Exhibit 4.6





	





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 obligations of the Borrower under or in
connection with the Credit Agreement and certain hedging obligations pursuant to
the guaranty of the Parent set forth in Section 13 of the Credit Agreement, and
each other Debtor other than the Borrower has guaranteed all obligations of the
Borrower under or in connection with the Credit Agreement and certain hedging
obligations pursuant to a Subsidiary Guaranty dated as of December 21, 2001 (the
“Subsidiary Guaranty”); and 



     WHEREAS,
the obligations of the Borrower and the Parent under the Loan Documents (as
defined in the Credit Agreement) and the obligations of each other Debtor under
the Subsidiary Guaranty are to be secured pursuant to this Agreement; 



     NOW,
THEREFORE, 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 follows: 



     1. Definitions.
When used herein, (a) the terms Account, Account Debtor, Certificated
Security, Chattel Paper, Commodity Account, Commodity Contract,
Deposit Account, Document, Equipment, Fixture, Goods,
Instrument, Inventory, Investment Property, Security, Security
Entitlement, Securities Account and Uncertificated Security shall have
the respective meanings assigned to such terms in the UCC (as defined below), (b)
capitalized terms used but not defined have the meanings assigned to such terms in the
Credit Agreement and (c) the following terms have the following meanings (such
definitions to be applicable to both the singular and plural forms of such terms): 1. 













	





     Administrative
Agent — see the recitals. 



     Agreement
— see the introductory paragraph. 



     Assignee
Deposit Account — see Section 4. 



     Bank
of America — see the introductory paragraph. 



     Borrower
— see the introductory paragraph. 



     Collateral
— see Section 2. 



     Computer
Hardware and Software means, with respect to any Debtor, (i) all
computer and other electronic data processing hardware, whether now or hereafter
owned, licensed or leased by such Debtor, including, without limitation, all
integrated computer systems, central processing units, memory units, display
terminals, printers, card readers, tape drives, hard and soft disk drives,
cables, electrical supply hardware, generators, power equalizers, accessories
and all peripheral devices and other related computer hardware; (ii) all
software programs, whether now or hereafter owned, licensed or leased by such
Debtor, designed for use on the computers and electronic data processing
hardware described in clause (i) above, including, without
limitation, all operating system software, utilities and application programs in
whatsoever form (source code and object code in magnetic tape, disk or hard copy
format or any other listings whatsoever); (iii) all firmware associated
therewith, whether now or hereafter owned, licensed or leased by such Debtor;
(iv) all rights with respect thereto, including, without limitation, any and all
licenses, options, warranties, service contracts, program services, test rights,
maintenance rights, support rights, improvement rights, renewal rights and
indemnifications, and any substitutions, replacements, additions or model
conversions of any of the foregoing; and (v) all documentation for such
hardware, software and firmware described in the preceding
clauses (i), (ii) and (iii), whether now or hereafter
owned, licensed or leased by such Debtor, including, without limitation, flow
charts, logic diagrams, manuals, specifications, training materials, charts and
pseudo codes. 



     Costs
and Expenses means, with respect to any Debtor, 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
execution, delivery and performance of this Agreement by such Debtor, (ii)
protecting, preserving or maintaining any Collateral of such Debtor, (iii)
collecting the Liabilities of such Debtor, and (iv) enforcing any rights of the
Administrative Agent hereunder in respect of the Collateral of such Debtor. 



     Credit
Agreement — see the recitals. 



     Debtor
— see the introductory paragraph. 



2













	





     Default
means the occurrence of any of the following events: (i) any Unmatured Event of
Default under Section 12.1.3 of the Credit Agreement with respect to the Parent
or the Borrower, (ii) any Event of Default or (iii) any warranty of any Debtor
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 (of all Debtors taken as a whole) is not perfected or the
Administrative Agent’s rights and remedies with respect to any material
portion of the Collateral of all Debtors (taken as a whole) is materially
impaired or otherwise materially adversely affected. 



