SECOND AMENDMENT

Exhibit 10.2

SECOND AMENDMENT

SECOND AMENDMENT (this “Amendment”), dated as of NOVEMBER 10, 2006, among XXXXXXXX SCOTSMAN INTERNATIONAL, INC. (formerly known as Scotsman Holdings, Inc.), a Delaware corporation (“Holdings”), XXXXXXXX SCOTSMAN, INC., a Maryland corporation (the “Borrower”), the Lenders party to the Credit Agreement referred to below that are party hereto, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”).  All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.

W I T N E S S E T H:

WHEREAS, Holdings, the Borrower, the Lenders and the Administrative Agent are parties to an Amended and Restated Credit Agreement, dated as of June 28, 2005, as amended (the “Credit Agreement”);

WHEREAS, the parties hereto wish to amend the Credit Agreement on the terms and subject to the conditions contained herein;

NOW, THEREFORE, it is agreed:

I. Amendment to Credit Agreement.  Effective on the Second Amendment Effective Date (as defined in Part II, Section 5 of this Amendment), the definition of Change of Control in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Change of Control shall mean, at any time and for any reason whatsoever, (a) Holdings shall cease to own directly 100% on a fully diluted basis of the economic and voting interest in the Borrower’s capital stock or (b) the Borrower shall cease to own directly 100% on a fully diluted basis of the economic and voting interests in the Unit Subsidiary’s equity or (c) any Person (other than the Equity Investors and/or their respective Affiliates and Permitted Transferees) or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) (any such group, a “Group”) shall, directly or indirectly, own on a fully diluted basis in the aggregate 25% or more of the economic or voting interest in Holdings’ capital stock (provided that if any one or more of the Equity Investors and/or their respective Affiliates and Permitted Transferees shall be part of a Group, then the economic and voting interest in Holdings’ capital stock owned, directly or indirectly, by such Equity Investors and/or their respective Affiliates and Permitted Transferees shall be excluded from the determination of whether such Group meets the above 25% or more economic or voting interest test) or (d) Continuing Directors cease to constitute a majority of the members of the Board of Directors of

Holdings or (e) a “change of control” or similar event shall occur as provided in any Permitted Preferred Stock (or the certificates of designation therefor), the Senior Unsecured Notes Documents or any agreement, document or instrument governing Indebtedness permitted under Section 8.3(n) or Section 8.3(o).

II. Miscellaneous.

1.             In order to induce the Administrative Agent and the Required Lenders to enter into this Amendment, each Credit Agreement Party hereby represents and warrants that:

(a)           no Default or Event of Default exists as of the Second Amendment Effective Date (as defined below), both immediately before and immediately after giving effect thereto; and

(b)           all of the representations and warranties contained in the Credit Agreement and the other Credit Documents are true and correct in all material respects on the Second Amendment Effective Date both immediately before and immediately after giving effect thereto, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).

2.             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.

3.             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.

4.             THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAW OF THE STATE OF NEW YORK.

5.             This Amendment shall become effective on the date (the “Second Amendment Effective Date”) when each Credit Party, the Administrative Agent and the Required Lenders shall have signed a counterpart hereof (whether the same or different counter parts) and shall have delivered (including by way of facsimile or electronic transmission) the same to Xxxx Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 Attention:  Xxxx Xxxxxxxxxx (facsimile number: 000-000-0000 and e-mail address: xxxxxxxxxxx@xxxxxxxxxxx.xxx).

2

6              The Credit Agreement is hereby ratified and confirmed and, except as herein agreed, remains in full force and effect in accordance with its terms.

7.           At all times on and after the Second Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement after giving effect to this Amendment.  It is agreed that this Amendment shall constitute a Credit Document for all purposes under the Credit Agreement and the other Credit Documents.

