Exhibit 4.7





	





Exhibit 4.7 



U.S. PLEDGE AGREEMENT 



     THIS
U.S. PLEDGE 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 from time to time party hereto (together with the Parent and the
Borrower, individually each a “Pledgor” and collectively, the
“Pledgors”), and BANK OF AMERICA, N.A. (“Bank of
America”), 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 (the
“Parent Guaranty”), and each other Pledgor other than the
Borrower has guaranteed all of the 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”); 



     WHEREAS,
each Pledgor will benefit from the making of loans and the issuance of letters
of credit pursuant to the Credit Agreement; and 



     WHEREAS,
the obligations of Borrower and the Parent under the Credit Agreement and the
other Loan Documents (as defined in the Credit Agreement) and the obligation of
each other Pledgor 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 capitalized terms used but not defined have the meanings
assigned to such terms in the Credit Agreement and (b) the following terms have the
following meanings (such meanings to be applicable to both the singular and plural forms
of such terms): 



     Administrative
Agent — see the recitals. 













	





     Agreement
— see the introductory paragraph. 



     Bank
of America — see the introductory paragraph. 



     Borrower
— see the introductory paragraph. 



     Collateral
— see Section 2. 



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



     Credit
Agreement — see the recitals. 



     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 any Pledgor
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. 



     Issuer
means the issuer of any of the shares of stock or other securities representing
all or any of the Collateral. 



     Lender
Party means each Lender and any Affiliate of a 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 Document
(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 Pledgor, all
obligations of such Pledgor under or in connection with the Subsidiary Guaranty,
as the same may be amended, modified, extended or renewed from time to time. 



     Parent —
see the recitals. 













	





     Parent
Guaranty — see the recitals. 



     Pledgor
— see the introductory paragraph. 



     Subsidiary
Guaranty — see the recitals. 



     2. Pledge.
As security for the payment of all Liabilities, each Pledgor hereby pledges 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 the following: 










	 	     1.
All of the shares of stock and other securities described in Schedule I opposite
the name of such Pledgor, all of the certificates and/or instruments representing such
shares of stock and other securities, and all cash, securities, dividends, rights and
other property at any time and from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such shares or other
securities; 






	 	     2.
All additional shares of stock of any of the Issuers listed in Schedule I opposite
the name of such Pledgor at any time and from time to time acquired by the Pledgor in any
manner, all of the certificates representing such additional shares, and all cash,
securities, dividends, rights and other property at any time and from time to time
received, receivable or otherwise distributed in respect of or in exchange for any or all
of such shares; 






	 	     3.
All other property hereafter delivered to the Administrative Agent by such Pledgor in
substitution for or in addition to any of the foregoing, all certificates and instruments
representing or evidencing such property, and all cash, securities, interest, dividends,
rights and other property at any time and from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all thereof; and 






	 	     4.
All products and proceeds of all of the foregoing.






	


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



     Each
Pledgor agrees to deliver to the Administrative Agent, promptly upon receipt and
in due form for transfer (i.e., endorsed in blank or accompanied by stock or
bond powers executed in blank), any Collateral (other than dividends or payments
which such Pledgor is entitled to receive and retain pursuant to Section
5 hereof) which may at any time or from time to time be in or come into the
possession or control of such Pledgor; and prior to the delivery thereof to the
Administrative Agent, such Collateral shall be held by such Pledgor separate and
apart from its other property and in express trust for the Administrative Agent. 













	





     3.
Warranties; Further Assurances. Each Pledgor warrants to the
Administrative Agent, as to its Collateral, for the benefit of each Lender Party
that: (a) such Pledgor is (or at the time of any future delivery, pledge,
assignment or transfer thereof will be) the legal and equitable owner of such
Pledgor’s Collateral free and clear of all liens, security interests and
encumbrances of every description whatsoever other than (i) the security
interest created hereunder and (ii) inchoate tax and ERISA liens; (b) to the
extent such Pledgor’s Collateral is represented by certificated securities,
the pledge and delivery of the Collateral pursuant to this Agreement will create
a valid perfected security interest in such Collateral in favor of the
Administrative Agent; (c) all shares of stock referred to in Schedule I
opposite the name of such Pledgor are duly authorized, validly issued, fully
paid and non-assessable; (d) as to each Issuer whose name appears in Schedule
I opposite the name of such Pledgor, such Pledgor’s Collateral
represents on the date hereof not less than the applicable percent (as shown in
Schedule I) of the total shares of capital stock issued and outstanding
of such Issuer; and (e) as of the date hereof, the information contained in
Schedule I opposite the name of such Pledgor is true and accurate in all
respects. 



