EX-99.1 2 a05-6950_1ex99d1.htm EX-99.1

Exhibit 99.1

 

FIFTH AMENDMENT

 

FIFTH AMENDMENT (this “Amendment”), dated as of April 15, 2005, among SCOTSMAN HOLDINGS, INC., a Delaware corporation (“Holdings”), WILLIAMS SCOTSMAN, INC., a Maryland corporation (the “Borrower”), the Lenders from time to time party to the Credit Agreement referred to below (the “Lenders”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as 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 a Credit Agreement, dated as of March 26, 2002 (as amended, restated, modified and/or supplemented through, but not including, the date hereof, 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.              Amendments to Credit Agreement.

 

1.       Section 3.1(a) of the Credit Agreement is hereby amended by deleting the text “$20,000,000” appearing immediately following the text “Credit Obligations to exceed” in clause (i) of said Section and inserting the text “$40,000,000” in lieu thereof.

 

2.       Section 8.2(o) of the Credit Agreement is hereby amended by deleting said Section in its entirety and inserting the following new Section 8.2(o) in lieu thereof:

 

“(o)         Liens granted by Holdings and/or the Borrower to secure the performance of, and reimbursement obligations with respect to, bid, performance, payment, surety, indemnity, or other similar bonds arising in the ordinary course of business (collectively, “Surety Bonds”) and in favor of the provider of any such Surety Bond (any such provider, a “Surety”), so long as the obligations so secured are outstanding under Section 8.3(f) and the book value of the assets securing such obligations does not exceed at any time $75,000,000 in the aggregate; provided, that (i) such Liens shall extend only to the assets, interests and other property described in Schedule XV and (ii) nothing herein shall permit Holdings, the Borrower or any of its Subsidiaries to deposit funds due or to become due under any contract for which any Surety has issued a Surety Bond into any account over which the Borrower (or the Collateral Agent) does not have unilateral control or into any trust account for the benefit of any Surety and any such action by Holdings, the Borrower or any of its Subsidiaries shall be deemed to be an immediate Event of Default; and”.

 

1



 

 

3.       Section 8.3(f) of the Credit Agreement is hereby amended by deleting the text $50,000,000 appearing in said Section and inserting the text “$100,000,000” in lieu thereof.

 

II.            Miscellaneous.

 

1.                            In order to induce the 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 Fifth 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 Fifth 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 Fifth 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 LAW OF THE STATE OF NEW YORK.

 

5.         This Amendment shall become effective on the date (the “Fifth Amendment Effective Date”) when each Credit Agreement Party 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 transmission) the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036 Attention:  Aditi Chawla (facsimile number 212-354-8113).

 

6.         At all times on and after the Fifth 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.

 

*     *     *

 

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.

 

 

SCOTSMAN HOLDINGS, INC.

 

 

 

 

 

By

/s/ Scott W. Becker

 

 

 

Title: Vice President, Treasurer

 

 

 

 

 

WILLIAMS SCOTSMAN, INC.

 

 

 

 

 

By

/s/ Scott W. Becker

 

 

 

Title:Vice President, Treasurer

 

2



 

 

DEUTSCHE BANK TRUST COMPANY

 

AMERICAS, Individually and as Administrative

 

Agent

 

 

 

 

 

By

/s/ Albert Fischetti

 

 

 

Title:  Director

 

3



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

GRAYSTON CLO 2001-1 LTD.

 

By: Bear Stearns Asset Management Inc. as its Collateral Manager

 

 

 

 

 

By:

/s/ Jonathan Berg

 

 

 

Title: Associate Director

 

4



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

GALLATIN FUNDING I LTD.

 

By: Bear Stearns Asset Management Inc. as its Collateral Manager

 

 

 

 

 

By:

/s/ Jonathan Berg

 

 

 

Title: Associate Director

 

5



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

BANK OF AMERICA N.A.