*     *     *

3

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

		XXXXXXXX SCOTSMAN INTERNATIONAL, INC.
		By:		/s/ Xxxxx X. Xxxxxx
				Title: Vice President and Treasurer
		XXXXXXXX SCOTSMAN, INC.
		By:		/s/ Xxxxx X. Xxxxxx
				Title: Vice President and Treasurer

By its signature below, each of the undersigned hereby consents to the foregoing Amendment and ratifies and confirms the Guaranty to which it is a party.

XXXXXXXX SCOTSMAN INTERNATIONAL, INC.
By:		/s/ Xxxxx X. Xxxxxx
		Title: Vice President and Treasurer
WILLSCOT EQUIPMENT, LLC
By:		XXXXXXXX SCOTSMAN, INC.,
		as Member
By:		/s/ Xxxxx X. Xxxxxx
		Title: Vice President and Treasurer
SPACE MASTER INTERNATIONAL, INC.
By:		/s/ Xxxxx X. Xxxxxx
		Title: Vice President and Treasurer

TRUCK & TRAILER SALES, INC.
By:		/s/ Xxxxx X. Xxxxxx
		Title: Vice President and Treasurer
EVERGREEN MOBILE COMPANY
By:		/s/ Xxxxx X. Xxxxxx
		Title: Vice President and Treasurer
XXXXXXXX SCOTSMAN OF CANADA, INC.
By:		/s/ Xxxxx X. Xxxxxx
		Title: Vice President and Treasurer

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		BANK OF AMERICA, N.A., Individually
		and as Administrative Agent
		By:		/s/ Xxxxx X. Xxxxxxxx
				Title: Vice President

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		DEUTSCHE BANK TRUST COMPANY
		AMERICAS
		By:		/s/ Xxxxxxxxxx Xxxxxx
				Title: Director
		By:		/s/ Xxxxx Xxxxx
				Title: Director

SIGNATURE PAGE TO THE SECOND

AMENDMENT, DATED AS OF

NOVEMBER 10, 2006, AMONG

XXXXXXXX SCOTSMAN

INTERNATIONAL, INC., XXXXXXXX

SCOTSMAN, INC., CERTAIN LENDERS

PARTY TO THE CREDIT AGREEMENT

AND BANK OF AMERICA, N.A., AS

ADMINISTRATIVE AGENT

CITICORP USA, INC.

By:

Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		XXXXX FARGO BANK, N.A.
		By:		/s/ Xxxxxxxx X. Xxxxxxxxx, III
				Title: Vice President

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		XXXXXX COMMERCIAL PAPER INC.
		By:		/s/ Xxxxx X. Xxxxxx
				Title: Vice President

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		WACHOVIA BANK, NATIONAL
		ASSOCIATION
		By:		/s/ Xxxx X. Xxxxxx
				Title: Director

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		THE CIT GROUP/BUSINESS CREDIT, INC.
		By:		/s/ Xxxxxxxxx Xxxxx
				Title: Vice President

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		GMAC COMMERCIAL FINANCE LLC
		By:		/s/ Xxxxxx XxXxxxxx
				Title: Director

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		XXXXXXX XXXXX CAPITAL, a division
		of Xxxxxxx Xxxxx Business Financial
		Services Inc.
		By:		/s/ Xxxxxx X. Xxxx
				Title: Vice President

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		GE CAPITAL CORPORATION
		By:		/s/ Xxxxxxx X. Xxxx
				Title: Duly Authorized Signatory

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		GE CAPITAL CORPORATION, as
		administrator for GE Commercial Loan
		Trust, 2006-3
		By:		/s/ Xxxxxx Xxx Xxxxx
				Title: Duly Authorized Signatory

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		JPMORGAN CHASE BANK, N.A.
		By:		/s/ Xxxx X. Xxxxxxxxx
				Title: Vice President

SIGNATURE PAGE TO THE SECOND

AMENDMENT, DATED AS OF

NOVEMBER 10, 2006, AMONG

XXXXXXXX SCOTSMAN

INTERNATIONAL, INC., XXXXXXXX

SCOTSMAN, INC., CERTAIN LENDERS

PARTY TO THE CREDIT AGREEMENT

AND BANK OF AMERICA, N.A., AS

ADMINISTRATIVE AGENT

NATIONAL CITY BUSINESS CREDIT, INC.