     So
long as any of the Liabilities shall be outstanding or any commitment shall
exist on the part of any Lender Party with respect to the creation of any
Liabilities, each Pledgor (i) shall not, except as permitted by the Credit
Agreement or with the express prior written consent of the Administrative Agent,
sell, assign, exchange, pledge or otherwise transfer, encumber, or grant any
option, warrant or other right to purchase the stock of any Issuer which is
pledged hereunder; (ii) shall deliver such Uniform Commercial Code financing
statements and other documents (and pay the costs of filing and recording or
re-filing and re-recording the same in all public offices reasonably deemed
necessary or appropriate by the Administrative Agent) and do such other acts and
things, all as the Administrative Agent may from time to time reasonably
request, to establish and maintain a valid, perfected security interest in such
Pledgor’s Collateral (free of all other liens, claims and rights of third
parties whatsoever) to secure the performance and payment of the Liabilities
(and by its signature hereto, such Pledgor authorizes the Administrative Agent
to file any financing statements without the signature of such Pledgor); (iii)
will execute and deliver to the Administrative Agent such stock powers and
similar documents relating to such Pledgor’s Collateral, reasonably
satisfactory in form and substance to the Administrative Agent, as the
Administrative Agent may reasonably request; and (iv) will furnish the
Administrative Agent or any Lender Party such information concerning such
Pledgor’s Collateral as the Administrative Agent or such Lender Party may
from time to time reasonably request, and will permit the Administrative Agent
or any Lender Party or any designee of the Administrative Agent or such Lender
Party, from time to time at reasonable times and on reasonable notice (or at any
time without notice during the existence of a Default), to inspect, audit and
make copies of and extracts from all records and all other papers in the
possession of such Pledgor which pertain to such Pledgor’s Collateral, and
will, upon request of the Administrative Agent at any time when a Default has
occurred and is continuing, deliver to the Administrative Agent all of such
records and papers. 



     4.
Holding in Name of Administrative Agent, etc. The Administrative Agent
may from time to time after the occurrence and during the continuance of a
Default, without notice to the Pledgors, take all or any of the following
actions: (a) transfer all or any part of the Collateral into the name of the
Administrative Agent or any nominee or sub-agent for the Administrative Agent,
with or without disclosing that such Collateral is subject to the lien and
security interest hereunder, (b) appoint one or more sub-agents or nominees for
the purpose of retaining physical possession of the Collateral, (c) notify the
parties obligated on any of the Collateral to make payment to the Administrative
Agent of any amounts due or to become due thereunder, (d) endorse any checks,
drafts or other writings in the name of any Pledgor to allow collection of the
Collateral, (e) enforce collection of any of the Collateral by suit or
otherwise, and surrender, release or exchange all or any part thereof, or
compromise or renew for any period (whether or not longer than the original
period) any obligations of any nature of any party with respect thereto, and (f)
take control of any proceeds of the Collateral. 













	





     5. Voting
Rights, Dividends, etc. (a) Notwithstanding certain provisions of Section 4 hereof,
so long as the Administrative Agent has not given the notice referred to in paragraph
(b) below: 










	 	     1.
The Pledgors shall be entitled to exercise any and all voting or consensual rights and
powers and stock purchase or subscription rights (but any such exercise by the Pledgors
of stock purchase or subscription rights may be made only from funds of the Pledgors not
comprising part of the Collateral required to be delivered to the Administrative Agent
hereunder) relating or pertaining to the Collateral or any part thereof for any purpose;
provided that each Pledgor agrees that it will not exercise any such right or power
in any manner which would violate this Agreement or any other Loan Document. 






	 	     2.
The Pledgors shall be entitled to receive and retain any and all lawful dividends and
other payments payable in respect of the Collateral which are paid in cash by any Issuer
if such dividends and other payments are permitted by the Credit Agreement, but all
dividends and distributions in respect of the Collateral or any part thereof made in
shares of stock or securities or other property or representing any return of capital,
whether resulting from a subdivision, combination or reclassification of Collateral or
any part thereof or received in exchange for Collateral or any part thereof or as a
result of any merger, consolidation, acquisition or other exchange of assets to which any
Issuer may be a party or otherwise or as a result of any exercise of any stock purchase
or subscription right, shall be and become part of the Collateral hereunder and, if
received by any Pledgor, shall be forthwith delivered to the Administrative Agent in due
form for transfer (i.e., endorsed in blank or accompanied by stock or bond powers
executed in blank) to be held for the purposes of this Agreement. 






