Exhibit 4.4





	





Exhibit 4.4 



DATED DECEMBER 21, 2001 






G.S. BLODGETT
CORPORATION 



- and - 



BANK OF AMERICA, N.A.,

as Administrative Agent 









DEED OF CHARGE
 AND

MEMORANDUM OF DEPOSIT 










MAYER, BROWN &PLATT

Bucklersbury House
 3 Queen Victoria Street
 London EC4N 8EL
 NAW/01903471 
















	





     THIS
DEED OF CHARGE AND MEMORANDUM OF DEPOSIT is dated the 21st day of December,
2001. 



     BETWEEN: 



     (1)
G.S. BLODGETT CORPORATION, a Vermont corporation (the “Depositor”); and 



     (2)
BANK OF AMERICA, N.A., as administrative agent for the Lender Parties referred to below
(in such capacity, together with any successor and assign in such capacity, the “Administrative
Agent”). 



     WHEREAS: 



     (A)
The Borrower, Middleby Marshall Inc. (the “Borrower”), The
Middleby Corporation, various financial institutions (the
“Lenders”) and the Administrative Agent have entered into a
Credit Agreement dated December 21, 2001 (as amended, restated or otherwise
modified from time to time, the “Credit Agreement”). 



     (B)
The Depositor has guaranteed all of the obligations of the Borrower under or in
connection with the Credit Agreement and in respect of certain hedging
obligations pursuant to a Subsidiary Guaranty dated December 21, 2001 (the
“Subsidiary Guaranty”). 



     (C)
The Depositor will benefit from the making of loans and the issuance of letters
of credit pursuant to the Credit Agreement. 



     (D)
The obligations of the Depositor under the Subsidiary Guaranty are to be secured
pursuant to this Charge and Memorandum of Deposit (as amended, supplemented or
otherwise modified from time to time, this “Charge and
Memorandum”) as more fully described below. 



     (E)
For and in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as set forth in this Charge and Memorandum. 



ARTICLE 1. 



DEFINITIONS 



     SECTION
1.1. Certain Terms. The following terms (whether or not underscored) when
used in this Charge and Memorandum, including its preamble and recitals, shall
have the following meanings (such definitions to be equally applicable to the
singular and plural forms thereof): 



     “Administrative
Agent” is defined in the preamble. 
















	





     “Borrower”
is defined in the first recital. 



     “Charge
and Memorandum” is defined in the fourth recital. 



     “Charged
Property” means all Charged Shares and all other securities,
assignments of amounts due or to become due and other instruments which are now
being delivered by the Depositor to the Administrative Agent or may from time to
time hereafter be delivered by the Depositor to the Administrative Agent for the
purpose of granting security under this Charge and Memorandum, and all proceeds
of any of the foregoing. 



     “Charged
Share Issuer” means the company referred to in the Attachment hereto as
such. 



     “Charged
Shares” means all shares of the Charged Share Issuer which are
delivered by the Depositor to the Administrative Agent as Charged Property
hereunder, which shall at all times constitute not less than 65% of the issued
share capital of such Charged Share Issuer. 



     “Collateral”
is defined in Section 2.1. 



     “Costs
and Expenses” means all reasonable out-of-pocket costs and expenses
(including reasonable attorneys’ fees and legal expenses) incurred by the
Administrative Agent in connection with (i) the Depositor’s execution,
delivery and performance of this Charge and Memorandum, (ii) protecting,
preserving or maintaining any Collateral, (iii) collecting the Liabilities and
(iv) enforcing any rights of the Administrative Agent hereunder in respect of
the Collateral. 



     “Credit
Agreement” is defined in the first recital. 



     “Default”
means the occurrence of any of the following events: (i) any Unmatured Event of
Default with respect to the Parent or the Borrower under Section 12.1.3 of the
Credit Agreement, (ii) any Event of Default or (iii) any warranty of the
Depositor herein is untrue or misleading in any material respect and, as a
result thereof, the Administrative Agent’s security interest in any
material portion of the Collateral is not perfected or the Administrative
Agent’s rights and remedies with respect to any material portion of the
Collateral are materially impaired or otherwise materially adversely affected. 



