WELBILT, INC., Issuer AND U.S. Bank National Association, TrusteeIndenture • April 27th, 2018 • Welbilt, Inc. • Refrigeration & service industry machinery • New York
INDENTURE, dated as of April 27, 2018, among WELBILT, INC., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”):
AGREEMENT AND PLAN OF MERGER By and Among ALI HOLDING S.R.L., ALI GROUP NORTH AMERICA CORPORATION, ASCEND MERGER CORP. and WELBILT, INC. Dated as of July 14, 2021Merger Agreement • July 14th, 2021 • Welbilt, Inc. • Refrigeration & service industry machinery • New York
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 14, 2021 (this “Agreement”), is made by and among Ali Holding S.r.l., an Italian società a responsabilità limitata (“Parent”), Ali Group North America Corporation, a Delaware corporation and a wholly owned Subsidiary of Parent (“Acquiror”), Ascend Merger Corp., a Delaware corporation and a direct wholly owned Subsidiary of Acquiror (“Merger Sub”), and Welbilt, Inc., a Delaware corporation (the “Company”). Defined terms used in this Agreement have the respective meanings ascribed to them herein.
MTW Foodservice Escrow Corp. Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • February 24th, 2016 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery • New York
This EXCHANGE AND REGISTRATION RIGHTS AGREEMENT dated February 18, 2016 (this “Agreement”) is entered into by and among MTW Foodservice Escrow Corp., a Delaware corporation (the “Escrow Issuer”), and Goldman, Sachs & Co., as representative (the “Representative”) of the several Initial Purchasers listed on Schedule 1 to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
CONTINGENT EMPLOYMENT AGREEMENTContingent Employment Agreement • March 14th, 2016 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery • Delaware
THIS AGREEMENT, made this day of , , by and between MANITOWOC FOODSERVICE, INC., a Delaware corporation (together with its subsidiaries and any upstream parent company that in the future may control Manitowoc Foodservice, Inc. referred to herein as the “Company”) and , a key employee of the Company (the “Employee”).
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
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2016 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery • Wisconsin
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is agreed upon and entered into this 15th day of January, 2016 by and between ANDREAS WEISHAAR, an adult individual (the “Employee”) and THE MANITOWOC COMPANY, INC., a Wisconsin corporation, together with its successors and assigns (the “Company”).
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).
AGREEMENT AND PLAN OF MERGER By and Among THE MIDDLEBY CORPORATION, MIDDLEBY MARSHALL INC., MOSAIC MERGER SUB, INC. and WELBILT, INC. Dated as of April 20, 2021Merger Agreement • April 21st, 2021 • Welbilt, Inc. • Refrigeration & service industry machinery • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of April 20, 2021 (this “Agreement”), is made by and among The Middleby Corporation, a Delaware corporation (“Parent”), Middleby Marshall Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Acquiror”), Mosaic Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Acquiror (“Merger Sub”), and Welbilt, Inc., a Delaware corporation (the “Company”). Defined terms used in this Agreement have the respective meanings ascribed to them herein.
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”).
425,000,000 MTW FOODSERVICE ESCROW CORP. to be merged with and into MANITOWOC FOODSERVICE, INC. 9.500% Senior Notes due 2024 Purchase AgreementPurchase Agreement • February 8th, 2016 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery • New York
MTW Foodservice Escrow Corp., a Delaware corporation (the “Escrow Issuer”) and a newly-formed wholly-owned subsidiary of Manitowoc Foodservice, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom Goldman, Sachs & Co. is acting as representative (in such capacity, the “Representative”), $425,000,000 aggregate principal amount of its 9.500% Senior Notes due 2024 (the “Notes”). The Notes will be issued pursuant to an indenture to be dated as of February 18, 2016 (the “Indenture”), between the Escrow Issuer and Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”).
MANITOWOC FOODSERVICE, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (Employee)Restricted Stock Unit Award Agreement • March 30th, 2016 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery • Florida
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated the _____ day of _________, 20__ (the “Grant Date”), is granted by MANITOWOC FOODSERVICE, INC. (the “Company”) to [Name of Employee], an employee of the Company or one of its Affiliates (the “Employee”) pursuant to the Company’s 2016 Omnibus Incentive Plan (the “Plan”).
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.
MANITOWOC FOODSERVICE, INC.PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • March 30th, 2016 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery • Florida
THIS PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”), dated the _____ day of _________, 20__ (the “Grant Date”), is granted by MANITOWOC FOODSERVICE, INC. (the “Company”) to [Name of Employee], an employee of the Company or one of its Affiliates (the “Employee”) pursuant to the Company’s 2016 Omnibus Incentive Plan (the “Plan”).
