Exhibit 10.2



 Exhibit 10.2 

EXECUTION COPY 

AMENDMENT NO. 4 TO SIXTH AMENDED AND RESTATED 

RECEIVABLES PURCHASE AGREEMENT 

This AMENDMENT NO. 4 TO SIXTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of February 2, 2018 (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”). 
 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, 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. Amendments. The Agreement is hereby amended as follows: 

(a) Each reference to the defined term “Manitowoc” in the Agreement and in any related document or agreement shall be deemed to be a
reference to “Welbilt”. 
 (b) Each reference to the defined term “Manitowoc Deutschland” in the Agreement and in any
related document or agreement shall be deemed to be a reference to “Welbilt Deutschland”. 
 (c) Clauses (a) and
(b) of the definition of “Change in Control” set forth in Exhibit I of the Agreement are replaced in their entirety with the following: 

(a) with respect to Welbilt, (i) the acquisition of ownership, directly or indirectly, beneficially or of record, by any
Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the Closing Date) of Equity Interests representing more than thirty percent (30%) of
the 







 aggregate ordinary voting power represented by the issued and outstanding Equity Interests of
Welbilt, (ii) occupation of a majority of the seats (other than vacant seats) on the board of directors of Welbilt by Persons who were neither (x) nominated, appointed or approved by the board of directors of Welbilt nor (y) appointed
by directors so nominated, appointed or approved, (iii) the acquisition of direct or indirect Control of Welbilt by any Person or group or (iv) a “Change in Control” as defined in the Credit Agreement; 

(b) with respect to any Originator, (i) the acquisition of ownership, directly or indirectly, beneficially or of record,
by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the Closing Date), other than Welbilt (or a Subsidiary of Welbilt), of any
membership interests or Equity Interests of such Originator, (ii) occupation of a majority of the seats (other than vacant seats) on the board of directors of such Originator by Persons who were neither (x) nominated, appointed or approved
by the board of directors of such Originator nor (y) appointed by directors so nominated, appointed or approved, or (iii) the acquisition of direct or indirect Control of such Originator by any Person or group other than Welbilt (or a
Subsidiary of Welbilt); 
 (d) Clause (s) of Section 1 of Exhibit IV to the Agreement is replaced in its
entirety with the following: 
 (s) Financial Covenants. 

(i) [Reserved]. 

(ii) Maximum Consolidated Total Leverage Ratio. Welbilt shall cause the Consolidated Total Leverage Ratio at all times
during the fiscal quarters of Welbilt set forth below to be less than the applicable Maximum Consolidated Total Leverage Ratio. For purposes of this clause (ii), “Maximum Consolidated Total Leverage Ratio” shall mean the
applicable ratio set forth in the table below opposite the applicable fiscal quarter or such other maximum ratio with respect to Consolidated Total Leverage Ratio for such fiscal quarter set forth in the Credit Agreement, but only to the extent both
(a) Welbilt has requested the Agent consent to such revision and (b) such revised maximum ratio has been consented to in writing by the Agent on or after the date such maximum ratio has been modified in the Credit Agreement, the
Agent’s response to such request not to be unreasonably delayed. 

  
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	 Fiscal Quarter
Ending
	  	 	  	Ratio	 
	 December 31, 2017
	  		  	 	5.25:1.00	 
	 March 31, 2018
	  		  	 	5.25:1.00	 
	 June 30, 2018
	  		  	 	5.25:1.00	 
	 September 30, 2018
	  		  	 	5.00:1.00	 
	 December 31, 2018
	  		  	 	4.75:1.00	 
	 March 31, 2019
	  		  	 	4.50:1.00	 
	 June 30, 2019
	  		  	 	4.25:1.00	 
	
September 30, 2019 and each fiscal quarter thereafter
	  		  	 	4.00:1.00	 

 (iii) Minimum Consolidated Interest Coverage Ratio. Welbilt shall not permit the
Consolidated Interest Coverage Ratio for any fiscal quarter of Welbilt set forth below to be less than the applicable Minimum Consolidated Interest Coverage Ratio. For purposes of this clause (iii), “Minimum Consolidated Interest
Coverage Ratio” shall mean the applicable ratio set forth in the table below opposite the applicable fiscal quarter or such other minimum ratio with respect to Consolidated Interest Coverage Ratio for such fiscal quarter set forth in the
Credit Agreement, but only to the extent both (a) Welbilt has requested the Agent consent to such revision and (b) such revised minimum ratio has been consented to in writing by the Agent on or after the date such minimum ratio has been
modified in the Credit Agreement, the Agent’s response to such request not to be unreasonably delayed. 
  