     “Depositor”
is defined in the preamble. 



     “Distributions”
means all stock dividends, all liquidating dividends, all shares of stock
resulting from any merger or consolidation of the Charged Share Issuer or from
(or in connection with the exercise of) stock splits, reclassifications,
warrants, options or non-cash dividends and all other distributions (whether
similar or dissimilar to the foregoing) on or with respect to any Charged Shares
or other shares constituting Collateral, but shall not include Dividends. 



     “Dividends”
means cash dividends and cash distributions with respect to any Charged Shares
or other Charged Property made in the ordinary course of business and not a
liquidating dividend. 



-2-
















	





     “Lenders”
is defined in the first recital. 



     “Lender
Party” means each Lender and any Affiliate of a Lender which is a party
to a Hedging Agreement with the Borrower, and “Lender Parties” means
all of them. 



     “Liabilities”
means all obligations of the Depositor under or in connection with the
Subsidiary Guaranty, as the same may be amended, modified, extended or renewed
from time to time. 



     “Person”
means any individual, firm, company, corporation, government, state or agency of
a state or any association or partnership (whether or not having separate legal
personality) or any two or more of the foregoing. 



     “Subsidiary
Guaranty” is defined in the second recital. 



     SECTION
1.2. Credit Agreement Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Charge and Memorandum, including
its preamble and recitals, have the meanings provided in the Credit Agreement. 



ARTICLE 2. 



SECURITY INTEREST 



     SECTION
2.1. Grant of Security Interest. The Depositor by way of continuing
security for the payment and satisfaction when due of the Liabilities hereby
charges by way of first fixed charge and assigns by way of security, to the
Administrative Agent, for its benefit and the ratable benefit of the Lender
Parties, all of its right, title and interest in and to the following property
(the “Collateral”): 










	 	     2.1.1.
all issued and outstanding shares of the Charged Share Issuer identified in the
Attachment hereto;






	 	     2.1.2.
all other Charged Property, whether now or hereafter delivered to the Administrative
Agent in connection with this Charge and Memorandum;






	 	     2.1.3.
all Dividends, Distributions, interest and other payments and rights distributed in
respect of or in exchange for any Charged Property; and 1.1.1.






	 	     2.1.4.
all proceeds of any of the foregoing;






	


provided that to the extent
the Charged Share Issuer issues a Dividend and/or makes a Distribution which does not
violate the terms of this Charge and Memorandum, the Credit Agreement or any other Loan
Document, such Dividend shall not be considered to be Collateral; and provided, further that
Collateral shall not include shares of the Charged Share Issuer in excess of 65% of the
total combined voting power of all issued share capital of such Charged Share Issuer.  



-3-
















	





     SECTION
2.2. Delivery of Charged Property. All certificates and instruments
representing or evidencing any Collateral, including all Charged Shares, shall
be delivered to and held by or on behalf of the Administrative Agent pursuant
hereto, shall be in suitable form for transfer by delivery and shall be
accompanied by all necessary instruments of transfer or assignment, duly
executed in blank. 



     SECTION
2.3. Dividends on Charged Shares. If any Dividend is to be paid on any
Charged Share at a time when no Default exists, such Dividend may be paid
directly to the Depositor. During the existence of a Default, all Dividends
shall be paid directly to the Administrative Agent. 



     SECTION
2.4. Continuing Security Interest; Transfer of Note. This Charge and Memorandum
shall create a continuing security interest in the Collateral and shall 










	 	     2.4.1.
remain in full force and effect until payment in full in cash of all Liabilities and the
termination of all commitments to create Liabilities (other than contingent
indemnification obligations not yet due and payable),






	 	     2.4.2.
be binding upon the Depositor and its successors, transferees and assigns, and






	 	     2.4.3.
inure, together with the rights and remedies of the Administrative Agent hereunder, to
the benefit of the Administrative Agent and each other Lender Party and their respective
successors and assigns.






	


ARTICLE 3. 



REPRESENTATIONS AND
WARRANTIES 



     SECTION
3.1. Representations and Warranties, etc. The Depositor represents and
warrants unto each Lender Party, as at the date of each charge and assignment
and delivery hereunder by the Depositor to the Administrative Agent of any
Collateral, as set forth in this Article. 



