Exhibit





Exhibit 10.7(c)
EXECUTION VERSION



AMENDMENT NO. 2 TO SIXTH AMENDED AND RESTATED 
RECEIVABLES PURCHASE AGREEMENT


This AMENDMENT NO. 2 TO SIXTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of March 9, 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 and MANITOWOC FOODSERVICE ASIA PACIFIC PRIVATE LIMITED, as Servicers (the “Servicers”), and WELLS FARGO BANK, N.A., as Purchaser (the “Purchaser”) and as Agent (the “Agent”). 
WHEREAS, the parties hereto are parties to that certain Sixth Amended and Restated Receivables Purchase Agreement, dated as of March 3, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”);
WHEREAS, concurrently herewith, Convotherm, Manitowoc Deutschland and the Seller are entering into that certain Second Amendment to European Purchase and Sale Agreement, dated as of the date hereof (the “PSA Amendment”); 
WHEREAS, effective as of the date hereof, Manitowoc Deutschland GmbH, a limited liability company (GmbH) organized under the laws of the Federal Republic of Germany, amended its name from “Manitowoc Deutschland GmbH” to “WELBILT Deutschland GmbH” (such name change, the “Subject Name Change”); and
WHEREAS, in connection with the Subject Name Change, the parties hereto wish to modify the Agreement upon the terms hereof.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1.    Definitions.  Capitalized terms defined in the Agreement and used but not otherwise defined herein shall have the meanings assigned thereto in the Agreement.
SECTION 2.    Notice; Consents.
(a)    Notice.  Manitowoc Deutschland hereby provides notice of its intent to perform the Subject Name Change on the date hereof and requests that each of the parties hereto acknowledge and consent to the Subject Name Change effective as of the date hereof.
(b)    Consent to Subject Name Change.  Subject to terms and conditions set forth in this Amendment, each of the parties hereto hereby: (i) acknowledges such notice set forth in clause (a) above, (ii) consents to the Subject Name Change on the date hereof and (iii) 






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waives any notice requirement with respect to the Subject Name Change set forth in the Agreement or any other Transaction Document.
(c)    Consent to PSA Amendment.  Each of the parties hereto acknowledges, consents and agrees to the terms of the PSA Amendment and waives any otherwise applicable conditions precedent thereto under the Agreement and the other Transactions Documents (other than as set forth herein).
SECTION 3.    Amendment.  To reflect the occurrence of the Subject Name Change, each reference to “Manitowoc Deutschland GmbH” (however defined or referenced) in the Agreement and in any related document or agreement shall be deemed to be a reference to “WELBILT Deutschland GmbH”.
SECTION 4.    Representations and Warranties.  On the date hereof, the Seller and each of the Servicers hereby represents and warrants (as to itself) to the Purchaser and the Agent as follows:
(a)    after giving effect to this Amendment, no event or condition has occurred and is continuing which constitutes a Termination Event or Unmatured Termination Event;
(b)    after giving effect to this Amendment, the representations and warranties of such Person set forth in the Agreement and each of the other Transaction Documents are true and correct as of the date hereof, as though made on and as of such date (except to the extent such representations and warranties relate solely to an earlier date and then as of such earlier date); 
(c)    this Amendment constitutes the valid and binding obligation of such Person, enforceable against such Person in accordance with its terms; 
(d)    Manitowoc Deutschland’s is organized under the laws of the Federal Republic of Germany and Manitowoc Deutschland has not merged or consolidated with any other Person or other than changing its name, made any change to its identity or company structure, in each case, in connection with the Subject Name Change; and
(e)    the Subject Name Change has become effective as of the date hereof under the laws of the Federal Republic of Germany.
SECTION 5.    Effect of Amendment.
(a)    All provisions of the Agreement, as expressly amended and modified by this Amendment, shall remain in full force and effect.  On and after the Effective Date, all references in the Agreement (or in any other Transaction Document) to “this Agreement,” “hereof,” “herein” or words of similar effect referring to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment.  This Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Agreement other than as set forth herein.






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(b)    The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or the Purchaser pursuant to any Transaction Document or any other instrument, document or agreement executed and/or delivered in connection therewith, nor constitute a waiver of any provision contained therein.
SECTION 6.    Effectiveness.  This Amendment shall be effective, as of the date hereof (the “Effective Date”), upon receipt by the Agent of the following (in each case, in form and substance reasonably satisfactory to the Agent):
(a)    counterparts of this Amendment duly executed by each of the parties hereto; 
(b)    counterparts of the PSA Amendment duly executed by each of the parties thereto; and
(c)    such other agreements, documents, officer certificates and instruments as the Agent shall request.
SECTION 7.    GOVERNING LAW.  THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAWS PROVISIONS THEREOF).
SECTION 8.    Counterparts.  This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.  This Amendment may be executed by facsimile or delivery of a “.pdf” copy of an executed counterpart hereof.
SECTION 9.    Severability. Each provision of this Amendment shall be severable from every other provision of this Amendment for the purpose of determining the legal enforceability of any provision hereof, and the unenforceability of one or more provisions of this Amendment in one jurisdiction shall not have the effect of rendering such provision or provisions unenforceable in any other jurisdiction.
SECTION 10.    No Party Deem Drafter.  Each of the parties hereto hereby agrees that no party hereto shall be deemed to be the drafter of this Amendment.
SECTION 11.    Headings.  The captions and headings of this Amendment are for convenience of reference only and shall not affect the interpretation of this Amendment, the Agreement or any provision hereof or thereof.
SECTION 12.    Certain Covenants Regarding Post-Closing Conditions.  
(a)    Organic Documents.  On or within ten (10) days following the date hereof, Manitowoc Deutschland shall deliver (or cause to be delivered) to the Purchaser and the Agent the certificate of incorporation, amended articles of association, a commercial 