By:

Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		HSBC BUSINESS CREDIT (USA) INC.
		By:		/s/ Xxx X. Xxxxx
				Title:

SIGNATURE PAGE TO THE SECOND

AMENDMENT, DATED AS OF

NOVEMBER 10, 2006, AMONG

XXXXXXXX SCOTSMAN

INTERNATIONAL, INC., XXXXXXXX

SCOTSMAN, INC., CERTAIN LENDERS

PARTY TO THE CREDIT AGREEMENT

AND BANK OF AMERICA, N.A., AS

ADMINISTRATIVE AGENT

PNC BANK, NATIONAL ASSOCIATION

By:

Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		LASALLE BUSINESS CREDIT, LLC
		By:		/s/ Xxx Xxxxxxxxx
				Title: Senior Vice President

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		TEXTRON FINANCIAL CORPORATION
		By:		/s/ Xxxxx Xxxxxxxx
				Title: Senior Account Executive

SIGNATURE PAGE TO THE SECOND

AMENDMENT, DATED AS OF

NOVEMBER 10, 2006, AMONG

XXXXXXXX SCOTSMAN

INTERNATIONAL, INC., XXXXXXXX

SCOTSMAN, INC., CERTAIN LENDERS

PARTY TO THE CREDIT AGREEMENT

AND BANK OF AMERICA, N.A., AS

ADMINISTRATIVE AGENT

SIEMENS FINANCIAL SERVICES, INC.

By:

Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		UPS CAPITAL CORPORATION
		By:		/s/ Xxxx X. Xxxxxxxx
				Title: Director of Portfolio Management

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		SUNTRUST BANK
		By:		/s/ Xxxx Xxxxxxxxx
				Title: Vice President

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		XXXXXXX BUSINESS CREDIT
		CORPORATION
		By:		/s/ Xxxxxx Xxxxxxxx
				Title: Assistant Vice President

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		XXXXX SPRING BANK
		By:		/s/ Xxx X. Xxxxx
				Title: Vice President

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		CIBC, INC.
		By:		/s/ Xxxxxx Xxxxxxx
				Title: Authorized Signatory

SIGNATURE PAGE TO THE SECOND

AMENDMENT, DATED AS OF

NOVEMBER 10, 2006, AMONG

XXXXXXXX SCOTSMAN

INTERNATIONAL, INC., XXXXXXXX

SCOTSMAN, INC., CERTAIN LENDERS

PARTY TO THE CREDIT AGREEMENT

AND BANK OF AMERICA, N.A., AS

ADMINISTRATIVE AGENT

FIRST DOMINION FUNDING II

By:

Title:

SIGNATURE PAGE TO THE SECOND

AMENDMENT, DATED AS OF

NOVEMBER 10, 2006, AMONG

XXXXXXXX SCOTSMAN

INTERNATIONAL, INC., XXXXXXXX

SCOTSMAN, INC., CERTAIN LENDERS

PARTY TO THE CREDIT AGREEMENT

AND BANK OF AMERICA, N.A., AS

ADMINISTRATIVE AGENT

FIRST DOMINION FUNDING III

By:

Title:

SIGNATURE PAGE TO THE SECOND

AMENDMENT, DATED AS OF

NOVEMBER 10, 2006, AMONG

XXXXXXXX SCOTSMAN

INTERNATIONAL, INC., XXXXXXXX

SCOTSMAN, INC., CERTAIN LENDERS

PARTY TO THE CREDIT AGREEMENT

AND BANK OF AMERICA, N.A., AS

ADMINISTRATIVE AGENT

ATRIUM V

By: Credit Suisse Alternative Capital,
as collateral manager

By:

Title:

SIGNATURE PAGE TO THE SECOND

AMENDMENT, DATED AS OF

NOVEMBER 10, 2006, AMONG

XXXXXXXX SCOTSMAN

INTERNATIONAL, INC., XXXXXXXX

SCOTSMAN, INC., CERTAIN LENDERS

PARTY TO THE CREDIT AGREEMENT

AND BANK OF AMERICA, N.A., AS

ADMINISTRATIVE AGENT

KATONAH III, LTD.

