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.
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]
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:
/s/ David B. Baker
Name:
David B. Baker
Title:
Vice President
Signature page for the Subsidiary Guaranty dated as of December 21, 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 21, 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:
10
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
11
EXHIBIT C
COPY OF SECURITY AGREEMENT
(see attached)
12
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