1
EXHIBIT 10.6
AMENDMENT NO. 7 TO
REIMBURSEMENT AGREEMENT
This Amendment No. 7 to Reimbursement Agreement (this
"Amendment") is made effective as of March 12, 1997 and is by and among
Scotsman Group Inc., a Delaware corporation ("Scotsman Group"), Scotsman
Industries, Inc., a Delaware corporation and the parent of Scotsman Group
("Scotsman Industries"), The First National Bank of Chicago (the "Bank"), and
The Bank of Nova Scotia ("BNS") for the purpose of evidencing the replacement
of BNS by the Bank under the Reimbursement Agreement (as defined below) .
WITNESSETH:
WHEREAS, Scotsman Group, Scotsman Industries and BNS are
parties to a Reimbursement Agreement dated as of March 1, 1988, as amended (the
"Reimbursement Agreement"), pursuant to which Scotsman Group has agreed to
reimburse BNS for certain payments made by BNS in connection with an
irrevocable letter of credit issued by BNS to provide funds for the payment
when due of all principal of, and premium and interest on (or, in certain
circumstances, the purchase price of) $9,250,000 aggregate principal amount of
Industrial Revenue Refunding Bonds Series 1988 (Xxxx-Xxxxxx Thermos Co.
Project) (the "Bonds") issued by Allendale County, South Carolina (the
"Issuer"); and
WHEREAS, the Bank will issue a Substitute Letter of Credit (as
defined in the Reimbursement Agreement) under the Indenture of Trust dated as
of March 1, 1988, between the Issuer and Fleet National Bank, as trustee; and
2
WHEREAS, Scotsman Group agrees to reimburse the Bank for
payments made under such Substitute Letter of Credit in accordance with the
terms of the Reimbursement Agreement, as amended by this Amendment; and
WHEREAS, Scotsman Group, Scotsman Industries and BNS desire to
amend the Reimbursement Agreement as hereinafter set forth;
NOW THEREFORE, the parties agree as follows:
Section 1. Amendment to Reimbursement Agreement. The
Reimbursement Agreement is, as of the effective date of this Amendment, amended
as follows:
(i) (a) The definition of "Bank" is deleted from ARTICLE I of the
Reimbursement Agreement in its entirety and replaced with the following:
"Bank" means The First National Bank of Chicago.
(b) The definition of "Credit Agreement" is deleted from
ARTICLE I of the Reimbursement Agreement in its entirety and replaced with the
following:
"Credit Agreement" means that certain Credit Agreement dated as
of March 12, 1997 among Scotsman Group Inc. and certain affiliates thereof,
Scotsman Industries, Inc., the financial institutions named therein, and The
First National Bank of Chicago, as Agent, as amended, restated, supplemented or
modified from time to time.
(ii) Paragraph (c) of Section 2.1 of the Reimbursement Agreement is
deleted in its entirety and replaced with the following:
c. Extensions of Letter of Credit At any time prior to
November 1 of each year, the Borrower may request that the Bank extend the
Stated Expiration Date. If the Bank, in its sole discretion exercisable no
later than sixty (60) days after receiving such request, agrees to extend the
Stated Expiration Date as requested by the Borrower, the Bank shall do so by
delivering the notice of extension attached to the Letter of Credit to the
Borrower and the Trustee. Upon the delivery of the aforesaid notice of
2
3
extension, the Stated Expiration Date shall be deemed to have been
automatically extended for a one-year period from the then Stated Expiration
Date. Each such extension shall, except as otherwise expressly provided in an
amendment to this Agreement, be on the same terms and conditions as those set
forth in this Agreement.
(iii) Paragraph (f) of Section 6.1 of the Reimbursement Agreement is
deleted in its entirety.
(iv) Exhibit I to the Reimbursement Agreement is deleted in its
entirety and there is inserted in its place the Form of Letter of Credit of the
Bank attached to this Amendment as Exhibit A.
Section 2. Assignment. As of the date hereof, BNS, without
any representation, warranty or liability whatsoever, hereby irrevocably
conveys, assigns and transfers to the Bank all of its right, title and interest
under the Reimbursement Agreement and the Bank hereby irrevocably accepts such
assignment from BNS on and as of the date hereof.
Section 3. Reaffirmation. Each of Scotsman Group and Scotsman
Industries hereby (i) acknowledges that the Bank is hereby made a party to the
Reimbursement Agreement and (ii) reaffirms that its obligations under the
Reimbursement Agreement continue in full force and effect (x) with respect to
the Reimbursement Agreement and (y) as to the Bank as if the Bank were an
original party thereto.
Section 4. Representations and Warranties of Scotsman Group
and Scotsman Industries. Scotsman Group and Scotsman Industries represent and
warrant that the execution, delivery and performance by Scotsman Group and
Scotsman Industries, respectively, of this Amendment have been duly authorized
by all corporate action and that this Amendment is a legal, valid and binding
obligation of Scotsman Group and Scotsman Industries, respectively, enforceable
3
4
against them in accordance with its terms, except as enforcement 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).
Section 5. Additional Indemnification. In addition to any
payments which may be due from time to time pursuant to Section 8.4 of the
Reimbursement Agreement, each of Scotsman Group and Scotsman Industries agrees
to pay any amounts which may be payable to the Bank in connection with the
transactions contemplated by the Reimbursement Agreement, as amended hereby,
pursuant to Section 9.6 of the Credit Agreement, which Section 9.6 (together
with all related definitions), is incorporated by reference herein and made a
part hereof.
Section 6. Reference to and Effect on the Reimbursement
Agreement.
(a) Upon the effectiveness of this Agreement, on and after
the date hereof each reference in the Reimbursement Agreement to "this
Agreement," "hereunder," "hereof," "herein" or words of like import shall mean
and be a reference to the Reimbursement Agreement as amended.
(b) Except as specifically amended, the Reimbursement
Agreement shall remain in full force and effect.
Section 7. Governing Law. This Amendment shall be governed by
and construed in accordance with the internal laws of the State of Illinois
(without regard to conflicts of laws provisions thereof).
Section 8. Headings. Section headings in this Amendment are
included for convenience of reference only and shall not constitute a part of
this Amendment for any other purposes.
4
5
IN WITNESS WHEREOF, the parties to this Amendment have caused
it to be executed by their duly authorized representative officers as of the
date first above written.
SCOTSMAN INDUSTRIES, INC. SCOTSMAN GROUP INC.
By: /s/ X.X. Xxxxxxx By: /s/ X.X. Xxxxxxx
-------------------------------- ----------------------------
Title: President & CEO Title: President
----------------------------- -------------------------
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Title: Vice President
-----------------------------
THE BANK OF NOVA SCOTIA
By: /s/ F.C.H. Xxxxx
--------------------------------
Title: Senior Manager Loan Operations
-----------------------------