By: Sankaty Advisors, LLC as Sub-Advisor

By:

Title:

SIGNATURE PAGE TO THE SECOND

AMENDMENT, DATED AS OF

NOVEMBER 10, 2006, AMONG

XXXXXXXX SCOTSMAN

INTERNATIONAL, INC., XXXXXXXX

SCOTSMAN, INC., CERTAIN LENDERS

PARTY TO THE CREDIT AGREEMENT

AND BANK OF AMERICA, N.A., AS

ADMINISTRATIVE AGENT

KATONAH IV, LTD.

By: Sankaty Advisors, LLC as Sub-Advisor

By:

Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		LOAN FUNDING XI LLC
		By:		Sankaty Advisors, LLC as Collateral
				Manager
		By:
				Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		KATONAH VII CLO, LTD.
		By:		Katonah Debt Advisors, LLC
		By:
				Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		FLAGSHIP CLO V
		By:		Deutsche Asset Managment, Inc., as Subadvisor
		By:
				Title:
		By:
				Title:

SIGNATURE PAGE TO THE SECOND

AMENDMENT, DATED AS OF

NOVEMBER 10, 2006, AMONG

XXXXXXXX SCOTSMAN

INTERNATIONAL, INC., XXXXXXXX

SCOTSMAN, INC., CERTAIN LENDERS

PARTY TO THE CREDIT AGREEMENT

AND BANK OF AMERICA, N.A., AS

ADMINISTRATIVE AGENT

GE CFS LOAN HOLDING 2006-3 LLC

By:

Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		FIRST 2004-II CLO, LTD.
		By:		TCW Advisors, Inc., its Collateral Manager
		By:
				Title:
		By:
				Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		FIRST 2004-I CLO, LTD.
		By:		TCW Advisors, Inc., its Collateral Manager
		By:
				Title:
		By:
				Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		VELOCITY CLO, LTD.
		By:		TCW Advisors, Inc., its Collateral Manager
		By:
				Title:
		By:
				Title:

SIGNATURE PAGE TO THE SECOND

AMENDMENT, DATED AS OF

NOVEMBER 10, 2006, AMONG

XXXXXXXX SCOTSMAN

INTERNATIONAL, INC., XXXXXXXX

SCOTSMAN, INC., CERTAIN LENDERS

PARTY TO THE CREDIT AGREEMENT

AND BANK OF AMERICA, N.A., AS

ADMINISTRATIVE AGENT

CSAM FUNDING I

By:

Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		RACE POINT CLO, LIMITED
		By:		Sankaty Advisors, LLC as Collateral Manager
		By:
				Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		RACE POINT II CLO, LIMITED
		By:		Sankaty Advisors, LLC as Collateral Manager
		By:
				Title:

SIGNATURE PAGE TO THE SECOND

AMENDMENT, DATED AS OF

NOVEMBER 10, 2006, AMONG

XXXXXXXX SCOTSMAN

INTERNATIONAL, INC., XXXXXXXX

SCOTSMAN, INC., CERTAIN LENDERS

PARTY TO THE CREDIT AGREEMENT

AND BANK OF AMERICA, N.A., AS

ADMINISTRATIVE AGENT

XXXXXX XXXXXXX SENIOR
FUNDING, INC.

