Exhibit
10.45


AMENDMENT TO VARIOUS CREDIT DOCUMENTS


AMENDMENT TO VARIOUS CREDIT DOCUMENTS (this “Amendment”), dated
as of March 9, 2007, among WILLIAMS SCOTSMAN INTERNATIONAL, INC. (formerly
known as Scotsman Holdings, Inc.), a Delaware corporation (“Holdings”),
WILLIAMS SCOTSMAN, INC., a Maryland corporation (the “Borrower”), the
subsidiaries of the Borrower party hereto, the Lenders party to the Credit
Agreement referred to below that are party hereto, BANK OF AMERICA, N.A., as
Administrative Agent (in such capacity, together with its successors in such
capacity, the “Administrative Agent”) and Collateral Agent (in such
capacity, together with its successors in such capacity, the “Collateral
Agent”), and each of DEUTSCHE BANK TRUST COMPANY AMERICAS and BT COMMERCIAL
CORPORATION, as sub-collateral agents (in such capacity, together with their
respective successors in such capacity, the “Sub-Collateral Agents”).  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 an Amended and Restated Credit Agreement, dated as of
June 28, 2005, as amended (the “Credit Agreement”);


WHEREAS, the Borrower has requested (i) an amendment to the
defined term “Permitted Acquisition” in the Credit Agreement, (ii) the
release of Williams Scotsman of Canada, Inc. (“WSC”) from its
obligations under the Canadian Subsidiaries Guaranty, Canadian Security
Agreement and Canadian Bank Control Agreement and the release of any and all
Liens granted by WSC under any such agreements, (iii) the termination of
the Canadian Subsidiaries Guaranty, Canadian Security Agreement and Canadian
Bank Control Agreement and (iv) the release of the Lien of the Collateral
Agent under each of the U.S. Pledge Agreement and the U.S. Security Agreement
in a portion of the equity interests of WSC pledged thereunder;


WHEREAS, the Borrower and the Administrative Agent entered into a
post-closing letter agreement (the “Post-Closing Letter Agreement”),
dated as of June 28, 2005, pursuant to which the Borrower agreed, among
other things, upon the payment in full of the Senior Secured Notes and the
Senior Unsecured Notes to enter into amendments to the Collateral Documents and
Guaranties in order to secure and guarantee, respectively, Obligations with
respect to certain Bank Products which were not permitted under the indentures
for the Senior Secured Notes and Senior Unsecured Notes to be secured pursuant
to the Collateral Documents or guarantied pursuant to the Guaranties;


WHEREAS, the Senior Secured Notes and the Senior Unsecured Notes have
been paid in full;


WHEREAS, the parties hereto wish to (i) amend the Credit Agreement
with respect to Permitted Acquisitions, (ii) provide for the releases
relating to WSC referred to above and the termination of the Canadian
Subsidiaries Guaranty, Canadian Security Agreement and Canadian Bank Control
Agreement and (iii) amend the Credit Agreement, certain of the Collateral
Documents and the Guaranties in order to satisfy the foregoing agreement of the
Borrower under the Post-Closing Letter Agreement, all on the terms and subject
to the conditions contained herein;


NOW, THEREFORE, it is
agreed:


I.                                         Payment
in Full of Senior Secured Notes and Senior Unsecured Notes; Hedge Agreements.  The Borrower represents and warrants to the
Administrative Agent, the Collateral Agent and the Lenders that (i) all
obligations and liabilities owing under or with respect to the Senior Secured
Notes, the other Senior Secured Notes Documents, the Senior Unsecured Notes and
the other Senior Unsecured Notes Documents have been paid in full and
(ii) no Credit Party is a party to a Hedge Agreement on the date hereof
(other than a currency forward agreement between the Borrower and BofA).


II.                                     Amendments
to Credit Agreement and certain other Credit Documents.  Effective on the Third Amendment Effective
Date (as defined in Part V, Section 5 of this Amendment):













A.                                   the
Credit Agreement is amended as follows:


1.                                       Notwithstanding
anything in the Credit Agreement or any other Credit Document to the contrary,
WSC shall no longer constitute a Canadian Subsidiary Guarantor, a Credit Party,
a Guarantor, a Qualified Credit Party, a Qualified Subsidiary Guarantor or a
Subsidiary Guarantor.


2.                                       The
defined terms “Average Lease Term” and “Average Rental Rate” in
Section 1.1 of the Credit Agreement are amended by adding the words “of
the Qualified Credit Parties” immediately after each usage, if any, of the
words “Rental Equipment” and “Units” in such defined terms.


3.                                       The
defined terms “Canadian Bank Control Agreement”, “Canadian Security Agreement”,
“Canadian Subsidiaries Guaranty”, “Canadian Subsidiary Guarantor” and “Qualified
Canadian Jurisdiction” in Section 1.1 of the Credit Agreement are deleted in
their entirety and each of Exhibit C-2 (Form of Canadian Bank Control
Agreement), Exhibit F-2 (Form of Canadian Security Agreement) and Exhibit J-2
(Form of Canadian Subsidiaries Guaranty) are deleted as exhibits to the Credit
Agreement and from the table of contents to the Credit Agreement.


4.                                       The
defined term “Eligible Accounts Receivable” in Section 1.1 of the Credit
Agreement is amended by (i) deleting the words “or Canadian Dollars” near
the beginning of such defined term, (ii) deleting the words “and Canada”
in clause (i) of such defined term and (iii) restating
clause (l) thereof to read as follows:


(l)            the
account debtor is the United States of America or any department, agency or
instrumentality thereof, except (A) to the extent that the amount of such
Account, together with the amount of all such other Accounts of the Qualified
Credit Parties, does not exceed in the aggregate 15% in face value of all Accounts
of the Borrower and its Subsidiaries whose Accounts are included in the
Borrowing Base then outstanding or (B) if the Borrower duly assigns its
rights to payment of such Account to the Collateral Agent pursuant to the
Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et  seq.);
or


5.                                       The
defined term “Eligible Rental Equipment” in Section 1.1 of the Credit
Agreement is amended by deleting (i) the words “applicable UCC and PPSA filings
and registrations” in clause (c) of such defined term and substituting therefor
the words “applicable UCC filings”, (ii) the words “or a Qualified
Canadian Jurisdiction” in clause (d) of such defined term and
(iii) the “(x)” and subclause (y) in clause (g) of such defined term.


6.                                       The
defined term “Guaranteed Creditors” in Section 1.1 of the Credit Agreement
is amended by adding the words “or which is a provider of any Bank Product”
immediately after the words “party to a Hedge Agreement” contained therein.


7.                                       The
defined term “Guaranteed Obligations” in Section 1.1 of the Credit
Agreement is amended by (i) deleting the word “and” immediately before
clause (ii) thereof and substituting therefor a comma and (ii) adding
a new clause (iii) to the end thereof immediately before the period which
reads as “and (iii) the full and prompt payment when due (whether at the
stated maturity, by acceleration or otherwise) of all Obligations described in
clause (c) of the definition thereof”.


