ContractCredit Agreement • January 7th, 2003 • Middleby Corp • Refrigeration & service industry machinery • Illinois
Exhibit 4.1 AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 23, 2002 among MIDDLEBY MARSHALL INC., THE MIDDLEBY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS, LASALLE BANK NATIONAL ASSOCIATION, as Syndication Agent, WELLS FARGO BANK, N.A.,as Documentation 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
ContractNote Prepayment and Warrant Purchase Agreement • January 7th, 2003 • Middleby Corp • Refrigeration & service industry machinery • Illinois
Exhibit 4.2 NOTE PREPAYMENT AND WARRANT PURCHASE AGREEMENT This Note Prepayment and Warrant Purchase Agreement (this “Agreement”), dated as of December 23, 2002, is by and among The Middleby Corporation, a Delaware corporation (“Parent”), Middleby Marshall Inc., a Delaware corporation (the “Company” and, together with Parent, the “Loan Parties”), the respective Subsidiaries of the Loan Parties signatory hereto (together with the Loan Parties, the “Middleby Companies”), American Capital Strategies, Ltd., a Delaware limited partnership, for itself and in its capacity as servicer of and on behalf of each of ACS Funding Trust I, ACAS Business Loan Trust 2000-1, ACAS Business Loan Trust 2002-1 and ACAS Business Loan Trust 2002-2 (for itself and in such capacity, “ACS”), and American Capital Financial Services, Inc., a Delaware corporation (“ACFS”), as administrative agent (in such capacity, the “Agent”) for the Purchasers under that certain Note and Equity Purchase Agreement, dated as of
ContractStock Purchase Agreement • January 7th, 2003 • Middleby Corp • Refrigeration & service industry machinery
Exhibit 2.1 AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT Reference is made to the Stock Purchase Agreement dated as of August 30, 2001, (as amended by Amendment No. 1 to Stock Purchase Agreement dated December 21, 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 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. The reference to March 31, 2003 in the first clause of Section 11.1(b) is amended and deemed to refer to December 23, 2002. This Am
