Exhibit 4.2




	





Exhibit 4.2 








	$6,000,000	December 21, 2001






	


SUBORDINATED PROMISSORY
NOTE 



     FOR
VALUE RECEIVED, The Middleby Corporation, a Delaware corporation (the
“Company”), promises to pay to the order of Maytag Corporation
(together with its successors, endorsees and assigns, “Maytag”) on or
prior to December 15, 2006 the principal amount of Six Million and 00/100
Dollars ($6,000,000), as such amount may be changed as described herein. 



     The
Company further agrees to pay interest on the principal amount of this Note from
time to time outstanding at a rate per annum equal to (a) 13.5% from the date
hereof through December 31, 2004 and (b) 12% thereafter, subject to the
provisions set forth below. Interest shall be computed for the actual number of
days elapsed for a year consisting of 365 or, if applicable, 366 days. Such
interest shall be payable on the last business day of June and December of each
year (each, an “Interest Payment Date”), beginning on June 28, 2002,
and at maturity. 



     The
principal amount of this Note may be decreased as the result of any offset by
the Company permitted by Section 2 of the Subordination Agreement against
amounts payable to the Company by Maytag. 



     All
payments of principal hereof and interest hereon shall be payable in lawful
currency of the United States of America; provided that (a) interest
payable on any Interest Payment Date on or prior to December 31, 2004 shall be
paid by the issuance of additional subordinated promissory notes in
substantially the form hereof (“Additional Subordinated Notes”); and
(b) if and to the extent that any interest scheduled to be paid on any date
thereafter may not be paid without violating the terms of the Subordination
Agreement, such interest shall be paid at a rate per annum equal to 13.5% by the
issuance of an Additional Subordinated Note. As used herein, “Senior
Subordinated Debt” means Senior Debt (as defined in the Subordination
Agreement) that is subordinated to other Senior Debt. 



     Maytag,
and each other holder hereof by its acceptance hereof, covenants and agrees that
all payments of principal and interest on this Note are subordinated in right of
payment to the prior payment in full in cash of all Senior Debt pursuant to, and
to the extent provided in, the Subordination Agreement dated as of December __,
2001 (as amended, restated or otherwise modified from time to time, the
“Subordination Agreement”) issued by Maytag in favor (a) Bank of
America, N.A., as administrative agent (in such capacity, together with any
successor or assign in such capacity the “Administrative Agent”) for
certain lenders (the “Lenders”) under a Credit Agreement dated as of
the date hereof among the Company, Middleby Marshall Inc. (“MMI”), the
Administrative Agent and the Lenders (as amended, restated, replaced,
refinanced, extended or renewed from time to time, the “Credit
Agreement”), (b) American Capital Financial Services, Inc., as
administrative agent (the “Agent”) for certain securities purchasers
(the “Purchasers”) under a Note and Equity Purchase Agreement dated as
of the date hereof among MMI, the Company, the Agent and the Purchasers (as
amended, restated, replaced, refinanced, extended or renewed from time to time,
the “Note Agreement”) and (c) any other holders of Senior Debt. 













	





     If
any Senior Debt is accelerated as a result of any event of the type described in
Section 12.1.3 of the Credit Agreement in effect on the date of this Note, then
the unpaid principal amount of this Note shall become immediately due and
payable. In addition, Maytag may, by notice to the Company, the Administrative
Agent and the Agent, declare the unpaid principal amount of this Note, together
with interest thereon, to be immediately due and payable upon the occurrence of
any of the following events: 










	 	     (a)
Any Change in Control (as defined in the Credit Agreement in effect on the date of this
Note).






	 	     (b)
The sale (except for the sale of inventory in the ordinary course of business) of all or
substantially all of the assets of the Company and its Subsidiaries, taken as a whole.






	 	     (c)
Any Senior Debt shall be accelerated or the Company shall fail to pay within five days
after becoming due (whether at maturity, by acceleration or otherwise) any Senior Debt in
an aggregate principal amount of $1,000,000 or more.






	 	     (d)
The Company or any subsidiary shall make any payment which is prohibited under Section
10.9 of the Credit Agreement in effect on the date of this Note.






	 	     (e)
The Company or any subsidiary shall make any Acquisition (as defined in the Credit
Agreement as of the date of this Note) without the prior written consent of Maytag if,
after giving effect to such Acquisition, the aggregate principal amount of all Senior
Debt (including unfunded commitments with respect thereto) exceeds $100,000,000.






	 	     (f)
The Company or any subsidiary shall create or permit to exist any lien or other
encumbrance on its assets, other than (i) liens and encumbrances permitted by the Credit
Agreement as of the date of this Note and (ii) liens or other encumbrances securing
obligations and liabilities under the Credit Agreement or the Note Agreement (including,
without limitation, in connection with replacements, refinancings, extensions or renewals
of the Credit Agreement and/or the Note Agreement).






	 	     (g)
The Company or any subsidiary shall issue any Debt (as defined in the Credit Agreement as
of the date of this Note) other than, without duplication, (i) Debt permitted by the
Credit Agreement as of the date of this Note, (ii) Debt issued under the Credit
Agreement, the Note Agreement and any replacement, refinancing, extension or renewal of
either of the foregoing and (iii) Debt that is subordinated to the indebtedness hereunder
on terms reasonably satisfactory to Maytag.









	





     Subject
to the terms of the Subordination Agreement, the Company shall have the right to
prepay all or any part of the unpaid principal amount hereof at any time without
premium or penalty; provided that interest shall be paid on the amount prepaid
to and including the date of prepayment. 



     Subject
to the terms of the Subordination Agreement, this Note may be amended or
otherwise modified, or any provision hereof may be waived, from time to time,
but only pursuant to a written instrument signed by the Company and Maytag. 



     The
Company agrees to pay all reasonable costs and expenses (including reasonable
attorneys’ fees and court costs) of Maytag in connection with the
enforcement of this Note and the collection of amounts due hereunder. Subject to
the execution of a reasonably acceptable confidentiality agreement between the
Company and each party seeking access to the Company’s information
hereunder, the Company further agrees to provide (i) Maytag (and its prospective
transferees and assigns) reasonable access during normal business hours, upon
reasonable advance notice, to the Company’s books, records, personnel and
facilities on the same basis as provided to the holders of the Senior Debt and,
upon the reasonable request from Maytag, shall provide copies of all reports and
other notices delivered from time to time to the holders of the Senior Debt and
(ii) to the extent available and in existence on the date of request, such
additional information and reports on the Company’s business condition
(financial or otherwise), operations, performance, properties and prospects as
may be reasonably requested by Maytag (or any of its prospective transferees and
assigns) in connection with a proposed assignment or transfer of this Note. The
parties agree and acknowledge that the foregoing will not obligate or require
the Company to prepare or compile any information or reports that the Company
does not otherwise prepare in the ordinary course of its business and
operations. 


     
         THIS NOTE IS GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW (EXCEPT 735 ILLINOIS COMPILED STATUTE §105/5-5)



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     This
Note shall be binding upon and inure to the benefit of the Company and Maytag
and their respective successors and assigns; provided that the Company may not
assign any of its rights or obligations hereunder without the prior written
consent of Maytag. 










			THE MIDDLEBY CORPORATION



By: /s/ David B. Baker



Its: Vice President



Address:

     1400 Toastmaster Drive

     Elgin, Illinois 60120