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EXHIBIT 10.4
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is
entered into as of March 24, 1997 among Scotsman Group Inc., a Delaware
corporation, The Delfield Company, a Delaware corporation, Scotsman Drink
Limited, a private company limited by shares registered in England, Whitlenge
Drink Equipment Limited, a private company limited by shares regis tered in
England, Frimont S.p.A., a societa per azioni incorporated with limited
liability in the Republic of Italy, Castel MAC S.p.A., a societa per azioni
incorpo rated with limited liability in the Republic of Italy, and Xxxxx
Industrial Corporation, a Michigan corporation (collectively, the "Borrowers"),
Scotsman Industries, Inc., a Delaware corporation ("Industries"), and The First
National Bank of Chicago, individually as a Lender (as defined in the Credit
Agreement referred to below) and as Agent.
R E C I T A L S:
WHEREAS, the Borrowers, Industries, the Agent, and the Lenders
are parties to that certain Credit Agreement dated as of March 12, 1997 (the
"Cred it Agreement"; capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to them in the Credit Agreement as
amended hereby); and
WHEREAS, the Borrowers, Industries, the Lenders and the Agent
have agreed to amend certain provisions of the Credit Agreement upon the terms
and conditions contained herein;
NOW, THEREFORE, in consideration of the premises contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
I. Amendments to the Credit Agreement.
A. Amendment to Article I of the Credit Agreement. Article I
of the Credit Agreement is hereby amended by (i) deleting the phrase "and the
Bridge
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Loans" from clause (viii) of the definition of "Excess Cash Flow" set forth in
Article I of the Credit Agreement and (ii) adding at the end of the definition
of "Excess Cash Flow", before the period, the clause ", minus (xi) to the extent
included in the calculation of Net Income for such fiscal period, any gain from
the Asset Purchase".
B. Amendment to Section 8.2(c) of the Credit Agreement.
Section 8.2(c) of the Credit Agreement is hereby amended by adding the phrase
"or reduce the amount, or extend the date, of any permanent reduction in the
Aggregate Revolving Loan Commitment required under Section 2.6," immediately
after the phrase "under Section 2.1 or 2.9," in the second line of clause (c) of
Section 8.2 of the Credit Agreement.
II. Representations and Warranties.
A. Enforceability. Each of Industries and each Borrower
represents and warrants that the execution, delivery and performance by each of
Industries and such Borrower of this Amendment have been duly authorized by all
necessary corporate action and that this Amendment is a legal, valid and binding
obligation of such Borrower, enforceable against each of Industries and such
Borrower in accor dance with its terms, except as the enforcement thereof may be
subject to (i) the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar law affecting creditors' rights generally
and (ii) general principles of equity (regardless of whether such enforcement is
sought in a proceeding in equity or at law).
B. Credit Agreement Representations. Each of Industries and
each Borrower represents and warrants that each of the representations and
warranties contained in the Credit Agreement is true and correct in all material
respects on and as of the date hereof as if made on the date hereof.
III. Miscellaneous.
A. Effect; Ratification. The amendments set forth herein are
effective solely for the purposes set forth herein and shall be limited
precisely as written, and shall not be deemed to (i) be a consent to any
amendment, waiver or modification of any other term or condition of the Credit
Agreement or of any other Loan Document, (ii) operate as a waiver of any Default
or Unmatured Default under the Credit Agreement or (iii) prejudice any right or
rights that the
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Agent or the Lenders may now have or may have in the future under or in con
nection with the Credit Agreement or any other Loan Document. Each reference in
the Credit Agreement to "this Agreement", "herein", "hereof", "hereunder" and
words of like import and each reference in the other Loan Documents to the
"Credit Agreement" shall mean the Credit Agreement as amended hereby. This
Amendment shall be construed in connection with and as part of the Credit
Agreement and all terms, conditions, representations, warranties, covenants and
agreements set forth in the Credit Agreement and each other Loan Document,
except as herein amended, are hereby ratified and confirmed and shall remain in
full force and effect.
B. Effectiveness. This Amendment shall immediately become
effective as of the date first written above upon the receipt by the Agent of
duly executed counterparts of this Amendment from the Borrowers, Industries, the
Agent and the Lenders.
C. Loan Documents. This Amendment is a Loan Document executed
pursuant to the Credit Agreement and shall (unless otherwise expressly indicated
herein) be construed, administered and applied in accordance with the terms and
provisions thereof.
D. Severability. Any provision contained in this Amendment
that is held to be inoperative, unenforceable or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable or invalid without
affecting the remaining provisions of this Amendment in that jurisdiction or the
operation, enforceability or validity of that provision in any other
jurisdiction.
E. Costs and Expenses. Each Borrower agrees to pay on demand
all costs and expenses of the Agent in connection with the preparation,
execution and delivery of this Amendment, including the reasonable fees and
out-of-pocket expenses of counsel for the Agent with respect thereto.
F. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS)
OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO
NATIONAL BANKS.
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G. Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
H. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purposes.
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IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first above written.
SCOTSMAN GROUP INC.
By:/S/ Xxxxxx X. Xxxxxx
-----------------------------------------
Print Name:/S/ Xxxxxx X. Xxxxxx
-----------------------------
Title:/s/ V.P.
----------------------------------
THE DELFIELD COMPANY
By:/S/ Xxxxxx X. Xxxxxx
-----------------------------------------
Print Name:/S/ Xxxxxx X. Xxxxxx
-----------------------------
Title:/s/ V.P.
----------------------------------
SCOTSMAN DRINK LIMITED
By:/S/ Xxxxxx X. Xxxxxx
-----------------------------------------
Print Name:/S/ Xxxxxx X. Xxxxxx
-----------------------------
Title: /S/ Director
--------------------------------
WHITLENGE DRINK EQUIPMENT LIMITED
By:/S/ Xxxxxx X. Xxxxxx
-----------------------------------------
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By:/S/ Xxxxxx X. Xxxxxx
-----------------------------------------
Print Name:/S/ Xxxxxx X. Xxxxxx
-----------------------------
Title: /S/ Director
--------------------------------
FRIMONT S.P.A
By: /S/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Print Name: /S/ Xxxxxxx X. Xxxxxxx
------------------------------
Title: Director
-----------------------------------
CASTEL MAC S.P.A.
By: /S/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Print Name: /S/ Xxxxxxx X. Xxxxxxx
------------------------------
Title: Director
-----------------------------------
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XXXXX INDUSTRIAL CORPORATION
By:/S/ Xxxxxx X. Xxxxxx
-----------------------------------------
Print Name:/S/ Xxxxxx X. Xxxxxx
-----------------------------
Title:/s/ V.P.
----------------------------------
SCOTSMAN INDUSTRIES, INC.
By:/S/ Xxxxxx X. Xxxxxx
-----------------------------------------
Print Name:/S/ Xxxxxx X. Xxxxxx
-----------------------------
Title:/s/ V.P.
----------------------------------
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THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Agent
By: /S/ Xxxxx X. Xxxxxxx
----------------------------------------
Print Name: /S/ Xxxxx X. Xxxxxxx
----------------------------
Title: /S/ Managing Director
---------------------------------
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SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amend ment")
is entered into as of June 30, 1997 among Scotsman Group Inc., a Delaware
corporation, The Delfield Company, a Delaware corporation, Scotsman Drink
Limited, a private company limited by shares registered in England, Whitlenge
Drink Equipment Limited, a private company limited by shares registered in
England, Frimont S.p.A., a societa per azioni incorporated with limited
liability in the Republic of Italy, Castel MAC S.p.A., a societa per azioni
incorporated with limited liability in the Republic of Italy, and Xxxxx
Industrial Corporation, a Michigan corporation (collectively, the "Borrowers"),
Scotsman Industries, Inc., a Delaware corporation ("Industries"), each of the
financial institutions identified on the signature pages hereof and The First
National Bank of Chicago, individually and as Agent.
R E C I T A L S:
WHEREAS, the Borrowers, Industries, the Agent, and the Lenders
are parties to that certain Credit Agreement dated as of March 12, 1997, as
amended by the First Amendment to Credit Agreement dated as of March 24, 1997
among the Borrowers, Industries and First Chicago, individually as a Lender and
as Agent (the "Credit Agreement"; capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to them in the Credit
Agreement as amended hereby); and
WHEREAS, the Borrowers, Industries, the Lenders and the Agent
have agreed to amend certain provisions of the Credit Agreement upon the terms
and conditions contained herein;
NOW, THEREFORE, in consideration of the premises contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
I. Amendments to the Credit Agreement.
A. Amendment to Article I of the Credit Agreement. Article I
of the Credit Agreement is hereby amended by adding thereto a new defined term,
in proper alphabetical order, as follows:
"Xxxxx Subsidiary" means any Person which was a
Subsidiary of Xxxxx on the Closing Date.
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B. Amendment to Section 6.28 of the Credit Agreement. Section
6.28 of the Credit Agreement is hereby amended by adding the phrase "(excluding,
with respect to any such Subsidiary which is a Xxxxx Subsidiary, goodwill and
other intangible assets allocated to any such Xxxxx Subsidiary in connection
with the Acquisition)" (i) immediately after the phrase "any Subsidiary with
assets" in clause (B) in the seventeenth line of Section 6.28 of the Credit
Agreement and (ii) immediately after the phrase "assets of all Non-Guarantor
Subsidiaries" in the twentieth line of Section 6.28 of the Credit Agreement.
II. Representations and Warranties.
A. Enforceability. Each of Industries and each Borrower
represents and warrants that the execution, delivery and performance by each of
Industries and such Borrower of this Amendment have been duly authorized by all
necessary corporate action and that this Amendment is a legal, valid and binding
obligation of such Borrower, enforceable against each of Industries and such
Borrower in accordance with its terms, except as the enforcement thereof may be
subject to (i) the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar law affecting creditors' rights generally
and (ii) general principles of equity (regardless of whether such enforcement is
sought in a proceeding in equity or at law).
B. Credit Agreement Representations. Each of Industries and
each Borrower represents and warrants that each of the representations and
warranties contained in the Credit Agreement is true and correct in all material
respects on and as of the date hereof as if made on the date hereof.
III. Miscellaneous.
A. Effect; Ratification. The amendments set forth herein are
effective solely for the purposes set forth herein and shall be limited
precisely as written, and shall not be deemed to (i) be a consent to any
amendment, waiver or modification of any other term or condition of the Credit
Agreement or of any other Loan Document, (ii) operate as a waiver of any Default
or Unmatured Default under the Credit Agreement or (iii) prejudice any right or
rights that the Agent or the Lenders may now have or may have in the future
under or in connection with the Credit Agreement or any other Loan Document.
Each reference in the Credit Agreement to "this Agreement", "herein", "hereof",
"hereunder" and words of like import and each reference in the other Loan
Documents to the "Credit Agreement" shall mean the Credit Agreement as amended
hereby. This Amendment shall be construed in connection with and as part of the
Credit Agreement and all terms, conditions, representations, warranties,
covenants and agree ments set forth in the Credit Agreement and each other Loan
Document, except as herein amended, are hereby ratified and confirmed and shall
remain in full force and effect.
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B. Effectiveness. This Amendment shall immediately become
effective as of the date first written above upon the receipt by the Agent of
duly executed counterparts of this Amendment from the Borrowers, Industries, the
Agent and the Lenders.
C. Loan Documents. This Amendment is a Loan Document executed
pursuant to the Credit Agreement and shall (unless otherwise expressly indicated
herein) be construed, administered and applied in accordance with the terms and
provisions thereof.
D. Severability. Any provision contained in this Amendment
that is held to be inoperative, unenforceable or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable or invalid without
affecting the remaining provisions of this Amend ment in that jurisdiction or
the operation, enforceability or validity of that provision in any other
jurisdiction.
E. Costs and Expenses. Each Borrower agrees to pay on demand
all costs and expenses of the Agent in connection with the preparation,
execution and delivery of this Amendment, including the reasonable fees and
out-of-pocket expenses of counsel for the Agent with respect thereto.
F. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS)
OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO
NATIONAL BANKS.
G. Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
H. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purposes.
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IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first above written.
SCOTSMAN GROUP INC.
By:/S/ X. X. Xxxxxx
-----------------------------------------
Print Name:/S/ X. X. Xxxxxx
-----------------------------
Title:/s/ V.P.
----------------------------------
THE DELFIELD COMPANY
By:/S/ X. X. Xxxxxx
-----------------------------------------
Print Name:/S/ X. X. Xxxxxx
-----------------------------
Title:/s/ V.P.
----------------------------------
SCOTSMAN DRINK LIMITED
By:/S/ X. X. Xxxxxx
-----------------------------------------
Print Name:/S/ X. X. Xxxxxx
-----------------------------
Title:/s/ Director
----------------------------------
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WHITLENGE DRINK EQUIPMENT LIMITED
By:/S/ X. X. Xxxxxx
-----------------------------------------
Print Name:/S/ X. X. Xxxxxx
-----------------------------
Title:/s/ Director
----------------------------------
FRIMONT S.P.A
By:/S/ X. X. Xxxxxx
-----------------------------------------
Print Name:/S/ X. X. Xxxxxx
-----------------------------
Title:/s/ Director
----------------------------------
CASTEL MAC S.P.A.
By:/S/ X. X. Xxxxxx
-----------------------------------------
Print Name:/S/ X. X. Xxxxxx
-----------------------------
Title:/s/ Director
----------------------------------
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XXXXX INDUSTRIAL CORPORATION
By:/S/ X. X. Xxxxxx
-----------------------------------------
Print Name:/S/ X. X. Xxxxxx
-----------------------------
Title:/s/ V.P.
----------------------------------
SCOTSMAN INDUSTRIES, INC.
By:/S/ X. X. Xxxxxx
-----------------------------------------
Print Name:/S/ X. X. Xxxxxx
-----------------------------
Title:/s/ V.P.
----------------------------------
THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Agent
By: /S/ Xxxxx X. Xxxxxxx
----------------------------------------
Print Name: /S/ Xxxxx X. Xxxxxxx
----------------------------
Title: Managing Director
---------------------------------
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ABN AMRO BANK N.V.
By: /S/ Xxxxxxx X. Czech/Xxxxxx X. Comfor
----------------------------------------
Print Name:/S/Xxxxxxx X. Czech/
Xxxxxx X.Comfor
-----------------------------
Title: Vice President/Vice President
---------------------------------
BANK OF SCOTLAND
By: /S/ Xxxxx Xxxx Tat
----------------------------------------
Print Name: /S/ Xxxxx Xxxx Tat
----------------------------
Title: Vice President
---------------------------------
COMERICA BANK
By: /S/ Xxxxxxx X. Block
----------------------------------------
Print Name: /S/ Xxxxxxx X. Block
----------------------------
Title: /S/ Vice President
---------------------------------
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SOCIETE GENERALE
By: /S/ Xxxxxx X. Xxxxxxx
-----------------------------------------
Print Name: /S/ Xxxxxx X. Xxxxxxx
-----------------------------
Title: /S/ Vice President
----------------------------------
BANK OF NEW YORK
By:
-----------------------------------------
Print Name:
------------------------------
Title:
-----------------------------------
CORESTATES BANK, N.A.
By:
-----------------------------------------
Print Name:
------------------------------
Title:
-----------------------------------
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FIRST HAWAIIAN BANK
By:
-----------------------------------------
Print Name:
------------------------------
Title:
-----------------------------------
THE FUJI BANK, LIMITED
By: /S/ Xxxxx X. Xxxxxxxx
-----------------------------------------
Print Name: /S/ Xxxxx X. Xxxxxxxx
------------------------------
Title:/S/ Joint General Manager
-----------------------------------
XXXXXX TRUST AND SAVINGS BANK
By:
-----------------------------------------
Print Name:
------------------------------
Title:
-----------------------------------
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THE MITSUBISHI TRUST AND BANKING
CORPORATION
By:
-----------------------------------------
Print Name:
------------------------------
Title:
-----------------------------------
THE SUMITOMO BANK, LTD., CHICAGO BRANCH
By:
-----------------------------------------
Print Name:
------------------------------
Title:
-----------------------------------
UNITED STATES NATIONAL BANK OF OREGON
By: /S/ Xxxxxx Treay
-----------------------------------------
Print Name:/S/ Xxxxxx Treay
------------------------------
Title:/S/ Assistant Vice President
-----------------------------------
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BANK OF IRELAND
By:
-----------------------------------------
Print Name:
------------------------------
Title:
-----------------------------------
THE BANK OF TOKYO-MITSUBISHI, LTD.
By: /S/ Tokutaro Sekine
------------------------------------------
Print Name: /S/ Tokutaro Sekine
----------------------------
Title: /S/ General Manager
---------------------------------
CAISSE NATIONALE DE CREDIT AGRICOLE
By: /S/ Xxxx Xxxxxx
------------------------------------------
Print Name: /S/ Xxxx Xxxxxx
----------------------------
Title: /S/ Senior Vice President
Branch Manager
---------------------------------
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DAI-ICHI KANGYO BANK, LTD.
By: /S/ Seiichiro Ino
------------------------------------------
Print Name: /S/ Seiichiro Ino
----------------------------
Title: /S/ Vice President
---------------------------------
FIRST AMERICAN NATIONAL BANK
By: /S/ Xxxxxxx X. Brothers
------------------------------------------
Print Name: /S/ Xxxxxxx X. Brothers
----------------------------
Title: Vice President
---------------------------------
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
By: /S/ Xxxx X. Xxxxxxxx
------------------------------------------
Print Name: /S/ Xxxx X. Xxxxxxxx
----------------------------
Title: /S/ Vice President and Deputy General
Manager
---------------------------------
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LLOYDS BANK, PLC.
By: /S/ Xxxx X. Xxxxxxxxx/X.X. Xxxxxxxx
----------------------------------------
Print Name: /S/ Xxxx X. Xxxxxxxxx/X.X.
Xxxxxxxx
----------------------------
Title: /S/ Vice President/Vice President
---------------------------------
MELLON BANK, N.A.
By:
-----------------------------------------
Print Name:
------------------------------
Title:
-----------------------------------
NATIONAL CITY BANK
By: /S/ X. Xxxxxxx
----------------------------------------
Print Name: /S/ Xxxxxxx X. Xxxxxxx
----------------------------
Title: /S/ Assistant Vice President
---------------------------------
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THE NORTHERN TRUST COMPANY
By: /S/ Xxxxxxx Xxxxxxx
----------------------------------------
Print Name: /S/ G. Xxxxxxx Xxxxxxx
----------------------------
Title: /S/ Vice President
---------------------------------
ROYAL BANK OF SCOTLAND, PLC.
By:
-----------------------------------------
Print Name:
------------------------------
Title:
-----------------------------------
THE SANWA BANK, LIMITED
By: /S/Xxxxxx X. Xxxxxx
----------------------------------------
Print Name: /S/ Xxxxxx X. Xxxxxx
----------------------------
Title: /S/ Vice President & Manager
---------------------------------
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SUNTRUST BANK, ATLANTA
By: /S/ X. Xxxxxxx
----------------------------------------
Print Name: /S/ Xxxxxxxx X. Xxxxxxx
----------------------------
Title: /S/ VP
---------------------------------
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THIRD AMENDMENT TO CREDIT AGREEMENT
This THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is
entered into as of December 15, 1997 among Scotsman Group Inc., The Delfield
Company, Scotsman Drink Limited, Whitlenge Drink Equipment Limited, Frimont
S.p.A., Castel MAC S.p.A., Xxxxx Industrial Corporation, Scotsman Industries,
Inc., the Lenders and The First National Bank of Chicago, as Agent.
RECITALS
WHEREAS, Scotsman Group Inc., a Delaware corporation
("Group"), The Delfield Company, a Delaware corporation ("Delfield"), Scotsman
Drink Limited, a private company limited by shares registered in England (
"Drink"), Whitlenge Drink Equipment Limited, a private company limited by shares
registered in England ("Whitlenge"), Frimont S.p.A., a societa per azioni
incorporated with limited liability in the Republic of Italy ("Frimont"), Castel
MAC S.p.A., a societa per azioni incorporated with limited liability in the
Republic of Italy ("Castel"), Xxxxx Industrial Corporation, a Michigan
corporation ("Xxxxx"; Group, Delfield, Drink, Whitlenge, Frimont, Castel and
Xxxxx are collectively referred to herein as the "Borrowers" and each a
"Borrower"), Scotsman Industries, Inc. ("Industries"), certain financial
institutions parties thereto and The First National Bank of Chicago, as Agent
are parties to that certain Credit Agreement, dated as of March 12, 1997, as
amended by that certain First Amendment to Credit Agreement, dated as of March
24, 1997 and that certain Second Amendment to Credit Agreement, dated as of June
30, 1997 (as further amended or modified hereby and as hereafter amended,
restated, supplemented or otherwise modified from time to time, the "Credit
Agreement"); and
WHEREAS, the Borrowers and Industries have requested that the
Agent and the lenders thereto amend certain provisions of the Credit Agreement
and grant waivers with re spect to certain provisions of the Credit Agreement,
all as more fully described herein; and
WHEREAS, the Agent and such lenders have agreed to grant such
amendments and waivers upon the terms and conditions set forth herein.
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AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 4. Definitions. Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings assigned thereto in the Credit
Agreement.
SECTION 5. Amendments to the Credit Agreement. Subject to the terms and
conditions set forth herein, the Credit Agreement is hereby amended as follows:
5.1 Definitions.
(a) Article I of the Credit Agreement is hereby amended by
adding thereto the following new definitions, in proper alphabetical order:
"Consolidated Assets" means at any time the assets of
Industries and its Subsidiaries at such time determined on a
consolidated basis in accordance with Agreement Accounting
Principles.
"Consolidated Senior Indebtedness" on any date, means the sum
of (a) all Indebtedness of Industries and its Subsidiaries
under this Agreement and the other Loan Documents plus (b) all
Senior Debt, in each case on a consolidated basis (without
duplication).
"Senior Leverage Ratio" means, with respect to Industries on a
consolidated basis with its Subsidiaries, at any date, the
ratio of (a) the Consolidated Senior Indebtedness of
Industries and its Subsidiaries at such date to (b) EBITDA for
the period of four (4) consecutive Fiscal Quarters most
recently ended on or prior to such date (except as otherwise
provided in Section 6.25.4).
"Stock Pledge Agreement" means each Stock Pledge Agreement,
effected from time to time and at any time by any of
Industries, any Borrower or any Guarantor or any other
Subsidiary in favor of the Agent for the benefit of the
Lenders, as any of the same may be amended, restated,
supplemented or modi fied from time to time, in each case in
form and substance acceptable to the Agent.
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"Subordinated Notes" means the Senior Subordinated Notes due
2007 issued by Group pursuant to the Subordinated Note
Indenture, in a maximum principal amount not to exceed
$125,000,000, provided that such Subordinated Notes shall at
all times contain terms of subordination in respect of the
Obligations on terms substantially similar to those set forth
in the Subordinated Note Indenture in the form approved by the
Lenders on the Effective Date (as defined in the Third
Amendment to Credit Agreement dated as of December 15, 1997
among Group, Delfield, Scotsman Drink, Whitlenge, Frimont,
Castel MAC, Xxxxx, Industries, the Agent and the Lenders party
thereto).
"Subordinated Note Guaranty" means that certain subordinated
guaranty by Industries to the benefit of the holders of
Subordinated Notes embodied within the Subordinated Note
Indenture, provided that all obligations and liabilities of
Industries under such guaranty shall at all times contain
terms of subordination in respect of the Obligations on terms
substantially similar to those set forth in such Subordinated
Note Indenture in the form approved by the Lenders on the
Effective Date.
"Subordinated Note Indenture" means that certain Indenture
among Group, Industries and Xxxxxx Trust and Savings Bank as
trustee, as in effect on, and in the form approved by the
Lenders on, the Effective Date, as the same may be amended,
restated, modified or supplemented from time to time.
(b) The definition of "Applicable Margin" contained
in Article I of the Credit Agreement is hereby amended by deleting the table of
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numbers appearing therein in its entirety and replacing such table with the
following new table:
==================================================================================================================
Xxxxx 0 Xxxxx 0 Xxxxx 0 Xxxxx 0 Xxxxx 5 Xxxxx 0 Xxxxx 0
------------------------------------------------------------------------------------------------------------------
Leverage >= 4.5 >= 4.0 >= 3.5 < >= 3.0 < >= 2.5 < >= 2.0 < < 2.0
Ratio < 4.5 4.0 3.5 3.0 2.5
Floating Rate 0.50% 0.375% 0.250% 0.125% 0% 0% 0%
Advances
------------------------------------------------------------------------------------------------------------------
Eurocurrency 1.50% 1.375% 1.25% 1.125% 0.875% 0.750% 0.50%
Advances
------------------------------------------------------------------------------------------------------------------
Commitment 0.35% 0.35% 0.35% 0.30% 0.25% 0.20% 0.175%
Fee
==================================================================================================================
(c) The definition of "EBITDA" contained in Article I
of the Credit Agreement is hereby amended by deleting such definition and
restating it in its entirety as follows:
"EBITDA" means, for any period, on a consolidated basis for
Industries and its Subsidiaries, the sum of the amounts for such period
of (a) Net Income of Industries and its Subsidiaries, plus (b)
Consolidated Income Tax Expense, plus (c) Consolidated Interest
Expense, plus (d) depreciation expense, plus (e) amortization expense,
including amortization of goodwill and other intangible assets, plus
(f) other non-cash charges, minus (g) interest income, minus (h) equity
in income of Affiliates of Industries or any of it Subsidiaries (net of
cash dividends received) that are included in the consolidated
financial statements of Industries using the equity method of
accounting (in the case of clauses (b) through (h) above, to the extent
reflected in determining Net Income of Industries and its Subsidiaries
for such period). For purposes of the calculation of EBITDA pursuant to
Sections 6.25.3 and 6.25.4 hereof, EBITDA shall be adjusted for any
period of calculation to give effect to any business or Person acquired
by Industries or any Subsidiary (and which is permitted pursuant to
Section 6.15 hereof) during such period as if such acquisition shall
have occurred on the first day of such period, provided such
adjustments shall be made only in such amounts as shall be readily con
firmed on the basis of financial statements prepared in accordance with
Agreement Accounting Principles."
(d) The definition of "Fixed Charges" contained in
Article I of the Credit Agreement is hereby amended by (a) deleting the comma as
it appears at the end of clause (e) of such definition and (b) deleting the
phrase "minus (f) cash dividends received during such
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period by Industries or any of its Subsidiaries" in its entirety as it appears
in the seventh line of such definition.
(e) The definition of "Loan Documents" contained in
Article I of the Credit Agreement is hereby amended by (i) adding the phrase ",
each Stock Pledge Agreement" immediately after the phrase "the Guaranties"
appearing in the first line of such definition and (ii) adding the phrase "and
any Subsidiary party to a Stock Pledge Agreement" immediately after the phrase
"the Guarantors" appearing in the fourth line of such definition.
(f) The definition of "Loan Party" contained in
Article I of the Credit Agreement is hereby amended by adding the phrase "and
each other Subsidiary that executes a Stock Pledge Agreement pursuant to Section
6.32 hereof" immediately after the word "hereof" but before the period in the
third line of such definition.
(g) The definition of "Senior Debt" contained in
Article I of the Credit Agreement is hereby amended by deleting the phrase
"ranks pari passu" as it appears in the second line of such definition and
replacing it with the phrase "is not expressly subordinate."
5.2 Excess Cash Flow. Section 2.9.2 of the Credit Agreement is
hereby amended by deleting the number "3.0" in its entirety as it appears in the
fifth line of such Section and replacing it with the number "4.0."
5.3 Equity Issuances. Section 2.9.3 of the Credit Agreement is
hereby amended by amending and restating such section in its entirety as
follows:
"2.9.3 Equity Issuances. On each date after the Closing Date
on which Industries or any of its Subsidiaries receives any Net Equity
Proceeds, Group shall prepay or shall cause the other Borrowers to
prepay the outstanding Bridge Obligations, the Obligations and Senior
Debt in an amount equal to 50% of any Net Equity Proceeds received by
Industries or any of its Subsidiaries (the "Available Net Equity
Proceeds"): first to prepayment of the Bridge Obligations until all
such Bridge Obligations have been paid in full and second, to
prepayment of the Obligations in accordance with the terms of Section
2.9.5 and to any Senior Debt that remains outstanding (but only to the
extent any such Senior Debt requires a prepayment thereof out of
Available Net Equity Proceeds) on a ratable basis determined according
to the principal amount of the Loans and the Facility Letter of Credit
Obligations and the principal amount (and premium, if any) of such
Senior Debt, in each case outstanding as of such date; provided that
any Available Net Equity Proceeds not applied to prepayment of the
Senior Debt shall be applied to prepayment of the Obligations in
accordance with Section 2.9.5."
29
5.4 Indebtedness.
(a) Section 6.11 of the Credit Agreement is hereby
amended by deleting the words "the date hereof" in subsection (b), and inserting
the words "December 15, 1997" in substitution of such deletion.
(b) Section 6.11 of the Credit Agreement is hereby
amended by deleting clauses (i) and (ii) of subsection (g) thereof in their
entirety and replacing such clauses with the phrase, "provided, that (i) no
Default or Unmatured Default arising solely as a result of Industries' failure
to comply with Sections 6.25.3 and 6.25.4 of this Agreement has occurred and is
continuing or would occur after giving effect to the incurrence of such
additional Indebtedness and (ii) such Indebtedness shall contain terms and
conditions acceptable to the Required Lenders, provided that such acceptance
(for purposes of this clause (ii)) shall not be required in respect of
Indebtedness of up to $15,000,000 in the aggregate outstanding from time to time
and incurred after the date hereof.
(c) Section 6.11 of the Credit Agreement is hereby
amended by deleting subsection (h) thereof in its entirety and substituting
therefor the following: "(h) Indebtedness incurred pursuant to the Subordinated
Notes and the Subordinated Note Guaranty."
5.5 Investments. Section 6.15(a) is hereby amended by amending
and restating subsection (a) in its entirety as follows: "(a) (i) Investments in
existence on the date hereof in Subsidiaries; (ii) other Investments in
existence on the date hereof and described in Schedule 6.15 hereto; (iii) other
Investments after the date hereof in Shenyang Scotsman - Xinle Refrigeration
Manufacturing Co. Ltd. in an aggregate outstanding amount not to exceed
$2,000,000; and (iv) other Investments after the date hereof in Austral
Refrigeration Pty., Ltd. in an aggregate outstanding amount not to exceed
$25,000,000."
5.6 Liens.
(a) Section 6.16 of the Credit Agreement is hereby
amended by amending subsection (e) thereof in its entirety as follows: "(e)
Liens existing on the date hereof and described on Schedule 6.16 hereto
(provided that the Indebtedness secured by such liens does not at any time
exceed $ 7,000,000 in the aggregate) and Liens arising out of any transaction
contemplated by Section 6.11(e) as long as no additional property becomes
subject to any such replacement Lien;"
(b) Section 6.16 of the Credit Agreement is hereby
amended by adding the phrase, "and each Stock Pledge Agreement" immediately
before the semicolon appearing at the end of subsection (f) thereof.
30
(c) Section 6.16 of the Credit Agreement is hereby
amended by amending and restating subsection (h) thereof in its entirety as
follows:
"(h) additional Liens securing Indebtedness permitted under
Section 6.11(g) but only to the extent that such additional
Liens secure such Indebtedness in a maximum principal amount
not in excess of $25,000,000."
5.7 Amendment Prohibition. Section 6.20 of the Credit
Agreement is hereby amended by adding the words "the Subordinated Note
Indenture, any Subordinated Notes," after the words "provision of" in the second
line thereof.
5.8 Leverage Ratio. Section 6.25.3 of the Credit Agreement is
hereby amended by deleting the table of numbers appearing therein in its
entirety and replacing such table with the following new table:
============================================================
Period Ratio
------------------------------------------------------------
Fourth Quarter of 1997 5.00:1.0
------------------------------------------------------------
First, Second, Third and Fourth 5.00:1.0
Fiscal Quarter of 1998 and First and
Second Fiscal Quarter of 1999
------------------------------------------------------------
Third and Fourth Fiscal Quarter of 4.50:1.0
1999, First, Second, Third and Fourth
Fiscal Quarter of 2000 and First and
Second Fiscal Quarter of 2001
------------------------------------------------------------
Third Fiscal Quarter of 2001 and each 4.00:1.0
Fiscal Quarter thereafter
============================================================
5.9 Senior Leverage Ratio. Section 6.25 of the Credit
Agreement is hereby amended by adding the following new subsection 6.25.4:
6.25.4 Senior Leverage Ratio. At all times after December 15,
1997, measured as of the end of each Fiscal Quarter
(commencing on December 28, 1997) for the period of four
Fiscal Quarters then ended, maintain a Senior Leverage Ratio
of not more than the following during each of the following
periods; provided, however, for the period ending on the last
day of the fourth Fiscal Quarter of 1997, EBITDA will be the
product of (A) actual EBITDA for the period from
31
the first day of the second Fiscal Quarter of 1997 to the last
day of the fourth Fiscal Quarter of 1997 multiplied by (B)
4/3:
============================================================
Period Ratio
------------------------------------------------------------
Fourth Quarter of 1997 4.25:1.0
------------------------------------------------------------
First Fiscal Quarter of 1998 through 4.00:1.0
Second Fiscal Quarter of 1999
------------------------------------------------------------
Third Fiscal Quarter of 1999 through 3.50:1.0
Second Fiscal Quarter of 2001
------------------------------------------------------------
Third Fiscal Quarter of 2001 and each 3.00:1.0
Fiscal Quarter thereafter
============================================================
5.10 Stock Pledges. The Credit Agreement is hereby amended by
adding the following new Section 6.32:
"6.32 Stock Pledges. Each of Industries and each Borrower
shall, and shall cause each of its Subsidiaries (whether existing,
newly formed or acquired), to effect and maintain Stock Pledge
Agreements, such that at all times the value of the Consolidated Assets
held by entities whose stock is subject to a Stock Pledge Agreement
shall equal at least eighty percent (80%) of the Consolidated Assets of
Industries and its Subsidiaries taken as a whole. Industries and each
Borrower shall cause their respective Subsidiaries to effect additional
Stock Pledge Agreements from time to time as may be necessary to ensure
compliance with the foregoing provisions of this Section 6.32."
5.11 Designated Senior Indebtedness. The Credit Agreement
is hereby amended by adding the following new Section 6.33:
"6.33 Designated Senior Indebtedness. So long as any
Obligations (other than Obligations that expressly survive the
termination of this Agreement) remain outstanding hereunder or under
any other Loan Document, neither Group nor Industries shall provide for
or allow any Person other than the Agent to give a Blockage Notice (as
defined in the Subordinated Note Indenture) or any comparable notice
right from time to time under such Subordinated Note Indenture."
32
5.12 Defaults.
(a) Section 7.11 of the Credit Agreement is hereby
amended by deleting such section and restating it in its entirety as follows:
"7.11. Any Change of Control shall occur, or any "Change of Control" as defined
in the Subordinated Note Indenture shall occur."
(b) Section 7.13 of the Credit Agreement is hereby
amended by deleting such section and restating it in its entirety as follows:
"7.13 Any Guaranty or the Pledge Agreement or any Stock Pledge
Agreement shall fail to remain in full force or effect or any
action shall be taken to discontinue or to assert the
invalidity or unenforceability of any Guaranty or the Pledge
Agreement or any Stock Pledge Agreement, or any Guarantor
shall fail to comply with any of the terms or provisions of
any Guaranty to which it is a party, or Group shall fail to
comply with any of the terms or provisions of the Pledge
Agreement or any party to a Stock Pledge Agreement shall fail
to comply with the terms and conditions thereof or any
Guarantor denies that it has any further liability under the
Guaranty to which it is a party, or gives notice to such
effect."
5.13 Amendments. Section 8.2(f) of the Credit Agreement is
hereby amended by adding the words "or terminate any Stock Pledge Agreement
required pursuant to Section 6.32" after the word "thereunder".
5.14 The Agent. Section 10 of the Credit Agreement is hereby
amended by adding the following new Section 10.13:
"10.13 Delivery of Blockage Notice. The Agent shall deliver
a Blockage Notice (as defined in the Subordinated Note Indenture)
only upon the direction of the Required Lenders."
5.15 Schedules to the Credit Agreement. Each of Schedule 1.1
and 6.11 to the Credit Agreement, is hereby amended and restated in its entirety
in the form of Annex 1 and Annex 2 hereto, respectively.
5.16 Exhibit D to the Credit Agreement. Exhibit D to the
Credit Agreement is hereby amended and restated in its entirety in the form of
Exhibit A attached hereto.
SECTION 6. Terminations and Assignments. Each of Industries, each of the
Borrowers and each other signatory hereto hereby agrees and consents to,
notwithstanding the terms and
33
conditions of Sections 12.1 and 12.3 of the Credit Agreement, (a) (i) the
termination of each of the Lenders listed on Annex 3 hereto (each a "Terminated
Lender") as a "Lender" under and as defined in the Credit Agreement, (ii) the
termination of all rights (except for such rights as expressly survive the
termination thereof) and obligations of each Terminated Lender under the Credit
Agreement and (iii) upon receipt by such Terminated Lender of the aggregate
principal amount of such Terminated Lender's outstanding Revolving Loan
Obligations and Term Loan (together with accrued and unpaid interest on such
principal amount and any other accrued and unpaid Obligations), all as
determined by such Terminated Lender and approved by Group (the "Pay Out
Amount"), the reduction of each such Terminated Lender's Revolving Loan Commit
ment and Term Loan Commitment to zero, (b) the addition of each of the entities
listed on Annex 4 hereto as a "Lender" under and as defined in the Credit
Agreement (each an "Additional Lender") and (c) the reallocation of the
Commitments as set forth in Schedule 1.1 to the Credit Agreement, as amended
hereby. Each of Industries, each of the Borrowers and each Terminated Lender
agrees to execute all such documents reasonably requested by the Agent or any
Terminated Lender to evidence the termination of such Terminated Lender in
accordance with the terms and conditions hereof. Each of Industries and each of
the Borrowers hereby further agrees that, upon the effectiveness of this
Amendment, each of the Additional Lenders shall become a party to the Credit
Agreement and shall have all of the rights, privileg es and obligations of a
"Lender" under and as defined in the Credit Agreement to the same extent as if
it were an original party thereto. By its execution hereof, each Additional
Lender agrees to be bound by and subject to all of the terms and conditions of
the Credit Agreement applicable to a "Lender" under and as defined therein.
SECTION 7. Conditions to Effectiveness of this Amendment. The effectiveness of
this Amendment is subject to the satisfaction of the following conditions
precedent, provided however, that in no event shall this Amendment become
effective if such conditions are not satisfied on or before December 31, 1997:
7.1 Amendment. This Amendment shall have been duly executed
and delivered by each of the parties hereto.
7.2 Stock Pledge Agreement. Industries and its Subsidiaries
listed on Annex 5 hereto shall each have duly executed and delivered to the
Agent a Stock Pledge Agreement, substantially in the form of Exhibit B hereto,
together with the original stock certificates pledged pursuant thereto and
corresponding stock powers, duly executed in blank.
7.3 Notes. Each Borrower shall have duly executed and
delivered to each relevant Lender replacement Revolving Notes and Term Notes or
new Revolving Notes and Term Notes (as applicable), payable to the order of the
applicable Lender, in a principal
34
amount reflecting such Lender's Revolving Loan Commitment and Term Loan
Commitment as set forth in Schedule 1.1 to the Credit Agreement, as amended
hereby.
7.4 Evidence of Subordinated Note Issuance. The Agent shall
have received evidence, satisfactory to the Agent, of the consummation of the
issuance of the Subordinated Notes.
7.5 Terms of Subordinated Notes and Industries Guaranty. The
Lenders shall have approved, in their sole discretion, the terms and conditions
of the Subordinated Notes, the Subordinated Note Indenture and the Subordinated
Note Guaranty.
7.6 Legal Opinions. The Agent shall have received a legal
opinion, dated the date hereof, from Xxxxxx Xxxxxx & Xxxxx, counsel to
Industries and its Subsidiaries, addressed to the Agent and the Lenders in form
and substance acceptable to the Agent.
7.7 Officer's Certificate. The Agent shall have received (i) a
certificate of an Authorized Officer of Industries certifying as to the matters
set forth in Sections 5.1 and 5.2 of this Amendment and (ii) a certificate of
the Secretary or Assistant Secretary of each Loan Party certifying (as
applicable): (a) copies of its charter and bylaws or equivalent constitutive
documents, (b) resolutions of its board of directors (and shareholders if
required) authorizing this Amendment, any Stock Pledge Agreement and any other
document executed in connection with this Amendment or the transactions
contemplated hereby, (c) the incumbency and signatures of each officer
authorized to execute and deliver this Amendment, any Stock Pledge Agreement or
other agreement executed in connection therewith and (d) its good standing
certificates.
7.8 Amendment Fee. The Agent shall have received all fees
payable pursuant to the terms of that certain fee letter agreement dated October
22, 1997 from the Agent and First Chicago Capital Markets, Inc. to Group.
7.9 Prepayment. The Agent shall have concurrently received
$30,000,000 in immediately available funds to reduce the outstanding principal
amount of the Term Loans (as defined in the Credit Agreement before giving
effect to this Third Amendment) in the inverse order of maturity, together with
all accrued and unpaid interest thereon to and including the date of prepayment.
7.10 Terminated Lender Prepayment. Each Terminated Lender
shall have concurrently received, in immediately available funds, an amount
equal to its Pay Out Amount.
35
7.11 Additional Matters. The Agent shall have received such
other certificates, opinions, documents and instruments relating to the
transactions contemplated hereby as may have been requested by the Agent or any
Lender, in each case, in form and substance satisfactory to the Agent.
SECTION 8. Representations and Warranties of the Borrower. Each of Industries
and each of the Borrowers represents and warrants to the Agent and the Lenders,
as of the date hereof and as of the Effective Date (as hereinafter defined),
that both before and after giving effect to this Amendment:
8.1 no Default or Unmatured Default (other than any Default or
Unmatured Default waived pursuant to the terms hereof) has occurred and is
continuing or would occur after giving effect to the transactions contemplated
hereby; and
8.2 all of the representations and warranties contained in the
Credit Agreement and in the other Loan Documents (other than those that
expressly speak only as of a different date) are true and correct.
SECTION 9. Representations and Warranties of the Additional Lenders. Each
Additional Lender hereby (a) confirms that it has received a copy of the Credit
Agreement, together with copies of such other Loan Documents and other documents
and information as it has requested and has deemed appropriate to make its own
credit analysis and decision to enter into the Credit Agreement, (b) agrees that
it will, independently and without reliance upon the Agent or any other Lender
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, (c) appoints and authorizes the Agent to take such
action as agent on its behalf and to exercise such powers under the Loan
Document as are delegated to the Agent by the terms thereof, together with such
powers as are reasonably incidental thereto and (d) agrees that it will perform
in accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a Lender.
SECTION 10. Miscellaneous.
10.1 Effect; Ratification; Effectiveness. The amendments set
forth herein are effective solely for the purposes set forth herein and shall be
limited precisely as written, and shall not be deemed to (i) be a consent to any
amendment, consent or modification of any other term or condition of the Credit
Agreement or of any other instrument or agreement referred to therein; or (ii)
prejudice any right or remedy which the Agent or the Lenders may now have or may
have in the future under or in connection with the Credit Agreement or any other
instrument
36
or agreement referred to therein. Each reference in the Credit Agreement to
"this Agree ment", "herein", "hereof" and words of like import and each
reference in the other Loan Docu ments to the "Agreement" or the "Credit
Agreement" shall mean the Credit Agreement as amended hereby. This Amendment
shall be construed in connection with and as part of the Credit Agreement and
all terms, conditions, representations, warranties, covenants and agree ments
set forth in the Credit Agreement and each other instrument or agreement
referred to therein, except as herein amended or waived, are hereby ratified and
confirmed and shall remain in full force and effect. This Amendment shall
immediately become effective upon the first date upon which both (i) the Agent
shall have received duly executed counterparts of this Amendment from each party
hereto and (ii) each of the conditions precedent contained in Section 4 hereof
shall have been satisfied (the "Effective Date").
10.2 Loan Documents. This Amendment is a Loan Document
executed pursu ant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be con strued, administered and applied in accordance with the
terms and provisions thereof.
10.3 Costs, Fees and Expenses. Industries agrees to pay all
costs, fees and expenses (including the reasonable fees and expenses of counsel
to the Agent) incurred in connection with the preparation, execution and
delivery of this Amendment as required pursu ant to the Credit Agreement.
10.4 Headings Descriptive. The headings of the several
Sections and Subsections of this Amendment are inserted for convenience only and
shall not in any way affect the meaning or construction of any provision or term
of this Amendment.
10.5 Counterparts. This Amendment may be executed in any
number of counterparts, each such counterpart constituting an original and all
of which when taken togeth er shall constitute one and the same instrument.
10.6 Severability. Any provision contained in this Amendment
that is held to be inoperative, unenforceable or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable or invalid without
affecting the remaining provisions of this Amendment in that jurisdiction or the
operation, enforceability or validity of such provision in any other
jurisdiction.
10.7 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD TO PRINCIPLES
RELATING TO CONFLICTS OF LAW.
37
10.8 WAIVER OF TRIAL BY JURY. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT
OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN
CONNECTION WITH THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT OR ANY MATTER
ARISING HEREUNDER OR THEREUNDER.
* * * *
38
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective duly authorized officers as of the
date first written above.
SCOTSMAN GROUP INC.
By: /S/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: /S/ Xxxxxxx X. Xxxxxxx
Its: /S/ President
THE DELFIELD COMPANY
By: /S/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: /S/ Xxxxxxx X. Xxxxxxx
Its: /S/ Vice President
By:
-----------------------------------------
Name:
Its:
SCOTSMAN DRINK LIMITED
By: /S/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: /S/ Xxxxxxx X. Xxxxxxx
Its: /S/ Director
39
WHITLENGE DRINK EQUIPMENT LIMITED
By: /S/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: /S/ Xxxxxxx X. Xxxxxxx
Its: /S/ Director
FRIMONT S.P.A.
By: /S/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: /S/ Xxxxxxx X. Xxxxxxx
Its: /S/ Director
CASTEL MAC S.P.A.
By: /S/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: /S/ Xxxxxxx X. Xxxxxxx
Its: /S/ Director
XXXXX INDUSTRIAL CORPORATION
By: /S/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: /S/ Xxxxxxx X. Xxxxxxx
Its: /S/ President
40
SCOTSMAN INDUSTRIES, INC.
By: /S/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: /S/ Xxxxxxx X. Xxxxxxx
Its: /S/ President
THE FIRST NATIONAL BANK OF CHICAGO,
individually and as Agent
By: /S/ Xxxxxxxxxx Xxxxxxx
-----------------------------------------
Name: /S/ Xxxxxxxxxx Xxxxxxx
Its: /S/ Authorized Agent
ABN AMRO BANK N.V.
By: /S/ Xxxxx X. Xxxxxxxxx/Xxxxxxx X. Czech
-----------------------------------------
Name: /S/ Xxxxx X. Xxxxxxxxx/Xxxxxxx X. Czech
Its: /S/ Vice President/Vice President
BANK OF SCOTLAND
By: /S/ Xxxxx Xxxx Tat
-----------------------------------------
Name: /S/ Xxxxx Xxxx Tat
Its: /S/ Vice President
41
COMERICA BANK
By: /S/ Xxxxxxx X. Block
-----------------------------------------
Name: /S/ Xxxxxxx X. Block
Its: /S/ Vice President
SOCIETE GENERALE
By: /S/ Xxxx Sreboat
-----------------------------------------
Name: /S/ Xxxx Sreboat
Its: /S/ Corporate Banking Manager
BANK OF NEW YORK
By: /S/ Xxxx X. Xxxxx, Xx.
-----------------------------------------
Name: /S/ Xxxx X. Xxxxx, Xx.
Its: /S/ Vice President
CORESTATES BANK, N.A.
By: /S/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: /S/ Xxxxxxx X. Xxxxxxx
Its: /S/ Assistant Vice President
42
FIRST HAWAIIAN BANK
By: /S/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: /S/ Xxxxxxx X. Xxxxxxx
Its: /S/ Vice President, Manager National
Corporate Banking
THE FUJI BANK, LIMITED
By: /S/ Xxxxx X. Xxxxxxxx
-----------------------------------------
Name: /S/ Xxxxx X. Xxxxxxxx
Its: /S/ Joint General Manager
XXXXXX TRUST AND SAVINGS BANK
By: /S/ Xxxxxxx X. XxXxxxxxx
-----------------------------------------
Name: /S/ Xxxxxxx X. XxXxxxxxx
Its: Vice President
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By: /S/ Xxxxx Xxxxxxxx
-----------------------------------------
Name: /S/ Xxxxx Xxxxxxxx
Its: /S/ Chief Manager
43
THE SUMITOMO BANK, LTD.,
CHICAGO BRANCH
By: /S/ Xxxxxxxxx Xxxxxxxxx
-----------------------------------------
Name: /S/ Kenichire Kobayashi
Its: /S/ Joint General Manager
THE BANK OF TOKYO-MITSUBISHI, LTD.
By: /S/ Xxxxxx Xxxxxxxx
-----------------------------------------
Name: /S/ Xxxxxx Xxxxxxxx
Its: /S/ Deputy General Manager
CREDIT AGRICOLE INDOSUEZ
By: /S/ Xxxxx Bouml
-----------------------------------------
Name: /S/ Xxxxx Bouml
Its: /S/ F.V.P. Head of Corporate Banking
Chicago
By: /S/ Xxxxxxxxx X. Xxxxxx
-----------------------------------------
Name: /S/ Xxxxxxxxx X. Xxxxxx
Its: /S/ First Vice President
DAI-ICHI KANGYO BANK, LTD.
By: /S/ Seiichiro Ino
-----------------------------------------
Name: /S/ Seiichiro Ino
Its: /S/ Vice President
44
FIRST AMERICAN NATIONAL BANK
By: /S/ Xxxxxxx X. Brothers
-----------------------------------------
Name: /S/ Xxxxxxx X. Brothers
Its: /S/ Vice President
THE LONG-TERM CREDIT BANK
OF JAPAN, LTD.
By: /S/ Xxxx X. Xxxxxxxx
-----------------------------------------
Name: /S/ Xxxx X. Xxxxxxxx
Its: /S/ Senior Vice President & Team Leader
LLOYDS BANK, PLC.
By: /S/ Illegible/Xxxxx X. Xxxxxx
-----------------------------------------
Name: /S/ Illegible/Xxxxx X. Xxxxxx
Its: /S/ Vice President/Assistant Vice
President
MELLON BANK, N.A.
By: /S/ Xxxx X. Xxxxx
-----------------------------------------
Name: /S/ Xxxx X. Xxxxx
Its: /S/ Assistant Vice President
45
THE NORTHERN TRUST COMPANY
By: /S/ Xxxxx Xxxxxx
-----------------------------------------
Name: /S/ Xxxxx Xxxxxx
Its: /S/ Officer
ROYAL BANK OF SCOTLAND, PLC.
By: /S/ Xxxxx Xxxxxx
-----------------------------------------
Name: /S/ Xxxxx Xxxxxx
Its: /S/ Vice President
THE SANWA BANK, LIMITED
By: /S/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: /S/ Xxxxxx X. Xxxxxx
Its: /S/ Vice President & Manager
SUNTRUST BANK, ATLANTA
By: /S/ Xxxxxxxx X. Xxxxxxx/Xxxxxxx Xxxxx
-----------------------------------------
Name: /S/ Xxxxxxxx X. Xxxxxxx/Xxxxxxx Xxxxx
Its: /S/ Vice President/Vice President
46
"TERMINATED LENDERS"
The following parties execute this Amendment
as a Lender under the Credit Agreement, and
each acknowledges by its signature below
that it is a Terminated Lender pursuant to
the terms of Section 3 hereof:
UNITED STATES NATIONAL BANK
OF OREGON
By: /S/ Xxxxxx Xxxxxx
-----------------------------------------
Name: /S/ Xxxxxx Xxxxxx
Its: /S/ Vice President
BANK OF IRELAND
By: /S/ Xxxxx Xxxxxxx
-----------------------------------------
Name: /S/ Xxxxx Xxxxxxx
Its: /S/ A.V.P.
NATIONAL CITY BANK
By: /S/ Xxxxx Xxxxxxx
-----------------------------------------
Name: /S/ Xxxxx X. Xxxxxxx
Its: /S/ Vice President
