Exhibit 4.5





	





Exhibit 4.5



SUBSIDIARY GUARANTY 



     THIS
SUBSIDIARY GUARANTY dated as of December 21, 2001 is executed in favor of BANK
OF AMERICA, N.A. (“Bank of America”), individually and as
Administrative Agent (as defined below), and the Lender Parties (as defined
below). 



W I T N E S S E T H:



     WHEREAS,
The Middleby Corporation, Middleby Marshall Inc. (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;” capitalized terms used
but not defined herein have the respective meanings ascribed thereto in the
Credit Agreement); and 



     WHEREAS,
each of the undersigned will benefit from the making of loans and the issuance
of letters of credit pursuant to the Credit Agreement and is willing to guaranty
the Liabilities (as defined below) as hereinafter set forth; 



     NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, each of the undersigned hereto agrees as follows: 



     Each
of the undersigned hereby jointly and severally, unconditionally and
irrevocably, as primary obligor and not merely as surety, guarantees the full
and prompt payment when due, whether by acceleration or otherwise, and at all
times thereafter, of (a) all obligations of the Borrower, howsoever created,
arising or evidenced, whether direct or indirect, absolute or contingent, now or
hereafter existing, or due or to become due, which arise out of or in connection
with the Credit Agreement or any other Loan Document, as the same may be
amended, modified, extended or renewed from time to time, (b) all Hedging
Obligations of the Borrower to any Lender Party (as defined below) and (c) all
reasonable out-of-pocket costs and expenses paid or incurred by the
Administrative Agent or any Lender Party during the existence of an Event of
Default in enforcing this Subsidiary Guaranty or any other applicable Loan
Document against such undersigned (all such obligations being herein
collectively called the “Liabilities”); provided that
the liability of each of the undersigned hereunder shall be limited to the
maximum amount of the Liabilities which such undersigned may guaranty without
rendering this Subsidiary Guaranty void or voidable with respect to such
undersigned under any fraudulent conveyance or fraudulent transfer law. As used
herein, “Lender Party” means each Lender and any Affiliate of
such Lender which is a party to a Hedging Agreement with the Borrower. 



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     Each
of the undersigned agrees that, in the event of the occurrence of any Event of
Default under Section 12.1.3 of the Credit Agreement, and if such event shall
occur at a time when any of the Liabilities may not then be due and payable,
such undersigned will pay to the Administrative Agent for the account of the
Lender Parties forthwith upon demand the full amount which would be payable
hereunder by such undersigned if all Liabilities were then due and payable. 



     To
secure all obligations of each of the undersigned hereunder, the Administrative
Agent and each Lender Party shall have a lien on and security interest in (and
may, without demand or notice of any kind, at any time and from time to time
when any Unmatured Event of Default under Section 12.1.3 of the Credit Agreement
or any Event of Default exists, appropriate and apply toward the payment of the
Liabilities), any and all balances, credits, deposits, accounts or moneys of or
in the name of such undersigned now or hereafter with the Administrative Agent
or such Lender Party and any and all property of every kind or description of or
in the name of such undersigned now or hereafter, for any reason or purpose
whatsoever, in the possession or control of, or in transit to, the
Administrative Agent or such Lender Party or any agent or bailee for the
Administrative Agent or such Lender Party. 



     This
Subsidiary Guaranty shall in all respects be a continuing, irrevocable, absolute
and unconditional guaranty of payment and performance and not only
collectibility, and shall remain in full force and effect (notwithstanding,
without limitation, the dissolution of any of the undersigned, that at any time
or from time to time no Liabilities are outstanding or any other circumstance)
until all Commitments have terminated and all Liabilities have been paid in full
(other than contingent indemnification obligations not yet due and payable). 



     The
undersigned further agree that 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 the Borrower or any of the
undersigned), such Liabilities shall, for the purposes of this Subsidiary
Guaranty, 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 Subsidiary Guaranty
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. 