     General
Intangibles means, with respect to any Debtor, all of such Debtor’s
“general intangibles” as defined in the UCC and, in any event,
includes (without limitation) all of such Debtor’s licenses, franchises,
tax refund claims, guarantee claims, security interests and rights to
indemnification. 



     Intellectual
Property means all of the following, whether now owned or hereafter
acquired: trade secrets and other proprietary information; customer lists;
trademarks, service marks, business names, trade names, designs, logos, indicia,
and/or other source and/or business identifiers and the goodwill of the business
relating thereto and all registrations or applications for registrations which
have heretofore been or may hereafter be issued thereon throughout the world;
copyrights (including, without limitation, copyrights for computer programs) and
copyright registrations or applications for registrations which have heretofore
been or may hereafter be issued throughout the world; inventions (whether or not
patentable); patent applications and patents; industrial designs, industrial
design applications and registered industrial designs; license agreements
related to any of the foregoing and income therefrom; mask works, flow diagrams,
specification sheets, source codes, object codes and other physical
manifestations, embodiments or incorporations of any of the foregoing; the right
to sue for all past, present and future infringements of any of the foregoing;
and all common law and other rights throughout the world in and to all of the
foregoing. 



     Lender
Party means each Lender and any Affiliate of such Lender which is a party to
a Hedging Agreement with the Borrower. 



     Lenders —
see the recitals. 



     Liabilities
means (a) with respect to the Borrower, (i) all obligations of the Borrower
under or in connection with the Credit Agreement or any other Loan Documents
(including this Agreement) and (ii) all Hedging Obligations of the Borrower to
any Lender Party, (b) with respect to the Parent, all obligations of the Parent
under or in connection with the Credit Agreement or any other Loan Document
(including this Agreement) and (c) with respect to any other Debtor, all
obligations of such Debtor under or in connection with the Subsidiary Guaranty,
as the same may be amended, modified, extended or renewed from time to time. 



3













	





     Non-Tangible
Collateral means, with respect to any Debtor, collectively, such
Debtor’s Accounts and General Intangibles. 



     Parent
— see the introductory paragraph. 



     Permitted
Liens — see Section 3. 



     Subsidiary
Guaranty — see the recitals. 



     UCC
means the Uniform Commercial Code as in effect from time to time in the State of
Illinois. 



     1.
Grant of Security Interest. As security for the payment and performance
of all Liabilities, each Debtor hereby assigns, pledges and conveys to the
Administrative Agent for the benefit of the Lender Parties, and grants to the
Administrative Agent for the benefit of the Lender Parties a continuing security
interest in, all of such Debtor’s right, title, and interest in the
following, whether now or hereafter existing or acquired: 










			(1) 		Accounts;






			(2) 		Chattel
Paper;






			(3) 		Computer
Hardware and Software;






			(4) 		Deposit
Accounts;






			(5) 		Documents;






			(6) 		General
Intangibles;






			(7)		Goods
(including, without limitation, all its Equipment, Fixtures and Inventory), together with
all accessions, additions, attachments, improvements, substitutions and replacements
thereto and therefor; 






			(8) 		Instruments;






			(9) 		Intellectual
Property;






			(10) 		Investment
Property (including Commodity Accounts, Commodity Contracts, Securities (whether
Certificated Securities or Uncertificated Securities), Security Entitlements and
Securities Accounts); 






			(11) 		money
(of every jurisdiction whatsoever); and






	


4













	











			(12) 		to
the extent not included in the foregoing, other personal property of any kind or
description;






	 	
together
with all of such Debtor’s right, title and interest in all books, records, writings,
data bases, information and other property relating to, used or useful in connection
with, evidencing, embodying, incorporating or referring to any of the foregoing, all
claims and/or insurance proceeds arising out of the loss, nonconformity or any
interference with the use of, or any defects or infringements of rights in, or damage to,
any of the foregoing, and all proceeds, products, offspring, rents, issues, profits and
returns of and from, and all distributions on and rights arising out of, any of the
foregoing. 