 

 

 

 

 

By:

/s/ Kevin W. Corcoran

 

 

 

Title: Vice President

 

 

6



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

BLACK DIAMOND CLO 2001-1, LTD.

 

 

 

 

 

By:

/s/ David Dyer

 

 

 

Title: Director

 

 

7



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

CIBC INC.

 

 

 

 

 

By:

/s/ Jonathan Rabinowitz

 

 

 

Title: Executive Director

 

 

 

 CIBC World Markets Corp. as Agent

 

8



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

THE CIT GROUP/BUSINESS CREDIT, INC.

 

 

 

 

 

 

 

By:

/s/ Julianne Low

 

 

 

Title:  Assistant Vice President

 

 

9



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

WACHOVIA BANK, NATIONAL ASSOCIATION, successor by merger to Congress Financial Corporation

 

 

 

 

 

By:

/s/ James O’Connell

 

 

 

Title: Assistant Vice President

 

 

10



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

DIAMOND SPRINGS TRADING LLC

 

 

 

 

 

By:

/s/ Meredith J. Koslick

 

 

 

Title: Assistant Vice President

 

 

11



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

BIG SKY SENIOR LOAN FUND, LTD.

 

By: Eaton Vance Management as Investment Advisor

 

 

 

 

 

By:

/s/ Michael B. Botthof

 

 

 

Title: Vice President

 

 

12



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

BIG SKY III SENIOR LOAN TRUST

 

By:

Eaton Vance Management as Investment Advisor

 

 

 

 

 

 

 

By:

/s/ Michael B. Botthof

 

 

 

Title: Vice President

 

 

13



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

EATON VANCE SENIOR FLOATING-RATE TRUST

 

By:

Eaton Vance Management as Investment Advisor

 

 

 

 

 

 

 

By:

 /s/ Michael B. Botthof

 

 

 

Title: Vice President

 

 

14



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

EATON VANCE FLOATING-RATE INCOME TRUST

 

By:

Eaton Vance Management as Investment Advisor

 

 

 

 

 

 

 

By:

  /s/ Michael B. Botthof

 

 

 

Title:  Vice President

 

 

15



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

GRAYSON & CO

 

By: Boston Management and Research as Investment Advisor

 

 

 

 

 

By:

/s/ Michael B. Botthof

 

 

 

Title: Vice President

 

 

16



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

EATON VANCE INSTITUTIONAL SENIOR LOAN FUND

 

By: Eaton Vance Management as Investment Advisor

 

 

 

 

 

By:

/s/ Michael B. Botthof

 

 

 

Title: Vice President

 

 

17



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

EATON VANCE SENIOR INCOME TRUST

 

By: Eaton Vance Management as Investment Advisor

 

 

 

 

 

 

 

By:

/s/ Michael B. Botthof

 

 

 

Title: Vice President

 

 

18



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

GMAC COMMERCIAL FINANCE LLC, (successor by merger to GMAC BUSINESS CREDIT, LLC)

 

 

 

 

 

By:

/s/ Robert F. McIntyre

 

 

 

Title: Director

 

19



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

KATONAH I, LTD.

 

 

 

 

 

 

 

By:

/s/ Ralph Della Rocca

 

 

 

Title:

Authorized Officer

 

 

 

Katonah Capital, L.L.C. as Manager

 

20



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

KATONAH II, LTD.

 

 

 

 

 

By:

 /s/ Ralph Della Rocca

 

 

 

Title:

Authorized Officer

 

 

 

 

Katonah Capital, L.L.C. as Manager

 

 

21



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

KATONAH III, LTD.

 

 

 

 

 

 

 

By:

/s/ Ralph Della Rocca

 

 

 

Title:

Authorized Officer

 

 

 

 

Katonah Capital, L.L.C. as Manager

 

22



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

KATONAH IV, LTD.

