manitowoc Foodservice”).
MASTER SEPARATION AND DISTRIBUTION AGREEMENTMaster Separation and Distribution Agreement • March 9th, 2016 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery
THIS MASTER SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into effective as of March 4, 2016 (the “Effective Date”), by and among The Manitowoc Company, Inc., a Wisconsin corporation (“Manitowoc ParentCo”), and Manitowoc Foodservice, Inc., a Delaware corporation and wholly-owned subsidiary of Manitowoc ParentCo (“SpinCo”). Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to such terms in Article 1 of this Agreement.
TAX MATTERS AGREEMENT BY AND AMONG THE MANITOWOC COMPANY, INC. AND MANITOWOC FOODSERVICE, INC. MARCH 4, 2016Tax Matters Agreement • March 9th, 2016 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery • Wisconsin
THIS TAX MATTERS AGREEMENT (the “Agreement”) is entered into on March 4, 2016 (the “Effective Date”), by and among The Manitowoc Company, Inc., a Wisconsin corporation (“Manitowoc ParentCo”), and Manitowoc Foodservice, Inc., a Delaware corporation (“SpinCo”) (Manitowoc ParentCo and SpinCo are sometimes collectively referred to herein as the “Companies” and, as the context requires, individually referred to herein as a “Company”).
CREDIT AGREEMENT dated as of March 3, 2016 among MANITOWOC FOODSERVICE, INC. The Subsidiary Borrowers Party Hereto The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent GOLDMAN SACHS BANK USA, as Syndication Agent HSBC BANK...Security Agreement • March 9th, 2016 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery • New York
CREDIT AGREEMENT dated as of March 3, 2016, among MANITOWOC FOODSERVICE, INC., the SUBSIDIARY BORROWERS party hereto, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
JOINDER AGREEMENT TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT March 3, 2016Joinder Agreement • March 9th, 2016 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery • New York
WHEREAS, reference is hereby made to (i) the Exchange and Registration Rights Agreement, dated as of February 18, 2016 (the “Registration Rights Agreement”), by and between MTW Foodservice Escrow Corp. (“Escrow Issuer”) and Goldman, Sachs & Co., on behalf of itself and as representative of the other Initial Purchasers and (ii) the Purchase Agreement, dated as of February 5, 2016 (the “Purchase Agreement”), by and among the Escrow Issuer, Manitowoc Foodservice, Inc. (the “Company”), the guarantors party thereto and Goldman, Sachs & Co., on behalf of itself and as representative of the other Initial Purchasers;
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • March 9th, 2016 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery • New York
FIRST SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”), dated as of March 3, 2016, by and among MANITOWOC FOODSERVICE, INC., a Delaware corporation (the “Company”), the other parties that are signatories hereto as Guarantors (each a “New Guarantor”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
