On October 21, 2021, The Middleby Corporation, Middleby Marshall Inc. as a borrower, and the other subsidiaries of the Company party thereto as borrowers (collectively, the Borrowers), entered into a five-year, $4.5 billion amended and restated credit agreement with Bank of America, N.A., as administrative agent (the Agent), and various other agents and lenders named therein (the Credit Agreement"). The Credit Agreement amends and restates the Company's and MMI's prior $3.1 billion credit facility, which was established pursuant to that certain Seventh Amended and Restated Credit Agreement, dated as of January 31, 2020, among the Company, MMI, Bank of America, N.A., as administrative agent, and various financial institutions party thereto (as amended, the Previous Credit Agreement). The Credit Agreement provides for a new senior secured credit facility in an aggregate principal amount of $4.5 billion, consisting of (i) a $1 billion term loan facility, (ii) a $750 million delayed draw term loan facility and (iii) a $2.75 billion multi-currency revolving credit facility, with the potential for MMI, under certain circumstances, to increase the amount of the credit facility by the greater of $625 million and 100% of consolidated EBITDA for the most recently ended period of consecutive fiscal quarters (plus additional amounts, subject to compliance with a senior secured net leverage ratio), either by increasing the revolving commitment or by adding one or more revolver or term loan tranches. The multi-currency revolving credit facility consists of revolving loans and sublimits for swingline loans and letters of credit. The term loan facility is available to MMI for borrowing on the Closing Date. The delayed draw term loan facility is available for borrowing by MMI from time to time for a period beginning on the Closing Date and ending on the earlier of the date when the delayed draw term loan facility has been fully utilized or the one-year anniversary of the Closing Date (the DDTL Expiration Date). Borrowings under the revolving credit facility may be made by the Borrowers and any additional subsidiary made a Borrower at MMI's option pursuant to the terms thereof with the consent of the Agent and the revolving lenders (and, in the case of a new revolver or term loan tranche, the consent of the Agent of the lenders committing to make such loans). Borrowings under the revolving credit facility may be denominated in dollars and, up to a certain dollar equivalent limit, certain foreign currencies. Borrowings under the credit facility may be used for refinancing the Company's obligations under the Previous Credit Agreement, working capital, capital expenditures, to support the issuance of letters of credit and other general corporate purposes, as well as for financing permitted acquisitions. The credit facility matures in 2026, with the potential for MMI to extend the maturity date in one year increments with the consent of the extending lenders. All obligations under the Credit Agreement are secured by substantially all the assets of MMI, the Company and certain of the Company's material domestic subsidiaries, and unconditionally guaranteed by, subject to certain exceptions, the Company and certain of the Company's direct and indirect material foreign and domestic subsidiaries. The term loan facility will amortize in equal quarterly installments due on the last day of each fiscal quarter, commencing with the first full fiscal quarter after the Closing Date, in an aggregate annual amount equal to 2.50% of the original aggregate principal amount of the term loan facility, with the balance, plus any accrued interest, due and payable on the fifth anniversary of the Closing Date. The delayed draw term loan facility will amortize in quarterly installments due on the last day of each fiscal quarter, commencing with the first full fiscal quarter after each delayed draw term loan borrowing in an amount equal to 0.625% of the original aggregate principal amount of such borrowing, with the balance, plus any accrued interest, due and payable on the fifth anniversary of the Closing Date. MMI is required to make mandatory prepayments with respect to the term loan facility and delayed draw term loan facility in amounts equal to 100% of all net cash proceeds of debt issuances not otherwise permitted by the Credit Agreement and certain non-ordinary course asset sales and dispositions, subject to customary reinvestment rights and certain exceptions. The Credit Agreement also contains certain customary events of default, including, but not limited to, the failure to make required payments; bankruptcy and other insolvency events; the failure to perform certain covenants; the material breach of a representation or warranty; non-payment of certain other indebtedness; the entry of undischarged judgments against the Company or any subsidiary for the payment of material uninsured amounts; the invalidity of the Company guarantee or any subsidiary guaranty; and a change of control of the Company.