RECEIVABLES PURCHASE AGREEMENT among MANITOWOC FUNDING, LLC, as Seller, THE MANITOWOC COMPANY, INC., as Servicer, and WELLS FARGO BANK, N.A., as Purchaser and as Agent Dated as of March 3, 2016Receivables Purchase Agreement • March 9th, 2016 • Manitowoc Co Inc • Construction machinery & equip • New York
INTELLECTUAL PROPERTY MATTERS AGREEMENTIntellectual Property Matters Agreement • March 9th, 2016 • Manitowoc Co Inc • Construction machinery & equip
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 Co Inc • Construction machinery & equip
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 Co Inc • Construction machinery & equip
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 Co Inc • Construction machinery & equip
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 Co Inc • Construction machinery & equip • 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 by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, JPMORGAN CHASE BANK, N.A., and GOLDMAN SACHS BANK USA as Joint Lead Arrangers, WELLS FARGO BANK, NATIONAL...Credit Agreement • March 9th, 2016 • Manitowoc Co Inc • Construction machinery & equip • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of March 3, 2016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, JPMORGAN CHASE BANK, N.A., a national banking association, and GOLDMAN SACHS BANK USA, a New York State-chartered bank, as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, JPMORGAN CHASE BANK, N.A., a national bankin
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • March 9th, 2016 • Manitowoc Co Inc • Construction machinery & equip • New York
FIRST SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”), dated as of March 3, 2016, by and among THE MANITOWOC COMPANY, INC., a Wisconsin corporation (the “Company”), the other parties that are signatories hereto as Guarantors (each a “New Guarantor”) and Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).