8.                                       The
defined term “Holding Company Requirements” in Section 1.1 of the Credit
Agreement is amended by (i) amending and restating clause (1)(ii) thereof to
read as follows:


(ii)  the
holding (directly or through Unrestricted Subsidiaries), acquisition, sale or
other disposition of equity interests in Unrestricted Subsidiaries and other
foreign investments in Persons, in each instance, not constituting a Subsidiary
of the Borrower or any Person in which the Borrower or any of its Subsidiaries
has made an investment,


(ii) amending and restated clause (1)(iv)
thereof to read as follows:


(iv)  the
guaranty of Indebtedness and other obligations of (x) the Borrower (such
guaranty to be unsecured except that the Obligations shall be guaranteed by
Holdings on a secured basis as set forth herein and in the other Credit
Documents), (y) Foreign Subsidiaries of Holdings (such guaranty to be unsecured
or, in the case of a guaranty of Indebtedness, secured only by the capital
stock of the Foreign Subsidiary whose Indebtedness is guaranteed or the first
tier Foreign Subsidiary of Holdings that owns, directly or indirectly, the
Foreign Subsidiary whose Indebtedness 



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is guaranteed; provided, that in no
event shall any capital stock of a Canadian Subsidiary any or all of whose
capital stock is pledged, or is required under this Agreement to be pledged, as
security for any Obligations be security for any such guaranty) and
(z) Persons not constituting Subsidiaries of Holdings in which Holdings
acquired an equity interest pursuant to a Permitted Acquisition (such guaranty
to be unsecured or secured only by the equity interest of Holdings in such
Person) and the guaranty of Obligations of any Credit Party,


and (iii) deleting the words “or Canada” used
twice in clause (4) of such defined term.


9.                                       The
defined term “Permitted Acquisition” in Section 1.1 of the Credit Agreement
is amended by (i) amending and restating subclause (B) of the proviso to clause
(1) thereof to read as follows:


(B) any such acquisition by Holdings or any
Unrestricted Subsidiary shall be only of assets located outside of the United
States or of equity interests of any Person that (i) is not incorporated,
organized or formed under the laws of the U.S., any State thereof, the United
States Virgin Islands or Puerto Rico and (ii) conducts no business,
directly or indirectly, in the U.S. (other than de minimis business)


, (ii) deleting the words “Non-Canadian
Foreign Subsidiary” used twice in clause (2) thereof and substituting therefor
the words “Foreign Subsidiary of the Borrower” and (iii) amending and restating
subclause (A) of the proviso to clause (2) thereof to read as
follows:


(A) the consideration
paid by the Borrower or such Wholly-Owned Subsidiary of the Borrower, as the
case may be, consists solely of (x) cash
(including proceeds of Revolving Loans to the extent permitted by
Section 7.17), (y) Earnout Obligations and (z) to the extent
permitted under Section 8.3(m), the issuance of unsecured Indebtedness in
an aggregate principal amount not to exceed 10% of the purchase price of such
acquisition,


10.                                 The
defined term “Qualified Subsidiary Guarantors” in Section 1.1 of the Credit
Agreement is amended by deleting the “(x)” and the words “or (y) under the laws
of Canada or a province thereof which is a Qualified Canadian Jurisdiction” in
such defined term.


11.                                 The
defined term “Security Agreements” in Section 1.1 of the Credit Agreement is
amended by deleting the words “each of” and “and each Canadian Security
Agreement” in such defined term.


12.                                 The
defined term “Subsidiaries Guaranty” in Section 1.1 of the Credit Agreement is
amended by deleting the words “each of” and “and each Canadian Subsidiaries
Guaranty” in such defined term.


13.                                 The
defined term “Subsidiary Guarantor” in Section 1.1 of the Credit Agreement is
amended by deleting the words “and each Canadian Subsidiary Guarantor” in such
defined term.


14.                                 The
defined term “Unrestricted Subsidiary” in Section 1.1 of the Credit Agreement
is amended by deleting the words “or a Canadian Subsidiary” in such defined
term.


15.                                 The
defined terms “WSC Ontario Assets” and “WSC Receivables” in Section 1.1 of
the Credit Agreement are deleted.


16.                                 The
defined terms “Earnout Obligations” and “Third Amendment Effective Date” are
added to Section 1.1 of the Credit Agreement in the correct alphabetical
order and read as follows:


Earnout Obligations shall mean earn-outs
and deferred compensation incurred in connection with any acquisition of a
Person or a business unit, division or product line of a Person (whether by
acquisition of equity interests or assets) under non-compete agreements,
consulting agreements, earn-out agreements and similar deferred compensation
arrangements (including such as may be contained in the purchase agreement for
such acquisition).  The unpaid amount of
Earnout Obligations to be determined at any time with respect to any such
acquisition shall be calculated on the basis of the maximum determinable amount
payable with respect to such acquisition, or such lesser amount thereof agreed
to by the Administrative Agent in its sole discretion.



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Third
Amendment Effective Date shall have the meaning given
to such term in the Amendment To Various Credit Documents, dated as of March
__, 2007, to certain of the Credit Documents.


17.                                 Section
2.5(i) of the Credit Agreement is amended by deleting the words “Effective Date”
in the first parenthetical therein and substituting therefor the words “Third
Amendment Effective Date”.


18.                                 Section
2.6(e) of the Credit Agreement is deleted in its entirety.


19.                                 Sections
5.1(d)(ii) and 5.1(s)(ii) of the Credit Agreement are deleted in their
entirety.


20.                                 Section 6.26
of the Credit Agreement is amended by (i) deleting clause (b) thereof and (ii)
relettering clause (c) thereof to clause (b).


21.                                 Section 6.29
of the Credit Agreement is amended by deleting the “(x)” and clause (y)
contained therein.


22.                                 A
new Section 6.33 is added to the Credit Agreement and reads as follows:


6.33         Guaranty
by Canadian Subsidiary.  From and at
all times after the Third Amendment Effective Date, no Canadian Subsidiary of
the Borrower was, directly or indirectly, a guarantor of, or otherwise liable
for or with respect to any Contingent Obligations in respect of, or a grantor
of Liens in any of its assets or property to secure, any Indebtedness or other
obligations or liabilities of (x) Holdings or any Domestic Subsidiary or (y)
any other Person incorporated, organized or formed under the laws of the U.S.,
any State thereof, the United States Virgin Islands or Puerto Rico if, with
respect to this clause (y), the effect thereof would give rise to “deemed
dividend” consequences under Section 956 of the Code (assuming for purposes of
this clause (y) that such Canadian Subsidiary had cumulative and/or current
earnings and profits (as defined in Section 964 of the Code) in its fiscal year
in which it entered into any such arrangements).


23.                                 Each
of Section 7.1(a) and Section 7.1(b) of the Credit Agreement is amended by (i)
deleting the comma immediately after the words “Annexes C, F, H, I, J or K of
the U.S. Security Agreement” contained therein and substituting therefor the
word “or” and (ii) deleting the words “or Schedules 2.1(1)(f), 2.1(1)(h),
4.1(d) or 4.1(e) (or any analogous Schedules) to any Canadian Security
Agreement” contained therein.  Section
7.1(a) of the Credit Agreement is further amended by (i) deleting the word “and”
immediately before clause (ii) of the first sentence of such Section 7.1(a) and
substituting a comma therefor and (ii) adding the following clause (iii)
thereto immediately before the period at the end of the first sentence of such
Section 7.1(a):


and (iii) commencing with the 2007 fiscal
year of Holdings, unaudited consolidating balance sheets and unaudited
consolidating statements of operations and cash flows of Holdings and its
Subsidiaries as of the close of such fiscal year and for such fiscal year,
together with a comparison to the corresponding financial statements of
Holdings and its Subsidiaries for the prior fiscal year, all in reasonable
detail and duly certified by a Responsible Officer of Holdings as having been
prepared in accordance with GAAP and fairly presenting the financial position
of Holdings and each of its Subsidiaries as at the date indicated and the
results of operations and cash flows of Holdings and each of its Subsidiaries
for the period indicated in conformity with GAAP


24.                                 Section
7.1(d) of the Credit Agreement is amended by (i) adding “(x)” immediately
before the words “not later than 60 days after the end of each fiscal year” at
the beginning of such section and (ii) adding the following words to the end of
such section immediately before the semicolon:


and (y) not later than 60 days after the end
of each fiscal year commencing with the fiscal year ending December 31, 2007,
annual consolidating projections for the Borrower and its Subsidiaries, in
reasonable detail, for the following fiscal year


25.                                 Section 7.1(f)(D)
of the Credit Agreement is amended by adding the words “of the Qualified Credit
Parties” immediately after each usage of the words “Rental Equipment” contained
therein.



