Middleby Corporation (ADP)




	




Exhibit 4.3 



THE MIDDLEBY CORPORATION
  




1400 Toastmaster Drive,
Elgin, Illinois 60120 • (847) 741-3300 • Fax (847) 741-9561  







CONFIDENTIAL  



December 23, 2002 




Maytag Corporation

403 W. Fourth Street North
Newton, Iowa 50208

Attention: General Counsel



     Re: 
The Middleby Corporation – Subordinated Promissory Notes 



Ladies and Gentlemen: 



     Reference
is made to the two subordinated promissory notes (the “Original Notes”)
issued by The Middleby Corporation (the “Company”) to Maytag Corporation
(“Maytag”) dated December 21, 2001 in the original principal
amounts of $12,167,769 and $6,000,000, respectively, pursuant to the terms of the Stock
Purchase Agreement, dated as of August 30, 2001, as amended, between the Company and
Maytag, and to any and all outstanding subordinated promissory notes issued subsequently
in payment of interest on the Original Notes or on other such subsequently-issued
subordinated promissory notes (all such subordinated promissory notes, including the
Original Notes, being referred to herein collectively as the “Subordinated Notes,” and
each as a “Subordinated Note”).  



     The
Company and Middleby Marshall Inc. (“Middleby Marshall”) are currently
contemplating a transaction or transactions (collectively, the “Transaction”)
in which (i) Middleby Marshall would prepay its $25,000,000 aggregate principal
amount of senior subordinated promissory notes due September 14, 2006 issued
pursuant to that certain Note and Equity Purchase Agreement (the “Purchase
Agreement”), dated as of December 21, 2001, among the Company, Middleby
Marshall, the securities purchasers from time to time party thereto and American Capital
Financial Services, Inc., as administrative agent for such securities purchasers (such
prepayment, including the payment of any applicable prepayment fee and additional
outstanding principal representing paid-in-kind interest, being referred to hereinafter
as the “Prepayment”) and (ii) the Company would purchase,
repurchase or redeem one or more of the stock purchase warrants issued by it pursuant to
the Purchase Agreement (such purchase, repurchase or redemption being referred to
hereinafter as the “Repurchase”) and (iii) that certain Credit
Agreement, dated as of December 21, 2001, among Middleby Marshall, the Company,
various financial institutions party thereto (together with their respective successors
and assigns, the “Lenders”) and Bank of America, N.A., as administrative
agent for the Lenders, would be amended and restated.  









 









	






The Middleby Corporation

December 23, 2002

Page 2 




     Please
indicate, by signing in the space provided on the signature page hereto, your
consent to the consummation of the Transaction as described above and your
express and irrevocable waiver of any right that Maytag might otherwise have to
declare all or any portion of the unpaid principal amount of the Subordinated
Notes or any Subordinated Note, together with interest thereon, to be
immediately due and payable upon the occurrence of or as a result of the
Prepayment and/or the Redemption (such consent and waiver being referred to
hereinafter as the “Consent and Waiver”). 



     Except
as expressly set forth herein, the Consent and Waiver shall not by implication
or otherwise limit, impair, constitute a waiver of, or otherwise affect the
rights or remedies of Maytag under the Subordinated Notes, and shall not alter,
modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Subordinated Notes, all of which are
ratified and affirmed in all respects and shall continue in full force and
effect. 



     In
consideration for the Consent and Waiver, the Company hereby agrees to pay
Maytag a fee of $10,000. Maytag agrees that it shall bear its own fees and
expenses incurred in connection with this letter and the matters addressed
herein, including, without limitation, the Consent and Waiver. 



     A
copy of this letter may be furnished to the administrative agent (the
“Agent”) for the Lenders (as defined below) under that certain
Credit Agreement dated as of December 21, 2001, as amended, among the Company,
Middleby Marshall, various financial institutions (together with their
respective successors and assigns, the “Lenders”) and Bank of
America, N.A., as the Agent, in connection with the amendment and restatement
thereof. 



     This
letter shall be governed by, and construed in accordance with, the laws of the
State of Illinois without regard to the conflicts of law rules thereof that
would require the application of the laws of another jurisdiction. 



     This
letter may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. 



[Signature page
follows.]  








 









	






The Middleby Corporation

December 23, 2002

Page 3 




     Please
indicate your acceptance of the terms hereof by returning to us an executed copy
of this letter. 









			Very Truly yours,

THE MIDDLEBY CORPORATION



By:     /s/ David B. Baker
     ——————————————————

Name: David B. Baker

Title:   Vice President, Chief Financial Officer






	





Acknowledged and agreed to
as of the date first written above: 










	MAYTAG CORPORATION



By:      /s/ Roger K. Scholten
     ——————————————————

Name: Roger K. Scholten

Title:  Senior Vice President and General Counsel