By:

Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		BLACKROCK LIMITED DURATION INCOME TRUST
		By:		BlackRock Financial Management, Inc., its Sub-Advisor
		By:
				Title:

SIGNATURE PAGE TO THE SECOND

AMENDMENT, DATED AS OF

NOVEMBER 10, 2006, AMONG

XXXXXXXX SCOTSMAN

INTERNATIONAL, INC., XXXXXXXX

SCOTSMAN, INC., CERTAIN LENDERS

PARTY TO THE CREDIT AGREEMENT

AND BANK OF AMERICA, N.A., AS

ADMINISTRATIVE AGENT

BLACKROCK SENIOR INCOME SERIES II

By:

Title:

SIGNATURE PAGE TO THE SECOND

AMENDMENT, DATED AS OF

NOVEMBER 10, 2006, AMONG

XXXXXXXX SCOTSMAN

INTERNATIONAL, INC., XXXXXXXX

SCOTSMAN, INC., CERTAIN LENDERS

PARTY TO THE CREDIT AGREEMENT

AND BANK OF AMERICA, N.A., AS

ADMINISTRATIVE AGENT

MAGNETITE ASSET INVESTORS LLC

By:

Title:

SIGNATURE PAGE TO THE SECOND

AMENDMENT, DATED AS OF

NOVEMBER 10, 2006, AMONG

XXXXXXXX SCOTSMAN

INTERNATIONAL, INC., XXXXXXXX

SCOTSMAN, INC., CERTAIN LENDERS

PARTY TO THE CREDIT AGREEMENT

AND BANK OF AMERICA, N.A., AS

ADMINISTRATIVE AGENT

MAGNETITE IV CLO, LIMITED

By:

Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		XXXXX XXXXX SENIOR INCOME TRUST
		By:		Xxxxx Xxxxx Management as Investment Advisor
		By:
				Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		XXXXX XXXXX SENIOR FLOATING- RATE TRUST
		By:		Xxxxx Xxxxx Management as Investment Advisor
		By:
				Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		XXXXX XXXXX FLOATING-RATE INCOME TRUST
		By:		Xxxxx Xxxxx Management as Investment Advisor
		By:
				Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
		By:		Xxxxx Xxxxx Management as Investment Advisor
		By:
				Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		XXXXX XXXXX LIMITED DURATION INCOME FUND
		By:		Xxxxx Xxxxx Management as Investment Advisor
		By:
				Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		XXXXX XXXXX SHORT DURATION DIVERSIFIED INCOME FUND
		By:		Xxxxx Xxxxx Management as Investment Advisor
		By:
				Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		XXXXX XXXXX VARIABLE LEVERAGE FUND LTD.
		By:		Xxxxx Xxxxx Management as Investment Advisor
		By:
				Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		XXXXX XXXXX VT FLOATING-RATE INCOME FUND
		By:		Xxxxx Xxxxx Management as Investment Advisor
		By:
				Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		XXXXXXX & CO
		By:		Boston Management and Research as Investment Advisor
		By:
				Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		BIG SKY III SENIOR LOAN TRUST
		By:		Xxxxx Xxxxx Management as Investment Advisor
		By:
				Title:

SIGNATURE PAGE TO THE SECOND

AMENDMENT, DATED AS OF

NOVEMBER 10, 2006, AMONG

XXXXXXXX SCOTSMAN

INTERNATIONAL, INC., XXXXXXXX

SCOTSMAN, INC., CERTAIN LENDERS

PARTY TO THE CREDIT AGREEMENT

AND BANK OF AMERICA, N.A., AS

ADMINISTRATIVE AGENT

HARBOUR TOWN FUNDING LLC

By:

Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		SENIOR DEBT PORTFOLIO
		By:		Boston Management and Research as Investment Advisor
		By:
				Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		NUVEEN FLOATING RATE INCOME FUND
		By:		Symphony Asset Management, LLC
		By:
				Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		NUVEEN SENIOR INCOME FUND
		By:		Symphony Asset Management, LLC
		By:
				Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		THE NORINCHUKIN BANK, NEW YORK BRANCH, through State Street Bank and Trust Company as Fiduciary Custodian.
		By:		Xxxxx Xxxxx Management, Attorney-in-fact
		By:
				Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		LIGHTPOINT CLO III, LTD.
		By:		/s/ Xxxxx Xxxxxx
				Lightpoint Capital Management LLC as Collateral Manager
				Title: Director

