Exhibit 10.1


 


AMENDED AND RESTATED


CREDIT AGREEMENT



among



WILLIAMS SCOTSMAN INTERNATIONAL, INC.,



WILLIAMS SCOTSMAN, INC.,



VARIOUS FINANCIAL INSTITUTIONS,



BANK OF AMERICA, N.A.,

as Administrative Agent,



DEUTSCHE BANK TRUST COMPANY AMERICAS,

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













 


Dated as of June 28, 2005


 










 





















 


TABLE OF CONTENTS


 


	
  ARTICLE 1

  	
  Definitions

  	
   

  
	
  1.1

  	
  General
  Definitions; Holding Company Applicability

  	
   

  
	
  1.2

  	
  Accounting
  Terms and Determinations

  	
   

  
	
  1.3

  	
  Interpretive
  Provisions

  	
   

  
	
  1.4

  	
  No Strict
  Construction

  	
   

  
	
  1.5

  	
  Certain
  Provisions Regarding Holdings

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
  Amount and Terms of Credit

  	
   

  
	
  2.1

  	
  The
  Commitments and Loans

  	
   

  
	
  2.2

  	
  Determination
  of Borrowing Base for Revolving Loans; etc.

  	
   

  
	
  2.3

  	
  Borrowing
  Mechanics

  	
   

  
	
  2.4

  	
  Settlements
  Among the Administrative Agent and the Lenders

  	
   

  
	
  2.5

  	
  Mandatory
  and Voluntary Payments: Mandatory and Voluntary Reduction of Commitments

  	
   

  
	
  2.6

  	
  Payments
  and Computations

  	
   

  
	
  2.7

  	
  Maintenance
  of Account

  	
   

  
	
  2.8

  	
  Statement
  of Account

  	
   

  
	
  2.9

  	
  Taxes

  	
   

  
	
  2.10

  	
  Sharing of
  Payments

  	
   

  
	
  2.11

  	
  Bank
  Products

  	
   

  
	
  2.12

  	
  Assignment
  and Assumption on Effective Date

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
  Letters of Credit

  	
   

  
	
  3.1

  	
  Issuance of
  Letters of Credit

  	
   

  
	
  3.2

  	
  Terms of
  Letters of Credit

  	
   

  
	
  3.3

  	
  Revolving
  Credit Lenders’ Participation

  	
   

  
	
  3.4

  	
  Notice of
  Issuance

  	
   

  
	
  3.5

  	
  Payment of
  Amounts Drawn Under Letters of Credit

  	
   

  
	
  3.6

  	
  Payment by
  Revolving Credit Lenders

  	
   

  
	
  3.7

  	
  Nature of
  Issuing Lender’s Duties

  	
   

  
	
  3.8

  	
  Obligations
  Absolute

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
  Interest, Fees and Expenses

  	
   

  
	
  4.1

  	
  Interest on
  Eurodollar Rate Loans

  	
   

  
	
  4.2

  	
  Interest on
  Base Rate Loans

  	
   

  
	
  4.3

  	
  Notice of
  Continuation and Notice of Conversion

  	
   

  
	
  4.4

  	
  Interest
  After Default

  	
   

  
	
  4.5

  	
  Reimbursement
  of Expenses

  	
   

  
	
  4.6

  	
  Unused Line
  Fee

  	
   

  
	
  4.7

  	
  Letter of
  Credit Fees

  	
   

  
	
  4.8

  	
  Incremental
  Revolving Credit Commitments

  	
   

  
	
  4.9

  	
  Other Fees
  and Expenses

  	
   

  



 


i





















 


	
  4.10

  	
  Authorization
  to Charge Account

  	
   

  
	
  4.11

  	
  Indemnification
  in Certain Events

  	
   

  
	
  4.12

  	
  Calculations

  	
   

  
	
  4.13

  	
  Change of
  Applicable Lending Office

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
  Conditions Precedent

  	
   

  
	
  5.1

  	
  Conditions
  to Initial Loans and Letters of Credit

  	
   

  
	
  5.2

  	
  Conditions
  to All Credit Events

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
  Representations and Warranties

  	
   

  
	
  6.1

  	
  Corporate
  Status

  	
   

  
	
  6.2

  	
  Corporate
  Power and Authority

  	
   

  
	
  6.3

  	
  No
  Violation

  	
   

  
	
  6.4

  	
  Litigation

  	
   

  
	
  6.5

  	
  Use of
  Proceeds

  	
   

  
	
  6.6

  	
  Governmental
  Approvals

  	
   

  
	
  6.7

  	
  Investment
  Company Act

  	
   

  
	
  6.8

  	
  Public
  Utility Holding Company Act

  	
   

  
	
  6.9

  	
  True and
  Complete Disclosure

  	
   

  
	
  6.10

  	
  Financial
  Condition; Financial Statements

  	
   

  
	
  6.11

  	
  Locations
  of Offices, Records, Inventory and Rental Equipment

  	
   

  
	
  6.12

  	
  Security
  Interests

  	
   

  
	
  6.13

  	
  Tax
  Returns and Payments

  	
   

  
	
  6.14

  	
  Compliance
  with ERISA

  	
   

  
	
  6.15

  	
  Subsidiaries

  	
   

  
	
  6.16

  	
  Intellectual
  Property; etc.

  	
   

  
	
  6.17

  	
  Compliance
  with Statutes, etc.

  	
   

  
	
  6.18

  	
  Properties

  	
   

  
	
  6.19

  	
  Labor
  Relations; Collective Bargaining Agreements

  	
   

  
	
  6.20

  	
  Restrictions
  on Subsidiaries

  	
   

  
	
  6.21

  	
  Status of
  Accounts

  	
   

  
	
  6.22

  	
  Material
  Contracts

  	
   

  
	
  6.23

  	
  Existing
  Indebtedness and Operating Leases

  	
   

  
	
  6.24

  	
  Guarantee
  of Certain Notes; Subordinated Guarantor Senior Indebtedness; Credit
  Agreement; etc.

  	
   

  
	
  6.25

  	
  Unit
  Subsidiary

  	
   

  
	
  6.26

  	
  Rental
  Equipment; Business of the Credit Parties

  	
   

  
	
  6.27

  	
  Legal
  Names; Type of Organization (and Whether a Registered Organization);
  Jurisdiction of Organization; etc.

  	
   

  
	
  6.28

  	
  Insurance

  	
   

  
	
  6.29

  	
  Ownership
  of Rental Equipment

  	
   

  
	
  6.30

  	
  No
  Permitted Units Financing or Attributable Debt

  	
   

  
	
  6.31

  	
  Intercreditor
  Agreement

  	
   

  
	
  6.32

  	
  Foreign
  Assets Control Regulations, Etc.

  	
   

  



 


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  ARTICLE 7

  	
  Affirmative Covenants

  	
   

  
	
  7.1

  	
  Financial
  Information

  	
   

  
	
  7.2

  	
  Real Estate
  Appraisals

  	
   

  
	
  7.3

  	
  Corporate
  Franchises

  	
   

  
	
  7.4

  	
  Compliance
  with Statutes, etc.

  	
   

  
	
  7.5

  	
  ERISA

  	
   

  
	
  7.6

  	
  Good Repair

  	
   

  
	
  7.7

  	
  Books and
  Records

  	
   

  
	
  7.8

  	
  Collateral
  Records

  	
   

  
	
  7.9

  	
  Security
  Interests

  	
   

  
	
  7.10

  	
  Insurance;
  Casualty Loss

  	
   

  
	
  7.11

  	
  Taxes

  	
   

  
	
  7.12

  	
  End of Fiscal
  Years; Fiscal Quarters

  	
   

  
	
  7.13

  	
  Further
  Assurances

  	
   

  
	
  7.14

  	
  Maintenance
  of Separateness

  	
   

  
	
  7.15

  	
  Collateral
  Access Agreements

  	
   

  
	
  7.16

  	
  New
  Subsidiaries

  	
   

  
	
  7.17

  	
  Permitted
  Acquisitions

  	
   

  
	
  7.18

  	
  Unit
  Subsidiary; Provisions Relating to Units; etc.

  	
   

  
	
  7.19

  	
  Use of
  Proceeds

  	
   

  
	
  7.20

  	
  Rental
  Equipment; Business of the Credit Parties

  	
   

  
	
  7.21

  	
  Ownership
  of Rental Equipment

  	
   

  
	
  7.22

  	
  No
  Permitted Units Financing or Attributable Debt

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
  Negative Covenants

  	
   

  
	
  8.1

  	
  Consolidation,
  Merger, Sale or Purchase of Assets, etc.

  	
   

  
	
  8.2

  	
  Liens

  	
   

  
	
  8.3

  	
  Indebtedness

  	
   

  
	
  8.4

  	
  Capital
  Expenditures

  	
   

  
	
  8.5

  	
  Investments

  	
   

  
	
  8.6

  	
  Dividends,
  etc.

  	
   

  
	
  8.7

  	
  Transactions
  with Affiliates

  	
   

  
	
  8.8

  	
  Changes in
  Business

  	
   

  
	
  8.9

  	
  Senior
  Secured Leverage Ratio

  	
   

  
	
  8.10

  	
  Consolidated
  Interest Coverage Ratio

  	
   

  
	
  8.11

  	
  Utilization

  	
   

  
	
  8.12

  	
  Creation
  of Subsidiaries

  	
   

  
	
  8.13

  	
  Limitation
  on Voluntary Payments and Modifications of Indebtedness; Modifications of
  Governing Documents, Preferred Stock and Certain Other Agreements; etc.

  	
   

  
	
  8.14

  	
  Issuance
  of Stock

  	
   

  
	
  8.15

  	
  Limitation
  on Restrictions Affecting Subsidiaries

  	
   

  
	
  8.16

  	
  No
  Additional Bank Accounts

  	
   

  
	
  8.17

  	
  No Excess
  Cash

  	
   

  
	
  8.18

  	
  Account
  Terms

  	
   

  
	
  8.19

  	
  Permitted
  Preferred Stock

  	
   

  



 


iii





















 


	
  8.20

  	
  Unit
  Subsidiary

  	
   

  
	
  8.21

  	
  Change of
  Legal Names; Type of Organization (and Whether a Registered Organization);
  Jurisdiction of Organization etc.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9

  	
  Events of Default and Remedies

  	
   

  
	
  9.1

  	
  Events of
  Default

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
  The Agents

  	
   

  
	
  10.1

  	
  Appointment

  	
   

  
	
  10.2

  	
  Nature of
  Duties

  	
   

  
	
  10.3

  	
  Lack of
  Reliance on the Agents

  	
   

  
	
  10.4

  	
  Certain
  Rights of the Agents

  	
   

  
	
  10.5

  	
  Reliance
  by the Agents

  	
   

  
	
  10.6

  	
  Indemnification

  	
   

  
	
  10.7

  	
  Each Agent
  in its Individual Capacity

  	
   

  
	
  10.8

  	
  Holders of
  Notes

  	
   

  
	
  10.9

  	
  Resignation
  by the Agents; Successor Agents; etc.

  	
   

  
	
  10.10

  	
  Collateral
  Matters

  	
   

  
	
  10.11

  	
  Co-Collateral
  Agents; Separate Collateral Agents

  	
   

  
	
  10.12

  	
  Actions
  with Respect to Defaults

  	
   

  
	
  10.13

  	
  Delivery
  of Information

  	
   

  
	
  10.14

  	
  The
  Syndication Agent and the Co-Documentation Agents

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11

  	
  Miscellaneous

  	
   

  
	
  11.1

  	
  Submission
  to Jurisdiction; Waivers

  	
   

  
	
  11.2

  	
  Waiver of
  Jury Trial

  	
   

  
	
  11.3

  	
  Governing
  Law

  	
   

  
	
  11.4

  	
  Delays:
  Partial Exercise of Remedies

  	
   

  
	
  11.5

  	
  Notices

  	
   

  
	
  11.6

  	
  Benefit of
  Agreement

  	
   

  
	
  11.7

  	
  Confidentiality

  	
   

  
	
  11.8

  	
  Indemnification

  	
   

  
	
  11.9

  	
  Entire
  Agreement; Successors and Assigns

  	
   

  
	
  11.10

  	
  Amendment
  or Waiver

  	
   

  
	
  11.11

  	
  Nonliability
  of Administrative Agent, Collateral Agent and Lenders

  	
   

  
	
  11.12

  	
  Independent
  Nature of Lenders’ Rights

  	
   

  
	
  11.13

  	
  Counterparts

  	
   

  
	
  11.14

  	
  Effectiveness

  	
   

  
	
  11.15

  	
  Headings
  Descriptive

  	
   

  
	
  11.16

  	
  Maximum Rate

  	
   

  
	
  11.17

  	
  Right of
  Setoff

  	
   

  
	
  11.18

  	
  Other
  Credit Documents

  	
   

  
	
  11.19

  	
  Certain
  Provisions Regarding Perfection of Security Interests

  	
   

  
	
  11.20

  	
  [Intentionally
  Omitted]

  	
   

  
	
  11.21

  	
  Acknowledgements
  Regarding Security Bond Obligations

  	
   

  
	
  11.22

  	
  PATRIOT
  Act Notice

  	
   

  



 


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  11.23

  	
  Amendment
  and Restatement

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12

  	
  Holdings Secured Guaranty

  	
   

  
	
  12.1

  	
  The
  Holdings Secured Guaranty

  	
   

  
	
  12.2

  	
  Bankruptcy

  	
   

  
	
  12.3

  	
  Nature of
  Liability

  	
   

  
	
  12.4

  	
  Independent
  Obligation

  	
   

  
	
  12.5

  	
  Authorization

  	
   

  
	
  12.6

  	
  Reliance

  	
   

  
	
  12.7

  	
  Subordination

  	
   

  
	
  12.8

  	
  Waiver

  	
   

  
	
  12.9

  	
  Limitation
  on Enforcement

  	
   

  



 


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  SCHEDULE I

  	
  Lender Commitments and Term Loan Outstandings

  	
   

  
	
  SCHEDULE II

  	
  Lenders Addresses

  	
   

  
	
  SCHEDULE III

  	
  Existing Indebtedness and Operating Leases

  	
   

  
	
  SCHEDULE IV

  	
  Real Properties

  	
   

  
	
  SCHEDULE V

  	
  Existing Letters of Credit

  	
   

  
	
  SCHEDULE VI

  	
  Location of Offices, Records, Inventory and Rental Equipment

  	
   

  
	
  SCHEDULE VII

  	
  Tax Matters

  	
   

  
	
  SCHEDULE VIII

  	
  ERISA Matters

  	
   

  
	
  SCHEDULE IX

  	
  Subsidiaries

  	
   

  
	
  SCHEDULE X

  	
  Collective Bargaining Agreements

  	
   

  
	
  SCHEDULE XI

  	
  Legal Names; Type of Organization; Jurisdiction of Organization

  	
   

  
	
  SCHEDULE XII

  	
  Insurance

  	
   

  
	
  SCHEDULE XIII

  	
  8.1(o) Conditions

  	
   

  
	
  SCHEDULE XIV

  	
  Existing Liens

  	
   

  
	
  SCHEDULE XV

  	
  Surety Liens

  	
   

  
	
  SCHEDULE XVI

  	
  Existing Investments

  	
   

  
	
  SCHEDULE XVII

  	
  Bank Accounts

  	
   

  
	
  SCHEDULE XVIII

  	
  Holdings Article 7 and 8 Covenants

  	
   

  
	
  SCHEDULE XIX

  	
  Affiliate Transactions

  	
   

  
	
  SCHEDULE XX

  	
  Subordinated Guarantor Senior Indebtedness

  	
   

  
	
  SCHEDULE XXI

  	
  First Lien Obligations Exception

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A-1

  	
  Form of Term Note

  	
   

  
	
  EXHIBIT A-2

  	
  Form of Revolving Note

  	
   

  
	
  EXHIBIT B-1

  	
  Form of Notice of Borrowing

  	
   

  
	
  EXHIBIT B-2

  	
  Form of Letter of Credit Request

  	
   

  
	
  EXHIBIT B-3

  	
  Form of Notice of Continuation

  	
   

  
	
  EXHIBIT B-4

  	
  Form of Notice of Conversion

  	
   

  
	
  EXHIBIT C-1

  	
  Form of Collection Bank Agreement

  	
   

  
	
  EXHIBIT C-2

  	
  Form of Canadian Bank Control Agreement

  	
   

  
	
  EXHIBIT D

  	
  Form of Section 2.9(b)(ii) Certificate

  	
   

  
	
  EXHIBIT E-1

  	
  Form of Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP,
  special counsel to Holdings and the Borrower

  	
   

  
	
  EXHIBIT E-2

  	
  Form of Opinion of Davies Ward Phillips & Vineberg LLP

  	
   

  
	
  EXHIBIT F-1

  	
  Form of U.S. Security Agreement

  	
   

  
	
  EXHIBIT F-2

  	
  Form of Canadian Security Agreement

  	
   

  
	
  EXHIBIT G

  	
  Form of Collateral Access Agreement

  	
   

  
	
  EXHIBIT H

  	
  Form of Officer’s Certificate

  	
   

  
	
  EXHIBIT I

  	
  Form of Solvency Certificate

  	
   

  
	
  EXHIBIT J-1

  	
  Form of U.S. Subsidiaries Guaranty

  	
   

  
	
  EXHIBIT J-2

  	
  Form of Canadian Subsidiaries Guaranty

  	
   

  
	
  EXHIBIT K-1

  	
  Form of U.S. Pledge Agreement

  	
   

  
	
  EXHIBIT L

  	
  Form of Mortgage

  	
   

  
	
  EXHIBIT M

  	
  Form of Custodian Agreement

  	
   

  
	
  EXHIBIT N

  	
  Form of U.S. Subsidiary Joinder Agreement

  	
   

  
	
  EXHIBIT O

  	
  Form of Compliance Certificate

  	
   

  



 


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  EXHIBIT P

  	
  Form of Borrowing Base Certificate

  	
   

  
	
  EXHIBIT Q-1

  	
  Form of Assignment and Assumption Agreement

  	
   

  
	
  EXHIBIT Q-2

  	
  Form of Notice of Assignment

  	
   

  
	
  EXHIBIT R

  	
  Form of Incremental Commitment Agreement

  	
   

  
	
  EXHIBIT S

  	
  Form of Bank Assignment Agreement

  	
   

  
	
  EXHIBIT T

  	
  Form of Acknowledgment and Agreement to Intercreditor Agreement

  	
   

  



 


vii





















 


THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 28,
2005, among WILLIAMS SCOTSMAN INTERNATIONAL, INC. (formerly known as Scotsman
Holdings, Inc.), a Delaware corporation (“Holdings”), WILLIAMS SCOTSMAN,
INC., a Maryland corporation (the “Borrower”), the Lenders party hereto
from time to time, BANK OF AMERICA, N.A., as Administrative Agent (in such
capacity, together with its successors in such capacity, the “Administrative
Agent”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as Syndication Agent (in
such capacity, the “Syndication Agent”), CITICORP USA, INC., WELLS FARGO
BANK, N.A. and LEHMAN COMMERCIAL PAPER INC., as Co-Documentation Agents (in
such capacities, each a “Co-Documentation Agent” and, collectively, the
“Co-Documentation Agents”), and BANC OF AMERICA SECURITIES LLC and
DEUTSCHE BANK SECURITIES INC., as Co-Lead Arrangers and Joint Book Runners (in
such capacities, each a “Co-Lead Arranger” and, collectively, the “Co-Lead
Arrangers”).  Capitalized terms used
and not otherwise defined herein have the respective meanings set forth in
Section 1.1 hereof.


 


W  I  T  N
E  S  S  E  T  H :


 


WHEREAS, the Borrower has requested the Lenders to make available to
the Borrower a revolving line of credit for loans and letters of credit in an
original maximum amount of $500,000,000 and a term loan in an amount not to
exceed $150,000,000, which extensions of credit the Borrower will use to
refinance existing indebtedness and for its working capital and general
corporate needs;


 


WHEREAS, the Lenders have agreed to make available to the Borrower the
credit facilities provided for herein upon the terms and conditions set forth
in this Credit Agreement;


 


WHEREAS, the Borrower and Holdings are parties to a certain Credit
Agreement, dated as of March 26, 2002, among the Borrower, Holdings, the
lenders party thereto, Deutsche Bank Trust Company Americas, 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, in connection with the aforesaid credit facilities requested
by the Borrower, 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 date hereof, 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, the Borrower, Holdings and the Lenders desire to amend and
restate the Existing Credit Agreement in its entirety in the manner hereinafter
set forth to provide for the aforesaid credit facilities requested by the Borrower
from the Lenders;


 





















 


NOW, THEREFORE, in consideration of the mutual conditions and
agreements set forth in this Credit Agreement, and for good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto
hereby agree that the Existing Credit Agreement shall be, and hereby is,
amended and restated in its entirety as follows:


 


ARTICLE 1



Definitions


 


1.1           General Definitions; Holding
Company Applicability.  As used
herein, the following terms shall have the meanings herein specified (to be
equally applicable to both the singular and plural forms of the terms defined):


 


Accounts shall mean,
with respect to any Person, all present and future accounts, contract rights
and other rights to payment for goods sold or leased (whether or not delivered)
or for services rendered which are not evidenced by an instrument, whether or
not they have been earned by performance, and any letter of credit, guarantee,
security interest or other security issued or granted to secure payment by an account
debtor including, without limitation, all rentals, lease payments and other
monies earned and to be earned, due and to become due under any Lease.


 


ACH Transactions
shall mean any cash management, disbursement, or related services, including
overdrafts and the automated clearinghouse transfer of funds, by BofA for the
account of any Credit Party.


 


Adjusted Net Book Value Percentage
shall mean 70%, provided that the Adjusted Net Book Value Percentage shall be
subject to adjustment as provided below on each date of the Borrower’s delivery
of an appraisal of the Qualified Credit Parties’ Rental Equipment pursuant to
this Credit Agreement (for the purposes of this definition, each such date, a Delivery
Date).  In the event that on any such
Delivery Date, the product of (x) 85% multiplied by (y) the
Orderly Liquidation Value on such date (for the purposes of this definition,
such product, the Orderly Liquidation Product) is less than the product
of (i) 70% multiplied by (ii) the Net Book Value of all of the
Qualified Credit Parties’ Eligible Rental Equipment on such date, then the
Adjusted Net Book Value Percentage shall be reduced to a percentage such that
if such reduced percentage were multiplied by the Net Book Value of all of the
Qualified Credit Parties’ Eligible Rental Equipment on such date the resultant
product would equal the Orderly Liquidation Product on such date, with the
Adjusted Net Book Value Percentage to remain at such reduced percentage until
the next succeeding Delivery Date at which time it shall return to 70% or be
adjusted to a percentage below 70% in accordance with the provisions
above.  In no event shall the Adjusted
Net Book Value Percentage exceed 70% at any time.  If at the time the Borrower has repaid more
than $75,000,000 in the aggregate of Senior Secured Notes as permitted herein
or at the time of any subsequent permitted repayment of Senior Secured Notes
the Consolidated Leverage Ratio for the four consecutive fiscal quarter period
(taken as one accounting period) of the Borrower most recently ended prior to
the date of such repayment for which Financial Statements were required to be
delivered pursuant to Section 7.1(a) or (b), on a pro  forma
basis giving effect to such repayment (as if such repayment had occurred on the
last day of such four consecutive fiscal quarter period), is greater than
5.25:1.00, then effective on the date of such


 


2





















 


repayment, each reference to
“70%” or “85%” set forth above shall instead be a reference to “65%” and “80%”
respectively (subject to reinstatement to the previous percentages in the event
that the Consolidated Leverage Ratio is less than 5.25:1.00 for any four
consecutive fiscal quarter period (taken as one accounting period) of the Borrower
ending after the fiscal quarter of the Borrower in which such repayment is
made).


 


Administrative Agent
shall mean BofA solely in its capacity as Administrative Agent for the Lenders
hereunder, and shall include any successor thereof as Administrative Agent,
appointed as such pursuant to Section 10.9.


 


Affected Loans shall
have the meaning given to such term in Section 2.5(g).


 


Affiliate shall
mean, with respect to any Person, any other Person which directly or indirectly
controls, is controlled by, or is under common control with, such Person or any
Subsidiary of such Person or any Person who is a director or officer of such
Person or any Subsidiary of such Person. 
For purposes of this definition, “control” shall mean the possession,
directly or indirectly, of the power to (i) vote twenty percent or more of
the securities having ordinary voting power for the election of directors (or
Persons performing similar functions) of such Person or (ii) direct or
cause the direction of management and policies of that Person, whether through
the ownership of voting securities, by contract or otherwise and either alone
or in conjunction with others or any group. 
Neither any Lender nor any Person controlling any Lender or under common
control with such Lender nor any of their respective Subsidiaries shall be
treated as an Affiliate of the Credit Parties or their respective
Subsidiaries.  Notwithstanding the
foregoing, for purposes of determining the Borrowing Base, no portfolio companies
of any of the Equity Investors or of their Affiliates (excluding Holdings and
its Subsidiaries) shall be deemed an Affiliate of the Borrower or any
Subsidiary of the Borrower.


 


Agent shall mean and
include each of the Administrative Agent, the Collateral Agent, the Syndication
Agent and, for the purposes of Section 11.8 and Articles 10 and 12, each
Co-Lead Arranger, and Agents shall mean all of such Persons,
collectively.


 


Agent Advance shall
have the meaning provided in Section 2.3(c).


 


Agent Advance Period
shall have the meaning given to such term in Section 2.3(c).


 


Aggregate Supermajority Lenders
shall mean those Non-Defaulting Lenders which would constitute Required Lenders
under, and as defined in, this Credit Agreement if the percentage “50%”
contained therein were changed to “66-2/3%”. 



 


Alternate Currency
shall mean, with respect to any Letter of Credit, any currency other than
Dollars as may be acceptable to the Administrative Agent and the Issuing Lender
with respect thereto in their sole discretion.


 


Applicable Equity Recapture Percentage
shall mean, at any time, (x) in the case of the Holdings IPO, 0%,
(y) in the case of any other Public Equity Offering by Holdings, 50%, provided
that if at any time the Consolidated Leverage Ratio (as established on the last
day of the respective fiscal quarter or year pursuant to the officer’s
certificate last delivered (or required to


 


3





















 


be delivered) pursuant to
Section 7.1(a) or (b) but after giving effect to repayments of Loans
(but in the case of repayments of Revolving Loans only to the extent the Total
Revolving Credit Commitment was contemporaneously reduced by a corresponding
amount) made after the last day of such fiscal quarter or year and prior to the
respective application of Net Equity Proceeds pursuant to the provisions of
Section 2.5(k)) is equal to or less than 3.00:1.00, then the Applicable
Equity Recapture Percentage for purposes of this clause (y) shall instead
be 25%, provided further, that (i) if the Applicable Equity Recapture
Percentage would otherwise be 50% but after giving effect to the respective
application of Net Equity Proceeds pursuant to Section 2.5(k) in a
percentage less than 50%, the Consolidated Leverage Ratio would be equal to or
less than 3.00:1.00, the Applicable Equity Recapture Percentage for the
purposes of this clause (y) shall instead be 25% or such higher percentage
(not to exceed 50%) as may be necessary to reduce the Consolidated Leverage
Ratio to 3.00:1.00 after giving effect to such application and (ii) notwithstanding
anything to the contrary contained above, at any time that a Default or an
Event of Default is then in existence, the Applicable Equity Recapture
Percentage for the purposes of this clause (y) shall be 50%, and (z) in
the case of any Equity Issuance by the Borrower or any other Domestic
Subsidiary or Canadian Subsidiary of Holdings, 100%.


 


Applicable Lending Office
shall mean, with respect to each Lender, such Lender’s Eurodollar Lending
Office in the case of a Eurodollar Rate Loan and such Lender’s Domestic Lending
Office in the case of a Base Rate Loan.


 


Applicable Margin
shall mean (i) initially a percentage per annum equal to (x) in the case
of Loans maintained as Base Rate Loans, 1.00%, and (y) in the case of
Loans maintained as Eurodollar Rate Loans, 2.50%, and (ii) from and after
October 1, 2005, the percentage per annum set forth below opposite the
respective Level (i.e., Level 1, Level 2 or Level 3, as the case may be) of
Average Excess Availability for the fiscal quarter of the Borrower most
recently ended; provided that the Applicable Margin shall not change
until five (5) Business Days after the end of such fiscal quarter.


 




	
  Level

  	
   

  	
  Average
  Excess

  Availability

  	
   

  	
  Eurodollar
  Rate Loans

  	
   

  	
  Base
  Rate Loans

  	
   

  
	
  Level
  1

  	
   

  	
  Greater
  than $250,000,000

  	
   

  	
  2.25

  	
  %

  	
  0.75

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level
  2

  	
   

  	
  Equal
  to or less than $250,000,000 but greater than $100,000,000

  	
   

  	
  2.50

  	
  %

  	
  1.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level
  3

  	
   

  	
  Equal
  to or less than $100,000,000

  	
   

  	
  2.75

  	
  %

  	
  1.25

  	
  %

  






 


In the event that (i) the Consolidated Leverage Ratio for any period
of four consecutive fiscal quarters of the Borrower (taken as one accounting
period) is less than 5.25:1.00 (such Consolidated Leverage Ratio to be
determined based on the delivery of a certificate signed by a Responsible
Officer of the Borrower to the Administrative Agent (with a copy to be sent by
the Administrative Agent to each Lender), within 45 days of the last day of any
fiscal quarter (or 90 days of the last day of any fiscal year) of the Borrower,
which certificate shall set forth the calculation of the Consolidated Leverage
Ratio as at the last day of the four 


 


4





















 


consecutive fiscal quarter
period of the Borrower then ended), then each of the Applicable Margins set
forth in the table above will be reduced by 0.25% and (ii) the
Consolidated Leverage Ratio for any period of four consecutive fiscal quarters
of the Borrower (taken as one accounting period) is less than 4.50:1.00,
determined as set forth in clause (i) above, then each of the Applicable
Margins set forth in the table above will be reduced by 0.50% (without giving
effect to any reduction based upon clause (i) above), in each case the
reduction shall be for the period commencing on the date five (5) Business Days
after the date of delivery of the certificate of a Responsible Officer of the
Borrower and ending on the date five (5) Business Days after the date on which
the next certificate of a Responsible Officer of the Borrower is delivered to
the Administrative Agent, provided that if no certificate has been delivered to
the Administrative Agent within 45 days after the last day of the most recently
ended fiscal quarter (or 90 days after the last day of any fiscal year) of the
Borrower, the Applicable Margins set forth in the table above (without giving
effect to any reduction based upon this paragraph) shall be applicable until
five (5) Business Days after the date the Borrower delivers a new certificate
to the Administrative Agent indicating a Consolidated Leverage Ratio that is
less than 5.25:1.00 or 4.50:1.00.


 


Notwithstanding anything to the contrary contained above in this
definition, Level 3 Applicable Margins (without giving effect to any
reduction based upon the Consolidated Leverage Ratio) shall apply at all times
during which there shall exist any Event of Default (it being understood that
after all Events of Default have been cured, the applicable Applicable Margin
shall be determined as otherwise provided above in this definition).


 


Applicable Unused Line Fee Percentage
shall mean the percentage per annum set forth below opposite the respective
Level (i.e., Level 1 or Level 2, as the case may be) of Average Revolver Usage
for the calendar month most recently ended (or, for the first payment of the
Unused Line Fee under Section 4.6, for the period commencing on the Initial
Borrowing Date and ending on the last day of the calendar month in which the
Initial Borrowing Date occurred); provided that the Applicable Unused
Line Fee Percentage shall not change until five (5) Business Days after the end
of such calendar month (or shorter period).  



 


	
  Level

  	
   

  	
  Average

  Revolver Usage

  	
   

  	
  Unused
  Line Fee

  	
   

  
	
  Level
  1

  	
   

  	
  Less
  than 50%

  	
   

  	
  0.375

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Level
  2

  	
   

  	
  Equal
  to or greater than 50%

  	
   

  	
  0.250

  	
  %

  



 


Notwithstanding anything to the contrary contained above in this
definition, Level 1 pricing shall apply at all times during which there
shall exist any Default or Event of Default (it being understood that after all
Defaults and Events of Default have been cured, the applicable pricing level
shall be determined as otherwise provided above in this definition).


