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][THE] 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]
IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first
above written.
[DEBTOR[S]]
By:
Name:
Title:
BANK OF AMERICA, N.A., as Administrative Agent
By:
Name:
Title:
SCHEDULE I
TO SECURITY AGREEMENT
ORGANIZATIONAL INFORMATION
(A)
Full Legal Name, Type of Organization,
Jurisdiction of Organization, Chief Executive Office/Sole Place of Business,
Organizational Identification Number and federal employment identification
number of [each][the] Debtor:
Full Legal Name
Type of
Organization
Jurisdiction of
Organization
Chief Executive
Office/Principal Place of
Business
Organization ID#
Taxpayer ID #
SCHEDULE II
TO SECURITY AGREEMENT
ADDRESSES OF ALL LOCATIONS AT WHICH GOODS ARE LOCATED
SCHEDULE III
TO SECURITY AGREEMENT
CHANGES TO NAME; JURISDICTION; CORPORATE STRUCTURE
Changes in name, jurisdiction of organization and corporate structure within
past five (5) years:
Debtor
Date of Change
Description of Change
SCHEDULE IV
TO SECURITY AGREEMENT
LIST OF INTELLECTUAL PROPERTY
SCHEDULE IV
TO SECURITY AGREEMENT
LIST OF DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS
EXHIBIT D
FORM OF
U.S. PLEDGE AGREEMENT
U.S. PLEDGE AGREEMENT
THIS U.S. PLEDGE AGREEMENT (this "Agreement") dated as of [
], 20[
] is
[among][between] [
] ([each a "Pledgor" and collectively the
"Pledgors"][the "Pledgor"]), and BANK OF AMERICA, N.A. ("Bank of America"), in
its capacity as Administrative Agent (as defined below) for the Lenders (as
defined in the Credit Agreement referred to below).
W I T N E S S E T H:
WHEREAS, The Middleby Corporation (the "Parent"), Middleby Marshall Inc. (the
"Company"), the Subsidiary Borrowers party thereto, various financial
institutions and Bank of America, as Administrative Agent (in such capacity, the
"Administrative Agent"), are parties to a Sixth Amended and Restated Credit
Agreement dated as of July 28, 2016 (the "Credit Agreement");
WHEREAS, [each][the] Pledgor has guaranteed all obligations of the Company under
the Credit Agreement and certain hedging obligations pursuant to a Subsidiary
Guaranty dated as of the date hereof; and
WHEREAS, the obligations of [each such][the] Pledgor are to be secured pursuant
to this Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1.
Definitions; Interpretation.
(a) 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