EXHIBIT (c)(3)
JOINDER
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Effective at the consummation of the tender offer contemplated by the
Agreement and Plan of Merger dated as of February 2, 1997 among Scotsman
Industries, Inc., a Delaware corporation ("Scotsman"), K Acquisition Corp., a
Michigan corporation, and Xxxxx Industrial Corporation, a Michigan corporation
("Xxxxx"), and in order to induce Xxxxxxx Corporation, a Delaware corporation
("Xxxxxxx"), and Transpro Group, Inc., a Delaware corporation ("Xxxxxxx Sub"),
to enter into the Asset Purchase Agreement dated as of February 2, 1997 (the
"Asset Purchase Agreement") among Xxxxxxx, Xxxxxxx Sub, Xxxxx and certain
subsidiaries of Xxxxx named therein, Scotsman hereby agrees to be bound by the
provisions of Section 4.21 and Exhibit 4.21 of the Asset Purchase Agreement as a
Restricted Party (as such term is defined therein) and by the provisions of
Article VII of the Asset Purchase Agreement.
Date: February 2, 1997 SCOTSMAN INDUSTRIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Chairman, President and
Chief Executive Officer