 


Assignment and Assumption Agreement
shall have the meaning given to such term in Section 11.6(b)(A).


 


Asset Sale shall
mean the sale, transfer or other disposition by Holdings, the Borrower or any
Subsidiary of Holdings or the Borrower to any Person other than the Borrower


 


5





















 


or any Subsidiary Guarantor of
any asset of Holdings, the Borrower or such Subsidiary (other than sales,
transfers or other dispositions in the ordinary course of business of inventory
(including Rental Equipment) and/or obsolete or excess equipment); provided
that, except as otherwise provided in the immediately succeeding proviso, all
sale-leaseback transactions shall be deemed to constitute Asset Sales, provided,
further, any such sales, transfers or other dispositions (whether in one
or a series of such transactions) generating Net Sale Proceeds of less than
$250,000 shall not constitute an Asset Sale for the purposes of this Credit Agreement.


 


Attorney Costs shall
mean and include all reasonable fees, expenses, and disbursements of any law
firm or other counsel engaged by the Administrative Agent, the Collateral Agent
or the Syndication Agent.


 


Auditors shall mean
a nationally-recognized firm of independent public accountants selected by the
Borrower and reasonably satisfactory to the Administrative Agent.  For purposes of this Credit Agreement, the
Borrower’s current firm of independent public accountants, Ernst & Young
LLP, shall be deemed to be satisfactory to the Administrative Agent.


 


Average Excess Availability
shall mean, for any period, an amount equal to (i) the sum of Excess
Availability for each day during such period, divided by (ii) the number of
days in such period.


 


Average Lease Term
shall mean, as of any date, an amount equal to (x) the total number of
months that all Rental Equipment has been on rent as of such date (including
for this purpose the month in which the date recalculation occurs) divided by
(y) the number of all existing Units on rent as of such date.


 


Average Rental Rate
shall mean, at any time, the average monthly rental payment per unit of leased
Rental Equipment.


 


Average Revolver Usage
shall mean, for any period, an amount equal to (i) the quotient of (x) the
sum of the Revolving Outstandings for each day during such period, divided
by (y) the number of days in such period, divided  by
(ii) the quotient of (x) the sum of the Total Revolving Credit Commitments
for each day during such period, divided  by (y) the number
of days in such period, all as determined by the Administrative Agent.


 


Bank Assignment Agreement
shall have the meaning given to such term in the recitals to this Credit
Agreement.


 


Bank Products shall
mean each and any of the following types of services or facilities extended to
any of the Credit Parties by BofA or any Affiliate of BofA or any other Lender
(or any of its Affiliates) reasonably acceptable to the Administrative Agent
(it being agreed by the Administrative Agent that each of the Lenders party to
this Credit Agreement (and their respective Affiliates) on the Effective Date
is reasonably acceptable to the Administrative Agent):  (a) commercial credit cards;
(b) cash management services (including controlled disbursement services,
ACH Transactions, and interstate depository network services), (c) Hedge
Agreements; and (d) foreign exchange; provided that Bank Products
consisting of cash


 


6





















 


management services, including
controlled disbursement services, and ACH Transactions may only be provided to
a Credit Party by BofA or any Affiliate of BofA.


 


Bankruptcy Code
shall have the meaning given to such term in Section 9.1(e).


 


Base Rate shall
mean, for any day, the greater of (a) the rate of interest in effect for
such day as publicly announced from time to time by BofA in Charlotte, North
Carolina as its “prime rate” (the “prime rate” being a rate set by BofA based
upon various factors including BofA’s costs and desired return, general economic
conditions and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above, or below such announced rate) or
(b) the Federal Funds Rate in effect for such day, plus 0.50% per
annum, provided, that, in the Administrative Agent’s sole discretion, such
amount is subject to change at any time without notice to the Borrower (it
being understood and agreed that no change shall be made under this proviso
except as a result of a change in the above “prime rate” or Federal Funds
Rate).  With respect to any determination
of any interest rate which is based on the Base Rate, any change in the prime
rate announced by BofA shall take effect at the opening of business on the day
specified in the public announcement of such change, and any change in the
Federal Funds Rate shall take effect as of the date of such change.


 


Base Rate Loan shall
mean a Loan bearing interest as provided in Section 4.2.


 


Board of Directors
shall mean the Board of Directors of Holdings.


 


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


 


Borrower shall have
the meaning given to such term in the preamble to this Credit Agreement.


 


Borrowing shall mean
an incurrence of Revolving Loans or Term Loans of the same Type from all the
Lenders on the same day (or resulting from Conversion or Continuance on the
same date), having, in the case of Eurodollar Rate Loans, the same Interest
Period.


 


Borrowing Base shall
have the meaning given to such term in Section 2.2(a).


 


Borrowing Base Certificate
shall have the meaning given to such term in Section 7.1(e).


 


Borrowing Base Deficiency
shall mean, at any time, the amount, if any, by which the Revolving
Outstandings at such time exceeds the Borrowing Base at such time.


 


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


 


Business Day shall
mean (a) any day that is not a Saturday, Sunday or a day on which banks in
New York, New York or Charlotte, North Carolina are required or permitted to be
closed and (b) with respect to all notices, determinations, fundings, and
payments in connection with the Eurodollar Rate or Eurodollar Rate Loans, any
day that is a Business Day


 


7





















 


pursuant to clause (a)
preceding and that is also a day on which trading in Dollars is carried on by
and between banks in the London interbank market.


 


Canadian Bank Control Agreement
shall have the meaning provided in Section 2.6(e).


 


Canadian Security Agreement
shall mean and include the security agreement executed by WSC pursuant to
Section 5.1(d)(ii) and each other security agreement from time to time
executed by any Canadian Subsidiary pursuant to Section 7.16 or in
connection with any designation by the Borrower of an additional province of
Canada as a Qualified Canadian Jurisdiction, in each case in the form of
Exhibit F-2 or such other form or forms as Canadian counsel for the Collateral
Agent may suggest with respect to the Canadian Subsidiary to become party, or
the assets subject, thereto or as may otherwise be reasonably acceptable to the
Collateral Agent, and as same may be amended, modified or supplemented from
time to time in accordance with the terms hereof and thereof.


 


Canadian Subsidiaries Guaranty
shall mean and include the guaranty executed by WSC pursuant to
Section 5.1(s)(ii) and each other guaranty from time to time executed by
any other Canadian Subsidiary pursuant to Section 7.16, in each case in
the form of Exhibit J-2 or such other form as Canadian counsel for the Collateral
Agent may suggest with respect to the Canadian Subsidiary party thereto or as
may otherwise be reasonably acceptable to the Collateral Agent, and as same may
be amended, modified or supplemented from time to time in accordance with the
terms hereof and thereof.


 


Canadian Subsidiary
shall mean, as to any Person, any Subsidiary of such Person that is organized
under the laws of Canada or any province thereof.  Unless otherwise qualified, all references to
a “Canadian Subsidiary” or to “Canadian Subsidiaries” in this Credit Agreement
shall refer to a Canadian Subsidiary or Canadian Subsidiaries of Holdings.


 


Canadian Subsidiary Guarantor
shall mean (i) WSC and (ii) each Canadian Subsidiary of Holdings that
executes and delivers a counterpart of the Canadian Subsidiaries Guaranty after
the Effective Date pursuant to the requirements of Section 7.16.


 


CapEx Rollover Amount
shall have the meaning given to such term in Section 8.4(b).


 


Capital Expenditures
shall mean, as applied to any Person for any period, the aggregate of all
expenditures of (whether paid in cash or accrued as liabilities (including
Capitalized Lease Obligations)) such Person and its Subsidiaries during that
period that, in conformity with GAAP, are or are required to be included in
property and equipment or, with respect to Rental Equipment, lease equipment
reflected in the consolidated balance sheet of such Person; provided
that Capital Expenditures shall not include the purchase price paid in
connection with Permitted Acquisitions consummated in accordance with
Section 7.17.


 


Capital Lease, as
applied to any Person, shall mean any lease of any property (whether real,
personal or mixed) by that Person or any of its Subsidiaries as lessee which,
in conformity with GAAP, is accounted for as a capital lease on the
consolidated balance sheet of that Person.


 


8





















 


Capitalized Lease Obligations
shall mean the obligations under Capital Leases of the Borrower and its
Subsidiaries in each case taken at the amount thereof accounted for as
liabilities in accordance with GAAP.


 


Cash Equivalents
shall mean (i) marketable direct obligations issued or unconditionally
guaranteed by the United States Government or issued by any agency thereof and
backed by the full faith and credit of the United States, in each case maturing
within one year from the date of acquisition thereof; (ii) marketable
direct obligations issued by any state of the United States of America or any
political subdivision of any such state or any public instrumentality thereof
maturing within one year from the date of acquisition thereof and, at the time
of acquisition, having the highest rating obtainable from S&P or Moody’s;
(iii) commercial paper maturing not more than one year from the date of creation
thereof and, at the time of acquisition, having the highest rating obtainable
from either S&P’s or Moody’s; (iv) certificates of deposit or bankers’
acceptances maturing within one year from the date of acquisition thereof
issued by any commercial bank organized under the laws of the United States of
America or any state thereof or the District of Columbia that (a) is at
least “adequately capitalized” (as defined in the regulations of its primary
Federal banking regulator) and (b) has Tier 1 capital (as defined in such
regulations) of not less than $500,000,000; (v) repurchase agreements with
respect to, and which are fully secured by a perfected security interest in,
obligations of a type described in clause (i) or clause (ii) above
and are with any commercial bank described in clause (iv) above; and (vi)
shares of any money market mutual fund that (a) has its assets invested
continuously in the types of investments referred to in clauses (i)
through (v) above, (b) has net assets of not less than $500,000,000, and
(c) has the highest rating obtainable from either S&P or Moody’s.


 


Casualty Loss shall
have the meaning given to such term in Section 7.10.


 


CERCLA shall mean
the Comprehensive Environmental Response, Compensa­tion, and Liability Act of
1980, as amended, 42 U.S.C. § 9601 et  seq.


 


Certificate of Title
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 Rental Equipment.


 


Certificated Units
shall mean each Unit that is the subject of a Certificate of Title issued under
the motor vehicle or other applicable statute of any State of the United States
of America.


 


Change of Control
shall mean, at any time and for any reason whatsoever, (a) Holdings shall
cease to own directly 100% on a fully diluted basis of the economic and voting
interest in the Borrower’s capital stock or (b) the Borrower shall cease
to own directly 100% on a fully diluted basis of the economic and voting
interests in the Unit Subsidiary’s equity or (c) the Equity Investors
and/or their respective Affiliates and Permitted Transferees shall cease to own
on a fully diluted basis in the aggregate (x) prior to the consummation of
the Holdings IPO, at least 51% of the economic and voting interest in Holdings’
capital stock and (y) after consummation of the Holdings IPO, at least 25%
of the economic and voting interest in Holdings’ capital stock or
(d) after the consummation of the Holdings IPO, the Equity Investors
and/or their respective Affiliates and Permitted Transferees shall own on a
fully diluted basis in


 


9





















 


the aggregate less than 35% of
the economic and voting interest in Holdings’ capital stock and any Person or
group (within the meaning of the Securities Exchange Act of 1934 and the rules
of the Securities and Exchange Commission thereunder as in effect on the date
hereof) (other than the Equity Investors and their respective Affiliates and
Permitted Transferees) shall own on a fully diluted basis in the aggregate a
percentage of the economic and voting interest in Holdings’ capital stock
greater than the percentage of the economic and voting interest in Holdings’
capital stock owned in the aggregate at such time by the Equity Investors
and/or their respective Affiliates and Permitted Transferees on a fully diluted
basis or (e) Continuing Directors cease to constitute a majority of the
members of the Board of Directors of Holdings or (f) a “change of control”
or similar event shall occur as provided in any Permitted Preferred Stock (or
the certificates of designation therefor), the Senior Secured Notes Documents,
the Senior Unsecured Notes Documents or any agreement, document or instrument
governing Indebtedness permitted under Section 8.3(n).


 


Code shall mean the
Internal Revenue Code of 1986, as amended from time to time, and the
regulations promulgated and rulings issued thereunder.  Section references to the Code are to the Code,
as in effect at the date of this Credit Agreement and any subsequent provisions
of the Code, amendatory thereof, supplemental thereto or substituted therefor.


 


Co-Documentation Agent
shall have the meaning given to such term in the preamble to this Credit
Agreement.


 


Co-Lead Arranger
shall have the meaning given to such term in the preamble to this Credit
Agreement.


 


Collateral shall
mean all of the Collateral as defined in the Collateral Documents.


 


Collateral Access Agreements
shall have the meaning given to such term in Section 5.1(e).


 


Collateral Agent
shall mean, collectively, BofA acting as collateral agent pursuant to the
Collateral Documents, any Affiliate of BofA acting as a sub-collateral agent or
a separate collateral agent pursuant to any of the Collateral Documents and
DBTCA or any Affiliate thereof (including BTCC) acting as a sub-collateral
agent or a separate collateral agent pursuant to any of the Collateral
Documents, including with respect to all or any portion of the Certificated
Units and, in connection therewith, being the Person whose security interest in
such Certificated Units may be noted (in lieu of BofA) from time to time on
certificates of title issued with respect to such Certificated Units.


 


Collateral Documents
shall mean each Mortgage, each Security Agreement, the U.S. Pledge Agreement,
the Concentration Account Agreement, the Collection Bank Agreements, the
Custodian Agreement and all other contracts, instruments and other documents
now or hereafter executed and delivered in connection with this Credit
Agreement or the Existing Credit Agreement, pursuant to which liens and
security interests are granted to the Collateral Agent in the Collateral for
the benefit of the Lenders and any other Secured Creditors.


 


10





















 


Collection Account
shall mean the account established at a Collection Bank pursuant to the
Collection Bank Agreement, into which funds shall be transferred pursuant to
Section 2.6.


 


Collection Bank
shall have the meaning given to such term in Section 2.6(b)(i).


 


Collection Bank Agreement
shall have the meaning given to such term in Section 2.6(b)(i).


 


Collective Bargaining Agreements
shall have the meaning given to such term in Section 5.1(m).


 


Commitment of a
Lender shall mean its Revolving Credit Commitment (if any) and its Incremental
Revolving Credit Commitment (if any), as in effect from time to time pursuant
to the terms of this Credit Agreement.


 


Concentration Account
shall have the meaning given to such term in Section 2.6(c).


 


Concentration Account Agreement
shall have the meaning given to such term in Section 2.6(c).


 


Consolidated Debt
shall mean, at any time, all Indebtedness of the Borrower and its Subsidiaries
(i) for borrowed money or (ii) with respect to Capitalized Lease
Obligations, in each case determined on a consolidated basis.


 


Consolidated EBITDA
shall mean, in any fiscal period, Consolidated Net Income (other than
extraordinary items of the Borrower and its Subsidiaries for such period but
including any Inventory or Rental Equipment adjustments) for such period,
(i) plus the amount of all Consolidated Interest Expense, federal, state
and local income or franchise tax expense (in each case to the extent such tax
expense is included in the Borrower’s Financial Statements as income tax
expense), depreciation and amortization, including amortization or write off of
any goodwill or other intangibles, for such period, (ii) less gains and
plus losses attributable to any fixed asset sales (other than Inventory and
Rental Equipment) for such period, (iii) plus the amortization or
write-off of deferred or capitalized debt issuance costs for such period,
(iv) plus or minus (as the case may be) any other non-cash items (other
than any write-off, write-down or reserve established by the Borrower against
Accounts, Inventory and/or Rental Equipment) and (v) plus financing fees,
tender premiums, call premiums and other non-recurring expenses in connection
with (w) this Credit Agreement to the extent payable on the Effective Date
or with respect to obtaining Incremental Revolving Credit Commitments,
(x) the Holdings IPO, (y) the issuance of Indebtedness permitted pursuant
to Section 8.3(n), and (z) the tender for or repurchase of the Senior
Secured Notes and the Senior Unsecured Notes, all determined in accordance with
GAAP, without duplication and only to the extent added or deducted (as the case
may be) in calculating Consolidated Net Income for the respective period.


 


Consolidated Interest Coverage Ratio
shall mean, for any fiscal period, the ratio of (x) Consolidated EBITDA to
(y) Consolidated Interest Expense, in each case for such fiscal period.


 


11





















 


Consolidated Interest Expense
shall mean, for any fiscal period, the aggregate consolidated interest accrued
and/or paid by the Borrower and its Subsidiaries in respect of Indebtedness
determined on a consolidated basis in accordance with GAAP during such fiscal
period, including, without limitation, amortization of original issue discount
on any Indebtedness and of all fees payable in connection with the incurrence
of such Indebtedness (to the extent included in interest expense), the interest
portion of any deferred payment obligation, the interest component of any
Capitalized Lease Obligations, net cash costs under any Hedge Agreements, all
capitalized interest and interest paid by the Borrower or its Subsidiaries on
debt guaranteed by the Borrower or its Subsidiaries; provided that
Consolidated Interest Expense shall not include (i) amortization or
write-off of deferred or capitalized debt issuance costs or (ii) any
financing fees, tender premiums, call premiums and other non-recurring expenses
in connection with (w) this Credit Agreement to the extent payable on the
Effective Date or with respect to obtaining Incremental Revolving Credit
Commitments, (x) the Holdings IPO, (y) the issuance of Indebtedness
permitted pursuant to Section 8.3(n) and (z) the tender for or repurchase
of the Senior Secured Notes and the Senior Unsecured Notes.


 


Consolidated Leverage Ratio
shall mean, for any fiscal period, the ratio of Consolidated Debt on the last
day of such fiscal period to Consolidated EBITDA for such fiscal period; provided
that for the purposes of calculating the Consolidated Leverage Ratio only,
Consolidated EBITDA for any such period shall be increased (or decreased) on a pro
forma basis by Consolidated EBITDA attributable to each Significant
Acquisition (or each Significant Divestiture), in each case consummated during
such period in accordance with the terms hereof, so long as (in the case of any
such increase) the amount of any such increase is the actual Consolidated
EBITDA earned by the Person (or directly attributable to the business, product
line or assets) acquired pursuant to the respective Significant Acquisition and
such actual Consolidated EBITDA is set forth in reasonable detail and with
reasonable supporting documentation in a written certificate that is executed
by a Responsible Officer of the Borrower and is delivered, and is satisfactory,
to the Administrative Agent.


 


Consolidated Net Income
shall mean, for any fiscal period, the consolidated net income of the Borrower
and its Subsidiaries for such fiscal period as determined in accordance with
GAAP.


 


Contingent Obligations
shall mean as to any Person, without duplication, any obligation of such Person
guaranteeing or intended to guarantee any Indebtedness, leases, dividends or
other obligations (“primary obligations”) of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, including, without
limitation, any obligation of such Person, whether or not contingent,
(a) to purchase any such primary obligation or any property constituting
direct or indirect security therefor, (b) to advance or supply funds
(i) for the purchase or payment of any such primary obligation or
(ii) to maintain working capital or equity capital of the primary obligor
or otherwise to maintain the net worth or solvency of the primary obligor,
(c) to purchase property, securities or services primarily for the purpose
of assuring the owner of any such primary obligation of the ability of the
primary obligor to make payment of such primary obligation or
(d) otherwise to assure or hold harmless the owner of such primary obligation
against loss in respect thereof; provided, however, that the term
Contingent Obligations shall not include (x) endorsements of instruments
for deposit or collection in the ordinary course of business or
(y) guarantees made by a Person (other than the


 


12





















 


Unit Subsidiary) of the
obligations of the Borrower or a Wholly-Owned Subsidiary of such Person which
do not constitute Indebtedness of the Borrower or such Wholly-Owned Subsidiary
and are incurred in the ordinary course of business of the Borrower or such
Wholly-Owned Subsidiary.  The amount of
any Contingent Obligation shall be deemed to be an amount equal to the stated
or determinable amount of the primary obligation in respect of which such Contingent
Obligation is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof (assuming such Person is required to
perform thereunder) as determined by such Person in good faith.


 


Continue, Continuation
and Continuance each shall refer to a continuation of Loans pursuant to
Section 4.3, provided that none of such terms shall be deemed to
constitute the making of a Loan for purposes of this Credit Agreement.


 


Continuing Directors
shall mean the directors of Holdings on the Effective Date and each other
director if such director’s election or nomination for the election to the
Board of Directors is recommended by a majority of the then Continuing
Directors.


 


Convert, Conversion
and Converted each shall refer to a conversion of Loans of one Type into
Loans of another Type pursuant to Section 4.3, provided that each
such term shall not constitute the making of a Loan for purposes of this Credit
Agreement.


 


Credit Agreement
shall mean this Credit Agreement, as the same may be modified, amended,
extended, restated, amended and restated or supplemented from time to time.


 


Credit Agreement Parties
shall mean Holdings and the Borrower.


 


Credit Documents
shall mean, collectively, this Credit Agreement, the Notes, the Fee Letter,
each of the Collateral Documents, each Guaranty, each U.S. Subsidiary Joinder
Agreement, each Incremental Commitment Agreement and all other documents and
agreements now or hereafter executed and delivered by a Credit Party in
connection herewith or therewith, as the same may be modified, amended,
extended, restated or supplemented from time to time.


 


Credit Event shall
mean the making of a Loan or the issuance of a Letter of Credit.


 


Credit Party shall
mean each of Holdings, the Borrower and the Subsidiary Guarantors,
individually, and Credit Parties shall mean two or more of such Persons,
collectively.


 


Custodian Agreement
shall have the meaning given to such term in Section 5.1(v).


 


Cypress Group shall
mean the Cypress Group L.L.C., Cypress Merchant Banking Partners L.P. and
Cypress Offshore Partners L.P. or any new partnership created to co-invest with
Cypress Group L.L.C., Cypress Merchant Banking Partners L.P. or Cypress
Offshore Partners L.P.; provided that Persons which had a majority of
the equity interests in or otherwise controlled Cypress Group L.L.C., Cypress
Merchant Banking Partners L.P. and/or Cypress


 


13





















 


Offshore Partners L.P. on the
Effective Date or any of their Permitted Transferees either (x) hold a
majority of the equity interests of such new partnership or (y) control
such new partnership.


 


DBTCA shall mean
Deutsche Bank Trust Company Americas (and shall include any successor thereto).


 


Default shall mean
an event, condition or circumstance which with the giving of notice, the
passage of time or both would be (if not cured, waived or otherwise remedied
during such time) an Event of Default.


 


Defaulting Lender
shall have the meaning given to such term in Section 2.4(c).


 


Disbursement Account
shall have the meaning given to such term in Section 2.3(b).


 


Dividend shall have
the meaning given to such term in Section 8.6.


 


Dollar Equivalent of
an amount denominated in an Alternate Currency shall mean, at any time for the
determination thereof, the amount of Dollars which could be purchased with the
amount of the Alternate Currency involved in such computation at the spot
exchange rate therefor as quoted by the Administrative Agent as of 11:00 a.m.
(New York time) on the date two Business Days prior to the date of any
determination thereof for purchase on such date, provided that the
Dollar Equivalent of any unpaid drawing under a Letter of Credit expressed in
an Alternate Currency shall be determined at the time the drawing under the
related Letter of Credit was paid or disbursed by the Issuing Lender, provided
further, that for purposes of (x) determining compliance with
Sections 2.2(a), 2.5(d) and 3.1(a) and (y) calculating Fees pursuant
to Section 4.7, the Dollar Equivalent of any amounts denominated in an
Alternate Currency shall be revalued on a monthly basis using the spot exchange
rates therefor as shown in The Wall Street Journal (or, if same does not
provide such exchange rates, on such other basis as is satisfactory to the
Administrative Agent) on the last Business Day of each calendar month, provided,
however, that at any time during a calendar month, if the Revolving
Outstandings (for the purposes of the determination thereof, using the Dollar
Equivalent as recalculated based on the spot exchange rate therefor as shown in
The Wall Street Journal (or, if same does not provide such exchange rates,
on such other basis as is satisfactory to the Administrative Agent) on the
respective date of determination pursuant to this exception) would exceed 85%
of the Total Revolving Credit Commitment, then at the discretion of the
Administrative Agent or at the request of the Required Lenders, the Dollar
Equivalent shall be reset based upon the spot exchange rates on such date as
shown in The Wall Street Journal (or, if same does not provide such
exchange rates, on such other basis as is satisfactory to the Administrative
Agent), which rates shall remain in effect until the first Business Day of the
then immediately succeeding calendar month or such earlier date, if any, as the
rate is reset pursuant to this proviso. 
Notwithstanding anything to the contrary contained in this definition,
at any time that a Default or an Event of Default then exists, the Administrative
Agent may revalue the Dollar Equivalent of any amounts outstanding under any
Letters of Credit in an Alternate Currency in its sole discretion.


 


14





















 


Dollar(s) and the
sign $ shall each mean freely transferable lawful money of the United
States.


 


Domestic Lending Office
shall mean, with respect to any Lender, the office of such Lender specified as
its “Domestic Lending Office” opposite its name on Schedule I, as such annex
may be amended from time to time.


 


Domestic Subsidiary
shall mean, as to any Person, any Subsidiary of such Person that is
incorporated, organized or formed under the laws of the U.S., any State
thereof, the United States Virgin Islands or Puerto Rico.  Unless otherwise qualified, all references to
a “Domestic Subsidiary” or to “Domestic Subsidiaries” in this Credit Agreement
shall refer to a Domestic Subsidiary or Domestic Subsidiaries of Holdings.


 


Effective Date shall
have the meaning provided in Section 11.14.


 


Eligible Accounts Receivable
shall mean, as at any date, the aggregate of all Accounts of the Qualified
Credit Parties then due and payable in U.S. Dollars or Canadian Dollars and not
deemed by the Administrative Agent in its Permitted Discretion (after at least
two Business Days’ prior notice to Borrower by Administrative Agent) to be
ineligible for inclusion in the calculation of the Borrowing Base.  In determining the amount to be so included,
(x) the face amount of such Accounts shall be reduced, without
duplication, by the amount of all returns, discounts, deferred revenue,
progress billings, claims, contras, credits, charges, chargebacks, rebates or
other allowances, amounts unearned and unapplied cash (in each case whether
such reductions are attributable to one or more Accounts) and (but without
duplication of any of the foregoing) by the aggregate amount of all reserves,
limits and deductions provided for in this definition and elsewhere in this
Credit Agreement and (y) the amount of Accounts included shall in no event
exceed the book value thereof as determined in a manner consistent with the
Borrower’s Financial Statements.  Unless
otherwise approved in writing by the Administrative Agent, no Account shall be
deemed to be an Eligible Account Receivable if:


 


(a)           it arises out of a
sale or Lease for which no invoice has been provided to the account debtor; or


 


(b)           it arises out of a
sale or Lease made to an Affiliate; or


 


(c)           the Account is
unpaid on the date which is (i) 90 days after the date on which the
original invoice provides that such payment is due or (ii) 120 days after
the date of the original invoice; or


 


(d)           the Account (other
than Accounts having an aggregate fair market value not exceeding $5,000,000 at
any time) provides for payment more than 91 days after the date of the original
invoice; or


 


(e)           it is from the same
account debtor (or any Subsidiary or parent company thereof) and 50% or more,
in face amount, of all Accounts from such account debtor (or any Subsidiary or
parent company thereof) are ineligible pursuant to (c) above; or


 


15





















 


(f)            the Account, when
aggregated with all other Accounts of such account debtor (and any Subsidiary
or parent company thereof), exceeds 15% in face value of all Accounts of the
Borrower and its Subsidiaries whose Accounts are included in the Borrowing Base
then outstanding, to the extent of such excess; provided, however,
that Accounts supported or secured by insurance acceptable to the
Administrative Agent or by an irrevocable letter of credit in form and
substance satisfactory to the Administrative Agent, issued by a financial
institution satisfactory to the Administrative Agent, and duly pledged to the
Collateral Agent (together with sufficient documentation to permit direct draws
by the Collateral Agent) shall be excluded from this clause (f); or


 


(g)           (i) the account
debtor is also a creditor of the Borrower or any of its Subsidiaries (other
than account debtors which have provided to the Administrative Agent a
“no-offset” letter in form and substance satisfactory to the Administrative
Agent), (ii) the account debtor has disputed its liability on, or the
account debtor has made any claim with respect to, such Account or any other
Account due from such account debtor to the Borrower or any of its
Subsidiaries, which has not been resolved or (iii) the Account otherwise
is or may become subject to any right of setoff by the account debtor; or


 


(h)           the account debtor
has commenced a voluntary case under the federal bankruptcy laws or any foreign
bankruptcy or insolvency laws, as now constituted or hereafter amended, or made
an assignment for the benefit of creditors, or if a decree or order for relief
has been entered by a court having jurisdiction over the account debtor in an
involuntary case under the federal bankruptcy laws or any foreign bankruptcy or
insolvency laws, as now constituted or hereafter amended, or if any other
petition or other application for relief under the federal bankruptcy laws or
any foreign bankruptcy or insolvency laws has been filed by or against the
account debtor, or if the account debtor has filed a certificate of dissolution
under applicable state or foreign law or shall be liquidated, dissolved or
wound up, or shall authorize or commence any action or proceeding for
dissolution, winding-up or liquidation, or if the account debtor has failed,
suspended business, declared itself to be insolvent, is generally not paying
its debts as they become due or has consented to or suffered a receiver,
trustee, liquidator or custodian to be appointed for it or for all or a
significant portion of its assets or affairs, unless (i) the payment of
Accounts from such account debtor is secured in a manner satisfactory to the
Administrative Agent, (ii) with respect to a voluntary or involuntary
bankruptcy or similar proceeding, the court presiding over such proceeding has
authorized such account debtor to pay such Account to the Borrower or
(iii) if the Account from such account debtor arises subsequent to a
decree or order for relief with respect to such account debtor under the
federal bankruptcy laws or any foreign bankruptcy or insolvency laws, as now or
hereafter in effect, the Administrative Agent shall have determined that the
timely payment and collection of such Account will not be impaired; or


 


(i)            the sale or Lease
is to an account debtor outside of the United States and Canada, unless the
Account is supported by insurance acceptable to the Administrative Agent or the
account debtor thereon has supplied the Borrower with an irrevocable letter of
credit in form and substance satisfactory to the Administrative Agent, issued
by a


 


16





















 


financial institution satisfactory to the Administrative Agent and
which has been duly pledged to the Collateral Agent (together with sufficient
documentation to permit direct draws by the Collateral Agent); or


 


(j)            with respect to
Accounts arising from a sale, the sale to the account debtor is on a bill-and-hold,
guaranteed sale, sale-and-return, sale on approval or consignment basis or made
pursuant to any other written agreement providing for repurchase or return
(other than pursuant to ordinary course of business warranties); or


 


(k)           the Administrative
Agent determines in its Permitted Discretion that such Account may not be paid
by reason of the account debtor’s financial inability to pay; or


 


(l)            the account debtor
is (I) the United States of America or any department, agency or
instrumentality thereof or (II) Canada or any department, agency or
instrumentality thereof, except (i) in the case of preceding
clause (I), (A) to the extent that the amount of such Account,
together with the amount of all such other Accounts of the Qualified Credit
Parties, does not exceed in the aggregate 15% in face value of all Accounts of
the Borrower and its Subsidiaries whose Accounts are included in the Borrowing
Base then outstanding or (B) if the Borrower duly assigns its rights to
payment of such Account to the Collateral Agent pursuant to the Assignment of
Claims Act of 1940, as amended (31 U.S.C. § 3727 et  seq.)
and (ii) in the case of preceding clause (II), if the respective
Canadian Subsidiary duly assigns its rights in respect of any Crown Debts (as
that term is defined in the Financial Administration Act (Canada)) to which
Part VII of the Financial Administration Act (Canada) applies in accordance
with applicable provisions of such Act; or


 


(m)          the act of the Rental
Equipment being leased and put in service giving rise to such Account has not
occurred or the services giving rise to such Account otherwise have not been
performed by the applicable Qualified Credit Party and accepted by the account
debtor or, with respect to an Account arising from a sale, the Account does not
represent a final sale; or


 


(n)           the Account does not
comply in all material respects with all applicable legal requirements;


 


(o)           the Collateral Agent
does not have a valid and perfected first priority security interest in or Lien
on such Account or the Account does not otherwise conform in all material
respects to the representations and warranties contained in this Credit
Agreement or any of the other Credit Documents; or


 


(p)           the Account arises
out of the sale or lease of Rental Equipment that is the subject of a Surety
Bond or is otherwise covered by a Surety Bond or securing any obligations under
a Surety Bond.