     The
Administrative Agent or any Lender Party may, from time to time, at its sole
discretion and without notice to the undersigned (or any of them), take any or
all of the following actions: (a) retain or obtain a security interest in any
property to secure any of the Liabilities or any obligation hereunder (it being
understood that no such security interest will be taken with respect to property
of such undersigned without its consent), (b) retain or obtain the primary or
secondary obligation of any obligor or obligors, in addition to the undersigned,
with respect to any of the Liabilities, (c) extend or renew any of the
Liabilities for one or more periods (whether or not longer than the original
period), alter or exchange any of the Liabilities, or release or compromise any
obligation of any of the undersigned hereunder or any obligation of any nature
of any other obligor with respect to any of the Liabilities, (d) release its
security interest in, or surrender, release or permit any substitution or
exchange for, all or any part of any property securing any of the Liabilities or
any obligation hereunder, or extend or renew for one or more periods (whether or
not longer than the original period) or release, compromise, alter or exchange
any obligations of any nature of any obligor with respect to any such property,
and (e) resort to the undersigned (or any of them) for payment of any of the
Liabilities when due, whether or not the Administrative Agent or such Lender
Party shall have resorted to any property securing any of the Liabilities or any
obligation hereunder or shall have proceeded against any other of the
undersigned or any other obligor primarily or secondarily obligated with respect
to any of the Liabilities. 



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     Any
amounts received by the Administrative Agent or any Lender Party from whatever
source on account of the Liabilities may be applied by it toward the payment of
the Liabilities in accordance with the Credit Agreement; and, notwithstanding
any payments made by or for the account of any of the undersigned pursuant to
this Subsidiary Guaranty, the undersigned shall not exercise any right of
subrogation to any rights of the Administrative Agent or any Lender Party until
such time as this Subsidiary Guaranty shall have been terminated as to all of
the undersigned and the Administrative Agent and the Lender Parties shall have
received payment of the full amount of all Liabilities. 



     The
undersigned hereby expressly waive: (a) notice of the acceptance by the
Administrative Agent or any Lender Party of this Subsidiary Guaranty, (b) notice
of the existence or creation or non-payment of all or any of the Liabilities,
(c) presentment, demand, notice of dishonor, protest, and all other notices
(unless expressly provided for under the Loan Documents) whatsoever, and (d) all
diligence in collection or protection of or realization upon any Liabilities or
any security for or guaranty of any Liabilities. 



     The
creation or existence from time to time of additional Liabilities to the
Administrative Agent or any Lender Party or any of them is hereby authorized,
without notice to the undersigned (or any of them), and shall in no way affect
or impair the rights of the Administrative Agent or any Lender Party or the
obligations of the undersigned under this Subsidiary Guaranty. 



     The
Administrative Agent and any Lender Party may from time to time, without notice
to the undersigned (or any of them), assign or transfer any or all of the
Liabilities or any interest therein; and, notwithstanding any such assignment or
transfer or any subsequent assignment or transfer thereof, such Liabilities
shall be and remain Liabilities for the purposes of this Subsidiary Guaranty,
and each and every immediate and successive assignee or transferee of any of the
Liabilities or of any interest therein shall, to the extent of the interest of
such assignee or transferee in the Liabilities, be entitled to the benefits of
this Subsidiary Guaranty to the same extent as if such assignee or transferee
were a Lender Party. 



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     No
delay on the part of the Administrative Agent or any Lender Party in the
exercise of any right or remedy shall operate as a waiver thereof, and no single
or partial exercise by the Administrative Agent or any Lender Party of any right
or remedy shall preclude other or further exercise thereof or the exercise of
any other right or remedy; nor shall any modification or waiver of any provision
of this Subsidiary Guaranty be binding upon the Administrative Agent or any
Lender Party except as expressly set forth in a writing duly signed and
delivered on behalf of the Administrative Agent (or, if at any time there is no
Administrative Agent, the Required Lenders or, if required pursuant to Section
15.1 of the Credit Agreement, all Lenders). No action of the Administrative
Agent or any Lender Party permitted hereunder shall in any way affect or impair
the rights of the Administrative Agent or any Lender Party or the obligations of
the undersigned under this Subsidiary Guaranty. For purposes of this Subsidiary
Guaranty, Liabilities shall include all obligations of the Borrower to the
Administrative Agent or any Lender Party arising under or in connection with any
Loan Document, notwithstanding any right or power of the Borrower or anyone else
to assert any claim or defense as to the invalidity or unenforceability of any
obligation, and no such claim or defense shall affect or impair the obligations
of the undersigned hereunder. 



