SCHEDULES
SCHEDULE 1.1
Pricing Schedule
SCHEDULE 2.1
Lenders and Initial Commitments and Percentages
SCHEDULE 9.6
Litigation and Contingent Liabilities
SCHEDULE 9.8
Subsidiaries
SCHEDULE 9.14
Environmental Matters
SCHEDULE 10.7(h)
Existing Debt
SCHEDULE 10.8
Existing Liens
SCHEDULE 10.19
Existing Investments
SCHEDULE 15.3
Addresses for Notices
EXHIBITS
EXHIBIT A
Form of Compliance Certificate
EXHIBIT B-1
Form of U.S. Guaranty
EXHIBIT B-2
Form of Foreign Guaranty
EXHIBIT C
Form of Security Agreement
EXHIBIT D
Form of U.S. Pledge Agreement
EXHIBIT E
Form of Assignment Agreement
EXHIBIT F
Form of Subsidiary Borrower Supplement
EXHIBIT G
Form of Increase Request
EXHIBIT H
Form of U.S. Tax Compliance Certificate
EXHIBIT I
Form of Loan Notice
EXHIBIT J
Form of Swing Line Loan Notice
EXHIBIT K
Form of Notice of Loan Prepayment
EXHIBIT L
Form of Lender UK Tax Status Certificate
viii
SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
This SIXTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 28, 2016 (this
"Agreement") is among MIDDLEBY MARSHALL INC., a Delaware corporation (the
"Company"), the Initial Subsidiary Borrowers (as defined below), each Eligible
Subsidiary (as defined below) that becomes a Subsidiary Borrower (as defined
below), THE MIDDLEBY CORPORATION, a Delaware corporation (the "Parent"), each
financial institution that from time to time becomes a party hereto as a lender
(each a "Lender") and BANK OF AMERICA, N.A. (in its individual capacity, "Bank
of America"), as administrative agent for the Lenders.
WHEREAS, the Company, the Parent, various financial institutions and Bank of
America, as administrative agent, are parties to a Fifth Amended and Restated
Credit Agreement dated as of August 7, 2012 (the "Existing Credit Agreement");
WHEREAS, the parties hereto have agreed to amend and restate the Existing Credit
Agreement pursuant to this Agreement; and
WHEREAS, the parties hereto intend that this Agreement and the documents
executed in connection herewith not effect a novation of the obligations of the
Company and the Parent under the Existing Credit Agreement, but merely a
restatement of and, where applicable, an amendment to the terms governing such
obligations;
NOW, THEREFORE, in consideration of the mutual agreements contained herein and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
SECTION 1
DEFINITIONS AND INTERPRETATION.
1.1
Definitions.
When used herein the following terms shall have the
following meanings:
Acquisition means any transaction or series of related transactions for the
purpose of or resulting, directly or indirectly, in (a) the acquisition of all
or substantially all of the assets of a Person, or of any business or division
of a Person, (b) the acquisition of in excess of 50% of the capital stock,
partnership interests, membership interests or equity of any Person, or
otherwise causing any Person to become a Subsidiary, or (c) a merger or
consolidation or any other combination with another Person (other than a Person
that is a Subsidiary).
AC Swing Line Loan means a Swing Line Loan denominated in Euros or Sterling.
AC Swing Line Sublimit means an amount equal to the lesser