 


Eligible Rental Equipment
shall mean all Rental Equipment of the Qualified Credit Parties held for sale
or lease or leased by the respective Qualified Credit Party as lessor in the
ordinary course of business and not deemed by the Administrative Agent acting
in its Permitted Discretion (after at least two Business Days’ prior notice to
Borrower by


 


17





















 


Administrative Agent) to be
ineligible for inclusion in the calculation of the Borrowing Base.  In any event, Eligible Rental Equipment shall
account for reserves for Rental Equipment that is unrentable.  In determining the amount to be so included,
such Rental Equipment shall be valued on a net book value basis consistent with
the Borrower’s consolidated month-end balance sheet, less any reserves
otherwise required by the Administrative Agent pursuant to Section 2.2(b),
and less any Rental Equipment that the Administrative Agent determines
to be ineligible pursuant to Section 2.2(b).  Unless otherwise approved in writing by the
Administrative Agent, no Rental Equipment shall be deemed Eligible Rental
Equipment if:


 


(a)           the Rental Equipment
is not owned solely by a Qualified Credit Party or with respect to which the
respective Qualified Credit Party does not have good, valid and marketable
title, or is held by a third party for sale on a bill-and-hold, guaranteed
sale, sale-and-return, sale on approval or consignment basis; or


 


(b)           the Rental Equipment
(other than Rental Equipment being leased or returned by a customer) is not
stored on property that is either (i) owned or leased by a Qualified
Credit Party or (ii) owned or leased by a warehouseman that has contracted
with a Qualified Credit Party to store Rental Equipment on such warehouseman’s
property, provided that, except as otherwise agreed to by the Collateral
Agent for purposes of determining Eligible Rental Equipment, with respect to
Rental Equipment stored on property leased by a Qualified Credit Party, the
Borrower shall have delivered in favor of the Collateral Agent a Collateral
Access Agreement executed by the lessor of such property, and, with respect to
Rental Equipment stored on property owned or leased by a warehouseman, the
Borrower shall have delivered to the Collateral Agent a Collateral Access
Agreement executed by such warehouseman; or


 


(c)           the Rental Equipment
is not subject to a perfected first priority Lien in favor of the Collateral
Agent except (i) with respect to Rental Equipment constituting Non-Certificated
Units, all such Non-Certificated Units with respect to which all applicable UCC
and PPSA filings and registrations have been made as required by the Credit
Documents and (ii) with respect to Eligible Rental Equipment stored at
sites described in clause (b) above, for Liens for normal and customary
warehouseman charges and landlords’ Liens, in each instance, that constitute
Permitted Liens, provided that the value of any Rental Equipment shall
be reduced by the amount of any obligations secured by any such Permitted Liens
which are prior to the Lien in favor of the Collateral Agent; or


 


(d)           the Rental Equipment
is not located in the United States or a Qualified Canadian Jurisdiction unless
arrangements for the granting and perfection of a security interest in such
Rental Equipment have been made in a manner acceptable to the Administrative
Agent in its discretion; or


 


(e)           the Rental Equipment
does not conform in all material respects to the representations and warranties
contained in the Credit Agreement or any of the other Credit Documents; or


 


18





















 


(f)            whether or not
located on property owned or leased by the Borrower or any other Qualified
Credit Party, it is not segregated or otherwise separately identifiable from
goods of others, if any, stored on the same premises as such Rental Equipment;
or


 


(g)           the Rental Equipment
(other than storage containers) is owned by a Qualified Credit Party other than
the Unit Subsidiary, in each case unless (x) the respective Rental
Equipment constitutes Qualified Certificated Units owned by the Borrower or a
Wholly-Owned Subsidiary of the Borrower which is a U.S. Subsidiary Guarantor,
and in each case with respect to which all actions required to be taken
pursuant to Section 7.18 have in fact been taken or (y) the Rental
Equipment is located in a Qualified Canadian Jurisdiction and is owned by a
Wholly-Owned Canadian Subsidiary of the Borrower which is a Canadian Subsidiary
Guarantor; or


 


(h)           the Rental Equipment
is subject to Sales-Type Leases or leased by the Borrower or a Subsidiary
thereof as lessor pursuant to a Lease which contains a bargain purchase option;
or


 


(i)            the Rental
Equipment has been or reasonably should be classified by the Borrower or its
Subsidiaries as unrentable.


 


Eligible Transferee
shall mean and include (i) a commercial bank, (ii) a financial
institution, (iii) with respect to any Lender, a fund which invests in
bank loans of the types made pursuant to this Credit Agreement as to which such
Lender (or an Affiliate of such Lender) acts as an investment advisor or
(iv) any other “accredited investor” (as defined in SEC
Regulation D).


 


Employment Agreements
shall have the meaning given to such term in Section 5.1(m).


 


Environmental Claims
shall mean any and all administrative, regulatory or judicial actions, suits,
demands, demand letters, claims, liens, notices of noncompliance or violation,
investigations (other than internal reports prepared by the Borrower or any of
its Subsidiaries solely in the ordinary course of such Person’s business or as
required in connection with a financing transaction and not in response to any
third party action or request of any kind) or proceedings relating in any way
to any Environmental Law or any permit issued, or any approval given, under any
such Environmental Law (hereafter, “Claims”), including, without
limitation, (a) any and all Claims by governmental or regulatory
authorities for enforcement, cleanup, removal, response, remedial or other
actions or damages pursuant to any applicable Environmental Law, and
(b) any and all Claims by any third party seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief resulting
from Hazardous Materials arising from alleged injury or threat of injury to
health, safety or the environment.


 


Environmental Law
shall mean any applicable Federal, state, foreign or local statute, law, rule,
regulation, ordinance, code, guide, policy and rule of common law now or
hereafter in effect and in each case as amended, and any judicial or
administrative interpretation thereof, including any judicial or administrative
order, consent decree or judgment, relating to


 


19





















 


the environment, health, safety
or Hazardous Materials, including, without limitation, CERCLA; RCRA; the
Federal Water Pollution Control Act, 33 U.S.C. § 1251 et  seq.;
the Toxic Substances Control Act, 15 U.S.C. § 2601 et  seq.;
the Clean Air Act, 42 U.S.C. § 7401 et  seq.; the Safe
Drinking Water Act, 42 U.S.C. § 300F et  seq.; the Oil
Pollution Act of 1990, 33 U.S.C § 2701 et  seq.; the
Occupational Safety and Health Act, 29 U.S.C. § 651 et  seq.; and
any applicable state and local or foreign counterparts or equivalents.


 


Equity Investors
shall mean Cypress Group, K-S Investor Group and Odyssey Investor Group.


 


Equity Issuance
shall mean, with respect to any Person, any issuance of equity (common,
preferred or otherwise) by such Person, the receipt of any capital contribution
by such Person, or any issuance of options, warrants or rights to purchase
equity of such Person; provided that the receipt of a capital contribution by
any Subsidiary of Holdings from Holdings or another Subsidiary thereof (and the
related issuance of equity by the respective Subsidiary receiving such capital
contribution) shall not constitute an Equity Issuance for purposes of this
Credit Agreement.


 


ERISA shall mean the
Employee Retirement Income Security Act of 1974, as amended from time to time,
and the regulations promulgated and rulings issued thereunder.  Section references to ERISA are to ERISA, as
in effect at the date of this Credit Agreement and any subsequent provisions of
ERISA, amendatory thereof, supplemental thereto or substituted therefor.


 


ERISA Affiliate
shall mean each person (as defined in Section 3(9) of ERISA) which
together with the Borrower or a Subsidiary of the Borrower would be deemed to
be a “single employer” (i) within the meaning of Section 414(b), (c),
(m) or (o) of the Code or (ii) as a result of the Borrower or a Subsidiary
of the Borrower being or having been a general partner of such person.


 


Eurodollar Lending Office
shall mean, with respect to any Lender, the office of such Lender specified as
its “Eurodollar Lending Office” opposite its name on Schedule I, as such annex
may be amended from time to time (or, if no such office is specified, its
Domestic Lending Office), or such other office or Affiliate of such Lender as
such Lender may from time to time specify to the Borrower and the Administrative
Agent.


 


Eurodollar Rate
shall mean, for any Interest Period, with respect to Eurodollar Rate Loans, the
rate of interest per annum determined pursuant to the following formula:


 




	
  Eurodollar Rate =

  	
  Offshore Base Rate

  
	
   

  	
  1.00 - Eurodollar Reserve Percentage

  






Where,


 


Eurodollar Reserve Percentage
means, for any day during any Interest Period, the reserve percentage
(expressed as a decimal, rounded upward to the next 1/8th of 1.00%) in effect
on such day applicable to member banks under regulations issued from time to
time by the Federal Reserve Board for determining the maximum reserve
requirement (including any emergency, supplemental, or other marginal


 


20





















 


reserve requirement) with respect to Eurocurrency funding (currently
referred to as “Eurocurrency liabilities”). 
The Eurodollar Rate for each outstanding Eurodollar Rate Loan shall be
adjusted automatically as of the effective date of any change in the Eurodollar
Reserve Percentage.


 


Offshore Base Rate
means the rate per annum appearing on Telerate Page 3750 (or any successor
page) as the London interbank offered rate for deposits in Dollars at
approximately 11:00 a.m. (London time) two Business Days prior to the
first day of such Interest Period for a term comparable to such Interest
Period.  If for any reason such rate is
not available, the Offshore Base Rate shall be, for any Interest Period, the
rate per annum appearing on Reuters Screen LIBO Page as the London interbank
offered rate for deposits in Dollars at approximately 11:00 a.m. (London
time) two Business Days prior to the first day of such Interest Period for
a term comparable to such Interest Period; provided, however, if
more than one rate is specified on Reuters Screen LIBO Page, the applicable
rate shall be the arithmetic mean of all such rates.  If for any reason none of the foregoing rates
is available, the Offshore Base Rate shall be, for any Interest Period, the
rate per annum determined by the Administrative Agent as the rate of interest
at which Dollar deposits in the approximate amount of the Eurodollar Rate Loan
comprising part of such Borrowing would be offered by BofA’s London Branch to
major banks in the offshore Dollar market at their request at or about 11:00
a.m. (London time) two Business Days prior to the first day of such
Interest Period for a term comparable to such Interest Period.


 


Eurodollar Rate Loan
shall mean a Loan bearing interest as provided in Section 4.1.


 


Event of Default
shall have the meaning given to such term in Section 9.1.


 


Excess Availability
shall mean, at any time, the amount (if any) by which (i) the least of
(x) the Net Total Revolving Credit Commitments at such time, (y) the
Borrowing Base at such time and (z) the maximum amount of Revolving
Outstandings that are permitted to be outstanding at such time pursuant to the
Senior Secured Notes Indenture and the Senior Unsecured Notes Indenture exceeds
(ii) the Revolving Outstandings at such time.


 


Existing Credit Agreement
shall have the meaning given to such term in the recitals of this Credit
Agreement.


 


Existing Indebtedness
shall mean Indebtedness of Holdings, the Borrower and their respective
Subsidiaries outstanding prior to, and to remain outstanding on and after, the
Effective Date, and set forth on Schedule III, without giving effect to
extensions or renewals thereto, except as expressly provided therein.


 


Existing Indebtedness Agreements
shall have the meaning given to such term in Section 5.1(m).


 


Existing Letters of Credit
shall have the meaning given to such term in Section 3.1.


 


21





















 


Existing Liens shall
have the meaning given to such term in Section 8.2(d).


 


Existing Non-Canadian Foreign Subsidiary
shall mean each of Williams Scotsman Mexico, S. de R.L. de C.V., Williams
Scotsman Europe, S.L. and WS Servicios de Mexico S. de R.L. de C.V.


 


Expenses shall mean
all present and future expenses paid or incurred by or on behalf of the
Administrative Agent or any of its Affiliates or the Collateral Agent or any of
its Affiliates in connection with this Credit Agreement, any other Credit
Document or otherwise in its or their capacity as the Administrative Agent
under this Credit Agreement or as the Collateral Agent under any of the
Collateral Documents or as Issuing Lender or as Co-Lead Arranger (including
without limitation, all costs related to the syndication efforts with respect
to this Credit Agreement), whether incurred heretofore or hereafter, which
expenses shall include, without being limited to, the cost of record searches,
all Attorney Costs, all costs and expenses incurred by the Administrative Agent
(and the Collateral Agent) in opening bank accounts, depositing checks,
electronically or otherwise receiving and transferring funds, and any charges
imposed on the Administrative Agent due to insufficient funds of deposited
checks and the standard fee of the Administrative Agent (and the Collateral
Agent) relating thereto, costs of inspections and verifications of the
Collateral and other due diligence, including travel, lodging, and meals for
field examinations and inspections of the Collateral and the Credit Parties’
operations by the Administrative Agent or the Collateral Agent, plus such
Agent’s then customary charge for field examinations and audits and the preparation
of reports thereof (such charge for each Agent is currently $850 per day (or
portion thereof) for each Person retained or employed by such Agent with
respect to each field examination or audit) performed or prepared at any time,
reasonable fees and expenses of accountants, appraisers or other consultants,
experts or advisors employed or retained by the Administrative Agent (and the
Collateral Agent), out of pocket syndication fees and expenses, fees and taxes
relative to the filing of financing statements, costs of preparing and
recording any other Collateral Documents, all expenses, costs and fees set
forth in Article 4 of this Credit Agreement, all other fees and expenses
required to be paid pursuant to the Fee Letter, all costs to preserve and protect
Collateral and to enforce rights and remedies under the Credit Documents
(including realizing on Collateral and collecting Obligations) and all fees and
expenses incurred in connection with releasing Collateral and the amendment or
termination of any of the Credit Documents.


 


Facing Fee shall
have the meaning given to such term in Section 4.7(a).


 


Federal Funds Rate
shall mean, for any day, the rate per annum (rounded upwards, if necessary, to
the nearest 1/8th of 1.00%) equal to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, as published by the Federal
Reserve Bank of New York on the Business Day next succeeding such day; provided
that (a) if such day is not a Business Day, the Federal Funds Rate for
such day shall be such rate on such transactions on the next preceding Business
Day as so published on the next succeeding Business Day and (b) if no such
rate is so published on such next succeeding Business Day, the Federal Funds
Rate for such day shall be the average rate charged to BofA on such day on such
transactions as determined by BofA.


 


22





















 


Federal Reserve Board
shall mean the Board of Governors of the Federal Reserve System or any
successor thereto.


 


Fee Letter shall
mean that certain letter dated May 16, 2005 among BofA, DBTCA, the Co-Lead
Arrangers and the Borrower, providing for the payment of certain fees in
connection with this Credit Agreement.


 


Fees shall mean,
collectively, the Unused Line Fee, the Letter of Credit Fees, the Issuing
Lender Fees and the other fees provided for in the Fee Letter.


 


Financial Statements
shall mean the consolidated balance sheets and consolidated statements of
operations, cash flows and changes in shareholder’s equity of each of Holdings
and its Subsidiaries and/or the Borrower and its Subsidiaries, as the case may
be, for the respective period specified prepared in accordance with GAAP; provided
that for purposes of Section 7.1(a), the Financial Statements of Holdings shall
include (i) consolidating schedules for Holdings that separately identify
the Borrower and its Subsidiaries and (ii) a report from the Auditors that
indicates, among other things, the auditing procedures to which such
consolidating schedules have been subject.


 


Foreign Cash Equivalents
shall mean (i) certificates of deposit or bankers acceptances of, and bank
deposits with, any bank organized under the laws of Canada or any country that
is a member of the European Economic Community, whose short-term commercial
paper rating from S&P is at least A-1 or the equivalent thereof or from
Moody’s is at least P-1 or the equivalent thereof, in each case with maturities
of not more than six months from the date of acquisition, (ii) commercial
paper maturing not more than one year from the date of creation thereof and, at
the time of acquisition, having the highest rating obtainable by either S&P
or Moody’s and (iii) shares of any money market mutual fund that
(a) has its assets invested continuously in the types of investments
referred to in clauses (i) and (ii) above, (b) has net assets not
less than $500,000,000 and (c) has the highest rating obtainable by either
S&P or Moody’s.


 


Foreign Pension Plan
shall mean any plan, fund (including, without limitation, any superannuation
fund) or other similar program established or maintained outside the United
States by the Borrower or any one or more of its Subsidiaries primarily for the
benefit of employees of the Borrower or any such Subsidiaries residing outside
the United States, which plan, fund or other similar program provides, or
results in, retirement income, a deferral of income in contemplation of
retirement or payments to be made upon termination of employment, and which
plan is not subject to ERISA or the Code.


 


Foreign Subsidiary
of any Person shall mean any Subsidiary of such Person which is not a Domestic
Subsidiary.  Unless otherwise qualified,
all references to a “Foreign Subsidiary” or to “Foreign Subsidiaries” in this
Credit Agreement shall refer to a Foreign Subsidiary or Foreign Subsidiaries of
Holdings.


 


Funding Affiliate
shall have the meaning given to such term in Section 4.11.


 


GAAP shall mean,
subject to the limitations on the applications thereof set forth in
Section 1.2, generally accepted accounting principles set forth from time
to time in the


 


23





















 


opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board and the Public Company Accounting Oversight Board (or agencies
with similar functions of comparable stature and authority within the United
States accounting profession) that are applicable to the circumstances as of
the date of determination.


 


Governing Documents
shall mean, as to any Person, the certificate or articles of incorporation, the
certificate of formation, the by-laws, the operating agreement, the limited
liability company or partnership agreement or other organizational or governing
documents of such Person.


 


Government Lease
shall mean a lease of Rental Equipment by (i) the Borrower or any Domestic
Subsidiary of the Borrower to the United States of America or any department,
agency or instrumentality thereof or (ii) any Canadian Subsidiary of the
Borrower to Canada or any department, agency or instrumentality thereof.


 


Governmental Authority
shall mean any nation or government, any state or other political subdivision
thereof, any central bank (or similar monetary or regulatory authority)
thereof, any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government, and any department,
agency, board, commission, tribunal, committee, or instrumentality of any of
the foregoing.


 


Gross-Up Payments
shall have the meaning given to such term in Section 2.9(b).


 


Guaranteed Creditors
shall mean and include each Agent, each Issuing Lender, each Lender and each
Person (other than any Credit Party) party to a Hedge Agreement to the extent
such Person constitutes a Secured Creditor under the Collateral Documents.


 


Guaranteed Obligations
shall mean (i) the full and prompt payment when due (whether at the stated
maturity, by acceleration or otherwise) of (a) the principal of and
interest on the Notes issued by, and the Loans made to, the Borrower under this
Credit Agreement, (b) all reimbursement obligations and unpaid drawings with
respect to Letters of Credit issued under this Credit Agreement and
(c) all other obligations (including obligations which, but for any
automatic stay under Section 362(a) of the Bankruptcy Code, would become
due) and liabilities owing by the Borrower to the Agents, each Issuing Lender
and the Lenders under the Credit Agreement and the other Credit Documents
(including, without limitation, indemnities, Fees and interest thereon),
whether now existing or hereafter incurred under, arising out of or in
connection with the Credit Agreement or any other Credit Document, and the due
performance and compliance with the terms of the Credit Documents by the
Borrower and (ii) the full and prompt payment when due (whether at the
stated maturity, by acceleration or otherwise) of all obligations (including
obligations which, but for any automatic stay under Section 362(a) of the
Bankruptcy Code, would become due) and liabilities owing by the Borrower under
any Hedge Agreement entered into by the Borrower with any Lender or Affiliate
thereof or a syndicate of financial institutions organized by BofA (even if
BofA or any such Lender subsequently ceases to be a Lender under this Credit
Agreement for any reason) and any institution that participates, and in each
case their subsequent assigns, in such Hedge Agreement.


 


24





















 


Guarantors shall
mean Holdings and each Subsidiary Guarantor.


 


Guaranty shall mean
the Holdings Secured Guaranty and each Subsidiaries Guaranty.


 


Hazardous Materials
shall mean (a) any petroleum or petroleum products, radioactive materials,
asbestos in any form that is or could become friable, urea formaldehyde foam
insulation, transformers or other equipment that contained or contains
dielectric fluid containing levels of polychlorinated biphenyls, and radon gas;
(b) any chemicals, materials or substances defined as or included in the
definition of “hazardous substances”, “hazardous waste”, “hazardous materials”,
“extremely hazardous substances”, “restricted hazardous waste”, “toxic
substances”, “pollutants”, “toxic pollutants”, “contaminants”, or “pollutants”,
or words of similar import, under any applicable Environmental Law; and
(c) any other chemical, material or substance, exposure to which is
prohibited, limited or regulated by any governmental authority.


 


Hedge Agreement
shall mean any and all transactions, agreements, or documents now existing or
hereafter entered into, which provide for an interest rate, credit, commodity,
or equity swap, cap, floor, collar, forward foreign exchange transaction,
currency swap, cross currency rate swap, currency option, or any combination
of, or option with respect to, these or similar transactions, for the purpose
of hedging a Person’s exposure to fluctuations in interest or exchange rates,
loan, credit exchange, security, or currency valuations, or commodity prices,
including Interest Rate Agreements.


 


Highest Lawful Rate
shall mean, at any given time during which any Obligations shall be outstanding
hereunder, the maximum nonusurious interest rate, if any, that at any time or
from time to time may be contracted for, taken, reserved, charged or received
on the Obligations owing under this Credit Agreement and any other Credit
Document, under the laws of the State of New York (or the law of any other
jurisdiction whose laws may be mandatorily applicable notwithstanding other
provisions of this Credit Agreement and the other Credit Documents), or under
applicable federal laws which may presently or hereafter be in effect and which
allow a higher maximum nonusurious interest rate than under New York (or
such other jurisdiction’s) law, in any case after taking into account, to the
extent permitted by applicable law, any and all relevant payments or charges
under this Credit Agreement and any other Credit Documents executed in
connection herewith, and any available exemptions, exceptions and exclusions.


 


Holding Company Requirements
shall mean the following:


 


(1)  Holdings is a holding company that conducts no material
business or activities other than:


 


(i)  the holding of the capital stock of
the Borrower,


 


(ii)  the holding (directly or through
Unrestricted Subsidiaries), acquisition, sale or other disposition of equity
interests in Unrestricted Subsidiaries and other foreign investments in
Persons, in each instance, (x) not constituting a Canadian Subsidiary or a
Person organized under the laws of Canada or any province thereof and
(y) not, directly or indirectly, having any assets or business in Canada
(other than de minimus assets and business),


 


25





















 


(iii)  the issuance of equity and
unsecured Indebtedness not guaranteed by the Borrower or any of its
Subsidiaries,


 


(iv)  the guaranty of Indebtedness of
(x) the Borrower (such guaranty to be unsecured except that the Obligations
shall be guaranteed by Holdings on a secured basis as set forth herein and in
the other Credit Documents), (y) Foreign Subsidiaries of Holdings not
constituting a Canadian Subsidiary (such guaranty to be unsecured or secured
only by the capital stock of the Foreign Subsidiary whose Indebtedness is
guaranteed or the first tier Foreign Subsidiary of Holdings that owns, directly
or indirectly, the Foreign Subsidiary whose Indebtedness is guaranteed) and (z)
Persons not constituting Subsidiaries of Holdings in which Holdings acquired an
equity interest pursuant to a Permitted Acquisition (such guaranty to be
unsecured or secured only by the equity interest of Holdings in such Person),


 


(v)  loans to (x) Subsidiaries of
Holdings and (y) Persons referred to in clause (iv)(z) above,


 


(vi)  entering into Hedge Agreements so
long as entered into for bona fide hedging activities and not for speculative
purposes,


 


(vii)  engaging in activities related to
its status as a U.S. public company and


 


(viii)  engaging in businesses or
activities that are reasonably incidental, ancillary or related to the
businesses and activities described in clauses (i) through (vii) above);


 


(2)  Holdings owns no material assets other than:


 


(i) 
the assets described in subclauses (i), (ii) and (v) of clause (1) above
and proceeds from the sale or other disposition of assets described in
subclause (ii) of clause (1) above,


 


(ii) 
proceeds of any issuance by Holdings of equity or unsecured Indebtedness
not guaranteed by the Borrower or any of its Subsidiaries, and


 


(iii) 
any cash and cash equivalents distributed or contributed to Holdings or
cash and cash equivalents from any other source (so long as, in each instance,
the distribution, contribution or other payment of any such cash and cash
equivalents to Holdings is not prohibited by the terms of any Credit Document);


 


(3)  no agreement to which the Borrower or any of the Borrower’s
Subsidiaries is a party imposes (x) any restriction on incurring debt or Liens
or paying dividends or any other material negative covenant on Holdings or any
Unrestricted Subsidiary or (y) any mandatory repayments, redemptions or similar
requirements (or any obligation to offer to effect same) based upon any event,
act or condition relating to Holdings (other than a change of control) or any
Unrestricted Subsidiary (it being agreed that (i) a requirement that Holdings
provide SEC and similar reports, (ii) a requirement that Holdings comply with
its guaranty obligations, (iii) a provision that it is an event of default if
Holdings’ guaranty ceases to be enforceable or if Holdings denies its liability
under its guaranty, or (iv) a prohibition on Holdings consolidating or


 


26





















 


merging with or into, or
conveying, transferring or leasing all or substantially all of its assets to
any person unless, after giving effect to such transaction, no default or event
of default has occurred, shall not be a violation of this clause (3)); and


 


(4)  no Subsidiary or other foreign investment of Holdings (other
than the Borrower and its Subsidiaries), directly or indirectly, conducts any
business in the U.S. or Canada or has any assets in the U.S. or Canada (other
than de minimus business and assets).


 


Holdings shall have
the meaning given to such term in the preamble to this Credit Agreement.


 


Holdings Common Stock
shall mean the common stock of Holdings.


 


Holdings IPO shall
mean the initial public offering by Holdings of its common stock pursuant to,
and as contemplated by, the Form S-1 filed by Holdings with the SEC on
April 29, 2005.


 


Holdings Secured Guaranty
shall mean the Guaranty of Holdings pursuant to Article 12.


 


Incremental Commitment Agreement
shall mean an Incremental Commitment Agreement substantially in the form of
Exhibit R (appropriately completed and with such modifications as may be
acceptable to the Administrative Agent).


 


Incremental Revolving Credit Commitment
shall mean, for each Incremental Revolving Credit Lender, any commitment by such
Incremental Revolving Credit Lender to make Revolving Loans pursuant to
Section 2.1(d) as agreed to by such Incremental Revolving Credit Lender in
the respective Incremental Commitment Agreement delivered pursuant to
Section 2.1(e); it being understood, however, that on each date
upon which an Incremental Revolving Credit Commitment of any Incremental
Revolving Credit Lender becomes effective, such Incremental Revolving Credit
Commitment of such Incremental Revolving Credit Lender shall be added to (and
thereafter become a part of) the Revolving Credit Commitment of such
Incremental Revolving Credit Lender for all purposes of this Credit Agreement
as contemplated by Section 2.1(d).


 


Incremental Revolving Credit Lender
shall have the meaning provided in Section 2.1(e).


 


Incremental Revolving Loan
shall have the meaning provided in Section 2.1(d)(vii).


 


Indebtedness of any
Person shall mean without duplication (i) all indebtedness of such Person
for borrowed money, (ii) the deferred purchase price of assets or services
which in accordance with GAAP would be shown on the liability side of the
balance sheet of such Person, (iii) the face amount of all letters of
credit issued for the account of such Person and, without duplication, all
drafts drawn thereunder, (iv) all indebtedness of a second Person secured
by any Lien (in aggregate principal amount up to the amount of such Liens) on
any property owned by such first Person, whether or not such indebtedness has
been assumed, (v) all Capitalized Lease


 


27





















 


Obligations of such Person,
(vi) all obligations of such Person to pay a specified purchase price for
goods or services whether or not delivered or accepted, i.e.,
take-or-pay and similar obligations, (vii) all net obligations of such
Person under Hedge Agreements, (viii) all reimbursement or other monetary
obligations with respect to surety, performance and bid bonds, and
(ix) all Contingent Obligations of such Person; provided that
Indebtedness shall not include trade payables and accrued expenses, in each
case arising in the ordinary course of business.


 


Indemnitee shall
have the meaning provided in Section 11.8.


 


Initial Borrowing Date
shall mean the date that any loans under the Existing Credit Agreement are assigned
to BofA or DBTCA under the Bank Assignment Agreement.


 


Intercreditor Agreement
shall mean the Intercreditor Agreement, dated as of August 18, 2003, as same
may be amended, modified or supplemented from time to time in accordance with
the terms thereof.


 


Interest Period
shall mean, with respect to any Eurodollar Rate Loan, the period commencing on
the date such Loan is made or on the date on which such Loan is Continued as or
Converted into a Eurodollar Rate Loan, and ending on the date one, two, three
or six months, or to the extent approved by all the Lenders, nine or twelve
months, thereafter as selected by the Borrower in a Notice of Borrowing or
Notice of Continuation or Notice of Conversion, provided that:


 


(a)           if
any Interest Period would otherwise end on a day that is not a Business Day,
such Interest Period shall be extended to the following Business Day unless the
result of such extension would be to carry such Interest Period into another
calendar month, in which event such Interest Period shall end on the preceding
Business Day;


 


(b)           any
Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day of
the calendar month at the end of such Interest Period; and


 


(c)           no
Interest Period shall extend beyond the Maturity Date.


 


Interest Rate Agreement
shall mean any interest rate protection agreement, interest rate future,
interest rate option, interest rate swap, interest rate cap or other interest
rate hedge or arrangement under which the Borrower or any of its Subsidiaries
is a party or beneficiary.


 


Inventory shall mean
all of the Borrower’s and its Subsidiaries’ now owned and existing and
hereafter arising or acquired inventory, wherever located and whether in the
possession of the Borrower or any other Person, including, without limitation,
(a) all raw materials, work in process, parts, components, assemblies,
supplies and materials used or consumed in the Borrower’s and its Subsidiaries’
business and (b) all goods, wares and merchandise, finished or unfinished,
held for sale or lease or furnished or to be furnished under contracts of
service, excluding the Rental Equipment.


 


28





















 


Investment shall
have the meaning given to such term in Section 8.5.


 


Issuing Lender shall
mean BofA or any Lender approved by the Administrative Agent which has agreed
to issue Letters of Credit under this Credit Agreement.


 


Issuing Lender Fees
shall have the meaning given to such term in Section 4.7.


 


K-S Investor Group
shall mean Keystone, Inc., Oak Hill Strategic Partners, L.P. and Scotsman
Partners, L.P. and any new partnership or entity created to co-invest with
Keystone, Inc., Oak Hill Strategic Partners, L.P., and Scotsman Partners, L.P.,
provided that Persons which had a majority of the equity interests in or
otherwise controlled Keystone, Inc., Oak Hill Strategic Partners, L.P. and/or
Scotsman Partners, L.P. on the Effective Date or any of their Permitted
Transferees either (x) hold a majority of the equity interests of such new
partnership or entity or (y) control such new partnership or entity.


 


Latest Projections
shall mean:  (a) on the Effective Date
and thereafter until the Administrative Agent receives new projections pursuant
to Section 7.1(d), the Projections; and (b) thereafter, the
projections most recently received by the Administrative Agent pursuant to
Section 7.1(d).


 


Leases shall mean, collectively,
the written agreements between the Borrower or any Subsidiary and an account
debtor (other than Holdings, the Borrower, or their respective Subsidiaries) in
the ordinary course of business of the Borrower or such Subsidiary for the
lease or rental of Rental Equipment by the Borrower or such Subsidiary to such
account debtor in which the account debtor agrees to pay to the Borrower, such
Subsidiary or their respective assigns Rentals.


 


Lender shall mean
each financial institution listed on Schedule I, as well as any Person
which becomes a “Lender” pursuant to Section 11.6.


 


Letter of Credit Fees
shall have the meaning given to such term in 4.7.


 


Letter of Credit Obligations
shall mean, at any time, the sum of (i) the Undrawn Letter of Credit Outstandings
at such time, plus (ii) the aggregate amount of all drawings
(taking the Dollar Equivalent of any amount drawn in an Alternate Currency)
under Letters of Credit which have not been reimbursed by the Borrower
(including through the incurrence of Revolving Loans).