     Pursuant
to the Credit Agreement, (a) this Subsidiary Guaranty has been delivered to the
Administrative Agent and (b) the Administrative Agent has been authorized to
enforce this Subsidiary Guaranty on behalf of itself and each of the other
Lender Parties. All payments by the undersigned pursuant to this Subsidiary
Guaranty shall be made to the Administrative Agent for application as set forth
in the Credit Agreement or, if there is no Administrative Agent, to the Lender
Parties for their ratable benefit. 



     This
Subsidiary Guaranty shall be binding upon the undersigned and the successors and
assigns of the undersigned; and to the extent that the Borrower or any of the
undersigned is either a partnership, corporation, limited liability company or
other entity, all references herein to the Borrower and to the undersigned,
respectively, shall be deemed to include any successor or successors, whether
immediate or remote, to such entity. The term “undersigned” as
used herein shall mean all parties executing this Subsidiary Guaranty and each
of them, and all such parties shall be jointly and severally obligated
hereunder. 



     THIS
SUBSIDIARY GUARANTY 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). Wherever possible each provision of this Subsidiary Guaranty
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Subsidiary Guaranty 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 Subsidiary Guaranty. 



     This
Subsidiary Guaranty 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 Guaranty. At any time after the date of this
Subsidiary Guaranty, one or more additional persons or entities may become
parties hereto by executing and delivering to the Administrative Agent a
counterpart of this Subsidiary Guaranty. 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 of the terms of, this
Subsidiary Guaranty. 



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     The
obligations of the undersigned under this Subsidiary Guaranty are secured
pursuant to a Security Agreement dated as of even date herewith (as amended or
otherwise modified from time to time) and may be secured by one or more other
agreements (including, without limitation, one or more pledge agreements,
mortgages, deeds of trust or other similar documents). 



     Immediately
upon any sale or transfer (whether by merger, consolidation or otherwise) of all
of the stock of any of the undersigned to a Person other than an Affiliate of
the Parent, the Borrower or any Subsidiary which is permitted by the Credit
Agreement, the Administrative Agent shall execute and deliver such documents as
such undersigned shall reasonably request to release such undersigned from this
Subsidiary Guaranty. 



     ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
SUBSIDIARY GUARANTY 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 OF THE UNDERSIGNED 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 OF THE UNDERSIGNED FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, TO THE
ADDRESS SET FORTH UNDER ITS NAME IN 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 OF THE UNDERSIGNED 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. 



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     EACH
OF THE UNDERSIGNED, AND (BY ACCEPTING THE BENEFITS HEREOF) EACH OF THE
ADMINISTRATIVE AGENT AND 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
SUBSIDIARY GUARANTY, 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. 



[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK] 



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










			
MIDDLEBY WORLDWIDE, INC.

BLODGETT HOLDINGS INC.

G.S. BLODGETT CORPORATION

PITCO FRIALATOR, INC.

MAGIKITCH'N INC.

CLOVERLEAF PROPERTIES, INC.




By:

Name Printed:


Title:	






	


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Signature page for the Subsidiary Guaranty dated as of
December __, 2001 issued by various subsidiaries of
Middleby Marshall Inc. (the “Borrower”) in favor of Bank
of America, N.A., as Administrative Agent under the Credit
Agreement dated as of December __, 2001 with The
Middleby Corporation, the Borrower and various financial
institutions


The undersigned is executing a counterpart hereof for
purposes of becoming a party hereto:









			
[SUBSIDIARY]



By:

Name Printed:

Title:

	






	


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Schedule I

Address of Guarantors 



Middleby Worldwide, Inc.
 1400
Toastmaster Drive
 Elgin, IL 60120 



Blodgett Holdings Inc.
 50 Lakeside
Avenue
 Burlington, VT 05401 



G.S. Blodgett Corporation
 50
Lakeside Avenue
 Burlington, VT 05401 



Pitco Frialator, Inc.
 509 Route 3A

Bow, NH 03304 



MagiKitch'n Inc.
 50 Lakeside
Avenue
 Burlington, VT 05401 



Cloverleaf Properties, Inc.
 50
Lakeside Avenue
 Burlington, VT 05401 



S-3