	


     All
of the foregoing are herein collectively called the “Collateral”. 



     Notwithstanding
the foregoing, “Collateral” shall not include any general intangible
or other right arising under any contract, instrument, license or other document
to the extent (but only to the extent) that the grant of a security interest
would (x) result in a breach of the terms of, or constitute a default under,
such contract, instrument, license or other document (other than to the extent
that any such term would be rendered ineffective pursuant to Sections 9-406,
9-407 or 9-408 or any successor provision of the Uniform Commercial Code or any
relevant jurisdiction or any other applicable law) unless and until any required
consent shall have been obtained (provided that each Debtor agrees to use
commercially reasonable efforts to obtain any such required consent) or (y) give
any other party to such contract, instrument, license or other document the
right to terminate its obligations thereunder pursuant to a valid and
enforceable provision (provided that each Debtor agrees to use
commercially reasonable efforts to obtain the waiver of each such right). 



     2.
Warranties. Each Debtor warrants that: (i) no financing statement (other
than any which may have been filed on behalf of the Administrative Agent or in
connection with Permitted Liens (as defined below) and any financing statement
filed as a precautionary filing in connection with an operating lease) covering
any of the Collateral is on file in any public office; (ii) such Debtor is the
lawful owner of all Collateral, free of all liens and claims whatsoever, other
than the security interest hereunder and liens and claims expressly permitted by
the Credit Agreement (“Permitted Liens”), with full power and
authority to execute this Agreement and perform such Debtor’s obligations
hereunder, and to subject the Collateral to the security interest hereunder;
(iii) all information with respect to Collateral and Account Debtors set forth
in any schedule, certificate or other writing at any time heretofore or
hereafter furnished by such Debtor to the Administrative Agent or any Lender
Party and all other written information heretofore or hereafter furnished by
such Debtor to the Administrative Agent or any Lender Party in connection with
the Credit Agreement will be true and correct in all material respects as of the
date furnished; (iv) such Debtor’s true legal name as registered in the
jurisdiction in which such Debtor is organized or incorporated, jurisdiction of
organization or incorporation, federal employer identification number,
organizational identification number, if any, as designated by the state of its
organization or incorporation, chief executive office and principal place of
business, in each case as of the date hereof, are as set forth on Schedule
I hereto (and such Debtor has not maintained its chief executive office and
principal place of business at any other location at any time after May 31, 2001
through and including the date hereof); (v) each other location where such
Debtor maintains a place of business or has any Goods, in each case as of the
date hereof, is set forth on Schedule II hereto; (vi) except as
disclosed on Schedule III, as of the date of this Agreement such Debtor
is not known, and during the five years preceding the date hereof has not
previously been known, by any trade name; (vii) except as disclosed on
Schedule III, during the five years preceding the date hereof such Debtor
has not been known by any legal name different from the one set forth on the
signature page of this Agreement nor has such Debtor been the subject of any
merger or other corporate reorganization; and
(viii) Schedule IV hereto contains a complete listing of all of
such Debtor’s Intellectual Property which has been registered under any
registration statute. 



5













	





