ILLINOIS.
[EACH][THE] 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.
EACH OF [EACH][THE] 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][THE] DEBTOR ACKNOWLEDGES AND
AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION
(AND EACH OTHER
12
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]
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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
(See Attached)
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"), as
Administrative Agent (as defined below) for the Lenders (as defined below).
W I T N E S S E T H:
WHEREAS, The Middleby Corporation (the "Parent"), Middleby Marshall Inc. (the
"Company"), various financial institutions and Bank of America, as
Administrative Agent (in such capacity, the "Administrative Agent"), are parties
to a Fifth Amended and Restated Credit Agreement dated as of August 7, 2012 (the
"Credit Agreement");
WHEREAS, [each][the] Pledgor has guaranteed all obligations of the