     SECTION
3.2. Ownership, No Liens, etc. The Depositor has full title guarantee to
(and has full right and authority to charge and assign) such Collateral, free
and clear of all liens, security interests, options or other charges or
encumbrances, other than (a) liens arising hereunder and (b) inchoate tax and
ERISA liens. 



     SECTION
3.3. Valid Security Interest. The delivery of such Collateral to the
Administrative Agent is effective to create a valid first fixed charge and
assignment by way of security in such Collateral and all proceeds thereof,
securing the Liabilities. No filing or other action will be necessary to perfect
or protect such security interest other than registration of this Charge and
Memorandum under Section 395 of the Companies Act 1985 which shall be completed
by Mayer, Brown & Platt within 21 days of the date of this Charge and
Memorandum. 



-4-
















	





     SECTION
3.4. As to Charged Shares. In the case of any Charged Shares constituting
such Collateral, all of such Charged Shares are duly authorized and validly
issued, fully paid, and non-assessable, and the Charged Shares charged hereunder
constitute not less than 65% of the issued and outstanding shares of capital
stock of the Charged Share Issuer. 



     SECTION
3.5. Authorization, Approval, etc. No authorization, approval or other action by,
and no notice to or filing (other than as referred to in Section 3.3) with, any
governmental authority, regulatory body or other Person is required either 










	 	     3.5.1.
for the charge and assignment by the Depositor of any Collateral pursuant to this Charge
and Memorandum or for the execution, delivery and performance of this Charge and
Memorandum by the Depositor, or






	 	     3.5.2.
for the exercise by the Administrative Agent of the voting or other rights provided for
in this Charge and Memorandum, or, except with respect to any Charged Shares, as may be
required in connection with a disposition of such Charged Shares by laws affecting the
offering and sale of securities generally, the remedies in respect of the Collateral
pursuant to this Charge and Memorandum. 






	


ARTICLE 4. 



COVENANTS 



     SECTION
4.1. Protect Collateral. The Depositor will not sell, assign, transfer,
pledge or encumber in any other manner the Collateral (except (a) in favour of
the Administrative Agent hereunder and (b) for sales, assignments, transfers,
pledges or encumbrances which are not prohibited by the Credit Agreement). The
Depositor will take all reasonable steps to warrant and defend the right and
title herein granted unto the Administrative Agent in and to the Collateral (and
all right, title, and interest represented by the Collateral) against the claims
and demands of all Persons whomsoever. The Depositor agrees that at any time,
and from time to time, at the expense of the Depositor, the Depositor will
promptly execute and deliver all further instruments, and take all further
action, that may be necessary, or that the Administrative Agent may reasonably
request, in order to perfect and protect any security interest granted or
purported to be granted hereby or to enable the Administrative Agent to exercise
and enforce its rights and remedies hereunder with respect to any Collateral. 



     SECTION
4.2. Stock Transfer Forms, etc. The Depositor agrees that all Charged
Shares (and all other shares constituting Collateral) delivered by the Depositor
pursuant to this Charge and Memorandum will be accompanied by duly executed
undated blank stock transfer forms, or other equivalent instruments of transfer
reasonably acceptable to the Administrative Agent. The Depositor will, from time
to time upon the reasonable request of the Administrative Agent, promptly
deliver to the Administrative Agent such stock transfer forms, instruments and
similar documents, reasonably satisfactory in form and substance to the
Administrative Agent, with respect to the Collateral as the Administrative Agent
may reasonably request and will, from time to time upon the request of the
Administrative Agent during the existence of a Default, promptly transfer any
Charged Shares or other shares constituting Collateral into the name of any
nominee designated by the Administrative Agent. 



-5-
















	





     SECTION
4.3. Continuous Security. The Depositor will, at all times, keep charged
and assigned to the Administrative Agent pursuant hereto all Charged Shares and
all other shares constituting Collateral, all Dividends and Distributions with
respect thereto (except as provided in the proviso to Section 2.1) and
all other Collateral and other securities, instruments, proceeds and rights from
time to time received by or distributable to the Depositor in respect of any
Collateral. 