 


Letter of Credit Request
shall have the meaning given to such term in Section 3.4.


 


Letters of Credit
shall mean all letters of credit (whether trade or stand-by and whether for the
purchase of Inventory, Rental Equipment, equipment or otherwise) issued for the
account of the Borrower pursuant to Article 3 of this Credit Agreement and
all amendments, renewals, extensions or replacements thereof.


 


Lien(s) shall mean
any lien, charge, pledge, security interest, hypothecation, deed of trust, mortgage,
other encumbrance or other arrangement having the practical effect of the
foregoing or other preferential arrangement of any other kind and shall include
the interest of a


 


29





















 


vendor or lessor under any
conditional sale agreement, capital lease or other title retention agreement.


 


Loan shall mean each
Term Loan and each Revolving Loan.


 


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


 


Majority Lenders of
any Tranche shall mean those Non-Defaulting Lenders which would constitute the
Required Lenders under, and as defined in, this Credit Agreement if all
outstanding obligations of any other Tranches under this Credit Agreement were
repaid in full and all Commitments, if any, with respect thereto were
terminated.


 


Management Agreements
shall have the meaning given to such term in Section 5.1(m).


 


Margin Stock shall
have the meaning provided in Regulation U.


 


Master Lease Agreements
shall have the meaning provided in Section 5.1(m).


 


Material Adverse Effect
shall mean a material adverse effect on (i) the business, operations,
property, assets, liabilities or condition (financial or otherwise) of the
Borrower or of Holdings and its Subsidiaries (other than the Unrestricted
Subsidiaries) taken as a whole or of the Borrower and its Subsidiaries taken as
a whole, (ii) the value of Collateral or the amount which the
Administrative Agent, the Collateral Agent and the Lenders would be likely to receive
(after giving consideration to delays in payment and costs of enforcement) in
the liquidation of such Collateral, (iii) the rights and remedies of any
Agent, the Issuing Lender or the Lenders under any Credit Document or
(iv) on the ability of any Credit Party to perform its obligations under
the Credit Documents.


 


Material Contract
shall mean any contract or other arrangement (other than the Credit Documents),
whether written or oral, to which Holdings, the Borrower or any of their
respective Subsidiaries (other than the Unrestricted Subsidiaries) is a party
as to which the breach, nonperformance, cancellation or failure to renew by any
party thereto could reasonably be expected to have a Material Adverse Effect.


 


Maturity Date shall
mean the fifth anniversary of the Effective Date.


 


Moody’s shall mean
Moody’s Investors Service, Inc.


 


Mortgage Policies
shall mean each of the title insurance policies delivered with respect to one
or more of the Mortgages and Mortgaged Property.


 


Mortgaged Property
shall mean each property at any time subject to a Mortgage, with the Mortgaged
Properties as of the Initial Borrowing Date designated as such on Part B of
Schedule IV.


 


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Mortgages shall mean
a mortgage, leasehold mortgage, deed of trust, leasehold deed of trust, deed to
secure debt, leasehold deed to secure debt or similar security interest granted
as security for any of the Obligations (and in any event shall include each
Mortgage, as defined in the Existing Credit Agreement, assigned to the
Collateral Agent pursuant to the Bank Assignment Agreement) substantially in
the form of Exhibit L.


 


Multiemployer Plan
shall mean a “multiemployer plan” as defined in Section 4001(a)(3) of
ERISA that is or was at any time during the current calendar year or the
immediately preceding six calendar years contributed to by a Credit Party or
any ERISA Affiliate.


 


Net Book Value shall
mean, with respect to Eligible Rental Equipment, the net book value of such
Eligible Rental Equipment determined (i) in accordance with GAAP and
(ii) consistently with the applicable Credit Party’s accounting practices.


 


Net Debt Proceeds
shall mean, with respect to any incurrence of Indebtedness by any Person, the
cash proceeds (net of underwriting discounts and commissions, reasonable legal
fees, investment banking and consulting fees and other reasonable costs and
expenses associated therewith) received by such Person from the respective
incurrence of such Indebtedness.


 


Net Equity Proceeds
shall mean, with respect to each Equity Issuance of or by any Person, the cash
proceeds (net of under­writing discounts and commissions, reasonable legal
fees, investment banking and consulting fees and other reasonable costs and
expenses associated therewith) received by such Person from the respective
Equity Issuance.


 


Net Sale Proceeds
shall mean, with respect to any Asset Sale, the gross cash proceeds (including
any cash received by way of deferred payment pursuant to a promissory note,
receivable or otherwise, but only as and when received) received by Holdings,
the Borrower or any of their respective Subsidiaries from such Asset Sale, net
of (i) transaction costs (including, without limitation, (w) any
federal, state and local income or other taxes paid or estimated to be payable
as a result of such Asset Sale, (x) any underwriting, brokerage or other
customary selling commissions, (y) reasonable legal fees, and
(z) advisory, consulting, accountants’, investment banking and other fees
and expenses, including title and recording expenses and reasonable expenses
incurred for preparing such assets for sale, associated therewith),
(ii) payments of unassumed liabilities relating to the assets sold at the
time of, or within 90 days after, the date of such sale, (iii) the amount
of such gross cash proceeds required to be used to repay any Indebtedness
(other than Indebtedness to the Lenders pursuant to this Credit Agreement)
which is secured by the respective assets which were sold and (iv) in the
case of any Asset Sale consummated by a non-Wholly-Owned Subsidiary of the
Borrower, the amount of proceeds paid to the minority shareholder or
shareholders of such non-Wholly-Owned Subsidiary so long as such amount paid to
any such minority shareholder does not exceed such respective minority
shareholder’s proportionate share of the aggregate proceeds from such Asset
Sale based on its percentage equity interests held in such non-Wholly-Owned
Subsidiary.


 


Net Total Revolving Credit Commitments
shall have the meaning given to such term in Section 2.2(a).


 


31





















 


Non-Canadian Foreign Subsidiaries
shall mean each Subsidiary of the Borrower that is not a Domestic Subsidiary or
a Canadian Subsidiary.


 


Non-Certificated Units
shall mean all Units which are not Certificated Units.


 


Non-Defaulting Lender
shall mean and include each Lender other than a Defaulting Lender.


 


Non-Qualified Units
shall at any time mean any Unit which is not a Qualified Certificated Unit at
such time.


 


Notes shall mean,
collectively, the Revolving Notes and Term Notes, and Note means any
Revolving Note or any Term Note.


 


Notice of Borrowing
shall have the meaning given to such term in Section 2.3(a)(i) and shall
include any deemed Notice of Borrowing pursuant to Section 3.5.


 


Notice of Continuation
shall have the meaning given to such term in Section 4.3(a).


 


Notice of Conversion
shall have the meaning given to such term in Section 4.3(b).


 


Obligations shall
mean (a) all present and future loans, advances, liabilities, obligations,
covenants, duties, and debts owing by the Credit Parties, or any of them, to
the Administrative Agent, the Syndication Agent, the Collateral Agent, the
Co-Lead Arrangers, BofA, each Issuing Lender, each Indemnitee, and the Lenders,
or any of them, arising under or pursuant to this Credit Agreement or any of
the other Credit Documents, whether or not evidenced by any note, or other
instrument or document, whether arising from an extension of credit, opening of
a letter of credit, loan, guaranty, indemnification, or otherwise, whether
direct or indirect, absolute or contingent, due or to become due, primary or
secondary, as principal or guarantor, and including all principal, interest,
charges, Expenses, fees, Attorney Costs, filing fees, and any other sums
chargeable to any Credit Party hereunder or under any of the other Credit
Documents, including, without limitation, post-petition interest whether or not
such interest is an allowable claim in a bankruptcy, (b) all debts,
liabilities, and obligations owing by the Credit Parties, or any of them, now
or hereafter arising from or in connection with the Letters of Credit,
including, without limitation, the Existing Letters of Credit, (c) all
debts, liabilities, and obligations owing by the Credit Parties, or any of
them, now or hereafter arising from or in connection with Bank Products and (d)
all debts, liabilities, and obligations now or hereafter owing from the
Borrower under or in connection with all loans made under the Existing Credit
Agreement assigned to BofA and DBTCA under the Bank Assignment Agreement.


 


Odyssey Investor Group
shall mean Odyssey Investment Partners Fund, L.P. and Odyssey Coinvestors, LLC
or any new partnership created to co-invest with Odyssey Investment Partners
Fund, L.P. and Odyssey Coinvestors, LLC, provided that Persons which had
a majority of the equity interests in or otherwise controlled Odyssey
Investment Partners Fund, L.P. and/or Odyssey Coinvestors LLC on the Effective
Date or any of their Permitted Transferees either (x) hold a majority of
the equity interests of such new partnership or entity or (y) control such
new partnership or entity.


 


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Operating Lease
shall mean, as applied to any Person, any lease of any property (whether real,
personal or mixed) by that Person other than a Capital Lease.


 


Operating Lease Payment
shall mean any payment made by Holdings, the Borrower or any of their
respective Subsidiaries under an Operating Lease.


 


Orderly Liquidation Value
shall mean, with respect to the Eligible Rental Equipment owned by the
Qualified Credit Parties, the aggregate orderly liquidation value thereof as
determined by an appraisal (or update thereof) of the Qualified Credit Parties’
Rental Equipment delivered to the Administrative Agent pursuant to this Credit
Agreement.


 


Other Liabilities at
any time shall mean the accounts payable and accrued expenses of Holdings and
its Subsidiaries on a consolidated basis at such time set forth in Holdings’
consolidated balance sheet, but excluding accrued interest to the extent
otherwise reflected therein.


 


Outstandings shall
mean, at any time, the sum of (i) the principal amount of all Loans
outstanding at such time plus (ii) the Letter of Credit Obligations
at such time.


 


Payment Office shall
mean the office of the Administrative Agent located at 335 Madison Avenue, New
York, New York 10017, or any other office within the continental United States
designated by the Administrative Agent to the Borrower from time to time as the
office for payment of all amounts required to be paid by the Borrower under
this Credit Agreement.


 


PATRIOT Act shall
mean the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001 (Pub. L. No. 107-56,
115 Stat. 272 (Oct. 26, 2001)).


 


PBGC shall mean the
Pension Benefit Guaranty Corporation established pursuant to Section 4002
of ERISA, or any successor thereto.


 


Permitted Acquisition
shall mean:


 


(1)           the acquisition by
Holdings directly or through any Unrestricted Subsidiary of (i) the assets
constituting a business, division or product line of any Person not already a
Subsidiary of Holdings or (ii) capital stock or other equity interest of any
Person, provided that (A) all requirements of Section 7.17
applicable to Permitted Acquisitions (as if Section 1.5 were not in
effect) are satisfied and (B) any such acquisition by Holdings or any
Unrestricted Subsidiary shall be only of assets located outside of the United
States and Canada or of equity interests of any Person that (i) is not
incorporated, organized or formed under the laws of (x) the U.S., any
State thereof, the United States Virgin Islands or Puerto Rico or
(y) Canada or any province thereof and (ii) conducts no business,
directly or indirectly, in the U.S. or Canada (other than de minimus business);
and


 


(2)           the acquisition by
the Borrower directly or through any of the Borrower’s Wholly-Owned
Subsidiaries of (i) the assets constituting a business, division or
product line of any Person not already a Subsidiary of the Borrower (excluding
acquisitions by the Borrower, its Domestic Subsidiaries and/or its Canadian
Subsidiaries consisting solely of property and


 


33





















 


equipment or Rental Equipment
(and not of capital stock or other equity interests, or any liabilities, of any
other Person) which constitute Capital Expenditures permitted pursuant to the
relevant provisions of Section 8.4) or (ii) 100% of the capital stock
or other equity interest of any Person, which Person shall, as a result of such
acquisition, become a Wholly-Owned Subsidiary of the Borrower (except that less
than 100% of the capital stock or other equity interest of any Person may be
acquired so long as such Person shall, as a result of such acquisition, become
a Non-Canadian Foreign Subsidiary), provided that (A) the
consideration paid by the Borrower or such Wholly-Owned Subsidiary of the
Borrower, as the case may be, consists solely of cash (including proceeds of
Revolving Loans to the extent permitted by Section 7.17) and, to the
extent permitted under Section 8.3(m), the issuance of unsecured
Indebtedness in an aggregate principal amount not to exceed 10% of the purchase
price of such acquisition, (B) such Person shall own no capital stock of
any other Person unless such Person owns 100% of the capital stock of such
other Person (except that less than 100% of the capital stock of such other
Person may be owned by such Person so long as such other Person shall, as a
result of such acquisition, become a Non-Canadian Foreign Subsidiary),
(C) all requirements of Sections 7.16 and 7.17 applicable to
Permitted Acquisitions are satisfied and (D) no such acquisition shall
result in a violation of Section 8.8.


 


Permitted Discretion
shall mean the Administrative Agent’s judgment exercised in good faith based
upon its consideration of any factor which the Administrative Agent believes in
good faith:  (i) will or could
reasonably be expected to adversely affect the value of any of the Collateral,
the enforceability or priority of the Administrative Agent’s or Collateral
Agent’s Liens thereon or the amount which the Agents, the Issuing Lender and
the Lenders would be likely to receive (after giving consideration to delays in
payment and costs of enforcement) in the liquidation of such Collateral;
(ii) suggests that any collateral report or financial information
delivered to the Administrative Agent by any Person on behalf of the Borrower
or any other Credit Party is incomplete, inaccurate or misleading in any
material respect; (iii) materially increases the likelihood of a
bankruptcy, reorganization or other insolvency proceeding involving the
Borrower or any of its Subsidiaries or any of the Collateral; (iv) creates
or reasonably could be expected to create a Default or an Event of Default or
(v) has resulted in a material amount of Eligible Rental Equipment securing any
obligations under or with respect to Surety Bonds.  In exercising such judgment, the
Administrative Agent may consider such factors already included in or tested by
the definition of Eligible Accounts Receivable or Eligible Rental Equipment as
well as any of the following: 
(i) the financial and business climate of the Borrower’s or any
Subsidiary’s industry, (ii) changes in collection history and dilution
with respect to the Accounts, (iii) changes in any concentration of risk
with respect to Accounts and Rental Equipment, (iv) changes in operating
and turnover statistics with respect to Rental Equipment and/or Accounts,
including actual versus historical and projected, and (v) any other
factors that materially change the credit risk of lending to the Borrower on
the security of the Accounts and Rental Equipment.  The burden of establishing lack of good faith
hereunder shall be on the Borrower.


 


Permitted Encumbrance
shall mean, with respect to any Mortgaged Property, such exceptions to title as
are set forth in the Mortgage Policy delivered with respect thereto, all of
which exceptions must be acceptable to the Collateral Agent in its reasonable
discretion.


 


Permitted Liens
shall have the meaning given to such term in Section 8.2.


 


34





















 


Permitted Preferred Stock
shall mean any preferred stock of Holdings, so long as the terms of any such
preferred stock of Holdings (i) do not provide any collateral security,
(ii) do not provide any guaranty or other support by the Borrower or any
Subsidiary of the Borrower or Holdings, (iii) do not contain any mandatory
put, redemption, repayment, sinking fund or other similar provision occurring
before the first anniversary of the Maturity Date, (iv) do not require the
cash payment of dividends or interest before the first anniversary of the
Maturity Date, (v) do not grant the holders thereof any voting rights
except for (i) voting rights required to be granted to such holders under
applicable law and (ii) limited customary voting rights on fundamental
matters such as mergers, consolidations, sales of substantial assets, or
liquidations involving Holdings and (vi) are otherwise reasonably
satisfactory to the Administrative Agent.


 


Permitted Transferee
shall mean with respect to any Person who is a natural person, (i) such
individual’s spouse or children (natural or adopted), any trust for such
individual’s benefit or the benefit of such individual’s spouse or children
(natural or adopted), or any corporation or partnership in which the direct and
beneficial owner of all of the equity interest is such Person or such
individual’s spouse or children (natural or adopted) or any trust for the
benefit of such persons; and (ii) the heirs, executors, administrators or
personal representatives upon the death of such Person or upon the incompetency
or disability of such Person for purposes of the protection and management of
such individual’s assets.


 


Person shall mean
any individual, sole proprietorship, partnership, limited liability company,
joint venture, trust, unincorporated organization, association, corporation,
institution, entity, party or Governmental Authority, and, as applicable, the
successors, heirs and assigns of each.


 


Plan shall mean any
pension plan as defined in Section 3(2) of ERISA, which is maintained or
contributed to by (or to which there is an obligation to contribute by) the
Borrower or a Subsidiary of the Borrower or an ERISA Affiliate which is
organized under the laws of the United States and is subject to Title I of
ERISA, and each such plan for the five-year period immediately following the
latest date on which Holdings, the Borrower, any of their respective
Subsidiaries or an ERISA Affiliate maintained, contributed to or had an
obligation to contribute to such plan.


 


Pledgee shall have
the meaning given to such term in the U.S. Pledge Agreement.


 


Proceeds shall mean
all proceeds of any Collateral.


 


Projections shall
have the meaning provided in Section 5.1(o).


 


Proportionate Share
of a Lender shall mean its Term Loan Proportionate Share or its Revolving
Credit Proportionate Share, as the case may be.


 


PPSA shall mean the
Personal Property Security Act of a province or territory of Canada or the
Civil Code of Quebec or such other statute applicable in a Canadian
jurisdiction which, by mandatory provisions of law, governs any or all of the
attachment, perfection, enforcement or priority of security interests in such
jurisdiction.


 


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Public Equity Offering
with respect to any Person, means any public offering of equity of such Person
pursuant to an effective registration statement under the Securities Act.


 


Qualified Canadian Jurisdiction
shall mean the provinces of Ontario, Alberta, British Columbia, Manitoba,
Quebec and Saskatchewan, provided that the Borrower may designate additional
provinces of Canada as Qualified Canadian Jurisdictions by written notice
thereof to the Administrative Agent so long as all recordings, filings and
other actions (including, without limitation, the execution and delivery of
guarantees and security documentation) necessary or, in the reasonable opinion
of the Collateral Agent, desirable to perfect and protect the security
interests in all of the assets and property of each Canadian Subsidiary
(including, without limitation, all of its assets of the type described in the
Canadian Security Agreement executed by WSC pursuant to
Section 5.1(d)(ii)) which owns (or is to own) assets or property located
in (or which operates in) such additional jurisdiction have been made and
taken, and the Administrative Agent shall have received opinions of counsel in
form and substance satisfactory to the Administrative Agent as to the matters
described above.


 


Qualified Certificated Units
shall mean each Unit owned by the Borrower or a Qualified Subsidiary Guarantor
organized under the laws of the United States of America or a State thereof,
whether owned on the Effective Date or acquired thereafter, which at the time
in question is a Certificated Unit with respect to which the requirements set
forth in Section 5.1(d)(C) have been satisfied (with such satisfaction to
be determined on the date of any determination of whether the respective Unit
is a Qualified Certificated Unit).


 


Qualified Credit Parties
shall mean the Borrower and each Qualified Subsidiary Guarantor.


 


Qualified Subsidiary Guarantors
shall mean each Wholly-Owned Subsidiary of the Borrower that (i) is
organized under the laws of (x) the United States of America or a State
thereof or (y) under the laws of Canada or a province thereof which is a
Qualified Canadian Jurisdiction and (ii) in each case is a Subsidiary
Guarantor.


 


RCRA shall mean the
Resources Conservation and Recovery Act, as amended, 42 U.S.C. § 6901 et
seq.


 


Real Property of any
Person shall mean all of the right, title and interest of such Person in and to
land, improvements and fixtures, including leaseholds.


 


Register shall have
the meaning provided in Section 11.6(b)(A).


 


Regulation D
shall mean Regulation D of the Board of Governors of the Federal Reserve
System as from time to time in effect and any successor thereto.


 


Regulation T
shall mean Regulation T of the Board of Governors of the Federal Reserve
System as from time to time in effect and any successor to all or portion
thereto.


 


Regulation U
shall mean Regulation U of the Board of Governors of the Federal Reserve
System as from time to time in effect and any successor thereto.


 


36





















 


Regulation X
shall mean Regulation X of the Board of Governors of the Federal Reserve
System as from time to time in effect and any successor to all or portion
thereto.


 


Rental Equipment
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 which are sold or leased by the
Borrower or its Subsidiaries to third persons in the ordinary course of
business and 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, modular structures), 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.


 


Rentals shall mean
all fixed rents or rents which are fixed except for adjustments based upon the
Consumer Price Index payable under the Leases in respect of the use of any
Rental Equipment by account debtors as lessees of such Rental Equipment to the Borrower
or its Subsidiaries as the lessor of such Rental Equipment exclusive of any
amounts paid or payable to the Borrower or its Subsidiaries for the sale of
Rental Equipment or other Inventory or on account of the service, site
preparation, installation or removal of Rental Equipment, security deposits,
insurance waivers, warranty service, late charges, delivery fees, moving fees
maintenance charges, taxes, insurance or similar charges.


 


Replaced Lender
shall have the meaning provided in Section 11.6(d).


 


Replacement Lender
shall have the meaning provided in Section 11.6(d).


 


Reportable Event
shall mean an event described in Section 4043(c) of ERISA with respect to
a Plan that is subject to Title IV of ERISA other than those events to the
extent to which the 30-day notice period is waived under subsection .22,
..23, .25, .27 or .28 of PBGC Regulation Section 4043.


 


Required Appraisal
shall have the meaning provided in Section 7.2.


 


Required Lenders
shall mean, at any time, Non-Defaulting Lenders the sum of whose outstanding
Term Loans and Revolving Credit Commitments (or after the termination thereof,
outstanding Revolving Loans and Revolving Credit Proportionate Shares of Letter
of Credit Obligations) represent more than 50% of the sum of (i) all outstanding
Term Loans of Non-Defaulting Lenders, and (ii) the Total Revolving Credit
Commitments less the Revolving Credit Commitments of all Defaulting Lenders (or
after the termination thereof, the sum of the then total outstanding Revolving
Loans of Non-Defaulting Lenders and the aggregate Revolving Credit
Proportionate Shares of all Non-Defaulting Lenders of the total Letter of
Credit Obligations at such time).


 


Requirement of Law
shall mean, as to any Person, the Governing Documents of such Person, and any
law, treaty, rule or regulation or determination of an arbitrator or a court or
other Governmental Authority, in each case applicable to or binding upon such
Person or any of its property or to which such Person or any of its property is
subject.


 


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Responsible Officer
shall mean, with respect to any Credit Party, the chief executive officer, the
chief financial officer, the vice president of finance, the treasurer, the
controller or any other officer having substantially the same authority and
responsibility as any of the foregoing.


 


Revolving Credit Commitment
shall mean, for each Lender, the amount set forth opposite such Lender’s name
in Schedule I hereto directly below the column entitled “Revolving Credit Commitment”
or in the most recent Assignment and Assumption Agreement to which such Lender
is a party, as same may be (x) increased (or, in the case of a new Lender,
established) as a result of such Lender providing Incremental Revolving Credit
Commitment(s) after the Effective Date and/or (y) reduced from time to
time pursuant to the terms of this Credit Agreement.


 


Revolving Credit Lender
shall mean, at any particular time, each Lender which has a Revolving Credit
Commitment at such time or, if the Revolving Credit Commitments have then been
terminated, each Lender which has outstanding Revolving Loans and/or
participations in Letters of Credit (or unreimbursed payments with respect
thereto).


 


Revolving Credit Proportionate Share
of a Revolving Credit Lender shall mean, at any particular time, a fraction,
expressed as a percentage, obtained by dividing its Revolving Credit Commitment
by the aggregate Revolving Credit Commitments of all the Revolving Credit
Lenders or, if the Revolving Credit Commitments have been terminated, by
dividing (i) the sum of (A) the outstanding Revolving Loans made or
held by such Revolving Credit Lender, plus (B) the amount of such
Revolving Credit Lender’s unfunded participations in outstanding Letters of
Credit, plus (C) the amount of all payments made by such Revolving
Credit Lender to the Issuing Lender in respect of its participations in Letters
of Credit for which the Borrower has not reimbursed such Revolving Credit
Lender (other than with respect to outstanding Revolving Loans deemed requested
pursuant to Section 3.5), by (ii) the sum of (A) the aggregate
amount of all Revolving Loans then outstanding, plus (B) the
aggregate amount of all Revolving Credit Lenders’ unfunded participations in
outstanding Letters of Credit, plus (C) the aggregate amount of all
payments made by all Revolving Credit Lenders to the Issuing Lender in respect
of their respective participations in Letters of Credit for which the Borrower
has not reimbursed the Revolving Credit Lenders (other than with respect to
outstanding Loans deemed requested pursuant to Section 3.5).


 


Revolving Credit Termination Date
shall mean the first date upon which all Revolving Credit Commitments and
Letters of Credit have terminated (or with respect to any Letters of Credit
only, cash collateralized in a manner satisfactory to the Administrative
Agent), all Revolving Outstandings have been paid in full in cash, and all
interest, Fees and other amounts relating to the Revolving Credit Commitments,
Revolving Loans and Letters of Credit have been repaid in full (or with respect
to Letters of Credit only, cash collateralized in a manner satisfactory to the
Administrative Agent).


 


Revolving Loans
shall have the meaning given to such term in Section 2.1(c).


 


Revolving Note shall
mean a promissory note of the Borrower payable to the order of a Lender, in the
form of Exhibit A-2, evidencing the aggregate Indebtedness of the


 


38





















 


Borrower to such Lender
resulting from the Revolving Loans made by such Lender or acquired by such
Lender pursuant to Section 2.12 or Section 11.6 or otherwise owing to such
Lender pursuant to the Bank Assignment Agreement.


 


Revolving Outstandings
shall mean, at any time, the sum of (i) the principal amount of all
Revolving Loans at such time plus (ii) the Letter of Credit
Obligations.


 


RL Borrowing Date
shall have the meaning given such term in Section 2.4.


 


S&P shall mean
Standard & Poor’s Rating Services.


 


Sales-Type Leases
shall mean a Lease that should be treated as a capital lease in accordance with
Financial Accounting Standards Board Statement No. 13, as amended, from time to
time or if such statement is not then in effect, such other statement of GAAP
as may be applicable.


 


SEC shall have the
meaning given to such term in Section 7.1(i).


 


Section 2.9(b)(ii) Certificate
shall have the meaning provided in Section 2.9(b)(ii).


 


Secured Creditor Grantors
shall have the meaning given to such term in Section 11.21.


 


Secured Creditors
shall have the meaning given to such term in the respective Collateral
Documents.


 


Securities Act shall
mean the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder from time to time.


 


Security Agreements
shall mean each of the U.S. Security Agreement and each Canadian Security
Agreement.


 


Security Bond Obligations
shall have the meaning given to such term in Section 11.21.


 


Senior Secured Debt
shall mean, at any time, Consolidated Debt (other than Consolidated Debt that
is unsecured or the payment of which, by its express terms, is subordinated to
the payment of the Obligations in a manner reasonably satisfactory to the
Administrative Agent) and, in any event, shall include the Loans and all
Indebtedness for borrowed money owing under or in connection with the Senior
Secured Notes.


 


Senior Secured Leverage Ratio
shall mean, for any fiscal period, the ratio of Senior Secured Debt on the last
day of such fiscal period to Consolidated EBITDA for such fiscal period; provided
that for the purposes of calculating the Senior Secured Leverage Ratio only,
Consolidated EBITDA for any such period shall be increased (or decreased) on a pro
forma basis by Consolidated EBITDA attributable to each Significant
Acquisition (or each Significant Divestiture), in each case consummated during
such period in accordance with the terms hereof,


 


39





















 


so long as (in the case of any
such increase) the amount of any such increase is the actual Consolidated
EBITDA earned by the Person (or directly attributable to the business, product
line or assets) acquired pursuant to the respective Significant Acquisition and
such actual Consolidated EBITDA is set forth in reasonable detail and with
reasonable supporting documentation in a written certificate that is executed
by a Responsible Officer of the Borrower and is delivered, and is satisfactory,
to the Administrative Agent.


 


Senior Secured Notes
shall mean the Borrower’s senior secured notes due 2008, issued pursuant to the
Senior Secured Notes Indenture, and
all Senior Secured Notes issued upon the exchange offer as contemplated in the
Senior Secured Notes Indenture, as in effect on the Effective Date, as the same
may be amended, modified or supplemented from time to time in accordance with the
terms hereof and thereof.


 


Senior Secured Notes Documents
shall mean the Senior Secured Notes, the Senior Secured Notes Indenture and all
other documents executed and delivered with respect to the Senior Secured Notes
or the Senior Secured Notes Indenture, in each case, as the same may be
amended, modified or supplemented from time to time in accordance with the
terms hereof and thereof.


 


Senior Secured Notes Indenture
shall mean the indenture, dated as of August 18, 2003, among the Borrower, each
Subsidiary of the Borrower and U.S. Bank National Association, as trustee
thereunder, as the same may be amended, modified or supplemented from time to
time in accordance with the terms hereof and thereof.


 


Senior Unsecured Notes
shall mean the 9 7/8% Senior Unsecured Notes due 2007 issued by the Borrower,
and any substantially identical exchange notes issued pursuant to the Senior
Unsecured Notes Indenture.


 


Senior Unsecured Notes Documents
shall mean the Senior Unsecured Notes, the Senior Unsecured Notes Indenture and
all other documentation relating thereto.


 


Senior Unsecured Notes Indenture
shall mean the Indenture, dated as of May 15, 1997, between the Borrower,
the Subsidiary Guarantors (by means of one or more supplemental indentures) and
The Bank of New York as Trustee, as in effect on the Effective Date and as
the same may be amended, modified or supplemented in accordance with the terms
hereof and thereof.


 


Settlement Date
shall have the meaning given to such term in Section 2.4(b)(i).


 


Shareholders’ Agreements
shall have the meaning given to such term in Section 5.1(m)(iv).


 


Significant Acquisition
shall mean any acquisition by the Borrower or any of its Subsidiaries of
another Person (not already a Subsidiary of the Borrower), or the assets
constituting all or a significant portion of a business, division or product
line of any such Person, the fair market value (determined in good faith by the
Borrower) of which exceeds $1,000,000 for any such transaction (or series of
related transactions).


 


40





















 


Significant Divestiture
shall mean any sale or other disposition (other than in the ordinary course of
business) of assets by the Borrower or any of its Subsidiaries to any other
Person (other than the Borrower or a Subsidiary thereof), the fair market value
(determined in good faith by the Borrower) of which exceeds $1,000,000 for any
such transaction (or series of related transactions).


 


Subsidiaries Guaranty
shall mean each of the U.S. Subsidiaries Guaranty and each Canadian
Subsidiaries Guaranty.


 


Subsidiary shall
mean, as to any Person, a corporation, partnership or other entity of which
shares of stock or other ownership interests having ordinary voting power
(other than stock or such other ownership interests having such power only by
reason of the happening of a contingency) to elect a majority of the board of
directors or other managers of such corporation, partnership or other entity
are at the time owned, or the management of which is otherwise controlled, directly
or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise qualified, all references to
a “Subsidiary” or to “Subsidiaries” in this Credit Agreement shall refer to a
Subsidiary or Subsidiaries of the Borrower.


 


Subsidiary Guarantor
shall mean each U.S. Subsidiary Guarantor and each Canadian Subsidiary
Guarantor.


 


Surety shall have
the meaning given to such term in Section 8.2(o).


 


Surety Bond shall
have the meaning given to such term in Section 8.2(o).


 


Syndication Agent
shall have the meaning given to such term in the preamble to this Credit
Agreement.


 


Syndication Date
shall mean the earlier of (x) the date which is 90 days after the
Effective Date and (y) the date (which may occur prior to, on or after the
Effective Date) upon which the Administrative Agent determines in its sole
discretion (and notifies the Borrower) that the primary syndication of the
Credit Agreement (and the resulting addition of institutions as Lenders
pursuant to Section 11.6) has been completed, notice of which shall be
promptly given to the Borrower.


 


Tax Benefit shall
have the meaning given to such term in Section 2.9(c).


 


Tax Sharing Agreements
shall have the meaning given to such term in Section 5.1(m).


 


Taxes shall have the
meaning given to such term in Section 2.9.


