Exhibit 10.9
AMENDMENT NO. 8 TO LOAN AND SECURITY AGREEMENT
THE SCOTSMAN GROUP, INC.
0000 Xxxx Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
September 30, 1996
Congress Financial Corporation
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gentlemen:
Congress Financial Corporation, a California corporation (together
with its successors and assigns, "Lender") and The Scotsman Group, Inc., a
Maryland corporation (together with its successors and assigns, "Borrower") have
entered into certain financing arrangements as set forth in the Loan and
Security Agreement, dated as of December 16, 1993, between Lender and Borrower,
as amended pursuant to Amendment No. 1 to Loan and Security Agreement, dated
June 15, 1994, Amendment No. 2 to Loan and Security Agreement, dated as of
September 14, 1994, Amendment No. 3 to Loan and Security Agreement, dated March
24, 1995, Amendment No. 4 to Loan and Security Agreement, dated as of March 28,
1995, Amendment No. 5 to Loan and Security Agreement, dated as of August 1,
1995, Amendment No. 6 to Loan and Security Agreement, dated as of October 13,
1995 and Amendment No. 7 to Loan and Security Agreement, dated as of January 30,
1996 (as amended hereby and as the same may be further amended, modified,
supplemented, extended, renewed, restated or replaced, the "Loan Agreement", and
together with all agreements, documents and instruments at any time executed
and/or delivered in connection therewith or related thereto, collectively, the
"Financing Agreements").
Borrower has requested that the rate of interest payable by Borrower
to Lender be decreased effective October 1, 1996, and Lender is willing to agree
to such decrease, subject to the terms and conditions contained herein. By this
Amendment, Lender and Borrower desire and intend to evidence such amendment.
In consideration of the foregoing and the agreements and covenants
contained herein, the parties hereto agree as follows:
Definitions.
1. Amendment to Definition. Subject to the terms and conditions
contained herein, effective as of October 1, 1996, all references to the term
"Interest Rate" in the Loan Agreement and the other Financing Agreements shall
be deemed and each such reference is hereby amended to mean, as to Prime Rate
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Loans, a rate of one-quarter (.25%)percent per annum in excess of the Prime Rate
and, as to Eurodollar Rate Loans, a rate of two and one-half (2.50%) percent per
annum in excess of the Adjusted Eurodollar Rate (based on the Eurodollar Rate
applicable for the Interest Period selected by Borrower as in effect three (3)
Business Days after the date of receipt by Lender of the request of Borrower for
such Eurodollar Rate Loans in accordance with the terms hereof, whether such
rate is higher or lower than any rate previously quoted to Borrower); provided,
that, (a) the Interest Rate shall mean the rate of two and one quarters (2.25%)
percent per annum in excess of the Prime Rate as to Prime Rate Loans and the
rate of four and one-half (4.50%) percent per annum in excess of the Adjusted
Eurodollar Rate as to Eurodollar Rate Loans, at Lender's option, without notice,
(i) for the period on and after the date of termination or non-renewal hereof,
or the date of the occurrence of any Event of Default, and for so long as such
Event of Default is continuing or until such time as all Obligations are fully
and finally paid and satisfied (notwithstanding entry of any judgment against
Borrower) and (ii) on the Loans at any time outstanding in excess of the amounts
available to borrower under Sections 2.1, 2.2 or 2.3, as applicable (whether or
not such excess(es), arise or are made with or without Lender's knowledge or
consent and whether made before or after an Event of Default) and (b) the
amendment to the definition of the term "Interest Rate" as to Eurodollar Rate
Loans provided for herein shall only be effective as to Eurodollar Rate Loans
requested by Borrower after October 1, 1996.
1.2 Interpretation. All capitalized terms used in this
Amendment, unless otherwise defined herein, shall have the respective meanings
assigned thereto in the Loan Agreement.
2. Conditions to Effectiveness. The amendment contained herein shall
be effective October 1, 1996, provided, that, (a) no Event of Default, or act,
condition or event which with notice or passage of time or both would constitute
an Event of Default shall exist or have occurred and (b) Lender shall have
received an original of this Amendment, duly authorized, executed and delivered
by Borrower and Mobile.
3. Effect of this Amendment. Except as modified pursuant hereto, no
other changes or modifications to the Financing Agreements are intended or
implied, and in all other respects the Financing Agreements are hereby
specifically ratified, restated and confirmed by all parties hereto as of the
effective date hereof. To the extent of conflict between the terms of this
Amendment and the other Financing Agreements, the terms of this Amendment shall
control. The Loan Agreement and this Amendment shall be read and construed as
one agreement.
4. Further Assurances. The parties hereto shall execute and deliver
such additional documents and take such additional action as may be necessary or
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desirable to effectuate the provisions and purposes of this Amendment.
5. Governing Law. The rights and obligations hereunder of each of the
parties hereto shall be governed by and interpreted and determined in accordance
with the internal laws (as opposed to the conflicts of law provisions) of the
State of New York.
6. Binding Effect. This Amendment shall be binding upon and inure to
the benefit of each of the parties hereto and their respective successors and
assigns.
7. Headings. The headings listed herein are for convenience only and
do not constitute matters to be construed in interpreting this Letter Agreement.
8. Counterparts. This Amendment may be executed in any number of
counterparts, but all of such counterparts shall together constitute but one and
the same agreement. In making proof of this Amendment, it shall not be necessary
to produce or account for more than one counterpart thereof signed by each of
the parties hereto.
Please sign the enclosed counterpart of this Amendment in the space
provided below, whereupon this Amendment, as so accepted by Lender, shall become
a binding agreement between Borrow and Lender.
Very truly yours,
THE SCOTSMAN GROUP, INC.
By: /s/Xxxxxx X. Xxxxx
----------------------------------
Xxxxxx X. Xxxxx
Title: Vice President Fleet & Finance
AGREED:
CONGRESS FINANCIAL CORPORATION
By: /s/Xxxxxxxx X. Xxxxx
-----------------------------
Xxxxxxxx X. Xxxxx
Title: Vice President
ACKNOWLEDGED AND AGREED:
MOBILE FIELD OFFICE COMPANY
By: /s/Xxxx X. Xxxx
-----------------------------
Xxxx X. Xxxx
Title: Secretary
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