     SECTION
4.4. Voting Rights; Dividends, etc. The Depositor agrees: 










	 	     4.4.1.
during the existence of a Default, promptly upon receipt of notice thereof from the
Administrative Agent to the Depositor, to deliver (properly endorsed where required
hereby or requested by the Administrative Agent) to the Administrative Agent all
Dividends, Distributions and other proceeds of the Collateral received by the Depositor,
all of which shall be held by the Administrative Agent as additional Collateral for use
in accordance with Section 6.4; and 






	 	     4.4.2.
during the existence of a Default after the Administrative Agent has notified the
Depositor of the Administrative Agent's intention to exercise its voting power under this
Section 4.4.2:






	 	     (1) the
Administrative Agent may exercise (to the exclusion of the Depositor) the voting power
and all other incidental rights of ownership with respect to any Charged Shares or other
shares of capital stock constituting Collateral and the Depositor hereby grants the
Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote
the Charged Shares and such other Collateral; and 






	 	     (2) promptly
to deliver to the Administrative Agent such additional proxies and other documents as may
be necessary to allow the Administrative Agent to exercise such voting power. 






	


All Dividends, Distributions and
other proceeds of the Collateral which may at any time and from time to time be held by
the Depositor which the Depositor is then obligated to deliver to the Administrative
Agent shall, until delivery to the Administrative Agent, be held by the Depositor
separate and apart from its other property in trust for the Administrative Agent. The
Administrative Agent agrees that unless a Default exists and the Administrative Agent
shall have given the notice referred to above in this Section 4.4.2, the Depositor
shall have the exclusive voting power with respect to any shares (including any of the
Charged Shares) constituting Collateral and the Administrative Agent shall, upon the
written request of the Depositor, promptly deliver such proxies and other documents, if
any, as shall be reasonably requested by the Depositor which are necessary to allow the
Depositor to exercise voting power with respect to any such shares (including any of the
Charged Shares) constituting Collateral; provided that no vote shall be cast, or
consent, waiver or ratification given, or action taken by the Depositor that would
violate this Charge and Memorandum or any other Loan Document.  



-6-
















	





ARTICLE 5. 



THE AGENT 



     SECTION
5.1. Administrative Agent Appointed Attorney-in-Fact. The Depositor
hereby irrevocably appoints the Administrative Agent the Depositor’s
attorney-in-fact, with full authority in the place and stead of the Depositor
and in the name of the Depositor or otherwise, from time to time in the
Administrative Agent’s discretion, to take any action and to execute any
instrument which the Administrative Agent may deem necessary or advisable during
the existence of a Default to accomplish the purposes of this Charge and
Memorandum, including: 










	 	     5.1.1.
to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and
receipts for moneys due and to become due under or in respect of any of the Collateral;






	 	     5.1.2.
to receive, endorse and collect any drafts or other instruments, documents and chattel
paper, in connection with Section 5.1.1 above; and






	 	     5.1.3.
to file any claim or take any action or institute any proceeding which the Administrative
Agent may deem necessary or desirable for the collection of any of the Collateral or
otherwise to enforce the rights of the Administrative Agent with respect to any of the
Collateral. 






	


The Depositor hereby acknowledges,
consents and agrees that the power of attorney granted pursuant to this Charge and
Memorandum is irrevocable and coupled with an interest.  



     SECTION
5.2. Administrative Agent May Perform. If the Depositor fails to perform
any agreement contained herein, the Administrative Agent may itself perform, or
cause performance of, such agreement, and the reasonable Costs and Expenses of
the Administrative Agent in connection therewith shall be payable by the
Depositor pursuant to Section 6.4. 



     SECTION
5.3. Administrative Agent Has No Duty. The powers conferred on the
Administrative Agent hereunder are solely to protect its interest (on behalf of
the Lender Parties) in the Collateral and shall not impose any duty on it to
exercise any such powers. Except for reasonable care of any Collateral in its
possession and the accounting for moneys actually received by it hereunder, the
Administrative Agent shall have no duty as to any Collateral or responsibility
for 



-7-
















	












	 	     5.3.1.
ascertaining or taking action with respect to calls, conversions, exchanges, maturities,
tenders or other matters relative to any Charged Property, whether or not the
Administrative Agent has or is deemed to have knowledge of such matters, or






	 	     5.3.2.
taking any necessary steps to preserve rights against prior parties or any other rights
pertaining to any Collateral.






