10.7(h)
Existing Debt SCHEDULE 10.8 Existing Liens SCHEDULE 10.18 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 H-1
Forms of Foreign Tax Compliance Certificates EXHIBIT H-2 Forms of Foreign Tax
Compliance Certificates EXHIBIT H-3 Forms of Foreign Tax Compliance Certificates
EXHIBIT H-4 Forms of Foreign Tax Compliance Certificates EXHIBIT I Form of Loan
Notice EXHIBIT J Form of Swingline Loan Notice EXHIBIT K Form of Notice of Loan
Prepayment EXHIBIT L Form of Lender UK Tax Status Certificate EXHIBIT M Form of
Revolving Loan Note EXHIBIT N Form of Term Loan Note
iv
SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT
This SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 31, 2020
(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, certain Subsidiaries of the Parent, as
subsidiary borrowers, various financial institutions and Bank of America, as
administrative agent, are parties to a Sixth Amended and Restated Credit
Agreement dated as of July 28, 2016 (as amended, restated, amended and restated
or otherwise modified from time to time prior to the date hereof, 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:
AC Swing Line Loan means a Swing Line Loan denominated in an Alternative
Currency (including Canadian Swing Line Loans and UK Swing Line Loans).
AC Swing Line Sublimit means an amount equal to the lesser of the Alternative
Currency Sublimit and the Dollar Equivalent Amount of $25,000,000. The AC Swing
Line Sublimit is part of, and not in addition to, the Alternative Currency
Sublimit.
Acquisition means any transaction or series of related transactions for the