February 15, 2005 William F. Whitman, Jr. 8050 Southeast S.E. Little Harbour Drive, H-7 Hobe Sound, Florida 33455 Mr. Whitman: Reference is made to that certain Stock Repurchase Agreement, dated as of December 23, 2004 (the "Agreement"), by and among...Middleby Corp • February 18th, 2005 • Refrigeration & service industry machinery • Delaware
Reference is made to that certain Stock Repurchase Agreement, dated as of December 23, 2004 (the "Agreement"), by and among The Middleby Corporation (the "Company"), you and the other parties signatory thereto.
Exhibit 10.3 ------------ EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") dated as of December 23, 2004 is entered into by and between The Middleby Corporation, a Delaware corporation (the "Company"), Middleby Marshall Inc., a...Employment Agreement • December 28th, 2004 • Middleby Corp • Refrigeration & service industry machinery • Illinois
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is made as of January 22, 1997, by and among MIDDLEBY MARSHALL INC., a Delaware corporation having its principal place of business...Loan and Security Agreement • March 28th, 1997 • Middleby Corp • Refrigeration & service industry machinery • Illinois
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") dated as of March 7, 2005 is entered into by and between The Middleby Corporation, a Delaware corporation (the "Company"), Middleby Marshall Inc., a Delaware corporation...Employment Agreement • March 8th, 2005 • Middleby Corp • Refrigeration & service industry machinery • Illinois
June 9, 2005 A. Don Lummus Dear Don: This letter agreement will confirm the agreement between you and The Middleby Corporation (the "Company") in connection with your receipt of benefits under the Company's Retirement Plan for Independent Directors...Letter Agreement • June 9th, 2005 • Middleby Corp • Refrigeration & service industry machinery
Published CUSIP No. ____________ THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 23, 2004Credit Agreement • December 28th, 2004 • Middleby Corp • Refrigeration & service industry machinery • Illinois
THE MIDDLEBY CORPORATION 2,610,000 Shares Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • September 11th, 1997 • Middleby Corp • Refrigeration & service industry machinery • New York
Exhibit 10.1 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is entered into this 6th day of December, 2005, by and among Middleby Marshall, Inc. (the "Buyer"), ALKAR HOLDINGS, INC., a Wisconsin corporation (the...Stock Purchase Agreement • December 12th, 2005 • Middleby Corp • Refrigeration & service industry machinery • Delaware
RECITALS:Credit Agreement • April 2nd, 1999 • Middleby Corp • Refrigeration & service industry machinery • Illinois
AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT OF WILLIAM F. WHITMAN, JR. This Amendment No. 1 is made as of January 1, 1998 by and among THE MIDDLEBY CORPORATION, a Delaware corporation ("TMC"), MIDDLEBY MARSHALL INC., a Delaware...Employment Agreement • August 21st, 1998 • Middleby Corp • Refrigeration & service industry machinery
THE MIDDLEBY CORPORATION AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 21, 2020 1.00% Convertible Senior Notes due 2025Indenture • August 21st, 2020 • Middleby Corp • Refrigeration & service industry machinery • New York
INDENTURE, dated as of August 21, 2020, between THE MIDDLEBY CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
and $15,000,000 10.99% Senior Secured Notes Due January 10, 2003 and Warrant to Purchase Common Stock TABLE OF CONTENTSNote Agreement • August 21st, 1998 • Middleby Corp • Refrigeration & service industry machinery
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is made as of December 26, 1996, by and among MIDDLEBY MARSHALL INC., a Delaware corporation having its principal place of business...Loan and Security Agreement • March 28th, 1997 • Middleby Corp • Refrigeration & service industry machinery • Illinois