     3.
Collections, etc. Until such time during the existence of a Default as
the Administrative Agent shall notify such Debtor of the revocation of such
power and authority, each Debtor (a) may, in the ordinary course of its
business, at its own expense, sell, lease or furnish under contracts of service
any of the Inventory normally held by such Debtor for such purpose, use and
consume, in the ordinary course of its business, any raw materials, work in
process or materials normally held by such Debtor for such purpose, and use, in
the ordinary course of its business (but subject to the terms of the Credit
Agreement), the cash proceeds of Collateral and other money which constitutes
Collateral, (b) will, at its own expense, endeavor to collect (in a manner
consistent with past practice), as and when due, all amounts due under any of
the Non-Tangible Collateral and (c) may grant, in the ordinary course of
business, to any party obligated on any of the Non-Tangible Collateral, any
rebate, refund or allowance to which such party may be lawfully entitled, and
may accept, in connection therewith, the return of Goods, the sale or lease of
which shall have given rise to such Non-Tangible Collateral. The Administrative
Agent, however, may, at any time that a Default exists, whether before or after
any revocation of such power and authority or the maturity of any of the
Liabilities, notify any parties obligated on any of the Non-Tangible Collateral
to make payment to the Administrative Agent of any amounts due or to become due
thereunder and enforce collection of any of the Non-Tangible 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 indebtedness thereunder or evidenced thereby. Upon request
of the Administrative Agent during the existence of a Default, each Debtor will,
at its own expense, notify any parties obligated on any of the Non-Tangible
Collateral to make payment to the Administrative Agent for the benefit of the
Lender Parties of any amounts due or to become due thereunder. 



     Upon
request by the Administrative Agent during the existence of a Default, each
Debtor will forthwith, upon receipt, transmit and deliver to the Administrative
Agent, in the form received, all cash, checks, drafts and other instruments or
writings for the payment of money (properly endorsed, where required, so that
such items may be collected by the Administrative Agent) which may be received
by such Debtor at any time in full or partial payment or otherwise as proceeds
of any of the Collateral. Except as the Administrative Agent may otherwise
consent in writing, any such items which may be so received by any Debtor during
the existence of a Default will not be commingled with any other of its funds or
property, but will be held separate and apart from its own funds or property and
upon express trust for the Administrative Agent until delivery is made to the
Administrative Agent. Each Debtor will comply with the terms and conditions of
any consent given by the Administrative Agent pursuant to the foregoing
sentence. 



6













	





     During
the existence of a Default, all items or amounts which are delivered by any
Debtor to the Administrative Agent on account of partial or full payment or
otherwise as proceeds of any of the Collateral shall be deposited to the credit
of a deposit account (each an “Assignee Deposit Account”) of
such Debtor maintained with the Administrative Agent, as security for payment of
the Liabilities. No Debtor shall have any right to withdraw any funds deposited
in the applicable Assignee Deposit Account. So long as a Default continues to
exist, the Administrative Agent may, from time to time, in its discretion, and
shall upon request of the applicable Debtor made not more than once in any week,
apply all or any of the then balance, representing collected funds, in the
Assignee Deposit Account, toward payment of the Liabilities, whether or not then
due, in such order of application as the Administrative Agent may determine, and
the Administrative Agent may, from time to time, in its discretion, release all
or any of such balance to the applicable Debtor; provided that if such
Default shall no longer exist, the Administrative Agent shall release the
balance in the Assignee Deposit Account to the applicable Debtor. 



     During
the existence of a Default, the Administrative Agent is authorized to endorse,
in the name of the applicable Debtor, any item, howsoever received by the
Administrative Agent, representing any payment on or other proceeds of any of
the Collateral. 



     4.
Certificates, Schedules and Reports. Each Debtor will from time to time
deliver to the Administrative Agent such schedules, certificates and reports
respecting all or any of the Collateral at the time subject to the security
interest hereunder, and the items or amounts received by such Debtor in full or
partial payment of any of the Collateral, each as the Administrative Agent may
reasonably request. Any such schedule, certificate or report shall be executed
by a duly authorized officer of such Debtor and shall be in such form and detail
as the Administrative Agent may reasonably specify. Each Debtor shall
immediately notify the Administrative Agent of the occurrence of any event
causing any loss or depreciation in the value of its Inventory or other Goods
which is material to the Parent and its Subsidiaries taken as a whole, and such
notice shall specify or reasonably estimate the amount of such loss or
depreciation. 



