Exhibit 10.4


 


EXECUTION COPY


 




 


 





AMENDED AND RESTATED U.S.
SECURITY AGREEMENT


 


 


among


 


 


WILLIAMS SCOTSMAN
INTERNATIONAL, INC.,


 


WILLIAMS SCOTSMAN, INC.,


 


CERTAIN SUBSIDIARIES


 


 


and


 


 


BANK OF AMERICA, N.A.


as COLLATERAL AGENT


 


 










 


Dated as of March 26,
2002


 


and


 


Amended and Restated as
of August 18, 2003


 


and


 


Amended and Restated as
of June 28, 2005


 










 




 





 





















 


AMENDED AND RESTATED U.S.
SECURITY AGREEMENT


 


AMENDED AND RESTATED U.S. SECURITY AGREEMENT, dated as of March 26,
2002, amended and restated as of August 18, 2003, and amended and restated
as of June 28, 2005 (such date hereinafter being referred to as the “Amendment
and Restatement Effective Date”), made by each of the undersigned assignors
(each an “Assignor” and, together with any other entity that becomes an
assignor hereunder pursuant to Section 10.14 hereof, the “Assignors”) in
favor of Bank of America, N.A. (“BofA”), as Collateral Agent, for the
benefit of the Secured Creditors (as defined below), and acknowledged and
agreed to by U.S. Bank National Association, as trustee (together with any
successor trustee, the “Senior Secured Notes Trustee”) for the benefit
of the holders from time to time of the Senior Secured Notes (as defined
below).  Except as otherwise defined
herein, all capitalized terms used herein and defined in the Credit Agreement
(as defined below) shall be used herein as therein defined (or, at any time on
or after the first date when all Credit Document Obligations (as defined below)
shall have been repaid in full and all Letters of Credit have been terminated
or cash collateralized in a manner satisfactory to the Administrative Agent and
the Total Commitments under the Credit Agreement have been terminated and
thereafter for so long as no Credit Agreement is in effect, the Credit Agreement
as in effect on such date immediately prior to such repayment and termination,
provided that all determinations required to be made to the satisfaction of the
Administrative Agent and all matters required to be acceptable to the
Administrative Agent in each case as provided in any such definition shall,
after such date, instead be required to be made to the satisfaction of the
Collateral Agent or be required to be acceptable to the Collateral Agent, as
the case may be).


 


W I T N E S S E T H:


 


WHEREAS, Williams Scotsman International, Inc. (formerly known as
Scotsman Holdings, Inc.) (“Holdings”) and Williams Scotsman, Inc. (the “Borrower”)
are parties to a certain Credit Agreement, dated as of March 26, 2002, with the
lenders party thereto, Deutsche Bank Trust Company Americas (“DBTCA”),
as administrative agent, and certain other Persons, as amended by a First
Amendment, dated as of February 27, 2003, a Second Amendment, dated as of
August 11, 2003, a Third Amendment, dated as of December 22, 2003, a Fourth
Amendment, dated as of September 24, 2004 and a Fifth Amendment, dated as of
April 15, 2005 (as so amended, the “Existing Credit Agreement”);


 


WHEREAS, the Assignors (other than Holdings) and the Senior Secured
Notes Trustee have entered into an Indenture, dated as of August 18, 2003 (as
amended, modified or supplemented from time to time, the “Senior Secured
Notes Indenture”), providing for (i) the issuance by the Borrower of its
10% Senior Secured Notes due 2008 and all Senior Secured Notes issued upon any
exchange offer as contemplated in the Senior Secured Notes Indenture (the “Senior
Secured Notes”) to the holders thereof from time to time (the “Senior
Secured Noteholders” and, together with the Senior Secured Notes Trustee,
the “Second Lien Creditors” and, together with the First Lien Creditors,
the “Secured Creditors”) and (ii) the guaranty by the Guarantors (as
defined in the Senior Secured Notes Indenture) and the Subordinated Guarantor


 





















 


(as defined in the Senior Secured Notes Indenture) of the
Borrower’s obligations under the Senior Secured Notes Indenture and the Senior
Secured Notes (each such guaranty, together with the Senior Secured Notes
Indenture and the Senior Secured Notes, are herein called the “Senior
Secured Notes Documents”);


 


WHEREAS, pursuant to the Holdings Secured Guaranty, Holdings has
guaranteed to the First Lien Creditors the payment when due of all Guaranteed
Obligations as described therein;


 


WHEREAS, pursuant to the U.S. Subsidiaries Guaranty, each Subsidiary
Guarantor has jointly and severally guaranteed to the First Lien Creditors the
payment when due of all Guaranteed Obligations as described therein;


 


WHEREAS, each Assignor and DBTCA, as collateral agent, entered into the
U.S. Security Agreement, dated as of March 26, 2002 and amended and restated as
of August 18, 2003 (as amended, modified or supplemented through, but
not including, the Amendment and Restatement Effective Date, the “Original
U.S. Security Agreement”), pursuant to which the Assignors granted a
security interest in the Collateral for the benefit of the Secured Creditors
under, and as defined in, the Original U.S. Security Agreement;


 


WHEREAS, it was a condition precedent to the making of loans to, and
the issuance of, and participation in, letters of credit for the account of the
Borrower under the Existing Credit Agreement that each Assignor shall have
executed and delivered to the Collateral Agent (as defined therein) the
Original U.S. Security Agreement;


 


WHEREAS, it was a condition precedent to the issuance of the Senior
Secured Notes by the Borrower under the Senior Secured Notes Indenture that
each Assignor (other than Holdings) shall have executed and delivered the
Original U.S. Security Agreement;


 


WHEREAS, BofA and DBTCA have purchased from the other lenders party to
the Existing Credit Agreement all of such lenders’ right, title and interest in
and to the Existing Credit Agreement and the documents and instruments executed
and delivered in connection therewith (with certain exceptions), all pursuant
to a certain Assignment and Assumption Agreement (the “Bank Assignment
Agreement”), dated as of the Amendment and Restatement Effective Date,
among BofA, DBTCA, the other lenders party to the Existing Credit Agreement,
the administrative agent and collateral agent under the Existing Credit
Agreement, the Borrower and Holdings;


 


WHEREAS, Holdings, the Borrower, the financial institutions from time
to time party thereto (the “Lenders”), BofA, as Administrative Agent
(together with any successor administrative agent, the “Administrative Agent”),
DBTCA, as Syndication Agent, Citicorp USA, Inc., Wells Fargo Bank, N.A. and
Lehman Commercial Paper, Inc., as Co-Documentation Agents, and Banc of America
Securities LLC and Deutsche Bank Securities Inc., as Co-Lead Arrangers and
Joint Book Runners, desire to amend and restate the Existing Credit Agreement
in its entirety and have entered into an Amended and Restated Credit Agreement,
dated as of the Amendment and Restatement Effective Date, (as further amended,
modified, extended, renewed, replaced, restated or supplemented from time to
time, and including any agreement or


 


2





















 


agreements extending the maturity of, or refinancing
or restructuring (including, but not limited to, the inclusion of additional
borrowers or guarantors thereunder or any increase in the amount borrowed) all
or any portion of, the indebtedness under such agreement or any successor
agreement or agreements, whether or not with the same agent, trustee,
representative, lenders or holders, the “Credit Agreement”), providing
for the amendment and restatement of the Existing Credit Agreement and the
making of Loans and the issuance of, and participation in, Letters of Credit
for the account of the Borrower as contemplated therein (the Lenders, each
Issuing Lender, the Administrative Agent and its affiliates, the Collateral
Agent and each other Agent (as defined in the Credit Agreement) are herein
called the “Bank Creditors”);


 


WHEREAS, the Borrower 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 thereof 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 the Interest Rate Creditors together
with the Bank Creditors, collectively, the “First Lien Creditors”);


 


WHEREAS, pursuant to the Bank Assignment Agreement, DBTCA, as
collateral agent under the Original U.S. Security Agreement, assigned and
transferred all of its right, title and interest in and to the Original U.S.
Security Agreement to the Collateral Agent.


 


WHEREAS, it is a condition precedent to the amendment and restatement
of the Existing Credit Agreement as contemplated by the Credit Agreement and to
the making of Loans to, and the issuance of, and participation in, Letters of
Credit for the account of the Borrower under the Credit Agreement that the
Original U.S. Security Agreement be amended and restated in its entirety;


 


NOW, THEREFORE, the parties hereto agree that the Original U.S.
Security Agreement shall be and hereby is amended and restated in its entirety
as follows:


 


ARTICLE I


 


SECURITY INTERESTS


 


1.1.  Grant
of Security Interests.  (a)  As security for
the prompt and complete payment and performance when due of all of its
Obligations, each Assignor does hereby assign and transfer unto the Collateral
Agent, and does hereby pledge and grant to the Collateral Agent, for the
benefit of the Secured Creditors (and, to the extent the following constitutes “Collateral”
under, and as defined in, the Original U.S. Security Agreement, does hereby
reconfirm (without interruption) its assignment, transfer, pledge and grant to
the Collateral Agent under the Original U.S. Security Agreement of), a
continuing security interest in all of the right, title and interest of such
Assignor in, to and under all of the following personal property and fixtures
(and all rights therein) of such Assignor, or in which or to which such
Assignor has any rights, in each case whether now existing or hereafter from
time to time acquired:


 


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  (i)

  	
  each and every
  Account;

  
	
   

  	
   

  
	
  (ii)

  	
  all cash;

  
	
   

  	
   

  
	
  (iii)

  	
  the Cash
  Collateral Account and all moneys, securities, Instruments and other
  investments deposited or required to be deposited in the Cash Collateral
  Account;

  
	
   

  	
   

  
	
  (iv)

  	
  all Chattel
  Paper (including without limitation all Tangible Chattel Paper and all
  Electronic Chattel Paper);

  
	
   

  	
   

  
	
  (v)

  	
  all Commercial
  Tort Claims;

  
	
   

  	
   

  
	
  (vi)

  	
  all computer
  programs of such Assignor and all intellectual property rights therein and
  all other proprietary information of such Assignor, including but not limited
  to Trade Secret Rights;

  
	
   

  	
   

  
	
  (vii)

  	
  all Contracts,
  together with all Contract Rights arising thereunder;

  
	
   

  	
   

  
	
  (viii)

  	
  all Copyrights;

  
	
   

  	
   

  
	
  (ix)

  	
  all Equipment;

  
	
   

  	
   

  
	
  (x)

  	
  all Units and
  Unit Certificates and MSO’s;

  
	
   

  	
   

  
	
  (xi)

  	
  all Documents;

  
	
   

  	
   

  
	
  (xii)

  	
  all General
  Intangibles;

  
	
   

  	
   

  
	
  (xiii)

  	
  all Goods;

  
	
   

  	
   

  
	
  (xiv)

  	
  all Instruments;

  
	
   

  	
   

  
	
  (xv)

  	
  all Inventory;

  
	
   

  	
   

  
	
  (xvi)

  	
  all Investment
  Property;

  
	
   

  	
   

  
	
  (xvii)

  	
  all
  Letter-of-Credit Rights (whether or not the respective letter of credit is
  evidenced by a writing);

  
	
   

  	
   

  
	
  (xviii)

  	
  all Marks,
  together with the registrations and right to all renewals thereof, and the
  goodwill of the business of such Assignor symbolized by the Marks;

  
	
   

  	
   

  
	
  (xix)

  	
  all Patents;

  
	
   

  	
   

  
	
  (xx)

  	
  all Permits;

  



 


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  (xxi)

  	
  all Software and
  all Software licensing rights, all writings, plans, specifications and
  schematics, all engineering drawings, customer lists, goodwill and licenses,
  and all recorded data of any kind or nature, regardless of the medium of
  recording;

  
	
   

  	
   

  
	
  (xxii)

  	
  all Supporting
  Obligations;

  
	
   

  	
   

  
	
  (xxiii)

  	
  all of such
  Assignor’s Collection Accounts and Lock Box Addresses and all of such
  Assignor’s interest in any Collection Account, and all moneys, securities and
  instruments deposited or required to be deposited in such Collection Accounts
  or Lock Box Addresses;

  
	
   

  	
   

  
	
  (xxiv)

  	
  the Disbursement
  Account and all moneys deposited or required to be deposited in such
  Disbursement Account;

  
	
   

  	
   

  
	
  (xxv)

  	
  the
  Concentration Account and all moneys, securities and instruments deposited or
  required to be deposited in such Concentration Account;

  
	
   

  	
   

  
	
  (xxvi)

  	
  each Collection
  Bank Agreement to which such Assignor is a party and each other agreement
  entered into by such Assignor with any Collection Bank and all rights of such
  Assignor under each such agreement;

  
	
   

  	
   

  
	
  (xxvii)

  	
  the
  Concentration Account Agreement and each other agreement entered into by such
  Assignor with the Concentration Account Bank and all rights of such Assignor
  under each such agreement;

  
	
   

  	
   

  
	
  (xxviii)

  	
  the BofA Account
  and all moneys, securities and instruments deposited or required to be
  deposited in the BofA Account;

  
	
   

  	
   

  
	
  (xxix)

  	
  all other
  Deposit Accounts and all other demand, deposit, time, savings, cash
  management, passbook and similar accounts maintained by such Assignor with
  any Person and all moneys, securities, Instruments and other investments
  deposited or required to be deposited in any of the foregoing; and

  
	
   

  	
   

  
	
  (xxx)

  	
  all Proceeds and
  products of any and all of the foregoing (all of the above, the “Collateral”).

  



 


(b)                                                         The security interest of the Collateral
Agent under this Agreement extends to all Collateral which any Assignor may
acquire, or with respect to which any Assignor may obtain rights, at any time
during the term of this Agreement.


 


(c)                                                          Notwithstanding anything to the contrary
contained in this Section 1.1 or elsewhere in this Agreement, in the event of
any conflict between the provisions of this Agreement, the Intercreditor
Agreement or any other Collateral Document and the provisions of the Senior
Secured Notes Documents, the terms of this Agreement, the Intercreditor
Agreement and the other Collateral Documents shall prevail.


 


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(d)                                                         Notwithstanding anything to the contrary
contained above or elsewhere in this Agreement, with respect to each
Non-Canadian Foreign Subsidiary, if, at any time, the pledge and assignment as
otherwise contemplated herein of more than 66-2/3% of the voting capital stock
of such Non-Canadian Foreign Subsidiary would give rise to “deemed dividend”
tax consequences under Section 956 of the Code, then not more 65% of the
outstanding voting capital stock (plus 100% of the non-voting capital stock) of
such Non-Canadian Foreign Subsidiary shall be required to be pledged pursuant
to this Agreement.


 


(e)                                                          Notwithstanding anything to the contrary
contained in this Agreement, (w) the Second Lien Creditors shall not have
a security interest in, and the grant of security interests pursuant to this
Agreement for the benefit of the Second Lien Creditors shall not extend to, any
Second Lien Excluded Collateral, and with respect to the Second Lien Creditors
the term “Collateral” shall not include the Second Lien Excluded Collateral,
(x) the term “Collateral” with respect to the Second Lien Obligations shall not
include any Collateral owned by Holdings or in which Holdings has any direct
right, title or interest, the grant or pledge of security interests hereunder
by Holdings shall be solely for the benefit of the First Lien Creditors and
shall not secure any of the Second Lien Obligations and Holdings shall not be
an Assignor with respect to the Second Lien Obligations for any purpose
whatsoever, (y) to the extent that the granting or perfecting of any assets or
property of the Assignors acquired after August 18, 2003 requires the consent
of a third party that has not been obtained after the Assignors (other than
Holdings) have used commercially reasonable efforts to obtain such consent, the
Second Lien Creditors shall not have a security interest in, and the grant of
security interest pursuant to this Agreement for the benefit of the Second Lien
Creditors shall not extend to, any such property or assets and (z) to the
extent that a security interest in favor of the Second Lien Creditors cannot be
granted or perfected in certain assets or property of the Assignors under
applicable law, the Second Lien Creditors shall not have a security interest
in, and the grant of security interest pursuant to this Agreement for the
benefit of the Second Lien Creditors shall not extend to, any such assets or
property.


 


(f)                                                            Notwithstanding anything to the contrary
contained in this Agreement, to the extent that the granting or perfecting of
any Contracts or Contract Rights requires the consent of a third party that has
not been obtained, the Secured Creditors shall not have a security interest in,
and the grant of security interest pursuant to this Agreement for the benefit
of the Secured Creditors shall not extend to, any of such Assignor’s rights or
interests in any such Contract to which any Assignor is a party or any of its
Contract Rights thereunder if and for so long as the grant of such security
interest shall constitute or result in (i) the abandonment, invalidation
or unenforceability of any right, title or interest of any Assignor therein or
(ii) in a breach or termination pursuant to the terms of, or a default under,
any such Contract (other than to the extent that any provision prohibiting such
Assignor from granting a security interest in its rights and interests
thereunder in favor of the Collateral Agent would be rendered ineffective
pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor
provision or provisions) of any relevant jurisdiction or any other applicable
law (including the Bankruptcy Code) or principles of equity); provided
that such security interest shall attach immediately at such time as the
condition causing such abandonment, invalidation or unenforceability shall be
remedied and to the extent severable, shall attach immediately to any portion
of such Contract and Contract Rights that does not result in any of the
consequences specified in (i) or (ii) above; provided,


 


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further, that any Account or any money or other
amounts due or to become due to such Assignor under any such license, contract
or agreement shall at no time be excluded from the Collateral or the security
interest granted by such Assignor hereunder in favor of the Collateral
Agent.  The Assignors shall use
commercially reasonable efforts to obtain any consent referred to in the
preceding sentence.


 


(g)                                                         Notwithstanding anything to the contrary
contained in this Agreement, the Secured Creditors shall not have a security
interest in, and the grant of security interest pursuant to this Agreement for the
benefit of the Secured Creditors shall not extend to, and the term “Collateral”
shall not include any Holdings Excluded Collateral.


 


1.2.  Power of Attorney. 
Each Assignor hereby constitutes and appoints the Collateral Agent its
true and lawful attorney, irrevocably, with full power after the occurrence of
and during the continuance of an Event of Default (in the name of such Assignor
or otherwise) to act, require, demand, receive, compound and give acquittance
for any and all moneys and claims for moneys due or to become due to such
Assignor under or arising out of the Collateral, to endorse any checks or other
instruments or orders in connection therewith, to make changes in the Unit
Certificate of any Unit which the Collateral Agent deems necessary or
advisable, including, without limitation, changing the ownership thereof to the
Collateral Agent or making a notation of the Collateral Agent’s interest
thereon, and to file any claims or take any action or institute any proceedings
which the Collateral Agent may deem to be necessary or advisable to protect the
interests of the Secured Creditors, which appointment as attorney is coupled
with an interest.


 


ARTICLE II


 


GENERAL
REPRESENTATIONS, WARRANTIES AND COVENANTS


 


Each Assignor represents, warrants and covenants, which
representations, warranties and covenants shall survive execution and delivery
of this Agreement, as follows:


 


2.1.  Necessary Filings. 
Except as set forth in Section 11.19(a) and (b) of the Credit Agreement
and any consents to assignments of any Government Lease, all filings,
registrations, recordings and other actions necessary or appropriate to create,
preserve and perfect the security interest granted by such Assignor to the
Collateral Agent hereby in respect of the Collateral have been accomplished and
the security interest granted to the Collateral Agent pursuant to this
Agreement in and to the Collateral creates a valid and, together with all such
filings, registrations, recordings and other actions, a perfected security
interest therein prior to the rights of all other Persons therein and subject
to no other Liens (other than Permitted Liens) and is entitled to all the
rights, priorities and benefits afforded by the Uniform Commercial Code or
other relevant law as enacted in any relevant jurisdiction to perfected
security interests; it being understood and agreed that no actions have been
taken under Section 9-104 of the UCC to establish “control” of any Deposit
Accounts (other than (x) the Concentration Account, (y) the
Collection Accounts, (z) the Cash Collateral Account and Deposit Accounts
maintained with the Collateral Agent) except as required pursuant to Section
3.14(a).


 


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2.2.  No Liens. 
Such Assignor is, and as to all Collateral acquired by it from time to
time after the Amendment and Restatement Effective Date such Assignor will be,
the owner (or in the case of any Collateral in respect of which such Assignor
is the licensee, the licensee) of all Collateral free from any Lien, security
interest, encumbrance or other right, title or interest of any Person (other
than Permitted Liens), and such Assignor shall defend the Collateral against
all claims and demands of all Persons at any time claiming the same or any
interest therein adverse to the Collateral Agent.


 


2.3.  Other
Financing Statements.  As of the Amendment and
Restatement Effective Date, there is no financing statement (or similar
statement or instrument of registration under the law of any jurisdiction)
covering or purporting to cover any interest of any kind in the Collateral
(other than financing statements filed in respect of Permitted Liens), and so
long as the Termination Date has not occurred, such Assignor will not execute
or authorize to be filed in any public office any financing statement (or
similar statement or instrument of registration under the law of any
jurisdiction) or statements relating to the Collateral, except financing
statements filed or to be filed in respect of and covering the security interests
granted hereby by such Assignor or in connection with Permitted Liens.


 


2.4.  Chief Executive Office, Record Locations. 
The chief executive office of such Assignor on the Amendment and
Restatement Effective Date is located at the address indicated on Annex A
hereto for such Assignor.


 


2.5.  Location of Inventory and Equipment and
Units.  All Inventory, Equipment and Units held on
the Amendment and Restatement Effective Date are located at one of the
locations shown on Annex B hereto for such Assignor.


 


2.6.  Units.  Subject to
Section 11.19(a) of the Credit Agreement, to the extent any Unit is, or under
applicable law is required to be, covered by any Unit Certificate and to the
extent that any action under applicable state law in lieu of or in addition to
the filing of financing statements under the Uniform Commercial Code of the
relevant State are required to be taken so that the security interests in the
respective Units created pursuant to this Agreement are fully perfected under
applicable state law, all such actions have been taken.  Subject to Section 11.19(a) of the Credit
Agreement, in the event any change in applicable law in any State where any
Unit is located, or a decision, opinion, ruling, regulation, decree or order of
a court, or administrative, regulatory or governmental authority, of any State
in which any Unit is located (whether involving any Assignor or any unrelated
third person) shall render any of the information provided pursuant to the
preceding sentence inaccurate in any respect, then the Assignor that owns any
Unit for which the information provided in the preceding sentence is no longer
accurate shall inform (in writing) the Collateral Agent of the respective
change and shall promptly take such actions or cause such actions to be taken
as the Collateral Agent shall request in order to create, maintain, establish
or preserve the perfection of the security interest of the Collateral Agent in
such Unit.  Subject to Section 11.19(a)
of the Credit Agreement, as new Units are acquired after the date of this
Agreement, or to the extent that Units are moved to different states after the
date of this Agreement, the relevant Assignor shall take all actions with
respect thereto (including, to the extent required under applicable law,
causing a Unit Certificate to be issued which contains a notation of the
security interest of the Collateral Agent thereon) as


 


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shall be required under
applicable State law to ensure that the security interests of the Collateral
Agent therein are perfected under relevant law. 
Each Assignor shall also comply with the covenants contained in Section
7.18 of the Credit Agreement, which are deemed to be incorporated by reference
herein.


 


2.7.  Legal Names; Type of Organization (and
Whether a Registered Organization and/or a Transmitting Utility); Jurisdiction of Organization;
Location; Organizational Identification Numbers; Changes Thereto; etc.  The exact legal name of each Assignor, the
type of organization of such Assignor, whether or not such Assignor is a
Registered Organization, the jurisdiction of organization of such Assignor,
such Assignor’s Location, the organizational identification number (if any) of
each Assignor, and whether or not such Assignor is a Transmitting Utility, is
listed on Annex C hereto for such Assignor. 
No Assignor shall change its legal name, its type of organization
(including without limitation its status as (x) a Registered Organization, in
the case of each Registered Organization or (y) a Transmitting Utility or a
Person which is not a Transmitting Utility, as the case may be), its
jurisdiction of organization, its Location or its organizational identification
number (if any) from that listed on Annex C hereto for such Assignor or those
that may have been established after the date of this Agreement in accordance
with the immediately succeeding sentence of this Section 2.7.  No Assignor shall change its legal name, its
type of organization, its status as a Registered Organization (in the case of a
Registered Organization), its status as a Transmitting Utility or as a Person
which is not a Transmitting Utility, as the case may be, its jurisdiction of
organization, its Location, or its organizational identification number (if
any), except that any such changes shall be permitted (so long as not in
violation of the applicable requirements of the Secured Debt Agreements and so
long as same do not involve (x) a Registered Organization ceasing to constitute
same or (y) any Assignor changing its jurisdiction of organization or Location
from the United States or a State thereof to a jurisdiction of organization or
Location, as the case may be, outside the United States or a State thereof) if
(i) it shall have given to the Collateral Agent 
not less than 15 days’ prior written notice of each change to the
information listed on Annex C (as adjusted for any subsequent changes thereto
previously made in accordance with this sentence), together with a supplement
to Annex C which shall correct all information contained therein for the
respective Assignor, and (ii) in connection with the respective such change or
changes, it shall have taken all action reasonably requested by the Collateral
Agent to maintain the security interests of the Collateral Agent in the
Collateral intended to be granted hereby at all times fully perfected and in
full force and effect.  In addition, to
the extent that any Assignor does not have an organizational identification
number on the Amendment and Restatement Effective Date and later obtains one,
such Assignor shall promptly thereafter notify the Collateral Agent of such
organizational identification number and shall take all actions reasonably
satisfactory to the Collateral Agent to the extent necessary to maintain the
security interest of the Collateral Agent in the Collateral intended to be
granted hereby fully perfected and in full force and effect.


 


2.8.  Trade Names; etc.  No Assignor has or operates in any jurisdiction under,
or in the preceding twelve months has had or has operated in any jurisdiction
under, any trade names, fictitious names or other names except its legal name
as specified in Annex C and such other trade or fictitious names as are listed
on Annex D hereto for such Assignor.  No
Assignor shall assume or operate in any jurisdiction under any new trade,
fictitious or other name until (i) it shall have given to the Collateral Agent
not less than 30 days’ written notice of its intention so


 


9





















 


to do, clearly describing
such new name and the jurisdictions in which such new name will be used and
providing such other information in connection therewith as the Collateral
Agent may reasonably request and (ii) with respect to such new name, it shall
have taken all action reasonably requested by the Collateral Agent to maintain
the security interest of the Collateral Agent in the Collateral intended to be
granted hereby at all times fully perfected and in full force and effect.


 


2.9.  As-Extracted Collateral; Timber-to-be-Cut. 
On the Amendment and Restatement Effective Date, no Assignor owns, or
expects to acquire, any property which constitutes, or would constitute,
As-Extracted Collateral or Timber-to-be-Cut. 
If at any time after the date of this Agreement any Assignor owns,
acquires or obtains rights to any As-Extracted Collateral or Timber-to-be-Cut,
such Assignor shall furnish the Collateral Agent with prompt written notice
thereof (which notice shall describe in reasonable detail the As-Extracted
Collateral and/or Timber-to-be-Cut and the locations thereof) and shall take
all actions as may be deemed reasonably necessary or desirable by the
Collateral Agent to perfect the security interest of the Collateral Agent
therein.


 


2.10.  Collateral in the Possession of a Bailee. 
If any Inventory or other Goods are at any time in the possession of a
bailee, the respective Assignor shall promptly notify the Collateral Agent
thereof and, if requested by the Collateral Agent, shall use its reasonable
best efforts to promptly obtain an acknowledgment from such bailee, in form and
substance reasonably satisfactory to the Collateral Agent, that the bailee
holds such Collateral for the benefit of the Collateral Agent and shall act
upon the instructions of the Collateral Agent, without the further consent of
the respective Assignor. The Collateral Agent agrees with the Assignors that
the Collateral Agent shall not give any such instructions unless an Event of
Default has occurred and is continuing or would occur after taking into account
any action by the respective Assignor with respect to any such bailee.


 


2.11.  Recourse. 
This Agreement is made with full recourse to each Assignor (subject, in
the case of any Assignor party to the U.S. Subsidiaries Guaranty, to the limits
set forth therein) and pursuant to and upon all the warranties,
representations, covenants and agreements on the part of such Assignor
contained herein, in the other Credit Documents, in the Interest Rate
Agreements and otherwise in writing in connection herewith or therewith.