							
	 Fiscal Quarter
Ending
	  	 	  	Ratio	 
	 March 31, 2016
	  		  	 	2.00:1.00	 
	 June 30, 2016
	  		  	 	2.00:1.00	 
	 September 30, 2016
	  		  	 	2.25:1.00	 
	 December 31, 2016
	  		  	 	2.25:1.00	 
			
	 March 31, 2017
	  		  	 	2.50:1.00	 
	 June 30, 2017
	  		  	 	2.50:1.00	 
	 September 30, 2017
	  		  	 	2.75:1.00	 
	
December 31, 2017 and each fiscal quarter thereafter
	  		  	 	3.00:1.00	 

 SECTION 3. 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); and 

  
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 (c) this Amendment constitutes the valid and binding obligation of such Person, enforceable
against such Person in accordance with its terms. 
 SECTION 4. 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. 

(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 5. 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) a fully executed copy of Amendment No. 4 to Credit Agreement, dated on or
prior to the date hereof, which amendments the maximum Consolidated Total Leverage Ratio covenant to match the levels set forth in this Amendment; and 

(c) such other agreements, documents, officer certificates and instruments as the Agent shall request prior to the date hereof. 

SECTION 6. 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 7. 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. 

  
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 SECTION 8. 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 9. 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 10. 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. 

[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/ Haresh Shah
	 Name: Haresh Shah
 Title: Vice
President



 Amendment No. 4 to Sixth Amended and 

Restated Receivables Purchase Agreement 

  
 S-1 








 
			
	WELBILT, INC., as a Servicer
		
	By:	 	/s/ Haresh Shah
	 Name: Haresh Shah
 Title: Senior
Vice President and Chief Financial Officer



 Amendment No. 4 to Sixth Amended and 

Restated Receivables Purchase Agreement 

  
 S-2 








 
			
	GARLAND COMMERCIAL RANGES LIMITED, as a Servicer
		
	By:	 	/s/ Haresh Shah
	 Name: Haresh Shah
 Title: Vice
President



 Amendment No. 4 to Sixth Amended and 

Restated Receivables Purchase Agreement 

  
 S-3 








 
			
	CONVOTHERM-ELEKTROGERÄTE GMBH, as a Servicer
		
	By:	 	/s/ Ralf Klein
	 Name: Ralf Klein
 Title:
MD



 Amendment No. 4 to Sixth Amended and 

Restated Receivables Purchase Agreement 

  
 S-4 








 
			
	WELBILT DEUTSCHLAND GMBH, as a Servicer
		
	By:	 	/s/ Hans-Werner Schmidt
	 Name: Hans-Werner Schmidt
 Title:
Managing Director



 Amendment No. 4 to Sixth Amended and 

Restated Receivables Purchase Agreement 

  
 S-5 








 
			
	WELBILT UK LIMITED, as a Servicer
		
	By:	 	/s/ Christopher Cammoile
	 Name: C. Cammoile
 Title:
Director



 Amendment No. 4 to Sixth Amended and 

Restated Receivables Purchase Agreement 

  
 S-6 








 
			
	WELBILT ASIA PACIFIC PRIVATE LIMITED, as a Servicer
		
	By:	 	/s/ Lam Teck Yeow, Leonard
	 Name: Lam Teck Yeow, Leonard
 Title:
Director



 Amendment No. 4 to Sixth Amended and 

Restated Receivables Purchase Agreement 

  
 S-7 








 
			
	 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
  



 Amendment No. 4 to Sixth Amended and 

Restated Receivables Purchase Agreement 

  
 S-8