 


Term Loan shall have
the meaning provided in Section 2.1(a).


 


Term Loan Lender
shall mean, at any particular time, each Lender which has any Term Loan
Outstandings owing to it at such time.


 


41





















 


Term Loan Outstandings
shall mean, with respect to any Term Loan Lender at any particular time, the
aggregate outstanding principal balance of the Term Loans owing to such Term
Loan Lender.


 


Term Loan Proportionate Share
of a Term Loan Lender shall mean, at any particular time, a fraction, expressed
as a percentage, obtained by dividing (i) the Term Loan Outstandings of
such Term Loan Lender by (ii) the aggregate Term Loan Outstandings of all
Term Loan Lenders.


 


Term Loans shall
have the meaning given to such term in Section 2.1(a).


 


Term Note shall mean
a promissory note of the Borrower payable to the order of a Lender, in the form
of Exhibit A-1, evidencing the aggregate Indebtedness of the Borrower to such
Lender resulting from the Term Loans made by such Lender or acquired by such
Lender pursuant to Section 2.12 or Section 11.6 or otherwise owing to
such Lender pursuant to the Bank Assignment Agreement.


 


Test Period shall
mean, if a Trigger Event shall occur, each period of four consecutive fiscal
quarters of the Borrower (taken as one accounting period) ending on each of
(x) the last day of the fiscal quarter of the Borrower most recently ended
prior to the occurrence of such Trigger Event for which Financial Statements
for the Borrower and its consolidated Subsidiaries have been delivered to the
Administrative Agent pursuant to Section 7.1(a) or 7.1(b) and (y) the last
day of each fiscal quarter of the Borrower after the fiscal quarter referred to
in clause (x) ending prior to or during the Trigger Event Compliance
Period for such Trigger Event.


 


Total Commitments at
any time shall mean the aggregate of the Commitments, as then in effect, of all
the Lenders.


 


Total Revolving Credit Commitments
shall mean at any time the aggregate of the Revolving Credit Commitments of the
Revolving Loan Lenders.


 


Trade Name License Agreement
shall mean that certain Trade Name and Service Mark License Agreement, dated as
of September 1, 1998, by and among Space Master International, Inc., Space
Master Building Systems, LLC, Space Master Manufacturing, Inc., Space Master
Manufacturing of Pennsylvania, Inc., and Raymond A. Wooldridge, as in effect on
the Effective Date (as same may be amended, modified or supplemented from time
to time pursuant to the terms hereof and thereof).


 


Tranche shall mean
the respective facility and commitments utilized in making Loans hereunder,
with there being two separate Tranches, i.e., Term Loans and Revolving
Loans.


 


Trigger Event shall
mean for any reason Excess Availability is less than $75,000,000 for three (3)
consecutive Business Days or is less than $70,000,000 at any time.


 


Trigger Event Compliance Period
shall mean the period commencing on the occurrence of a Trigger Event and
continuing until such time as Excess Availability is greater than $75,000,000
for ten (10) consecutive Business Days.


 


42





















 


Type shall mean the
type of Loan determined with regard to the interest option applicable thereto, i.e.,
whether a Base Rate Loan or a Eurodollar Rate Loan.


 


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


 


Undrawn Letter of Credit Outstandings
shall mean, at any time, the aggregate undrawn amount of all Letters of Credit
outstanding at such time (taking the Dollar Equivalent at such time of any such
undrawn amounts under Letters of Credit denominated in an Alternate Currency).


 


Unfunded Current Liability
of any Plan shall mean the amount, if any, by which the actuarial present value
of the accumulated plan benefits under the Plan as of the close of its most
recent plan year, determined in accordance with actuarial assumptions at such
time consistent with Statement of Financial Accounting Standards No. 87,
exceeds the market value of the assets allocable thereto.


 


Unit shall have the
meaning given to such term in the U.S. Security Agreement.


 


Unit Certificates
shall mean certificates of title, certificates of ownership or other
registration certificates issued or required to be issued under the laws of any
State for any of the Rental Equipment owned or leased by the Borrower or any
Guarantor.


 


Unit Subsidiary
shall mean Willscot Equipment, LLC, a Delaware limited liability company.


 


Unit Subsidiary Management Agreement
shall mean the Unit Subsidiary Management Agreement, dated as of May 22,
1997, and as amended and restated as of the Effective Date (as defined in the
Existing Credit Agreement), between the Borrower and the Unit Subsidiary and
shall include any other management agreement entered into by the Borrower with
the Unit Subsidiary so long as all terms and conditions thereof are reasonably
acceptable to the Administrative Agent.


 


United States and U.S.
shall each mean the United States of America.


 


Unrestricted Subsidiary
shall mean each Foreign Subsidiary of Holdings that does not constitute a
Subsidiary of the Borrower or a Canadian Subsidiary.


 


Unused Line Fee
shall have the meaning provided in Section 4.6.


 


U.S. Credit Parties
shall mean each of Holdings, the Borrower and each Domestic Subsidiary that is
a Subsidiary Guarantor.


 


U.S. Pledge Agreement
shall have the meaning provided in Section 5.1(t).


 


U.S. Pledge Agreement Collateral
shall mean all “Collateral” as defined in the U.S. Pledge Agreement.


 


43





















 


U.S. Security Agreement
shall have the meaning given to such term in Section 5.1(d)(i).


 


U.S. Subsidiaries Guaranty
shall have the meaning given to such term in Section 5.1(s)(i).


 


U.S. Subsidiary Guarantor
shall mean (i) each Domestic Subsidiary of the Borrower in existence on
the Effective Date and (ii) each Domestic Subsidiary of the Borrower which
executes and delivers a counterpart of the U.S. Subsidiaries Guaranty after the
Effective Date pursuant to the requirements of Section 7.16.


 


Utilization shall
mean for any period the fraction, expressed as a percentage, (x) the
numerator of which is the gross book value of units of Rental Equipment of the
Qualified Credit Parties leased to customers at the end of such period and (y) the
denominator of which is the gross book value of units of Rental Equipment
owned, leased (as lessee) or held for sale or lease (as lessor) by the
Qualified Credit Parties at the end of such period, provided that any such new
Rental Equipment that is classified by any such Qualified Credit Party as
“equipment held for sale” in accordance with past practices shall be excluded
from the calculation of “utilization” under this definition so long as
(i) such Qualified Credit Party has received a firm purchase order or
binding commitment from its customer for such Rental Equipment and
(ii) such Rental Equipment will be sold upon completion of related
delivery and installation to such customer after such Qualified Credit Party’s
purchase thereof.


 


Wholly-Owned Canadian Subsidiary
shall mean, as to any Person, any Wholly-Owned Subsidiary of such Person that
is incorporated under the laws of Canada or any province thereof.  Unless otherwise qualified, all references to
a “Wholly-Owned Canadian Subsidiary” or to “Wholly-Owned Canadian Subsidiaries”
in this Credit Agreement shall refer to a Wholly-Owned Canadian Subsidiary or
Wholly-Owned Canadian Subsidiaries of the Borrower.


 


Wholly-Owned Domestic Subsidiary
shall mean, as to any Person, any Wholly-Owned Subsidiary of such Person that
is incorporated under the laws of the U.S., any State thereof, the United
States Virgin Islands or Puerto Rico. 
Unless otherwise qualified, all references to a “Wholly-Owned Domestic
Subsidiary” or to “Wholly-Owned Domestic Subsidiaries” in this Credit Agreement
shall refer to a Wholly-Owned Domestic Subsidiary or Wholly-Owned Domestic
Subsidiaries of the Borrower.


 


Wholly-Owned Subsidiary
shall mean, as to any Person, (i) any corporation 100% of whose capital
stock (other than director’s qualifying shares) is at the time owned by such
Person and/or one or more Wholly-Owned Subsidiaries of such Person and
(ii) any partnership, association, joint venture or other entity in which
such Person and/or one or more Wholly-Owned Subsidiaries of such Person has a
100% equity interest at such time. Unless otherwise qualified, all references
to a “Wholly-Owned Subsidiary” or to “Wholly-Owned Subsidiaries” in this Credit
Agreement shall refer to a Wholly-Owned Subsidiary or Wholly-Owned Subsidiaries
of the Borrower.


 


WSC shall mean
Williams Scotsman of Canada, Inc., a corporation organized under the laws of
the province of Ontario.


 


44





















 


WSC Ontario Assets
shall have the meaning given to such term in Section 11.19(d).


 


WSC Receivables
shall have the meaning given to such term in Section 11.19(d).


 


1.2           Accounting Terms and
Determinations.  Unless otherwise
defined or specified herein, all accounting terms used herein shall have the
meanings customarily given in accordance with GAAP, and all financial
computations to be made under this Credit Agreement shall, unless otherwise
specifically provided herein, be made in accordance with GAAP applied on a
basis consistent in all material respects with the Financial Statements
referred to in Section 6.10(b).  All
accounting determinations for purposes of determining compliance with
Sections 8.4, 8.9, 8.10 and 8.11 (and calculating the financial covenants
set forth in such sections) and calculating the Borrowing Base as set forth in
Section 2.2, the definitions directly or indirectly utilized in such
sections or otherwise used in determining such compliance or making such
calculation and the definitions of “Applicable Margin”, “Eligible Rental
Equipment” and “Eligible Accounts Receivable” shall be made in accordance with
GAAP as in effect on the Effective Date and applied on a basis consistent in
all material respects with the Financial Statements referred to in
Section 6.10(b).  Without limiting
the foregoing, if the Borrower or any of its Subsidiaries changes its
depreciation methodology after the Effective Date, such change shall not be
given effect for purposes of determining compliance with the Sections
referenced in the immediately preceding sentence or for making calculations of
the types described in the immediately preceding sentence.  The Financial Statements required to be
delivered hereunder from and after the Effective Date and all financial records
shall be maintained in accordance with GAAP as in effect as of the date of the
Financial Statements referred to in Section 6.10(b) or, if GAAP shall
change from the basis used in preparing the Financial Statements referred to in
Section 6.10(b), the certificates required to be delivered pursuant to Section 7.1
demonstrating compliance with the covenants contained herein shall include
calculations setting forth the adjustments necessary to demonstrate how the
Borrower is in compliance with the financial covenants based upon GAAP as
utilized in the Financial Statements referred to in Section 6.10(b).


 


1.3           Interpretive Provisions  (a). 
Terms not otherwise defined herein which are defined in the UCC as in
effect on the date hereof in the State of New York shall have the meanings
given them in such UCC.  The term “security
interest” includes a hypothec.


 


(b)           The words “hereof”,
“herein” and “hereunder” and words of similar import when used in this Credit
Agreement shall refer to this Credit Agreement as a whole and not to any
particular provision of this Credit Agreement, and references to Article,
Section, Schedule, Exhibit and like references are references to this Credit
Agreement unless otherwise specified.  In
the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including,” the words “to” and “until”
each mean “to but excluding” and the word “through” means “to and
including.”  The word “or” is not
exclusive.


 


(c)           An Event of Default
shall “continue” or be “continuing” until such Event of Default has been cured
or waived in accordance with Section 11.10 hereof.


 


(d)           Unless otherwise
expressly provided herein, (i) references to agreements (including this Credit
Agreement) and other contractual instruments shall be deemed to include


 


45





















 


all subsequent amendments, restatements, and
other modifications thereto, but only to the extent such amendments,
restatements, and other modifications are not prohibited by the terms of any
Credit Document, and (ii) references to any statute or regulation are to be
construed as including all statutory and regulatory provisions consolidating,
amending, replacing, supplementing, or interpreting the statute or regulation.


 


(e)           The captions and
headings of this Credit Agreement and the other Credit Documents are for
convenience of reference only and shall not affect the interpretation of this
Credit Agreement and the other Credit Documents.


 


(f)            This Credit
Agreement and the other Credit Documents may use several different limitations,
tests, or measurements to regulate the same or similar matters.  All such limitations, tests, and measurements
are cumulative and shall each be performed in accordance with their terms.


 


1.4           No Strict Construction.  This Credit Agreement and the other Credit
Documents are the result of negotiations among, and have been reviewed by
counsel to, each Agent, each Lender, each Co-Lead Arranger, and the Credit
Parties and are the products of all parties. 
Accordingly, this Credit Agreement and the other Credit Documents shall
not be construed against the Administrative Agent, the Syndication Agent, the
Collateral Agent, the Issuing Lender, the Lenders, or the Credit Parties merely
because of their respective involvement in their preparation.


 


1.5           Certain Provisions Regarding
Holdings. 
(a)  Notwithstanding anything to the contrary contained in
this Credit Agreement or any of the other Credit Documents, Holdings and the
Unrestricted Subsidiaries shall not be required to comply with any of the
covenants or other agreements set forth in Articles 7 and 8 (such
covenants, the “Holdings No-Compliance Covenants”); provided, that (i) if at
any time any of the Holding Company Requirements shall fail to be satisfied and
such failure shall continue for 20 or more consecutive days after the earlier
of (x) the date of the occurrence of such failure and (y) the date on
which the Borrower or Holdings receives written notice from an Agent of such
failure, then Holdings and the Unrestricted Subsidiaries shall, from and after
such 20th day and until all of the Holding Company Requirements are
again satisfied, comply with all of the Holdings No-Compliance Covenants and
(ii) Holdings (but not the Unrestricted Subsidiaries) shall comply with the
covenants contained in Schedule XVIII.


 


(b)           Holdings represents
and warrants to the Agents and the Lenders that on the Effective Date all of
the Holding Company Requirements are satisfied. 
Holdings shall promptly (and in any event within 3 Business Days after
obtaining knowledge thereof) notify the Administrative Agent of each occurrence
of any of the Holding Company Requirements no longer being satisfied.  Further, Holdings agrees that it shall
deliver to the Administrative Agent, not later than 45 days after the end of
each fiscal quarter of Holdings, a certificate of a Responsible Officer of
Holdings certifying that the Holding Company Requirements were satisfied at all
times during the fiscal quarter of the Borrower just ended or, if the Holding
Company Requirements were not so satisfied, certifying the requirements that
were not satisfied in reasonable detail and whether all of the Holding Company
Requirements have been satisfied on the date of such certificate.


 


46





















 


(c)           Nothing contained in
this Section 1.5 shall (x) relieve the Borrower or any of its
Subsidiaries from any obligation to timely comply with the covenants set forth
in Articles 7 and 8 or any other provisions applicable to such Persons in
any Credit Document or (y) affect any Default or Event of Default arising
from the failure of the Borrower or any of its Subsidiaries to so timely comply
with any such obligation.


 


ARTICLE 2


 


Amount and Terms of Credit


 


2.1           The Commitments and Loans.  (a)  Pursuant to the Existing
Credit Agreement, certain banks and other financial institutions made term
loans to the Borrower, the aggregate outstanding principal balance of which as
of the Effective Date is $205,776,241.50. 
The Borrower acknowledges and agrees that (i) pursuant to the Bank
Assignment Agreement, on the Effective Date, BofA and DBTCA purchased from the
other banks and other financial institutions party to the Existing Credit
Agreement the outstanding term loans made to the Borrower under the Existing
Credit Agreement held by such banks and other financial institutions, (ii) such
term loans purchased by BofA and DBTCA pursuant to the Bank Assignment
Agreement and the term loans made by BofA and DBTCA to the Borrower under the
Existing Credit Agreement and outstanding on the Effective Date, in an
aggregate outstanding principal amount of $151,974,511.95, shall, subject to
clause (iii) of the last sentence of Section 2.1(c), be deemed to constitute
term loans made under this Credit Agreement on the Effective Date (each, a
“Term Loan” and, collectively, the “Term Loans”), (iii) the Term Loans shall
initially be maintained as a single Borrowing of Base Rate Loans (subject to
the option to convert the Term Loans pursuant to Section 4.3) and (iv) a
portion of the Term Loans shall be assigned by BofA and DBTCA to certain of the
Lenders on the Effective Date pursuant to Section 2.12.  Once repaid, Term Loans may not be
reborrowed.  The Borrower hereby agrees
to execute and deliver to each Lender that requests same a Term Note in the
form of Exhibit A-1 to evidence the Term Loans made by such Lender or otherwise
owing to such Lender pursuant to the Bank Assignment Agreement or as provided
in Section 11.6 of this Credit Agreement.


 


(b)           [intentionally
omitted].


 


(c)           Subject to the terms
and conditions set forth in this Credit Agreement, on and after the Initial
Borrowing Date and to and excluding the Maturity Date, each Revolving Credit
Lender severally agrees to make revolving loans and advances to the Borrower
hereunder (the “Revolving Loans”). 
Subject to the provisions of this Credit Agreement, the Borrower may
borrow, repay (without penalty, except for breakage costs under
Section 4.5(b)) and re-borrow Revolving Loans, all in accordance with the
terms and conditions hereof.  On and
immediately after the occurrence of the Effective Date, the Revolving Credit
Commitment for each Lender shall be the amount set forth opposite such Lender’s
name in Schedule I hereto directly below the column entitled “Revolving Credit
Commitment” (as same may be (x) increased from time to time as a result of
the respective Lender furnishing Incremental Revolving Credit Commitment(s)
after the Effective Date and/or (y) reduced from time to time pursuant to
the terms of this Credit Agreement).  If
any Incremental Revolving Credit Commitments are provided after the Effective
Date, the Administrative Agent is authorized to make such changes to Schedule I
as are appropriate to reflect the revised Revolving Credit Commitments of the


 


47





















 


various Lenders.  The Borrower hereby agrees to execute and
deliver to each Lender that requests same a Revolving Note in the form of
Exhibit A-2 to evidence the Revolving Loans made by each such Lender or
otherwise owing to such Lender pursuant to the Bank Assignment Agreement or
Sections 2.12 or 11.6 of this Credit Agreement.  The Borrower acknowledges and agrees that
(i) the portion of the payment made on the Effective Date pursuant to
Section 3(a) of the Bank Assignment Agreement by BofA and DBTCA to or for
the account of certain of the other banks and other financial institutions
party to the Existing Credit Agreement with respect to the purchase of the
outstanding revolving loans made to the Borrower under the Existing Credit
Agreement held by such banks and other financial institutions shall be deemed
to constitute a Revolving Loan requested by and made to the Borrower on the
Effective Date in the amount of $101,828,278.82, (ii) the revolving loans
made by BofA and DBTCA under the Existing Credit Agreement outstanding on the
Effective Date shall be deemed to constitute a Revolving Loan requested by and
made to the Borrower on the Effective Date in the amount of the aggregate
outstanding principal balance of such revolving loans on the Effective Date,
(iii) the excess, if any, of (1) the aggregate of (x) the
portion of the payment made on the Effective Date pursuant to Section 3(a)
of the Bank Assignment Agreement by BofA and DBTCA to certain of the other
banks and other financial institutions party to the Existing Credit Agreement
with respect to the purchase of the outstanding term loans made to the Borrower
under the Existing Credit Agreement held by such banks and other financial
institutions and (y) the term loans made by BofA and DBTCA under the
Existing Credit Agreement outstanding on the Effective Date over
(2) $150,000,000, shall be deemed to constitute a Revolving Loan requested
by and made to the Borrower on the Effective Date in the amount of such excess
(and such excess portion shall no longer constitute term loans or Term Loans
hereunder), (iv) the Revolving Loans deemed requested and made on the
Effective Date pursuant to the foregoing clauses (i) through (iii) shall
initially be maintained as a single Borrowing of Base Rate Loans (subject to
the option to convert such Revolving Loans pursuant to Section 4.3) and
(v) a portion of the Revolving Loans deemed requested and made on the
Effective Date pursuant to the foregoing clauses (i) through (iii) shall
be assigned by BofA and DBTCA to the other Revolving Credit Lenders on the
Effective Date pursuant to Section 2.12.


 


(d)           So long as no
Default or Event of Default then exists or would result therefrom, the
Borrower, in consultation with the Administrative Agent, shall have the right
to request from time to time after the Syndication Date (for this purpose,
determined as if clause (x) contained in the definition of Syndication
Date were deleted) and prior to the Maturity Date that one or more Lenders
(and/or one or more other Persons which will become Lenders as provided below)
provide Incremental Revolving Credit Commitments and, subject to the terms and
conditions contained in this Credit Agreement, make Incremental Revolving
Loans, as the case may be, pursuant thereto; it being understood and agreed,
however, that:


 


(i)            no Lender shall be
obligated to provide an Incremental Revolving Credit Commitment as a result of
any such request by the Borrower, and until such time, if any, as such Lender
has agreed in its sole discretion to provide an Incremental Revolving Credit
Commitment and executed and delivered to the Administrative Agent an
Incremental Commitment Agreement as provided in clause (e)(i) of this
Section 2.1, such Lender shall not be obligated to fund any Incremental
Revolving Loans;


 


48





















 


(ii)           any Lender (or, in
the circumstances contemplated by clause (v) below, any other Person which
will qualify as an Eligible Transferee) may so provide an Incremental Revolving
Credit Commitment without the consent of any other Lender;


 


(iii)          the Incremental
Revolving Credit Commitments provided pursuant to this clause (d) shall be
in a minimum aggregate amount (for all Lenders (including in the circumstances
contemplated by clause (v) below, Eligible Transferees who will become
Lenders)) of at least $5,000,000 and in integral multiples of $1,000,000 in
excess thereof,


 


(iv)          the aggregate amount
of all Incremental Revolving Credit Commit­ments permitted to be provided
pursuant to this Section 2.1 shall not exceed $150,000,000;


 


(v)           if, after the
Borrower has requested the then existing Lenders (other than Defaulting
Lenders) to provide Incremental Revolving Credit Commitments pursuant to this
clause (d), the Borrower has not received Incremental Revolving Credit
Commitments in an aggregate amount equal to that amount of Incremental
Revolving Credit Commitments which the Borrower desires to obtain pursuant to
such request (as set forth in the notice provided by the Borrower as provided
below), then the Borrower may request Incremental Revolving Credit Commitments
from Persons which would qualify as Eligible Transferees hereunder in an
aggregate amount equal to such defici­ency, provided that (x) any
such Incremental Revolving Credit Commitment provided by any such Eligible
Transferee shall be in a minimum amount (for such Eligible Transferee) of at
least $1,000,000, (y) the fees to be paid to such Eligible Transferee
shall be no greater than those paid (or which were offered) to the then
existing Lenders providing (or which were requested to provide) the respective
requested Incremental Revolving Credit Commitments and (z) the consent of
the Administrative Agent shall be required with respect to each Person (not an
existing Lender) which provides any Incremental Revolving Credit Commitment,
such consent not to be unreasonably withheld;


 


(vi)          the consent of each
Issuing Lender to each Lender providing an Incremental Revolving Credit
Commitment (whether an existing or new Lender) shall be required, which
consents shall not be unreasonably withheld;


 


(vii)         each Lender agreeing
to provide an Incremental Revolving Credit Commitment pursu­ant to an
Incremental Commitment Agreement shall, subject to the satisfaction of the
relevant conditions set forth in this Agreement, make revolving loans and
advances (each, an “Incremental Revolving Loan” and, collectively, the “Incremental
Revolving Loans”) to the Borrower as specified in such Incremental
Commitment Agreement and such Incremental Revolving Loans shall thereafter be
deemed to be Revolving Loans for all purposes of this Credit Agreement and the
other Credit Documents;


 


(viii)        Incremental
Revolving Loans to be made pursuant to such Incremental Commitment Agreement
shall mature on the Maturity Date and shall bear interest at the same rates (i.e.,
have the same Applicable Margins) applicable to other Revolving Loans; and


 


49





















 


(ix)           all actions by the
Borrower pursuant to this clause (d) shall be taken in coordination with
the Administrative Agent.


 


(e)           In connection with
the Incremental Revolving Credit Commitments to be provided pur­suant to
preceding clause (d):


 


(i)            the Borrower, the
Administrative Agent and each such Lender or other Eligible Transferee which
agrees to provide an Incremental Revolving Credit Commitment (each such Lender
or Eligible Transferee, an “Incremental Revolving Credit Lender”) shall
execute and deliver to the Administrative Agent (with a copy to the Borrower)
an Incremental Commitment Agreement substantially in the form of Exhibit R
(appropriately completed), with the effectiveness of such Incremental Revolving
Credit Lender’s Incremental Revolving Credit Commitment to occur upon the
delivery of such Incremental Commitment Agreement to the Administrative Agent,
the obtaining of the consents required by Section 2.1(d) (v) and/or (vi),
if and to the extent required pursuant to said clauses, the payment of any fees
required in connection therewith (including, without limitation, any fees
payable pursuant to clause (ii) below) and the satisfaction of any other
conditions precedent that may be set forth in such Incremental Commitment
Agreement;


 


(ii)           Holdings, the
Borrower and its Subsidiaries shall have delivered such amendments,
modifications and/or supplements to the Collateral Documents as are necessary
or, in the reasonable opinion of the Administrative Agent, desirable to ensure
that the additional Obligations to be incurred pursuant to the Incremental
Revolving Credit Commitments are secured by, and entitled to the benefits of,
the Collateral Documents;


 


(iii)          the Administrative
Agent shall receive an acknowl­edgment from the Credit Parties that the
Incremental Revolving Loans to be incurred pursuant to such Incremental
Revolving Credit Commitments are entitled to the benefits of the Guaranties and
the Collateral Documents, together with resolu­tions executed by (x) the
Borrower, authorizing the incurrence of such Incremental Revolving Loans
pursuant to such Incremental Revolving Credit Commitments and (y) each
other Credit Party, stating that the Incremental Revolving Loans to be incurred
pursuant to such Incremental Revolving Credit Commitments are entitled to
benefits of the Guaranties and the Collateral Documents;


 


(iv)          the Borrower shall
deliver to the Administrative Agent an opinion or opinions, in form and
substance reasonably satisfactory to the Administrative Agent, from counsel to
the Borrower reasonably satisfactory to the Administrative Agent and dated the
date of such Incremental Commitment Agreement, covering such of the matters set
forth in the opinions of counsel delivered to the Administrative Agent on the
Initial Borrowing Date pursuant to Section 5.1(c) and such other matters
as the Administrative Agent may reasonably request, including non-contravention
of the Senior Secured Notes Documents and the Senior Unsecured Notes Documents;


 


50





















 


(v)           on the date of the
making of such Incremental Revolving Loans, same shall be added to (and form
part of) each Borrowing of outstanding Revolving Loans on a pro  rata
basis (based on the relative sizes of the various outstanding Borrowings), so
that each Lender will participate proportionately in each then outstanding
Borrowing of Revolving Loans, and so that the existing Lenders continue to have
the same participation (by amount) in each Borrowing as they had before the
making of the new Incremental Revolving Loans; and


 


(vi)          the Administra­tive
Agent shall promptly notify each Lender as to the effectiveness of each
Incremental Commitment Agreement, and shall deliver to each Lender a copy of
same, and (i) at such time Schedule I shall be deemed modified to reflect
the Incremental Revolving Credit Commitments of such Incremental Revolving
Lenders and (ii) to the extent requested by such Incremental Revolving
Lenders, Revolving Notes will be issued, at the Borrower’s expense, to such
Incremental Revolving Lenders, to reflect the Incremental Revolving Loans made
by such Incremental Revolving Lenders or such Incremental Revolving Lender, as
the case may be.


 


To the extent the provisions above contained in clause (e) (v)
above require that Lenders making Incremental Revolving Loans add same to then
outstanding Borrowings of Eurodollar Rate Loans, it is acknowledged that the
effect thereof may result in such new Incremental Revolving Loans having short
Interest Periods (i.e., an Interest Period that began during an Interest
Period then applicable to outstanding Eurodollar Rate Loans and which will end
on the last day of such Interest Period). 
In connection therewith, the Borrower may agree, in the respective
Incremental Commitment Agreement, to compensate the Lenders making the new
Incremental Revolving Loans for funding Eurodollar Rate Loans during an
existing Interest Period on such basis as may be agreed by the Borrower and
such respective Lender or Lenders.


 


2.2           Determination of Borrowing Base
for Revolving Loans; etc. 
(a)  Subject to Section 2.2(c) and Section 2.3(c),
Revolving Loans shall not in aggregate principal amount at any time outstanding
exceed, when added to the Letter of Credit Obligations at such time, the least
of:


 


(i)            the Total Revolving
Credit Commitments as then in effect minus reserves established pursuant
to the second sentence of clause (b) below; or


 


(ii)           the amount then
equal to:


 


(A)          the
Adjusted Net Book Value Percentage of all Eligible Rental Equipment. plus


 


(B)           85%
of Eligible Accounts Receivable, minus


 


(C)           the
aggregate principal amount of Term Loans outstanding at such time, minus


 


(D)          the
aggregate principal amount of Senior Secured Notes then outstanding, minus


 


51





















 


(E)           reserves
established pursuant to the first sentence of clause (b) below; or


 


(iii)          the maximum amount
of Revolving Outstandings that are permitted to be outstanding at such time
pursuant to the Senior Secured Notes Indenture and the Senior Unsecured Notes
Indenture.


 


The amount calculated in accordance with clause (i) above is
hereinafter referred to as the “Net Total Revolving Credit Commitments”.  The amount calculated in accordance with
clause (ii) above is hereinafter referred to as the “Borrowing Base”.


 


(b)           The Administrative
Agent shall in the exercise of its Permitted Discretion (x) at any time be
entitled to (i) establish and increase or decrease reserves against
Eligible Accounts Receivable and Eligible Rental Equipment and (ii) impose
additional restrictions (or eliminate the same) to the standards of “Eligible
Accounts Receivable” and “Eligible Rental Equipment” and (y) at any time
after the Effective Date be entitled to reduce the advance rates under
Section 2.2(a)(ii)(A) or (B) or restore such advance rates to any level
equal to or below the advance rates stated in Section 2.2(a)(ii)(A) or
(B).  In addition, the Administrative
Agent shall at any time be entitled to establish and increase or decrease
reserves against the Total Revolving Credit Commitments that represent amounts
the Administrative Agent in its reasonable judgment believes any of the
Administrative Agent or the Collateral Agent may be required to expend or may
deem advisable to expend (x) in connection with the preservation,
protection, collection or realization of Collateral or (y) in connection
with any obligation, agreement or undertaking of any Credit Party set forth in
this Credit Agreement or any of the other Credit Documents.  The Administrative Agent shall provide the
Borrower with not less than five (5) Business Days written notice prior to
adding any new type of reserve against the Total Revolving Credit Commitments; provided,
that no such notice shall be required if a new type of reserve is added during
the continuance of an Event of Default. 
The Administrative Agent may, but shall not be required to, rely on each
Borrowing Base Certificate and any other schedules or reports delivered to it
in connection herewith in determining the then eligibility of Accounts and
Rental Equipment.  Reliance thereon by
the Administrative Agent from time to time shall not be deemed to limit the
right of the Administrative Agent to revise advance rates or standards of
eligibility as provided in this Section 2.2(b).


 


(c)           The Borrowing Base
will be computed monthly and a Borrowing Base Certificate presenting the
computation thereof will be delivered promptly to the Administrative Agent as
set forth in Section 7.1(e). 
Notwithstanding anything to the contrary contained herein, the
Administrative Agent shall be satisfied that on the Effective Date and after
giving effect to all Credit Events on such date and after giving effect to the
effectiveness of the assignments and transfers contemplated by the Bank
Assignment Agreement, the Borrower shall be able to incur additional Revolving
Outstandings, after giving effect to all Credit Events on the Effective Date,
of $100,000,000 in compliance with the applicable restrictions contained in
Section 2.2(a).


 


2.3           Borrowing Mechanics.  (a)  Except as provided in
Section 2.3(b) or (c), Borrowings shall be made on notice from the
Borrower to the Administrative Agent, given not later than 1:00 P.M.
(New York City time) on the date on which the proposed Borrowing
consisting of Base Rate Loans is requested to be made and on the third Business
Day prior to the


 


52





















 


date on which any proposed
Borrowing consisting of Eurodollar Rate Loans is requested to be made.


 


(i)            Each Notice of
Borrowing shall be given by either telephone, telecopy, telex, facsimile or
cable, and, if by telephone, confirmed in writing, substantially in the form of
Exhibit B-1 (the “Notice of Borrowing”), appropriately completed to
specify the aggregate principal amount of the Revolving Loans to be made
pursuant to such Borrowing, the date of such Borrowing (which shall be a
Business Day) and whether the Revolving Loans being made pursuant to such
Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Rate
Loans and, if Eurodollar Rate Loans, the initial Interest Period to be
applicable thereto.  The Administrative
Agent shall promptly give each Revolving Credit Lender notice of such proposed
Borrowing, of such Lender’s proportionate share thereof and of the other
matters required by the second immediately preceding sentence to be specified
in the Notice of Borrowing.  Each Notice
of Borrowing shall be irrevocable by and binding on the Borrower.


 


(ii)           The Borrower shall
notify the Administrative Agent in writing of the names of the officers
authorized to request Revolving Loans on behalf of the Borrower, and shall
provide the Administrative Agent with a specimen signature of each such
officer.  The Administrative Agent shall
be entitled to rely conclusively on such officers’ authority to request
Revolving Loans on behalf of the Borrower until the Administrative Agent
receives written notice to the contrary. The Administrative Agent shall have no
duty to verify the authenticity of the signature appearing on any Notice of
Borrowing or other writing delivered pursuant to this Section 2.3(a) and,
with respect to an oral request for Revolving Loans, the Administrative Agent
shall have no duty to verify the identity of any individual representing
himself as one of the officers authorized to make such request on behalf of the
Borrower.  Neither the Administrative
Agent nor any of the Lenders shall incur any liability to the Borrower as a
result of acting upon any telephonic notice referred to in this
Section 2.3(a) which notice the Administrative Agent believes in good
faith to have been given by a duly authorized officer or other individual
authorized to request Revolving Loans on behalf of the Borrower or for
otherwise acting reasonably and in good faith under this Section 2.3(a)
and, upon the funding of Revolving Loans by the Lenders in accordance with this
Credit Agreement, pursuant to any such telephonic notice, the Borrower shall be
deemed to have made a Borrowing of such Revolving Loans hereunder.


 


(iii)          In a Notice of
Borrowing, the Borrower may request one or more Borrowings on a single
day.  Each such Borrowing shall be in an
aggregate amount for all Lenders of not less than $1,000,000 in the case of
Eurodollar Rate Loans.  Unless otherwise
requested in the applicable Notice of Borrowing, all Revolving Loans shall be
Base Rate Loans.  All Term Loans and
Revolving Loans made (or deemed made) on the Effective Date shall initially be
Base Rate Loans and thereafter may be continued as Base Rate Loans or converted
into Eurodollar Rate Loans, in the manner provided in Section 4.3(b).  The right of the Borrower to choose Eurodollar
Rate Loans is subject to the provisions of Section 2.3(a)(v) and 4.3(c).


 


53





















 


(iv)          Upon the
Administrative Agent’s receipt of one or more Notices of Borrowing with respect
to the Revolving Loans to be made on any given date, the Administrative Agent
shall give each Lender prompt notice by telephone or facsimile transmission of
such Notice of Borrowing.  Subject to the
reasonable determination by the Administrative Agent that the applicable
conditions for borrowing contained in Article 5 are satisfied, each
Revolving Credit Lender shall make available to the Administrative Agent at the
Payment Office its Revolving Credit Proportionate Share of the aggregate amount
of Revolving Loans to be made on such date, in immediately available funds no
later than 3:00 P.M. New York City time on such date.  Notwithstanding the foregoing, Incremental
Revolving Loans to be made on any date shall be made in accordance with the
relevant provisions of Section 2.1. 
Unless the Administrative Agent receives contrary written notice prior
to (unless the Initial Borrowing Date is the date of such Borrowing, in which
case no later than 11:00 A.M. (New York City time) on the Initial
Borrowing Date) the date of any Borrowing, it is entitled to assume that each
Revolving Credit Lender will make available the amounts specified above and, in
reliance upon such assumption, but without any obligation to do so, the
Administrative Agent may advance such amounts on behalf of the Revolving Credit
Lenders (with the Revolving Credit Lenders being obligated to the
Administrative Agent for any such advances in accordance with the provisions of
Section 2.4).


 


(v)           Notwithstanding the
foregoing, prior to the Syndication Date, Loans may only be incurred and
maintained as, and/or Converted into, Eurodollar Rate Loans as long as such
Loans, together with all other outstanding Eurodollar Rate Loans, are subject
to a one-month Interest Period which, in each case, begins and ends on the same
day, with the first of such Interest Periods not to begin prior to the third
Business Day following the Initial Borrowing Date.


 


(b)           The Borrower has
informed the Administrative Agent that it has a checking account (such checking
account, together with any other checking accounts established as contemplated
in the last sentence of this clause (b) collectively, the “Disbursement
Account”) with BofA for general corporate purposes, including the purpose
of paying trade payables and other operating expenses.  The Lenders hereby authorize the
Administrative Agent and, so long as the conditions for Borrowing in
Article 5 remain satisfied, the Administrative Agent on behalf of the
Lenders may but shall not be obligated to make Revolving Loans to cover the
amount of checks presented for payment and other disbursements from the
Disbursement Account.  Such Borrowings
shall be of Base Rate Loans only and will at no time exceed the amount
available for the Borrowing of Revolving Loans under Section 2.2 (as
determined in good faith by the Administrative Agent).  The Borrower may open additional checking
accounts with financial institutions satisfactory to the Administrative Agent
so long as each such checking account constitutes a Deposit Account (as defined
in the U.S. Security Agreement) and is subject to a Control Agreement as
provided in the U.S. Security Agreement.


 


(c)           In the event the
Borrower is unable to comply with (i) the Borrowing Base limitations set
forth in Section 2.2(a)(ii) or (ii) the conditions precedent to the
making of a Revolving Loan or the issuance of a Letter of Credit set forth in
Section 5.2, the Lenders authorize the Administrative Agent, for the
account of the Lenders, to make Revolving Loans (the “Agent Advances”)
to the Borrower for a period commencing on the date the Administrative


 


54





















 


Agent first receives a Notice of Borrowing
requesting an Agent Advance until the earlier of (i) the date the Borrower
is again able to comply with the Borrowing Base limitations and the conditions
precedent to the making of Revolving Loans and issuance of Letters of Credit,
or obtains an amendment or waiver with respect thereto or (ii) the date
the Required Lenders instruct the Administrative Agent to cease making Agent
Advances (in each case, the “Agent Advance Period”).  The Administrative Agent shall not make any
Agent Advance (i) to the extent that at such time the amount of such Agent
Advance when added to the aggregate outstanding amount of other Agent Advances
would exceed the lesser of (x) the remainder of the Total Revolving Credit
Commitments at such time less the Revolving Outstandings at such time
and (y) 5% of the Revolving Outstandings at the time of the first request
for an Agent Advance during the related Agent Advance Period or (ii) if
the Administrative Agent believes that the making of the respective Agent
Advance may cause a violation of the relevant provisions of the Senior
Unsecured Notes Indenture or the Senior Secured Notes Indenture (it being
understood and agreed that the Administrative Agent may, but shall not be
required to, require such officer’s certificates and/or opinions of counsel
from the Borrower to the effect that no such violation of the Senior Unsecured
Notes Indenture or the Senior Secured Notes Indenture shall occur as a result
of the making of the respective Agent Advance). 
It is understood and agreed that, subject to the requirements set forth
above, Agent Advances may be made by the Administrative Agent in its discretion
and that the Borrower shall have no right to require that any Agent Advances be
made.  Agent Advances will be subject to
periodic settlement with the Lenders under Section 2.4.


 


2.4           Settlements Among the
Administrative Agent and the Lenders. 
(a)  Except as provided in Section 2.4(b), the
Administrative Agent shall give to each Revolving Credit Lender prompt notice
of each Notice of Borrowing by telecopy, telex, facsimile or cable.  No later than 3:00 P.M. (New York City
time) on the date of each Borrowing representing the incurrence of Revolving
Loans (each, a “RL Borrowing Date”), each Lender with a Revolving Credit
Commitment will make available, from the account of its Applicable Lending
Office, to the Administrative Agent at its Payment Office, in immediately
available funds, for the account of the Borrower, its Revolving Credit
Proportionate Share of such Borrowing. 
To the extent the Lenders have made such amounts available to the
Administrative Agent as provided above, the Administrative Agent will make the
aggregate of such amounts available to the Borrower by 4:00 P.M., New York
time, on the respective RL Borrowing Date in accordance with this
Section 2.4 and in like funds received by the Administrative Agent.  Unless the Administrative Agent shall have
been notified by any Lender prior to the date of such Borrowing that such
Lender does not intend to make available to the Administrative Agent its
portion of such Borrowing to be made on such date, the Administrative Agent may
assume that such Lender will make such amount available to the Administrative
Agent at its Payment Office on such date of Borrowing, or, if applicable, the
Settlement Date and the Administrative Agent, in reliance upon such assumption,
may but shall not be obligated to make available the amount of the Borrowing to
be provided by such Lender.  Except as
provided in Section 2.4(b) and subject to Section 2.4(e), promptly
after its receipt of payments from or on behalf of the Borrower (other than
amounts payable to the Administrative Agent to reimburse the Administrative
Agent, the Collateral Agent and the Issuing Lender for fees and expenses
payable solely to them), the Administrative Agent will cause such payments to
be distributed ratably to the applicable Lenders.


 


55





















 


(b)           Unless the Required
Lenders have instructed the Administrative Agent to the contrary, the
Administrative Agent on behalf of the Lenders may but shall not be obligated to
make Base Rate Loans under Section 2.3 without prior notice of the
proposed Borrowing to the Lenders, as follows:


 


(i)            The amount of each
Revolving Credit Lender’s Revolving Credit Propor­tionate Share of outstanding
Revolving Loans shall be computed weekly (or more frequently in the
Administrative Agent’s discretion) and shall be adjusted upward or downward on
the basis of the amount of outstanding Revolving Loans as of 5:00 P.M.
(New York City time) on the last Business Day of the period specified by
the Administrative Agent (such date, the “Settlement Date”).  The Administrative Agent shall deliver to
each of the Revolving Credit Lenders promptly after the Settlement Date a
summary statement of the amount of outstanding Revolving Loans for such
period.  The Revolving Credit Lenders
shall transfer to the Administrative Agent, or, subject to Section 2.4(e),
the Administrative Agent shall transfer to the Revolving Credit Lenders, such
amounts as are necessary so that (after giving effect to all such transfers)
the amount of Revolving Loans made by each Revolving Credit Lender shall be
equal to such Revolving Credit Lender’s Revolving Credit Proportionate Share of
the aggregate amount of Revolving Loans outstanding as of such Settlement
Date.  If the summary statement is
received by the Revolving Credit Lenders prior to 12:00 Noon (New York
City time) on any Business Day, each Revolving Credit Lender shall make the
transfers described above in immediately available funds no later than 3:00
P.M. (New York City time) on the day such summary statement was received;
and if such summary statement is received by the Lenders after 12:00 Noon
(New York City time) on such day, each Revolving Credit Lender shall make
such transfers no later than 3:00 P.M. (New York City time) on the next
succeeding Business Day.  The obligation
of each of the Revolving Credit Lenders to transfer such funds shall be
irrevocable and unconditional and without recourse to or warranty by the
Administrative Agent.  Each of the
Administrative Agent and the Revolving Credit Lenders agree to mark their
respective books and records on the Settlement Date to show at all times the
dollar amount of their respective Revolving Credit Proportionate Shares of the
outstanding Revolving Loans.


 


(ii)           To the extent that
the settlement described above shall not yet have occurred, upon any repayment
of Revolving Loans by the Borrower, the Administrative Agent may apply such
amounts repaid directly to the amounts made available by the Administrative
Agent pursuant to this Section 2.4(b).


 


(iii)          Because the
Administrative Agent on behalf of the Revolving Credit Lenders may be advancing
and/or may be repaid Revolving Loans prior to the time when the Revolving
Credit Lenders will actually advance and/or be repaid Revolving Loans, interest
with respect to Revolving Loans shall be allocated by the Administrative Agent
to each Revolving Credit Lender and the Administrative Agent in accordance with
the amount of Revolving Loans actually advanced by and repaid to each Revolving
Credit Lender and the Administrative Agent and shall accrue from and including
the date such Revolving Loans are so advanced to but excluding the date such
Revolving Loans are either repaid by the Borrower in accordance with
Section 2.5 or actually settled by the applicable Lender as described in
this Section 2.4(b).


 


56





















 


(c)           If a Lender (such a
Lender, a “Defaulting Lender”) fails to make available to the
Administrative Agent its Proportionate Share of any Loans (including Agent
Advances) made available by the Administrative Agent on such Lender’s behalf,
or fails to make available any other amount owing by it to the Administrative
Agent and the Administrative Agent has made such amount available to the
Borrower, the Administrative Agent shall be entitled to recover such amount on
demand from such Defaulting Lender.  If
such Defaulting Lender does not pay such amount forthwith upon the
Administrative Agent’s demand therefor, the Administrative Agent shall promptly
notify the Borrower and the Borrower shall promptly (but in any event no later
than five Business Days after such demand) pay such amount (to the extent not
paid by the Defaulting Lender) to the Administrative Agent.  The Administrative Agent shall also be
entitled to recover from such Defaulting Lender or the Borrower, as the case
may be, (x) interest on such amount in respect of each day from the date
such corresponding amount was made available by the Administrative Agent to the
Borrower to the date such amount is recovered by the Administrative Agent, at a
rate per  annum equal to either (i) if paid by such
Defaulting Lender, the overnight Federal Funds Rate for the first three days
and at the interest rate otherwise applicable to such Loans for each day
thereafter or (ii) if paid by the Borrower, the then applicable rate of
interest, calculated in accordance with Section 4.1 or Section 4.2
hereof, plus (y) in each case, an amount equal to any costs
(including reasonable legal expenses) and losses incurred as a result of the
failure of such Defaulting Lender to provide such amount as provided in this
Credit Agreement; provided, however, that the Administrative
Agent shall not be entitled to demand payment by the Borrower of any amount
under clause (y) above unless demand therefor has been made of the
Defaulting Lender and not paid within five Business Days of such demand.  Nothing herein shall be deemed to relieve any
Lender from its duty to fulfill its obligations hereunder or to prejudice any
rights which the Borrower may have against any Lender as a result of any default
by such Lender hereunder, including, without limitation, the right of the
Borrower to seek reimbursement from any Defaulting Lender for any amounts paid
by the Borrower under clause (y) above on account of such Defaulting
Lender’s default.


 


(d)           The failure of any
Lender to fund its Proportionate Share of any Loan (including Agent Advances)
required to be made by it as part of any Borrowing shall not relieve any other
Lender of its obligation, if any, hereunder to fund its Proportionate Share of
such Loan on the date of such Borrowing, or relieve the Lender who failed to
make such amount available to subsequently repay such amount, or relieve any
Lender (including the Lender that failed to make such amount available) of its
obligation hereunder to make its ratable portion of any Borrowing available as
part of any subsequent Loans, but no Lender shall be responsible for the
failure of any other Lender to fund its Proportionate Share of a Loan.


 


(e)           Notwithstanding
anything contained herein to the contrary, so long as any Revolving Credit
Lender is a Defaulting Lender or has rejected or repudiated its Revolving
Credit Commitment, the Administrative Agent shall not be obligated to transfer
to such Lender any payments made by the Borrower to the Administrative Agent
for the benefit of such Lender (excluding such payments made in respect of the
Term Loans); and such Lender shall not be entitled to the sharing of any
payments (excluding such payments made in respect of the Term Loans) pursuant
to Section 2.10.  Amounts which
would have been payable to such Lender in the absence of the immediately
preceding sentence shall instead be paid to the Administrative Agent.  The Administrative Agent may hold and, in its
discretion, re-lend to the Borrower the amount of all such payments received by
it for such Lender.  For purposes of
voting or consenting to


 


57





















 


matters with respect to the Credit Documents,
each Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s
Revolving Credit Commitment (and related Outstandings) and Term Loan
Outstandings, as applicable, shall be deemed to be zero.  This Section 2.4(e) shall remain
effective with respect to such Defaulting Lender until (x) the Obligations
under this Credit Agreement shall have been paid in full to the Administrative
Agent and/or the Lenders other than the Defaulting Lender or (y) the
Required Lenders, the Administrative Agent and the Borrower shall have waived
such Defaulting Lender’s default in writing. 
No Commitment of any Lender shall be increased or otherwise affected,
and performance by the Borrower shall not be excused, by the operation of this
Section 2.4(e).


 


2.5           Mandatory and Voluntary Payments:
Mandatory and Voluntary Reduction of Commitments.


 


(a)           Maturity of Term
Loans.  The Borrower shall repay the
outstanding principal balance of the Term Loans, together with all accrued and
unpaid interest thereon, on the Maturity Date or earlier as herein provided
(including, without limitation, pursuant to this Section 2.5).


 


(b)           Voluntary Prepayment
of Term Loans.  Subject to
Section 2.5(c) and the last sentence of this Section 2.5(b), the
Borrower may, without premium or penalty, prepay Term Loans by giving the
Administrative Agent at least (x) one Business Day’s prior written notice
in the case of Term Loans constituting Base Rate Loans and (y) at least
three Business Days’ notice in the case of Term Loans constituting Eurodollar
Loans (which notice the Administrative Agent shall promptly transmit to each
Term Loan Lender), provided that, in the case of Term Loans constituting
Eurodollar Rate Loans, any payment required to be made pursuant to
Section 4.5(b) as a result of such prepayments shall have been, or shall
concurrently therewith be, made.  Unless
the aggregate Term Loan Outstandings are to be prepaid in full, voluntary
prepayments of the Term Loans shall be in an aggregate minimum amount of
$1,000,000 and in increments of $500,000 in excess of such amount.  Each voluntary prepayment shall permanently
reduce the Term Loan Outstandings of each Term Loan Lender ratably in
accordance with its Term Loan Proportionate Share.  Any notice of prepayment given to the
Administrative Agent under this Section 2.5(b) shall specify the date
(which shall be a Business Day) of prepayment, the aggregate principal amount
of the prepayment and the Types of Term Loans to be prepaid, and in the case of
Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which
made.  When notice of prepayment is
delivered as provided herein, the principal amount of the Term Loans specified
in the notice shall become due and payable on the prepayment date specified in
such notice.  Notwithstanding anything to
the contrary contained above, unless the Required Lenders otherwise
specifically consent in writing thereto (or the Revolving Credit Termination
Date has occurred or will occur concurrently with such prepayment), no
voluntary prepayment of Term Loans may be made pursuant to this
Section 2.5(b) unless, after giving effect thereto, Excess Availability is
at least $50,000,000.


 


(c)           No Readvance of
Term Loans.  Any repayment or
prepayment of all or any portion of the principal amount of the Term Loans
shall constitute a permanent reduction in the Term Loan Outstandings and may
not be readvanced to the Borrower.


 


58





















 


(d)           Mandatory Payment
of Revolving Loans.  Revolving Loans
shall be due and payable without any demand at any time that the aggregate
balance of Revolving Loans and all Letter of Credit Obligations outstanding at
such time exceeds the lesser of the Borrowing Base then in effect and the Net
Total Revolving Credit Commitments then in effect, in the amount of such
excess, provided that (i) no such payment shall be required
pursuant to the foregoing clause as a result of a Borrowing Base Deficiency
during an Agent Advance Period (although to the extent the amount of Revolving
Outstandings exceeds the amount permitted to be outstanding pursuant to the
Senior Unsecured Notes Indenture or the Senior Secured Notes Indenture or to
the extent there exists an excess over the Net Total Revolving Credit
Commitments then in effect, each such payment shall be required to be made
immediately and whether or not an Agent Advance Period is in existence),
(ii) if the then aggregate outstanding principal amount of Revolving Loans
is less than such excess (it being understood and agreed that such excess shall
be calculated after giving effect to the foregoing clause (i)), Letters of
Credit will be required to be cash collateralized (to the satisfaction of the
Collateral Agent) in the amount of such difference and (iii) if the sum of
the aggregate outstanding principal amount of Revolving Loans and the cash
collateralized Letters of Credit is less than such excess, Term Loans will be
required to be repaid in the amount of such difference.


 


(e)           Termination and
Reductions of Commitments.


 


(i)            The Total
Commitments (and the Commitment of each Lender) shall terminate on
July 15, 2005, unless the Initial Borrowing Date shall have occurred on or
before such date.


 


(ii)           [intentionally
omitted].


 


(iii)          [intentionally
omitted].


 


(iv)          On the earlier of
(x) the Maturity Date and (y) unless the Required Lenders otherwise
consent in writing, the date on which a Change of Control occurs, the Total Revolving
Credit Commitments (and the Revolving Credit Commitment of each Revolving
Credit Lender) shall terminate.


 


(v)           On each date upon
which a mandatory repayment of Term Loans pursuant to Section 2.5(i), (j), (k)
or (l) is required (and exceeds in amount the aggregate principal amount of
Term Loans then outstanding) or would be required if Term Loans were then
outstanding, the Total Revolving Credit Commitments shall be permanently
reduced by the amount, if any, by which the amount required to be applied
pursuant to said Sections (determined as if an unlimited amount of Term Loans
were actually outstanding) exceeds the aggregate principal amount of Term Loans
then outstanding.


 


(f)            Voluntary
Prepayment of Revolving Loans.  In
addition to the transfers and distributions of funds required pursuant to
Section 2.6, the Borrower shall have the right to prepay the Revolving
Loans, without premium or penalty, in whole or in part at any time and from
time to time on the following terms and conditions:  (i) the Borrower shall give the
Administrative Agent prior to 12:00 Noon (New York City time) (x) at
least one Business Day’s prior written notice (or telephonic notice promptly
confirmed in writing) of its intent to prepay


 


59





















 


Base Rate Loans and (y) at least three
Business Days’ prior written notice (or telephonic notice promptly confirmed in
writing) of its intent to prepay Eurodollar Rate Loans, the amount of such
prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar
Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which
notice the Administrative Agent shall promptly transmit to each of the Lenders;
and (ii) prepayments of Eurodollar Rate Loans made on a day other than the
last day of an Interest Period applicable thereto shall be accompanied by any
amounts owing pursuant to Section 4.5(b).


 


(g)           Apportionment and
Application of Payments and Reductions to Total Commitments.


 


(i)            With respect to
each repayment of Loans pursuant to this Section 2.5, the Borrower may
designate the Types of Loans which are to be repaid and the specific
Borrowing(s) pursuant to which made; provided that (i) if
Eurodollar Rate Loans are repaid on a day that is other than the last day of an
Interest Period applicable thereto, such repayment shall be accompanied by any
amounts owing pursuant to Section 4.5(b); (ii) if any partial
prepayment of Eurodollar Rate Loans made pursuant to any Borrowing shall reduce
the outstanding Eurodollar Rate Loans made pursuant to such Borrowing to an
amount less than $1,000,000, then such Borrowing may not be continued as a
Borrowing of Eurodollar Rate Loans and any election of an Interest Period with
respect thereto given by the Borrower shall have no force or effect; and
(iii) each repayment of any Loans made pursuant to a Borrowing shall,
except as provided in Section 2.4(e) and (in the case of Term Loans)
subject to the provisions of Section 2.5(n), be applied pro  rata
among the Lenders that made such Loans. 
If the Borrower is required to repay any Eurodollar Rate Loans as a
result of the application of Section 2.5(i), (j), (k) or (l) and such
prepayment will result in the Borrower being required to pay breakage costs
under Section 4.5(b) (any such Eurodollar Rate Loans, “Affected Loans”),
the Borrower may elect, by written notice to the Administrative Agent, to have
the provisions of the following sentence be applicable.  At the time any Affected Loans are otherwise
required to be prepaid the Borrower may elect to deposit 100% (or such lesser
percentage elected by the Borrower as not being immediately repaid) of the
principal amounts that otherwise would have been paid in respect of the
Affected Loans with the Administrative Agent to be held as security for the obligations
of the Borrower hereunder for a period not to exceed 60 days pursuant to a cash
collateral agreement to be entered into in form and substance satisfactory to
the Administrative Agent, with such cash collateral to be released from such
cash collateral account (and applied to repay the principal amount of such
Eurodollar Rate Loans) upon each occurrence thereafter of the last day of an
Interest Period applicable to Eurodollar Rate Loans of the respective Tranche
(or such earlier date or dates as shall be requested by the Borrower), with the
amount to be so released and applied on the last day of each Interest Period to
be the amount of such Eurodollar Rate Loans (excluding any such Eurodollar Rate
Loans which are Term Loans to the extent the respective Term Loan Lenders have
waived their rights to receive such payment in accordance with the provisions
of Section 2.5(n)) to which such Interest Period applies (or, if less, the
amount remaining in such cash collateral account); provided that on the
90th day after the deposit thereof, any amount remaining from the respective
deposit pursuant to the cash collateral account shall be applied to repay
outstanding Loans which would otherwise have been repaid in the absence of this
sentence.  In the absence of a


 


60





















 


designation by the Borrower as described in the first sentence of this
clause (g)(i), each repayment of Loans pursuant to Section 2.5 shall
be applied first to the payment of Base Rate Loans and second to the payment of
Eurodollar Rate Loans in the order of the Interest Periods applicable thereto
soonest to end.  If there is more than
one Eurodollar Rate Loan maturing on any one date, then, in the absence of
contrary instructions from the Borrower, (i) if such Eurodollar Rate Loans
bear interest at different rates, payment shall be applied to the Eurodollar
Rate Loans bearing the higher rate of interest and (ii) if such Eurodollar
Rate Loans bear interest at the same interest rate, payment shall be applied to
whichever Eurodollar Rate Loan the Administrative Agent shall select in its
sole discretion.


 


(ii)           Any reduction to
the Total Revolving Credit Commitments pursuant to this Section 2.5 shall
reduce the Revolving Credit Commitment of each of the Revolving Credit Lenders pro
rata (based on each Revolving Credit Lender’s Revolving Credit
Proportionate Share).


 


(iii)          Any prepayment of
Term Loans pursuant to this Section 2.5 and Section 7.10 shall
permanently reduce the Term Loan Outstandings of each Term Loan Lender ratably
in accordance with its Term Loan Proportionate Share.


 


(h)           Voluntary
Reduction of Revolving Credit Commitments. 
The Borrower may permanently reduce or terminate the unutilized Total
Revolving Credit Commitments at any time and from time to time in whole or in
part upon at least three Business Days’ prior written notice to the
Administrative Agent; provided, however, that each such reduction must be in an
amount not less than $250,000 (and in increments of $50,000 if in excess
thereof); and provided further, that (i) if the Borrower seeks to reduce
the Total Revolving Credit Commitments to an amount less than $10,000,000, then
the Total Revolving Credit Commitments shall be reduced to zero and
(ii) once reduced, the amount of any such reductions in the Total
Revolving Credit Commitments may not be reinstated.


 


(i)            Mandatory
Commitment Reductions and Prepayments Relating to Issuances of Debt.  In addition to any other mandatory repayments
or commitment reductions pursuant to this Section 2.5, but subject to
Section 2.5(o), on the date of the receipt of any cash proceeds by
Holdings, the Borrower or any of their respective Subsidiaries from the
incurrence of Indebtedness by Holdings, the Borrower or any of their respective
direct or indirect Subsidiaries (other than Indebtedness permitted to be
incurred under Section 8.3 as in effect on the Effective Date), an amount
equal to 100% of the Net Debt Proceeds therefrom shall be applied to repay
outstanding Term Loans in accordance with the requirements of
Section 2.5(g)(iii).


 


(j)            Mandatory
Prepayments Relating to Asset Sales. 
In addition to any other mandatory repayments or commitment reductions
pursuant to this Section 2.5, but subject to Section 2.5(o), on each
date after the Effective Date upon which Holdings, the Borrower or any of their
respective Subsidiaries receives any cash proceeds from any Asset Sale
(including capital stock and securities held by any such Person, but excluding
(i) Asset Sales so long as, and to the extent that, the aggregate amount
of Net Sale Proceeds from all Asset Sales excluded pursuant to this
clause (i) during the respective fiscal year of the Borrower in which the
Net Sale


 


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Proceeds are received does not exceed $7,500,000,
(ii) sales of Rental Equipment in the ordinary course of business and
consistent with past practices, (iii) sales or other dispositions of
assets which do not constitute Collateral, and (iv) sales of Real Property
under Section 8.1(k), to the extent that the Borrower has delivered a
certificate to the Administrative Agent on or prior to such date stating that
it intends to reinvest the Net Sale Proceeds therefrom in Inventory,
replacement equipment, Rental Equipment, or property and equipment as the case
may be, within 180 days after the respective date of sale or disposition or, in
lieu thereof, commit to so invest such Net Sale Proceeds within 180 days after
such date of sale and actually expend the funds pursuant to such commitment
within 365 days after such date of sale or disposition), an amount equal to
100% of the Net Sale Proceeds from such Asset Sale shall be applied to repay
outstanding Term Loans in accordance with the requirements of
Section 2.5(g)(iii); provided that to the extent any Net Sale Proceeds are
not required to be applied pursuant to this Section 2.5(j) as a result of
clause (iv) contained in the parenthetical above, then (x) on the
180th day after the date of the respective sale or disposition, the Net Sale Proceeds
of the respective sale or disposition shall be applied as otherwise required by
this Section 2.5(j) to the extent not actually used or committed to be
used as contemplated by said clause (iv) by such 180th day and (y) on
the 365th day after the date of the respective sale or disposition, any Net
Sale Proceeds of the respective sale or disposition shall be applied as
otherwise required by this Section 2.5(j) to the extent same were
committed to be used within 180 days after the respective date of sale or other
disposition but were not in fact used by such 365th day as contemplated by said
clause (iv).


 


(k)           Mandatory
Prepayments Relating to Equity Issuances. 
In addition to any other mandatory repayments or commitment reductions
pursuant to this Section 2.5, but subject to Section 2.5(o), on each
date after the Effective Date upon which (x) Holdings receives any cash
proceeds from any Public Equity Offering or (y) the Borrower or any
Subsidiary of Holdings or the Borrower receives any cash proceeds from any
Equity Issuance by the Borrower or any Subsidiary of Holdings or the Borrower,
an amount equal to the Applicable Equity Recapture Percentage of the Net Equity
Proceeds therefrom shall be applied to repay outstanding Term Loans in
accordance with the requirements of Section 2.5(g)(iii).


 


(l)            Mandatory
Prepayments Relating to Casualty Losses. 
In addition to any other mandatory repayments pursuant to this
Section 2.5, but subject to Section 2.5(o), to the extent Holdings,
the Borrower or their respective Subsidiaries receives proceeds from a Casualty
Loss, such proceeds shall, to the extent provided in Section 7.10, be
applied to repay Term Loans in accordance with the requirements of Section
2.5(g)(iii).


 


(m)          Maturity Date;
Change of Control.  Upon the earlier
of (i) the Maturity Date and (ii) unless the Required Lenders
otherwise consent in writing, the date on which a Change of Control occurs, all
then outstanding Loans shall be repaid in full.


 


(n)           Special
Application Provisions Regarding Term Loans.  So long as any Term Loans remain outstanding
and so long as (and to the extent that) the Total Revolving Credit Commitments
remain in effect, any amounts required to be applied as mandatory repayments to
the Term Loans pursuant to Sections 2.5(i), (j), (k) and (l) shall be
deposited with the Administrative Agent on the date the respective payment is
otherwise required to be made and, unless the Borrower has already furnished
the Administrative Agent at least three Business Days’ prior written notice of
the respective prepayment and amount thereof, the Administrative


 


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Agent shall not apply such amount to repay
outstanding Term Loans until the third Business Day after its receipt of such
amounts.  Prior thereto, the Administrative
Agent shall give each Term Loan Lender notice of the amount of the respective
repayment to be made to its Term Loans pursuant to the provisions of said
Section 2.5(i), (j), (k) or (l), as the case may be.  Such amount shall be applied to repay the outstanding
Term Loans of the various Term Loan Lenders in accordance with the provisions
of this Section 2.5 on the date of receipt of such payment (if at least
three Business Days’ notice had previously been given to the Term Loan Lenders
of such prepayment by the Borrower) or on the third Business Day after the
Administrative Agent’s receipt thereof; provided that, by written notice of any
Term Loan Lender delivered to the Administrative Agent at least one Business
Day before the date the respective repayment is actually applied to outstanding
Term Loans, any Term Loan Lender may decline to receive its share of the amount
which would otherwise have been applied to its outstanding Term Loans, in which
case such declined amount shall instead be applied to the repayment of
Revolving Loans and as a mandatory reduction of the Total Revolving Credit
Commitments in the amount of such repayment of Revolving Loans in accordance
with the requirements of Section 2.5(g)(ii).


 


(o)           Certain Payment
Provisions Not Applicable to Holdings. 
The provisions of Sections 2.5(i), (j), (k) and (l) shall not be
applicable to Holdings or any of its Subsidiaries (other than the Borrower and
Subsidiaries of the Borrower) at any time (and only during such time) that the
Holding Company Requirements (as defined in Section 1.5) are satisfied.


 


2.6           Payments and Computations.  (a)  The Borrower shall make each
payment hereunder and under the Notes not later than 1:00 P.M.
New York City time on the day when due in Dollars to the Administrative
Agent at its Payment Office in immediately available funds.  The Borrower’s obligations to the Lenders
with respect to such payments shall be discharged by making such payments to
the Administrative Agent pursuant to this Section 2.6.


 


(b)           (i)  The
Borrower and each of its Subsidiaries that is a U.S. Credit Party shall each,
along with the Collateral Agent and financial institutions selected by the
Borrower and acceptable to the Administrative Agent (the “Collection Banks”),
enter into and maintain an agreement substantially in the form of Exhibit C-1
(if the relevant Collection Bank is the Collateral Agent in its individual
capacity) or, for any Collection Bank which is not the Collateral Agent in its
individual capacity, such other form as may be acceptable to the Collateral
Agent (each such agreement, with such changes as may be agreed to by the
Collateral Agent and as modified, amended or supplemented from time to time, a
“Collection Bank Agreement” and, collectively, the “Collection Bank
Agreements”).  The Borrower and each
of its Subsidiaries that is a U.S. Credit Party shall instruct all account
debtors on the Accounts of the Borrower or such Subsidiary, as the case may be,
to remit all payments to the applicable “P.O. Boxes” or “Lockbox Addresses” (as
defined in the applicable Collection Bank Agreement) which remittances shall be
collected by the applicable Collection Bank and deposited in the applicable
Collection Account.  All amounts received
by the Borrower and each of its Subsidiaries that is a U.S. Credit Party from
any account debtor, in addition to all other cash received from any other
source, shall, subject to the requirements of Sections 8.16 and 8.17, upon
receipt be deposited into a Collection Account.


 


(ii)           The Borrower and
its relevant Subsidiaries may close Collection Accounts and/or open new
Collection Accounts with the prior written consent of the Administrative Agent


 


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and subject to prior execution and delivery
to the Administrative Agent of Collection Bank Agreements consistent with the
provisions of this Section 2.6 and in form and substance satisfactory to
the Administrative Agent.


 


(c)           Upon the terms and
subject to the conditions set forth in the Collection Bank Agreements, all available
amounts held in the Collection Accounts shall be wired by the close of each
Business Day into an account maintained by BofA (the “Concentration Account”)
established pursuant to a concentration account agreement entered into between
the Borrower and the Collateral Agent in such form as may be acceptable to the
Collateral Agent (the “Concentration Account Agreement”).


 


(d)           All available
amounts held in the Concentration Account shall be distributed and applied on a
daily basis in the following order (in each case, to the extent the
Administrative Agent has actual knowledge of the amounts owing or outstanding
as described below):  (1) first,
to pay outstanding Expenses (including any amounts relating to any Bank
Products (other than Hedge Agreements)) actually due and payable to the
Administrative Agent and/or the Collateral Agent under any of the Credit
Documents (provided that, in the case of Expenses attributable to
services provided by third party accountants, consultants, advisors and other
professionals retained by the Administrative Agent, the Collateral Agent or any
of their respective Affiliates, same are invoiced to the Borrower or to the
Administrative Agent, the Collateral Agent or the respective Affiliate, with a
copy of said invoice provided to the Borrower), to pay indemnities (including
any amounts relating to any Bank Products (other than Hedge Agreements))
actually due and payable to the Administrative Agent and/or the Collateral
Agent under any Credit Document and to repay or prepay outstanding Revolving
Loans advanced by the Administrative Agent on behalf of the Lenders pursuant to
Sections 2.3 and 2.4(b); (2) second, to the extent all amounts
referred to in preceding clause (1) have been paid in full, to pay all
outstanding Expenses and indemnities actually due and payable to the Issuing
Lender under any of the Credit Documents; (3) third, to the extent
all amounts referred to in preceding clauses (1) and (2) have been paid in
full, to pay (on a ratable basis) all accrued and unpaid interest actually due
and payable on the Loans and all accrued and unpaid Fees actually due and
payable to the Administrative Agent, the Collateral Agent, the Issuing Lenders
and the Lenders under any of the Credit Documents; (4) fourth, to
the extent all amounts referred to in preceding clauses (1) through (3),
inclusive, have been paid in full, to prepay (on a ratable basis) all
outstanding principal on the Revolving Loans (whether or not then due and
payable and with such application to be made, first, to outstanding Base Rate
Loans and, second, to outstanding Eurodollar Rate Loans); and (5) fifth,
to the extent all amounts referred to in preceding clauses (1) through
(4), inclusive, have been paid in full, to pay (on a ratable basis) all other
outstanding Obligations (including payment of any other Obligations relating to
Bank Products) due and payable under any of the Credit Documents.


 


(e)           Each of the Canadian
Subsidiaries shall, along with the Collateral Agent and one or more financial
institutions selected by such Canadian Subsidiaries and acceptable to the
Administrative Agent, enter into and maintain an agreement (or agreements)
substantially in the form of Exhibit C-3 or such other form as Canadian counsel
for the Collateral Agent may suggest with respect to any Canadian Subsidiary or
as may otherwise be acceptable to the Collateral Agent (each such agreement,
with such changes as may be agreed to by the Collateral


 


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Agent and as modified, amended
or supplemented from time to time, the “Canadian Bank Control Agreement”
and, collectively, the “Canadian Bank Control Agreements”).


 


2.7           Maintenance of Account.  The Administrative Agent shall maintain an
account on its books in the name of the Borrower in which the Borrower will be
charged with all loans and advances made by the Lenders to the Borrower
pursuant to the Commitments or otherwise owing by the Borrower under this
Credit Agreement or any Notes as a result of the Bank Assignment Agreement or
Sections 2.12 or 11.6 of this Credit Agreement or for the Borrower’s
account, including the Loans, the Letter of Credit Obligations, and the Fees,
Expenses and any other Obligations relating thereto.  The Borrower will be credited, in accordance
with Section 2.6 above, with all amounts received by the Lenders from the
Borrower or from others for the Borrower’s account, including, as set forth
above, all amounts received by the Administrative Agent in payment of Accounts
and applied to the Obligations.  In no
event shall prior recourse to any Accounts or other Collateral be a
prerequisite to the Administrative Agent’s right to demand payment of any
Obligation upon its maturity.  Further,
the Administrative Agent shall have no obligation whatsoever to perform in any
respect any of the Borrower’s or any of its Subsidiaries contracts or
obligations relating to the Accounts.


 


2.8           Statement of Account.  After the end of each month the
Administrative Agent shall send the Borrower a statement accounting for the
charges, loans, advances and other transactions occurring among and between the
Administrative Agent, the Revolving Credit Lenders, the Issuing Lender and the
Borrower during that month.  The monthly
statements shall, absent manifest error, be an account stated, which is final,
conclusive and binding on the Borrower.


 


2.9           Taxes.  (a)  All payments made by the
Borrower hereunder, under any Note, or under any other Credit Document will be
made without setoff, counterclaim or other defense.  Except as provided in Section 2.9(c),
all such payments will be made free and clear of, and without deduction or
withholding for, any present or future taxes, levies, imposts, duties, fees,
assessments or other charges of whatever nature now or hereafter imposed by any
jurisdiction or by any political subdivision or taxing authority thereof or
therein with respect to such payments (but excluding, except as provided in the
second succeeding sentence, any tax imposed on or measured by the net income or
net profits (or any branch profits taxes or franchise taxes imposed in lieu of
net income taxes) of the Administrative Agent or a Lender pursuant to the laws
of the jurisdiction in which the Administrative Agent or such Lender, as the
case may be, is organized or the jurisdiction in which the principal office of
such Lender or the Administrative Agent or the Applicable Lending Office of
such Lender is located or any subdivision or taxing authority thereof or
therein) and all interest, penalties or similar liabilities with respect
thereto (all such non-excluded taxes, levies, imposts, duties, fees,
deductions, withholdings, charges, assessments or other liabilities being
referred to collectively as “Taxes”). 
If any Taxes are so levied or imposed, the Borrower agrees to pay the
full amount of such Taxes, and such additional amounts as may be necessary so
that every payment of all amounts due hereunder, under any Note, or under any
other Credit Document, after withholding or deduction for or on account of any
Taxes, will not be less than the amount provided for herein or in such Note or
such other Credit Document.  If any
amounts are payable in respect of Taxes pursuant to the preceding sentence, the
Borrower agrees to reimburse each Lender, upon the written request of such
Lender, for taxes imposed on or measured by the net income or net profits (or
any branch profits taxes or franchise 


 


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taxes imposed in lieu of net
income taxes) of such Lender pursuant to the laws of the jurisdiction in which
the Administrative Agent or such Lender is organized or incorporated or in
which the principal office or Applicable Lending Office of such Lender is
located or of any political subdivision or taxing authority thereof or therein
and for any withholding of income or similar taxes as such Lender shall
determine are payable by, or withheld from, such Lender in respect of such
amounts so paid to or on behalf of such Lender pursuant to this or the
preceding sentence.  The Borrower will
furnish to the Administrative Agent within 45 days after the date the payment
of any Taxes, or any withholding or deduction on account thereof, is due
pursuant to applicable law certified copies of tax receipts evidencing such
payment by the Borrower.  The Borrower
will indemnify and hold harmless the Administrative Agent and each Lender, and
reimburse the Administrative Agent or such Lender upon its written request, on
an after-tax basis (as described in the second preceding sentence), for the
amount of any Taxes so levied or imposed and paid or withheld by the
Administrative Agent or such Lender.  A
certificate prepared in good faith as to the amount of such payment by such
Lender or the Administrative Agent shall, absent manifest error, be prima facie
evidence of such amount.


 


(b)           Each Lender that is
not a United States person (as such term is defined in Section 7701(a)(30)
of the Code) for U.S. Federal income tax purposes agrees to deliver to the
Borrower and the Administrative Agent on or prior to the Effective Date, or in
the case of a Lender that is an assignee or transferee of an interest under
this Credit Agreement pursuant to Section 11.6 or an Incremental Revolving
Credit Lender pursuant to Section 2.1 (unless the respective Lender was already
a Lender hereunder immediately prior to such assignment or transfer or becoming
an Incremental Revolving Credit Lender, as the case may be), on the date of
such assignment or transfer to such Lender or the date such Lender becomes an
Incremental Revolving Credit Lender, as the case may be, (i) two accurate
and complete original signed copies of Internal Revenue Service Form W-8ECI or
Form W-8BEN (with respect to a complete exemption under an income tax treaty)
(or successor forms) certifying to such Lender’s entitlement as of such date to
a complete exemption from United States withholding tax with respect to
payments to be made under this Credit Agreement and under any Note or
(ii) if the Lender is not a “bank” within the meaning of
Section 881(c)(3)(A) of the Code and cannot deliver either Internal
Revenue Service Form W-8ECI or Form W-8BEN (with respect to a complete
exemption under an income tax treaty) pursuant to clause (i) above,
(x) a certificate substantially in the form of Exhibit D (any such
certificate, a “Section 2.9(b)(ii) Certificate”) and (y) two
accurate and complete original signed copies of Internal Revenue Service Form
W-8BEN (with respect to the portfolio interest exemption) (or successor form)
certifying to such Lender’s entitlement as of such date to a complete exemption
from United States withholding tax with respect to payments of interest to be
made under this Credit Agreement and under any Note.  In addition, each Lender agrees that from
time to time after the Effective Date, when a lapse in time or change in
circumstances renders the previous certification obsolete or inaccurate in any
material respect, it will, if then permitted under applicable law, deliver to
the Borrower and the Administrative Agent two new accurate and complete
original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN
(with respect to the benefits of any income tax treaty), or Form W-8BEN (with
respect to the portfolio interest exemption) and a Section 2.9(b)(ii)
Certificate, as the case may be, and such other forms as may be required in
order to confirm or establish the entitlement of such Lender to a continued
exemption from or reduction in United States withholding tax with respect to
payments under this Credit Agreement and any Note, or it shall immediately
notify the Borrower and the Administrative Agent of its inability to deliver


 


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any such Form or Certificate, in which case
such Lender shall not be required to deliver any such Form or Certificate
pursuant to this Section 2.9(b). 
Notwithstanding anything to the contrary contained in
Section 2.9(a), but subject to Section 11.6 and the immediately
succeeding sentence, (x) the Borrower shall be entitled, to the extent it
is required to do so by law, to deduct or withhold income or similar taxes
imposed by the United States (or any political subdivision or taxing authority
thereof or therein) from interest, fees or other amounts payable hereunder for
the account of any Lender which is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax
purposes to the extent that such Lender has not provided to the Borrower U.S.
Internal Revenue Service Forms that establish a complete exemption from, or
reduced rate of, such deduction or withholding and (y) the Borrower shall
not be obligated pursuant to Section 2.9(a) to make any additional
payments to a Lender pursuant to the third and fourth sentences of
Section 2.9(a) (the “Gross-Up Payments”) (i) if such Lender
has not provided to the Borrower the Internal Revenue Service Forms required to
be provided to the Borrower pursuant to this Section 2.9(b) or
(ii) in the case of a payment, other than interest, to a Lender described
in clause (ii) above, to the extent that such Forms do not establish a
complete exemption from, or reduced rate of, withholding of such taxes.  Notwithstanding anything to the contrary
contained in the preceding sentence or elsewhere in this Section 2.9 and
except as set forth in Section 11.6, the Borrower agrees to pay additional
amounts and to indemnify each Lender in the manner set forth in
Section 2.9(a) (without regard to the identity of the jurisdiction
requiring the deduction or withholding) in respect of any Taxes deducted or
withheld by it as described in the immediately preceding sentence as a result
of any changes after the Effective Date in any applicable law, treaty,
governmental rule, regulation, guideline or order, or in the interpretation
thereof, relating to the deducting or withholding of such Taxes.


 


(c)           If the Borrower pays
any additional amount under this Section 2.9 to a Lender and such Lender
determines in its sole discretion that it has actually received or realized in
connection therewith any refund or any reduction of, or credit against, its Tax
liabilities in or with respect to the taxable year in which the additional
amount is paid (a “Tax Benefit”), such Lender shall pay to the Borrower
an amount that the Lender shall, in its sole discretion, determine is equal to
the net benefit, after tax, which was obtained by the Lender in such year as a
consequence of such refund, reduction or credit, provided that (i) any
Lender may determine, in its sole discretion consistent with the policies of
such Lender, whether to seek a Tax Benefit; (ii) any Taxes that are
imposed on a Lender as a result of a disallowance or reduction (including
through the expiration of any tax credit carryover or carryback of such Lender
that otherwise would not have expired) of any Tax Benefit with respect to which
such Lender has made a payment to the Borrower pursuant to this
Section 2.9(c) shall be treated as a Tax for which the Borrower is
obligated to indemnify such Lender pursuant to this Section 2.9 without
any exclusions or defenses; (iii) nothing in this Section 2.9(c)
shall require the Lender to disclose any confidential information to the
Borrower (including, without limitation, its tax returns); and (iv) no
such refund, reduction or credit shall be made at any time when an Event of
Default exists and is continuing.


 


2.10         Sharing of Payments.  If any Lender shall obtain any payment
(whether voluntary, involuntary, through the exercise of any right of set-off
or otherwise) on account (x) of the Revolving Loans made by it or its
participation in Letters of Credit in excess of its Revolving Credit
Proportionate Share of payments on account of the Revolving Loans or Letters


 


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of Credit obtained by all the Lenders (other
than any Lender that has waived its share in writing), or interest thereon,
such Lender shall forthwith purchase from the other Revolving Credit Lenders,
such participation in the Revolving Loans made by them or in their
participation in Letters of Credit as shall be necessary to cause such
purchasing Lender to share the excess payment ratably with each of them, or
(y) the Term Loans made by it in excess of its Term Loan Proportionate
Share of payments on account of the Term Loans obtained by all the Lenders
(other than any Lender that has waived its share in writing or pursuant to
Section 2.5(n)), or interest thereon, such Lender shall forthwith purchase
from the other Term Loan Lenders such participation in the Term Loans made by
them as shall be necessary to cause such purchasing Lender to share the excess
payment ratably with each of them; provided, however, that if all
or any portion of such excess payment is thereafter recovered from such
purchasing Lender, such purchase from each Lender with Obligations of the
respective Tranche shall be rescinded and each such Lender shall repay to the
purchasing Lender the purchase price to the extent of such recovery together
with an amount equal to such Lender’s ratable share (according to the
proportion of (i) the amount of such Lender’s required repayment to
(ii) the total amount so recovered from the purchasing Lender) of any
interest or other amount paid or payable by the purchasing Lender in respect to
the total amount so recovered.  The
Borrower agrees that any Lender so purchasing a participation from another Lender
pursuant to this Section 2.10 may, to the fullest extent permitted by law,
exercise all of its rights of payment (including the right of set-off) with
respect to such participation as fully as if such Lender were the direct
creditor of the Borrower in the amount of such participation.


 


2.11         Bank Products.  Any Credit Party (other than Holdings) may
obtain Bank Products from BofA or any of BofA’s Affiliates or, subject to the
definition of Bank Products, another Lender or any of such Lender’s Affiliates,
although no Credit Party is required to do so. 
To the extent Bank Products are provided by an Affiliate of BofA or of
another Lender, the Borrower agrees, and the relevant Credit Party (if other
than the Borrower) shall agree, to indemnify and hold the Administrative Agent,
BofA and the other Lenders harmless from any and all costs and obligations now
or hereafter incurred by any of the Lenders or Agents which arise from any
indemnity given by BofA or another Lender to its Affiliates related to such Bank
Products; provided, however, nothing contained herein is intended
to limit any Credit Party’s rights, with respect to BofA, another Lender or
their respective Affiliates, if any, that arise as a result of the execution of
documents by and between such Credit Party and BofA, another Lender or their
respective Affiliates that relate to Bank Products.  The agreement contained in this
Section 2.11 shall survive termination of this Credit Agreement.  The Borrower acknowledges and agrees that the
obtaining of Bank Products from BofA, another Lender or any of their respective
Affiliates (a) is in the sole and absolute discretion of BofA, such other
Lender or the applicable Affiliate, as the case may be, and (b) is subject
to all rules and regulations of BofA, such other Lender or such Affiliate.


 


2.12         Assignment and Assumption on
Effective Date. 
(a)  Effective upon the effectiveness of the amendment and
restatement of the Existing Credit Agreement as contemplated hereby (but prior
to the making of any financial accommodations on the Initial Borrowing Date
other than those deemed made pursuant to Section 2.1(a) and the last
sentence of Section 2.1(c) (the time of such effectiveness under this
Section 2.12(a), the “Assignment Effective Time”), each of BofA and
DBTCA (each an “Assignor”) hereby sells, transfers and assigns to each
of the other Lenders party to this Credit Agreement on the Initial Borrowing
Date


 


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(each an “Assignee”),
and each Assignee hereby purchases, assumes and undertakes from each Assignor,
without recourse and without representation or warranty (except as provided in
this Section 2.12), (1) such Assignee’s Revolver Percentage (as
defined below) of (A) the revolving credit commitment of such Assignor
under the Existing Credit Agreement immediately after giving effect to the
transactions contemplated by the Bank Assignment Agreement, each of the
Revolving Loans of such Assignor, the obligations of such Assignor relating to
Letters of Credit (including, without limitation, any obligation to participate
in Letters of Credit) with respect to such revolving credit commitment of such
Assignor and all other obligations of such Assignor as a Revolving Credit
Lender with respect to such revolving credit commitment of such Assignor, in
each instance, under this Credit Agreement as in effect immediately prior to
the assignments and assumptions contemplated by this Section 2.12 and
(B) all related rights, benefits, obligations, liabilities and indemnities
of such Assignor under and in connection with this Credit Agreement as in
effect immediately prior to the assignments and assumptions contemplated by
this Section 2.12 (for each Assignor, the foregoing with respect to all
Assignees collectively, its “Assigned Revolver Interest” and
collectively for both Assignors, the “Assigned Revolver Interests”) and
(2) such Assignee’s Term Loan Percentage (as defined below) of (A) the
Term Loans of such Assignor and all other obligations of such Assignor as a
Term Loan Lender, in each instance, under this Credit Agreement as in effect
immediately prior to the assignments and assumptions contemplated by this
Section 2.12 and (B) all related rights, benefits, obligations,
liabilities and indemnities of such Assignor under and in connection with this
Credit Agreement as in effect immediately prior to the assignments and
assumptions contemplated by this Section 2.12 (for each Assignor, the
foregoing with respect to all Assignees collectively, its “Assigned Term
Loan Interest” and collectively for both Assignors, the “Assigned Term
Loan Interests” and for each Assignor, together with its Assigned Revolver
Interest, its “Assigned Interest” and collectively for both Assignors,
together with the Assigned Revolver Interests, the “Assigned Interests”);
it being the intention of the parties hereto that immediately after giving
effect to the assignments and assumptions contemplated by this
Section 2.12 (together with the agreement, if any, of any Lender to
provide any additional revolving credit commitments hereunder on the Initial
Borrowing Date) each Lender shall have the Revolving Credit Commitment and Term
Loan Outstandings as set forth on Schedule I hereto.  “Revolver Percentage” of any Assignee
with respect to a particular Assignor shall mean such percentage of the
revolving credit commitment of such Assignor under the Existing Credit
Agreement immediately after giving effect to the transactions contemplated by
the Bank Assignment Agreement such that immediately after giving effect to the
above assignments and assumptions (together with the agreement, if any, of any
Lender to provide any additional revolving credit commitments hereunder on the
Initial Borrowing Date) each of the Lenders has the Revolving Credit Commitment
set forth on Schedule I hereto.  “Term
Loan Percentage” of any Assignee with respect to a particular Assignor
shall mean such percentage of the Term Loans held by such Assignor pursuant to
Section 2.1(a) immediately prior to the assignments and assumptions
contemplated by this Section 2.12 such that immediately after giving
effect to the above assignments and assumptions each of the Lenders has the
Term Loan Outstandings set forth on Schedule I hereto.  The Administrative Agent shall determine the
Revolver Percentage and Term Loan Percentage of each Assignee with respect to a
particular Assignor.


 


(b)           With effect on and
after such assignments and assumptions, each Assignee shall be a party to this
Credit Agreement and shall succeed to all of the rights and be obligated to perform
all of the obligations of a Lender under this Agreement, including the
requirements


 


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concerning confidentiality and the payment of
indemnification, with a Revolving Credit Commitment and Term Loan Outstandings
in the respective amounts set forth on Schedule I hereto.  Each Assignee agrees that it will perform in
accordance with their terms all of the obligations which by the terms of this
Credit Agreement are required to be performed by it as a Lender.  It is the intent of the parties hereto that
the Revolving Credit Commitment of each Assignor in effect immediately prior to
the assignments and assumptions contemplated by this Section 2.12 shall,
as of the Assignment Effective Time, be reduced such that its Revolving Credit
Commitment hereunder (after giving effect to the agreement, if any, of such
Assignor to provide any additional revolving credit commitments hereunder on
the Initial Borrowing Date) shall be as set forth on Schedule I hereto and
each Assignor shall relinquish its rights and be released from its obligations
under this Credit Agreement in effect immediately prior to the assignments and
assumptions contemplated by this Section 2.12 to the extent such
obligations have been assumed by the Assignees under this Section 2.12;
provided, however, neither Assignor shall relinquish its rights under any
indemnities in its favor under this Credit Agreement or the Existing Credit
Agreement to the extent such rights relate to the time prior to the Assignment
Effective Time.


 


(c)           Immediately after
giving effect to the assignments and assumptions set forth in this
Section 2.12 (together with the agreement, if any, of any Lender to
provide any additional revolving credit commitments hereunder on the Initial
Borrowing Date), the Revolving Credit Commitment and Term Loan Outstandings of
each Lender will be as set forth on Schedule I hereto.  Each Lender hereby acknowledges and agrees
that its Revolving Credit Commitment, immediately after giving effect to the
assignments and assumptions set forth in this Section 2.12 and the
agreement, if any, of such Lender to provide any additional revolving credit
commitments hereunder on the Initial Borrowing Date, is as set forth on
Schedule I hereto.


 


(d)           As consideration for
the sales, assignments and transfers contemplated in this Section 2.12,
each Assignee shall on the Initial Borrowing Date pay to the Administrative
Agent for the account of each Assignor (which shall promptly distribute such
payment to such Assignor) in immediately available funds an amount equal to the
aggregate amount of Loans assigned by such Assignor to such Assignee pursuant
to this Section 2.12.  The
Administrative Agent shall notify each Assignee of the amount of such payment
to be made to the Administrative Agent.


 


(e)           Any interest, fees
and other payments accrued prior to the Initial Borrowing Date with respect to
each Assigned Interest shall be for the account of the respective
Assignor.  Any interest, fees and other
payments accrued on and after the Initial Borrowing Date with respect to each
Assigned Interest shall be for the account of the respective Assignee.  Each Assignor and Assignee agrees that it
will hold in trust for the other party any interest, fees and other amounts
which it may receive to which the other party is entitled pursuant to the
preceding two sentences and pay to the other party any such amounts which it
may receive promptly upon receipt.


 


(f)            Each Assignee (i)
acknowledges that it has received a copy of this Credit Agreement and the
Schedules and Exhibits hereto, together with copies of the most recent
financial statements of Holdings and its Subsidiaries and of the Borrower and
its Subsidiaries, and such other documents and information as it has deemed appropriate
to make its own credit


 


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and legal analysis and decision
to enter into this Credit Agreement and the assignments and assumptions
contemplated by this Section 2.12; and (ii) agrees that it will, independently
and without reliance upon either Assignor, any Agent or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit and legal decisions in taking or not
taking action under this Credit Agreement.


 


(g)           Each Assignor
represents and warrants to each Assignee that (i) it is the legal and
beneficial owner of the portion of its Assigned Interest being assigned by it
to such Assignee under this Section 2.12 and that such portion of its Assigned
Interest is free and clear of any Lien or other adverse claim created by or
through it; (ii) it is duly organized and existing and it has the full
power and authority to take, and has taken, all action necessary to execute and
deliver this Credit Agreement and to fulfill its obligations hereunder
(including, without limitation, those in this Section 2.12); (iii) no
notices to, or consents, authorizations or approvals of, any Person are
required (other than any already given or obtained) for its due execution,
delivery and performance of this Credit Agreement, and no further action by, or
notice to, or filing with, any Person is required of it for such execution,
delivery or performance; and (iv) this Credit Agreement has been duly
executed and delivered by it and constitutes its legal, valid and binding
obligation enforceable against it in accordance with the terms hereof, subject,
as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and
other laws of general application relating to or affecting creditors’ rights
and to general equitable principles.


 


(h)           Neither Assignor
makes any representation or warranty or assumes any responsibility with respect
to any statements, warranties or representations made in or in connection with
the Existing Credit Agreement, this Credit Agreement or any other Credit
Document or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Existing Credit Agreement, this Credit Agreement or
any other instrument or document furnished pursuant hereto or thereto.  Neither Assignor makes any representation or
warranty in connection with, or assumes any responsibility with respect to, the
solvency, financial condition or statements of Holdings, the Borrower, any of
their respective Subsidiaries or any Affiliates of any of the foregoing, or the
performance or observance by any Credit Party or any other Person of any of its
respective obligations under the Existing Credit Agreement, this Credit
Agreement or any other instrument or document furnished in connection herewith
or therewith.


 


(i)            Each Assignee
represents and warrants to each Assignor, Holdings and the Borrower that
(i) it is duly organized and existing and it has full power and authority
to take, and has taken, all action necessary to execute and deliver this Credit
Agreement and to fulfill its obligations hereunder (including, without
limitation, those in this Section 2.12); (ii) no notices to, or
consents, authorizations or approvals of, any Person are required (other than
any already given or obtained) for its due execution, delivery and performance
of this Credit Agreement; and no further action by, or notice to, or filing
with, any Person is required of it for such execution, delivery or performance;
(iii) this Credit Agreement has been duly executed and delivered by it and
constitutes its legal, valid and binding obligation enforceable against it in
accordance with the terms hereof, subject, as to enforcement, to bankruptcy,
insolvency, moratorium, reorganization and other laws of general application
relating to or affecting creditors’ rights and to general equitable principles;
and (iv) it is an Eligible Transferee.


 


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(j)            Each of the parties
hereto hereby consents to the assignments and assumptions contemplated by this
Section 2.12, notwithstanding any failure to comply with (and each of the
parties hereto hereby waives) the requirements of Section 11.6(b) of this
Credit Agreement in order to make such assignments and assumptions effective.


 


ARTICLE 3


 


Letters of Credit


 


3.1           Issuance of Letters of Credit.  Subject to the terms and conditions of this
Credit Agreement and in reliance upon the representations and warranties of the
Borrower set forth herein, upon the request of the Borrower pursuant to
Section 3.4, the Issuing Lender shall issue Letters of Credit hereunder
and for the Borrower’s account, as more specifically described below.   It
is acknowledged and agreed by each party to this Credit Agreement that each of
the letters of credit which were issued under the Existing Credit Agreement
prior to the Initial Borrowing Date and which remain outstanding on the Initial
Borrowing Date and are set forth on Schedule V (each such letter of credit, an
“Existing Letter of Credit” and, collectively, the “Existing Letters
of Credit”) shall, from and after the Initial Borrowing Date, constitute a
Letter of Credit for all purposes of this Agreement and shall, for purposes of
Sections 3.3 and 4.7, be deemed issued on the Initial Borrowing Date.  The Issuing Lender shall be entitled to all
of the benefits as the Issuing Lender and to all of the obligations of the
Borrower and the Lender with respect to the Existing Letters of Credit under
this Credit Agreement.  The stated amount
of each Existing Letter of Credit and the expiry date therefor is set forth on
Schedule V.  The Issuing Lender
shall not be obligated to issue any Letter of Credit for the account of the
Borrower if at the time of such requested issuance:


 


(a)           the face amount of
such requested Letter of Credit (taking the Dollar Equivalent thereof in the
case of any Letter of Credit denominated in an Alternate Currency) when added
to the Letter of Credit Obligations then outstanding, would (i) cause the
Letter of Credit Obligations to exceed $80,000,000, or (ii) when added to
the aggregate amount of Revolving Loans (including Agent Advances) then
outstanding would exceed the least of (A) the Net Total Revolving Credit
Commitments then in effect, (B) the Borrowing Base then in effect and
(C) the maximum amount of Revolving Outstandings that are permitted to be
outstanding at such time pursuant to the Senior Secured Notes Indenture and the
Senior Unsecured Notes Indenture;


 


(b)           any order, judgment
or decree of any Governmental Authority or arbitrator shall purport by its
terms to enjoin or restrain the Issuing Lender from issuing such Letter of
Credit or any Requirement of Law applicable to the Issuing Lender or any
request or directive (whether or not having the force of law) from any
Governmental Authority with jurisdiction over the Issuing Lender shall
prohibit, or request the Issuing Lender to refrain from, the issuance of
letters of credit generally or such Letter of Credit in particular or shall
impose upon the Issuing Lender with respect to such Letter of Credit any
restriction or reserve or capital requirement (for which the Issuing Lender is
not otherwise compensated) not in effect as of the Effective Date, or any
unreimbursed loss, cost or expense which was not applicable, in effect or known
to the Issuing Lender as of the Effective Date and which the Issuing Lender
deems in good faith to be material to it; or


 


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(c)           a default of any
Revolving Credit Lender’s obligations to fund under Section 3.6 exists, or
such Revolving Credit Lender is a Defaulting Lender under Section 2.4(c),
or any Revolving Credit Lender has rejected or repudiated its obligations in
respect of Letters of Credit, unless the Administrative Agent and the Issuing
Lender have entered into satisfactory arrangements with the Borrower to
eliminate the Issuing Lender’s risk with respect to such Revolving Credit
Lender, including cash collateralization of such Revolving Credit Lender’s
Revolving Credit Proportionate Share of the Letter of Credit Obligations.


