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Exhibit N
EJJM
c/o The Diggs Group
0000 Xxxxxxxxx Xxxxx
Xxxxxx, Xxxx 00000
August 13, 1997
Onex Corporation
BCE Place
000 Xxx Xxxxxx, 00xx Xxxxx
X.X. Xxx 000
Xxxxxxx, Xxxxxx X0X 0X0
Onex DHC LLC
000 Xxxxxx Xxxxxx
Xxxxxx, Xxxx 00000
Dear Sirs:
With reference to the Stockholders' Agreement dated as of January 11,
1994 (the "Stockholders' Agreement"), among you, the undersigned and any other
persons named therein, we hereby agree with you as follows:
For good and valuable consideration, we hereby assign to you all of our
rights to designate a nominee to the Board of Directors of Scotsman Industries,
Inc. pursuant to Section 3 of the Stockholders' Agreement.
You hereby release us and all of the shares of capital stock of
Scotsman Industries, Inc. owned by us or our affiliates from the proxy granted
to you pursuant to Section 8 of the Stockholders' Agreement.
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If you are in agreement with the foregoing, please acknowledge by
signing a counterpart of this letter agreement in the space provided therefor
below and return such counterpart to us, whereupon this letter agreement shall
constitute a binding agreement between us.
Very truly yours,
EJJM
By: /s/ Xxxxxxx X. Xxxxx, Xx.
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Xxxxxxx X. Xxxxx, Xx.
Managing General Partner
Agreed.
ONEX CORPORATION
/s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx
ONEX DHC LLC
/s/ Xxxxxx X. Xxxx, Representative
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Xxxxxx X. Xxxx