7













	





     5.
Agreements of the Debtors. Each Debtor (a) will, upon request of the
Administrative Agent, execute such financing statements and other documents (and
pay the cost of filing or recording the same in all public offices reasonably
deemed appropriate by the Administrative Agent) and do such other acts and
things (including, without limitation, delivery to the Administrative Agent of
any Instruments or Certificated Securities which constitute Collateral), all as
the Administrative Agent may from time to time reasonably request, to establish
and maintain a valid security interest in the Collateral (free of all other
liens, claims and rights of third parties whatsoever, other than Permitted
Liens) to secure the payment of the Liabilities (and each Debtor hereby
authorizes the Administrative Agent to file any financing statement without its
signature, to the extent permitted by applicable law, and/or to file a copy of
this Agreement as a financing statement in any jurisdiction); (b) will keep all
its Inventory, and will not maintain any place of business at any location other
than, in the United States; (c) will not change its state of organization or
incorporation or its name, identity or corporate structure such that any
financing statement filed to perfect the Administrative Agent’s interests
under this Agreement would become seriously misleading, unless such Debtor shall
have given the Administrative Agent not less than 30 days’ prior notice of
such change (provided that this Section 6(c) shall not be deemed to
authorize any change or transaction prohibited under the Credit Agreement); (d)
will keep its records concerning the Non-Tangible Collateral in such a manner as
will enable the Administrative Agent or its designees to determine at any time
the status of the Non-Tangible Collateral; (e) will furnish the
Administrative Agent such information concerning such Debtor, the Collateral and
the Account Debtors as the Administrative Agent may from time to time reasonably
request; (f) will, subject to the terms of the Credit Agreement, permit the
Administrative Agent and its designees, from time to time, on reasonable notice
and at reasonable times and intervals during normal business hours (or at any
time without notice during the existence of a Default) to inspect such
Debtor’s Inventory and other Goods, and to inspect, audit and make copies
of and extracts from all records and all other papers in the possession of such
Debtor pertaining to the Collateral and the Account Debtors, and will, upon
request of the Administrative Agent during the existence of a Default, deliver
to the Administrative Agent all of such records and papers; (g) will, upon
request of the Administrative Agent, stamp on its records concerning the
Collateral and add on all Chattel Paper constituting a portion of the
Collateral, a notation, in form satisfactory to the Administrative Agent, of the
security interest of the Administrative Agent hereunder; (h) except as permitted
by the Credit Agreement, will not sell, lease, assign or create or permit to
exist any lien on or security interest in any Collateral other than Permitted
Liens and liens and security interests in favor of the Administrative Agent; (i)
will at all times keep all its Inventory and other Goods insured under policies
maintained with reputable, financially sound insurance companies against loss,
damage, theft and other risks to such extent as is customarily maintained by
companies similarly situated, and cause all such policies to provide that loss
thereunder shall be payable to the Administrative Agent as its interest may
appear (it being understood that (A) so long as no Default shall be existing,
the Administrative Agent shall deliver any proceeds of such insurance which may
be received by it to such Debtor and (B) whenever a Default shall be existing,
the Administrative Agent may apply any proceeds of such insurance which may be
received by it toward payment of the Liabilities, whether or not due, in such
order of application as the Administrative Agent may determine) and such
policies or certificates thereof shall, if the Administrative Agent so requests,
be deposited with or furnished to the Administrative Agent; (j) will take such
actions as are reasonably necessary to keep its Inventory in good repair and
condition, ordinary wear and tear excepted; (k) will take such actions as are
reasonably necessary to keep its Equipment (other than obsolete Equipment) in
good repair and condition and in good working or running order, ordinary wear
and tear excepted; (l) will promptly pay when due all license fees,
registration fees, taxes, assessments and other charges which may be levied upon
or assessed against the ownership, operation, possession, maintenance or use of
its Equipment and other Goods (as applicable); provided, however, that such
Debtor shall not be required to pay any such fee, tax, assessment or other
charge if the validity thereof is being contested by such Debtor in good faith
by appropriate proceedings, so long as forfeiture of any substantial part of its
Equipment or other Goods will not result from the failure of such Debtor to pay
any such fee, tax, assessment or other charge during the period of such contest;
(m) will, upon reasonable request of the Administrative Agent, (i) cause to
be noted on the applicable certificate, in the event any of its Equipment is
covered by a certificate of title, the security interest of the Administrative
Agent in the Equipment covered thereby and (ii) deliver all such certificates to
the Administrative Agent or its designees; (n) will take all steps reasonably
necessary to protect, preserve and maintain all of its rights in the Collateral;
(o) will keep all of the tangible Collateral, Deposit Accounts and Investment
Property in the continental United States; and (p) will, promptly upon any
Responsible Officer of such Debtor obtaining knowledge that such Debtor has
acquired a commercial tort claim (as defined in Section 9-102 of the UCC) in
excess of $50,000, immediately notify the Administrative Agent in a writing
signed by such Debtor of the details thereof and grant to the Administrative
Agent in such writing a security interest therein and in the proceeds thereof,
with such writing to be in form and substance reasonably satisfactory to the
Administrative Agent. 