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register excerpt (Handelsregisterauszug) or other organizational document of Manitowoc Deutschland reflecting the Subject Name Change (including all amendments and modifications thereto) duly certified by a public notary as of a recent date, together with a copy of the by-laws, articles of association (Satzung) or limited liability company agreement of Manitowoc Deutschland, each duly certified by a public notary.
(b)    Secretary Certificate.  On or within ten (10) days following the date hereof, Manitowoc Deutschland shall deliver (or cause to be delivered) to the Purchaser and the Agent a certificate of the managing director(s) (Geschäftsführer) of Manitowoc Deutschland certifying the names and true signatures of its officers authorized to sign this Amendment and the other Transaction Documents to which it is a party.
(c)    Opinion. On or within thirty (30) days following the date hereof, Servicer shall deliver (or cause to be delivered) to the Agent, a favorable opinion of Noerr LLP, German counsel to Manitowoc Deutschland, addressed to the Agent and the Purchaser, in form and substance reasonably satisfactory to the Agent.


[Signature pages follow]




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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, as of the date first above written.
	
			
	 
	MANITOWOC CAYMAN ISLANDS FUNDING LTD., as the Seller

	 
	 
	 

	 
	By:
	/s/ Joel H. Horn

	 
	Name:
	Joel H. Horn

	 
	Title:
	Vice President and Secretary










	
			
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	S-1
	Amendment No. 2 to Sixth Amended and Restated Receivables Purchase Agreement











	
			
	 
	WELBILT, INC., as a Servicer

	 
	 
	 

	 
	By:
	/s/ Joel H. Horn

	 
	Name:
	Joel H. Horn

	 
	Title:
	Senior Vice President, General
Counsel and Secretary








	
			
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	Amendment No. 2 to Sixth Amended and Restated Receivables Purchase Agreement











	
			
	 
	GARLAND COMMERCIAL RANGES LIMITED, as a Servicer

	 
	 
	 

	 
	By:
	/s/ Joel H. Horn

	 
	Name:
	Joel H. Horn

	 
	Title:
	Vice President and Secretary








	
			
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	Amendment No. 2 to Sixth Amended and Restated Receivables Purchase Agreement











	
			
	 
	CONVOTHERM-ELEKTROGERÄTE GMBH, as a Servicer

	 
	 
	 

	 
	By:
	/s/ Ralf Klein

	 
	Name:
	Ralf Klein

	 
	Title:
	MD








	
			
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	Amendment No. 2 to Sixth Amended and Restated Receivables Purchase Agreement











	
			
	 
	WELBILT DEUTSCHLAND GMBH, as a Servicer

	 
	 
	 

	 
	By:
	/s/ Ralf Klein

	 
	Name:
	Ralf Klein

	 
	Title:
	MD








	
			
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	Amendment No. 2 to Sixth Amended and Restated Receivables Purchase Agreement











	
			
	 
	MANITOWOC FOODSERVICE UK LIMITED, as a Servicer

	 
	 
	 

	 
	By:
	/s/ Adrian Gray

	 
	Name:
	Adrian Gray

	 
	Title:
	Director










	
			
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	Amendment No. 2 to Sixth Amended and Restated Receivables Purchase Agreement











	
			
	 
	MANITOWOC FOODSERVICE ASIA PACIFIC PRIVATE LIMITED, as a Servicer

	 
	 
	 

	 
	By:
	/s/ Leonard Lam Teek Yeow

	 
	Name:
	Leonard Lam Teek Yeow

	 
	Title:
	Director








	
			
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	Amendment No. 2 to Sixth Amended and Restated Receivables Purchase Agreement











	
			
	 
	WELLS FARGO BANK, N.A., 
as Agent

	 
	 
	 

	 
	By:
	/s/ Patrick McConnell

	 
	Name:
	Patrick McConnell

	 
	Title:
	Director

	 
	 
	 

	 
	 
	 

	 
	WELLS FARGO BANK, N.A., 
as Purchaser

	 
	 
	 

	 
	By:
	/s/ Patrick McConnell

	 
	Name:
	Patrick McConnell

	 
	Title:
	Director

	 
	 
	 

	 
	 
	 








	
			
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	Amendment No. 2 to Sixth Amended and Restated Receivables Purchase Agreement