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26.                                 Section
7.16 of the Credit Agreement is amended by (i) deleting the words “or
Wholly-Owned Canadian Subsidiary” in the first sentence thereof, (ii) deleting
the words “(i) in the case of any such Wholly-Owned Domestic Subsidiary,”
contained in the first sentence thereof and (iii) deleting clause (ii) of the
first sentence thereof.


27.                                 Section
7.17(a) of the Credit Agreement is amended by (i) adding the words “(including,
without limitation, Earnout Obligations)” immediately after each usage of the
words “to pay the purchase price or any other amounts” or the words “to pay the
purchase price and any other amounts” therein, (ii) adding the words “and the
calculation, in reasonable detail, of the amount of Earnout Obligations, if
any, with respect to such Permitted Acquisition” to the end of subclause (x) of
clause (vii) of the first sentence thereof immediately before “, (y)”, (iii)
adding the words “and the calculation, in reasonable detail, as of the date of
such certificate of the amount of Earnout Obligations (both paid and unpaid and
broken out separately) with respect to each Permitted Acquisition consummated
since the Effective Date” to the end of subclause (y) of clause (vii) of the
first sentence thereof immediately before “and (z)”, (iv) adding the words “and
the calculation, in reasonable detail, as of the date of such certificate of
the amount of Earnout Obligations (both paid and unpaid and broken out
separately) with respect to each Permitted Acquisition consummated during such
fiscal year” to the end of clause (vii) of the first sentence thereof
immediately before the period and (v) deleting the words “and Canada” and the
words “Non-Canadian” in clause (y) of the last sentence thereof.


28.                                 Each
of Section 7.17(b) and Section 7.17(c) of the Credit Agreement is amended by
deleting the words “Non-Canadian” where used therein.


29.                                 Section 7.20
of the Credit Agreement is amended by (i) deleting “(a)” at the beginning
of the first paragraph thereof and (ii) deleting clause (b) thereof.


30.                                 Section 7.21
of the Credit Agreement is amended by deleting the “(x)” and clause (y)
contained therein.


31.                                 Section 8.1(c)
of the Credit Agreement is amended by (i) deleting clause (ii) thereof and
relettering clauses (iii) and (iv) thereof to clauses (ii) and (iii) thereof,
(ii) deleting the words “Non-Canadian Foreign Subsidiary” where used in the
clause relettered to clause (ii) thereof and substituting therefor the words “Foreign
Subsidiary of the Borrower” and (iii) deleting the words “surviving corporation”
used in the clause relettered to clause (ii) thereof and substituting therefor
the words “surviving entity and continues to remain a Wholly-Owned Subsidiary
immediately after giving effect to such transaction”.


32.                                 Section
8.1(p) of the Credit Agreement is amended by (i) deleting the words “or a
Qualified Canadian Jurisdiction” in clause (i) thereof, (ii) deleting the word “Guarantor”
in clause (i) thereof and substituting therefor the words “which is a
Wholly-Owned Subsidiary” and (iii) deleting the words “Non-Canadian Foreign
Subsidiaries” and “Non-Canadian Foreign Subsidiary” used in clause (iii)
thereof and substituting therefor, respectively, the words “Foreign
Subsidiaries of the Borrower” and “Foreign Subsidiary of the Borrower”.


33.                                 The
last sentence of Section 8.1 of the Credit Agreement is amended by deleting the
words “or Canadian Subsidiaries” in the second parenthetical in such sentence.


34.                                 Section 8.2(n)
of the Credit Agreement is amended by deleting the words “Non-Canadian Foreign
Subsidiaries” contained therein and substituting therefor the words “Foreign
Subsidiaries of the Borrower”.


35.                                 Section
8.3(i) of the Credit Agreement is amended by (i) deleting the words “Non-Canadian
Foreign Subsidiaries” contained therein and substituting therefor the words “Foreign
Subsidiaries of the Borrower” and (ii) deleting the words “, any Domestic
Subsidiary or any Canadian Subsidiary” contained therein and substituting
therefor the words “or any Domestic Subsidiary”.



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36.                                 Section
8.4(d) of the Credit Agreement is amended by amending and restating such
section to read as follows:


(d)           Notwithstanding the foregoing, the
Borrower and its Domestic Subsidiaries and Canadian Subsidiaries may make
Capital Expenditures (which Capital Expenditures will not be included in any
determination under the foregoing clause (a), (b) or (c)) with the
insurance proceeds received by the Borrower or any of its Domestic Subsidiaries
from any Casualty Loss (or with respect to a Canadian Subsidiary, from any
damage, destruction, loss, condemnation, confiscation or taking) so long as
such Capital Expenditures are to replace or restore any properties or assets in
respect of which such proceeds were paid in accordance with Section 7.10.


37.                                 Section 8.5(k)
of the Credit Agreement is amended by deleting the words “Non-Canadian” in the
proviso thereto.


38.                                 Section
8.5(n) of the Credit Agreement is amended by deleting the words “Non-Canadian
Foreign Subsidiaries” where used in such section and substituting therefor the
words “Foreign Subsidiaries of the Borrower”.


39.                                 Section
8.5(o) of the Credit Agreement is amended by deleting the words “Non-Canadian
Foreign Subsidiaries” and “Non-Canadian Foreign Subsidiary” where used in such
section and substituting therefor, respectively, the words “Foreign
Subsidiaries of the Borrower” and “Foreign Subsidiary of the Borrower”.


40.                                 Section 8.5(q)
of the Credit Agreement is amended by deleting the words “Non-Canadian” where
used therein.


41.                                 Section
8.5 of the Credit Agreement is further amended by (i) deleting the word “and”
at the end of clause (s) thereof, (ii) renumbering clause (t) thereof as clause
(u) and replacing the phrase “clauses (a) through (s)” appearing therein with
the phrase “clauses (a) through (t)” and (iii) adding a new clause (t) that
reads as follows:


(t)            Holdings and its Domestic
Subsidiaries may make loans and advances to Canadian Subsidiaries of the
Borrower that are Wholly-Owned Subsidiaries in an amount not to exceed
$10,000,000 in the aggregate at any time outstanding, so long as each such loan
or advance is repaid within 180 days; and


42.                                 Section 8.6(i)
of the Credit Agreement is amended by adding the words “or any Canadian
Subsidiary of the Borrower” immediately after the words “(other than Holdings)”
in clause (2) thereof and immediately after the words “(other than in the
case of Holdings, the capital stock of the applicable Existing Non-Canadian
Foreign Subsidiary)” in clause (3) thereof.


43.                                 Section
8.12 of the Credit Agreement is amended by deleting the words “Non-Canadian”
where used therein.