8













	





     Each
Debtor hereby authorizes the filing of any financing statement, continuation
statement, and amendment to financing statement in any jurisdiction and with any
filing office as the Administrative Agent may determine, in its sole discretion,
are necessary or advisable to perfect the security interest granted to the
Administrative Agent hereunder or in connection herewith. Any such financing
statement or amendment may describe the Collateral in the same manner as
described in any security agreement or pledge agreement entered into by the
parties in connection herewith, or may contain an indication or description of
collateral that describes such property in any other manner as the
Administrative Agent may determine, in its sole discretion, is necessary,
advisable or prudent to ensure the perfection of the security interest in the
collateral granted to the Administrative Agent hereunder or in connection
herewith, including, without limitation, describing such property as “all
assets” or “all personal property”, whether now owned or
hereafter acquired. 



     Any
expenses incurred in protecting, preserving and maintaining any Collateral shall
be borne by the applicable Debtor. Whenever a Default shall be existing, the
Administrative Agent shall have the right to bring suit to enforce any or all of
the Intellectual Property or licenses thereunder, in which event the applicable
Debtor shall at the request of the Administrative Agent do any and all lawful
acts and execute any and all proper documents required by the Administrative
Agent in aid of such enforcement and such Debtor shall promptly, upon demand,
reimburse and indemnify the Administrative Agent for all reasonable costs and
expenses incurred by the Administrative Agent in the exercise of its rights
under this Section 6, except to the extent any of the foregoing result
from the gross negligence or willful misconduct of the Administrative Agent.
Notwithstanding the foregoing, the Administrative Agent shall have no
obligations or liabilities regarding the Collateral or any thereof by reason of,
or arising out of, this Agreement. 



9













	





     6. Default.
(a) Whenever a Default exists, the Administrative Agent may exercise from time to time
any rights and remedies available to it under the UCC, under any other applicable law and
in the subsections set forth below in this Section 7. 



     (b)
Each Debtor agrees, in case of Default, (i) to assemble, at its expense, all its
Inventory and other Goods (other than Fixtures) at a convenient place or places
acceptable to the Administrative Agent, and (ii) at the Administrative
Agent’s request, to execute all such documents and do all such other things
which may be necessary in order to enable the Administrative Agent or its
nominee to be registered as owner of the Intellectual Property with any
competent registration authority. 



     (c)
Each Debtor hereby agrees and acknowledges that (i) with respect to Collateral
that is: (A) perishable or threatens to decline speedily in value or (B) is of a
type customarily sold on a recognized market (including Investment Property), no
notice of disposition need be given; and (ii) with respect to Collateral not
described in clause (i) above, notification sent after default and ten
days before any proposed disposition provides notice with a reasonable time
before disposition. 