AMENDMENT TO SETTLEMENT AGREEMENTSettlement Agreement • January 19th, 2016 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery
This Amendment (this “Amendment”) dated as of December 31, 2015 is by and among the persons and entities listed on Exhibit A hereto (collectively, the “Shareholders”, and individually each a “Shareholder”) and The Manitowoc Company, Inc. (the “Company”).
MANITOWOC FOODSERVICE, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (Director)Restricted Stock Unit Award Agreement • March 30th, 2016 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery • Florida
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated the _____ day of _________, 20__ (the “Grant Date”), is granted by MANITOWOC FOODSERVICE, INC. (the “Company”) to [Name of Director], a non-employee director of the Company (the “Director”), pursuant to the Company’s 2016 Omnibus Incentive Plan (the “Plan”).
AMENDMENT TO EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • March 29th, 2016 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery
THIS AMENDMENT (this “Amendment”), dated March 28, 2016, is to the Employee Matters Agreement, effective as of March 4, 2016 (the “Agreement”), between The Manitowoc Company, Inc., a Wisconsin corporation (“Manitowoc ParentCo”), and Manitowoc Foodservice, Inc., a Delaware corporation (“Manitowoc Foodservice”).
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”).
Purchase Agreement by and between Welbilt, Inc. and Pentair Commercial Ice LLC March 2, 2022Purchase Agreement • May 10th, 2022 • Welbilt, Inc. • Refrigeration & service industry machinery • Delaware
MANITOWOC FOODSERVICE, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 30th, 2016 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery • Florida
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated the _____ day of _________, 20__ (the “Grant Date”), is granted by MANITOWOC FOODSERVICE, INC. (the “Company”) to [Name of Employee], an employee of the Company or one of its Affiliates (the “Employee”) pursuant to the Company’s 2016 Omnibus Incentive Plan (the “Plan”).
Settlement AgreementSettlement Agreement • September 1st, 2015 • Manitowoc Foodservice, Inc. • Delaware
This Settlement Agreement (this “Agreement”) dated as of February 6, 2015, is by and among the persons and entities listed on Exhibit A hereto (collectively, the “Shareholders”, and individually each a “Shareholder”) and The Manitowoc Company, Inc. (the “Company”).
MANITOWOC FOODSERVICE, INC. INCENTIVE STOCK OPTION AGREEMENT WITH VESTING PROVISIONSIncentive Stock Option Agreement • March 30th, 2016 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery • Florida
THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”), dated the _____ day of _____________ (the “Grant Date”), is granted by Manitowoc Foodservice, Inc. (the “Company”) to [______________________] (the “Optionee”) pursuant to the Company’s 2016 Omnibus Incentive Plan (the “Plan”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2016 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is agreed upon and entered into this ____ day of _______, 20___, by and between ________________, an adult individual (the “Employee”) and MANITOWOC FOODSERVICE, INC., a Delaware corporation, together with its successors and assigns (the “Company”).
MANITOWOC FOODSERVICE, INC. RESTRICTED STOCK AWARD AGREEMENT (Director)Restricted Stock Award Agreement • March 30th, 2016 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery • Florida
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated the _____ day of _________, 20__ (the “Grant Date”), is granted by MANITOWOC FOODSERVICE, INC. (the “Company”) to [Name of Director], a non-employee director of the Company (the “Director”), pursuant to the Company’s 2016 Omnibus Incentive Plan (the “Plan”).
MANITOWOC FOODSERVICE, INC. NON-QUALIFIED STOCK OPTION AGREEMENT WITH VESTING PROVISIONSNon-Qualified Stock Option Agreement • March 30th, 2016 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery • Florida
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), dated the _____ day of _____________ (the “Grant Date”), is granted by Manitowoc Foodservice, Inc. (the “Company”) to [______________________] (the “Optionee”) pursuant to the Company’s 2016 Omnibus Incentive Plan (the “Plan”).
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • February 7th, 2018 • Welbilt, Inc. • Refrigeration & service industry machinery • New York
This Amendment No. 4 to Credit Agreement (this “Amendment”) is entered into as of February 2, 2018 by and among Welbilt, Inc., a Delaware corporation (formerly known as Manitowoc Foodservice, Inc.) (the “Borrower”), the Subsidiary Borrowers (as defined in the Credit Agreement (as defined below)) signatory hereto, JPMorgan Chase Bank, N.A., individually (“JPMorgan”) and as administrative agent (the “Administrative Agent”), and the other financial institutions signatory hereto.
