FIRST AMENDMENT TO CREDIT AGREEMENT
-----------------------------------
FIRST AMENDMENT (this "Amendment"), dated as of July 7, 1999,
among SCOTSMAN HOLDINGS, INC., a Delaware corporation ("Holdings"), XXXXXXXX
SCOTSMAN, INC., a Maryland corporation (the "Borrower"), the Lenders from time
to time party to the Credit Agreement referred to below, BANKERS TRUST COMPANY,
as Issuing Bank, BT COMMERCIAL CORPORATION, acting as Administrative Agent and
Co-Syndication Agent, NATIONSBANK, N.A., acting as Co-Syndication Agent, and
XXXXXXX SACHS CREDIT PARTNERS L.P., acting as Documentation Agent. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings provided such terms in the Credit Agreement.
W I T N E S S E T H :
WHEREAS, Holdings, the Borrower, the Lenders, the Issuing
Bank, the Administrative Agent, the Co-Syndication Agents and the Documentation
Agent are parties to a Credit Agreement, dated as of May 22, 1997 and amended
and restated as of September 1, 1998, (as in effect on the date hereof, the
"Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit
Agreement as herein provided;
NOW, THEREFORE, it is agreed:
1. Section 2.2(a)(ii)(B) of the Credit Agreement is hereby
amended by deleting the percentage "Sixty-five percent (65%)" set forth therein
and inserting the percentage "Seventy percent (70%)" in lieu thereof.
2. Section 7.17(a)(vii) of the Credit Agreement is hereby
amended by replacing the amount of "$25,000,000" set forth therein with the
amount of "$30,000,000".
3. Section 8.3(f) of the Credit Agreement is hereby amended by
replacing the amount of "$20,000,000" set forth therein with the amount of
"$40,000,000".
4. The definition of "Eligible Rental Equipment" is hereby
amended by deleting the phrase "type 'D' or 'E' consistent" set forth in clause
(i) thereof and inserting the phrase "type 'E' or 'F' consistent" in lieu
thereof.
5. In order to induce the Lenders to enter into this
Amendment, Holdings and the Borrower hereby represent and warrant that (i) the
representations, warranties and agreements contained in Article 6 of the Credit
Agreement are true and correct in all material respects on and as of the
Amendment Effective Date (as defined below) after giving effect to this
Amendment and (ii) there exists no Default or Event of Default on the Amendment
Effective Date after giving effect to this Amendment.
6. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
7. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Administrative Agent.
8. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.
9. This Amendment shall become effective on the date (the
"Amendment Effective Date") when Holdings, the Borrower, each Subsidiary
Guarantor and the Required Lenders shall have signed a counterpart hereof
(whether the same or different counterparts) and shall have delivered
(including, without limitation, by usage of facsimile transmission) the same to
the Administrative Agent at its Notice Office. This Amendment and the agreements
contained herein shall be binding on the successors and assigns of the parties
hereto.
10. From and after the Amendment Effective Date, all
references in the Credit Agreement and each of the Credit Documents to the
Credit Agreement shall be deemed to be references to the Credit Agreement as
amended hereby.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
SCOTSMAN HOLDINGS, INC.
By__________________________________________
Name:
Title:
XXXXXXXX SCOTSMAN, INC.
By__________________________________________
Name:
Title:
BANKERS TRUST COMPANY,
as Issuing Bank
By___________________________________________
Name:
Title:
BT COMMERCIAL CORPORATION,
Individually and as Administrative Agent and
Co-Syndication Agent
By___________________________________________
Name:
Title:
NATIONSBANK, N.A.,
Individually and as Co-Syndication Agent
By___________________________________________
Name:
Title:
XXXXXXX SACHS CREDIT PARTNERS L.P.,
Individually and as Documentation Agent
By____________________________________
Name:
Title:
BANKBOSTON, N.A
By____________________________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By____________________________________
Name:
Title:
CANADIAN IMPERIAL BANK OF COMMERCE
By____________________________________
Name:
Title:
THE CIT GROUP/BUSINESS CREDIT, INC.
By____________________________________
Name:
Title:
CONGRESS FINANCIAL CORPORATION
By_________________________________
Name:
Title:
CRESCENT/MACH I PARTNERS, L.P.
by: TCW Asset Management Company
Its Investment Manager
By_________________________________
Name:
Title:
DEBT STATEGIES FUND III, INC.
By_________________________________
Name:
Title:
DIME COMMERCIAL CORP.
By_________________________________
Name:
Title:
FLEET BANK, N.A.
By_________________________________
Name:
Title:
FLEET CAPITAL CORPORATION
By_________________________________
Name:
Title:
FREMONT FINANCIAL CORPORATION
By_________________________________
Name:
Title:
THE FUJI BANK, LIMITED
By_________________________________
Name:
Title:
GREEN TREE FINANCIAL SERVICING
CORPORATION
By_________________________________
Name:
Title:
XXXXXX FINANCIAL, INC.
By_________________________________
Name:
Title:
IBJ XXXXXXXX BUSINESS CREDIT
CORPORATION
By____________________________________
Name:
Title:
LASALLE NATIONAL BANK
By____________________________________
Name:
Title:
MERCANTILE SAFE DEPOSIT AND TRUST
COMPANY
By___________________________________
Name:
Title:
NATIONAL BANK OF CANADA, A
CANADIAN CHARTERED BANK
By___________________________________
Name:
Title:
By____________________________________
Name:
Title:
NATIONAL CITY COMMERICAL FINANCE,
INC.
By___________________________________________
Name:
Title:
OAK HILL SECURITIES FUND, L.P.
By: Oak Hill Securities GenPar, L.P. its General
Partner
By: Oak Hill Securities MGP, Inc., its General Partner
By_____________________________________________
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By_____________________________________________
Name:
Title:
SENIOR HIGH INCOME PORTFOLIO, INC.
By_____________________________________________
Name:
Title:
SOCIETE GENERALE
By__________________________________
Name:
Title:
SUMMIT COMMERCIAL/GIBRALTAR CORP.
By__________________________________
Name:
Title:
TRANSAMERICA BUSINESS CREDIT
CORPORATION
By__________________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION,
formerly known as First Bank National
Association
By__________________________________
Name:
Title:
XXXXX FARGO BANK, N.A.
By__________________________________
Name:
Title:
Acknowledged and Agreed:
WILLSCOT EQUIPMENT, LLC
By: Xxxxxxxx Scotsman, Inc., as a Member
SPACE MASTER INTERNATIONAL, INC.
EVERGREEN MOBILE COMPANY
By__________________________
Name:
Title:
On behalf of each of the above
Subsidiary Guarantors
