ContractCredit Agreement • January 7th, 2002 • Middleby Corp • Refrigeration & service industry machinery • Illinois
Exhibit 4.3 CREDIT AGREEMENT dated as of December 21, 2001 among MIDDLEBY MARSHALL INC., THE MIDDLEBY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS, FLEET NATIONAL BANK, as Syndication Agent, and BANK OF AMERICA, N.A., as Administrative Agent, Issuing Lender and Swing Line Lender BANC OF AMERICA SECURITIES LLC Lead Arranger and Book Manager
ContractS. Pledge Agreement • January 7th, 2002 • Middleby Corp • Refrigeration & service industry machinery • Illinois
Exhibit 4.7 U.S. PLEDGE AGREEMENT THIS U.S. PLEDGE AGREEMENT (this “Agreement”) dated as of December 21, 2001 is among THE MIDDLEBY CORPORATION (the “Parent”), MIDDLEBY MARSHALL INC. (the “Borrower”), each subsidiary of the Borrower from time to time party hereto (together with the Parent and the Borrower, individually each a “Pledgor” and collectively, the “Pledgors”), and BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent (as defined below) for the Lenders (as defined below). W I T N E S S E T H: WHEREAS, the Parent, the Borrower, various financial institutions (the “Lenders”) and Bank of America, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), have entered into a Credit Agreement dated as of December 21, 2001 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”); WHEREAS, the Parent has guaranteed all of the obligations of the Borrower under or in connection with the Credit Agreement and certa
ContractMiddleby Corp • January 7th, 2002 • Refrigeration & service industry machinery
Exhibit 4.5 SUBSIDIARY GUARANTY THIS SUBSIDIARY GUARANTY dated as of December 21, 2001 is executed in favor of BANK OF AMERICA, N.A. (“Bank of America”), individually and as Administrative Agent (as defined below), and the Lender Parties (as defined below). W I T N E S S E T H: WHEREAS, The Middleby Corporation, Middleby Marshall Inc. (the “Borrower”), various financial institutions (the “Lenders”) and Bank of America, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), have entered into a Credit Agreement dated as of December 21, 2001 (as amended, restated or otherwise modified from time to time, the “Credit Agreement;” capitalized terms used but not defined herein have the respective meanings ascribed thereto in the Credit Agreement); and WHEREAS, each of the undersigned will benefit from the making of loans and the issuance of letters of credit pursuant to the Credit Agreement and is willing to guaranty the Liabilities (as defined below) as here
ContractSecurity Agreement • January 7th, 2002 • Middleby Corp • Refrigeration & service industry machinery • Illinois
Exhibit 4.6 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”) dated as of December 21, 2001 is among THE MIDDLEBY CORPORATION (the “Parent”), MIDDLEBY MARSHALL INC. (the “Borrower”), each subsidiary of the Borrower listed on the signature pages hereof, each other person or entity which from time to time becomes a party hereto (collectively, including the Parent and the Borrower, the “Debtors” and individually each a “Debtor”) and BANK OF AMERICA, N.A. (“Bank of America”), in its capacity as Administrative Agent (as defined below) for the Lenders (as defined below). W I T N E S S E T H: WHEREAS, the Parent, the Borrower, various financial institutions (the “Lenders”) and Bank of America, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), have entered into a Credit Agreement dated as of December 21, 2001 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”); WHEREAS, the Parent has guaranteed all of the o
ContractStock Purchase Agreement • January 7th, 2002 • Middleby Corp • Refrigeration & service industry machinery
Exhibit 2.2 AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT Reference is made to the Stock Purchase Agreement dated as of August 30, 2001 (the “Stock Purchase Agreement”) between Maytag Corporation, a Delaware corporation (“Seller”), and The Middleby Corporation, a Delaware corporation (“Buyer”). Capitalized terms used but not defined herein have the meanings set forth in the Stock Purchase Agreement. WHEREAS, Seller and Buyer desire to amend the Stock Purchase Agreement and set forth certain other agreements and understandings and desire that, except as set forth herein, the Stock Purchase Agreement shall remain in full force and effect. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree to amend the Stock Purchase Agreement as follows: 1. Article I is hereby amended by adding the following terms: “Note” has the meaning specified in Section 3.1(b)(ii). “Second Note” has the meaning specified in