 

 

 

 

 

By:

/s/ Ralph Della Rocca

 

 

 

Title:

Authorized Officer

 

 

 

 

Katonah Capital, L.L.C. as Manager

 

 

23



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

LASALLE BUSINESS CREDIT, LLC

 

 

 

 

 

By:

/s/ John Mostofi

 

 

 

Title: Senior Vice President

 

 

24



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

PREMIUM LOAN TRUST I, LTD.

 

 

 

 

 

By:

 /s/ Thomas A. Kramer

 

 

 

Title:

Senior Managing Director & Chief

 

 

 

Executive Officer

 

25



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

NATIONAL CITY BUSINESS CREDIT, INC.

 

 

 

 

 

 

 

By:

/s/ Jason Hanes

 

 

 

Title: Senior Associate

 

 

26



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

ORIX FINANCIAL SERVICES, INC.

 

 

 

 

 

 

 

By:

/s/ Jorge L Jaramillo

 

 

 

Title: Associate Director

 

27



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

PEOPLE’S BANK

 

 

 

 

 

By:

/s/ Francis J. McGinn

 

 

 

Title: Vice President

 

28



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

Sankaty Advisors, LLC, as Collateral Manager for Brant

 

Point II CBO 2000-1 LTD., as Term Lender

 

 

 

 

 

By:

/s/ Diane J. Exter

 

 

 

Title:

Managing Director

 

 

 

Portfolio Manager

 

29



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

Sankaty Advisors, LLC as Collateral Manager for Castle Hill I- INGOTS, Ltd., as Term Lender

 

 

 

 

 

By:

/s/ Diane J. Exter

 

 

 

Title:

Managing Director

 

 

 

Portfolio Manager

 

30



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

Sankaty Advisors, LLC as Collateral Manager for Castle Hill III CLO, Limited, as Term Lender

 

 

 

 

 

By:

/s/ Diane J. Exter

 

 

 

Title:

Managing Director

 

 

 

Portfolio Manager

 

31



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender

 

 

 

 

 

 

 

By:

/s/ Diane J. Exter

 

 

 

Title:

Managing Director

 

 

 

Portfolio Manager

 

32



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

Sankaty Advisors, LLC as Collateral Manager for Race

 

Point II CLO, Limited, as Term Lender

 

 

 

 

 

 

 

By:

/s/ Diane J. Exter

 

 

 

Title:

Managing Director

 

 

 

 

Portfolio Manager

 

 

33



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

HARBOUR TOWN FUNDING LLC

 

 

 

 

 

 

 

By:

/s/ Meredith J. Koslick

 

 

 

Title: Assistant Vice President

 

34



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

SENIOR DEBT PORTFOLIO

 

By:

Boston Management and Research as Investment Advisor

 

 

 

 

 

 

 

By:

/s/ Michael B. Botthof

 

 

 

Title: Vice President

 

35



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

SIEMENS FINANCIAL SERVICES

 

 

 

 

 

 

 

By:

/s/ Frank Amodio

 

 

 

Title: Vice President - Credit

 

36



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

TORONTO DOMINION (NEW YORK) LLC

 

 

 

 

 

By:

/s/ Masood Fiktee

 

 

 

Title: Authorized Signatory

 

37



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

TRANSAMERICA BUSINESS CAPITAL CORPORATION

 

 

 

 

 

By:

/s/ Brian Schwinn

 

 

 

Title:

Duly Authorized Signatory

 

38



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

TRS 1 LLC

 

 

 

 

 

By:

/s/ Deborah O’Keeffe

 

 

 

Title: Vice President

 

39



 

 

SIGNATURE PAGE TO THE FIFTH AMENDMENT, DATED AS OF APRIL 15, 2005, AMONG SCOTSMAN HOLDINGS, INC., WILLIAMS SCOTSMAN, INC., THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

 

 

 

WEBSTER BUSINESS CREDIT CORPORATION

 

 

 

 

 

By:

 /s/ Gordon Massave

 

 

 

Title:  Authorized Signatory

 

 

 

 

40