	


     SECTION
5.4. Reasonable Care. The Administrative Agent is required to exercise
reasonable care in the custody and preservation of any of the Collateral in its
possession; provided that the Administrative Agent shall be deemed to
have exercised reasonable care in the custody and preservation of any of the
Collateral if it takes such action for that purpose as the Depositor reasonably
requests in writing, but failure of the Administrative Agent to comply with any
such request at any time shall not in itself be deemed a failure to exercise
reasonable care. 



ARTICLE 6. 



REMEDIES 



     SECTION
6.1. Certain Remedies. During the existence of a Default: 










	 	     6.1.1.
The Administrative Agent may exercise in respect of the Collateral, in addition to other
rights and remedies provided for herein or otherwise available to it, all the rights and
remedies of a secured party upon a default and also may, without notice except as
specified below, sell the Collateral or any part thereof in one or more parcels at public
or private sale, at any of the Administrative Agent’s offices or elsewhere, for
cash, on credit or for future delivery, and upon such other terms as the Administrative
Agent may determine to be commercially reasonable. The Depositor agrees that, to the
extent notice of sale shall be required by law, at least ten days’prior notice to
the Depositor of the time and place of any public sale or the time after which any
private sale is to be made shall constitute reasonable notification. The Administrative
Agent shall not be obligated to make any sale of Collateral regardless of notice of sale
having been given. The Administrative Agent may adjourn any public or private sale from
time to time by announcement at the time and place fixed therefor, and such sale may,
without further notice, be made at the time and place to which it was so adjourned. 






	 	     6.1.2.
The Administrative Agent may 






	 	     (1) transfer
all or any part of the Collateral into the name of the Administrative Agent or its
nominee, with or without disclosing that such Collateral is subject to the lien and
security interest hereunder, 






	 	     (2)
notify the parties obligated on any of the Collateral to make payment to the
Administrative Agent of any amount due or to become due thereunder,






	


-8-
















	












	 	     (3) enforce
collection of any of the Collateral by suit or otherwise, and surrender, release or
exchange all or any part thereof, or compromise or extend or renew for any period
(whether or not longer than the original period) any obligations of any nature of any
party with respect thereto, 






	 	     (4)
endorse any cheques, drafts or other writings in the Depositor's name to allow collection
of the Collateral,






	 	     (5)
take control of any proceeds of the Collateral, and






	 	     (6) execute
(in the name, place and stead of the Depositor) endorsements, assignments, stock powers
and other instruments of conveyance or transfer with respect to all or any of the
Collateral. 






	


     SECTION
6.2. Further Assurance. If the Administrative Agent shall determine to
exercise its right to sell all or any of the Collateral pursuant to Section
6.1, the Depositor agrees that, upon request of the Administrative Agent,
the Depositor will, at its own expense, execute and deliver, and cause the
issuer of the Collateral contemplated to be sold and the directors and officers
thereof to execute and deliver, all such instruments and documents, and do or
cause to be done all such other acts and things as may be necessary or, in the
opinion of the Administrative Agent, advisable to make such sale of the
Collateral or any part thereof valid and binding and in compliance with
applicable law. 



     SECTION
6.3. Compliance with Restrictions. The Depositor agrees that in any sale
of any of the Collateral during the existence of a Default, the Administrative
Agent is hereby authorized to comply with any limitation or restriction in
connection with such sale as it may be advised by counsel is necessary in order
to avoid any violation of applicable law (including compliance with such
procedures as may restrict the number of prospective bidders and purchasers,
require that such prospective bidders and purchasers have certain
qualifications, and restrict such prospective bidders and purchasers to Persons
who will represent and agree that they are purchasing for their own account for
investment and not with a view to the distribution or resale of such
Collateral), or in order to obtain any required approval of the sale or of the
purchaser by any governmental or regulatory authority or official, and the
Depositor further agrees that such compliance shall not result in such sale
being considered or deemed not to have been made in a commercially reasonable
manner, nor shall the Administrative Agent be liable nor accountable to the
Depositor for any discount allowed by the reason of the fact that such
Collateral is sold in compliance with any such limitation or restriction. 