     (d)
Each Debtor hereby agrees and acknowledges that a commercially reasonable
disposition of Inventory, Equipment, Computer Hardware and Software or
Intellectual Property may be by lease or license of, in addition to the sale of,
such Collateral. Each Debtor further agrees and acknowledges that a disposition
(i) made in the usual manner on any recognized market, (ii) at the price current
in any recognized market at the time of disposition or (iii) in conformity with
reasonable commercial practices among dealers in the type of property subject to
the disposition shall, in each case, be deemed commercially reasonable. 



     (e)
Any cash proceeds of any disposition by the Administrative Agent of any of the
Collateral shall be applied by the Administrative Agent to payment of Costs and
Expenses, and thereafter to the payment of any and all of the Liabilities in
such order of application as the Administrative Agent may from time to time
elect, and thereafter any surplus will be paid to the applicable Debtor or as a
court of competent jurisdiction shall direct. The Administrative Agent need not
apply or pay over for application noncash proceeds of collection and enforcement
unless (i) the failure to do so would be commercially unreasonable and (ii) the
applicable Debtor has provided the Administrative Agent with a written demand to
apply or pay over such noncash proceeds on such basis. 



     7.
General. The Administrative Agent shall be deemed to have exercised
reasonable care in the custody and preservation of any of the Collateral in its
possession if it takes such action for that purpose as any applicable Debtor
requests in writing, but failure of the Administrative Agent to comply with any
such request shall not of itself be deemed a failure to exercise reasonable
care, and no failure of the Administrative Agent to preserve or protect any
rights with respect to such Collateral against prior parties, or to do any act
with respect to the preservation of such Collateral not so requested by any
Debtor, shall be deemed a failure to exercise reasonable care in the custody or
preservation of such Collateral. 



10













	





     All
notices and requests hereunder shall be in writing (including facsimile
transmission) and shall be sent (i) if to the Administrative Agent, to its
address shown on Schedule 14.3 to the Credit Agreement or such other address as
it may, by written notice to the Borrower, have designated as its address for
such purpose, and (ii) if to any Debtor, to its address shown on Schedule
I hereto or to such other address as such Debtor may, by written notice to
the Administrative Agent, have designated as its address for such purpose.
Notices sent by facsimile transmission shall be deemed to have been given when
sent and receipt of such facsimile is confirmed; 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. 



     No
delay on the part of the Administrative Agent in the exercise of any right or
remedy shall operate as a waiver thereof, and no single or partial exercise by
the Administrative Agent of any right or remedy shall preclude other or further
exercise thereof or the exercise of any other right or remedy. 



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



     This
Agreement 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 any Debtor’s request and at such
Debtor’s sole expense, (i) deliver to such Debtor, without any
representation, warranty or recourse of any kind whatsoever (other than there
are no liens, security interests or encumbrances in favor of the Administrative
Agent), all of such Debtor’s Collateral 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 such Debtor such documents, including
UCC-3 terminations, as such Debtor shall reasonably request to evidence such
termination and the release of the security interest granted hereby. If at any
time all or any part of any payment theretofore applied by the Administrative
Agent or any Lender Party to any of the Liabilities is or must be rescinded or
returned by the Administrative Agent or such Lender Party for any reason
whatsoever (including, without limitation, the insolvency, bankruptcy or
reorganization of any Debtor), such Liabilities shall, for the purposes of this
Agreement, to the extent that such payment is or must be rescinded or returned,
be deemed to have continued in existence, notwithstanding such application by
the Administrative Agent or such Lender Party, and this Agreement shall continue
to be effective or be reinstated, as the case may be, as to such Liabilities,
all as though such application by the Administrative Agent or such Lender Party
had not been made. 



11













	





     THIS
AGREEMENT 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) except to the extent that, pursuant to Illinois law, the
perfection, the effect of perfection or nonperfection or the priority of any
security interest granted hereunder may be determined in accordance with the
laws of a different jurisdiction. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable 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 Agreement. 



     The
rights and privileges of the Administrative Agent hereunder shall inure to the
benefit of its successors and assigns. 