 


ARTICLE III


 


SPECIAL PROVISIONS
CONCERNING ACCOUNTS; CONTRACT RIGHTS; INSTRUMENTS; CHATTEL PAPER AND CERTAIN
OTHER COLLATERAL


 


3.1.  Additional Representations and Warranties. 
As of the time when each of its Accounts arises, each Assignor shall be
deemed to have represented and warranted that each such Account, and all
records, papers and documents relating thereto (if any) are genuine and what
they purport to be, and that all papers and documents (if any) relating thereto
(i) will, to the knowledge of such Assignor, represent the genuine, legal,
valid and binding obligation of the account debtor evidencing indebtedness
unpaid and owed by the respective account debtor arising out of the performance
of labor or services or the sale or lease and delivery of the merchandise
listed therein, or both, (ii) will be the only original writings evidencing and


 


10





















 


embodying such obligation
of the account debtor named therein (other than copies created for general
accounting purposes), (iii) will, to the knowledge of such Assignor, evidence
true and valid obligations, enforceable in accordance with their respective
terms subject to adjustments customary in the business of such Assignor in
accordance with past practice, and (iv) will be in compliance and will conform
with all applicable material federal, state and local laws and applicable
material laws of any relevant foreign jurisdiction.


 


3.2.  Maintenance of Records. 
Each Assignor will keep and maintain at its own cost and expense
accurate records of its Accounts and Contracts, including, but not limited to,
originals of all documentation (including each Contract) with respect thereto,
records of all payments received, all credits granted thereon, all merchandise
returned and all other dealings therewith, and such Assignor will make the same
available on such Assignor’s premises to the Collateral Agent for inspection,
at such Assignor’s own cost and expense, at any and all reasonable times upon
prior notice to such Assignor and otherwise on a basis consistent with the
respective Secured Debt Agreements.  Upon
the occurrence and during the continuance of an Event of Default, at the
request of the Collateral Agent, such Assignor shall, at its own cost and
expense, deliver all tangible evidence of its Accounts and Contract Rights
(including, without limitation, copies of all documents evidencing the Accounts
and all Contracts) and such books and records to the Collateral Agent or to its
representatives (copies of which evidence and books and records may be retained
by such Assignor, such copies to be certified as true and complete by an
appropriate officer of such Assignor). 
Upon the occurrence and during the continuance of an Event of Default
and if the Collateral Agent so directs, such Assignor shall legend, in form and
manner satisfactory to the Collateral Agent, the Accounts and the Contracts, as
well as books, records and documents (if any) of such Assignor evidencing or
pertaining to such Accounts and Contracts with an appropriate reference to the
fact that such Accounts and Contracts have been assigned to the Collateral
Agent and that the Collateral Agent has a security interest therein.


 


3.3.  Modification
of Terms; etc.  No Assignor shall rescind or cancel any indebtedness
evidenced by any Account of such Assignor or under any Contract of such
Assignor, or modify any term thereof or make any adjustment with respect
thereto, or extend or renew the same, or compromise or settle any material
dispute, claim, suit or legal proceeding relating thereto, or, except as
permitted by the respective Secured Debt Agreements, sell any Account or
Contract of such Assignor, or interest therein, without the prior written
consent of the Collateral Agent, except as permitted by Section 3.4
hereof.  Each Assignor will duly fulfill
all obligations on its part to be fulfilled under or in connection with the
Accounts and Contracts of such Assignor and will do nothing to impair the
rights of the Collateral Agent in such Accounts or Contracts.


 


3.4.  Collection. 
Each Assignor shall, in accordance with its ordinary business practices,
endeavor to cause to be collected from the account debtor named in each of its
Accounts or obligor under any Contract of such Assignor, as and when due (including,
without limitation, amounts, services or products which are delinquent, such
amounts, services or products to be collected in accordance with generally
accepted lawful collection procedures) any and all amounts, services or
products owing under or on account of such Account or Contract, and apply
forthwith upon receipt thereof all such amounts, services or products as
are so


 


11





















 


collected to the
outstanding balance of such Account or under such Contract, except that, so
long as no Event of Default is then in existence, any Assignor may allow in the
ordinary course of business as adjustments to amounts, services or products
owing under its Accounts and Contracts (i) an extension or renewal of the
time or times of payment, or settlement for less than the total unpaid balance,
which such Assignor finds appropriate in accordance with reasonable business
judgment and (ii) a refund or credit due as a result of returned or
damaged merchandise or improperly performed services or such other adjustments
which such Assignor deems appropriate in the exercise of its commercially
reasonable business judgment.  The costs
and expenses (including, without limitation, reasonable attorneys’ fees) of
collection, whether incurred by an Assignor or the Collateral Agent, shall be
borne by such Assignor.


 


3.5.  Direction to Account Debtors; etc. 
To the extent permitted by applicable law, each Assignor (other than
Holdings) agrees (x) to cause all payments on account of the Accounts and
Contracts to be made directly to the relevant Lockbox Addresses, (y) that the
Collateral Agent may, at its option, directly notify the obligors with respect
to any Accounts and/or under any Contracts to make payments with respect
thereto as provided in preceding clause (x) and (z) that upon the occurrence
and during the continuance of an Event of Default the Collateral Agent may
enforce collection of any such Accounts and Contracts and may adjust, settle or
compromise the amount of payment thereof. 
Without prior notice to or assent by any Assignor, upon the occurrence
and during the continuance of an Event of Default the Collateral Agent may
apply any or all amounts then in, or thereafter deposited in, the relevant
Collection Account in the manner provided in Section 7.4 of this
Agreement.  The costs and expenses
(including attorneys’ fees) of collection, whether incurred by any Assignor or
the Collateral Agent, shall be borne by such Assignor.


 


3.6.  Instruments. 
If any Assignor (other than Holdings to the extent such Instrument
constitutes Holdings Excluded Collateral) owns or acquires any Instrument in
excess of $100,000 constituting Collateral, such Assignor will within 10
Business Days notify the Collateral Agent thereof, and upon request by the Collateral
Agent will promptly deliver such Instrument to the Collateral Agent
appropriately endorsed to the order of the Collateral Agent.


 


3.7.  Collection Accounts. 
Each Assignor (other than Holdings) has established Collection Accounts
with one or more banking institutions (each, a “Collection Bank”) in the
manner set forth in the Credit Agreement and has notified each such Collection
Bank that any Collection Account maintained with such Collection Bank is under
the exclusive dominion and control of the Collateral Agent and that all moneys,
securities, and instruments deposited in such Collection Account are to be held
by such banking institution for the benefit of the Collateral Agent.  Furthermore, each Assignor (other than
Holdings) and each Collection Bank has duly executed and delivered to the
Collateral Agent a Collection Bank Agreement which Collection Bank Agreement
acknowledges the security interest of the Collateral Agent in each Collection
Account established with such Collection Bank and contains the agreement of
such Collection Bank to transmit daily to the Collateral Agent for deposit in
the Concentration Account all cash, instruments and other securities and all
collected funds received in respect of any securities or instruments deposited in
each Collection Account established with such Collection Bank.  Each Assignor (other than Holdings) hereby
represents and warrants that, except as otherwise expressly provided in the
Credit Agreement, it does not now maintain, and will not in the future


 


12





















 


maintain, any other
account with any Collection Bank other than the Collection Accounts.  Each Assignor has, as of the execution and
delivery hereof, notified each obligor with respect to its Accounts to make
payments with respect thereto directly into one or more Collection Accounts,
except as otherwise expressly provided in the Credit Agreement.


 


3.8.  Concentration Account. 
The Borrower, as an Assignor, has established with BofA (the “Concentration
Account Bank”), in the name of the Collateral Agent for the benefit of the
Secured Creditors, a non-interest bearing account (the “Concentration
Account”), which account shall be under the exclusive dominion and control
of the Collateral Agent and into which there shall be deposited all payments
made with respect to the Collateral (including, without limitation, all moneys,
securities and instruments received in each Collection Account in the manner
set forth in each Collection Bank Agreement, as the case may be).  All moneys, securities and instruments at any
time deposited or held in the Concentration Account hereunder shall be held by
the Concentration Account Bank for the benefit of the Collateral Agent and the
Secured Creditors.  Furthermore, the
Borrower and the Concentration Account Bank have duly executed and delivered to
the Collateral Agent a Concentration Account Agreement which Concentration
Account Agreement acknowledges the security interest and exclusive dominion and
control of the Collateral Agent in the Concentration Account established with
the Concentration Account Bank and contains the agreement of the Concentration
Account Bank to transmit daily to the Collateral Agent for deposit in the BofA
Account all cash, instruments and other securities and all collected funds
received in respect of any securities or instruments deposited in the
Concentration Account.  Without notice to
or assent by any Assignor, the Collateral Agent may apply any or all amounts then
in, or thereafter deposited in, the BofA Account in the manner provided in
Section 7.4 of this Agreement.  The costs
and expenses (including attorney’s fees) of collection, whether incurred by an
Assignor or the Collateral Agent, shall be borne by such Assignor.  If BofA is a Collection Bank, the
Concentration Account may be the same account as a Collection Account at BofA.


 


3.9.  BofA Account. 
The Collateral Agent has established with BofA, in the name of the
Collateral Agent for the benefit of the Secured Creditors, a non-interest
bearing account with respect to the Assignors (the “BofA Account”),
which account shall be under the exclusive dominion and control of the
Collateral Agent and into which there shall be deposited all payments made with
respect to the Collateral (including, without limitation, all moneys,
securities and instruments received in each Collection Account and the
Concentration Account in the manner set forth in each Collection Bank Agreement
or the Concentration Account Agreement, as the case may be).  All moneys, securities and instruments at any
time deposited or held in the BofA Account hereunder shall be held by the
Collateral Agent as Collateral for all purposes of this Agreement.  Without notice to or assent by any Assignor, the
Collateral Agent may apply any or all amounts then in, or thereafter deposited
in, the BofA Account in the manner provided in Section 7.4 of this
Agreement.  The costs and expenses
(including attorney’s fees) of collection, whether incurred by an Assignor or
the Collateral Agent, shall be borne by such Assignor.


 


3.10.  Receipt of Payments. 
In the event an Assignor (other than Holdings) shall otherwise receive
any payment in respect of its Collateral, such Assignor shall promptly (but in
no event more than five Business Days of actual receipt thereof) deposit such
payment into a


 


13





















 


Collection Account.  No Assignor shall deposit or permit to be
deposited, into any Collection Account, or the Concentration Account, any funds
or other amounts except funds or other amounts received representing proceeds
of the Collateral.


 


3.11.  Account Inspection. 
Each Assignor (other than Holdings) will permit the Collateral Agent or
its agents to verify from time to time the balances of any and all of the accounts
of such Assignor (including, without limitation, the Collection Accounts and
the Lock Box Addresses).


 


3.12.  Assignors Remain Liable Under Accounts. 
Anything herein to the contrary notwithstanding, the Assignors shall
remain liable under each of the Accounts to observe and perform all of the
conditions and obligations to be observed and performed by it thereunder, all
in accordance with the terms of any agreement giving rise to such
Accounts.  Neither the Collateral Agent
nor any other Secured Creditor shall have any obligation or liability under any
Account (or any agreement giving rise thereto) by reason of or arising out of
this Agreement or the receipt by the Collateral Agent or any other Secured
Creditor of any payment relating to such Account pursuant hereto, nor shall the
Collateral Agent or any other Secured Creditor be obligated in any manner to
perform any of the obligations of any Assignor under or pursuant to any Account
(or any agreement giving rise thereto), to make any payment, to make any
inquiry as to the nature or the sufficiency of any payment received by them or
as to the sufficiency of any performance by any party under any Account (or any
agreement giving rise thereto), to present or file any claim, to take any
action to enforce any performance or to collect the payment of any amounts
which may have been assigned to them or to which they may be entitled at any
time or times.


 


3.13.  Assignors Remain Liable Under Contracts. 
Anything herein to the contrary notwithstanding, the Assignors shall
remain liable under each of the Contracts to observe and perform all of the
conditions and obligations to be observed and performed by them thereunder, all
in accordance with and pursuant to the terms and provisions of each Contract.  Neither the Collateral Agent nor any other
Secured Creditor shall have any obligation or liability under any Contract by
reason of or arising out of this Agreement or the receipt by the Collateral
Agent or any other Secured Creditor of any payment relating to such Contract
pursuant hereto, nor shall the Collateral Agent or any other Secured Creditor
be obligated in any manner to perform any of the obligations of any Assignor
under or pursuant to any Contract, to make any payment, to make any inquiry as
to the nature or the sufficiency of any performance by any party under any
Contract, to present or file any claim, to take any action to enforce any
performance or to collect the payment of any amounts which may have been
assigned to them or to which they may be entitled at any time or times.


 


3.14.  Deposit Accounts; etc.  (a)  No
Assignor (other than Holdings) maintains, or at any time after the date of this
Agreement shall establish or maintain, any demand, time, savings, passbook or
similar account, except for such accounts which are both (x) maintained
with a bank (as defined in Section 9-102 of the UCC) whose jurisdiction
(determined in accordance with Section 9-304 of the UCC) is within a State of
the United States and (y) permitted pursuant to Section 8.16 of the Credit
Agreement.  Annex E hereto
accurately sets forth, as of the Amendment and Restatement Effective Date, for
each Assignor, each Deposit


 


14





















 


Account maintained by
such Assignor (including a description thereof and the respective account
number), the name of the respective bank with which such Deposit Account is
maintained, and the jurisdiction of the respective Bank with respect to such
Deposit Account.  For each Deposit
Account (including any Deposit Account at any time established pursuant to
following clause (b), but excluding (x) the Concentration Account,
(y) the Collection Accounts and (z) the Cash Collateral Account or
any other Deposit Account maintained with the Collateral Agent), the respective
Assignor (other than Holdings) shall cause the bank with which the Deposit
Account is maintained to execute and deliver to the Collateral Agent, within 30
days after the Collateral Agent’s request therefor, a “control agreement” in
the form of Annex F hereto (appropriately completed), with such changes thereto
as may be acceptable to the Collateral Agent. 
If any bank with which such a Deposit Account is maintained refuses to,
or does not, enter into such a “control agreement”, then the respective
Assignor shall promptly (and in any event within 30 days after the date of the
respective request) close the respective Deposit Account and transfer all
balances therein to the Cash Collateral Account or another Deposit Account
meeting the requirements of this Section 3.14 (with respect to which a “control
agreement” meeting the foregoing requirements has been entered into and is in
full force and effect).  If any bank with
which a Deposit Account is maintained refuses to subordinate all its claims
with respect to such Deposit Account to the Collateral Agent’s security
interest therein on terms satisfactory to the Collateral Agent, then the
Collateral Agent, at its option, may (x) require that such Deposit Account be
terminated in accordance with the immediately preceding sentence or (y) agree
to a “control agreement” without such subordination, provided that in such
event the Collateral Agent may at any time, at its option, subsequently require
that such Deposit Account be terminated (within 30 days after notice from the
Collateral Agent) in accordance with the requirements of the immediately
preceding sentence.


 


(b)                                 After the date of this Agreement, except
as permitted pursuant to Section 8.16(c) of the Credit Agreement, no Assignor
shall establish any new demand, time, savings, passbook or similar account,
except for (x) Collection Accounts and Concentration Accounts established
in accordance with the requirements of the Credit Agreement and
(y) Deposit Accounts established and maintained with banks and meeting the
requirements of preceding clause (a).  At
the time any Deposit Account as described in clause (y) of the preceding
sentence is established, to the extent so requested by the Collateral Agent,
the appropriate “control agreement” shall be entered into in accordance with
the requirements of preceding clause (a) and the respective Assignor shall
furnish to the Collateral Agent a supplement to Annex E hereto containing the
relevant information with respect to the respective Deposit Account and the
bank with which same is established.


 


(c)                                  The Collateral Agent agrees that it
(x) shall not deliver a Notice of Exclusive Control (as defined in the
Form of Control Agreement Regarding Deposit Accounts attached hereto as Annex
F) pursuant to any “control agreement” (other than with respect to the
Concentration Account, any Collection Accounts, the Cash Collateral Account or
any other Deposit Account maintained with the Collateral Agent) to any bank
with which any Assigner has established a Deposit Account unless an Event of Default
then exists and is continuing, (y) shall not give any instructions (as
contemplated in the first sentence of Section 2 of Annex F) as to the
withdrawal or disposition of funds in any Deposit Account subject to such “control
agreement” (other than with respect to the Concentration Account, any
Collection Account, the Cash


 


15





















 


Collateral Account or any Deposit Account maintained
with the Collateral Agent) unless an Event of Default then exists and is continuing
and (z) shall provide the Borrower with a copy of any such Notice of Exclusive
Control delivered pursuant to any such “control agreement.”


 


3.15.  Letter-of-Credit
Rights.  If any Assignor is at any time a beneficiary
under a letter of credit with a stated amount of $100,000 or more, such
Assignor shall promptly notify the Collateral Agent thereof and, at the request
of the Collateral Agent, such Assignor shall, pursuant to an agreement in form
and substance reasonably satisfactory to the Collateral Agent, use its
commercially reasonable efforts to (i) arrange for the issuer and any confirmer
of such letter of credit to consent to an assignment to the Collateral Agent of
the proceeds of any drawing under such letter of credit or (ii) arrange for
the Collateral Agent to become the transferee beneficiary of such letter of
credit, with the Collateral Agent agreeing, in each case, that the proceeds of
any drawing under the letter of credit are to be applied as provided in this
Agreement after the occurrence and during the continuance of an Event of
Default.


 


3.16.  Commercial
Tort Claims.  All Commercial Tort Claims of each Assignor
in existence on the Amendment and Restatement Effective Date are described in
Annex G hereto.  If any Assignor shall at
any time after the date of this Agreement acquire a Commercial Tort Claim in an
amount (taking the greater of the aggregate claimed damages thereunder or the
reasonably estimated value thereof) of $500,000 or more, such Assignor shall
promptly notify the Collateral Agent thereof in a writing signed by such
Assignor and describing the details thereof and shall grant to the Collateral
Agent in such writing a security interest therein and in the proceeds thereof,
all upon the terms of this Agreement, with such writing to be in form and
substance reasonably satisfactory to the Collateral Agent.


 


3.17.  Chattel Paper. 
Upon the request of the Collateral Agent made at any time or from time
to time, each Assignor shall promptly furnish to the Collateral Agent a list of
all Electronic Chattel Paper held or owned by such Assignor.  Furthermore, if requested by the Collateral
Agent, each Assignor shall promptly take all actions which are reasonably
practicable so that the Collateral Agent has “control” of all Electronic Chattel
Paper in accordance with the requirements of Section 9-105 of the UCC.  Upon the request of the Collateral Agent made
at any time while an Event of Default then exists and is continuing, each
Assignor will promptly (and in any event within 10 days) deliver all of its
Tangible Chattel Paper to the Collateral Agent.


 


3.18.  Further Actions. 
Each Assignor will, at its own expense, make, execute, endorse,
acknowledge, file and/or deliver to the Collateral Agent from time to time such
vouchers, invoices, schedules, confirmatory assignments, conveyances, financing
statements, transfer endorsements, certificates, reports and other assurances
or instruments and take such further steps, including any and all actions as
may be necessary or required under the Federal Assignment of Claims Act,
relating to its Accounts, Contracts, Instruments and other property or rights
covered by the security interest hereby granted, as the Collateral Agent may
reasonably require to give effect to the purposes of this Agreement.


 


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ARTICLE IV


 


SPECIAL PROVISIONS
CONCERNING TRADEMARKS


 


4.1.  Additional Representations and Warranties. 
Each Assignor represents and warrants that it is the true and lawful
owner of or otherwise has the right to use the registered Marks and
applications for Marks listed in Annex H hereto for such Assignor and that said
listed Marks include all United States marks and applications for United States
marks registered or listed in the United States Patent and Trademark Office
that such Assignor owns or uses in connection with its business as of the
Amendment and Restatement Effective Date. 
Each Assignor represents and warrants that it owns, is licensed to use
or otherwise has the right to use, all Marks that it uses that are material to
such Assignor’s business.  Each Assignor
further warrants that it has no knowledge of any third party claim received by
it that any aspect of such Assignor’s present or contemplated business
operations infringes or will infringe any trademark, service mark or trade name
of any other Person other than as could not, either individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.  Each Assignor represents and warrants that
all U.S. trademark registrations and applications listed in Annex H hereto are
valid, subsisting, have not been canceled and that such Assignor is not aware
of any third-party claim that any of said registrations is invalid or
unenforceable, and is not aware that there is any reason that any of said
registrations is invalid or unenforceable, except for the registrations and
applications relating to the Marks licensed under the Trade Name and Service
Mark License Agreement.  Each Assignor
hereby grants to the Collateral Agent an absolute power of attorney to sign,
upon the occurrence and during the continuance of an Event of Default, any
document which may be required by the United States Patent and Trademark Office
in order to effect an absolute assignment of all right, title and interest in
each Mark, and record the same.


 


4.2.  Licenses
and Assignments.  Except as otherwise permitted by the Secured
Debt Agreements, each Assignor hereby agrees not to divest itself of any right
under any material Mark of such Assignor (other than in the ordinary course of
business in accordance with its reasonable business judgment) absent prior
written approval of the Collateral Agent, which approval shall not be
unreasonably withheld or delayed.


 


4.3.  Infringements. 
Each Assignor agrees, promptly upon learning thereof, to notify the
Collateral Agent in writing of the name and address of, and to furnish such
pertinent information that may be available with respect to, any party who such
Assignor believes is infringing or diluting or otherwise violating any of such
Assignor’s rights in and to any Mark in any manner that could reasonably be
expected to have a Material Adverse Effect, or with respect to any party
claiming that such Assignor’s use of any Mark material to such Assignor’s
business violates in any material respect any property right of that
party.  Each Assignor further agrees to
prosecute in accordance with reasonable business practices any Person
infringing any Mark in any manner that could reasonably be expected to have a
Material Adverse Effect.


 


4.4.  Preservation of Marks. 
Each Assignor agrees to use its Marks which are material to such
Assignor’s business in interstate commerce during the time in which this
Agreement is in effect and to take all such other actions as are reasonably necessary
to preserve


 


17





















 


such Marks as trademarks
or service marks under the laws of the United States (other than any such Marks
which such Assignor determines, in its reasonable business judgment, are no longer
used or useful in its business or operations).


 


4.5.  Maintenance
of Registration.  Each Assignor shall, at its own expense,
diligently process all documents reasonably required to maintain trademark
registrations, including but not limited to affidavits of use and applications
for renewals of registration in the United States Patent and Trademark Office
for all of its material registered Marks, and shall pay all fees and
disbursements in connection therewith and shall not abandon any such filing of
affidavit of use or any such application of renewal prior to the exhaustion of
all administrative and judicial remedies without prior written consent of the
Collateral Agent (other than with respect to registrations and applications
that such Assignor determines, in its reasonable business judgment, are no
longer useful or prudent to pursue).


 


4.6.  Remedies. 
If an Event of Default shall occur and be continuing, the Collateral
Agent may, by written notice to the relevant Assignor, take any or all of the
following actions:  (i) declare the
entire right, title and interest of such Assignor in and to each of the Marks,
together with all trademark rights and rights of protection to the same, vested
in the Collateral Agent for the benefit of the Secured Creditors, in which
event such rights, title and interest shall immediately vest, in the Collateral
Agent for the benefit of the Secured Creditors, and the Collateral Agent shall
be entitled to exercise the power of attorney referred to in Section 4.1 hereof
to execute, cause to be acknowledged and notarized and record said absolute
assignment with the applicable agency; (ii) take and use or sell the Marks and
the goodwill of such Assignor’s business symbolized by the Marks and the right
to carry on the business and use the assets of such Assignor in connection with
which the Marks have been used; and (iii) direct such Assignor to refrain, in
which event such Assignor shall refrain, from using the Marks in any manner
whatsoever, directly or indirectly, and such Assignor shall execute such
further documents that the Collateral Agent may reasonably request to further
confirm this and to transfer ownership of the Marks and registrations and any
pending trademark application in the United States Patent and Trademark Office
to the Collateral Agent.


 


4.7.  Future Registered Marks. 
If registration for any Mark which is material and/or necessary to its
business is issued hereafter to any Assignor as a result of any application now
or hereafter pending before the United States Patent and Trademark Office,
within 30 days of receipt of such certificate, such Assignor shall deliver to
the Collateral Agent a copy of such certificate, and a grant of security in
such Mark, to the Collateral Agent and at the expense of such Assignor, confirming
the grant of security in such Mark to the Collateral Agent hereunder, the form
of such security to be substantially in the form of Annex K hereto or in such
other form as may be reasonably satisfactory to the Collateral Agent.


 


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ARTICLE V


 


SPECIAL PROVISIONS
CONCERNING PATENTS, COPYRIGHTS AND TRADE SECRETS


 


5.1.  Additional Representations and Warranties. 
Each Assignor represents and warrants that it is the true and lawful
owner of all rights in or otherwise has the right to use (i) all United
States trade secrets and proprietary information necessary to operate the
business of the Assignor (the “Trade Secret Rights”), (ii) the Patents
listed in Annex I hereto for such Assignor and that said Patents include all
the United States patents and applications for United States patents that such
Assignor owns as of the Amendment and Restatement Effective Date and (iii) the
Copyrights listed in Annex J hereto for such Assignor and that said Copyrights
constitute all the United States copyrights registered with the United States
Copyright Office and applications to United States copyrights that such
Assignor owns as of the Amendment and Restatement Effective Date.  Each Assignor further warrants that it has no
knowledge of any third party claim that any aspect of such Assignor’s present
or contemplated business operations infringes or will infringe any patent of
any other Person or that such Assignor has misappropriated any trade secret or
proprietary information which, either individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.  Each Assignor hereby grants to the Collateral
Agent an absolute power of attorney to sign, upon the occurrence and during the
continuance of any Event of Default, any document which may be required by the
United States Patent and Trademark Office in order to effect an absolute
assignment of all right, title and interest in each Patent, and to record the
same.


 


5.2.  Licenses
and Assignments.  Except as otherwise permitted by the Secured
Debt Agreements, each Assignor hereby agrees not to divest itself of any right
under any material Patent or Copyright other than in the ordinary course of
business absent prior written approval of the Collateral Agent.


 


5.3.  Infringements. 
Each Assignor agrees, promptly upon learning thereof, to furnish the
Collateral Agent in writing with all pertinent information available to such
Assignor with respect to any infringement, contributory infringement or active
inducement to infringe in any Patent or Copyright or to any claim that the
practice of any Patent or use of any Copyright violates any property right of a
third party, or with respect to any misappropriation of any Trade Secret Right
or any claim that practice of any Trade Secret Right violates any property
right of a third party, in each case, in any manner which, either individually
or in the aggregate, could reasonably be expected to have a Material Adverse
Effect.  Each Assignor further agrees,
absent direction of the Collateral Agent to the contrary, to diligently
prosecute, in accordance with its reasonable business judgment, any Person
infringing any Patent or Copyright or any Person misappropriating any Trade
Secret Right, in each case to the extent that such infringement or
misappropriation, either individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect.


 


5.4.  Maintenance of Patents or Copyright. 
At its own expense, each Assignor shall make timely payment of all
post-issuance or other fees required pursuant to 35 U.S.C. § 41 or otherwise to
maintain in force its rights under each Patent or Copyright, absent prior
written


 


19





















 


consent of the Collateral
Agent (other than any such Patents or Copyrights which are no longer used or
useful in its business or operations).


 


5.5.  Prosecution of Patent Applications. 
At its own expense, each Assignor shall diligently prosecute all
material applications for (i) United States Patents listed in Annex I
hereto and (ii) Copyrights listed on Annex J hereto, in each case for such
Assignor and shall not abandon any such application prior to exhaustion of all
administrative and judicial remedies (other than applications deemed by such
Assignor to be no longer useful or prudent to pursue), absent written consent
of the Collateral Agent.


 


5.6.  Remedies. 
If an Event of Default (or a Default under Section 9.1(e) of the Credit
Agreement) shall occur and be continuing, the Collateral Agent may, by written
notice to the relevant Assignor, take any or all of the following actions:  (i) declare the entire right, title, and
interest of such Assignor in each of the Patents and Copyrights vested in the
Collateral Agent for the benefit of the Secured Creditors, in which event such
right, title, and interest shall immediately vest in the Collateral Agent for
the benefit of the Secured Creditors, in which case the Collateral Agent shall
be entitled to exercise the power of attorney referred to in Section 5.1 hereof
to execute, cause to be acknowledged and notarized and to record said absolute
assignment with the applicable agency; (ii) take and practice or sell the
Patents and Copyrights; and (iii) direct such Assignor to refrain, in which event
such Assignor shall refrain, from practicing the Patents and using the
Copyrights directly or indirectly, and such Assignor shall execute such further
documents as the Collateral Agent may reasonably request further to confirm
this and to transfer ownership of the Patents and Copyrights to the Collateral
Agent for the benefit of the Secured Creditors.