44.                                 Section
8.14 of the Credit Agreement is amended by deleting the words “(but only in the
case of equity interests in Foreign Subsidiaries not constituting Canadian
Subsidiaries)” in clause (b) thereof and substituting therefor the words “(but
only in the case of equity interests in Foreign Subsidiaries and, limited
further with respect to equity interests in Foreign Subsidiaries of the
Borrower, only to a disposition thereof to Holdings by the owner (and not
issuer) of such equity interests and only if such disposition is otherwise
expressly permitted hereunder and involves all and not a portion of the equity
interests of such Foreign Subsidiary)”.


45.                                 Section
8.15 of the Credit Agreement is amended by deleting the words “Non-Canadian
Foreign Subsidiary” in the parenthetical in clause (iii) thereof  and substituting therefor the words “Foreign
Subsidiary of the Borrower”.


46.                                 Section 8.16
of the Credit Agreement is amended by (i) deleting the words “or Canadian
Subsidiaries” in the second line thereof and the words “or Canadian Subsidiary”
in clause (C) thereof, (ii) deleting clause (B) thereof  and (iii) relettering clause (C) thereof and
the reference to clause (C) in such clause to clause (B).



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47.                                 Section 8.17
of the Credit Agreement is amended by (i) deleting “(a)” at the beginning of
the first paragraph thereof and (ii) deleting clause (b) thereof in its
entirety.


48.                                 A
new Section 8.22 and a new Section 8.23 are added to the Credit Agreement
and read as follows:


8.22         Canadian
Subsidiary Guaranty or Equity Interest Pledge.  The Borrower will not (i) permit any
Canadian Subsidiary of the Borrower, directly or indirectly, to guaranty, or
otherwise incur or be liable for any Contingent Obligations in respect of, or
grant a Lien in any of its assets or property to secure, any Indebtedness or
other obligations or liabilities of (x) Holdings or any Domestic Subsidiary or
(y) any other Person incorporated, organized or formed under the laws of the
U.S., any State thereof, the United States Virgin Islands or Puerto Rico if,
with respect to this clause (y), the effect thereof would give rise to “deemed
dividend” consequences under Section 956 of the Code (assuming for purposes of
this clause (y) that such Canadian Subsidiary had cumulative and/or current
earnings and profits (as defined in Section 964 of the Code) in its fiscal year
in which it entered into any such arrangements) or (ii) grant or permit to
exist any Lien on any equity interests in any first tier Foreign Subsidiary of
the Borrower or of any of its Domestic Subsidiaries except as granted under the
U.S. Pledge Agreement.


8.23         Certain
Transactions with Canadian Subsidiaries. 
Notwithstanding anything contained herein to the contrary, none of
Holdings nor any Domestic Subsidiary shall directly or indirectly (i) guarantee
any Indebtedness or other obligations of any Canadian Subsidiary of the
Borrower or grant any Liens in any of its assets to secure any Indebtedness or
other obligations of any Canadian Subsidiary of the Borrower, except that
Holdings may guarantee Indebtedness or other obligations of any Canadian
Subsidiary of the Borrower or (ii) except as otherwise expressly permitted
hereunder, purchase any additional equity interests in any Canadian Subsidiary
of the Borrower.


49.                                 Section
11.21 of the Credit Agreement is deleted in its entirety and the following
shall be substituted therefor:


11.21                     [Intentionally
Omitted].


50.                                 Article
12 of the Credit Agreement is amended by (i) adding the words “or provide
other Bank Products” in the third line of Section 12.1 thereof immediately
after the words “to enter into Hedge Agreements”, (ii) adding the words “or
provision of such other Bank Products” in the fifth line of Section 12.1
thereof immediately after the words “entering into of such Hedge Agreements”,
(iii) deleting, where appropriate to reflect the intent of this Amendment,
the words “Obligations of the Borrower” where used in such Article and
substituting therefor the word “Obligations” and (iv) deleting, where
appropriate to reflect the intent of this Amendment, the word “Borrower” and
substituting therefor the words “applicable Credit Party”.


B.                                     the
U.S. Subsidiaries Guaranty is amended as follows:


1.                                       The
sixth WHEREAS clause of the U.S. Subsidiaries Guaranty is amended and restated
in its entirety to read as follows:


WHEREAS, (i) the Borrower and/or any other Credit
Parties may from time to time be party to one or more interest rate agreements
(including, without limitation, interest rate swaps, caps, floors, collars, and
similar agreements) (collectively, the “Interest Rate Agreements”) with
BofA, any Lender, any affiliate of any of the foregoing or a syndicate of
financial institutions organized by BofA or an affiliate of BofA (even if BofA
or any such Lender ceases to be a Lender under the Credit Agreement for any
reason), and any institution that participates, and in each case their
subsequent assigns, in such Interest Rate Agreement (collectively, the “Interest
Rate Creditors”) and (ii) the Borrower and/or any other Credit Parties
may from time to time be provided other Bank Products by BofA, any Lender or
any affiliate of any of the foregoing (any such Person that provides any such
other Bank Products, collectively, the “Other Bank Product Creditors”,
and the Interest Rate Creditors and the Other Bank Product Creditors,
collectively, the “Bank Product Creditors”, and the Bank Product
Creditors together with the Bank Creditors, collectively, the “Secured
Creditors”);


2.                                       The
eighth WHEREAS clause of the U.S. Subsidiaries Guaranty is amended by
(i) deleting the words “the Borrower’s entering into Interest Rate
Agreements” contained therein and substituting therefor the words “the Credit
Parties being provided Bank Products (including, without limitation, 



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                                                Interest
Rate Agreements)” and (ii) deleting the words “to induce the Interest Rate
Creditors to enter into Interest Rate Agreements with the Borrower” contained
therein and substituting therefor the words “to induce the Bank Product
Creditors to provide Bank Products to one or more Credit Parties”.


3.                                       Clause (i)
of Section 1 of the U.S. Subsidiaries Guaranty is amended by deleting the
words “Interest Rate Agreements” in the parenthetical at the end of such
clause (i) and substituting therefor the words “Bank Products”.


4.                                       Clause (ii)
of Section 1 of the U.S. Subsidiaries Guaranty is amended and restated in
its entirety to read as follows:


(ii) 
(x) to each Interest Rate Creditor the full and prompt payment when
due (whether at the stated maturity, by acceleration or otherwise) of all
obligations (including obligations which, but for any automatic stay under
Section 362(a) of the Bankruptcy Code, would become due) and liabilities
owing by any Credit Party under any Interest Rate Agreement, whether now in
existence or hereafter arising, and the due performance and compliance by each
Credit Party with all terms, conditions and agreements contained therein (all
such obligations and liabilities, the “Interest Rate Obligations”) and
(y) to each Other Bank Product Creditor the full and prompt payment when
due (whether at the stated maturity, by acceleration or otherwise) of all
obligations (including obligations which, but for any automatic stay under
Section 362(a) of the Bankruptcy Code, would become due) and liabilities
owing by any Credit Party under or with respect to any other Bank Products,
whether now in existence or hereafter arising or provided, and the due
performance and compliance by each Credit Party with all terms, conditions and
agreements contained therein or with respect thereto (all such obligations and
liabilities, the “Other Bank Product Obligations”, and the Other Bank
Product Obligations together with the Interest Rate Obligations, collectively,
the “Bank Product Obligations”, and the Bank Product Obligations
together with the Credit Agreement Obligations, collectively the “Guaranteed
Obligations”).


5.                                       The
U.S. Subsidiaries Guaranty is amended by (i) deleting, where appropriate
to reflect the intent of this Amendment, the words “Guaranteed Obligations of
the Borrower” where used therein and substituting therefor the words “Guaranteed
Obligations” and (ii) deleting, where appropriate in Sections 2, 3,
4, 5, 6, 9, 10, 11 and 21 thereof to reflect the intent of this Amendment, the
word “Borrower” and substituting therefor the words “applicable Credit Party”.


6.                                       Section 6(vi)
of the U.S. Subsidiaries Guaranty is amended and restated in its entirety to
read as follows:


(vi)          consent
to or waive any breach of, or any act, omission or default under any of the
Interest Rate Agreements, any agreements with respect to any other Bank
Products (such agreements, the “Other Bank Product Agreements” and
together with the Interest Rate Agreements, the “Bank Product Agreements”),
the Credit Agreement or any of the other Credit Documents or any of the
instruments or agreements referred to therein, or otherwise amend, modify or
supplement any of the Interest Rate Agreements, any of the Other Bank Product
Agreements, the Credit Agreement or any of the other Credit Documents or any of
such other instruments or agreements; and/or


7.                                       Section 12
of the U.S. Subsidiaries Guaranty is amended by (i) deleting the first
usage of the words “Interest Rate Obligations” therein and substituting
therefor the words “Bank Product Obligations with respect to Hedge Agreements (“Hedge
Agreement Obligations”)” and (ii) deleting the second usage of the
words “Interest Rate Obligations” therein and substituting therefor the words “Hedge
Agreement Obligations”.


8.                                       Section 13
of the U.S. Subsidiaries Guaranty is amended by adding the words “and the Other
Bank Product Creditors to provide other Bank Products” immediately after the
words “perform the Interest Rate Agreements” at the beginning of such Section.


9.                                       Section 14
of the U.S. Subsidiaries Guaranty is amended by deleting the words “Interest
Rate Agreements” contained therein and substituting therefor the words “Bank
Product Agreements”.



 8
 









10.                                 Section 17
of the U.S. Subsidiaries Guaranty is amended by (i) deleting the first
usage of the words “Interest Rate Obligations” therein and substituting
therefor the words “Hedge Agreement Obligations”, (ii) deleting the words “Interest
Rate Creditors” where used therein and substituting therefor the words “Bank
Product Creditors”, (iii) deleting the second and third usage of the words
“Interest Rate Obligations” therein and substituting therefor the words “Bank
Product Obligations” and (iv) deleting the words “all obligations
outstanding from time to time under the Interest Rate Agreements” at the end of
such Section and substituting therefor the words “the outstanding Hedge
Agreement Obligations”.


11.                                 Section 18
of the U.S. Subsidiaries Guaranty is amended by deleting the word “Interest
Rate Agreement” near the end thereof and substituting therefor the words “Bank
Product Agreement”.


12.                                 Section 20
of the U.S. Subsidiaries Guaranty is amended by deleting the words “Interest
Rate Creditor” used twice therein and substituting therefor the words “Bank
Product Creditor”.


C.                                     the
U.S. Security Agreement  is amended as
follows:


1.                                       The
tenth WHEREAS clause of the U.S. Security Agreement is amended and restated in
its entirety to read as follows:


WHEREAS, (i) the Borrower and/or any other Credit
Parties may from time to time be party to one or more interest rate agreements
(including, without limitation, interest rate swaps, caps, floors, collars, and
similar agreements) (collectively, the “Interest Rate Agreements”) with
BofA, any Lender, any affiliate of any of the foregoing or a syndicate of
financial institutions organized by BofA or an affiliate of BofA (even if BofA
or any such Lender ceases to be a Lender under the Credit Agreement for any
reason), and any institution that participates, and in each case their
subsequent assigns, in such Interest Rate Agreement (collectively, the “Interest
Rate Creditors”) and (ii) the Borrower and/or any other Credit Parties
may from time to time be provided other Bank Products by BofA, any Lender or
any affiliate of any of the foregoing (any such Person that provides any such
other Bank Products, collectively, the “Other Bank Product Creditors”,
and the Interest Rate Creditors and the Other Bank Product Creditors,
collectively, the “Bank Product Creditors”, and the Bank Product
Creditors together with the Bank Creditors, collectively, the “First Lien
Creditors”);


2.                                       Section
1.1(d) of the U.S. Security Agreement is amended by deleting the words “Non-Canadian”
where used therein.


3.                                       Section 2.11
of the U.S. Security Agreement is amended by adding after the words “Interest
Rate Agreements” the words “, in any other agreements with respect to any Bank
Products (such agreements, the “Other Bank Product Agreements” and
together with the Interest Rate Agreements, the “Bank Product Agreements”)”.


4.                                       Sections 7.4
(e) and (f) of the U.S. Security Agreement is amended by (i) deleting the
words “Interest Rate Creditors” and “Interest Rate Creditor” contained therein
and substituting therefor, respectively, the words “Bank Product Creditors” and
“Bank Product Creditor” and (ii) deleting the words “Interest Rate
Agreements” contained therein and substituting therefor the words “Bank Product
Agreements”.


5.                                       Section 8.2
of the U.S. Security Agreement is amended by (i) deleting the words “Interest
Rate Creditors” contained therein and substituting therefor the words “Bank
Product Creditors” and (ii) deleting the words “Interest Rate Agreements”
contained therein and substituting therefor the words “Bank Product Agreements”.


6.                                       The
defined term “Event of Default” in Article IX of the U.S. Security Agreement is
amended by (i) deleting the words “Interest Rate Agreement” used twice
therein and substituting therefor the words “Hedge Agreement constituting a
Bank Product Agreement” and (ii) deleting the words “an Interest Rate
Creditor” and substituting therefor the words “a Bank Product Creditor”.



 9
 









7.                                       The
defined term “First Lien Obligations” in Article IX of the U.S. Security
Agreement is amended by deleting the words “Interest Rate Obligations” and
substituting therefor the words “Bank Product Obligations”.


8.                                       The
defined term “Obligations” in Article IX of the U.S. Security Agreement is
amended by (i) adding the words “or other Bank Product Agreements”
immediately after the words “Interest Rate Agreements” in the last
parenthetical in clause (i) thereof and (ii) restating in its
entirety clause (ii) thereof to read as follows:


(ii)           the
full and prompt payment when due (whether at the stated maturity, by acceler­ation
or otherwise) of all obligations, liabilities and indebtedness (including,
without limitation, all interest that accrues after the commencement of any
case, proceeding or other action relating to the bankruptcy, insolvency,
reorganization or similar proceeding of any Assignor at the rate provided for
in the respective documentation, whether or not a claim for post-petition
interest is allowed in any such proceeding) owing by each Assignor to
(x) the Interest Rate Creditors under, or with respect to (including, in
the case of each Assignor that is a Guarantor, all such obliga­tions,
liabilities and indebtedness of such Assignor under the respective Guaranty to
which it is a party), each Interest Rate Agreement, whether such Interest Rate
Agreement is now in existence or hereafter arising, and the due performance and
compliance by such Assignor with all of the terms, condi­tions and agreements
contained therein (all such obligations, liabilities and indebtedness described
in this clause (ii)(x) being herein collectively called the “Interest
Rate Obligations”) and (y) the Bank Product Creditors under, or with
respect to (including, in the case of each Assignor that is a Guarantor, all
such obliga­tions, liabilities and indebtedness of such Assignor under the
respective Guaranty to which it is a party), each other Bank Product Agreement,
whether such Bank Product Agreement is now in existence or hereafter arising,
and the due performance and compliance by such Assignor with all of the terms,
condi­tions and agreements contained therein (all such obligations, liabilities
and indebtedness described in this clause (ii)(y) being herein
collectively called the “Other Bank Product Obligations”, and together
with all Interest Rate Obligations, the “Bank Product Obligations”);


9.                                       The
defined term “Required Secured Creditors” in Article IX of the U.S.
Security Agreement is amended by (i) deleting the first usage of the words
“Interest Rate Obligations” therein and substituting therefor the words “Bank
Product Obligations with respect to Hedge Agreements (“Hedge Agreement
Obligations”)” and (ii) deleting the second usage of the words “Interest
Rate Obligations” therein and substituting therefor the words “Bank Product
Obligations”.


10.                                 The
defined term “Secured Debt Agreements” in Article IX of the U.S. Security
Agreement is amended by deleting the words “the Interest Rate Agreements
entered into with an Interest Rate Creditor” and substituting therefor the
words “the Hedge Agreements constituting Bank Product Agreements entered into
with a Bank Product Creditor”.


11.                                 Section 10.1(d)
of the U.S. Security Agreement is amended by deleting the words “Interest Rate
Creditor” used twice therein and substituting therefor the words “Bank Product
Creditor”.


12.                                 Section 10.2
of the U.S. Security Agreement is amended by (i) deleting the first and
second usages of the words “Interest Rate Obligations” therein and substituting
therefor the words “Bank Product Obligations”, (ii) deleting the words “Interest
Rate Creditors” where used and substituting therefor the words “Bank Product
Creditors” and (iii) deleting the words “all Interest Rate Obligations
outstanding from time to time under the respective Interest Rate Agreements” where
used and substituting therefor the words “the outstanding Hedge Agreement
Obligations”.


13.                                 The
defined term “Termination Date” in Section 10.8 of the U.S. Security
Agreement is amended by (i) deleting the words “Interest Rate Creditor”
and substituting therefor the words “Bank Product Creditor” and
(ii) deleting the words “Interest Rate Agreements” and substituting
therefor the words “Hedge Agreements constituting Bank Product Agreements”.


14.                                 Section
10.8(b) of the U.S. Security Agreement is amended by deleting the words “or
Canadian Subsidiaries” in the fourth line thereof.


15.                                 Section
10.17 of the U.S. Security Agreement is deleted in its entirety.



 10
 









16.                                 Section 7
of Annex N to the U.S. Security Agreement is amended by adding the words ‘“Other
Bank Product Creditors,” “Bank Product Creditors,”‘ immediately after the words
‘“Interest Rate Creditors,”‘ contained therein.


D.                                    the
U.S. Pledge Agreement is amended as follows:


1.                                       The
third WHEREAS clause of the U.S. Pledge Agreement is amended by deleting the
words “of the Borrower” after the words “First Lien Obligations”.


2.                                       The
tenth WHEREAS clause of the U.S. Pledge Agreement is amended and restated in
its entirety to read as follows:


WHEREAS, (i) the Borrower and/or any other Credit
Parties may from time to time be party to one or more interest rate agreements
(including, without limitation, interest rate swaps, caps, floors, collars, and
similar agreements) (collectively, the “Interest Rate Agreements”) with
BofA, any Lender, any affiliate of any of the foregoing or a syndicate of
financial institutions organized by BofA or an affiliate of BofA (even if BofA
or any such Lender ceases to be a Lender under the Credit Agreement for any
reason), and any institution that participates, and in each case their subsequent
assigns, in such Interest Rate Agreement (collectively, the “Interest Rate
Creditors”) and (ii) the Borrower and/or any other Credit Parties may
from time to time be provided other Bank Products by BofA, any Lender or any
affiliate of any of the foregoing (any such Person that provides any such other
Bank Products, collectively, the “Other Bank Product Creditors”, and the
Interest Rate Creditors and the Other Bank Product Creditors, collectively, the
“Bank Product Creditors”, and the Bank Product Creditors together with
the Bank Creditors, collectively, the “First Lien Creditors”; and any
agreements with respect to any such other Bank Products, collectively, the “Other
Bank Product Agreements” and together with the Interest Rate Agreements,
the “Bank Product Agreements”);


3.                                       Section 1
of the U.S. Pledge Agreement is amended by (i) adding the words “or other
Bank Product Agreements” immediately after the words “Interest Rate Agreements”
in the last parenthetical in clause (i) thereof and (ii) restating in
its entirety clause (ii) thereof to read as follows:


(ii)           the
full and prompt payment when due (whether at the stated maturity, by acceler­ation
or otherwise) of all obligations, liabilities and indebtedness (including,
without limitation, all interest that accrues after the commencement of any
case, proceeding or other action relating to the bankruptcy, insolvency,
reorganization or similar proceeding of any Pledgor at the rate provided for in
the respective documentation, whether or not a claim for post-petition interest
is allowed in any such proceeding) owing by such Pledgor to (x) the
Interest Rate Creditors under, or with respect to, each Interest Rate
Agreement, whether such Interest Rate Agreement is now in existence or
hereafter arising, and the due performance and compliance by such Pledgor with
all of the terms, condi­tions and agreements contained therein, including, in
the case of Pledgors other than the Borrower, all obligations, liabilities and
indebtedness under the Holdings Secured Guaranty and Subsidiary Guaranty (as
applicable), in each case, in respect of the Interest Rate Agreements, and the
due performance and compliance by such Pledgor with all of the terms,
conditions and agreements contained therein (all such obligations, liabilities
and indebtedness described in this clause (ii)(x) being herein
collectively called the “Interest Rate Obligations”) and (y) the
Bank Product Creditors under, or with respect to, each other Bank Product
Agreement, whether such Bank Product Agreement is now in existence or hereafter
arising, and the due performance and compliance by such Pledgor with all of the
terms, condi­tions and agreements contained therein, including, in the case of
Pledgors other than the Borrower, all obligations, liabilities and indebtedness
under the Holdings Secured Guaranty and Subsidiary Guaranty (as applicable), in
each case, in respect of such other Bank Product Agreements, and the due
performance and compliance by such Pledgor with all of the terms, conditions
and agreements contained therein (all such obligations, liabilities and
indebtedness described in this clause (ii)(y) being herein collectively
called the “Other Bank Product Obligations”, and together with all
Interest Rate Obligations, the “Bank Product Obligations”);


4.                                       The
defined term “Event of Default” in Section 2 of the U.S. Pledge Agreement
is amended by (i) deleting the words “Interest Rate Agreement” used twice
therein and substituting therefor the words “Hedge Agreement constituting a
Bank Product Agreement” and (ii) deleting the words “an Interest Rate
Creditor” and substituting therefor the words “a Bank Product Creditor”.



 11
 









5.                                       The
defined term “First Lien Obligations” in Section 2 of the U.S. Pledge
Agreement is amended by deleting the words “Interest Rate Obligations” and
substituting therefor the words “Bank Product Obligations”.


6.                                       The
defined term “Stock” in Section 2 of the U.S. Pledge Agreement is amended by
(i) deleting clause (y) thereof and relettering clause (z) thereof to clause
(y), (ii) deleting the words “or a Canadian Corporation” in the clause
relettered to clause (y) and (iii) deleting the words “Non-Canadian” where used
in the clause relettered to clause (y).


7.                                       The
defined terms “Canadian Corporation” and “Non-Canadian Foreign Corporation” in
Section 2 of the U.S. Pledge Agreement are deleted and a new defined term “Foreign
Corporation” is added to such Section in the correct alphabetical order and
reads as follows:


“Foreign
Corporation” has the meaning set forth in the definition of “Stock”.


8.                                       The
last paragraph of Section 3.1 of the U.S. Pledge Agreement is amended by
deleting the words “Non-Canadian” where used in clause (i) of such paragraph.


9.                                       Section 5
of the U.S. Pledge Agreement is amended by deleting the words “Interest Rate
Agreement” contained therein and substituting therefor the words  “Hedge Agreement constituting a Bank Product
Agreement”.


10.                                 Section 11
of the U.S. Pledge Agreement is amended by deleting the words “Interest Rate
Agreements” and substituting therefor the words “Bank Product Agreements”.


11.                                 The
defined term “Termination Date” in Section 19 of the U.S. Pledge Agreement
is amended by (i) deleting the words “Interest Rate Creditor” and
substituting therefor the words “Bank Product Creditor” and (ii) deleting
the words “Interest Rate Agreements” and substituting therefor the words “Hedge
Agreements constituting Bank Product Agreements”.


12.                                 Section
19(b) of the U.S. Pledge Agreement is amended by deleting the words “or
Canadian Subsidiaries” in the fifth line thereof.


13.                                 Section 20(d)
of the U.S. Pledge Agreement is amended by deleting the words “Interest Rate
Creditor” used twice therein and substituting therefor the words “Bank Product
Creditor”.


14.                                 Notwithstanding
anything in the U.S. Pledge Agreement to the contrary, the pledge under the
U.S. Pledge Agreement in respect of capital stock of WSC shall be limited to
65% of WSC’s voting capital stock and 100% of WSC’s non-voting capital stock.


III.                                 Consent
to Amendment to Mortgages.  The
Administrative Agent, the Sub-Collateral Agents and the Lenders party hereto
hereby consent to the amendment of the Mortgages to reflect the agreement of
the Borrower described in the third WHEREAS clause hereof (including, without
limitation, with amendments thereto substantially similar to those provided
above for any one or more of the above Collateral Documents).


IV.                                 Releases.  Effective on the Third Amendment Effective
Date, the Administrative Agent, the Collateral Agent, the Sub-Collateral Agents
and the Aggregate Supermajority Lenders hereby (i) consent to (A) the
release of WSC from its obligations under the Canadian Subsidiaries Guaranty,
Canadian Security Agreement and Canadian Bank Control Agreement, (B) the
release of any and all Liens granted by WSC under any such agreements,
including, without limitation, the release and discharge of all security of WSC
pursuant to the deeds of hypothec, bonds and bond pledge agreements granted in
Quebec, Canada, (C) the termination of the Canadian Subsidiaries Guaranty,
Canadian Security Agreement and Canadian Bank Control Agreement, and
(D) the release of the Lien of the Collateral Agent under each of the U.S.
Security Agreement and the U.S. Pledge Agreement in certain of the equity
interests of WSC as provided in Part II(C) and Part II(D) above and
(ii) authorize each of the Collateral Agent and the Administrative Agent
to take such actions and enter into such agreements and documents and to file
such documents and instruments as may be necessary or, in their respective
reasonable judgment, desirable to effectuate the actions set forth in
clauses (A) through (D) above. 
Effective on the Third Amendment Effective Date, the releases of the
obligations and Liens described in clauses (A), (B) and (D) of the immediately
preceding sentence and the termination of the Canadian Subsidiaries Guaranty
and Canadian Security Agreement described in clause (C) of the immediately
preceding sentence shall be effective without any further action.  In furtherance of the foregoing, after the
Third Amendment Effective Date each of 



 12
 









                                                the
Collateral Agent and the Administrative Agent agrees, at the sole cost and
expense of the Borrower, to do all things that may be reasonably requested by
the Borrower to terminate, or evidence the termination of, the Canadian Subsidiaries
Guaranty, Canadian Security Agreement and Canadian Bank Control Agreement and
to further effect and evidence of record the foregoing Lien releases
(including, but not limited to, the release and discharge of all security of
WSC pursuant to the deeds of hypothec, bonds and bond pledge agreements granted
in Quebec, Canada), including the filing of PPSA and other termination and
release documents with respect to the Lien of the Collateral Agent in the
assets and property of WSC that has been released under this Part IV.  The Borrower agrees to deliver to the
Administrative Agent, no later than 35 days after the Third Amendment Effective
Date, an instrument, in form and substance reasonably satisfactory to the
Administrative Agent, releasing WSC as a guarantor under the Indenture, dated
as of September 29, 2005, among the Borrower, certain of its affiliates as
guarantors and The Bank of New York, as trustee, with respect to the Borrower’s
81⁄2% Senior Notes due 2015.


V.                                     Miscellaneous.


1.             In order to induce the Administrative Agent, the
Collateral Agent, the Sub-Collateral Agents and the Aggregate Supermajority
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 Third Amendment Effective Date (as defined below), both immediately
before and immediately after giving effect thereto;


(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 Third 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 Third 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); and


(c)           effective on the Third Amendment
Effective Date (and after giving effect to this Amendment), no Canadian
Subsidiary is, directly or indirectly, guaranteeing, or otherwise liable for
any Contingent Obligations in respect of, or the grantor of Liens in any of its
assets or property securing, any Indebtedness or other obligations or liabilities
of Holdings, any Domestic Subsidiary or any other Person incorporated,
organized or formed under the laws of the U.S., any State thereof, the United
States Virgin Islands or Puerto Rico.


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
INTERNAL LAW OF THE STATE OF NEW YORK.


5.             This Amendment shall become effective on the date (the “Third
Amendment Effective Date”) when the following conditions have been
satisfied:


(i)            each
Credit Party (other than WSC), the Administrative Agent, the Collateral Agent,
the Sub-Collateral Agents and the Aggregate Supermajority Lenders shall have
signed a counterpart hereof (whether the same or different counterparts) and
shall have delivered (including by way of facsimile or electronic transmission)
the same to Kaye Scholer LLP, 425 Park Avenue, New York, NY 10036,
Attention:  Paul Somelofske (facsimile
number:  212-836-7152 and e-mail
address:  psomelofske@kayescholer.com); and


(ii)           the Administrative
Agent shall have received a pro forma Borrowing Base Certificate as of the last
day of the calendar month for which a Borrowing Base Certificate was most
recently delivered to the Administrative Agent under the Credit Agreement
computing the Borrowing Base as of such day as if WSC were not a Qualified
Credit Party as of such day.



 13
 









6.             The Credit Agreement is hereby ratified and confirmed
and, except as herein agreed, remains in full force and effect in accordance
with its terms.


7.             At all times on and after the Third Amendment Effective
Date, all references in the Credit Agreement and each of the other Credit
Documents to the Credit Agreement and the other Credit Documents intended to be
amended by this Amendment shall be deemed to be references to the Credit
Agreement and such other Credit Documents 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.


*     *    
*



 14
 









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.


	
  

  	
   

  	
  WILLIAMS SCOTSMAN INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Scott W. Becker

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Vice President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WILLIAMS SCOTSMAN, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Scott W. Becker

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Vice President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WILLSCOT EQUIPMENT, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  WILLIAMS SCOTSMAN, INC., as Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Scott W. Becker

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Vice President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SPACE MASTER INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Scott W. Becker

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Vice
  President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TRUCK &
  TRAILER SALES, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Scott W. Becker

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Vice President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EVERGREEN MOBILE COMPANY

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Scott W. Becker

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Vice President and Treasurer

  



 



 15















	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH 6, 2007, AMONG WILLIAMS SCOTSMAN INTERNATIONAL,
  INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY TO THE CREDIT AGREEMENT,
  BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BANK OF AMERICA, N.A., Individually and as
  Administrative Agent and Collateral Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Kevin W. Corcoran

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 16
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS, Individually
  and as a Sub-Collateral Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Marguerite Sutton

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 
  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stephen R. Lapidus

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 
  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



 17
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BT COMMERCIAL CORPORATION, as a Sub-Collateral Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Frank Fazio

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



 18
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CITICORP USA, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



 19
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WELLS FARGO BANK, N.A.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Reginald Goldsmith III

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 20
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LEHMAN COMMERCIAL PAPER INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Diane Albanese

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 21
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Dionne Rice

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



 22
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT,           N.A.,
  AS ADMINISTRATIVE AGENT, AND CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE CIT GROUP/BUSINESS CREDIT, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Evelyn Kusold

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



 23
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GMAC COMMERCIAL FINANCE LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Robert McIntyre

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



 24
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MERRILL LYNCH CAPITAL, a division of Merrill Lynch
  Business Financial Services Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Andrew C. Sepe

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



 25
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GE CAPITAL CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Rebecca A. Ford

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Duly
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



 26
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ John M. Hariaczyi

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 27
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NATIONAL CITY BUSINESS CREDIT, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Michael P. McNeirney

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 28
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HSBC BUSINESS CREDIT (USA) INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Dan R. Bueno

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  VP —
  Asset Based Lending

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 29
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PNC BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Craig Sheetz

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 30















 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LASALLE BUSINESS CREDIT, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Jay Schweiger

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 31
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TEXTRON FINANCIAL CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Chris Grivakis

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Senior Account Executive

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 32
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SIEMENS FINANCIAL SERVICES, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Mark Picillo

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 33
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UPS CAPITAL CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Courtney Alexander

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Director of Portfolio Management

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



 34
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SUNTRUST BANK

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Mark Pickering

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 35
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WEBSTER BUSINESS CREDIT CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Walter Stockhecker

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



 36
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SANDY SPRING BANK

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Roy S. Lewis

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



 37
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CIBC, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Gerald Girardi

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 38
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FIRST DOMINION FUNDING II

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



 39
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FIRST DOMINION FUNDING III

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



 40
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ATRIUM V

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Credit Suisse Alternative Capital, 

  as collateral manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



 41
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KATONAH III, LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Sankaty Advisors, LLC as Sub-Advisor

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 42
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KATONAH IV, LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Sankaty Advisors, LLC as Sub-Advisor

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 43
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LOAN FUNDING XI LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Sankaty Advisors, LLC as Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



 44
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KATONAH VII CLO, LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Katonah Debt Advisors, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 45















 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FLAGSHIP CLO V

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Deutsche Asset Managment, Inc., as Subadvisor

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


 



 46
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GE CFS LOAN HOLDING 2006-3 LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Amanda J. Van Heyst

  
	
   

  	
   

  	
   

  	
   

  	
  Title:  Duly
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


 



 47
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FIRST 2004-II CLO, LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  TCW Advisors, Inc., its Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


 



 48
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FIRST 2004-I CLO, LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  TCW Advisors, Inc., its Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 49
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VELOCITY CLO, LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  TCW Advisors, Inc., its Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



 50
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CSAM FUNDING I

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


 



 51
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RACE POINT CLO, LIMITED

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Sankaty Advisors, LLC as Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


 



 52
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RACE POINT II CLO, LIMITED

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Sankaty Advisors, LLC as Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



 53
 









 


 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EATON VANCE SENIOR INCOME TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Eaton Vance Management as Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



 54
 









 


 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EATON VANCE SENIOR FLOATING-RATE TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Eaton Vance Management as Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



 55
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EATON VANCE FLOATING-RATE INCOME TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Eaton Vance Management as Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 56
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EATON VANCE INSTITUTIONAL SENIOR LOAN FUND

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Eaton Vance Management as Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



 57















 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EATON VANCE LIMITED DURATION INCOME FUND

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Eaton Vance Management as Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 58
 









 


 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EATON VANCE SHORT DURATION DIVERSIFIED INCOME FUND

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Eaton Vance Management as Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 59
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EATON VANCE VARIABLE LEVERAGE FUND LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
  Eaton Vance Management as Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 60
 









 


 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EATON VANCE VT FLOATING-RATE INCOME FUND

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Eaton Vance Management as Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 61
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GRAYSON & CO

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Boston Management and Research as Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 62
 









 


 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BIG SKY III SENIOR LOAN TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Eaton Vance Management as Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 63
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HARBOUR TOWN FUNDING LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 64
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SENIOR DEBT PORTFOLIO

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Boston Management and Research as Investment Advisor

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



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  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NUVEEN FLOATING RATE INCOME FUND

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Symphony Asset Management, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



 66
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NUVEEN SENIOR INCOME FUND

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Symphony Asset Management, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



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  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE NORINCHUKIN BANK, NEW YORK BRANCH, through State
  Street Bank and Trust Company as Fiduciary Custodian.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Eaton Vance Management, Attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



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  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LIGHTPOINT CLO III, LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Lightpoint Capital Management LLC 

  as Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



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  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WIND RIVER CLO II LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  McDonnell Investment Management, LLC, as Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



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  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OAK HILL CREDIT PARTNERS I, LIMITED

  	
   

  	
   

  	
   

  	
  OAK HILL CREDIT PARTNERS II, LIMITED

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  Oak Hill CLO Management I, LLC

  as Investment Manager

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  Oak Hill CLO Management II, LLC

  as Investment Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Scott D. Krase

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Scott D. Krase

  
	
   

  	
   

  	
  Name: Scott D. Krase

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name: Scott D. Krase

  
	
   

  	
   

  	
  Title:   Authorized Person

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:   Authorized Person

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OAK HILL CREDIT PARTNERS III, LIMITED

  	
   

  	
   

  	
   

  	
  OAK HILL CREDIT PARTNERS IV, LIMITED

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  Oak Hill CLO Management III, LLC

  as Investment Manager

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  Oak Hill CLO Management IV, LLC

  as Investment Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Scott D. Krase

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Scott D. Krase

  
	
   

  	
   

  	
  Name: Scott D. Krase

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name: Scott D. Krase

  
	
   

  	
   

  	
  Title:   Authorized Person

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:   Authorized Person

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SMBC MVI SPC,

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  on behalf of and for the account of Segregated
  Portfolio No. 1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  Oak Hill Separate Account Management I, LLC as
  Investment Manager

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Scott D. Krase

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Scott D. Krase

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:   Authorized
  Person

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



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  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LONG LANE MASTER TRUST IV

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



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  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LOAN FUNDING XIII LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



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  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VITESSE CLO LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  TCW Advisors, as its Portfolio Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 74
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TCW SENIOR SECURED LOAN FUND

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  TCW Advisors, Inc., its Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



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  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TCW SELECT LOAN FUND LIMITED

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  TCW Advisors, Inc., its Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



 76
 









 


	
  

  	
   

  	
  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MADISON PARK FUNDING III, LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  Credit Suisse Alternative Capital, Inc., as
  collateral manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



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  SIGNATURE PAGE TO THE AMENDMENT TO VARIOUS CREDIT
  DOCUMENTS, DATED AS OF MARCH    , 2007, AMONG WILLIAMS
  SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN LENDERS PARTY
  TO THE CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, AND
  CERTAIN OTHER PERSONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CHATHAM LIGHT III

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



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