     This
Agreement may be executed in any number of counterparts and by the different
parties hereto on separate counterparts, and each such counterpart shall be
deemed to be an original, but all such counterparts shall together constitute
one and the same Agreement. At any time after the date of this Agreement, one or
more additional persons or entities may become parties hereto by executing and
delivering to the Administrative Agent a counterpart of this Agreement
(including supplements to the Schedules hereto). Immediately upon such execution
and delivery (and without any further action), each such additional person or
entity will become a party to, and will be bound by all the terms of, this
Agreement. 



     ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED
EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED STATES
DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS; PROVIDED,
HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR
OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT’S OPTION, IN THE
COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.
EACH DEBTOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE
COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES DISTRICT COURT FOR THE
NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET
FORTH ABOVE. EACH DEBTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
BY REGISTERED MAIL, POSTAGE PREPAID, TO THE ADDRESS OF ITS CHIEF EXECUTIVE
OFFICE SET FORTH ON SCHEDULE I HERETO (OR SUCH OTHER ADDRESS AS IT SHALL
HAVE SPECIFIED IN WRITING TO THE ADMINISTRATIVE AGENT AS ITS ADDRESS FOR NOTICES
HEREUNDER) OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. EACH
DEBTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE
OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM
THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. 



12













	





     EACH
OF EACH DEBTOR, THE ADMINISTRATIVE AGENT AND (BY ACCEPTING THE BENEFITS HEREOF)
EACH LENDER PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR
WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR
ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE
FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A
COURT AND NOT BEFORE A JURY. EACH DEBTOR ACKNOWLEDGES AND AGREES THAT IT
HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH
OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT, FOR THE
BENEFIT OF THE LENDER PARTIES, ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER
LOAN DOCUMENT. 



[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK] 



13













	





     IN
WITNESS WHEREOF, this Agreement has been duly executed as of the day and year
first above written. 










			
THE MIDDLEBY CORPORATION

MIDDLEBY MARSHALL INC.

MIDDLEBY WORLDWIDE, INC.

BLODGETT HOLDINGS INC.

G.S. BLODGETT CORPORATION

PITCO FRIALATOR, INC.

MAGIKITCH'N INC.

CLOVERLEAF PROPERTIES, INC.



By:

Name:

Title:



BANK OF AMERICA, N.A., as Administrative Agent



By:

Name:

Title:






	


S-1













	











			
Signature page for the Security Agreement dated as of December 21, 2001 among The Middleby
Corporation, Middleby Marshall Inc. (the “Borrower”), various
subsidiaries of the Borrower and Bank of America, N.A., as Administrative Agent
(as defined in the Credit Agreement dated as of December 21, 2001 among the
Borrower and various other parties)



The undersigned is executing a counterpart hereof for purposes of becoming a party
to the Security Agreement as of the date set forth below (and each of the
undersigned has attached hereto supplements to the Schedules to the Security
Agreement setting forth all information necessary to make the representations
and warranties set forth in the Security Agreement with respect to such
undersigned accurate as of the date set forth below)









			
[SUBSIDIARY]



By:

Name Printed:

Title:

	






	


S-2













	





SCHEDULE I
TO
SECURITY AGREEMENT



ORGANIZATIONAL
INFORMATION



Debtor’s federal employment
identification number:  



Debtor’s state organizational
identification number:  



Debtor’s state of
incorporation/organization: 



Debtor’s true and correct name
as registered in its state of incorporation/organization:  



Debtor’s chief executive
office:  



Debtor’s principal place of
business:  













	





SCHEDULE II
 TO
SECURITY AGREEMENT



ADDRESSES OF ALL
LOCATIONS AT WHICH GOODS ARE LOCATED













	





SCHEDULE III
 TO
SECURITY AGREEMENT



TRADE NAMES


















	





SCHEDULE IV
 TO
SECURITY AGREEMENT



LIST OF INTELLECTUAL
PROPERTY