	 	     3.
The Administrative Agent shall execute and deliver, or cause to be executed and
delivered, to the applicable Pledgor, all such proxies, powers of attorney, dividend
orders and other instruments as such Pledgor may request for the purpose of enabling such
Pledgor to exercise the rights and powers which it is entitled to exercise pursuant to clause
(A) above and to receive the dividends and payments which it is authorized to retain
pursuant to clause (B) above. 









	





     (b)
Upon notice from the Administrative Agent during the existence of a Default, and
so long as the same shall be continuing, all rights and powers which the
Pledgors are entitled to exercise pursuant to Section 5(a)(A) hereof, and
all rights of the Pledgors to receive and retain dividends pursuant to
Section 5(a)(B) hereof, shall forthwith cease, and all such rights and
powers shall thereupon become vested in the Administrative Agent which shall
have, during the continuance of such Default, the sole and exclusive authority
to exercise such rights and powers and to receive such dividends and payments.
Any and all money and other property paid over to or received by the
Administrative Agent pursuant to this paragraph (b) shall be retained by
the Administrative Agent as additional Collateral hereunder and applied in
accordance with the provisions hereof. 



     6.
Remedies. During the existence of a Default, the Administrative Agent may
exercise from time to time any rights and remedies available to it under the
Uniform Commercial Code as in effect in Illinois or otherwise available to it.
Without limiting the foregoing, during the existence of a Default the
Administrative Agent (a) may, to the fullest extent permitted by applicable law,
without notice, advertisement, hearing or process of law of any kind, (i) sell
any or all of the Collateral, free of all rights and claims of any Pledgor
therein and thereto, at any public or private sale or brokers’ board and
(ii) bid for and purchase any or all of the Collateral at any such public sale
and (b) shall have the right, for and in the name, place and stead of the
applicable Pledgor, to execute endorsements, assignments, stock powers and other
instruments of conveyance or transfer with respect to all or any of the
Collateral. Each Pledgor hereby expressly waives, to the fullest extent
permitted by applicable law, any and all notices, advertisements, hearings or
process of law in connection with the exercise by the Administrative Agent of
any of its rights and remedies during the continuance of a Default. Any
notification of intended disposition of any of the Collateral shall be deemed
reasonably and properly given if given at least ten (10) days before such
disposition. Any proceeds of any of the Collateral may be applied by the
Administrative Agent to the payment of Costs and Expenses, and any balance of
such proceeds may be applied by the Administrative Agent toward the payment of
such of the Liabilities, and in such order of application, as the Administrative
Agent may from time to time elect (and, after payment in full of all
Liabilities, any excess shall be delivered to the applicable Pledgor or as a
court of competent jurisdiction shall direct). 



     The
Administrative Agent is hereby authorized to comply with any limitation or
restriction in connection with any sale of Collateral as it may be advised by
counsel is necessary in order to (a) avoid any violation of applicable law
(including, without limitation, compliance with such procedures as may restrict
the number of prospective bidders and purchasers and/or further restrict such
prospective bidders or purchasers to persons or entities 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 (b) obtain any
required approval of the sale or of the purchase by any governmental regulatory
authority or official, and each Pledgor agrees that such compliance shall not
result in such sale being considered or deemed not to have been made in a
commercially reasonable manner and that the Administrative Agent shall not be
liable or accountable to any Pledgor for any discount allowed by reason of the
fact that such Collateral is sold in compliance with any such limitation or
restriction. 













	





     7.
General. The Administrative Agent shall be deemed to have exercised
reasonable care in the custody and preservation of the Collateral if it takes
such action for that purpose as the applicable Pledgor shall request 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 the
Collateral against prior parties, or to do any act with respect to preservation
of the Collateral not so requested by any Pledgor, shall be deemed a failure to
exercise reasonable care in the custody or preservation of any Collateral. 



     No
delay on the part of the Administrative Agent in exercising any right, power or
remedy shall operate as a waiver thereof, and no single or partial exercise of
any such right, power or remedy shall preclude any other or further exercise
thereof, or the exercise of any other right, power or remedy. No amendment,
modification or waiver of, or consent with respect to, any provision of this
Agreement shall be effective unless the same shall be in writing and signed and
delivered by the Administrative Agent, and then such amendment, modification,
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given. 