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		WIND RIVER CLO II LTD.
		By:		XxXxxxxxx Investment Management, LLC, as Manager
		By:
				Title:

SIGNATURE PAGE TO THE SECOND

AMENDMENT, DATED AS OF

NOVEMBER 10, 2006, AMONG

XXXXXXXX SCOTSMAN

INTERNATIONAL, INC., XXXXXXXX

SCOTSMAN, INC., CERTAIN LENDERS

PARTY TO THE CREDIT AGREEMENT

AND BANK OF AMERICA, N.A., AS

ADMINISTRATIVE AGENT

		OAK HILL CREDIT PARTNERS I, LIMITED				OAK HILL CREDIT PARTNERS II, LIMITED
By:		Oak Hill CLO Management I, LLC		By:		Oak Hill CLO Management II, LLC
		as Investment Manager				as Investment Manager
By:				By:
		Name:				Name:
		Title:				Title:
		OAK HILL CREDIT PARTNERS III, LIMITED				OAK HILL CREDIT PARTNERS IV, LIMITED
By:		Oak Hill CLO Management III, LLC		By:		Oak Hill CLO Management IV, LLC
		as Investment Manager				as Investment Manager
By:				By:
		Name:				Name:
		Title:				Title:
		SMBC MVI SPC,
		on behalf of and for the account of Segregated
		Portfolio No. 1
By:		Oak Hill Separate Account
		Management I, LLC
		as Investment Manager
By:
		Name:
		Title:

SIGNATURE PAGE TO THE SECOND

AMENDMENT, DATED AS OF

NOVEMBER 10, 2006, AMONG

XXXXXXXX SCOTSMAN

INTERNATIONAL, INC., XXXXXXXX

SCOTSMAN, INC., CERTAIN LENDERS

PARTY TO THE CREDIT AGREEMENT

AND BANK OF AMERICA, N.A., AS

ADMINISTRATIVE AGENT

LONG LANE MASTER TRUST IV

By:

Name:

Title:

SIGNATURE PAGE TO THE SECOND

AMENDMENT, DATED AS OF

NOVEMBER 10, 2006, AMONG

XXXXXXXX SCOTSMAN

INTERNATIONAL, INC., XXXXXXXX

SCOTSMAN, INC., CERTAIN LENDERS

PARTY TO THE CREDIT AGREEMENT

AND BANK OF AMERICA, N.A., AS

ADMINISTRATIVE AGENT

LOAN FUNDING XIII LLC

By:

Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		VITESSE CLO LTD.
		By:		TCW Advisors, as its Portfolio Manager
		By:
				Title:
		By:
				Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		TCW SENIOR SECURED LOAN FUND
		By:		TCW Advisors, Inc., its Collateral Manager
		By:
				Title:
		By:
				Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		TCW SELECT LOAN FUND LIMITED
		By:		TCW Advisors, Inc., its Collateral Manager
		By:
				Title:
		By:
				Title:

		SIGNATURE PAGE TO THE SECOND
		AMENDMENT, DATED AS OF
		NOVEMBER 10, 2006, AMONG
		XXXXXXXX SCOTSMAN
		INTERNATIONAL, INC., XXXXXXXX
		SCOTSMAN, INC., CERTAIN LENDERS
		PARTY TO THE CREDIT AGREEMENT
		AND BANK OF AMERICA, N.A., AS
		ADMINISTRATIVE AGENT
		MADISON PARK FUNDING III, LTD.
		By:		Credit Suisse Alternative Capital, Inc., as collateral manager
		By:
				Title:

SIGNATURE PAGE TO THE SECOND

AMENDMENT, DATED AS OF

NOVEMBER 10, 2006, AMONG

XXXXXXXX SCOTSMAN

INTERNATIONAL, INC., XXXXXXXX

SCOTSMAN, INC., CERTAIN LENDERS

PARTY TO THE CREDIT AGREEMENT

AND BANK OF AMERICA, N.A., AS

ADMINISTRATIVE AGENT

CHATHAM LIGHT III

By:

Title: