EXHIBIT 10.2
AMENDMENT
Amendment (the "Amendment") dated as of December 15, 1997 to the
ISDA Master Agreement dated as of March 3, 1994 (the "Agreement"),
between Scotsman Group Inc. ("Scotsman") and The First National Bank
of Chicago ("First Chicago").
WHEREAS, the parties desire to amend the Agreement as described
herein:
NOW, THEREFORE, In consideration of the mutual agreements herein
and in the Agreement contained, the parties hereto agree as follows:
1. Amendments to Agreement
a. Part IV(f) of the Schedule shall be amended by deleting item
numbers (i) through (v) entirely and replacing them with the
following:
"The Note Pledge Agreement, the Stock Pledge Agreement
and the Guaranties, as defined in the Credit Agreement."
b. Part IV(g) of the Schedule shall be amended by replacing the
description of Party B's "Credit Support Provider" with the following:
"Any party to a Credit Support Document other than Party B,
the secured parties or any beneficiaries thereunder."
c. Part VI(a) of the Schedule shall be amended by replacing the
definition of "Credit Agreement" with the following:
"Credit Agreement" means that certain Credit Agreement dated
as of March 12, 1997, among Party B, The Delfield Company,
Scotsman Drink Limited, Whitlenge Drink Equipment Limited,
Frimont S.p.A. Castel MAC S.p.A. and ▇▇▇▇▇ Industrial
Corporation, as the Borrowers, Scotsman Industries, Inc.,
Party A, as Agent, and the Lenders named therein, as amended
by First Amendment dated as of March 24, 1997, a Second
Amendment dated as of June 30, 1997, and a Third Amendment
dated as of December 15, 1997, as the same may be amended
from time to time in accordance with its terms, but without
regard to any termination or cancellation thereof, whether
by reason of payment of all indebtedness incurred thereunder
or otherwise, unless such agreement is terminated and
replaced by a Successor Credit Agreement.
2. Representations
Each party represents to the other party that: -
▇. ▇▇▇▇▇▇. It has the power to execute and deliver this
Amendment and to perform its obligations under this Amendment and has
taken all necessary action to authorize such execution, delivery and
performance;
b. No Violation or Conflict. Such execution, delivery and
performance do not violate or conflict with any law applicable to it,
any provision of its constitutional documents, any order or judgment
of any court or other agency of government applicable to it or any of
its assets or any contractual restriction binding on or affecting it
or any of its assets;
c. Consents. All governmental and other consents that are
required to have been obtained by it with respect to this Amendment
have been obtained and are in full force and effect and all conditions
of any such consents have been complied with; and
d. Obligations Binding. Its obligations under this Amendment
constitute its legal, valid and binding obligations, enforceable in
accordance with its respective terms (subject to applicable
bankruptcy, reorganization, insolvency, moratorium or similar laws
affecting creditors' rights generally and subject, as to
enforceability, to equitable principles of general application
(regardless of whether enforcement is sought in a proceeding in equity
or at law)).
3. Miscellaneous
a. This Amendment constitutes the entire Agreement and
understanding of the parties with respect to its subject matter and
supersedes all oral communications and prior writings with respect
thereto.
b. No amendment, modification or waiver in respect of this
Amendment will be effective unless in writing (including a writing
evidenced by a facsimile transmission) and executed by each of the
parties.
c. This Amendment may be executed in counterparts each of which
shall be deemed to be an original.
d. This Amendment will be governed by and construed in
accordance with the laws of the State of New York (without reference
to choice of law doctrine).
IN WITNESS WHEREOF, the parties have executed this Amendment by
their duly authorized officers as of the date hereof.
SCOTSMAN GROUP INC.
By: /s/ ▇. ▇. ▇▇▇▇▇▇
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Name: ▇.▇. ▇▇▇▇▇▇
Title: V.P.
THE FIRST NATIONAL BANK OF CHICAGO
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: AVP