AMENDMENT NO. 3 TO SIXTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • March 1st, 2018 • Welbilt, Inc. • Refrigeration & service industry machinery • New York
This AMENDMENT NO. 3 TO SIXTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of March 13, 2017 (this “Amendment”), is by and among MANITOWOC CAYMAN ISLANDS FUNDING LTD., as the Seller (the “Seller”), WELBILT, INC. (f/k/a Manitowoc Foodservice, Inc.) (“Welbilt”), GARLAND COMMERCIAL RANGES LIMITED, CONVOTHERM-ELEKTROGERÄTE GMBH (“Convotherm”), WELBILT DEUTSCHLAND GMBH (f/k/a Manitowoc Deutschland GmbH) (“Manitowoc Deutschland”), MANITOWOC FOODSERVICE UK LIMITED (“Manitowoc UK”) and WELBILT ASIA PACIFIC PRIVATE LIMITED (f/k/a Manitowoc Foodservice Asia Pacific Private Limited) (“Manitowoc Asia”), as Servicers (the “Servicers”), and WELLS FARGO BANK, N.A., as Purchaser (the “Purchaser”) and as Agent (the “Agent”).
AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • October 29th, 2018 • Welbilt, Inc. • Refrigeration & service industry machinery • New York
CREDIT AGREEMENT dated as of March 3, 2016, among WELBILT, INC., as the Borrower, ENODIS HOLDINGS LIMITED, as a UK Borrower, the other SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
AMENDMENT NO. 6 TO SIXTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • May 8th, 2019 • Welbilt, Inc. • Refrigeration & service industry machinery • New York
This AMENDMENT NO. 6 TO SIXTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of March 1, 2019 (this “Amendment”), is by and among MANITOWOC CAYMAN ISLANDS FUNDING LTD., as the Seller (the “Seller”), WELBILT, INC. (f/k/a Manitowoc Foodservice, Inc.) (“Welbilt”), GARLAND COMMERCIAL RANGES LIMITED, CONVOTHERM-ELEKTROGERÄTE GMBH (“Convotherm”), WELBILT DEUTSCHLAND GMBH (f/k/a Manitowoc Deutschland GmbH) (“Welbilt Deutschland”), WELBILT UK LIMITED (f/k/a Manitowoc Foodservice UK Limited) (“Foodservice UK”) and WELBILT ASIA PACIFIC PRIVATE LIMITED (f/k/a Manitowoc Foodservice Asia Pacific Private Limited) (“Foodservice Asia”), as Servicers (the “Servicers”), and WELLS FARGO BANK, N.A., as Purchaser (the “Purchaser”) and as Agent (the “Agent”).
AMENDMENT NO. 3 TO CREDIT AGREEMENT AND LIMITED CONSENTCredit Agreement • September 13th, 2017 • Welbilt, Inc. • Refrigeration & service industry machinery • New York
This Amendment No. 3 to Credit Agreement and Limited Consent (this “Amendment”) is entered into as of September 7, 2017 by and among Welbilt, Inc., a Delaware corporation (formerly known as Manitowoc Foodservice, Inc.) (the “Borrower”), the Subsidiary Borrowers (as defined in the Credit Agreement (as defined below)) signatory hereto, JPMorgan Chase Bank, N.A., individually (“JPMorgan”) and as administrative agent (the “Administrative Agent”), and the other financial institutions signatory hereto.
TAX MATTERS AGREEMENT BY AND AMONG THE MANITOWOC COMPANY, INC. AND MANITOWOC FOODSERVICE, INC.Tax Matters Agreement • December 21st, 2015 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery • Wisconsin
THIS TAX MATTERS AGREEMENT (the “Agreement”) is entered into on ______________, 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...Credit 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.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • October 4th, 2016 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery • New York
This Amendment No. 1 to Credit Agreement (this “Amendment”) is entered into as of September 28, 2016 by and among Manitowoc Foodservice, Inc., a Delaware corporation (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.
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;
AGREEMENT REGARDING CONFIDENTIAL INFORMATION, INTELLECTUAL PROPERTY, NON- SOLICITATION OF EMPLOYEES AND NON-COMPETEConfidentiality Agreement • March 1st, 2018 • Welbilt, Inc. • Refrigeration & service industry machinery • Florida
This Agreement is entered into by and between the undersigned employee (“Employee”) and Manitowoc Foodservice, Inc. (“Foodservice”), and sets forth the parties’ understandings regarding Employee’s restrictions from using and/or disclosing Foodservice confidential or proprietary information, soliciting Foodservice employees and customers, and assignment of inventions.