 


5.7.  Other
Patents and Copyrights.  Within 30
days of the acquisition or issuance of a United States Patent, registration of
a Copyright, or acquisition of a registered Copyright, or of filing of an
application for a United States Patent or Copyright, in each case, which is
material and/or necessary to its business, the relevant Assignor shall deliver
to the Collateral Agent a copy of said Copyright or Patent, or certificate or
registration of, or application therefor, as the case may be, with a grant of
security as to such Patent or Copyright, as the case may be, to the Collateral
Agent and at the expense of such Assignor, confirming the grant of security, the
form of such assignment for security to be substantially in the form of Annex L
or M hereto, as appropriate, or in such other form as may be reasonably
satisfactory to the Collateral Agent.


 


ARTICLE VI


 


PROVISIONS
CONCERNING ALL COLLATERAL


 


6.1.  Protection of Collateral Agent’s Security. 
Except as otherwise permitted by the Secured Debt Agreements, each
Assignor will do nothing to impair the rights of the Collateral Agent in the
Collateral.  Each Assignor will at all
times maintain insurance, at such Assignor’s own expense to the extent and in
the manner provided in the Secured Debt Agreements.  Except to the extent otherwise permitted to
be retained by such Assignor or applied by such Assignor pursuant to the terms
of the Secured Debt Agreements, the Collateral Agent shall, at the time any
proceeds of such insurance are distributed to the Secured Creditors, apply such
proceeds in accordance with Section 7.4 hereof. 
Each Assignor assumes all liability and


 


20





















 


responsibility in
connection with the Collateral acquired by it and the liability of such
Assignor to pay the Obligations shall in no way be affected or diminished by
reason of the fact that such Collateral may be lost, destroyed, stolen, damaged
or for any reason whatsoever unavailable to such Assignor.


 


6.2.  Warehouse Receipts Non-negotiable. 
To the extent practicable, each Assignor agrees that if any warehouse
receipt or receipt in the nature of a warehouse receipt is issued with respect
to any of its Inventory or Units, such Assignor shall request that such
warehouse receipt or receipt in the nature thereof shall not be “negotiable”
(as such term is used in Section 7-104 of the Uniform Commercial Code as in
effect in any relevant jurisdiction or under other relevant law).


 


6.3.  Additional Information. 
Each Assignor will, at its own expense, from time to time upon the
reasonable request of the Collateral Agent, promptly (and in any event within
15 days after its receipt of the respective request) furnish to the Collateral
Agent such information with respect to the Collateral (including the identity
of the Collateral or such components thereof as may have been requested by the
Collateral Agent, the value and location of such Collateral, etc.) as may be
requested by the Collateral Agent. 
Without limiting the forgoing, each Assignor agrees that it shall
promptly (and in any event within 10 days after its receipt of the respective
request) furnish to the Collateral Agent such updated Annexes hereto as may
from time to time be reasonably requested by the Collateral Agent.


 


6.4.  Further Actions. 
Each Assignor will, at its own expense and upon the reasonable request
of the Collateral Agent, make, execute, endorse, acknowledge, file and/or
deliver to the Collateral Agent from time to time such lists, descriptions and
designations of its Collateral, warehouse receipts, receipts in the nature of
warehouse receipts, bills of lading, documents of title, vouchers, invoices,
schedules, confirmatory assignments, conveyances, financing statements,
transfer endorsements, certificates, reports and other assurances or
instruments and take such further steps relating to the Collateral and other
property or rights covered by the security interest hereby granted, which the
Collateral Agent deems reasonably appropriate or advisable to perfect, preserve
or protect its security interest in the Collateral.


 


6.5.  Financing Statements. 
Each Assignor agrees to execute and deliver to the Collateral Agent such
financing statements, in form reasonably acceptable to the Collateral Agent, as
the Collateral Agent may from time to time reasonably request or as are
reasonably necessary or desirable in the opinion of the Collateral Agent to
establish and maintain a valid, enforceable, perfected security interest in the
Collateral as provided herein and the other rights and security contemplated
hereby.  Each Assignor will pay any
applicable filing fees, recordation taxes and related expenses relating to its
Collateral.  Each Assignor hereby
authorizes the Collateral Agent to file any such financing statements without
the signature of such Assignor where permitted by law (and such authorization
includes describing the Collateral as “all assets” of such Assignor).


 


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ARTICLE VII


 


REMEDIES UPON
OCCURRENCE OF AN EVENT OF DEFAULT


 


7.1.  Remedies; Obtaining the Collateral Upon
Default.  Each Assignor agrees that, if any Event of
Default (or a Default under Section 9.1(e) of the Credit Agreement (or, after
all First Lien Obligations have been paid in full in cash in accordance with
the terms thereof, all Commitments under the Credit Agreement have been
terminated and all Letters of Credit have been terminated or cash
collateralized in a manner satisfactory to the Administrative Agent, Section
6.01(7) or 6.01(8) of the Senior Secured Notes Indenture)) shall have occurred
and be continuing, then and in every such case, the Collateral Agent, in
addition to any rights now or hereafter existing under applicable law and under
the other provisions of this Agreement, shall have all rights as a secured
creditor under any UCC, and such additional rights and remedies to which a
secured creditor is entitled under the laws in effect in all relevant
jurisdictions and may:


 


(i)                                     personally,
or by agents or attorneys, immediately take possession of the Collateral or any
part thereof, from such Assignor or any other Person who then has possession of
any part thereof with or without notice or process of law, and for that purpose
may enter upon such Assignor’s premises where any of the Collateral is located
and remove the same and use in connection with such removal any and all
services, supplies, aids and other facilities of such Assignor;


 


(ii)                                  instruct
the obligor or obligors on any agreement, instrument or other obligation
(including, without limitation, the Accounts and the Contracts) constituting
the Collateral to make any payment required by the terms of such agreement,
instrument or other obligation directly to the Collateral Agent and may
exercise any and all remedies of such Assignor in respect of such Collateral;


 


(iii)                               instruct
all banks which have entered into a control agreement with the Collateral Agent
to transfer all moneys, securities and instruments held by such depositary bank
to the Cash Collateral Account or any other account maintained with or by the
Collateral Agent;


 


(iv)                              sell,
assign or otherwise liquidate any or all of the Collateral or any part thereof
in accordance with Section 7.2 hereof, or direct the relevant Assignor to sell,
assign or otherwise liquidate any or all of the Collateral or any part thereof,
and, in each case, take possession of the proceeds of any such sale or
liquidation;


 


(v)                                 take
possession of the Collateral or any part thereof, by directing the relevant
Assignor in writing to deliver the same to the Collateral Agent at any
reasonable place or places designated by the Collateral Agent, in which event
such Assignor shall at its own expense:


 


(x)                                   forthwith
cause the same to be moved to the place or places so designated by the
Collateral Agent and there delivered to the Collateral Agent;


 


22





















 


(y)                                 store
and keep any Collateral so delivered to the Collateral Agent at such place or
places pending further action by the Collateral Agent as provided in Section
7.2 hereof; and


 


(z)                                   while
the Collateral shall be so stored and kept, provide such security and
maintenance services as shall be reasonably necessary to protect the same and
to preserve and maintain it in good condition;


 


(vi)                              license
or sublicense, whether on an exclusive or nonexclusive basis, any Marks,
Patents or Copyrights included in the Collateral for such term and on such
conditions and in such manner as the Collateral Agent shall in its sole
judgment determine;


 


(vii)                           apply
any moneys constituting Collateral or proceeds thereof in accordance with the
provisions of Section 7.4;


 


(viii)                        take
any other action as specified in clauses (1) through (5), inclusive, of Section
9-607 of the UCC; and


 


(ix)                                register
any of the Units in the name of the Collateral Agent on any Unit Certificate or
make any other notation which the Collateral Agent desires upon any Unit
Certificate applicable to any Unit or direct such Assignor to do same;


 


it being understood that each Assignor’s obligation so to deliver the
Collateral is of the essence of this Agreement and that, accordingly, upon
application to a court of equity having jurisdiction, the Collateral Agent
shall be entitled to a decree requiring specific performance by such Assignor
of said obligation.  By accepting the
benefits of this Agreement and each other Collateral Document, the Secured
Creditors expressly acknowledge and agree that this Agreement and each other
Collateral Document may be enforced only by the action of the Collateral Agent
acting upon the instructions of the Required Secured Creditors and that no
other Secured Creditor shall have any right individually to seek to enforce
this Agreement or any other Collateral Document or to realize upon the security
to be granted hereby or thereby, it being understood and agreed that such
rights and remedies may be exercised by the Collateral Agent for the benefit of
the Secured Creditors upon the terms of this Agreement, the Intercreditor Agreement
and the other Collateral Documents.


 


7.2.  Remedies; Disposition of the Collateral. 
If any Event of Default shall have occurred and be continuing, then any
Collateral repossessed by the Collateral Agent under or pursuant to Section 7.1
hereof and any other Collateral whether or not so repossessed by the Collateral
Agent may be sold, assigned, leased or otherwise disposed of under one or more
contracts or as an entirety, and without the necessity of gathering at the
place of sale the property to be sold, and in general in such manner, at such
time or times, at such place or places and on such terms as the Collateral
Agent may, in compliance with any mandatory requirements of applicable law,
determine to be commercially reasonable. 
Any of the Collateral may be sold, leased or otherwise disposed of, in
the condition in which the same existed when taken by the Collateral Agent or
after any overhaul or repair at the expense of the relevant Assignor which the
Collateral Agent shall determine to be commercially reasonable.  Any such sale, lease or other disposition may
be effected by means of a public disposition or private disposition, effected
in accordance


 


23





















 


with the applicable
requirements (in each case if and to the extent applicable) of Sections 9-610
through 9-613 of the UCC and/or such other mandatory requirements of applicable
law as may apply to the respective disposition. 
The Collateral Agent may, without notice or publication, adjourn any
public or private disposition or cause the same to be adjourned from time to
time by announcement at the time and place fixed for the disposition, and such
disposition may be made at any time or place to which the disposition may be so
adjourned.  To the extent permitted by
any such requirement of law, the Collateral Agent may bid for and become the
purchaser (and may pay all or any portion of the purchase price by crediting
Obligations against the purchase price) of the Collateral or any item thereof,
offered for disposition in accordance with this Section 7.2 without
accountability to the relevant Assignor. 
Each Assignor agrees to do or cause to be done all such other acts and
things as may be reasonably necessary to make such disposition or dispositions
of all or any portion of the Collateral valid and binding and in compliance
with any and all applicable laws, regulations, orders, writs, injunctions,
decrees or awards of any and all courts, arbitrators or governmental
instrumentalities, domestic or foreign, having jurisdiction over any such sale
or sales, all at such Assignor’s expense.


 


7.3.  Waiver of Claims. 
Except as otherwise provided in this Agreement, EACH ASSIGNOR HEREBY
WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING
IN CONNECTION WITH THE COLLATERAL AGENT’S TAKING POSSESSION OR THE COLLATERAL
AGENT’S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION,
ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES,
and each Assignor hereby further waives, to the extent permitted by law:


 


                                                 (i)                        all damages occasioned by such taking of
possession or any such disposition except any damages which are the result of
the Collateral Agent’s gross negligence or willful misconduct (as determined by
a court of competent jurisdiction in a final and non-appealable decision);


 


                                              (ii)                        all other requirements as to the time,
place and terms of sale or other requirements with respect to the enforcement
of the Collateral Agent’s rights hereunder; and


 


                                           (iii)                        all rights of redemption, appraisement,
valuation, stay, extension or moratorium now or hereafter in force under any
applicable law in order to prevent or delay the enforcement of this Agreement
or the absolute sale of the Collateral or any portion thereof, and each
Assignor, for itself and all who may claim under it, insofar as it or they now
or hereafter lawfully may, hereby waives the benefit of all such laws.


 


Any sale of, or the grant of options to purchase, or any other
realization upon, any Collateral shall operate to divest all right, title,
interest, claim and demand, either at law or in equity, of the relevant
Assignor therein and thereto, and shall be a perpetual bar both at law and in
equity against such Assignor and against any and all Persons claiming or
attempting to claim the Collateral so sold, optioned or realized upon, or any
part thereof, from, through and under such Assignor.


 


24





















 


7.4.  Application of Proceeds. 
(a)  All moneys collected by the Collateral Agent (or, to the
extent the Pledge Agreement or any other Collateral Document requires proceeds
of collateral under such other Collateral Document to be applied in accordance
with the provisions of this Agreement, the Pledgee, the Mortgagee or Collateral
Agent under such other Collateral Document) upon any sale or other disposition
of the Collateral, together with all other moneys received by the Collateral
Agent hereunder and under each other Collateral Document, shall be applied as
follows:


 


(i)                                     first,
to the payment of all amounts owing the Collateral Agent of the type described
in clauses (iv), (v), (vi) and (vii) of the definition of “Obligations”;


 


(ii)                                  second,
to the extent proceeds remain after the application pursuant to the preceding
clause (i), to the payment of all amounts owing to any Agent of the type
described in clauses (vi) and (vii) of the definition of “Obligations”;


 


(iii)                               third,
to the extent proceeds remain after the application pursuant to the preceding
clauses (i) and (ii), an amount equal to the outstanding First Lien Primary
Obligations shall be paid to the First Lien Creditors as provided in Section
7.4(e) hereof, with each First Lien Creditor receiving an amount equal to its
outstanding First Lien Primary Obligations or, if the proceeds are insufficient
to pay in full all such First Lien Primary Obligations, its First Lien Creditor
Pro Rata Share of the amount remaining to be distributed;


 


(iv)                              fourth,
to the extent proceeds remain after the application pursuant to the preceding
clauses (i) through (iii) inclusive, an amount equal to the outstanding First
Lien Secondary Obligations shall be paid to the First Lien Creditors as
provided in Section 7.4(e) hereof, with each First Lien Creditor receiving an
amount equal to its outstanding First Lien Secondary Obligations or, if the
proceeds are insufficient to pay in full all such First Lien Secondary
Obligations, its First Lien Creditor Pro Rata Share of the amount remaining to
be distributed;


 


(v)                                 fifth,
to the extent proceeds remain after the application pursuant to the preceding
clauses (i) through (iv), inclusive, and subject to clause (h) of this Section
7.4, to the payment of all amounts owing the Senior Secured Notes Trustee in
its capacity as such pursuant to the Senior Secured Notes Indenture;


 


(vi)                              sixth,
to the extent proceeds remain after the application pursuant to the preceding
clauses (i) through (v), inclusive, and subject to clause (h) of this Section
7.4 an amount equal to the outstanding Second Lien Obligations shall be paid to
the Second Lien Creditors as provided in Section 7.4(e) hereof, with each
Second Lien Creditor receiving an amount equal to its outstanding Second Lien
Obligations or, if the proceeds are insufficient to pay in full all such Second
Lien Obligations, its Second Lien Creditor Pro Rata Share of the amount
remaining to be distributed; and


 


(vii)                           seventh,
to the extent proceeds remain after the application pursuant to the preceding
clauses (i) through (vi), inclusive, and following the termination of this


 


25





















 


Agreement pursuant
to Section 10.8(a) hereof, to the relevant Assignor or to whomever may be
lawfully entitled to receive such surplus.


 


(b)  (i) 
For purposes of this Agreement, “First Lien Creditor Pro Rata Share”
shall mean, when calculating a First Lien Creditor’s portion of any
distribution or amount, that amount (expressed as a percentage) equal to a
fraction the numerator of which is the then unpaid amount of such Secured
Creditor’s First Lien Primary Obligations or First Lien Secondary Obligations,
as the case may be, and the denominator of which is the then outstanding amount
of all First Lien Primary Obligations or First Lien Secondary Obligations, as
the case may be.


 


(ii)                                  For the purposes of this Agreement, “Second
Lien Creditor Pro Rata Share” shall mean, when calculating a Second Lien
Creditor’s portion of any distribution or amount, that amount (expressed as a
percentage) equal to a fraction the numerator of which is the then unpaid
amount of such Second Lien Creditor’s Second Lien Obligations and the
denominator of which is the then outstanding amount of all Second Lien
Obligations.


 


(c)                                  When payments to First Lien Creditors are
based upon their respective First Lien Creditor Pro Rata Shares, the amounts
received by such First Lien Creditors hereunder shall be applied (for purposes
of making determinations under this Section 7.4 only) (i) first, to their First
Lien Primary Obligations and (ii) second, to their First Lien Secondary Obligations.  If any payment to any First Lien Creditor of
its First Lien Creditor Pro Rata Share of any distribution would result in
overpayment to such First Lien Creditor, such excess amount shall instead be
distributed in respect of the unpaid First Lien Primary Obligations or First
Lien Secondary Obligations, as the case may be, of the other First Lien
Creditors, with each First Lien Creditor whose First Lien Primary Obligations
or First Lien Secondary Obligations, as the case may be, have not been paid in
full to receive an amount equal to such excess amount multiplied by a fraction
the numerator of which is the unpaid First Lien Primary Obligations or First
Lien Secondary Obligations, as the case may be, of such First Lien Creditor and
the denominator of which is the unpaid First Lien Primary Obligations or First
Lien Secondary Obligations, as the case may be, of all First Lien Creditors
entitled to such distribution.  If any
payment to any Second Lien Creditor of its Second Lien Creditor Pro Rata Share
of any distribution would result in overpayment to such Second Lien Creditor,
such excess shall instead be distributed in respect of the unpaid Second Lien
Obligations of the other Second Lien Creditors with each Second Lien Creditor
whose Second Lien Obligations have not been paid in full to receive an amount
equal to such excess amount multiplied by a fraction, the numerator of which is
the unpaid Second Lien Obligations of such Second Lien Creditor entitled to
distribution and the denominator of which is the unpaid Second Lien Obligations
of all Second Lien Creditors entitled to such distribution.


 


(d)                                 Each of the Secured Creditors, by their
acceptance of the benefits hereof and of the other Collateral Documents, agrees
and acknowledges that if the Bank Creditors receive a distribution on account
of undrawn amounts with respect to Letters of Credit issued under the Credit
Agreement (which shall only occur after all outstanding Revolving Loans under
the Credit Agreement and all unreimbursed drawings made under Letters of Credit
have been paid in full), such amounts shall be paid to the Administrative Agent
under the Credit Agreement and held by it, for the equal and ratable benefit of
the Bank Creditors, as cash security for the repayment of Obligations owing to
the Bank Creditors as such.  If any
amounts are held as cash


 


26





















 


security pursuant to the immediately preceding
sentence, then upon the termination of all outstanding Letters of Credit under
the Credit Agreement, and after the application of all such cash security to
the repayment of all Obligations owing to the Bank Creditors after giving
effect to the termination of all such Letters of Credit, if there remains any
excess cash, such excess cash shall be returned by the Administrative Agent to
the Collateral Agent for distribution in accordance with Section 7.4(a) hereof.


 


(e)                                  All payments required to be made
hereunder shall be made (x) if to the 
Bank Creditors, to the Administrative Agent for the account of the Bank
Creditors, (y) if to the Interest Rate Creditors, to the trustee, paying agent
or other similar representative (each a “Representative”) for the
Interest Rate Creditors or, in the absence of such a Representative, directly
to the Interest Rate Creditors and (z) if to the Second Lien Creditors, to the
Senior Secured Notes Trustee under the Senior Secured Notes Indenture for the
account of the Second Lien Creditors.


 


(f)                                    For purposes of applying payments
received in accordance with this Section 7.4, the Collateral Agent shall be
entitled to rely upon (i) the Administrative Agent, (ii) the
Representative or, in the absence of such a Representative, upon the Interest
Rate Creditors and (iii) the Senior Secured Notes Trustee for a determination
(which the Administrative Agent, each Representative, the Interest Rate
Creditors and the Senior Secured Notes Trustee agree (or shall agree) to
provide upon request of the Collateral Agent) of the outstanding Obligations
owed to the Bank Creditors, the Interest Rate Creditors or the Second Lien
Creditors, as the case may be.  Unless it
has received written notice from a Bank Creditor or an Interest Rate Creditor
to the contrary, the Administrative Agent and each Representative, in
furnishing information pursuant to the preceding sentence, and the Collateral
Agent, in acting hereunder, shall be entitled to assume that no First Lien
Secondary Obligations are outstanding. Unless it has written notice from an
Interest Rate Creditor to the contrary, the Collateral Agent, in acting
hereunder, shall be entitled to assume that no Interest Rate Agreements are in
existence.


 


(g)                                 This Agreement is made with full recourse
to each Assignor (including, without limitation, with full recourse to all
assets of such Assignor) and pursuant to and upon all the warranties,
representations, covenants and agreements on the part of such Assignor
contained herein, in the other Secured Debt Agreements and otherwise in writing
in connection herewith or therewith.  It
is understood that the Assignors shall remain jointly and severally liable to
the extent of any deficiency between the amount of the proceeds of the
Collateral and the aggregate amount of the Obligations.


 


(h)                                 Notwithstanding anything to the contrary
contained in this Agreement or in the other Collateral Documents, the Second
Lien Creditors, by accepting the benefits of this Agreement and the other
Collateral Documents, hereby expressly acknowledge and agree that (x) the
aggregate amount that they shall be entitled to receive from the exercise of
remedies in respect of the Collateral under this Agreement and the Collateral
Documents, will not exceed $150,000,000 in aggregate principal amount (plus
accrued and unpaid interest and fees thereon and indemnity and expense
reimbursement claims to the extent set forth in this Agreement, the other
Collateral Documents and the Senior Secured Notes Documents) (or such greater
principal amount as is expressly permitted at such time by the terms of the
Credit Agreement (or, if the


 


27





















 


Credit Agreement is no longer in effect, such greater
principal amount as is permitted at such time by the terms of the other Secured
Debt Agreements), in each case so long as such greater principal amount is otherwise
permitted to be so secured by the terms of the relevant Secured Debt
Agreements), and (y) they shall not be entitled to receive any application
pursuant to Section 7.4(a) hereof in respect of any Second Lien Excluded
Collateral.


 


7.5.  Remedies Cumulative. 
Each and every right, power and remedy hereby specifically given to the
Collateral Agent shall be in addition to every other right, power and remedy
specifically given to the Collateral Agent under this Agreement, the other
Secured Debt Agreements or now or hereafter existing at law, in equity or by
statute and each and every right, power and remedy whether specifically herein
given or otherwise existing may be exercised from time to time or
simultaneously and as often and in such order as may be deemed expedient by the
Collateral Agent.  All such rights,
powers and remedies shall be cumulative and the exercise or the beginning of
the exercise of one shall not be deemed a waiver of the right to exercise any
other or others.  No delay or omission of
the Collateral Agent in the exercise of any such right, power or remedy and no
renewal or extension of any of the Obligations shall impair any such right,
power or remedy or shall be construed to be a waiver of any Default or Event of
Default or an acquiescence thereof.  No
notice to or demand on any Assignor in any case shall entitle it to any other
or further notice or demand in similar or other circumstances or constitute a
waiver of any of the rights of the Collateral Agent to any other or further
action in any circumstances without notice or demand.  In the event that the Collateral Agent shall
bring any suit to enforce any of its rights hereunder and shall be entitled to
judgment, then in such suit the Collateral Agent may recover reasonable
expenses, including reasonable attorneys’ fees, and the amounts thereof shall
be included in such judgment.


 


7.6.  Discontinuance of Proceedings. 
In case the Collateral Agent shall have instituted any proceeding to
enforce any right, power or remedy under this Agreement by foreclosure, sale,
entry or otherwise, and such proceeding shall have been discontinued or
abandoned for any reason or shall have been determined adversely to the
Collateral Agent, then and in every such case the relevant Assignor, the
Collateral Agent and each holder of any of the Obligations shall be restored to
their former positions and rights hereunder with respect to the Collateral
subject to the security interest created under this Agreement, and all rights,
remedies and powers of the Collateral Agent shall continue as if no such
proceeding had been instituted.


 


ARTICLE VIII


 


INDEMNITY


 


8.1.  Indemnity. 
(a)  Each Assignor jointly and severally agrees to indemnify,
reimburse and hold the Collateral Agent, each other Secured Creditor that is an
indemnitee under Section 6 of Annex N hereto and their respective successors,
assigns, employees, affiliates and agents (hereinafter in this Section 8.1
referred to individually as “Indemnitee,” and collectively as “Indemnitees”)
harmless from any and all liabilities, obligations, damages, injuries,
penalties, claims, demands, actions, suits, judgments and any and all costs and
expenses (including reasonable fees and disbursements of counsel and other
professionals) (for the purposes of this Section 8.1 the foregoing are
collectively called “expenses”) of whatsoever kind and nature


 


28





















 


imposed on, asserted
against or incurred by any of the Indemnitees in any way relating to or arising
out of this Agreement, any other Secured Debt Agreement or any other document
executed in connection herewith or therewith or in any other way connected with
the administration of the transactions contemplated hereby or thereby or the
enforcement of any of the terms of, or the preservation of any rights under any
thereof, or in any way relating to or arising out of the manufacture,
ownership, ordering, purchase, delivery, control, acceptance, lease, financing,
possession, operation, condition, sale, return or other disposition, or use of
the Collateral (including, without limitation, latent or other defects, whether
or not discoverable), the violation of the laws of any country, state or other
governmental body or unit, any tort (including, without limitation, claims
arising or imposed under the doctrine of strict liability, or for or on account
of injury to or the death of any Person (including any Indemnitee), or property
damage), or contract claim; provided that no Indemnitee shall be indemnified
pursuant to this Section 8.1(a) for losses, damages or liabilities to the
extent caused by the gross negligence or willful misconduct of such Indemnitee
(as determined by a court of competent jurisdiction in a final and
non-appealable decision).  Each Assignor
agrees that upon written notice by any Indemnitee of the assertion of such a
liability, obligation, damage, injury, penalty, claim, demand, action, suit or
judgment, the relevant Assignor shall assume full responsibility for the
defense thereof.  Each Indemnitee agrees
to use its best efforts to promptly notify the relevant Assignor of any such
assertion of which such Indemnitee has knowledge.


 


(b)                                 Without limiting the application of
Section 8.1(a) hereof, each Assignor agrees, jointly and severally, to pay or
reimburse the Collateral Agent for any and all reasonable fees, costs and
expenses of whatever kind or nature incurred in connection with the creation,
preservation or protection of the Collateral Agent’s Liens on, and security
interest in, the Collateral, including, without limitation, all fees and taxes
in connection with the recording or filing of instruments and documents in
public offices, payment or discharge of any taxes or Liens upon or in respect
of the Collateral, premiums for insurance with respect to the Collateral and
all other fees, costs and expenses in connection with protecting, maintaining
or preserving the Collateral and the Collateral Agent’s interest therein,
whether through judicial proceedings or otherwise, or in defending or
prosecuting any actions, suits or proceedings arising out of or relating to the
Collateral.


 


(c)                                  Without limiting the application of
Section 8.1(a) or (b) hereof, each Assignor agrees, jointly and severally, to
pay, indemnify and hold each Indemnitee harmless from and against any loss, costs,
damages and expenses which such Indemnitee may suffer, expend or incur in
consequence of or growing out of any misrepresentation by any Assignor in this
Agreement, any other Secured Debt Agreement or in any writing contemplated by
or made or delivered pursuant to or in connection with this Agreement or any
other Secured Debt Agreement.


 


(d)                                 If and to the extent that the obligations
of any Assignor under this Section 8.1 are unenforceable for any reason, such
Assignor hereby agrees to make the maximum contribution to the payment and
satisfaction of such obligations which is permissible under applicable law.


 


29





















 


8.2.  Indemnity Obligations Secured by
Collateral; Survival.  Any amounts paid by any
Indemnitee as to which such Indemnitee has the right to reimbursement shall
constitute Obligations secured by the Collateral.  The indemnity obligations of each Assignor
contained in this Article VIII shall continue in full force and effect
notwithstanding the full payment of all of the other Obligations and
notwithstanding the full payment of all the Notes issued, and Loans made, under
the Credit Agreement, the termination of all Letters of Credit issued under the
Credit Agreement, the termination of all Interest Rate Agreements entered into
with the Interest Rate Creditors, the full repayment of all the outstanding
Senior Secured Notes and the payment of all other Obligations and
notwithstanding the discharge thereof.


 


ARTICLE IX


 


DEFINITIONS


 


The following terms shall have the meanings herein specified.  Such definitions shall be equally applicable
to the singular and plural forms of the terms defined.


 


“Account” shall mean any “account” as such term is defined in
the Uniform Commercial Code as in effect on the Amendment and Restatement
Effective Date in the State of New York, and in any event shall include
but shall not be limited to, all rights to payment of any monetary obligation,
whether or not earned by performance, (i) for property that has been or is to
be sold, leased, licensed, assigned or otherwise disposed of, (ii) for services
rendered or to be rendered, (iii) for a policy of insurance issued or to be
issued, (iv) for a secondary obligation incurred or to be incurred, (v) for
energy provided or to be provided, (vi) for the use or hire of a vessel under a
charter or other contract, (vii) arising out of the use of a credit or charge
card or information contained on or for use with the card, or (viii) as
winnings in a lottery or other game of chance operated or sponsored by a State,
governmental unit of a State, or person licensed or authorized to operate the
game by a State or governmental unit of a State.  Without limiting the foregoing, the term “account”
shall include all Health Care Insurance Receivables (if any).


 


“Administrative Agent” shall have the meaning provided in the
recitals of this Agreement.


 


“Agreement” shall mean this Amended and Restated U.S. Security
Agreement as the same may be modified, supplemented or amended from time to
time in accordance with its terms.


 


“Amendment and Restatement Effective Date” shall have the
meaning found in the preamble to this Agreement.


 


“Applicable Value” shall mean, with respect to any Subsidiary of
the Borrower, the aggregate amount, par value, book value as carried by the
Borrower or the market value, whichever is greater, of the capital stock or
other securities of such Subsidiary.


 


“As-Extracted Collateral” shall mean “as-extracted collateral”
as such term is defined in the Uniform Commercial Code as in effect on the
Amendment and Restatement Effective Date in the State of New York.


 


30





















 


“Assignor” shall have the meaning provided in the preamble to
this Agreement.


 


“Bank Assignment Agreement” shall have the meaning provided in
the recitals of this Agreement.


 


“Bank Creditors” shall have the meaning provided in the recitals
of this Agreement.


 


“BofA” shall mean Bank of America, N.A. (and shall include any
successor thereto).


 


“BofA Account” shall have the meaning provided in Section 3.9.


 


“Borrower” shall have the meaning provided in the recitals of
this Agreement.


 


“BTCC” shall mean BT Commercial Corporation (and shall include
any successor thereto).


 


“Cash Collateral Account” shall mean a cash collateral account maintained
with, and in the sole dominion and control of, the Collateral Agent for the
benefit of the Secured Creditors.


 


“Chattel Paper” shall mean “chattel paper” as such term is
defined in the Uniform Commercial Code as in effect on the Amendment and Restatement
Effective Date in the State of New York. 
Without limiting the foregoing, the term “Chattel Paper” shall in any
event include all Tangible Chattel Paper and all Electronic Chattel Paper.


 


“Class” shall have the meaning provided in Section 10.2 of this
Agreement.


 


“Collateral” shall have the meaning provided in Section 1.1(a)
of this Agreement.


 


“Collateral Agent” shall mean BofA (and any successor Collateral
Agent) acting as Collateral Agent pursuant to this Agreement and any other
Collateral Documents, and shall include any affiliate of BofA acting as a
sub-collateral agent pursuant to the Collateral Documents and shall also
include DBTCA and BTCC acting as sub-collateral agents as provided herein.  As appropriate, references to the Collateral
Agent shall also include any additional sub-collateral agents or co-collateral
agents as may be appointed from time to time by the Collateral Agent for
purposes of this Agreement in accordance with the provisions of Section 10.11
of the Credit Agreement.


 


 “Collection Bank” shall
have the meaning provided in Section 3.7.


 


 “Commercial Tort Claims”
shall mean “commercial tort claims” as such term is defined in the Uniform
Commercial Code as in effect on the Amendment and Restatement Effective Date in
the State of New York.


 


“Concentration Account” shall have the meaning provided in
Section 3.8.


 


31





















 


 “Concentration Account Bank”
shall have the meaning provided in Section 3.8.


 


“Contract Rights” shall mean all rights of any Assignor under
each Contract, including, without limitation, (i) any and all rights to receive
and demand payments (including without limitation Rentals) under any or all
Contracts, (ii) any and all rights to receive and compel performance under any
or all Contracts and (iii) any and all other rights, interests and claims now
existing or in the future arising in connection with any or all Contracts.


 


“Contracts” shall mean all contracts between any Assignor and
one or more additional parties (including, without limitation, any and all
Interest Rate Agreements, Leases, licensing agreements and any partnership
agreements, joint venture agreements and limited liability company agreements).


 


“Copyrights” shall mean any United States copyright owned by any
Assignor, including any registrations of any copyrights, in the United States
Copyright Office or any foreign equivalent office, as well as any application
for a copyright registration now or hereafter made with the United States
Copyright Office or any foreign equivalent office by any Assignor.


 


“Credit Agreement” shall have the meaning provided in the
recitals of this Agreement.


 


“Credit Document Obligations” shall have the meaning provided in
the definition of “Obligations” in this Article IX.


 


“DBTCA” shall mean Deutsche Bank Trust Company Americas
(formerly known as Bankers Trust Company), and shall include any successor
thereto.


 


“Default” shall mean any event which with notice or lapse of
time, or both, would constitute an Event of Default.


 


“Deposit Accounts” shall mean all “deposit
accounts” as such term is defined in the Uniform Commercial Code as in effect
on the Amendment and Restatement Effective Date in the State of New York.


 


“Documents” shall mean “documents” as such term is defined in
the Uniform Commercial Code as in effect on the Amendment and Restatement
Effective Date in the State of New York.


 


“Electronic Chattel Paper” shall mean “electronic chattel paper”
as such term is defined in the Uniform Commercial Code as in effect on the Amendment
and Restatement Effective Date in the State of New York.


 


“Equipment” shall mean any “equipment” as such term is defined
in the Uniform Commercial Code as in effect on the Amendment and Restatement
Effective Date in the State of New York, and in any event, shall include,
but shall not be limited to, all machinery, equipment, furnishings, fixtures
and vehicles now or hereafter owned by any Assignor and any and all additions,
substitutions and replacements of any of the foregoing, wherever located, together


 


32





















 


with all attachments, components, parts, equipment and
accessories installed thereon or affixed thereto.


 


“Event of Default” shall mean any Event of Default (or similar
term) under, and as defined in, the Credit Agreement or any Interest Rate
Agreement entered into with an Interest Rate Creditor and shall in any event
include, without limitation, (i) any payment default under the Credit
Agreement, any Interest Rate Agreement or any Senior Secured Notes Document
after the expiration of any applicable grace period and (ii) at any time after
the First Lien Obligations have been paid in full, all Letters of Credit have
been terminated or cash collateralized in a manner satisfactory to the
Administrative Agent and all Commitments have been terminated, any “Event of
Default” (or similar term) under, and as defined in, the Senior Secured Notes
Indenture.


 


“Existing Credit Agreement” shall have the meaning provided in
the recitals of this Agreement.


 


“First Lien Creditor Pro Rata Share” shall have the meaning
provided in Section 7.4(b)(i) of this Agreement.


 


“First Lien Creditors” shall have the meaning provided in the
recitals of this Agreement.


 


“First Lien Obligations” shall mean all Credit Document Obligations
and all Interest Rate Obligations.


 


“First Lien Primary Obligations” shall mean all principal of,
premium (if any), and interest (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 from post-petition interest is allowed in such proceeding) on, all
Loans under the Credit Agreement, all drawings under Letters of Credit issued
pursuant to the Credit Agreement that have not been reimbursed by the Borrower,
the contingent obligation to reimburse all drawings that may occur with respect
to outstanding Letters of Credit under the Credit Agreement and all fees owing
pursuant to the Credit Agreement.


 


“First Lien Secondary Obligations” shall mean all First Lien
Obligations other than First Lien Primary Obligations.


 


“General Intangibles” shall mean “general intangibles” as such
term is defined in the Uniform Commercial Code as in effect on the Amendment
and Restatement Effective Date in the State of New York.


 


“Goods” shall mean “goods” as such term is defined in the
Uniform Commercial Code as in effect on the Amendment and Restatement Effective
Date in the State of New York.


 


33





















 


“Health-Care-Insurance Receivable” shall mean any “health-care-insurance
receivable” as such term is defined in the Uniform Commercial Code as in effect
on the Amendment and Restatement Effective Date in the State of New York.


 


“Holdings” shall have the meaning provided in the recitals of
this Agreement.


 


“Holdings Excluded Collateral” shall mean all of Holding’s
right, title and interest in and to all cash and cash equivalents (including,
without limitation, Cash Equivalents) and any Deposit Accounts and all other
collateral described in clause (xxix) of Section 1.1 (in each instance, so long
as, with respect to any cash or cash equivalents contributed, distributed or
otherwise transferred to Holdings by the Borrower or any of its Subsidiaries
(whether or not in a Deposit Account or any other account referred to in clause
(xxix) of Section 1.1), the distribution, contribution or other transfer of any
such cash and cash equivalents to Holdings was not prohibited by the terms of
any Credit Document).


 


“Indemnitee” shall have the meaning provided in Section 8.1(a)
of this Agreement.


 


“Instrument” shall mean “instruments” as such term is defined in
the Uniform Commercial Code as in effect on the Amendment and Restatement
Effective Date in the State of New York.


 


“Interest Rate Agreements” shall have the meaning provided in
the recitals of this Agreement.


 


“Interest Rate Creditors” shall have the meaning provided in the
recitals of this Agreement.


 


“Interest Rate Obligations” shall have the meaning provided in
the definition of “Obligations” in this Article IX.


 


“Inventory” shall mean merchandise, inventory and goods, and all
additions, substitutions and replacements thereof and all accessions thereto,
wherever located, together with all goods, supplies, incidentals, packaging
materials, labels, materials and any other items used or usable in
manufacturing, processing, packaging or shipping same, in all stages of production
from raw materials through work in process to finished goods, and all products
and proceeds of whatever sort and wherever located any portion thereof which
may be returned, rejected, reclaimed or repossessed by the Collateral Agent
from any Assignor’s customers, and shall specifically include all “inventory”
as such term is defined in the Uniform Commercial Code as in effect on the
Amendment and Restatement Effective Date in the State of New York.


 


“Investment Property” shall mean “investment property” as such
term is defined in the Uniform Commercial Code as in effect on the Amendment
and Restatement Effective Date in the State of New York.


 


34





















 


“Lease” shall mean
any agreement between an Assignor and any other Person for the lease or rental
of Rental Equipment, Inventory or other assets or property, whether (x) by
such Assignor to such Person or (y) by such Person to such Assignor.


 


“Lenders” shall
have the meaning provided in the recitals of this Agreement.


 


“Letter-of-Credit
Rights” shall mean “letter-of-credit rights” as such term is defined in the
Uniform Commercial Code as in effect on the Amendment and Restatement Effective
Date in the State of New York.


 


“Liens” shall mean
any security interest, mortgage, pledge, lien, claim, charge, encumbrance,
title retention agreement, lessor’s interest in a financing lease or analogous
instrument, in, of, or on any Assignor’s property.


 


“Location” of any
Assignor, shall mean such Assignor’s “location” as determined pursuant to Section 9-307
of the UCC.


 


“Lockbox Addresses”
shall mean “Lockbox Addresses” and “P.O. Boxes” as such terms are defined
in applicable Collection Bank Agreement.


 


“Marks” shall mean
all right, title and interest in and to any trademarks, service marks and trade
names now held or hereafter acquired by any Assignor, including any
registration of any trademarks and service marks in the United States Patent
and Trademark Office or in any equivalent foreign office and any trade dress
including logos and/or designs used by any Assignor, however, that Marks shall
exclude in all cases all intent-to-use United States trademark applications for
which an amendment to allege use or statement of use has not been filed under
15 U.S.C. §1051(c) or (d), respectively, or if filed, has not been deemed
in conformance with 15 U.S.C. §1051(a) or examined and accepted,
respectively, by the United States Patent and Trademark Office, provided that,
upon such filing and acceptance, such intent-to-use applications shall be
included in the definition of “Marks”.


 


“MSO” shall mean
each manufacturer’s statement or certificate of origin with respect to any
Units.


 


“Obligations”
shall mean and include all of the following:


 


(i)                                     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,
principal, premium, interest (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),
reimbursement obligations under Letters of Credit, fees, costs and indemnities)
of each Assignor to the Bank Creditors, whether now existing or hereafter
incurred under, arising out of, or in connection with, the Credit Agreement and
the other Credit Documents to which such Assignor is a party (including, in the
case of each Assignor that is a Guarantor, all such obligations, liabilities
and


 


35





















 


indebtedness of such Assignor under the respective
Guaranty to which it is a party) and the due performance and compliance by such
Assignor with all of the terms, conditions and agreements contained in the
Credit Agreement and in such other Credit Documents (all such obligations,
liabilities and indebtedness under this clause (i), except to the extent
consisting of obligations or indebtedness with respect to Interest Rate
Agreements, being herein collectively called the “Credit Document Obligations”);


 


(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 such Assignor to 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) being herein
collectively called the “Interest Rate Obligations”);


 


(iii)                               the full and prompt payment when due (whether at the
stated maturity, by acceleration or otherwise) of all obligations, indebtedness
and liabilities (including, without limitation, principal, premium and interest
(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 such
Assignor to the Second Lien Creditors, whether now existing or hereafter
incurred under, arising out of, or in connection with the Senior Secured Notes
and the other Senior Secured Notes Documents to which such Assignor is a party
(including all such obligations, indebtedness and liabilities of such Assignor
under any guaranty constituting a Senior Secured Notes Document) and the due
performance and compliance by such Assignor with all of the terms, conditions
and agreements contained in the Senior Secured Notes and in such other Senior
Secured Notes Documents (all such obligations, indebtedness and liabilities
under this clause (iii) being herein collectively called the “Second
Lien Obligations”);


 


(iv)                              any and all sums advanced by the
Collateral Agent in order to preserve the Collateral or preserve its security
interest in the Collateral;


 


(v)                                 in the event of any proceeding for the
collection or enforcement of any indebtedness, obligations, or liabilities of
such Assignor referred to in clauses (i) through (iii) above, after
an Event of Default shall have occurred and be continuing, the reasonable
expenses of retaking, holding, preparing for sale or lease, selling or
otherwise


 


36





















 


disposing of or realizing on the Collateral, or of any
exercise by the Collateral Agent of its rights hereunder, together with
reasonable attorneys’ fees and court costs;


 


(vi)                              all amounts paid by any Indemnitee as to
which such Indemnitee has the right to reimbursement under Section 8.1 of
this Agreement; and


 


(vii)                           all amounts owing to any Agent pursuant to any of the
Credit Documents in its capacity as such;


 


it being
acknowledged and agreed that the “Obligations” shall include extensions of
credit of the types described above, whether outstanding on the date of this Agreement
or extended from time to time after the date of this Agreement.


 


“Original U.S.
Security Agreement” shall have the meaning provided in the recitals of this
Agreement.


 


“Patents” shall
mean any patent to which any Assignor now or hereafter has any right, title or
interest therein, and any divisions, continuations (including, but not limited
to, continuations-in-parts) and improvements thereof, as well as any
application for a patent now or hereafter made by any Assignor.


 


“Permits” shall
mean all licenses, permits, rights, orders, variances, franchises or
authorizations of or from any governmental authority or agency, except to the
extent the grant by the respective Assignor of a security interest therein
pursuant to this Agreement requires the consent of any such governmental
authority or agency or would give such governmental authority or agency the
right to terminate such permit.


 


 “Proceeds” shall mean all “proceeds” as
such term is defined in the Uniform Commercial Code as in effect in the State of
New York on the Amendment and Restatement Effective Date and, in any
event, shall also include, but not be limited to, (i) any and all proceeds
of any insurance, indemnity, warranty or guaranty payable to the Collateral
Agent or any Assignor from time to time with respect to any of the Collateral, (ii) any
and all payments (in any form whatsoever) made or due and payable to any
Assignor from time to time in connection with any requisition, confiscation,
condemnation, seizure or forfeiture of all or any part of the Collateral by any
governmental authority (or any person acting under color of governmental
authority) and (iii) any and all other amounts from time to time paid or
payable under or in connection with any of the Collateral.


 


“Registered Organization”
shall have the meaning provided in the Uniform Commercial Code as in effect in
the State of New York.


 


“Rental Equipment”
shall mean all Units which are sold or leased, or held for sale or lease, by
any Assignor to one or more third persons.


 


“Rentals” shall
mean all rents payable under the Leases in respect of the use of any Rental
Equipment by account debtors as lessees of such Rental Equipment to an Assignor
as the lessor of such Rental Equipment.


 


37





















 


“Representative”
shall have the meaning provided in Section 7.4(e) of this Agreement.


 


“Required Second Lien
Creditors” shall mean the holders of at least a majority of the then
outstanding principal amount of all Senior Secured Notes.


 


“Required Secured Creditors”
shall mean (i) at any time when any Credit Document Obligations are
outstanding or any Commitments or Letters of Credit under the Credit Agreement
exist, the Required Lenders (or, to the extent required by Section 11.10
of the Credit Agreement, each of the Lenders), (ii) at any time after all
of the Credit Document Obligations have been paid in full in cash in accordance
with the terms thereof and all Commitments and Letters of Credit under the
Credit Agreement have been terminated, the holders of a majority of the
Interest Rate Obligations and (iii) at any time after all Credit Document
Obligations and Interest Rate Obligations have been paid in full in cash in
accordance with the terms thereof and all Commitments and Letters of Credit
under the Credit Agreement have been terminated, the Senior Secured Notes
Trustee acting at the direction of the Required Second Lien Creditors.


 


“Requisite Creditors”
shall have the meaning provided in Section 10.2 of this Agreement.


 


“Second Lien Creditor
Pro Rata Share” shall have the meaning provided in Section 7.4(b)(ii) of
this Agreement.


 


“Second Lien Creditors”
shall have the meaning provided in the recitals of this Agreement.


 


“Second Lien Excluded
Collateral” shall mean and include (i) any property or assets owned by
any Unrestricted Subsidiary (as defined in the Senior Secured Notes Indenture),
(ii) all capital stock or other securities of the Borrower or any
Unrestricted Subsidiary and (iii) all capital stock or other securities of
Restricted Subsidiaries (as defined in the Senior Secured Notes Indenture) to
the extent the Applicable Value of such capital stock or other securities (on a
Subsidiary by Subsidiary basis) is equal to or greater than 20% of the then
aggregate principal amount of the Senior Secured Notes outstanding and (iv) all
proceeds and products from any and all of the foregoing excluded Collateral
described in clauses (i) through (iii), unless such proceeds or products
would otherwise constitute Collateral without regard to preceding clauses (i) through
(iii); provided, however, in the event that Rule 3-10
or Rule 3-16 of Regulation S-X under the Securities Act is amended,
modified or interpreted by the SEC to require (or is replaced with another rule or
regulation, or any other law, rule or regulation is adopted, which would
require) the filing with the SEC of separate financial statements of any
Restricted Subsidiary of the Borrower due to the fact that such Restricted
Subsidiary’s capital stock or other securities secure the Senior Secured Notes,
then the capital stock or other securities of such Restricted Subsidiary shall
automatically be deemed not to be part of the Collateral in which the Second
Lien Creditors have a security interest and shall automatically be deemed to be
part of the Second Lien Excluded Collateral, but only to the extent necessary
to not be subject to such requirement. 
In such event, the applicable Collateral Documents shall be deemed to be
amended or modified (without the consent of any Secured Creditor) to include as
Second Lien Excluded Collateral the shares of capital stock or other securities
that are so deemed to no longer constitute


 


38





















 


part of the
Collateral.  In the event that Rule 3-10
or Rule 3-16 of Regulation S-X under the Securities Act is amended,
modified or interpreted by the SEC to permit (or are replaced with another rule or
regulation or any other law, rule or regulation is adopted, which would
permit) such Restricted Subsidiary’s capital stock and other securities to
secure the Senior Secured Notes in excess of the amount or value then pledged
pursuant to the Collateral Documents without the filing with the SEC of
separate financial statements of such Restricted Subsidiary, then the capital
stock and other securities of such Restricted Subsidiary shall automatically be
deemed to be a part of the Collateral, but only to the greatest extent which
would not cause the financial statements of such Restricted Subsidiary to be
subject to any such financial statement requirement.


 


“Second Lien
Obligations” shall have the meaning provided in the definition of “Obligations”
in this Article IX.


 


 “Secured Creditor Grantors” shall have
the meaning provided in Section 10.17 of this Agreement.


 


“Secured Creditors”
shall have the meaning provided in the recitals of this Agreement.


 


“Secured Debt
Agreements” shall mean and include this Agreement, the other Credit
Documents, the Interest Rate Agreements entered into with an Interest Rate
Creditor and the Senior Secured Notes Documents.


 


“Security Bond
Obligations” shall have the meaning provided in Section 10.17 of this
Agreement.


 


“Senior Secured
Noteholders” shall have the meaning provided in the recitals of this
Agreement.


 


“Senior Secured Notes”
shall have the meaning provided in the recitals of this Agreement.


 


“Senior Secured Notes
Documents” shall have the meaning provided in the recitals of this
Agreement.


 


“Senior Secured Notes
Indenture” shall have the meaning provided in the recitals of this
Agreement.


 


“Senior Secured Notes
Trustee” shall have the meaning provided in the preamble of this Agreement.


 


“Software” shall
mean “software” as such term is defined in the Uniform Commercial Code as in
effect on the Amendment and Restatement Effective Date in the State of New York.


 


“Supporting
Obligations” shall mean any “supporting obligation” as such term is defined
in the Uniform Commercial Code as in effect on the Amendment and Restatement


 


39





















 


Effective Date in
the State of New York, now or hereafter owned by any Assignor, or in which
any Assignor has any rights, and, in any event, shall include, but shall not be
limited to all of such Assignor’s rights in any Letter-of-Credit Right or
secondary obligation that supports the payment or performance of, and all
security for, any Account, Chattel Paper, Document, General Intangible,
Instrument or Investment Property.


 


“Tangible Chattel
Paper” shall mean “tangible chattel paper” as such term is defined in the
Uniform Commercial Code as in effect on the Amendment and Restatement Effective
Date in the State of New York.


 


“Termination Date”
shall have the meaning provided in Section 10.8(a) of this Agreement.


 


“Timber-to-be-Cut”
shall mean “timber-to-be-cut” as such term is used in the Uniform Commercial
Code as in effect on the Amendment and Restatement Effective Date in the State
of New York.


 


“Trade Name and
Service Mark License Agreement” shall mean the Trade Name and Service Mark
License Agreement, dated as of September 1, 1998, among Space Master
International, Inc. as licensor, Space Master Building Systems, LLC, Space
Master Manufacturing, Inc., Space Master Manufacturing of Pennsylvania, Inc.
and Raymond A. Wooldridge, collectively as licensee.


 


“Trade Secret Rights”
shall have the meaning provided in Section 5.1 of this Agreement.


 


“Transmitting Utility”
shall mean a “transmitting utility” as such term is used in the Uniform
Commercial Code as in effect on the Amendment and Restatement Effective Date in
the State of New York.


 


“UCC” shall mean
the Uniform Commercial Code as in effect from time to time in the relevant
jurisdiction.


 


“Unit Certificates”
shall mean certificates of title, certificates of ownership or other
registration certificates issued or required to be issued under the certificate
of title or other similar laws of any State for any of the Units owned or
leased by any Assignor.


 


“Units” shall mean
the mobile structures, modular units and containers generally constructed of
steel or using a steel frame and undercarriage with an exterior of wood or
aluminum and similar products owned by an Assignor used to provide office,
classroom, storage, commercial or other space, whether in single units or
physically attached to other such units (and including in such form, storage
containers, mobile offices and modular structures and related equipment), which
structures are capable of being transported to and assembled on remote sites,
and which may be equipped with air conditioning and heating, electrical
outlets, floors, partitions, plumbing, carpeting, moldings, wall coverings,
lighting and other accessories.


 


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ARTICLE X


 


MISCELLANEOUS


 


10.1.  Notices. 
Except as otherwise specified herein, all notices, requests, demands or other
communications to or upon the respective parties hereto shall be sent or
delivered by mail, telegraph, telex, telecopy, cable or courier service and all
such notices and communications shall, when mailed, telegraphed, telexed,
telecopied, or cabled or sent by courier, be effective when deposited in the
mails, delivered to the telegraph company, cable company or overnight courier,
as the case may be, or sent by telex or telecopier, except that notices and
communications to the Collateral Agent or any Assignor shall not be effective
until received by the Collateral Agent or such Assignor, as the case may
be.  All notices and other communications
shall be in writing and addressed as follows:


 


(a)           if to any Assignor, c/o:


 


Williams Scotsman, Inc.

8211 Town Center Drive

Baltimore, Maryland  21236


Attention:  John
Ross


Telephone No.: 
(410) 931-6000


Telecopier No.: 
(410) 931-6117


 


(b)           if to the Collateral Agent, at:


 


Bank of America, N.A.


335 Madison Avenue


New York, NY 
10017


Attention:  Business Capital/URGENT


Telephone No.:  (212) 503-7632


Telecopier No.:  (212) 503-7330


 


(c)                                  if to any Bank Creditor other than the
Collateral Agent, at such address as such Bank Creditor shall have specified in
the Credit Agreement;


 


(d)                                 if to any Interest Rate Creditor, at such
address as such Interest Rate Creditor shall have specified in writing to each
Assignor and the Collateral Agent;


 


(e)                                  if to the Senior Secured Notes Trustee or
any other Second Lien Creditor, at:


 


U.S.
Bank National Association


60 Livingston Avenue


EP MN WS3C


St. Paul, Minnesota 55107-2292


Attention:  Richard Prokosch


Telephone
No.: (651) 495-3918


Telecopier No.: (651) 495-8097


 


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or at such other address
or addressed to such other individual as shall have been furnished in writing
by any Person described above to the party required to give notice hereunder.


 


10.2.  Waiver;
Amendment.  Except as provided in Sections 10.8 and
10.14, none of the terms and conditions of this Agreement, any other Collateral
Document, the Intercreditor Agreement, or any of the defined terms contained in
the Credit Agreement that are incorporated herein or in any such other
Collateral Document pursuant to the terms of this Agreement or in any such
other Collateral Document (but only insofar as such terms are used in this
Agreement or in any such other Collateral Document) may be changed, waived,
modified or varied in any manner whatsoever unless in writing duly signed by
each Assignor and the Collateral Agent (with the written consent of the
Required Secured Creditors); provided, however, that (i) the
terms and conditions of the Intercreditor Agreement may be changed, waived,
modified or varied without the consent of any Assignor, (ii) any change,
waiver, modification or variance (x) affecting the rights and benefits of
a single Class of First Lien Creditors (and not all First Lien Creditors
in a like or similar manner) also shall require the written consent of the
Requisite Creditors of such affected Class of First Lien Creditors and (y)
materially and adversely affecting the rights and benefits of the Second Lien
Creditors (and not all Secured Creditors in a like or similar manner) shall
require the written consent of the Requisite Creditors of the Second Lien
Creditors and (iii) notwithstanding anything to the contrary in clause (ii) above,
in any other provision of this Agreement or in any other Secured Debt
Agreement, the provisions of this Agreement and each of the other Collateral
Documents may be changed, modified, supplemented or varied with the consent of
the Assignors directly affected thereby and the Collateral Agent (with the
written consent of the Required Secured Creditors (but excluding the Second
Lien Creditors in their capacity as such)) to secure additional extensions of
credit and add new creditors as “Secured Creditors” hereunder (either as part
of an existing Class of Secured Creditors or as a newly created class), in
each case without any obligation to give any notice to, or receive any consent
from, the Second Lien Creditors in their capacities as such so long as such
change, modification or variance does not expressly violate the provisions of
the Credit Agreement or Article IV or V of the Senior Secured Notes
Indenture.  For the purpose of this
Agreement and each other Collateral Document, the term “Class” shall
mean each class of Secured Creditors, i.e., whether (x) the Bank
Creditors as holders of the Credit Document Obligations, (y) the Interest Rate
Creditors as the holders of the Interest Rate Obligations or (z) the
Second Lien Creditors as holders of the Second Lien Obligations.  For the purpose of this Agreement, the term “Requisite
Creditors” of any Class shall mean each of (x) with respect to the
Credit Document Obligations, the Required Lenders (or all of the Lenders if
required by Section 11.10 of the Credit Agreement), (y) with respect
to the Interest Rate Obligations, the holders of at least a majority of all
Interest Rate Obligations outstanding from time to time under the respective
Interest Rate Agreements and (z) with respect to the Second Lien Obligations,
the Senior Secured Notes Trustee (acting at the direction of the Required
Second Lien Creditors).


 


10.3.  Obligations
Absolute.  The obligations of each Assignor hereunder
shall remain in full force and effect without regard to, and shall not be
impaired by, (a) any


 


42





















 


bankruptcy, insolvency, reorganization, arrangement, readjustment,
composition, liquidation or the like of such Assignor; (b) any exercise or
non-exercise, or any waiver of, any right, remedy, power or privilege under or
in respect of this Agreement or any other Secured Debt Agreement; or (c) any
amendment to or modification of any Secured Debt Agreement or any security for
any of the Obligations; whether or not such Assignor shall have notice or
knowledge of any of the foregoing.


 


10.4.  Successors
and Assigns.  This Agreement shall be binding upon each
Assignor and its successors and assigns (although no Assignor may assign its rights
and obligations hereunder except in accordance with the provisions of the
Secured Debt Agreements) and shall inure to the benefit of the Collateral Agent
and the other Secured Creditors and their respective successors and assigns.  All agreements, statements, representations
and warranties made by each Assignor herein or in any certificate or other
instrument delivered by such Assignor or on its behalf under this Agreement
shall be considered to have been relied upon by the Secured Creditors and shall
survive the execution and delivery of this Agreement and the other Secured Debt
Agreements regardless of any investigation made by the Secured Creditors or on
their behalf.


 


10.5.  Headings
Descriptive.  The headings of the several sections of this
Agreement are inserted for convenience only and shall not in any way affect the
meaning or construction of any provision of this Agreement.


 


10.6.  GOVERNING LAW; SUBMISSION TO JURISDICTION;
VENUE; WAIVER OF JURY TRIAL.  (a)  THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW
YORK.  ANY LEGAL ACTION OR PROCEEDING
WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT
IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH ASSIGNOR HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT
OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION
OF THE AFORESAID COURTS.  EACH ASSIGNOR
HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK
JURISDICTION OVER SUCH ASSIGNOR, AND AGREES NOT TO PLEAD OR CLAIM IN ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT BROUGHT IN ANY OF THE AFORESAID COURTS THAT ANY SUCH COURT LACKS
JURISDICTION OVER SUCH ASSIGNOR.  EACH
ASSIGNOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF
THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF
COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ANY SUCH
ASSIGNOR AT ITS ADDRESS FOR NOTICES AS PROVIDED IN SECTION 10.1 ABOVE,
SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.  EACH ASSIGNOR HEREBY IRREVOCABLY WAIVES ANY
OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES
NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING


 


43





















 


COMMENCED HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT THAT SUCH
SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE
COLLATERAL AGENT UNDER THIS AGREEMENT, OR ANY SECURED CREDITOR, TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS
OR OTHERWISE PROCEED AGAINST ANY ASSIGNOR IN ANY OTHER JURISDICTION.


 


(b)                                 EACH ASSIGNOR HEREBY IRREVOCABLY WAIVES
ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF
ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED
TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES
NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


 


(c)                                  EACH ASSIGNOR AND EACH SECURED CREDITOR
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 


10.7.  Assignor’s
Duties.  It is expressly agreed, anything herein
contained to the contrary notwithstanding, that each Assignor shall remain
liable to perform all of the obligations, if any, assumed by it with respect to
the Collateral and the Collateral Agent shall not have any obligations or
liabilities with respect to any Collateral by reason of or arising out of this
Agreement, nor shall the Collateral Agent be required or obligated in any
manner to perform or fulfill any of the obligations of any Assignor under or
with respect to any Collateral.


 


10.8.  Termination;
Release.  (a)  On the Termination Date, this
Agreement shall terminate (provided that all indemnities set forth herein
including, without limitation in Section 8.1 hereof and in Section 6
of Annex N hereto, shall survive such termination) and the Collateral
Agent, at the request and expense of the respective Assignor, will promptly
execute and deliver to such Assignor a proper instrument or instruments
(including Uniform Commercial Code termination statements on form UCC-3)
acknowledging the satisfaction and termination of this Agreement, and will duly
assign, transfer and deliver to such Assignor (without recourse and without any
representation or warranty) such of the Collateral as may be in the possession
of the Collateral Agent and as has not theretofore been sold or otherwise
applied or released pursuant to this Agreement. 
As used in this Agreement, “Termination Date” shall mean the date
upon which the Total Commitments under the Credit Agreement have been
terminated and all Interest Rate Agreements entered into with any Interest Rate
Creditor have been terminated (or cash collateralized in a manner reasonably
satisfactory to the Administrative Agent), no Note under the Credit Agreement
is outstanding and all Loans thereunder have been repaid in full in cash in
accordance with the terms thereof, all Letters of Credit issued under the
Credit Agreement have been terminated (or cash collateralized in a manner
satisfactory to the Administrative Agent), all


 


44





















 


Second Lien Obligations have been paid in full in cash (or defeased or
discharged) in accordance with the terms thereof and all other Obligations then
due and payable have been paid in full; provided, however, at
such time as (x) all First Lien Obligations have been paid in full in cash
in accordance with the terms thereof and all Commitments under the Credit
Agreement have been terminated and all Letters of Credit have been terminated
or cash collateralized in a manner satisfactory to the Administrative Agent or
(y) the First Lien Creditors have released their Liens on all of the
Collateral then, in either case, this Agreement and the security interests
created hereby shall terminate (provided that all indemnities set forth herein
(including, without limitation, in Section 8.1 hereof) and in Section 6
of Annex N hereto shall survive such termination) unless, in the case of
preceding clause (x), any Event of Default under the Senior Secured Notes
Indenture exists as of the date on which the First Lien Obligations are repaid
in full and terminated as described in such clause (x), in which case the
security interests created under this Agreement in favor of the Second Lien
Creditors will not be released except to the extent the Collateral or any
portion thereof was disposed of in order to repay the First Lien Obligations
(although the security interests created in favor of the Second Lien Creditors
will be released when such Event of Default and all other Events of Default
under the Senior Secured Notes Indenture cease to exist).


 


(b)                                 In the event that any part of the
Collateral is sold, transferred or otherwise disposed of (by dividend,
contribution or otherwise) (other than to Holdings (other than cash or cash
equivalents distributed to Holdings in accordance with the terms of the Credit
Agreement), the Borrower or any of the Borrower’s Domestic Subsidiaries or Canadian
Subsidiaries) in accordance with the terms of the Secured Debt Agreements or is
otherwise released with the consent of the Collateral Agent or the Required
Secured Creditors and the proceeds of such sale, transfer or other disposition,
or from such release, are applied in accordance with the provisions of the
respective Secured Debt Agreements, to the extent required to be so applied,
such Collateral will be sold, transferred or otherwise disposed of free and
clear of the Liens created by this Agreement and the Collateral Agent, at the
request and expense of the relevant Assignor, will duly and promptly assign,
transfer and deliver to such Assignor or its designee (without recourse and
without any representation or warranty) such of the Collateral as is then being
(or has been) so sold, transferred or otherwise disposed of, or released, and
as may be in the possession of the Collateral Agent and has not theretofore
been released pursuant to this Agreement. 
In the event that any capital stock or other equity interests (or any
interest therein) held by Holdings in an Unrestricted Subsidiary or any other
foreign Person that is not a Subsidiary of the Borrower constituting Collateral
are sold, transferred or otherwise disposed of (by dividend, contribution or
otherwise), so long as (i) no Default or Event of Default is continuing
and (ii) the Administrative Agent and Collateral Agent have received a
certificate, in form and substance reasonably satisfactory to the
Administrative Agent, signed by a Responsible Officer of Holdings certifying
that such Collateral is being sold, transferred or otherwise disposed of by
Holdings for a business purpose (including, without limitation, that it is
being pledged in connection with local financing, sold (in whole or in part),
liquidated, exchanged or contributed to a joint venture), such Collateral will
be sold, transferred or otherwise disposed of free and clear of the Liens
created by this Agreement, and the Collateral Agent, at the request and expense
of Holdings, will duly and promptly assign, transfer and deliver to Holdings or
its designee (without recourse and without any representation or warranty) such
of the Collateral as is then being (or has been) so sold, transferred or
otherwise disposed of, or released, and as may


 


45





















 


be in the
possession of the Collateral Agent and has not theretofore been released
pursuant to this Agreement.  Furthermore,
upon the release of any Subsidiary Guarantor from the Subsidiaries Guaranty in
accordance with the provisions thereof, such Assignor (and the Collateral at
such time assigned by the respective Assignor pursuant hereto) shall be
released from this Agreement.


 


(c)                                  To the extent not otherwise provided in
preceding clauses (a) and (b), the Collateral Agent shall without the
consent of any Secured Creditor release all or any portion of the Collateral
securing the Second Lien Obligations to the extent provided in the Senior
Secured Note Indenture.


 


(d)                                 At any time that an Assignor desires that
the Collateral Agent take any action to acknowledge or give effect to any
release of Collateral pursuant to the foregoing Section 10.8(a), (b) or
(c) such Assignor shall deliver to the Collateral Agent a certificate
signed by a senior officer of such Assignor stating that the release of the
respective Collateral is permitted pursuant to such Section 10.8(a), (b) or
(c).  At any time that the Borrower or
the respective Assignor desires that a Subsidiary of the Borrower which has
been released from the Subsidiaries Guaranty be released hereunder as provided
in the last sentence of Section 10.8(b), it shall deliver to the
Collateral Agent a certificate signed by a Responsible Officer of the Borrower
and the respective Assignor stating that the release of the respective Assignor
(and its Collateral) is permitted pursuant to such Section 10.8(b).


 


(e)                                  The Collateral Agent shall have no
liability to any Secured Creditor for any release of Collateral by it which is
in accordance with, or which the Collateral Agent in good faith believes to be
in accordance with, the provisions of this Section 10.8.  Upon any release of Collateral pursuant to Section 10.8(a) or
(b), none of the Secured Creditors shall have any continuing right or interest
in such Collateral.


 


(f)                                    Without limiting the foregoing provisions
of this Section 10.8, to the extent applicable following the qualification
of the Senior Secured Notes Indenture under the Trust Indenture Act (but only
insofar as this Agreement applies to the Second Lien Creditors), the parties
hereto agree that if any amendments to this Agreement or any other Security
Document are required in order to comply with the applicable provisions of the
Trust Indenture Act, such parties shall cooperate and act in good faith to effect
such amendments as promptly as practicable.


 


10.9.  Limited
Obligations.  It is the desire and intent of each Assignor
and the Secured Creditors that this Agreement shall be enforced against each
Assignor to the fullest extent permissible under the laws and public policies
applied in each jurisdiction in which enforcement is sought.  Notwithstanding anything to the contrary
contained herein, in furtherance of the foregoing, it is noted that the
obligations of each Assignor that is a Subsidiary of the Borrower and which has
executed a guaranty of any of the Obligations pursuant to a Secured Debt
Agreement may have been limited as provided therein.  To the extent not otherwise
provided in a guaranty given by an Assignor in respect of the Second Lien Obligations,
each Assignor, other than the Borrower (collectively, the “second lien
assignors”), the Senior Secured Notes Trustee and each other Second Lien
Creditor hereby confirm that it is the intention of all such Persons that the
grant of the security interest hereunder by the second lien assignors with
respect to the Second Lien Obligations and the Second Lien Obligations of


 


46





















 


each such second lien assignor hereunder does
not constitute a fraudulent transfer or conveyance for purposes of any
Bankruptcy Law (as defined in the Senior Secured Notes Indenture), the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
foreign, federal or state law to the extent applicable to this Agreement and
the Second Lien Obligations of the second lien assignors hereunder.  To effectuate the foregoing intention, the
Senior Secured Notes Trustee, the other Second Lien Creditors and the second
lien assignors hereby irrevocably agree that the Second Lien Obligations of the
second lien assignors hereunder at any time shall be limited to the maximum
amount (after taking into account any guaranty of the First Lien Obligations by
the second lien assignors) as will result in the Second Lien Obligations of the
second lien assignors hereunder not constituting a fraudulent transfer or
conveyance.


 


10.10.  Counterparts. 
This Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument. 
A set of counterparts executed by all the parties hereto shall be lodged
with each Assignor and the Collateral Agent.


 


10.11.  Severability. 
Any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


10.12.  The Collateral Agent and the other Secured
Creditors.  (a)  The Collateral Agent will hold
in accordance with this Agreement all items of the Collateral at any time
received under this Agreement.  It is
expressly understood and agreed that the obligations of the Collateral Agent as
holder of the Collateral and interests therein and with respect to the
disposition thereof, and otherwise under this Agreement, are only those
expressly set forth in this Agreement and in Annex N hereto.  The Collateral Agent shall act hereunder and
thereunder on the terms and conditions set forth herein and in Annex N
hereto.


 


(b)                                 In addition to the provisions of clause (a) of
this Section 10.12 and the other provisions of this Agreement and the
other Collateral Documents, the Secured Creditors (by their acceptance of the
benefits of this Agreement and the other applicable Collateral Documents) also
expressly acknowledge and agree to the other provisions of Annex N hereto.


 


10.13.  Benefit
of Agreement.  This Agreement shall be binding upon the
parties hereto and their respective successors and assigns and shall inure to
the benefit of and be enforceable by each of the parties hereto and its
successors and assigns.


 


10.14.  Additional Assignors.  It is understood and agreed that any
Subsidiary of the Borrower that is required to become a party to this Agreement
after the Amendment and Restatement Effective Date pursuant to the requirements
of the respective Secured Debt Agreements, shall become an Assignor hereunder
by (x) executing a counterpart of a U.S. Subsidiary Joinder Agreement
substantially in the form of Exhibit N to the Credit Agreement, and
delivering same to the Collateral Agent, (y) delivering supplements to Annexes
A through E,


 


47





















 


inclusive,
and G through J, inclusive, hereto as are necessary to cause Annexes to be
complete and accurate with respect to such additional Assignor on such date and
(z) taking all actions specified in this Agreement as would have been taken by
such Assignor had it been an original party to this Agreement, in each case
with all documents required above to be delivered to the Collateral Agent and
with all documents and actions above to be taken to the reasonable satisfaction
of the Collateral Agent.


 


10.15.  Appointment of DBTCA and BTCC as
Sub-collateral Agents.  (a)  Each of DBTCA
and BTCC is hereby appointed by the Collateral Agent to act, and each of DBTCA
and BTCC agrees that it shall act, as a sub-collateral agent of the Collateral
Agent hereunder with respect to any and all Units of any Assignor which from
time to time, or at any time, are evidenced by a (or have a related)
Certificate of Title which reflects DBTCA or BTCC, as the case may be, as the
secured party.  Each Assignor, and each
of the Secured Creditors, agrees to the appointment of each of DBTCA and BTCC
as provided in this Section 10.15. 
All parties hereto agree that DBTCA and BTCC shall have a perfected
security interest in the Units described above, which security interest shall
be created pursuant to this Agreement and held for the benefit of the Secured
Creditors in accordance with the terms of this Agreement.


 


(b)                                 The parties hereto acknowledge and agree
that, with respect to Certificated Units held by the Assignors prior to the
Amendment and Restatement Effective Date, the related Certificates of Title may
reflect either DBTCA or BTCC as the secured party thereon.  Unless and until the Collateral Agent
requests the Assignors to alter the secured party to directly name the
Collateral Agent, such certificates may continue to reflect DBTCA or BTCC, as
the case may be, as secured party so long as DBTCA or BTCC, as the case may be,
continues to act as a sub-collateral agent of the Collateral Agent hereunder.


 


(c)                                  With respect to all Units acquired by any
Assignor on or after the Amendment and Restatement Effective Date, or where the
interest of the Collateral Agent (or a sub-collateral agent) is to be noted
thereon on or after the Amendment and Restatement Effective Date, the Assignor
shall cause the Collateral Agent to be directly named as the secured party;
provided that if for any reason DBTCA or BTCC is named as the secured party it
shall act as sub-collateral agent of the Collateral Agent with respect thereto
as provided above in this Section 10.15.


 


(d)                                 With respect to all Units of each
Assignor where DBTCA or BTCC is listed as the secured party, DBTCA or BTCC, as
applicable, hereby agrees, for the benefit of the Collateral Agent and the
Secured Creditors, that its holds such security interests as sub-collateral
agent of the Collateral Agent for the benefit of the Secured Creditors
hereunder.


 


(e)                                  In
its capacity as sub-collateral agent of the Collateral Agent hereunder, each of
DBTCA and BTCC shall have all of the rights specified in Annex N to this
Agreement (and shall act in accordance with the terms and conditions set forth
herein and in said Annex N).  So long as
each of DBTCA and BTCC executes and delivers to the Collateral Agent a copy of
this Agreement, no further instrument need be signed by DBTCA or BTCC to
evidence, or with respect to, its appointment as sub-collateral agent pursuant
to this Section 10.15.


 


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10.16.  Custodian
Agreement.  (a)  The parties hereto acknowledge
and agree that, pursuant to the Custodian Agreement, the Custodians defined
therein shall act as provided therein, and shall hold certain Collateral on
behalf of the Collateral Agent.  Each
Assignor acknowledges and agrees that it shall cause all Unit Certificates and
MSOs with respect to its Units, and all its Leases, to be delivered to the
Custodians to be held by them pursuant to the Custodian Agreement.  All Collateral so held by the Custodians
shall be subject to the security interests created pursuant hereto.  Each Assignor shall use good faith efforts to
cause the Custodian Agreement to be complied with at all times by the
Custodians, and shall at all times cause one or more Custodians to be acting
pursuant thereto.


 


(b)                                 Any Person which becomes an Assignor
after the date of this Agreement pursuant to Section 10.14 shall also
become a party to the Custodian Agreement, as a “Company”, in accordance with
the relevant provisions thereof.


 


10.17.  Acknowledgements Regarding Security Bond
Obligations.  For greater certainty, and without limiting
the powers of the Collateral Agent hereunder or under any of the other Credit
Documents, the Borrower hereby acknowledges that the Collateral Agent shall,
for purposes of holding any security interest granted by any Credit Party in
any of its property or assets pursuant to the laws of the Province of Quebec to
secure obligations of such Credit Party under any debenture or bond (any such
obligations, “Security Bond Obligations”), be the holder of an
irrevocable power of attorney (fondé de
pouvoir) (within the meaning of the Civil
Code of Quebec, as amended) for each of the First Lien Creditors and
the Senior Secured Notes Trustee (on behalf of the Second Lien Creditors) and
in particular for all present and future holders of any debenture or bond (the
First Lien Creditors and the Senior Secured Notes Trustee (on behalf of the
Second Lien Creditors) and any such holders, collectively, the “Secured
Creditor Grantors”).  In accepting
the benefits afforded to it hereunder, each Secured Creditor Grantor hereby
constitutes, to the extent necessary, the Collateral Agent as the holder of an
irrevocable power of attorney (fondé de
pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec, as amended) in order
to hold security granted by any Credit Party in the Province of Quebec to
secure Security Bond Obligations.  Each
assignee of any Secured Creditor Grantor shall be deemed to have confirmed and
ratified the constitution of the Collateral Agent as the holder of such
irrevocable power of attorney (fondé de
pouvoir) upon becoming a Lender under the Credit Agreement as
contemplated in Section 11.6(b)(A) thereof or becoming a Senior
Secured Noteholder in accordance with the terms of the Senior Secured Notes
Indenture, as the case may be, and/or by receiving the benefits of the
Collateral Documents.  Notwithstanding
the provisions of Section 32 of An Act
Respecting the Special Powers of Legal Persons (Quebec), the
Collateral Agent may acquire and be the holder of any debenture or bond.  The Borrower hereby acknowledges that such
debenture or bond constitutes a title of indebtedness, as such term is used in Article 2692
of the Civil Code of Quebec, as
amended.


 


 


[Remainder
of this page intentionally left blank; signature page follows]


 


49





















 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed and delivered by their
duly authorized officers as of the Amendment and Restatement Effective Date.


 


 


	
   

  	
  WILLIAMS
  SCOTSMAN

  INTERNATIONAL, INC. (formerly known as

  SCOTSMAN HOLDINGS, INC.),

  as an Assignor 

  
	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
  By:

  	
  /s/ Robert C.
  Singer

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
					



 


	
   

  	
  WILLIAMS
  SCOTSMAN, INC.,

  as an Assignor 

  
	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
  By:

  	
  /s/ Robert C.
  Singer

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
					



 


	
   

  	
  WILLSCOT
  EQUIPMENT, LLC,

  as an Assignor

  
	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
  By:

  	
  WILLIAMS
  SCOTSMAN, INC.,

  
	
   

  	
   

  	
  as Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
  By: 

  	
  /s/ Robert C.
  Singer

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
					



 


	
   

  	
  SPACE MASTER
  INTERNATIONAL, INC.,

  as an Assignor

  
	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
  By:

  	
  /s/ Robert C.
  Singer

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President and Chief Financial Officer

  
					



 





















 


	
   

  	
  TRUCK & TRAILER SALES, INC.,

  as an Assignor

  
	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
  By:

  	
  /s/ Robert C.
  Singer

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
					



 


	
   

  	
  EVERGREEN MOBILE COMPANY,

  as an Assignor

  
	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
  By:

  	
  /s/ Robert C.
  Singer

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President and Chief Financial Officer

  
	
   

  	
   

  
					



 


	
  Accepted and Agreed to:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BANK OF AMERICA, N.A., as Collateral

  Agent

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Kevin W. Corcoran

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  	
   

  	
   

  	
   

  
							



 


	
  DEUTSCHE BANK TRUST COMPANY

  AMERICAS (formerly known as Bankers

  Trust Company), as a sub-collateral agent

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Frank Fazio

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title: Director

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  	
   

  



 





















 


	
  BT COMMERCIAL
  CORPORATION,

  as a sub-collateral agent

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Mark E. Funk

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Managing
  Director

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
							



 


	
  U.S. BANK
  NATIONAL ASSOCIATION,

  as Senior Secured Notes Trustee for the Second

  Lien Creditors

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Richard H.
  Prokosch

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  	
   

  	
   

  
							



 





















 


ANNEX
A



Schedule of Chief Executive Offices


 


 


The
Chief Executive Office of each Assignor is located at:


 


8211
Town Center Drive

Baltimore, Maryland 21236


 





















 


ANNEX
B



Schedule of Inventory and Equipment Locations


 


 


1.               Rental Equipment (except for Rental Equipment
in transit) is located in (a) the District of Columbia and (b) in
every state in the United States, except Alaska and Hawaii.


 


2.               Rental Equipment is stored at the branch
offices and drop lots listed on the attached Williams Scotsman Property Recap
Report.


 





















 


	
  Name/Address

  	
   

  	
  Acreage

  	
   

  	
  Rent per

  Month

  	
   

  	
  Security

  Deposit

  	
   

  	
  Commencement

  	
   

  	
  Option

  Date

  	
   

  	
  Expiration

  	
   

  	
  Option
  to

  Purchase

  	
   

  	
  Phase I

  	
   

  	
  Early
  Term

  Option

  	
   

  	
  Warning

  	
   

  
	
  ALBANY, GA BRANCH

  3268 Palmyra Road

  Albany GA 31707

  	
   

  	
  13.0 acs.

  	
   

  	
  $

  	
  3,600.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  10/1/2001

  	
   

  	
  7/2/2006

  	
   

  	
  9/30/2006

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  ALBANY, NY

  6 Industry Drive

  Walerford NY 12188

  	
   

  	
  3.0 acs.

  	
   

  	
  $

  	
  4,300.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  12/1/2002

  	
   

  	
  6/3/2007

  	
   

  	
  11/30/2007

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ALBUQUERQUE BRANCH

  4016 Hawkins N.E.

  Albuquerque NM 87109

  	
   

  	
  2.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
  12/15/1994

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ALBUQUERQUE DROP LOT

  9521 Central N.W.

  Albuquerque NM 87121

  	
   

  	
  1.0 acs.

  	
   

  	
  $

  	
  3,000.00

  	
   

  	
  $

  	
  1,000.00

  	
   

  	
  10/20/1995

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  30 Days

  	
   

  	
   

  	
   

  
	
  ALLENTOWN BRANCH

  2780 Route 100

  Allentown PA 18062

  	
   

  	
  10.0 acs.

  	
   

  	
  $

  	
  6,450.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  11/1/2000

  	
   

  	
  9/1/2010

  	
   

  	
  10/31/2010

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  ATLANTA BRANCH

  2310 Alcovy Road

  Dacula GA 30019

  	
   

  	
  20.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATLANTA STORAGE LOT 

  Lot 60, Patrick Ind’l Park

  Winder GA 30680

  	
   

  	
  5.0 acs.

  	
   

  	
  $

  	
  3,000.00

  	
   

  	
  $

  	
  12,858.00

  	
   

  	
  3/1/2004

  	
   

  	
  11/30/2005

  	
   

  	
  2/28/2006

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  AUBURN BRANCH

  325 Rodman Road

  Auburn ME 4210

  	
   

  	
  9.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AUSTIN BRANCH

  2900 N IH-35

  Georgetown TX 78626

  	
   

  	
  6.0 acs.

  	
   

  	
  $

  	
  3,250.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  3/1/2004

  	
   

  	
  9/1/2005

  	
   

  	
  2/28/2006

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  BAKERSFIELD YARD

  6801 Meaney Avenue

  Bakersfield CA 93308

  	
   

  	
  5.0 acs.

  	
   

  	
  $

  	
  339.07

  	
   

  	
  $

  	
  0.00

  	
   

  	
  1/1/2006

  	
   

  	
  8/3/2010

  	
   

  	
  12/31/2010

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  BALTIMORE BRANCH - NEW 

  7539 Harmans Road

  Harmans MD 21077

  	
   

  	
  18.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
  9/26/2003

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BERLIN BRANCH

  P.O. Box120, 101 Jackson Road

  Berlin NJ 08009

  	
   

  	
  25.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BIRMINGHAM BRANCH 

  120 Kerr Road

  Moody AL 35004

  	
   

  	
  7.0 acs.

  	
   

  	
  $

  	
  2,000.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  11/1/2005

  	
   

  	
  8/2/2006

  	
   

  	
  10/31/2006

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  BOISE BRANCH

  4430 E. Franklin Road

  Meridian ID 83642

  	
   

  	
  2.0 acs.

  	
   

  	
  $

  	
  2,894.43

  	
   

  	
  $

  	
  2,500.00

  	
   

  	
  1/15/2002

  	
   

  	
  7/18/2006

  	
   

  	
  1/14/2007

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BOSTON BRANCH

  48 Dick Tracy Dr., Pelham Industrial Park

  Pelham NH 03076

  	
   

  	
  16.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
  12/28/1987

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


	
  Name/Address

  	
   

  	
  Acreage

  	
   

  	
  Rent per

  Month

  	
   

  	
  Security

  Deposit

  	
   

  	
  Commencement

  	
   

  	
  Option

  Date

  	
   

  	
  Expiration

  	
   

  	
  Option
  to

  Purchase

  	
   

  	
  Phase I

  	
   

  	
  Early
  Term

  Option

  	
   

  	
  Warning

  	
   

  
	
  BOSTON DROP LOT

  41 Industrial Park Drive

  Pelham NH 3076

  	
   

  	
  3.0 acs.

  	
   

  	
  $

  	
  4,500.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  11/1/2001

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  Yes

  	
   

  	
   

  	
   

  
	
  CASPER BRANCH

  2383 Nuclear Drive

  Casper WY 82604

  	
   

  	
  1.0 acs.

  	
   

  	
  $

  	
  1,750.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  1/1/2005

  	
   

  	
  9/2/2005

  	
   

  	
  12/31/2005

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CENTRAL NORTHWEST REGION
  OFFICE

  990 Grove Street

  Evanston IL 60201

  	
   

  	
  0.0 acs.

  	
   

  	
  $

  	
  1,103.00

  	
   

  	
  $

  	
  2,328.00

  	
   

  	
  12/17/2004

  	
   

  	
  6/19/2005

  	
   

  	
  12/16/2005

  	
   

  	
  no

  	
   

  	
  no

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CHARLESTON BRANCH

  171 Farmington Road

  Summerville SC 29483

  	
   

  	
  3.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CHARLESTON PROPERTY

  Lot 9, Slate Stone Drive

  Summerville SC 29483

  	
   

  	
  1.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CHARLESTON WV BRANCH

  322-B Call Road

  Charleston WV 25312

  	
   

  	
  10.0 acs.

  	
   

  	
  $

  	
  2,233.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  6/1/2005

  	
   

  	
  3/1/2006

  	
   

  	
  5/31/2006

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CHARLOTTE BRANCH

  3925 Trailer Drive

  Charlotte NC 28269

  	
   

  	
  10.0 acs.

  	
   

  	
  $

  	
  12,376.49

  	
   

  	
  $

  	
  27,500.00

  	
   

  	
  9/1/2005

  	
   

  	
  3/3/2007

  	
   

  	
  8/31/2007

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  CHERRY HILL BRANCH

  1901 Old Cuthbert Road

  Cherry Hill NJ 8034

  	
   

  	
  18.0 acs.

  	
   

  	
  $

  	
  10,666.66

  	
   

  	
  $

  	
  0.00

  	
   

  	
  1/1/2002

  	
   

  	
  7/4/2006

  	
   

  	
  12/31/2006

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  CHERRY HILL PROPERTY

  1900 Old Cuthbert Road

  Cherry Hill NJ 8034

  	
   

  	
  3.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CHICAGO SOUTH BRANCH(MSI)

  15755 S. Springfield Avenue

  Markham IL 60428-4469

  	
   

  	
  3.0 acs.

  	
   

  	
  $

  	
  3,600.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  2/24/2005

  	
   

  	
  11/25/2007

  	
   

  	
  2/23/2008

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  CHICAGO BRANCH

  1625 Western Drive

  West Chicago IL 60185

  	
   

  	
  6.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CINCINNATI BRANCH

  125 Distribution Drive

  Hamilton OH 45014

  	
   

  	
  15.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CLEVELAND BRANCH

  1271 Industrial Parkway

  Brunswick OH 44212

  	
   

  	
  8.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CLEVELAND STORAGE LOT

  1041 Lake Road

  Medina OH 44256

  	
   

  	
  5.0 acs.

  	
   

  	
  $

  	
  2,600.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  3/1/2005

  	
   

  	
  9/1/2005

  	
   

  	
  2/28/2006

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  



 





















 


 


	
  Name/Address

  	
   

  	
  Acreage

  	
   

  	
  Rent per

  Month

  	
   

  	
  Security

  Deposit

  	
   

  	
  Commencement

  	
   

  	
  Option

  Date

  	
   

  	
  Expiration

  	
   

  	
  Option
  to

  Purchase

  	
   

  	
  Phase I

  	
   

  	
  Early
  Term

  Option

  	
   

  	
  Warning

  	
   

  
	
  COLUMBIA BRANCH

  10724 Broad River Road

  Irmo SC 29063

  	
   

  	
  5.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  COLUMBUS BRANCH

  2150 Cloverleaf Street

  Columbus OH 43232

  	
   

  	
  5.0 acs.

  	
   

  	
  $

  	
  3,300.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  9/1/2001

  	
   

  	
  3/3/2006

  	
   

  	
  8/31/2006

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CORPORATE HEADQUARTERS

  8211 Town Center Drive

  Baltimore MD 21236

  	
   

  	
  3.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
  3/5/1987

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DALLAS-FT. WORTH (inc. 9/01)

  4590 Carey Road

  Forth Worth TX 76119

  	
   

  	
  15.0 acs.

  	
   

  	
  $

  	
  13,510.99

  	
   

  	
  $

  	
  0.00

  	
   

  	
  9/1/1999

  	
   

  	
  3/3/2009

  	
   

  	
  8/31/2009

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  DENVER BRANCH

  4500 E. 60th Avenue

  Commerce City CO 80022

  	
   

  	
  4.0 acs.

  	
   

  	
  $

  	
  3,850.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  2/1/2005

  	
   

  	
  8/4/2005

  	
   

  	
  1/31/2006

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  DENVER PROPERTY

  10701 E. 104th Ave

  Commerce City CO 80123

  	
   

  	
  25.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DETROIT BRANCH

  8122 Park Place

  Brighton MI 48116

  	
   

  	
  10.0 acs.

  	
   

  	
  $

  	
  8,131.80

  	
   

  	
  $

  	
  10,000.00

  	
   

  	
  2/1/2001

  	
   

  	
  11/2/2005

  	
   

  	
  1/31/2006

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  DORAVILLE STORAGE LOT (SMI)

  4663 Virginia Avenue

  Doraville GA 30360

  	
   

  	
  2.0 acs.

  	
   

  	
  $

  	
  1,400.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  6/9/1993

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DURHAM BRANCH

  905 Ellis Road

  Durham NC 27703

  	
   

  	
  11.0 acs.

  	
   

  	
  $

  	
  12,070.04

  	
   

  	
  $

  	
  11,842.20

  	
   

  	
  10/4/2001

  	
   

  	
  6/5/2006

  	
   

  	
  10/3/2006

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  DURHAM STORAGE LOT

  Hwy 70 West

  Kinston NC 28502

  	
   

  	
  3.0 acs.

  	
   

  	
  $

  	
  680.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  3/1/1993

  	
   

  	
  2/28/1993

  	
   

  	
  2/28/1993

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FRESNO BRANCH

  2809 S. Chestnut Avenue

  Fresno CA 93725

  	
   

  	
  9.0 acs.

  	
   

  	
  $

  	
  9,968.86

  	
   

  	
  $

  	
  0.00

  	
   

  	
  9/1/1999

  	
   

  	
  7/2/2007

  	
   

  	
  8/31/2007

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  Yes

  	
   

  	
   

  	
   

  
	
  FT MYERS BRANCH

  16131 Old U.S. Route 41

  Ft. Meyers FL 33912

  	
   

  	
  8.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
  N/A

  	
   

  	
   

  	
   

  
	
  FT. LAUDERDALE BRANCH

  1400 N.W. 209th Avenue

  Pembroke Pines FL 33029

  	
   

  	
  6.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
  10/1/1994

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FT. MYERS CONTAINER LOT

  8190 Katanga Court

  Ft. Myers FL 33916

  	
   

  	
  1.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
  8/1/1996

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GRAND JUNCTION BRANCH

  760 21 1/2 Road

  Grand Junction CO 81505

  	
   

  	
  0.63 acs.

  	
   

  	
  $

  	
  1,541.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  7/1/2000

  	
   

  	
  1/31/2006

  	
   

  	
  7/31/2006

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


	
  Name/Address

  	
   

  	
  Acreage

  	
   

  	
  Rent per

  Month

  	
   

  	
  Security

  Deposit

  	
   

  	
  Commencement

  	
   

  	
  Option

  Date

  	
   

  	
  Expiration

  	
   

  	
  Option
  to

  Purchase

  	
   

  	
  Phase I

  	
   

  	
  Early
  Term

  Option

  	
   

  	
  Warning

  	
   

  
	
  GREENVILLE, SC BRANCH

  198 Freeman Farm Road

  Duncan SC 29334

  	
   

  	
  6.0 acs.

  	
   

  	
  $

  	
  5,010.00

  	
   

  	
  $

  	
  5,010.00

  	
   

  	
  3/5/2005

  	
   

  	
  9/5/2006

  	
   

  	
  3/4/2007

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  HARRISBURG BRANCH

  804 Katie Court

  Harrisburg PA 17109

  	
   

  	
  4.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
  10/14/1997

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HARTFORD BRANCH

  576 West Johnson Avenue

  Cheshire CT 6410

  	
   

  	
  9.0 acs.

  	
   

  	
  $

  	
  6,302.83

  	
   

  	
  $

  	
  0.00

  	
   

  	
  1/1/2006

  	
   

  	
  9/2/2011

  	
   

  	
  12/31/2011

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HOUSTON BRANCH

  10855 John Ralston Road

  Houston TX 77044

  	
   

  	
  40.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INDIANAPOLIS BRANCH

  1313 Harding Court

  Indianapolis IN 46217

  	
   

  	
  5.0 acs.

  	
   

  	
  $

  	
  5,750.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  5/1/2005

  	
   

  	
  4/30/2006

  	
   

  	
  4/30/2006

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  Yes

  	
   

  	
   

  	
   

  
	
  JACKSON BRANCH

  131 Enterprise Drive

  Madison MS 39110

  	
   

  	
  4.0 acs.

  	
   

  	
  $

  	
  1,966.74

  	
   

  	
  $

  	
  0.00

  	
   

  	
  6/15/2004

  	
   

  	
  12/15/2005

  	
   

  	
  6/14/2006

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  JACKSONVILLE BRANCH

  325 Clark Road

  Jacksonville FL 32218

  	
   

  	
  15.0 acs.

  	
   

  	
  $

  	
  7,268.51

  	
   

  	
  $

  	
  0.00

  	
   

  	
  1/1/2006

  	
   

  	
  7/4/2010

  	
   

  	
  12/31/2010

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  KANSAS CITY BRANCH

  8201 NE 38th Street

  Kansas City MO 64161

  	
   

  	
  2.187 acs.

  	
   

  	
  $

  	
  3,200.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  6/21/2003

  	
   

  	
  12/22/2007

  	
   

  	
  6/20/2008

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  KANSAS CITY PROPERTY (09/04)

  6817 Stadium Drive

  Kansas City MO 64129

  	
   

  	
  7.0 acs.

  	
   

  	
  $

  	
  5,575.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  6/1/2004

  	
   

  	
  3/31/2009

  	
   

  	
  5/31/2009

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  LAS VEGAS BRANCH

  3435 Kier Road

  Las Vegas NV 89030

  	
   

  	
  8.0 acs.

  	
   

  	
  $

  	
  18,259.59

  	
   

  	
  $

  	
  0.00

  	
   

  	
  12/17/1999

  	
   

  	
  9/17/2009

  	
   

  	
  12/16/2009

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  LONG ISLAND BRANCH

  47 Windsor Place

  Central Islip NY 11722

  	
   

  	
  3.0 acs.

  	
   

  	
  $

  	
  4,800.00

  	
   

  	
  $

  	
  7,500.00

  	
   

  	
  10/1/2004

  	
   

  	
  7/2/2005

  	
   

  	
  9/30/2005

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  LOS ANGELES BRANCH

  12211 & 11811 Greenstone Avenue

  SantaFeSrings CA 90670

  	
   

  	
  16.0 acs.

  	
   

  	
  $

  	
  29,618.52

  	
   

  	
  $

  	
  26,920.08

  	
   

  	
  2/1/1997

  	
   

  	
  8/4/2006

  	
   

  	
  1/31/2007

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
  Yes

  	
   

  	
   

  	
   

  
	
  LOUISVILLE BRANCH

  2707 Millers Lane

  Louisville KY 40216

  	
   

  	
  6.0 acs.

  	
   

  	
  $

  	
  4,551.67

  	
   

  	
  $

  	
  4,550.00

  	
   

  	
  11/1/2001

  	
   

  	
  7/3/2006

  	
   

  	
  10/31/2006

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  MEMPHIS BRANCH

  5012 Malone Road

  Memphis TN 38118

  	
   

  	
  10.0 acs.

  	
   

  	
  $

  	
  5,800.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  10/1/2003

  	
   

  	
  8/31/2006

  	
   

  	
  9/30/2006

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  MILWAUKEE BRANCH

  516 West Street

  Watertown WI 53094

  	
   

  	
  2.0 acs.

  	
   

  	
  $

  	
  1,108.42

  	
   

  	
  $

  	
  0.00

  	
   

  	
  2/1/2008

  	
   

  	
  8/4/2010

  	
   

  	
  1/31/2011

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  



 





















 


	
  Name/Address

  	
   

  	
  Acreage

  	
   

  	
  Rent per

  Month

  	
   

  	
  Security

  Deposit

  	
   

  	
  Commencement

  	
   

  	
  Option

  Date

  	
   

  	
  Expiration

  	
   

  	
  Option
  to

  Purchase

  	
   

  	
  Phase I

  	
   

  	
  Early
  Term

  Option

  	
   

  	
  Warning

  	
   

  
	
  MINNEAPOLIS BRANCH

  19740 Kenrick Avenue

  Lakeville MN 55044

  	
   

  	
  1.0 acs.

  	
   

  	
  $

  	
  4,370.00

  	
   

  	
  $

  	
  6,600.00

  	
   

  	
  10/15/2002

  	
   

  	
  9/14/2005

  	
   

  	
  10/14/2005

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  MOBILE BRANCH

  8550 Bellingrath Road

  Theodore AL 36582

  	
   

  	
  3.0 acs.

  	
   

  	
  $

  	
  1,600.00

  	
   

  	
  $

  	
  1,200.00

  	
   

  	
  12/1/2005

  	
   

  	
  6/3/2010

  	
   

  	
  11/30/2010

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  MOBILE PROPERTY

  Bellingrath Road

  Theodore AL 36582

  	
   

  	
  15.0 acs.

  	
   

  	
  $

  	
  2,400.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  1/1/2004

  	
   

  	
  7/4/2006

  	
   

  	
  12/31/2006

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  NASHVILLE BRANCH (08/04)

  111 Forbus Drive

  Christiana TN 37037

  	
   

  	
  7.98 acs.

  	
   

  	
  $

  	
  8,000.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  8/1/2004

  	
   

  	
  6/1/2009

  	
   

  	
  7/31/2009

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NATIONAL ACCTS./YARDLEY

  301 Oxford Valley Road #503 A&B

  Yardley PA 19067

  	
   

  	
  0.0 acs.

  	
   

  	
  $

  	
  3,658.77

  	
   

  	
  $

  	
  6,600.00

  	
   

  	
  1/15/2005

  	
   

  	
  7/18/2005

  	
   

  	
  1/14/2006

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  NEW ORLEANS BR. (SMI)

  2004 West Airline Highway

  LaPlace LA 70068

  	
   

  	
  6.0 acs.

  	
   

  	
  $

  	
  800.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  9/1/1998

  	
   

  	
  6/2/2004

  	
   

  	
  8/31/2004

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  NEW ORLEANS BRANCH

  3777 W. Airline Hwy.

  Reserve LA 70084

  	
   

  	
  19.0 acs.

  	
   

  	
  $

  	
  17,763.37

  	
   

  	
  $

  	
  0.00

  	
   

  	
  12/1/2005

  	
   

  	
  12/1/2019

  	
   

  	
  11/30/2020

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  NEW YORK CITY BRANCH

  170 Central Avenue

  South Kearney NJ 7032

  	
   

  	
  10.0 acs.

  	
   

  	
  $

  	
  30,000.00

  	
   

  	
  $

  	
  50,000.00

  	
   

  	
  3/1/1998

  	
   

  	
  12/2/2007

  	
   

  	
  5/31/2008

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NORCROSS/SE AREA OFC

  3200 Clinton Ct

  Norcross GA 30071

  	
   

  	
  4.0 acs.

  	
   

  	
  $

  	
  7,596.34

  	
   

  	
  $

  	
  6,250.00

  	
   

  	
  10/1/1995

  	
   

  	
  7/2/2005

  	
   

  	
  9/30/2005

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  NORFOLK BRANCH

  800 Professional Place West

  Chesapeake VA 23320

  	
   

  	
  5.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  3,600.00

  	
   

  	
  1/1/1997

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OMAHA - DROP LOT

  17402 Storage Road

  Omaha NE 68136

  	
   

  	
  1.2 acs.

  	
   

  	
  $

  	
  950.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  12/15/2004

  	
   

  	
  11/1/2006

  	
   

  	
  12/31/2006

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  OMAHA BRANCH

  17409 Storage Road

  Omaha NE 68136

  	
   

  	
  1.0 acs.

  	
   

  	
  $

  	
  2,423.01

  	
   

  	
  $

  	
  2,250.00

  	
   

  	
  11/1/2005

  	
   

  	
  5/4/2006

  	
   

  	
  10/31/2006

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  ORLANDO BRANCH

  801 Jetstream Drive

  Orlando FL 32824

  	
   

  	
  30.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ORLANDO LOT - SETR

  11351 South Orange Ave

  Orlando FL 32824

  	
   

  	
  4.5 acs.

  	
   

  	
  $

  	
  1,900.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  1/1/2005

  	
   

  	
  7/4/2007

  	
   

  	
  12/31/2007

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ORLANDO STORAGE LOT-MFO

  482 Thorpe Road

  Orlando FL 32824

  	
   

  	
  3.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


	
  Name/Address

  	
   

  	
  Acreage

  	
   

  	
  Rent per

  Month

  	
   

  	
  Security

  Deposit

  	
   

  	
  Commencement

  	
   

  	
  Option

  Date

  	
   

  	
  Expiration

  	
   

  	
  Option
  to

  Purchase

  	
   

  	
  Phase I

  	
   

  	
  Early
  Term

  Option

  	
   

  	
  Warning

  	
   

  
	
  PACIFIC NORTHWEST (MAJOR
  PROJECTS)

  1390 Valentine Avenue

  Pacific WA 98047

  	
   

  	
  1.0 acs.

  	
   

  	
  $

  	
  6,490.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  6/1/2002

  	
   

  	
  12/1/2006

  	
   

  	
  5/31/2007

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  PASCO BRANCH

  1925 North 4th Avenue

  Pasco WA 99301

  	
   

  	
  0.0 acs.

  	
   

  	
  $

  	
  1,500.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  4/1/2001

  	
   

  	
  1/30/2006

  	
   

  	
  3/31/2006

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  PHOENIX BRANCH

  3232 S. 48th Street

  Phoenix AZ 85040

  	
   

  	
  10.0 acs.

  	
   

  	
  $

  	
  14,317.62

  	
   

  	
  $

  	
  17,000.00

  	
   

  	
  9/15/2003

  	
   

  	
  3/17/2008

  	
   

  	
  9/14/2008

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  PITTSBURGH BRANCH

  451 Moon-Clinton Road

  Coraopolis PA 15108

  	
   

  	
  19.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PORTLAND BRANCH

  7933 N. Upland Drive

  Portland OR 97203

  	
   

  	
  6.5 acs.

  	
   

  	
  $

  	
  15,532.03

  	
   

  	
  $

  	
  13,500.00

  	
   

  	
  11/2/2000

  	
   

  	
  7/4/2005

  	
   

  	
  11/1/2005

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  PROVIDENCE BRANCH

  115 Lydia Ann Road

  Smithfield RI 2917

  	
   

  	
  4.0 acs.

  	
   

  	
  $

  	
  4,326.00

  	
   

  	
  $

  	
  4,000.00

  	
   

  	
  9/1/2002

  	
   

  	
  3/3/2007

  	
   

  	
  8/31/2007

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  RICHMOND BRANCH

  129 Roxbury Ind. Center

  Charles City, VA 23030

  	
   

  	
  9.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
  8/30/1995

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RIVERSIDE BRANCH

  9400 Galena Street

  Riverside CA 92509

  	
   

  	
  13.0 acs.

  	
   

  	
  $

  	
  16,298.64

  	
   

  	
  $

  	
  15,000.00

  	
   

  	
  9/12/2003

  	
   

  	
  3/14/2008

  	
   

  	
  9/11/2008

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
  Yes

  	
   

  	
   

  	
   

  
	
  ROANOKE BRANCH

  7545 Milk-A-Way Drive

  Roanoke VA 24019

  	
   

  	
  3.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
  4/27/1999

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SACRAMENTO BRANCH

  4911 Allison Parkway

  Vacaville CA 95688

  	
   

  	
  11.0 acs.

  	
   

  	
  $

  	
  15,318.00

  	
   

  	
  $

  	
  13,500.00

  	
   

  	
  10/1/2002

  	
   

  	
  10/1/2011

  	
   

  	
  9/30/2012

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
  no

  	
   

  	
   

  	
   

  
	
  SALT LAKE CITY BRANCH

  500 West 3300 South

  Salt Lake City UT 84115

  	
   

  	
  4.0 acs.

  	
   

  	
  $

  	
  10,491.67

  	
   

  	
  $

  	
  0.00

  	
   

  	
  10/1/2002

  	
   

  	
  7/4/2008

  	
   

  	
  12/31/2008

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  SAN ANTONIO BRANCH

  16847 IH 35 N #2

  Selma TX 78154

  	
   

  	
  12.0 acs.

  	
   

  	
  $

  	
  5,881.36

  	
   

  	
  $

  	
  0.00

  	
   

  	
  2/1/2002

  	
   

  	
  8/4/2011

  	
   

  	
  1/31/2012

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  SAN DIEGO BRANCH

  2650 Cactus Road

  San Diego CA 92145

  	
   

  	
  5.0 acs.

  	
   

  	
  $

  	
  14,857.00

  	
   

  	
  $

  	
  28,000.00

  	
   

  	
  5/1/2002

  	
   

  	
  5/1/2011

  	
   

  	
  4/30/2012

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  SAN JOSE BRANCH

  12705 Monterey Hwy

  San Martin CA 95046

  	
   

  	
  10.0 acs.

  	
   

  	
  $

  	
  17,023.93

  	
   

  	
  $

  	
  10,000.00

  	
   

  	
  12/1/2007

  	
   

  	
  9/1/2015

  	
   

  	
  11/30/2015

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  SAVANNAH BRANCH

  2700 Louisville Road

  Savannah GA 31401

  	
   

  	
  7.0 acs.

  	
   

  	
  $

  	
  6,500.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  9/15/2004

  	
   

  	
  3/17/2006

  	
   

  	
  9/14/2006

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  



 





















 


	
  Name/Address

  	
   

  	
  Acreage

  	
   

  	
  Rent per

  Month

  	
   

  	
  Security

  Deposit

  	
   

  	
  Commencement

  	
   

  	
  Option

  Date

  	
   

  	
  Expiration

  	
   

  	
  Option
  to

  Purchase

  	
   

  	
  Phase I

  	
   

  	
  Early
  Term

  Option

  	
   

  	
  Warning

  	
   

  
	
  SEATTLE BRANCH (A)

  Smokey Point Blvd

  Marysville WA 98271

  	
   

  	
  10.0 acs.

  	
   

  	
  $

  	
  10,214.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  2/1/2005

  	
   

  	
  1/31/2007

  	
   

  	
  1/31/2008

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  SEATTLE BRANCH (B)

  14219 Smokey Point Blvd Bldg 15

  Marysville WA 98270

  	
   

  	
  5.0 acs.

  	
   

  	
  $

  	
  19,127.31

  	
   

  	
  $

  	
  0.00

  	
   

  	
  2/1/2005

  	
   

  	
  1/31/2007

  	
   

  	
  1/31/2008

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  SOC AREA OFFICE (Houston)

  3838 N. Sam Houston Pkwy, #170

  Houston TX 77032

  	
   

  	
  3.0 acs.

  	
   

  	
  $

  	
  3,152.79

  	
   

  	
  $

  	
  3,179.44

  	
   

  	
  11/1/2001

  	
   

  	
  7/4/2006

  	
   

  	
  12/31/2006

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  SOUTHERN MD BRANCH

  2460 Old Washington Road

  Waldorf MD 20601

  	
   

  	
  5.0 acs.

  	
   

  	
  $

  	
  5,230.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  6/1/2004

  	
   

  	
  12/1/2008

  	
   

  	
  5/31/2009

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  SPOKANE BRANCH

  17207 E. Dalton Avenue

  Spokane WA 99216

  	
   

  	
  2.0 acs.

  	
   

  	
  $

  	
  2,530.92

  	
   

  	
  $

  	
  0.00

  	
   

  	
  12/1/2002

  	
   

  	
  9/1/2005

  	
   

  	
  11/30/2005

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  ST. LOUIS SOUTH BRANCH

  2960 Arnold Tenbrook Road

  Arnold MO 63010

  	
   

  	
  9.0 acs.

  	
   

  	
  $

  	
  12,500.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  8/1/2002

  	
   

  	
  7/1/2005

  	
   

  	
  7/31/2005

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  SYRACUSE BRANCH/DROP LOT

  1115 County Rte 57

  Schroeppel NY 13135

  	
   

  	
  5.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
  3/12/1997

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TALLAHASSEE

  4742-A Blountstown Hwy.

  Tallahassee FL 32304

  	
   

  	
  5.0 acs.

  	
   

  	
  $

  	
  2,956.25

  	
   

  	
  $

  	
  0.00

  	
   

  	
  12/1/2002

  	
   

  	
  6/3/2007

  	
   

  	
  11/30/2007

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  TAMPA BRANCH

  5002 E. Hillsborough Avenue

  Tampa FL 33610

  	
   

  	
  14.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOLEDO BRANCH

  1446 Albon Road

  Holland OH 43528

  	
   

  	
  5.6 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOLEDO BRANCH EXTENSION

  1428 Alabon Road

  Holland OH 43528

  	
   

  	
  8.049 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TULSA BRANCH

  1830 N. 170th East Avenue

  Tulsa OK 74116

  	
   

  	
  4.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
  11/26/1996

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TULSA PROPERTY

  Lots 7-11, Block 3 Eastpark 2nd Addn Amended

  Catoosa OK 74015

  	
   

  	
  4.0 acs.

  	
   

  	
  Owned

  	
   

  	
  $

  	
  0.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WASHINGTON, DC BRANCH

  12019 Livingston Road

  Manassas VA 20109

  	
   

  	
  5.0 acs.

  	
   

  	
  $

  	
  6,333.92

  	
   

  	
  $

  	
  0.00

  	
   

  	
  1/31/2002

  	
   

  	
  8/3/2006

  	
   

  	
  1/30/2007

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


	
  Name/Address

  	
   

  	
  Acreage

  	
   

  	
  Rent per

  Month

  	
   

  	
  Security

  Deposit

  	
   

  	
  Commencement

  	
   

  	
  Option

  Date

  	
   

  	
  Expiration

  	
   

  	
  Option
  to

  Purchase

  	
   

  	
  Phase I

  	
   

  	
  Early
  Term

  Option

  	
   

  	
  Warning

  	
   

  
	
  WEST PALM BEACH (SMI)

  6100 North Military Trail

  West Palm Beach FL 33407

  	
   

  	
  4.0 acs.

  	
   

  	
  $

  	
  10,650.00

  	
   

  	
  $

  	
  2,919.00

  	
   

  	
  5/1/2004

  	
   

  	
  11/1/2007

  	
   

  	
  4/30/2008

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  WSC - CALGARY - DOWNTOWN
  OFFICE

  144-4 Avenue S.W

  Calgary, Alberta CN T2P 3N4

  	
   

  	
  0.0 acs.

  	
   

  	
  $

  	
  3,117.15

  	
   

  	
  $

  	
  2,000.00

  	
   

  	
  12/1/2004

  	
   

  	
  9/1/2005

  	
   

  	
  11/30/2005

  	
   

  	
  yes

  	
   

  	
  no

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WSC - CALGARY PROPERTY

  12221 Barlow Trail NE

  Calgary AB CN T3J 4S1

  	
   

  	
  2.02 acs.

  	
   

  	
  $

  	
  4,416.66

  	
   

  	
  $

  	
  2,333.33

  	
   

  	
  6/1/2001

  	
   

  	
  5/31/2005

  	
   

  	
  5/31/2006

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  WSC - EDMONTON BRANCH

  11743 - 231 Street

  Edmonton Alberta CN 0

  	
   

  	
  16.0 acs.

  	
   

  	
  $

  	
  10,700.00

  	
   

  	
  $

  	
  1,000.00

  	
   

  	
  2/1/2001

  	
   

  	
  11/2/2005

  	
   

  	
  1/31/2006

  	
   

  	
  yes

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  WSC - FT MCMURRAY

  P.O. Box 6289

  Fort McMurray AB T9H 5N3

  	
   

  	
  5.0 acs.

  	
   

  	
  $

  	
  5,000.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  5/1/2004

  	
   

  	
  10/31/2008

  	
   

  	
  4/30/2009

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  WSC - OTTAWA BRANCH

  3455 Hawthorne Road

  Ottawa, Ontario CN K1G 4G2

  	
   

  	
  2.0 acs.

  	
   

  	
  $

  	
  2,100.00

  	
   

  	
  $

  	
  1,700.00

  	
   

  	
  4/1/2003

  	
   

  	
  10/2/2005

  	
   

  	
  3/31/2006

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  Yes

  	
   

  	
   

  	
   

  
	
  WSC - SARNIA BRANCH

  1271 Confederation Street

  Sarnia Ontario CN N7S 4M7

  	
   

  	
  0.8 acs.

  	
   

  	
  $

  	
  2,600.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  2/1/2003

  	
   

  	
  8/4/2007

  	
   

  	
  1/31/2008

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  Yes

  	
   

  	
   

  	
   

  
	
  WSC - TORONTO BRANCH

  13932 Woodbine Avenue

  Gormley Ontario CN L0H 1G0

  	
   

  	
  1.0 acs.

  	
   

  	
  $

  	
  17,000.00

  	
   

  	
  $

  	
  6,420.00

  	
   

  	
  1/1/2005

  	
   

  	
  7/4/2009

  	
   

  	
  12/31/2009

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  
	
  WSC - VANCOUVER BRANCH

  19520 Telegraph Trail

  Surrey BC 00000

  	
   

  	
  0.0 acs.

  	
   

  	
  $

  	
  4,908.00

  	
   

  	
  $

  	
  18,000.00

  	
   

  	
  1/1/2005

  	
   

  	
  7/4/2006

  	
   

  	
  12/31/2006

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  	
   

  	
   

  



 


 





















 


ANNEX C


 


Schedule of
Legal Names, Type of Organization


(and whether a
registered organization and/or a transmitting utility),


Jurisdiction of
Organization, Location and Organizational Identification Numbers


 


	
  Legal Name

  	
   

  	
  Type and

  Jurisdiction

  of

  Organization

  	
   

  	
  Registered

  and/or

  Transmitting

  Utility

  	
   

  	
  Location

  	
   

  	
  Organizational

  Identification

  Number

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Williams Scotsman
  International, Inc.

  	
   

  	
  Delaware corporation

  	
   

  	
  •
  Registered

  •
  Not a transmitting utility

  	
   

  	
  8211 Town Center Drive
  Baltimore, Maryland 21236

  	
   

  	
  2358175

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Williams Scotsman, Inc.

  	
   

  	
  Maryland corporation

  	
   

  	
  •
  Registered

  •
  Not a transmitting utility

  	
   

  	
  8211 Town Center Drive
  Baltimore, Maryland 21236

  	
   

  	
  D00245704

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Willscot Equipment, LLC

  	
   

  	
  Delaware limited
  liability company

  	
   

  	
  •
  Registered

  •
  Not a transmitting utility

  	
   

  	
  8211 Town Center Drive
  Baltimore, Maryland 21236

  	
   

  	
  2750281

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Space Master
  International, Inc.

  	
   

  	
  Georgia corporation

  	
   

  	
  •
  Registered

  •
  Not a transmitting utility

  	
   

  	
  8211 Town Center Drive
  Baltimore, Maryland 21236

  	
   

  	
  K017867

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Evergreen Mobile
  Company

  	
   

  	
  Washington corporation

  	
   

  	
  •
  Registered

  •
  Not a transmitting utility

  	
   

  	
  8211 Town Center Drive
  Baltimore, Maryland 21236

  	
   

  	
  600109189

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Truck & Trailer
  Sales, Inc.

  	
   

  	
  Missouri corporation

  	
   

  	
  •
  Registered

  •
  Not a transmitting utility

  	
   

  	
  8211 Town Center Drive
  Baltimore, Maryland 21236

  	
   

  	
  00238354

  



 





















 


ANNEX
D



Schedule of Trade and Fictitious Names


 


 


None


 





















 


ANNEX
E



Schedule of Deposit Accounts


 


 


Please see attached.


 





















 


	
  Bank

  	
   

  	
  Purpose

  
	
   

  	
   

  	
   

  
	
  Bank of America

  	
   

  	
  Disbursement

  
	
  231 S La Salle Street

  	
   

  	
  Lockbox

  
	
  Chicago, II

  	
   

  	
  Local Corporate
  Miscellaneous Deposit Account

  
	
   

  	
   

  	
  Wilscot Equipment
  Branch Disbursement/Zero Balance Account

  
	
   

  	
   

  	
  Williams Scotsman Pay
  Flex Account

  
	
   

  	
   

  	
   

  
	
  Bank of America/Nevada

  	
   

  	
  Account held to do
  business in State of Nevada

  
	
   

  	
   

  	
   

  
	
  Bank of
  America/Positive Pay

  Dallas, TX 75283-2406

  	
   

  	
  Disbursement/Positive
  Pay Account

  
	
   

  	
   

  	
   

  
	
  M & T Bank

  	
   

  	
  Disbursement/Payroll

  
	
  Baltimore, MD

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Deutsche Bank Trust Co
  Americas

  P.O Box 318

  Church Street Station

  New York, NY 10008-0318

  	
   

  	
  Line of Credit

  
	
   

  	
   

  	
   

  
	
  Deutsche Bank Trust Co
  Americas

  P.O Box 318

  Church Street Station

  New York, NY 10008-0318

  	
   

  	
  Franchise Taxes

  
	
   

  	
   

  	
   

  
	
  Chase Bank

  	
   

  	
  Met Life Dental
  Insurance

  
	
   

  	
   

  	
   

  
	
  Bank of Novia Scotia

  44 King Street West

  Toronto, Ontario

  Canada MSH 1H1

  	
   

  	
  Disbursement

  Lockbox

  Payroll

  Concentration

  
	
   

  	
   

  	
   

  
	
  Bank of America, Mexico

  Paseo de la Reforma 265 P.H.1

  Col Cuahutemoc

  06500 Mexico D.F.

  	
   

  	
  Checking Account

  



 





















 


ANNEX F


 to


SECURITY AGREEMENT


 


Form of Control Agreement
Regarding Deposit Accounts


 


AGREEMENT (as amended, modified or supplemented from
time to time, this “Agreement”), dated as of                      ,
         , among the undersigned
assignor (the “Assignor”), Bank of America, N.A., not in its individual
capacity but solely as Collateral Agent (the “Collateral Agent”), and                      (the
“Deposit Account Bank”), as the bank (as defined in Section 9-102 of the
UCC as in effect on the date hereof in the State of                         (the
“UCC”)) with which one or more deposit accounts (as defined in Section
9-102 of the UCC) are maintained by the Assignor (with all such deposit
accounts now or at any time in the future maintained by the Assignor with the
Deposit Account Bank being herein called the “Deposit Accounts”).


 


W I
T  N  E  S  S  E  T  H:


 


WHEREAS, the Assignor, various other Assignors and the
Collateral Agent have entered into an Amended and Restated Security Agreement,
dated as of March 26, 2002, amended and restated as of August 18, 2003 and
amended and restated as of June 28, 2005 (as further amended, amended and
restated, modified or supplemented from time to time, the “Security
Agreement”), under which, among other things, in order to secure the
payment of the Obligations (as defined in the Security Agreement), the Assignor
has granted a security interest to the Collateral Agent for the benefit of the
Secured Creditors (as defined in the Security Agreement) in all of the right,
title and interest of the Assignor in and into any and all deposit accounts (as
defined in Section 9-102 of the UCC) and in all moneys, securities, instruments
and other investments deposited therein from time to time (collectively, herein
called the “Collateral”); and


 


WHEREAS, the Assignor desires that the Deposit Account
Bank enter into this Agreement in order to establish “control” (as defined in
Section 9-104 of the UCC) in each Deposit Account at any time or from time to
time maintained with the Deposit Account Bank, and to provide for the rights of
the parties under this Agreement with respect to such Deposit Accounts;


 


NOW THEREFORE, in consideration of the premises and
the mutual promises and agreements contained herein, and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


 


1.             Assignor’s
Dealings with Deposit Accounts; Notice of Exclusive Control. Until the
Deposit Account Bank shall have received from the Collateral Agent a Notice of
Exclusive Control (as defined below), the Assignor shall be entitled to present
items drawn on and otherwise to withdraw or direct the disposition of funds
from the Deposit Accounts and give instructions in respect of the Deposit
Accounts; provided, however, that the Assignor may not, and the
Deposit Account Bank agrees that it shall not permit the Assignor to, without
the Collateral Agent’s prior written consent, close any Deposit Account.  If the Collateral Agent shall give to the
Deposit Account Bank a notice of the Collateral Agent’s exclusive control of
the


 





















	
   

  	
   

  
	
   

  	
  Annex F

  
	
   

  	
  Page 2

  
	
   

  	
   

  



 


 


Deposit Accounts, which notice states that it is a “Notice of Exclusive
Control” (a “Notice of Exclusive Control”), only the Collateral Agent
shall be entitled to withdraw funds from the Deposit Accounts, to give any
instructions in respect of the Deposit Accounts and any funds held therein or
credited thereto or otherwise to deal with the Deposit Accounts.


 


2.             Collateral
Agent’s Right to Give Instructions as to Deposit Accounts.  (a)  Notwithstanding the foregoing
or any separate agreement that the Assignor may have with the Deposit Account
Bank, the Collateral Agent shall be entitled, for purposes of this Agreement,
at any time to give the Deposit Account Bank instructions as to the withdrawal
or disposition of any funds from time to time credited to any Deposit Account,
or as to any other matters relating to any Deposit Account or any other
Collateral, without further consent from the Assignor.  The Assignor hereby irrevocably authorizes
and instructs the Deposit Account Bank, and the Deposit Account Bank hereby
agrees, to comply with any such instructions from the Collateral Agent without
any further consent from the Assignor. 
Such instructions may include the giving of stop payment orders for any
items being presented to any Deposit Account for payment.  The Deposit Account Bank shall be fully
entitled to rely on, and shall comply with, such instructions from the
Collateral Agent even if such instructions are contrary to any instructions or
demands that the Assignor may give to the Deposit Account Bank.  In case of any conflict between instructions
received by the Deposit Account Bank from the Collateral Agent and the
Assignor, the instructions from the Collateral Agent shall prevail.


 


(b)           It is understood and agreed that the
Deposit Account Bank’s duty to comply with instructions from the Collateral
Agent regarding the Deposit Accounts is absolute, and the Deposit Account Bank
shall be under no duty or obligation, nor shall it have the authority, to
inquire or determine whether or not such instructions are in accordance with
the Security Agreement or any other Credit Document (as defined in the Security
Agreement), nor seek confirmation thereof from the Assignor or any other
Person.


 


3.             Assignor’s Exculpation and
Indemnification of Depository Bank.  The Assignor
hereby irrevocably authorizes and instructs the Deposit Account Bank to follow
instructions from the Collateral Agent regarding the Deposit Accounts even if
the result of following such instructions from the Collateral Agent is that the
Deposit Account Bank dishonors items presented for payment from any Deposit
Account.  The Assignor further confirms
that the Deposit Account Bank shall have no liability to the Assignor for
wrongful dishonor of such items in following such instructions from the
Collateral Agent.  The Deposit Account
Bank shall have no duty to inquire or determine whether the Assignor’s
obligations to the Collateral Agent are in default or whether the Collateral
Agent is entitled, under any separate agreement between the Assignor and the
Collateral Agent, to give any such instructions.  The Assignor further agrees to be responsible
for the Deposit Account Bank’s customary charges and to indemnify the Deposit
Account Bank from and to hold the Deposit Account Bank harmless against any
loss, cost or expense that the Deposit Account Bank may sustain or incur in
acting upon instructions which the Deposit Account Bank believes in good faith
to be instructions from the Collateral Agent.


 


4.             Subordination of Security Interests; Deposit
Account Bank’s Recourse to Deposit Accounts.  The Deposit
Account Bank hereby subordinates any claims and security


 





















	
   

  	
   

  
	
   

  	
  Annex F

  
	
   

  	
  Page 3

  
	
   

  	
   

  



 


interests it may have against, or with respect to, any Deposit Account
at any time established or maintained with it by the Assignor (including any
amounts, investments, instruments or other Collateral from time to time on
deposit therein) to the security interests of the Collateral Agent (for the
benefit of the Secured Creditors) therein, and agrees that no amounts shall be
charged by it to, or withheld or set-off or otherwise recouped by it from, any
Deposit Account of the Assignor or any amounts, investments, instruments or
other Collateral from time to time on deposit therein; provided that the
Deposit Account Bank may, however, from time to time debit the Deposit Accounts
for any of its customary charges in maintaining the Deposit Accounts or for
reimbursement for the reversal of any provisional credits granted by the
Deposit Account Bank to any Deposit Account, to the extent, in each case, that
the Assignor has not separately paid or reimbursed the Deposit Account Bank
therefor.(1)


 


5.             Representations, Warranties and Covenants
of Deposit Account Bank.  The Deposit Account Bank
represents and warrants to the Collateral Agent that:


 


(a)           The
Deposit Account Bank constitutes a “bank” (as defined in Section 9-102 of the
UCC), that the jurisdiction (determined in accordance with Section 9-304 of the
UCC) of the Deposit Account Bank for purposes of each Deposit Account
maintained by the Assignor with the Deposit Account Bank shall be one or more
States within the United States.


 


(b)           The
Deposit Account Bank shall not permit any Assignor to establish any demand,
time, savings, passbook or other account with it which it does not constitute a
Deposit Account (as defined in Section 9-102 of the UCC).


 


(c)           The account agreements between the
Deposit Account Bank and the Assignor relating to the establishment and general
operation of the Deposit Accounts provide, whether specifically or generally,
that the laws of
                  (2)
govern secured transactions relating to the Deposit Accounts and that the
Deposit Account Bank’s “jurisdiction” for purposes of Section 9-304 of the UCC
in respect of the Deposit Accounts is                        .(3)  The Deposit Account Bank will not, without
the Collateral Agent’s prior written consent, amend any such account agreement
so that the Deposit Account Bank’s jurisdiction for purposes of
Section 9-304 of the UCC is other than a jurisdiction permitted pursuant
to preceding clause (a).  All account
agreements in respect


 










(1)                    If the
respective Deposit Account Bank is unwilling to agree to this paragraph, then
the Collateral Agent may take the action described in Section 3.14 of the Security
Agreement.  If the Deposit Account Bank
does not agree to subordinations, its security interests in the Deposit
Accounts maintained with it will have priority over the Collateral Agent’s
security interests therein under Section 9-327 of Revised Article 9.


 


(2)                    Inserted
jurisdiction(s) must be consistent with requirements of preceding clause (a).


 


(3)                    See footnote
2.


 





















	
   

  	
   

  
	
   

  	
  Annex F

  
	
   

  	
  Page 4

  
	
   

  	
   

  



 


of each Deposit Account in existence on the date
hereof are listed on Annex A hereto and copies of all such account agreements
have been furnished to the Collateral Agent. 
The Deposit Account Bank will promptly furnish to the Collateral Agent a
copy of the account agreement for each Deposit Account hereafter established by
the Deposit Account Bank for the Assignor.


 


(d)           The Deposit Account Bank has not entered
and will not enter, into any agreement with any other Person by which the
Deposit Account Bank is obligated to comply with instructions from such other
Person as to the disposition of funds from any Deposit Account or other
dealings with any Deposit Account or other of the Collateral.


 


(e)           On the date hereof the Deposit Account
Bank maintains no Deposit Accounts for the Assignor other than the Deposit
Accounts specifically identified in Annex A hereto.


 


(f)            Any items or funds received by the
Deposit Account Bank for the Assignor’s account will be credited to said
Deposit Accounts specified in paragraph (e) above or to any other Deposit
Accounts hereafter established by the Deposit Account Bank for the Assignor in
accordance with this Agreement.


 


(g)           The Deposit Account Bank will promptly
notify the Collateral Agent of each Deposit Account hereafter established by
the Deposit Account Bank for the Assignor (which notice shall specify the
account number of such Deposit Account and the location at which the Deposit
Account is maintained), and each such new Deposit Account shall be subject to
the terms of this Agreement in all respects.


 


6.             Deposit Account Statements and
Information.  The Deposit Account Bank agrees, and is
hereby authorized and instructed by the Assignor, to furnish to the Collateral
Agent, at its address indicated below, copies of all account statements and
other information relating to each Deposit Account that the Deposit Account
Bank sends to the Assignor and to disclose to the Collateral Agent all
information requested by the Collateral Agent regarding any Deposit Account.


 


7.             Conflicting Agreements. 
This Agreement shall have control over any conflicting agreement between
the Deposit Account Bank and the Assignor.


 


8.             Merger or Consolidation of Deposit
Account Bank.  Without the execution or filing of any paper
or any further act on the part of any of the parties hereto, any bank into
which the Deposit Account Bank may be merged or with which it may be
consolidated, or any bank resulting from any merger to which the Deposit
Account Bank shall be a party, shall be the successor of the Deposit Account
Bank hereunder and shall be bound by all provisions hereof which are binding
upon the Deposit Account Bank and shall be deemed to affirm as to itself all
representations and warranties of the Deposit Account Bank contained herein.


 





















	
   

  	
   

  
	
   

  	
  Annex F

  
	
   

  	
  Page 5

  
	
   

  	
   

  



 


9.             Notices.


 


(a)           All notices and other communications
provided for in this Agreement shall be in writing (including facsimile) and
sent to the intended recipient at its address or facsimile number set forth
below:


 


If to the Collateral Agent, at:


 


Bank of America, N.A.

335 Madison Avenue

New York, New York 10017


 


Attention: 
Business Capital/URGENT


 


Fax:  (212)
503-7330


 


If to the Assignor, at:


 


 


 


If to the Deposit Account Bank, at:


 


 


 


or, as to any party, to
such other address or facsimile number as such party may designate from time to
time by notice to the other parties.


 


(b)           Except as otherwise provided herein, all
notices and other communications hereunder shall be delivered by hand or by
commercial overnight courier (delivery charges prepaid), or mailed, postage
prepaid, or faxed, addressed as aforesaid, and shall be effective (i) three business
days after being deposited in the mail (if mailed), (ii) when delivered (if
delivered by hand or courier) and (iii) or when transmitted with receipt
confirmed (if faxed); provided that notices to the Collateral Agent
shall not be effective until actually received by it.


 


10.           Amendment.  This
Agreement may not be amended, modified or supplemented except in writing
executed and delivered by all the parties hereto.


 


11.           Binding Agreement. 
This Agreement shall bind the parties hereto and their successors and
assigns and shall inure to the benefit of the parties hereto and their
successors and assigns.  Without limiting
the provisions of the immediately preceding sentence, the Collateral Agent at
any time or from time to time may designate in writing to the Deposit Account
Bank a successor Collateral Agent (at such time, if any, as such entity becomes
the Collateral Agent under the Security Agreement, or at any time thereafter)
who shall thereafter


 





















	
   

  	
   

  
	
   

  	
  Annex F

  
	
   

  	
  Page 6

  
	
   

  	
   

  



 


succeed to the rights of
the existing Collateral Agent hereunder and shall be entitled to all of the
rights and benefits provided hereunder.


 


12.           Continuing Obligations. 
The rights and powers granted herein to the Collateral Agent have been
granted in order to protect and further perfect its security interests in the
Deposit Accounts and other Collateral and are powers coupled with an interest
and will be affected neither by any purported revocation by the Assignor of
this Agreement or the rights granted to the Collateral Agent hereunder or by
the bankruptcy, insolvency, conservatorship or receivership of the Assignor or
the Deposit Account Bank or by the lapse of time.  The rights of the Collateral Agent hereunder
and in respect of the Deposit Accounts and the other Collateral, and the
obligations of the Assignor and Deposit Account Bank hereunder, shall continue
in effect until the security interests of the Collateral Agent in the Deposit
Accounts and such other Collateral have been terminated and the Collateral
Agent has notified the Deposit Account Bank of such termination in writing.


 


13.           Governing Law. 
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.


 


14.           Counterparts. 
This Agreement may be executed in any number of counterparts, all of
which shall constitute one and the same instrument, and any party hereto may
execute this Agreement by signing and delivering one or more counterparts.


 


[Remainder of this page
intentionally left blank; signature page follows]


 





















	
   

  	
   

  
	
   

  	
  Annex F

  
	
   

  	
  Page 7

  
	
   

  	
   

  



 


IN WITNESS WHEREOF, the parties hereto have duly
executed and delivered this Agreement as of the date first written above.


 


 


	
   

  	
  Assignor:

  
	
   

  	
   

  
	
   

  	
  [NAME]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Collateral Agent:

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA,
  N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Deposit Account
  Bank:

  
	
   

  	
   

  
	
   

  	
  [NAME]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


 


ANNEX
G


 


Description of Commercial Tort Claims


 


None.


 





















 


ANNEX
H


 


Schedule of Marks


 


Please see attached.


 





















 


ANNEX H


TO


SECURITY AGREEMENT


 


SCHEDULE OF REGISTERED MARKS & APPLICATIONS


 


A.            WILLIAMS SCOTSMAN INTERNATIONAL, INC.


 


None.


 


B.            WILLIAMS SCOTSMAN, INC.


 


	
  Mark

  	
   

  	
  Type of

  Mark

  	
   

  	
  Registration

  Number

  	
   

  	
  Registration

  Date

  	
   

  	
  Jurisdiction

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REDI-PLEX
  BUILDINGS

  	
   

  	
  Trademark

  	
   

  	
  SN 78/482,548

  	
   

  	
  Pending

  	
   

  	
  US Federal

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REDI SPACE
  SOLUTIONS & design

  	
   

  	
  Trademark

  	
   

  	
  SN 78/482,498

  	
   

  	
  Pending

  	
   

  	
  US Federal

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REDI-ACCESS
  SYSTEMS & design

  	
   

  	
  Trademark

  	
   

  	
  SN 78/482,561

  	
   

  	
  Pending

  	
   

  	
  US Federal

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SPACE MASTER
  INTERNATIONAL

  	
   

  	
  Service Mark

  	
   

  	
  1,390,337

  	
   

  	
  4/15/86

  	
   

  	
  US Federal

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCOTSMAN

  	
   

  	
  Service Mark

  	
   

  	
  1,555,110

  	
   

  	
  9/5/89

  	
   

  	
  US Federal

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WILLIAMS
  SCOTSMAN

  	
   

  	
  Trademark

  	
   

  	
  2,454,889

  	
   

  	
  5/29/01

  	
   

  	
  US Federal

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WILLIAMS
  SCOTSMAN & design

  	
   

  	
  Service Mark

  	
   

  	
  1,766,208

  	
   

  	
  4/20/93

  	
   

  	
  US Federal

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCOTSMAN

  	
   

  	
  Trademark

  	
   

  	
  1,429,243

  	
   

  	
  2/17/87

  	
   

  	
  US Federal

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCOTSMAN

  	
   

  	
  Trademark

  	
   

  	
  0,867,439

  	
   

  	
  4/1/69

  	
   

  	
  US Federal

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WILLIAMS
  SCOTSMAN & design

  	
   

  	
  Service Mark

  	
   

  	
  2,446,074

  	
   

  	
  4/24/01

  	
   

  	
  US Federal

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WILLIAMS
  SCOTSMAN & design

  	
   

  	
  Trademark

  	
   

  	
  2,475,259

  	
   

  	
  8/7/01

  	
   

  	
  US Federal

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WILLIAMS
  SCOTSMAN

  	
   

  	
  Service Mark

  	
   

  	
  2,446049

  	
   

  	
  4/24/01

  	
   

  	
  US Federal

  	
   

  



 





















 


Annex H


Page 2


 


 


	
  Mark

  	
   

  	
  Type of

  Mark

  	
   

  	
  Registration Number

  	
   

  	
  Registration 

  Date

  	
   

  	
  Jurisdiction

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCOTSMAN

  	
   

  	
  Service Mark

  	
   

  	
  34350

  	
   

  	
  2/9/89

  	
   

  	
  California

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WILLSCOT

  	
   

  	
   

  	
   

  	
  SN 1160983

  	
   

  	
  Pending

  	
   

  	
  Canada

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WILLIAMS
  SCOTSMAN & design

  	
   

  	
   

  	
   

  	
  TMA528,256

  	
   

  	
  4/24/98

  	
   

  	
  Canada

  	
   

  



 


C.            WILLSCOT EQUIPMENT, LLC


 


None.


 


D.            SPACE MASTER INTERNATIONAL, INC.


 


None.


 


E.             TRUCK & TRAILER SALES, INC.


 


None.


 


F.             EVERGREEN MOBILE COMPANY


 


None.


 


 





















 


ANNEX
I


 


Schedule of Patents


 


None.


 





















 


ANNEX
J


 


Schedule of Copyrights


 


Please see attached.


 





















 


ANNEX J


to


SECURITY AGREEMENT


 


SCHEDULE OF COPYRIGHTS


 


A.            WILLIAMS SCOTSMAN INTERNATIONAL, INC.


 


None.


 


B.            WILLIAMS SCOTSMAN, INC.


 


	
  Copyright Title

  	
   

  	
  Copyright Reg. No.

  	
   

  	
  Publication Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Approved Plans
  Manual: V.1

  	
   

  	
  TX3108738

  	
   

  	
  5/15/91

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Approved Plans
  Manual: V.2

  	
   

  	
  TX3110559

  	
   

  	
  5/15/91

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Approved Plans
  Manual: V.3

  	
   

  	
  TX3110560

  	
   

  	
  5/15/91

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Approved Plans
  Manual: V.4

  	
   

  	
  TX3107295

  	
   

  	
  5/15/91

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Approved Plans
  Manual: V.5

  	
   

  	
  TX3107300

  	
   

  	
  5/15/91

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Options-V.l, No.
  1, Spring 1989

  	
   

  	
  TX2561316

  	
   

  	
  4/1/89

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Options-V.l, No.
  2, Summer 1989

  	
   

  	
  TX2660344

  	
   

  	
  7/1/89

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Options-V.l, No.
  3, Fall 1989

  	
   

  	
  TX2770109

  	
   

  	
  7/1/89

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Options-V.l, No.
  4, Winter 1990

  	
   

  	
  TX2807020

  	
   

  	
  3/12/90

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Options-Vol.2,
  No. 1, Spring 1990

  	
   

  	
  TX2831881

  	
   

  	
  5/17/90

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Order,
  maintenance and billing application

  	
   

  	
  TXu1190880

  	
   

  	
  (1)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales
  information system (SIS) computer program

  	
   

  	
  TXu1155620

  	
   

  	
  (2)

  	
   

  



 


C.           WILLSCOT EQUIPMENT, LLC


 


None.


 










(1)  No publication date: the registration date
for this copyright is 8/19/04.


 


(2)  No
publication date: the registration date for this copyright is 11/10/03.


 





















 


Annex J

Page 2


 


D.           SPACE MASTER INTERNATIONAL, INC.


 


	
  Copyright Title

  	
   

  	
  Copyright Reg. No.

  	
   

  	
  Publication Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Buildings by
  Space Master

  	
   

  	
  VAu128220

  	
   

  	
  (3)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Buildings by
  Space Master

  	
   

  	
  VA301041

  	
   

  	
  11/15/87

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  General hospital
  Space Master buildings

  	
   

  	
  VA279604

  	
   

  	
  2/1/87

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Prison buildings
  by Space Master

  	
   

  	
  VA271399

  	
   

  	
  11/1/86

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Classroom
  buildings/by Space Master

  	
   

  	
  VA271398

  	
   

  	
  12/1/87

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Prison
  buildings/by Space Master

  	
   

  	
  VA271397

  	
   

  	
  12/1/86

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Financial
  buildings by Space Master

  	
   

  	
  VA238212

  	
   

  	
  7/10/86

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Medical
  buildings by Space Master

  	
   

  	
  VA232576

  	
   

  	
  5/27/86

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  School buildings
  by Space Master

  	
   

  	
  VA232575

  	
   

  	
  4/21/86

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Buildings for
  business and industry, Space Master International, Inc.

  	
   

  	
  VA232443

  	
   

  	
  1/20/86

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Resort buildings
  by Space Master International

  	
   

  	
  VA230210

  	
   

  	
  3/13/86

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Space Master
  International, Inc.-Creating new dimensions for business and industry

  	
   

  	
  VA165387

  	
   

  	
  7/25/84

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Space Master
  International, Inc.-Creating new dimensions for business and industry

  	
   

  	
  VA165386

  	
   

  	
  7/25/84

  	
   

  



 










(3)
No publication date: the registration date for this copyright is 12/24/87.


 


 





















 


Annex J

Page 3


 


	
  Copyright Title

  	
   

  	
  Copyright Reg. No.

  	
   

  	
  Publication Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Creating new
  dimensions for business and industry, Space Master International

  	
   

  	
  VA162608

  	
   

  	
  5/1/84

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Space Master
  International, creating new dimensions for business and industry

  	
   

  	
  VA160479

  	
   

  	
  5/1/84

  	
   

  



 


E.             TRUCK & TRAILER SALES, INC.


 


None.


 


F.             EVERGREEN MOBILE COMPANY


 


None.


 





















 


ANNEX
K


to


SECURITY AGREEMENT


 


GRANT OF SECURITY INTEREST


IN UNITED STATES TRADEMARKS


 


FOR
GOOD AND VALUABLE CONSIDERATION, receipt and sufficiency of which are hereby
acknowledged, [Name of Grantor],
a                         (the
“Grantor”) with principal offices at
                             ,
hereby assigns and grants to Bank of America, N.A., as Collateral Agent, with
principal offices at Bank of America, N.A., 335 Madison Avenue, New York, New
York 10017 (the “Grantee”), a security interest in (i) all of the
Grantor’s right, title and interest in and to the United States trademarks,
trademark registrations and trademark applications (the “Marks”) set
forth on Schedule A attached hereto, (ii) all Proceeds (as such term
is defined in the Security Agreement referred to below) and products of the
Marks, (iii) the goodwill of the businesses with which the Marks are
associated and (iv) all causes of action arising prior to or after the
date hereof for infringement of any of the Marks or unfair competition
regarding the same.


 


THIS
GRANT is made to secure the satisfactory performance and payment of all the
Obligations of the Grantor, as such term is defined in the Amended and Restated
Security Agreement among the Grantor, the other assignors from time to time
party thereto and the Grantee, dated as of March 26, 2002, amended and
restated as of August 18, 2003, and amended and restated as of
June 28, 2005 (as further amended from time to time, the “Security
Agreement”). Upon the occurrence of the Termination Date (as defined in the
Security Agreement), the Grantee shall execute, acknowledge, and deliver to the
Grantor an instrument in writing releasing the security interest in the Marks
acquired under this Grant.


 


This
Grant has been granted in conjunction with the security interest granted to the
Grantee under the Security Agreement. The rights and remedies of the Grantee
with respect to the security interest granted herein are as set forth in the
Security Agreement, all terms and


 





















 


Annex K

Page 2


 


provisions of which are
incorporated herein by reference. In the event that any provisions of this
Grant are deemed to conflict with the Security Agreement, the provisions of the
Security Agreement shall govern.


 


[Remainder of this page intentionally left blank;
signature page follows]


 





















 


Annex K

Page 3


 


IN
WITNESS WHEREOF, the undersigned have executed this Grant as of
the      day
of                 ,       .


 


 


	
   

  	
  [NAME OF GRANTOR], Grantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A.,

  as Collateral Agent and Grantee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


Annex K

Page 4


 


	
  STATE OF

  	
  )

  	
   

  
	
   

  	
  ) ss.:

  	
   

  
	
  COUNTY OF

  	
  )

  	
   

  



 


On
this          day of
                ,
        , before me personally
came                                 who,
being by me duly sworn, did state as follows: that [s]he
is                     of
[Name of Grantor], that [s]he is authorized to execute the foregoing Grant on
behalf of said                  and
that [s]he did so by authority of the [Board of Directors] of said
                     .


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary
  Public

  	
   

  



 





















 


Annex K

Page 5


 


	
  STATE OF

  	
  )

  	
   

  
	
   

  	
  ) ss.:

  	
   

  
	
  COUNTY OF

  	
  )

  	
   

  



 


On
this         day
of                 ,
        , before me personally
came                           who,
being by me duly sworn, did state as follows: that [s]he
is                      of
Bank of America, N.A., that [s]he is authorized to execute the foregoing Grant
on behalf of said corporation and that [s]he did so by authority of the Board
of Directors of said corporation.


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary
  Public

  	
   

  



 





















 


SCHEDULE A


 


	
  MARK

  	
   

  	
  REG. NO.

  	
   

  	
  REG. DATE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


ANNEX
L


to


SECURITY AGREEMENT


 


GRANT OF SECURITY INTEREST

IN UNITED STATES PATENTS


 


FOR
GOOD AND VALUABLE CONSIDERATION, receipt and sufficiency of which are hereby
acknowledged, [Name of Grantor],
a                            (the
“Grantor”) with principal offices
at                                          ,
hereby assigns and grants to Bank of America, N.A., as Collateral Agent, with
principal offices at Bank of America, N.A., 335 Madison Avenue, New York, New
York 10017 (the “Grantee”), a security interest in (i) all of the
Grantor’s rights, title and interest in and to the United States patents (the “Patents”)
set forth on Schedule A attached hereto, in each case together with (ii) all
Proceeds (as such term is defined in the Security Agreement referred to below)
and products of the Patents, and (iii) all causes of action arising prior
to or after the date hereof for infringement of any of the Patents or unfair
competition regarding the same.


 


THIS
GRANT is made to secure the satisfactory performance and payment of all the
Obligations of the Grantor, as such term is defined in the Amended and Restated
Security Agreement among the Grantor, the other assignors from time to time
party thereto and the Grantee, dated as of March 26, 2002, amended and
restated as of August 18, 2003, and amended and restated as of
June 28, 2005 (as further amended from time to time, the “Security
Agreement”). Upon the occurrence of the Termination Date (as defined in the
Security Agreement), the Grantee shall execute, acknowledge, and deliver to the
Grantor an instrument in writing releasing the security interest in the Patents
acquired under this Grant.


 





















 


Annex L

Page 2


 


This
Grant has been granted in conjunction with the security interest granted to the
Grantee under the Security Agreement. The rights and remedies of the Grantee
with respect to the security interest granted herein are as set forth in the
Security Agreement, all terms and provisions of which are incorporated herein
by reference. In the event that any provisions of this Grant are deemed to
conflict with the Security Agreement, the provisions of the Security Agreement
shall govern.


 


[Remainder of this page intentionally left blank;
signature page follows]


 





















 


Annex L

Page 3


 


IN
WITNESS WHEREOF, the undersigned have executed this Grant as of the
        day
of               ,      .


 


 


	
   

  	
  [NAME OF GRANTOR], Grantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A.,

  as Collateral Agent and Grantee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


Annex L

Page 4


 


	
  STATE OF

  	
  )

  	
   

  
	
   

  	
  ) ss:

  	
   

  
	
  COUNTY OF

  	
  )

  	
   

  



 


On
this        day of                 ,      ,
before me personally came                                    who,
being by me duly sworn, did state as follows: that [s]he is                         
of [Name of Grantor], that [s]he is authorized to execute the foregoing Grant
on behalf of said                 and
that [s]he did so by authority of the Board of Directors of said                      .


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary
  Public

  	
   

  



 





















 


Annex L

Page 5


 


	
  STATE OF

  	
  )

  	
   

  
	
   

  	
  ) ss:

  	
   

  
	
  COUNTY OF

  	
  )

  	
   

  



 


On
this        day of                 ,       ,
before me personally came                                        who,
being by me duly sworn, did state as follows: that [s]he is                          
of Bank of America, N.A., that
[s]he is authorized to execute the foregoing Grant on behalf of said
corporation and that [s]he did so by authority of the Board of Directors of
said corporation.


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary
  Public

  	
   

  



 





















 


SCHEDULE A


 


	
  PATENT

  	
   

  	
  PATENT NO.

  	
   

  	
  ISSUE DATE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


ANNEX
M


to


SECURITY AGREEMENT


 


GRANT OF SECURITY INTEREST

IN UNITED STATES COPYRIGHTS


 


WHEREAS,
[Name of Grantor], a                             (the
“Grantor”), having its chief executive office at                        ,
                    ,
is the owner of all right, title and interest in and to the United States
copyrights and associated United States copyright registrations and
applications for registration set forth in Schedule A attached hereto;


 


WHEREAS,
Bank of America, N.A., as Collateral Agent, having its principal offices at 335
Madison Avenue, New York, New York 10017 (the “Grantee”), desires to
acquire a security interest in said copyrights and copyright registrations and
applications therefor; and


 


WHEREAS,
the Grantor is willing to assign to the Grantee, and to grant to the Grantee a
security interest in and lien upon the copyrights and copyright registrations
and applications therefor described above.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, and subject to the terms and conditions of the Amended and
Restated Security Agreement, dated as of March 26, 2002, amended and
restated as of August 18, 2003, and amended and restated as of June 28,
2005, made by the Grantor, the other assignors from time to time party thereto
and the Grantee (as further amended from time to time, the “Security
Agreement”), the Grantor hereby assigns to the Grantee as collateral
security, and grants to the Grantee a security interest in, the copyrights and
copyright registrations and applications therefor set forth in Schedule A
attached hereto.


 


This
Grant has been granted in conjunction with the security interest granted to the
Grantee under the Security Agreement. The rights and remedies of the Grantee
with respect to the security interest granted herein are as set forth in the
Security Agreement, all terms and provisions of which are incorporated herein
by reference. In the event that any provisions of this Grant are deemed to
conflict with the Security Agreement, the provisions of the Security Agreement
shall govern.


 


[Remainder of
this page intentionally left blank; signature page follows]


 





















 


Annex M

Page 2


 


IN
WITNESS WHEREOF, the undersigned have executed this Grant as of the      day
of                     ,
      .


 


 


	
   

  	
  [NAME OF GRANTOR], Grantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A.,

  as Collateral Agent and Grantee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


Annex M

Page 3


 


	
  STATE OF

  	
  )

  	
   

  
	
   

  	
  ) ss:

  	
   

  
	
  COUNTY OF

  	
  )

  	
   

  



 


On
this     day of                ,
         , before me personally
came                               ,
who being duly sworn, did depose and say that [s]he is                           of
[Name of Grantor], that [s]he is authorized to execute the foregoing Grant on
behalf of said corporation and that [s]he did so by authority of the Board of
Directors of said corporation.


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary
  Public

  	
   

  



 





















 


Annex M

Page 4


 


	
  STATE OF

  	
  )

  	
   

  
	
   

  	
  ) ss:

  	
   

  
	
  COUNTY OF

  	
  )

  	
   

  



 


 


On
this        day of                ,
       , before me personally came
                                   who,
being by me duly sworn, did state as follows: that [s]he is
                               of
Bank of America, N.A., that [s]he is authorized to execute the foregoing Grant
on behalf of said                and
that [s]he did so by authority of the Board of Directors of
said                        .


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary
  Public

  	
   

  



 





















 


ANNEX
N


to


SECURITY AGREEMENT


 


THE COLLATERAL AGENT


 


1.                                       Appointment.  The Secured Creditors, by
their acceptance of the benefits of the Security Agreement to which this Annex
N is attached, the Pledge Agreement, the Mortgages and the other Collateral
Documents, hereby irrevocably designate BofA (as well as any sub-collateral
agent or co-collateral agent designated by BofA as provided in
Section 10.11 of the Credit Agreement) (and, in each case, any successor
Collateral Agent) to act as specified herein and therein. Unless otherwise
defined herein, all capitalized terms used herein and defined in (or
incorporated by reference in) the Security Agreement, are used herein as
therein defined. Each Secured Creditor hereby irrevocably authorizes, and each
holder of any Obligation by the acceptance of such Obligation and by the
acceptance of the benefits of the Collateral Documents shall be deemed
irrevocably to authorize, the Collateral Agent to take such action on its
behalf under the provisions of the Collateral Documents and any instruments and
agreements referred to therein and to exercise such powers and to perform such
duties thereunder as are specifically delegated to or required of the
Collateral Agent by the terms thereof and such other powers as are reasonably
incidental thereto. The Collateral Agent may perform any of its duties
hereunder or thereunder by or through its authorized agents, sub-agents or
employees.


 


2.                                       Nature of Duties.  (a)
The Collateral Agent shall have no duties or responsibilities except those
expressly set forth herein or in the Collateral Documents. The duties of the
Collateral Agent shall be mechanical and administrative in nature; the
Collateral Agent shall not have by reason of the Collateral Documents or any
other Secured Debt Agreement a fiduciary relationship in respect of any Secured
Creditor; and nothing in the Collateral Documents or in any other Secured Debt
Agreement, expressed or implied, is intended to or shall be so construed as to
impose upon the Collateral Agent any obligations in respect of the Collateral
Documents except as expressly set forth herein and therein.


 


(b)                                 The Collateral Agent shall not be responsible
for perfecting (or maintaining the perfection of) or insuring the Collateral
(which, for purposes of this Annex N, shall mean all collateral under all of
the Collateral Documents) or for the payment of taxes, charges or assessments
or discharging of Liens upon the Collateral or otherwise as to the maintenance
of the Collateral.


 


(c)                                  The Collateral Agent shall not be required to
ascertain or inquire as to the performance by any Assignor of any of the
covenants or agreements contained in the Collateral Documents or in any other
Secured Debt Agreement.


 


(d)                                 The Collateral Agent shall be under no
obligation or duty to take any action under, or with respect to, any of the
Collateral Documents if taking such action (i) would subject the
Collateral Agent to a tax in any jurisdiction where it is not then subject to
such tax or (ii) would require the Collateral Agent to qualify to do
business, or obtain any license, in any jurisdiction where it is not then so
qualified or licensed or (iii) would subject the Collateral Agent to in
personam jurisdiction in any locations where it is not then so subject.


 





















 


Annex N

Page 2


 


(e)                                  Notwithstanding any other provision of this
Annex N or any provision of any Collateral Document, neither the Collateral
Agent nor any of its officers, directors, employees, affiliates or agents shall
be personally liable for any action taken or omitted to be taken by it in
accordance with, or pursuant to, this Annex N or any of the Collateral
Documents except for its own gross negligence or willful misconduct (as
determined by a court of competent jurisdiction in a final and non-appealable
decision).


 


3.                                       Lack of Reliance on the Collateral Agent. Independently and without reliance upon the
Collateral Agent, each Secured Creditor, to the extent it deems appropriate,
has made and shall continue to make (i) its own independent investigation
of the financial condition and affairs of each Assignor and its Subsidiaries in
connection with the making and the continuance of the Obligations and the
taking or not taking of any action in connection therewith, and (ii) its
own appraisal of the creditworthiness of each Assignor and its Subsidiaries,
and the Collateral Agent shall have no duty or responsibility, either initially
or on a continuing basis, to provide any Secured Creditor with any credit or
other information with respect thereto, whether coming into its possession
before the extension of any Obligations or the purchase of any Obligations or
at any time or times thereafter. The Collateral Agent shall not be responsible
in any manner whatsoever to any Secured Creditor for the correctness of any
recitals, statements, information, representations or warranties herein or in
any document, certificate or other writing delivered in connection herewith or
for the execution, effectiveness, genuineness, validity, enforceability,
perfection, collectibility, priority or sufficiency of any of the Collateral
Documents or the security interests granted thereunder or the financial
condition of any Assignor or any Subsidiary of any Assignor or be required to
make any inquiry concerning either the performance or observance of any of the
terms, provisions or conditions of any of the Collateral Documents, or the
financial condition of any Assignor or any Subsidiary of any Assignor, or the
existence or possible existence of any Default or Event of Default. The
Collateral Agent makes no representations as to the value, condition or
perfection of the Collateral or any part thereof, or as to the title of any
Assignor thereto or as to the security afforded by any of the Collateral
Documents.


 


4.                                       Certain Rights of the Collateral Agent. (a) No Secured Creditor shall have
(i) any right to individually seek to enforce any Collateral Document or
to realize upon the security to be granted thereby or (ii) any right to
cause the Collateral Agent to take any action with respect to the Collateral,
with only the Collateral Agent having the right to take any such action at the
direction of the Required Secured Creditors. If the Collateral Agent shall
request instructions from the Required Secured Creditors with respect to any
act or action (including failure to act) in connection with any of the
Collateral Documents, the Collateral Agent shall be entitled to refrain from
such act or taking such action unless and until it shall have received
instructions from the Required Secured Creditors and to the extent requested,
appropriate indemnification in respect of actions to be taken, and the
Collateral Agent shall not incur liability to any Person by reason of so
refraining. Without limiting the foregoing, no Secured Creditor shall have any
right of action whatsoever against the Collateral Agent as a result of the
Collateral Agent acting or refraining from acting hereunder in accordance with
the instructions of the Required Secured Creditors.


 


(b)                                 Notwithstanding anything to the contrary
contained herein, the Collateral Agent is authorized, but not obligated,
(i) to take any action reasonably required to perfect or


 





















 


Annex N

Page 3


 


continue the perfection of
the Liens on the Collateral for the benefit of the Secured Creditors and
(ii) when instructions from the Required Secured Creditors have been
requested by the Collateral Agent but have not yet been received, to take any action
which the Collateral Agent, in good faith, believes to be desirable or
reasonably required to promote and protect the interests of the Secured
Creditors in the Collateral.


 


(c)                                  Notwithstanding anything to the contrary
contained herein or in any of the Collateral Documents, the Collateral Agent
shall not be required to take any action that (i) exposes, or in the good
faith judgment of the Collateral Agent may expose, the Collateral Agent or its
officers, directors, affiliates, agents or employees to personal liability,
unless the Collateral Agent shall be adequately indemnified as provided herein,
or (ii) is, or in the good faith judgment of the Collateral Agent may be,
contrary to any of the Collateral Documents, any other Secured Debt Agreement
or applicable law.


 


5.                                       Reliance. The Collateral Agent shall be entitled to rely, and shall be fully
protected in relying, upon any note, writing, resolution, notice, statement,
certificate, telex, teletype or telecopier message, cablegram, radiogram, order
or other document or telephone message signed, sent or made by the proper
Person or entity, and, with respect to all legal matters pertaining hereto or
to any of the other Collateral Documents and its duties thereunder and
hereunder, upon advice of counsel selected by it.


 


6.                                       Indemnification. To the extent the Collateral Agent is not
reimbursed and indemnified by the Assignors, the Secured Creditors (other than
the Second Lien Creditors) will reimburse and indemnify the Collateral Agent,
in proportion to their respective outstanding principal amounts of Obligations
(including, for this purpose, any unpaid First Lien Primary Obligations and any
unpaid First Lien Secondary Obligations, in respect of Letters of Credit, as
outstanding principal) for and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be imposed on,
incurred by or asserted against the Collateral Agent in performing its duties
hereunder or under any Collateral Document, or in any way relating to or
arising out of its actions as Collateral Agent in respect of the Collateral
Documents except to the extent resulting from the Collateral Agent’s own gross
negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and non-appealable decision). The indemnities set forth
in this Section 6 shall survive the repayment of all Obligations, with the
respective indemnification at such time to be based upon the outstanding
principal amounts (determined as described above) of Obligations at the time of
the respective occurrence upon which the claim against the Collateral Agent is
based or, if same is not reasonably determinable, based upon the outstanding principal
amounts (determined as described above) of Obligations as in effect immediately
prior to the termination of the Collateral Documents. The indemnities set forth
in this Section 6 are in addition to any indemnities provided by the
Lenders to the Collateral Agent pursuant to the Credit Agreement, with the
effect being that the Lenders shall be responsible for indemnifying the
Collateral Agent to the extent the Collateral Agent does not receive payments
pursuant to this Section 6 from the Secured Creditors as provided above
(although in such event, and upon the payment in full of all such amounts owing
to the Collateral Agent by the Lenders, the Lenders shall be subrogated to the
rights of the Collateral Agent to receive payment from the respective other
Secured Creditors).


 





















 


Annex N

Page 4


 


7.                                       The Collateral Agent in its Individual
Capacity. With respect to
its obligations as a Secured Creditor under any Secured Debt Agreement to which
the Collateral Agent is a party, and to act as agent under one or more of such
Secured Debt Agreements, the Collateral Agent shall have the rights and powers
specified herein for a Secured Creditor, and may exercise the same rights and
powers as though it were not performing the duties specified herein; and the
terms “Secured Creditors,” “Lenders,” “Required Lenders,” “Interest Rate
Creditors,” “holders of Obligations” or any similar terms shall, unless the
context clearly otherwise indicates, include the Collateral Agent in its
individual capacity. The Collateral Agent and its affiliates may accept
deposits from, lend money to, and generally engage in any kind of banking,
investment banking, trust or other business with any Assignor or any affiliate
or Subsidiary of any Assignor as if it were not performing the duties specified
herein or in the other Secured Debt Agreements, and may accept fees and other
consideration from the Assignors for services in connection with the Secured
Debt Agreements and otherwise without having to account for the same to the
Secured Creditors.


 


8.                                       Resignation by the Collateral Agent; Removal
of Collateral Agent. (a) The
Collateral Agent may resign from the performance of all of its functions and
duties hereunder and under the other Collateral Documents at any time by giving
five Business Days’ prior written notice to the Borrower, the Administrative
Agent and the Senior Secured Notes Trustee. Such resignation shall take effect
upon the appointment of a successor Collateral Agent pursuant to clause
(b) or (c) below or as otherwise provided in clause (d) below.


 


(b)                                 Upon any such notice of resignation by the
Collateral Agent, the Required Secured Creditors shall appoint a successor
Collateral Agent under the Collateral Documents who shall be a commercial bank
or trust company reasonably acceptable to the Borrower, which acceptance shall
not be unreasonably withheld or delayed (provided that the Borrower’s approval
shall not be required if an Event of Default then exists).


 


(c)                                  If a successor Collateral Agent shall not
have been appointed within 30 days following the retiring Collateral Agent’s
notice of resignation, the Collateral Agent, with the consent of the Borrower,
which consent shall not be unreasonably withheld or delayed (although the
consent of the Borrower shall not be required if an Event of Default has
occurred and is continuing), shall then appoint a successor Collateral Agent
who shall serve as Collateral Agent under the Collateral Documents until such
time, if any, as the Required Secured Creditors appoint a successor Collateral
Agent as provided above.


 


(d)                                 If no successor Collateral Agent has been
appointed pursuant to clause (b) or (c) above within 45 days after
the date such notice of resignation was given by the Collateral Agent, then the
Collateral Agent’s resignation shall become effective and the Required Secured
Creditors shall thereafter perform all the duties of the Collateral Agent
hereunder and/or under any other Collateral Document until such time, if any,
as the Required Secured Creditors appoint a successor Collateral Agent as
provided above.


 


(e)                                  After all First Lien Obligations have been
paid in full in cash in accordance with the terms thereof and all Commitments
and Letters of Credit with respect thereto have been terminated, the Senior
Secured Notes Trustee may remove the then existing Collateral Agent hereunder
and appoint a successor Collateral Agent hereunder who shall be reasonably


 





















 


Annex N

Page 5


 


acceptable to the Borrower
(it being understood and agreed that for the purposes of this clause (e), the
Senior Secured Notes Trustee is acceptable to the Borrower).


 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I SECURITY
  INTERESTS

  	
   

  
	
   

  	
   

  
	
  1.1. Grant of
  Security Interests

  	
   

  
	
  1.2. Power of Attorney

  	
   

  
	
   

  	
   

  
	
  ARTICLE II
  GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS

  	
   

  
	
   

  	
   

  
	
  2.1. Necessary Filings

  	
   

  
	
  2.2. No
  Liens

  	
   

  
	
  2.3. Other Financing
  Statements

  	
   

  
	
  2.4.
  Chief Executive Office, Record Locations

  	
   

  
	
  2.5.
  Location of Inventory and Equipment and Units

  	
   

  
	
  2.6. Units

  	
   

  
	
  2.7.
  Legal Names; Type of Organization (and Whether a Registered Organization
  and/or a Transmitting Utility); Jurisdiction of Organization; Location;
  Organizational Identification Numbers; Changes Thereto; etc.

  	
   

  
	
  2.8.
  Trade Names; etc.

  	
   

  
	
  2.9.
  As-Extracted Collateral; Timber-to-be-Cut

  	
   

  
	
  2.10.
  Collateral in the Possession of a Bailee

  	
   

  
	
  2.11.
  Recourse

  	
   

  
	
   

  	
   

  
	
  ARTICLE III
  SPECIAL PROVISIONS CONCERNING ACCOUNTS; CONTRACT RIGHTS; INSTRUMENTS; CHATTEL
  PAPER AND CERTAIN OTHER COLLATERAL

  	
   

  
	
   

  	
   

  
	
  3.1.
  Additional Representations and Warranties

  	
   

  
	
  3.2. Maintenance of
  Records

  	
   

  
	
  3.3. Modification of
  Terms; etc.

  	
   

  
	
  3.4.
  Collection

  	
   

  
	
  3.5. Direction
  to Account Debtors; etc.

  	
   

  
	
  3.6.
  Instruments

  	
   

  
	
  3.7. Collection Accounts

  	
   

  
	
  3.8. Concentration Account

  	
   

  
	
  3.9.
  BofA Account

  	
   

  
	
  3.10. Receipt of Payments

  	
   

  
	
  3.11. Account Inspection

  	
   

  
	
  3.12.
  Assignors Remain Liable Under Accounts

  	
   

  
	
  3.13.
  Assignors Remain Liable Under Contracts

  	
   

  
	
  3.14. Deposit Accounts;
  etc.

  	
   

  
	
  3.15. Letter-of-Credit
  Rights

  	
   

  
	
  3.16. Commercial Tort
  Claims

  	
   

  
	
  3.17.
  Chattel Paper

  	
   

  
	
  3.18. Further Actions

  	
   

  



 


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  ARTICLE IV
  SPECIAL PROVISIONS CONCERNING TRADEMARKS

  	
   

  
	
   

  	
   

  
	
  4.1.
  Additional Representations and Warranties

  	
   

  
	
  4.2. Licenses and
  Assignments

  	
   

  
	
  4.3.
  Infringements

  	
   

  
	
  4.4. Preservation of Marks

  	
   

  
	
  4.5. Maintenance of
  Registration

  	
   

  
	
  4.6.
  Remedies

  	
   

  
	
  4.7. Future Registered
  Marks

  	
   

  
	
   

  	
   

  
	
  ARTICLE V
  SPECIAL PROVISIONS CONCERNING PATENTS, COPYRIGHTS AND TRADE SECRETS

  	
   

  
	
   

  	
   

  
	
  5.1. Additional
  Representations and Warranties

  	
   

  
	
  5.2. Licenses and
  Assignments

  	
   

  
	
  5.3.
  Infringements

  	
   

  
	
  5.4.
  Maintenance of Patents or Copyright

  	
   

  
	
  5.5.
  Prosecution of Patent Applications

  	
   

  
	
  5.6.
  Remedies

  	
   

  
	
  5.7. Other Patents
  and Copyrights

  	
   

  
	
   

  	
   

  
	
  ARTICLE VI
  PROVISIONS CONCERNING ALL COLLATERAL

  	
   

  
	
   

  	
   

  
	
  6.1.
  Protection of Collateral Agent’s Security

  	
   

  
	
  6.2. Warehouse
  Receipts Non-negotiable

  	
   

  
	
  6.3. Additional
  Information.

  	
   

  
	
  6.4.
  Further Actions

  	
   

  
	
  6.5. Financing Statements

  	
   

  
	
   

  	
   

  
	
  ARTICLE VII
  REMEDIES UPON OCCURRENCE OF AN EVENT OF DEFAULT

  	
   

  
	
   

  	
   

  
	
  7.1.
  Remedies; Obtaining the Collateral Upon Default

  	
   

  
	
  7.2.
  Remedies; Disposition of the Collateral

  	
   

  
	
  7.3. Waiver of Claims

  	
   

  
	
  7.4. Application of
  Proceeds

  	
   

  
	
  7.5. Remedies Cumulative

  	
   

  
	
  7.6. Discontinuance
  of Proceedings

  	
   

  
	
   

  	
   

  
	
  ARTICLE VIII INDEMNITY

  	
   

  
	
   

  	
   

  
	
  8.1.
  Indemnity

  	
   

  
	
  8.2.
  Indemnity Obligations Secured by Collateral; Survival

  	
   

  



 


ii





















 


	
  ARTICLE IX DEFINITIONS

  	
   

  
	
   

  	
   

  
	
  ARTICLE X
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  
	
  10.1.
  Notices

  	
   

  
	
  10.2. Waiver; Amendment

  	
   

  
	
  10.3. Obligations Absolute

  	
   

  
	
  10.4. Successors and
  Assigns

  	
   

  
	
  10.5. Headings Descriptive

  	
   

  
	
  10.6.
  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL

  	
   

  
	
  10.7. Assignor’s Duties

  	
   

  
	
  10.8. Termination; Release

  	
   

  
	
  10.9. Limited Obligations

  	
   

  
	
  10.10.
  Counterparts

  	
   

  
	
  10.11.
  Severability

  	
   

  
	
  10.12.
  The Collateral Agent and the other Secured Creditors

  	
   

  
	
  10.13. Benefit of
  Agreement

  	
   

  
	
  10.14. Additional
  Assignors

  	
   

  
	
  10.15.
  Appointment of DBTCA and BTCC as Sub-collateral Agents

  	
   

  
	
  10.16. Custodian Agreement

  	
   

  
	
  10.17.
  Acknowledgements Regarding Security Bond Obligations

  	
   

  
	
   

  	
   

  
	
  ANNEX A

  	
  Schedule of Chief
  Executive Offices Address(es) of Chief Executive Office

  	
   

  
	
  ANNEX B

  	
  Schedule of Inventory,
  Equipment and Unit Locations

  	
   

  
	
  ANNEX
  C

  	
  Schedule of
  Legal Names, Type of Organization (and Whether a Registered Organization
  and/or a Transmitting Utility), Jurisdiction of Organization, Location and
  Organizational Identification Numbers

  	
   

  
	
  ANNEX D

  	
  Schedule of Trade and
  Fictitious Names

  	
   

  
	
  ANNEX E

  	
  Schedule of Deposit
  Accounts

  	
   

  
	
  ANNEX
  F

  	
  Form of
  Control Agreement Regarding Deposit Accounts

  	
   

  
	
  ANNEX
  G

  	
  Schedule of
  Commercial Tort Claims

  	
   

  
	
  ANNEX
  H

  	
  Schedule of
  Marks

  	
   

  
	
  ANNEX
  I

  	
  Schedule of
  Patents

  	
   

  
	
  ANNEX
  J

  	
  Schedule of
  Copyrights

  	
   

  
	
  ANNEX
  K

  	
  Grant
  of Security Interest in United States Trademarks

  	
   

  
	
  ANNEX
  L

  	
  Grant
  of Security Interest in United States Patents

  	
   

  
	
  ANNEX
  M

  	
  Grant
  of Security Interest in United States Copyrights

  	
   

  
	
  ANNEX
  N

  	
  The
  Collateral Agent

  	
   

  



 


iii