     If
any of the Collateral shall be sold, transferred or otherwise disposed of by any
Pledgor in a transaction permitted by the Credit Agreement, then the
Administrative Agent, at the request and sole expense of such Pledgor, shall
execute and deliver to such Pledgor 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 Pledgor’s request and at such
Pledgor’s sole expense, (i) deliver to such Pledgor, 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 such Pledgor’s Collateral (including stock
powers and other documents) 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 Pledgor such documents as such Pledgor shall
reasonably request to evidence such termination and the release of any security
interest granted hereby. 



     All
obligations of the Pledgors and all rights, powers and remedies of the
Administrative Agent and the Lender Parties expressed herein are in addition to
all other rights, powers and remedies possessed by them, including, without
limitation, those provided by applicable law or in any other written instrument
or agreement relating to any of the Liabilities or any security therefor. 













	





     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). Wherever 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
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 Agreement. 



     All
notices hereunder shall be in writing (including facsimile transmission) and
shall be sent to the applicable party at its address shown opposite 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. 



     This
Agreement shall be binding upon the Pledgors and the Administrative Agent and
their respective successors and assigns (provided that no Pledgor may assign its
obligations hereunder without the prior written consent of the Administrative
Agent), and shall inure to the benefit of each Pledgor and the Administrative
Agent and the successors and assigns of the Administrative Agent. 



     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 an original but all such counterparts shall together constitute but one
and the same Agreement. At any time after the date of this Agreement, one or
more additional Persons may become parties hereto by executing and delivering to
the Administrative Agent a counterpart of this Agreement, together with a
supplement to Schedule I hereto setting forth all relevant information
with respect to such party as of the date of delivery, whereupon Schedule
I hereto shall be deemed to be amended automatically to incorporate such
information. Immediately upon such execution and delivery (and without any
further action), each such additional Person will become a party to, and will be
bound by all of 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 PLEDGOR 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 PLEDGOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
BY REGISTERED MAIL, POSTAGE PREPAID, TO THE ADDRESS OF SUCH PLEDGOR SET ACROSS
FROM ITS SIGNATURE HERETO (OR SUCH OTHER ADDRESS AS IT SHALL HAVE SPECIFIED IN
WRITING TO THE ADMINISTRATIVE AGENT AS ITS ADDRESS FOR NOTICE HEREUNDER), OR BY
PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. EACH PLEDGOR 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. 













	





     EACH
OF EACH PLEDGOR, 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 PLEDGOR 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] 













	





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










			
MIDDLEBY MARSHALL INC.

THE MIDDLEBY CORPORATION

G.S. BLODGETT CORPORATION

BLODGETT HOLDINGS INC.



By:

Name Printed:

Title:


Address:

1400 Toastmaster Drive

Elgin, Illinois 60120

Attention: David B. Baker

Facsimile: (847) 741-1689




BANK OF AMERICA, N.A.,

as Administrative Agent




By:

Name Printed:

Title:


Address:

231 South LaSalle Street

Chicago, IL 60697

Attention: David A. Johanson

Facsimile: (312) 974-9102
	









	












			
Signature page for the U.S. Pledge 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
under the Credit Agreement dated as of December 21, 2001 with the Borrower and
various other parties.



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



[SUBSIDIARY]



By:

Name Printed:

Title:












	





SCHEDULE I
 TO PLEDGE
AGREEMENT



STOCK








	Pledgor	Issuer	Certificate #	 	# of Pledged
Shares	 	# of Shares
Issued and
Outstanding	 	Pledged Shares
as % of Total
Shares of Issuer
Outstanding	 
	The Middleby Corporation	 	Middleby Marshall Inc.	 	7	 	100,000	 	100,000	 	100%	 
	The Middleby Corporation	 	Middleby Marshall Inc.	 	5	 	1,000,000	 	1,000,000	 	100%	 
	Middleby Marshall Inc.	 	Blodgett Holdings Inc.	 	16	 	2,710,000	 	2,710,000	 	100%	 
	Middleby Marshall Inc.	 	Middleby Worldwide Corporation	 	16	 	4,387	 	4,387	 	100%	 
	Blodgett Holdings Inc.	 	G. S. Blodgett Corporation	 	142	 	10	 	10	 	100%	 
	G. S. Blodgett Corporation	 	Pitco Frialator, Inc.	 	3	 	1,000	 	1,000	 	100%	 
	G. S. Blodgett Corporation	 	MagiKitch’n Inc.	 	3	 	10,000	 	10,000	 	100%	 
	G. S. Blodgett Corporation	 	Cloverleaf Properties, Inc.	 	4	 	15,000	 	15,000	 	100%