     SECTION
6.4. Application of Proceeds. All cash proceeds received by the
Administrative Agent in respect of any sale of, collection from or other
realization upon all or any part of the Collateral may, in the discretion of the
Administrative Agent, be held by the Administrative Agent as additional
collateral security for, or then or at any time thereafter be applied (after
payment of any amounts payable to the Administrative Agent pursuant to the
Credit Agreement and Section 6.5) in whole or in part by the
Administrative Agent against all or any part of the Liabilities in accordance
with the terms of the Credit Agreement. 



-9-
















	





     SECTION
6.5. Indemnity and Expenses. The Depositor hereby indemnifies and holds
harmless the Administrative Agent from and against any and all claims, losses
and liabilities arising out of or resulting from this Charge and Memorandum
(including enforcement of this Charge and Memorandum), except claims, losses or
liabilities resulting from the Administrative Agent’s gross negligence or
wilful misconduct. Within three Business Days after demand therefor (which
demand shall be accompanied by a written statement specifying in reasonable
detail the basis for such demand), the Depositor will pay to the Administrative
Agent the amount of any and all Costs and Expenses. 



ARTICLE 7. 



MISCELLANEOUS PROVISIONS 



     SECTION
7.1. Loan Document. This Charge and Memorandum is a Loan Document
executed pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the
terms and provisions thereof. 



     SECTION
7.2. Amendments, etc. No amendment to or waiver of any provision of this
Charge and Memorandum nor consent to any departure by the Depositor herefrom
shall be effective unless the same shall be in writing and signed by the
Administrative Agent and the Depositor, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
it is given. 



     SECTION
7.3. Protection of Collateral. The Administrative Agent may from time to
time, at its option, perform any act which the Depositor agrees hereunder to
perform and which the Depositor shall fail to perform after being requested in
writing so to perform (it being understood that no such request need be given
during the existence of a Default) and the Administrative Agent may from time to
time take any other action which the Administrative Agent reasonably considers
necessary for the maintenance, preservation or protection of any of the
Collateral or of its security interest therein. 



     SECTION
7.4. Notices. All notices hereunder shall be in writing (including
facsimile transmission) and shall be sent to the applicable party at its address
shown below its signature hereto or at such other address as such party may, by
written notice to the other party, have designated as its address for such
purpose. Notices sent by facsimile transmission shall be deemed to have been
given when sent with confirmation of receipt; notices sent by mail shall be
deemed to have been given five Business Days after the date when sent by
registered or certified mail, postage prepaid; and notices sent by hand delivery
or overnight courier shall be deemed to have been given when received. 



-10-
















	





     SECTION
7.5. Captions. Captions used in this Charge and Memorandum are for convenience of
reference only, and shall not affect the construction of this Charge and Memorandum. 



     SECTION
7.6. Severability. Wherever possible each provision of this Charge and Memorandum
shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Charge and Memorandum shall be prohibited by or invalid
under such law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Charge and Memorandum.  



     SECTION
7.7. Counterparts. This Charge and Memorandum may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original and all
of which shall constitute together but one and the same agreement. 



     SECTION
7.8. Law of Property Act, 1925. Sections 93 (restricting the rights of
consolidation) and 103 (restricting the right of sale) of the Law of Property Act, 1925
shall not apply to the security evidenced by this Charge and Memorandum.  



     SECTION
7.9. Governing Law and Jurisdiction. 










	 	     7.9.1.
This Charge and Memorandum shall be governed by and construed in accordance with English
law.






	 	     7.9.2.
The Depositor irrevocably agrees for the exclusive benefit of the Administrative Agent
that the High Court of Justice in England is to have jurisdiction to settle any disputes
which may arise out of or in connection with this Charge and Memorandum and that
accordingly any suit, action or proceeding arising out of or in connection with this
Charge and Memorandum (in this Section 7.9 referred to as “Proceedings”)
may be brought in such court. 