FIRST AMENDMENT ---------------Joinder Agreement • December 12th, 2005 • Middleby Corp • Refrigeration & service industry machinery • Illinois
15,000,000 10.99% Senior Secured Notes Due January 10, 2003 and Warrant to Purchase Common StockExecution • April 2nd, 1999 • Middleby Corp • Refrigeration & service industry machinery • Illinois
by and amongStock Repurchase Agreement • December 28th, 2004 • Middleby Corp • Refrigeration & service industry machinery • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • August 19th, 2002 • Middleby Corp • Refrigeration & service industry machinery • Illinois
Ex-4 Sequence 1 Description: Ex-4(a) AMENDED AND RESTATED MULTICURRENCY CREDIT AGREEMENT Dated as of November 30, 2000Multicurrency Credit Agreement • March 30th, 2001 • Middleby Corp • Refrigeration & service industry machinery • Illinois
AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT OF DAVID P. RILEYEmployment Agreement • March 30th, 2001 • Middleby Corp • Refrigeration & service industry machinery
APPENDIX (this "APPENDIX") dated December 30, 1997 to LEASE AGREEMENT (the "LEASE AGREEMENT" and, together with this Appendix, the "LEASE") dated as of, December 30, 1997 between BA LEASING & CAPITAL CORPORATION ("LESSOR") and MIDDLEBY MARSHALL INC.,...Lease Agreement • January 13th, 1998 • Middleby Corp • Refrigeration & service industry machinery
Dealer address]Middleby Corp • August 21st, 2020 • Refrigeration & service industry machinery
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [___________] (“Dealer”) and The Middleby Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Amendment No. 3 to Amended and Restated Employment Agreement of William F. Whitman, Jr.Middleby Corp • August 19th, 2002 • Refrigeration & service industry machinery
Exhibit 10.4 ------------ AMENDMENT TO SEVERANCE AND CHANGE OF CONTROL AGREEMENT This Amendment to the Severance Agreement (this "Amendment"), effective as of March 31, 2005, is entered into by and between Packaging Dynamics Corporation (the...Severance and Change of Control Agreement • April 6th, 2005 • Middleby Corp • Refrigeration & service industry machinery • Illinois
Exhibit 10.3 ------------ SEVERANCE AND CHANGE OF CONTROL AGREEMENT ----------------------------------------- THIS AGREEMENT is made as of March 31, 2005 by and between Packaging Dynamics Corporation (the "Company") and Mr. David E. Wartner(the...Severance and Change of Control Agreement • April 6th, 2005 • Middleby Corp • Refrigeration & service industry machinery • Illinois
1,218,575 Shares THE MIDDLEBY CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 10th, 2005 • Middleby Corp • Refrigeration & service industry machinery • New York
LEHMAN BROTHERS INC. As Representative of the several Underwriters named in Schedule 1 attached hereto, c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019
AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT OF DAVID P. RILEY This Amendment No. 1 is made as of January 1, 1998 by and among THE MIDDLEBY CORPORATION, a Delaware corporation ("TMC"), MIDDLEBY MARSHALL INC., a Delaware corporation...Employment Agreement • August 21st, 1998 • Middleby Corp • Refrigeration & service industry machinery
ARTICLE IAsset Purchase Agreement • February 7th, 1997 • Middleby Corp • Refrigeration & service industry machinery • Delaware
AGREEMENT AND PLAN OF MERGER By and Among THE MIDDLEBY CORPORATION, MIDDLEBY MARSHALL INC., MOSAIC MERGER SUB, INC. and WELBILT, INC. Dated as of April 20, 2021Agreement and Plan of Merger • April 21st, 2021 • Middleby Corp • Refrigeration & service industry machinery • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of April 20, 2021 (this “Agreement”), is made by and among The Middleby Corporation, a Delaware corporation (“Parent”), Middleby Marshall Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Acquiror”), Mosaic Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Acquiror (“Merger Sub”), and Welbilt, Inc., a Delaware corporation (the “Company”). Defined terms used in this Agreement have the respective meanings ascribed to them herein.
