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”).
ESCROW AGREEMENTSecurity Agreement • February 8th, 2016 • Manitowoc Foodservice, Inc. • Refrigeration & service industry machinery • New York
CREDIT AGREEMENT dated as of [______], 2016, among MANITOWOC FOODSERVICE, INC., the SUBSIDIARY BORROWERS party hereto, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