	 	     7.9.3.
Nothing in this Section 7.9 shall limit the right of the Administrative Agent to
take Proceedings against the Depositor in any other court of competent jurisdiction, nor
shall the taking of Proceedings in one or more jurisdictions preclude the taking of
Proceedings in any other jurisdiction, whether concurrently or not. 






	 	     7.9.4.
The Depositor irrevocably waives any objection which it may have now or hereafter to the
laying of the venue of any Proceedings in any such court as is referred to in this Section
7.9and any claim that any Proceedings have been brought in an inconvenient forum and
further irrevocably agrees that a judgment in any Proceedings brought in the English
court or in any other court of competent jurisdiction shall be conclusive and binding
upon it and may be enforced in the courts of any other jurisdiction. 






	 	     7.9.5.
The Depositor hereby irrevocably agrees that any writ, judgment or other notice of
process shall be sufficiently and effectively served on it (i) in connection with
proceedings in England, if addressed to the Depositor and delivered to it at c/o
Frialator International Limited, 4 Heaton Court, Off Risley Road, Birchwood, Warrington
WA3 6QU, England, facsimile number 01925 815 653, with a copy to the Depositor at its
address set forth on the signature page hereto, (ii) to the extent permitted by
applicable law, if a copy thereof is mailed by registered or certified airmail, postage
prepaid, to the address for the time being for the service of notices on it under the
Credit Agreement or (iii) if served in any other manner permitted by applicable law. 






	


-11-
















	












	 	     7.9.6.
The Depositor hereby consents generally in respect of any Proceedings arising out of or
in connection with this Charge and Memorandum to the giving of any relief or the issue of
any process in connection with such Proceedings, including, without limitation, the
making, enforcement or execution against any property or assets whatsoever of any order
or judgment which may be made or given in such Proceedings. 






	


     SECTION
7.10. Sale of Collateral. If any of the Collateral shall be sold,
transferred or otherwise disposed of by the Depositor in a transaction permitted
by the Credit Agreement, then the Administrative Agent, at the request and sole
expense of the Depositor, shall execute and deliver to the Depositor all
releases and other documents reasonably necessary for the release of Liens
created hereby on such Collateral. 



     This
Charge and Memorandum shall remain in full force and effect until all
Liabilities have been paid in full (other than contingent indemnification
liabilities not yet due and payable) and all Commitments have terminated. Upon
any such termination, the Administrative Agent will, upon the Depositor’s
request and at the Depositor’s sole expense, (i) deliver to the Depositor,
without any representation, warranty or recourse of any kind whatsoever (other
than that there are no security interests, liens or encumbrances in favor of the
Administrative Agent), all of the Depositor’s Collateral (including any
stock transfer forms) held by the Administrative Agent hereunder as shall not
have been sold or otherwise applied pursuant to the terms hereof, and (ii)
execute and deliver to the Depositor such documents as the Depositor shall
reasonably request to evidence such termination and the release of any security
interest created thereby. 



-12-
















	





     IN
WITNESS WHEREOF the parties hereto have caused this Charge and Memorandum to be
duly executed and delivered as a deed on the day and year first before written. 










	
SIGNED as a Deed                 

by
                      and       

                   and          

thereby executed by              

BANK OF AMERICA, N.A., as        

Administrative Agent, as its Deed

	
) 

) 

) 

) 

) 

) 

	






Authorised Signatory

Title:              

                    

                    

Authorised Signatory

Title:              








	


Address:
 231 South LaSalle Street

Chicago, IL 60697
 Attention: David A. Johanson 










	
SIGNED as a Deed                 

by
                      and       

                   and          

thereby executed by              

G.S. BLODGETT CORPORATION        

as its Deed

	
) 

) 

) 

) 

) 

) 

	






Authorised Signatory

Title:              








	



Address:

 1400 Toastmaster Drive

Elgin, IL 60120
 Attention: David B. Baker 



S-1
















	





ATTACHMENT
 to Charge
and Memorandum 












	Charged Share Issuer	Authorized
Shares	 	Outstanding
Shares	 	% of Shares
Pledged	 
	 
	Frialator International Limited	 	2,000,000	 	1,385,041	 	65%