AGREEMENT AND PLAN OF MERGER by and among THE MIDDLEBY CORPORATION, CHEF ACQUISITION CORP. and TURBOCHEF TECHNOLOGIES, INC. Dated AUGUST 12, 2008Agreement and Plan of Merger • August 15th, 2008 • Middleby Corp • Refrigeration & service industry machinery • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this "Agreement"), dated August 12, 2008, by and among The Middleby Corporation, a Delaware corporation ("Parent"), Chef Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and TurboChef Technologies, Inc., a Delaware corporation (the "Company").
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 28, 2007 among MIDDLEBY MARSHALL INC., THE MIDDLEBY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS, WELLS FARGO BANK, N.A., as Syndication Agent, ROYAL BANK OF CANADA, and RBS CITIZENS,...Credit Agreement • January 4th, 2008 • Middleby Corp • Refrigeration & service industry machinery • Illinois
This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 28, 2007 (this “Agreement”) is among MIDDLEBY MARSHALL INC., a Delaware corporation (the “Company”), 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.
IRREVOCABLE TRUST AGREEMENTTrust Agreement • December 23rd, 2003 • Middleby Corp • Refrigeration & service industry machinery • Florida
This Trust Agreement is entered into this 29th day of November, 2003, between WILLIAM F. WHITMAN, JR., a resident of Martin County, Florida, the Grantor of the Trust, hereinafter referred to in the first person, and THOMAS C. DANZIGER, the Trustee of the Trust, hereinafter referred to as the "Trustee." Furthermore, any successor trustee shall be referred to herein as the "Trustee." This Trust may be referred to as the "WILLIAM F. WHITMAN, JR. IRREVOCABLE TRUST dated November 29, 2003."
IRREVOCABLE TRUST AGREEMENTTrust Agreement • December 23rd, 2003 • Middleby Corp • Refrigeration & service industry machinery • Florida
This Trust Agreement is entered into this 29th day of November, 2003, between BARBARA K. WHITMAN, a resident of Martin County, Florida, the Grantor of the Trust, hereinafter referred to in the first person, and THOMAS C. DANZIGER, the Trustee of the Trust, hereinafter referred to as the "Trustee." Furthermore, any successor trustee shall be referred to herein as the "Trustee." This Trust may be referred to as the "BARBARA K. WHITMAN IRREVOCABLE TRUST dated November 29, 2003."
STOCKHOLDER VOTING AND SUPPORT AGREEMENTStockholder Voting and Support Agreement • August 15th, 2008 • Middleby Corp • Refrigeration & service industry machinery
This STOCKHOLDER VOTING AND SUPPORT AGREEMENT, dated as of August 12, 2008 (this “Agreement”), is by and among The Middleby Corporation, a Delaware corporation (the “Parent”), and the holder of capital stock of TurboChef Technologies, Inc., a Delaware corporation (the “Company”) set forth on the signature page hereto (the “Stockholder”).
AGREEMENT AND PLAN OF MERGER dated as of November 18, 2007 by and among MIDDLEBY MARSHALL INC. (“Parent”), NEW CARDINAL ACQUISITION SUB INC. (“Merger Sub”) NEW STAR INTERNATIONAL HOLDINGS, INC. (the “Company”) and WESTON PRESIDIO CAPITAL IV, L.P. (the...Agreement and Plan of Merger • November 23rd, 2007 • Middleby Corp • Refrigeration & service industry machinery • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 18, 2007 by and among Middleby Marshall Inc., a Delaware corporation (“Parent”), New Cardinal Acquisition Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), New Star International Holdings, Inc., a Delaware corporation (the “Company”), and Weston Presidio Capital IV, L.P., as the Equityholders’ Representative.
EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 21, 2021, among THE MIDDLEBY CORPORATION, as a Guarantor MIDDLEBY MARSHALL INC., and certain other subsidiaries of The Middleby Corporation, as Borrowers, VARIOUS FINANCIAL INSTITUTIONS,...Security Agreement • October 22nd, 2021 • MIDDLEBY Corp • Refrigeration & service industry machinery • Illinois
This EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 21, 2021 (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.