 


3.2           Terms of Letters of Credit.  The Letters of Credit shall be in a form
customarily issued by the Issuing Lender or in such other form as has been
approved by the Issuing Lender.  Each
Letter of Credit shall be denominated in Dollars (or, if agreed by the
Administrative Agent and the respective Issuing Lender in their sole
discretion, such Alternate Currency or Alternate Currencies as may be approved
by them for the respective Letter of Credit) and shall be issued on a sight
basis only.  At the time of issuance, the
amount and the terms and conditions of each Letter of Credit, and the form of
any drawings thereunder, shall be subject to approval by the Administrative
Agent, the Issuing Lender and the Borrower. 
In no event may the term of any stand-by Letter of Credit issued
hereunder exceed 12 months (except that such Letters of Credit may provide for
annual renewal) nor the term of any trade Letter of Credit exceed 180 days, and
all Letters of Credit issued hereunder shall expire no later than the date that
is (x) in the case of standby Letters of Credit, ten Business Days prior
to the Maturity Date and (y) in the case of any trade Letters of Credit,
30 Business Days prior to the Maturity Date.


 


3.3           Revolving Credit Lenders’
Participation.  Immediately upon the
issuance or amendment by the Issuing Lender of any Letter of Credit in
accordance with the procedures set forth in Section 3.1, each Revolving
Credit Lender shall be deemed to have irrevocably and unconditionally purchased
and received from the Issuing Lender, without recourse or warranty, an
undivided interest and participation to the extent of such Revolving Credit
Lender’s Revolving Credit Proportionate Share (based upon its Revolving Credit
Commitment) of the liability with respect to such Letter of Credit (including,
without limitation, all obligations of the Borrower with respect thereto, other
than amounts owing to the Issuing Lender consisting of Issuing Lender Fees) and
any security therefor or guaranty pertaining thereto.


 


3.4           Notice of Issuance.  Whenever the Borrower desires the issuance of
a Letter of Credit, the Borrower shall deliver to the Administrative Agent and
the Issuing Lender a written notice no later than 1:00 P.M. New York City
time at least three Business Days (or such shorter period as may be agreed to
by the Issuing Lender) in advance of the proposed date of issuance of a letter
of credit request in the form attached as Exhibit B-2 (a “Letter of Credit
Request”).  The transmittal by the
Borrower of each Letter of Credit Request shall be deemed to be a
representation and warranty by the Borrower that the Letter of Credit may be
issued in accordance with and will not violate any of the requirements of
Section 3.1 or 5.2.  A Letter of Credit
Request may be given in writing or by facsimile.  Promptly after the issuance of or amendment
to any standby Letter of Credit, the Issuing Lender shall notify the
Administrative Agent and the Borrower of such issuance or amendment in writing,
and such notice shall be accompanied by a copy of such Letter of Credit or
amendment thereto.  Upon receipt of such
notice, the Administrative Agent shall promptly notify each Revolving Credit
Lender, in writing, of such issuance or amendment.  If requested by a Revolving Credit Lender,
the Administrative


 


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Agent shall provide such
Revolving Credit Lender with copies of such Letter of Credit or amendment.  On the first Business Day of each week, the
Issuing Lender shall provide the Administrative Agent with a report showing the
daily aggregate outstandings for trade Letters of Credit for the previous week.


 


3.5           Payment of Amounts Drawn Under
Letters of Credit.  In the event of a
drawing under a Letter of Credit, the respective Issuing Lender shall notify
the Administrative Agent, who shall notify each Revolving Credit Lender, of
such drawing and, subject to satisfaction or waiver of the conditions specified
in Section 5.2 hereof and the other terms and conditions of Borrowings
contained herein, the Revolving Credit Lenders shall, on the date of such
drawing (or if the Administrative Agent’s notice contemplated above is
delivered after 12:00 Noon (New York City time) on the date of such drawing,
the Business Day after such drawing), make Revolving Loans (constituting Base
Rate Loans) in the amount of such drawing (or the Dollar Equivalent thereof in
the case of any drawing under a Letter of Credit denominated in a currency
other than Dollars), the proceeds of which shall be applied directly by the
Administrative Agent to reimburse the Issuing Lender for the amount of such
drawing or payment.  Borrowings of Base
Rate Loans pursuant to this Section 3.5 shall not be subject to the
minimum amount requirement of Section 2.3(a)(iii).  If for any reason, proceeds of Revolving
Loans are not received by the Issuing Lender on such date in an amount equal to
the amount of such drawing (or the Dollar Equivalent thereof in the case of any
drawing under a Letter of Credit denominated in a currency other than Dollars),
the Borrower shall be obligated to and shall reimburse the Issuing Lender, on
the Business Day immediately following such date, in Dollars in an amount in
same day funds equal to the excess of the amount of such drawing (or the Dollar
Equivalent thereof in the case of any drawing under a Letter of Credit
denominated in a currency other than Dollars) over the amount of such Revolving
Loans, if any, which are so received, plus accrued interest on such amount
until paid in full at the rate set forth in Section 4.2 or 4.4, as
applicable; provided, however, that any such payments shall not
prejudice any rights that the Borrower may have against any Revolving Credit
Lender as a result of any default by such Revolving Credit Lender in funding
such Revolving Loans, as provided in the final sentence of Section 2.4(c).


 


3.6           Payment by Revolving Credit
Lenders.  (a)  In the event
that the Borrower does not reimburse the Issuing Lender for the amount of any
drawing pursuant to Section 3.5 (in the case of any drawing under a Letter
of Credit denominated in a currency other than Dollars, taking the Dollar
Equivalent thereof on the date of the respective drawing) and the proceeds of
Revolving Loans incurred for such purpose are insufficient for such purpose,
the Administrative Agent shall promptly notify each Revolving Credit Lender of
the unreimbursed amount (expressed in Dollars) and of such Revolving Credit
Lender’s respective participation therein. 
Each Revolving Credit Lender shall make available to the Issuing Lender
in Dollars an amount equal to its respective participation in same day funds,
at the office of such Issuing Lender specified in such notice, not later than
1:00 P.M. New York City time on the Business Day after the date notified
by the Administrative Agent.  In the
event that any Revolving Credit Lender fails to make available to the Issuing
Lender the amount of such Revolving Credit Lender’s participation in such
Letter of Credit as provided in this Section 3.6, the Issuing Lender shall
be entitled to recover such amount on demand from such Revolving Credit Lender,
together with interest at the Federal Funds Rate for the first three days and
at the interest rate applicable to Revolving Loans maintained as Base Rate
Loans for each day thereafter.


 


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(b)           The Administrative
Agent or the Issuing Lender, as the case may be, shall distribute to each
Lender which has paid all amounts payable by it under this Section 3.6
with respect to any Letter of Credit, such Lender’s Revolving Credit
Proportionate Share of all payments subsequently received by the Administrative
Agent or the Issuing Lender, as the case may be, from the Borrower in
reimbursement of drawings honored under such Letter of Credit when such
payments are received.


 


3.7           Nature of Issuing Lender’s Duties.  In determining whether to pay under any
Letter of Credit, the Issuing Lender shall be responsible only to determine
that the documents and certificates required to be delivered under that Letter
of Credit have been delivered and that they substantially comply on their face
with the requirements of that Letter of Credit. 
As between the Borrower, the Issuing Lender and each other Lender, the
Borrower assumes all risks of the acts and omissions of, or misuse of the
Letter of Credit issued by the Issuing Lender by, the respective beneficiaries
of such Letter of Credit; provided, however, that nothing in this
sentence shall relieve the Issuing Lender of liability for its gross negligence
or willful misconduct (as determined by a court of competent jurisdiction in a
final and unappealable decision).  In
furtherance and not in limitation of the foregoing, neither the Issuing Lender
nor any of the other Lenders shall be responsible (i) for the form,
validity, sufficiency, accuracy, genuineness or legal effects of any document
submitted by any party in connection with the application for and issuance of
or any drawing honored under such Letter of Credit even if it should in fact
prove to be in any or all respects invalid, insufficient, inaccurate,
fraudulent or forged, (ii) for the validity or sufficiency of any
instrument transferring or assigning or purporting to transfer or assign such
Letter of Credit, or the rights or benefits thereunder or proceeds thereof, in
whole or in part, which may prove to be invalid or ineffective for any reason,
(iii) for failure of the beneficiary of such Letter of Credit to comply
fully with conditions required in order to draw upon such Letter of Credit,
(iv) for errors, omissions, interruptions or delays in transmission or
delivery of any messages, by mail, cable, telegraph, telex, telecopy, facsimile
or otherwise, whether or not they be in cipher, (v) for errors in
interpretation of technical terms, (vi) for any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under any such Letter of Credit, or of the proceeds thereof, (vii) for the
misapplication by the beneficiary of such Letter of Credit of the proceeds of
any drawing honored under such Letter of Credit, or (viii) for any
consequences arising from actions or omissions taken or omitted in good faith
or from causes beyond the control of the Issuing Lender or the other Lenders; provided,
however, that nothing in this sentence shall relieve the Issuing Lender
of liability for its own gross negligence or willful misconduct (as determined
by a court of competent jurisdiction in a final and unappealable decision).


 


3.8           Obligations Absolute.  The obligations of the Borrower to reimburse
the Issuing Lender (in Dollars) for drawings honored under a Letter of Credit
issued by it and the obligations of the Revolving Credit Lenders under
Section 3.6 shall be unconditional and irrevocable and shall be performed
strictly in accordance with the terms of this Credit Agreement under all
circumstances including, without limitation, the following circumstances:


 


(a)           any lack of validity
or enforceability of any Letter of Credit;


 


(b)           the existence of any
claim, set-off, defense or other right which the Borrower or any Affiliate of
the Borrower may have at any time against a beneficiary or any


 


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transferee of any Letter of Credit (or any
Persons or entities for whom any such beneficiary or transferee may be acting),
the Issuing Lender, any Lender or any other Person, whether in connection with
this Credit Agreement, the transactions contemplated herein or any unrelated
transaction (other than the defense that the amount owed has already been paid
in accordance with the terms of this Credit Agreement); provided, however,
that nothing contained herein shall preclude the Borrower from asserting any
such claim, defense or counterclaim in a separate judicial proceeding or by
compulsory counterclaim;


 


(c)           any draft, demand,
certificate or any other documents presented under any Letter of Credit proving
to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect;


 


(d)           the surrender or
impairment of any security for the performance or observance of any of the
terms of any of the Credit Documents;


 


(e)           payment by the
Issuing Lender under any Letter of Credit against presentation of a demand,
draft or certificate or other document which does not comply with the terms of
such Letter of Credit;


 


(f)            failure of any
drawing under a Letter of Credit or any non-application or misapplication by
the beneficiary of the proceeds of any drawing; or


 


(g)           the fact that a
Default or Event of Default shall have occurred and be continuing;


 


provided, however, that the Borrower
shall have no obligation to reimburse the Issuing Lender and the Lenders shall
have no obligation under Section 3.6 in the event of the Issuing Lender’s
willful misconduct or gross negligence (as determined by a court of competent
jurisdiction in a final and unappealable decision) in determining whether
documents presented under the Letter of Credit comply with the terms of such
Letter of Credit or with respect to any other express obligation the Issuing
Lender may have under this Credit Agreement in making any payment pursuant to
any Letter of Credit.


 


ARTICLE 4


 


Interest, Fees and Expenses


 


4.1           Interest on Eurodollar Rate Loans.  Subject to the provisions of Section 4.4
hereof, interest on Eurodollar Rate Loans shall be payable in arrears
(i) on the last day of each Interest Period with respect to such
Eurodollar Rate Loans (and, in the case of any Interest Period in excess of
three months, on each date which occurs at three month intervals after the
first day of the respective Interest Period), (ii) at the date of any
Conversion thereof (or portion thereof) to a Base Rate Loan, (iii) upon
any prepayment, except pursuant to Section 2.6(d), (on the amount prepaid)
and (iv) at maturity (whether by acceleration or otherwise) and, after
such maturity, on demand, in each case at an interest rate per  annum
equal during each Interest Period for such Eurodollar Rate Loan to the
Eurodollar Rate in effect for such Interest Period plus the relevant Applicable
Margin.  The Administrative Agent upon
determining the Eurodollar Rate for any Interest Period shall promptly notify
the Borrower and the Lenders thereof. 
Each


 


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determination by the
Administrative Agent of an interest rate hereunder shall be conclusive and
binding for all purposes, absent manifest error.


 


4.2           Interest on Base Rate Loans.  Subject to the provisions of Section 4.4
hereof, interest on Base Rate Loans shall be payable quarterly in arrears
(i) on the last Business Day of each calendar quarter, (ii) upon any
prepayment, except pursuant to Section 2.6(d), (on the amount prepaid) and
(iii) at maturity (whether by acceleration or otherwise) and, after such
maturity, on demand, in each case at an interest rate per  annum
equal to the Base Rate plus the relevant Applicable Margin.  Each determination by the Administrative
Agent of an interest rate hereunder shall be conclusive and binding for all
purposes, absent manifest error.


 


4.3           Notice of Continuation and Notice
of Conversion.  (a)  With
respect to any Borrowing consisting of Eurodollar Rate Loans, the Borrower may,
subject to the provisions of Section 4.3(c) and the condition that no
Default or Event of Default then exists, elect to maintain such Borrowing or
any portion thereof equal to at least $1,000,000 as Eurodollar Rate Loans by
selecting a new Interest Period for such Borrowing (or portion thereof), which
new Interest Period shall commence on the last day of the immediately preceding
Interest Period.  Each selection of a new
Interest Period (a “Continuation”) shall be made by notice given by the
Borrower to the Administrative Agent not later than 12:00 Noon New York
City time on the third Business Day prior to the date of any such
Continuation.  Such notice (a “Notice
of Continuation”) shall be by telephone, telecopy, telex, facsimile or
cable, confirmed immediately in writing if by telephone, in substantially the
form of Exhibit B-3, which shall be completed in such manner as is necessary to
comply with all limitations on the Loans outstanding hereunder.  If the Borrower shall fail to, or does not
have the right to, select a new Interest Period for any Borrowing consisting of
Eurodollar Rate Loans in accordance with this Section 4.3(a), such Loans
will automatically, on the last day of the then existing Interest Period
therefor, Convert into Base Rate Loans.


 


(b)           The Borrower may on
any Business Day, upon notice (each such notice, a “Notice of Conversion”)
given to the Administrative Agent, and subject to the provisions of
Section 4.3(c) and the condition that no Default or Event of Default then
exists, Convert the entire amount of or a portion of any Loans of one Type into
a Borrowing of such Loans of the other Type; provided, however,
(i) that any Conversion of any Eurodollar Rate Loans into Base Rate Loans
shall only be made on the last day of an Interest Period for such Eurodollar
Rate Loans and (ii) prior to the Syndication Date, Base Rate Loans
Converted into Eurodollar Loans shall be subject to the provisions of
Section 2.3(a)(v).  Each such Notice
of Conversion shall be given not later than 12:00 Noon New York City time
on the Business Day prior to the date of any proposed Conversion into Base Rate
Loans and on the third Business Day prior to the date of any proposed
Conversion into Eurodollar Rate Loans (it being understood and agreed that any
Notice of Conversion with respect to a proposed Conversion into Eurodollar
Loans on or after the Effective Date may be given by the Borrower to the
Administrative Agent prior to the Effective Date (subject to the preceding
provisions of this Section 4.3(b)). 
Subject to the restrictions specified above, each Notice of Conversion
shall be by telephone, telecopy, telex, facsimile or cable, confirmed
immediately in writing if by telephone, in substantially the form of Exhibit
B-4.  Each Conversion of Eurodollar Rate
Loans of any Tranche into Base Rate Loans of such Tranche shall be in an
aggregate amount for all applicable Lenders of not less than $250,000.  Each Conversion of Base Rate Loans of any
Tranche into Eurodollar Rate Loans of


 


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such Tranche shall be in an aggregate amount
for all applicable Lenders of not less than $1,000,000.


 


(c)           Notwithstanding
anything contained in Section 2.3 or Sections 4.3(a) and (b) above to
the contrary:


 


(i)            if, on or prior to
the first day of any Interest Period, the Administrative Agent is unable to
determine the Eurodollar Rate for Eurodollar Rate Loans comprising any
requested Borrowing, Continuation or Conversion, the right of the Borrower to
select or maintain Eurodollar Rate Loans for such Borrowing or any subsequent
Borrowing shall be suspended until the Administrative Agent shall notify the
Borrower and the Lenders that the circumstances causing such suspension no
longer exist, and each Loan comprising such Borrowing shall be made as, or
Converted into, a Base Rate Loan; provided that, promptly after the
Administrative Agent reasonably determines that the circumstances giving rise
to such suspension no longer exist, the Administrative Agent shall notify the
Borrower and the Lenders, and the obligation of the Lenders to make, Convert
and Continue Eurodollar Rate Loans shall be reinstated;


 


(ii)           if the Required
Lenders shall, at least one Business Day before the date of any requested
Borrowing, Continuation or Conversion, notify the Administrative Agent that the
Eurodollar Rate for Loans comprising such Borrowing will not adequately reflect
the cost to such Lenders of making or funding their respective Loans for such
Borrowing, the right of the Borrower to select Eurodollar Rate Loans for such
Borrowing shall be suspended until the Administrative Agent shall notify the
Borrower and the Lenders that the circumstances causing such suspension no
longer exist, and each Loan comprising such Borrowing shall be made as, or
Converted into, a Base Rate Loan; provided that, promptly after the
Administrative Agent and the Required Lenders reasonably determine that the
circumstances giving rise to such suspension no longer exist, the
Administrative Agent shall notify the Borrower and the Lenders, and the
obligation of the Lenders to make, Convert and Continue Eurodollar Rate Loans
shall be reinstated; and


 


(iii)          there shall not be
at any one time more than twelve Interest Periods in effect with respect to
Eurodollar Rate Loans.


 


(d)           Each Notice of
Continuation and Notice of Conversion shall be irrevocable by and binding on
the Borrower.  In the case of any
Borrowing, Continuation or Conversion that the related Notice of Borrowing,
Notice of Continuation or Notice of Conversion specifies is to be comprised of
Eurodollar Rate Loans, the Borrower shall indemnify each Lender against any
loss, cost or expense incurred by such Lender as a result of any failure to
fulfill, on or before the date for such Borrowing, Continuation or Conversion
specified in such Notice of Borrowing, Notice of Continuation or Notice of
Conversion, the applicable conditions set forth in Article 5, including,
without limitation, any loss (excluding loss of anticipated profits), cost or
expense incurred by reason of the liquidation or re-employment of deposits or
other funds acquired by such Lender to fund the Eurodollar Rate Loan to be made
by such Lender as part of such Borrowing, Continuation or Conversion.


 


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4.4           Interest After Default.  Interest on any amount of matured principal
of the Loans, and interest on the amount of principal of the Loans outstanding
as of the date a Default or an Event of Default occurs, and at all times
thereafter until the earlier of the date upon which (i) all Obligations
have been paid and satisfied in full or (ii) such Default or Event of
Default shall have been cured or waived, shall be payable on demand at a rate
equal to 2% in excess of the rate then borne by such Loans, or, if higher, the
Base Rate in effect from time to time plus the sum of (x) the Applicable
Margin for Base Rate Loans then in effect and (y) 2%.


 


4.5           Reimbursement of Expenses.  (a)  From and after the Effective
Date, the Borrower shall promptly reimburse each of the Administrative Agent
and the Collateral Agent for all Expenses of such Agent as the same are paid or
incurred by such Agent and upon receipt of invoices therefor and, if requested
by the Borrower, such reasonable backup materials and information (other than
backup materials and information relating to the calculation of breakage costs)
as the Borrower shall reasonably request.


 


(b)           If any payment of
principal of, or any Conversion of, any Eurodollar Rate Loan is made other than
on the last day of an Interest Period applicable thereto for any reason or the
day the Borrower has notified the Administrative Agent such payment or
Conversions shall occur, the Borrower shall, upon demand by any Lender (with a
copy of such demand to the Administrative Agent), pay to the Administrative
Agent for the account of such Lender any amounts required to compensate such
Lender for any additional losses, costs or expenses which it may reasonably
incur as a result of such payment, including, without limitation, any loss
(excluding loss of anticipated profits), cost or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by any
Lender to fund or maintain such Eurodollar Rate Loan.


 


4.6           Unused Line Fee.  The Borrower shall pay to the Administrative
Agent for the benefit of each of the Lenders (other than a Defaulting Lender
for so long as such Lender is a Defaulting Lender) a non-refundable fee (the “Unused
Line Fee”) at a per  annum rate equal to the Applicable Unused
Line Fee Percentage of the daily unused portion of such Lender’s Revolving
Credit Commitment, which Unused Line Fee shall (i) accrue from the
Effective Date until the Maturity Date or any earlier date on which the Total
Revolving Credit Commitments are terminated and (ii) be due and payable
quarterly in arrears on the last Business Day of each calendar quarter and on
the Maturity Date or any earlier date on which the Total Revolving Credit
Commitments are terminated.


 


4.7           Letter of Credit Fees.  (a)  The Administrative Agent shall
be entitled to charge to the account of the Borrower (i) for the ratable
benefit of the Revolving Credit Lenders in accordance with their respective
Revolving Credit Proportionate Shares, a fee (the “Letter of Credit Fee”),
in an amount equal to the Applicable Margin then in effect for Revolving Loans
maintained as Eurodollar Rate Loans per  annum of the daily amount
of Undrawn Letter of Credit Outstandings during the immediately preceding
month, due and payable monthly in arrears on the last Business Day of each
calendar month, and on the Maturity Date or any earlier date on or after the
termination of the Total Revolving Credit Commitments when no Letters of Credit
are outstanding and (ii) as and when incurred by the Administrative Agent
or any Lender, any administrative charges, fees, costs and expenses charged to
the Administrative Agent or any Lender for the Borrower’s account by the
Issuing Lender (other than any fees charged to the


 


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Administrative Agent or any
Lender which would be duplicative of the Letter of Credit Fee paid to the
Administrative Agent for the benefit of the Lenders) (the “Issuing Lender
Fees”) in connection with the issuance of any Letters of Credit by the
Issuing Lender.  Each determination by
the Administrative Agent of Letter of Credit Fees hereunder shall be conclusive
and binding for all purposes, absent manifest error.  In addition, the Borrower agrees to pay to
the Issuing Lender, for its own account, a facing fee in respect of each Letter
of Credit issued by it (the “Facing Fee”) for the period from and
including the date of issuance of such Letter of Credit to and including the
date of termination or expiration of such Letter of Credit, computed at a rate
per annum equal to 0.25% on the daily amount of Undrawn Letter of Credit
Outstandings, provided that in any event the minimum amount of Facing
Fees payable in any twelve-month period for each Letter of Credit shall be not
less than $500, it being agreed that, on the day of issuance of any Letter of
Credit and on each anniversary thereof prior to the termination or expiration
of such Letter of Credit, if $500 will exceed the amount of Facing Fees that
will accrue with respect to such Letter of Credit for the immediately
succeeding twelve-month period, the full $500 shall be payable on the date of
issuance of such Letter of Credit and on each such anniversary thereof.  Except as otherwise provided in the proviso
to the immediately preceding sentence, accrued Facing Fees shall be due and
payable monthly in arrears on the last Business Day of each calendar month and
on the Maturity Date or any earlier date on or after the termination of the
Total Revolving Credit Commitments when no Letters of Credit are outstanding.


 


(b)           Letter of Credit
Fees payable in respect of Undrawn Letter of Credit Outstandings as of the date
a Default or an Event of Default occurs, and at all times thereafter until the
earlier of the date upon which (i) all Obligations have been paid and satisfied
in full or (ii) such Default or Event of Default shall have been cured or
waived, shall be payable on demand at a rate equal to the rate at which the
Letter of Credit Fees are charged pursuant to Section 4.7(a) above, plus
2% per  annum.


 


4.8           Incremental Revolving Credit
Commitments.  The Borrower may agree
to pay to any Incremental Revolving Lender such up-front fees, and amounts as
contemplated by the last paragraph of Section 2.1, as are specified in the
Incremental Commitment Agreement pursuant to which such Incremental Revolving
Credit Commitment has been provided, with such amounts to be payable at the
times set forth in such Incremental Commitment Agreement.  It is understood that the interest and
regularly accruing fees with respect to the extensions of credit provided
pursuant to any Incremental Revolving Credit Commitment, as well as the
regularly accruing fees with respect to any Revolving Credit Commitment
provided pursuant to any Incremental Commitment Agreements, shall be as
provided in this Credit Agreement.


 


4.9           Other Fees and Expenses.  The Borrower agrees to pay (without
duplication) fees to the Administrative Agent, the Syndication Agent, the
Collateral Agent and the Co-Lead Arrangers (or their respective affiliates as
specified therein) in the amounts and at the times set forth in the Fee Letter.


 


4.10         Authorization to Charge Account.  The Borrower hereby authorizes the
Administrative Agent, subject to prior notice to the Borrower, to charge the
Borrower’s Revolving Loan account with the amount of all Fees, Expenses and
other payments to be paid hereunder, under the Fee Letter and under the other
Credit Documents as and when such


 


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payments become due, provided
that any such Expenses attributable to services provided by third party
accountants, consultants, advisors and other professionals retained by the
Administrative Agent or any of its affiliates shall have been invoiced to the
Borrower or the Administrative Agent or its respective affiliate, with a copy
of said invoice provided to the Borrower. 
The Borrower confirms that any charges which the Administrative Agent
may so make to the Borrower’s Revolving Loan account as herein provided will be
made as an accommodation to the Borrower and solely at the Administrative
Agent’s discretion.


 


4.11         Indemnification in Certain Events.  (a)  If after the Effective Date,
either (i) any change in or in the interpretation of any law or regulation
is introduced, including, without limitation, with respect to reserve
requirements, applicable to any Agent, the Issuing Lender or any of the Lenders
(or, in the case of a Lender which is not a banking institution, any Affiliate
of such Lender funding such Lender (any such Affiliate, a “Funding Affiliate”)),
or (ii) any Agent, the Issuing Lender, or any of the Lenders (or, in the
case of a Lender which is not a banking institution, any Funding Affiliate)
complies with any future guideline or request from any central bank or other
Governmental Authority or (iii) any Agent, the Issuing Lender, or any of
the Lenders (or, in the case of a Lender which is not a banking institution,
any Funding Affiliate) reasonably determines that the adoption of any
applicable law, rule or regulation regarding capital adequacy, or any change
therein, or any change in the interpretation or administration thereof by any
Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof has or would have the effect described
below, or any Agent, the Issuing Lender, or any of the Lenders (or, in the case
of a Lender which is not a banking institution, any Funding Affiliate) complies
with any future request or directive regarding capital adequacy (whether or not
having the force of law) of any such authority, central bank or comparable
agency, and in the case of any event set forth in this clause (iii), such
adoption, change or compliance has or would have the direct or indirect effect
of reducing the rate of return on any of such Person’s (or any Funding
Affiliate’s) capital as a consequence of its obligations hereunder to a level
below that which such Person could have achieved but for such adoption, change
or compliance (taking into consideration such Person’s (or any Funding Affiliate’s)
policies with respect to capital adequacy) by an amount deemed by such Person
to be material, and any of the foregoing events described in clauses (i),
(ii) or (iii) increases the cost or reduces the rate of return to any
Agent, the Issuing Lender, or any of the Lenders of (A) (i) with
respect to an event described in clauses (i) and (ii), making or
maintaining its Eurodollar Rate Loans, and (ii) with respect to an event
described in clause (iii), funding or maintaining its Commitment or Loans
or (B) issuing, making or maintaining any Letter of Credit or of
purchasing or maintaining any participation therein, or reduces the amount
receivable in respect thereof by any Agent, the Issuing Lender or any Lender,
then the Borrower shall within 15 days after demand by the Administrative
Agent, pay to the Administrative Agent, for the account of each applicable
Agent or Lender or the Issuing Lender, as the case may be, additional amounts
sufficient to indemnify the applicable Agent, the Lenders or the Issuing Lender
against such increase in cost or reduction in amount receivable allocable to
such Agent’s, such Lenders’ or the Issuing Lender’s, as the case may be,
funding or maintaining its Commitment or Loans or issuing, making or
maintaining any Letter of Credit or purchasing or maintaining any participation
therein.  A certificate as to the amount
of such increased cost and setting forth in reasonable detail the calculation
thereof shall be submitted to the Borrower by the applicable Agent or the
applicable Lender or the Issuing Lender, as the case may be, and shall be
conclusive absent manifest error.


 


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(b)           Each Lender, the
Issuing Lender or each Agent will notify the Borrower and the Administrative
Agent of any event occurring after the Effective Date which will entitle such
Lender, the Issuing Lender or such Agent to payment pursuant to
Section 4.11(a) as promptly as practicable after it obtains knowledge
thereof, specifying the event giving rise to such claim and setting out in
reasonable detail an estimate of the basis and computation of such claim.  Upon receipt of such notice, the Borrower
shall compensate such Lender, the Issuing Lender or Agent in accordance with
Section 4.11(a) from the date such costs are incurred (including, without
limitation, where such costs are retroactively applied); provided, however,
that the Borrower shall not be required to compensate a Lender, the Issuing
Lender or Agent for costs incurred earlier than 90 days prior to the date of
the notice required to be delivered to the Borrower pursuant to this
Section 4.11(b).


 


4.12         Calculations.  All calculations of (i) interest
hereunder and (ii) Fees, including, without limitation, Unused Line Fees
and Letter of Credit Fees, shall be made by the Administrative Agent on the
basis of a year of 360 days, or, if such computation would cause the interest
and Fees chargeable hereunder to exceed the Highest Lawful Rate, 365/366 days,
in each case for the actual number of days elapsed (including the first day but
excluding the last day) occurring in the period for which such interest or Fees
are payable.  Each determination by the
Administrative Agent of an interest rate or payment hereunder shall be conclusive
and binding for all purposes, absent manifest error.


 


4.13         Change of Applicable Lending Office.  Each Lender agrees that on the occurrence of
any event giving rise to the operation of Sections 2.9, 4.3(c) or 4.11
with respect to such Lender, it will, if requested by the Borrower, use reasonable
efforts (subject to overall policy considerations of such Lender) to designate
another lending office for any Loans or Letters of Credit affected by such
event, provided that such designation is made on such terms that such
Lender and its lending office suffer no economic, legal or regulatory
disadvantage, with the object of avoiding the consequence of the event giving
rise to the operation of such Sections. 
Nothing in this Section 4.13 shall affect or postpone any of the
obligations of the Borrower or the right of any Lender provided in
Sections 2.9, 4.3 or 4.11.


 


ARTICLE 5


 


Conditions Precedent


 


5.1           Conditions to Initial Loans and
Letters of Credit.  The obligation of
each Lender to make Loans hereunder and the obligation of the Issuing Lender to
issue Letters of Credit, in each case on the Initial Borrowing Date, is subject
to the satisfaction of, or waiver of, immediately prior to or concurrently with
the making of such Loans or the issuance of such Letters of Credit on the
Initial Borrowing Date, the following conditions precedent:


 


(a)           Execution of
Agreement; Notes.  On or prior to the
Initial Borrowing Date, the Effective Date shall have occurred and there shall
have been delivered to the Administrative Agent for the account of each Lender
that has requested same the appropriate Revolving Note and/or Term Note in the
amount, maturity and as otherwise provided herein.


 


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(b)           Officer’s
Certificate.  On the Initial
Borrowing Date, the Administrative Agent shall have received a certificate from
the Borrower dated such date signed by an appropriate officer of the Borrower
stating that all of the applicable conditions set forth in
Section 5.1(d)(C), (h), (i), (j), (k), (l) and (w) and Section 5.2
exist as of such date, provided the certificate shall not be required to
certify as to the acceptability of any items to the Administrative Agent and/or
the Required Lenders or as to whether the Administrative Agent and/or the
Required Lenders are satisfied with any of the matters described in said
Sections.


 


(c)           Opinions of
Counsel.  On the Initial Borrowing
Date, the Administrative Agent shall have received opinions, addressed to each
Agent and each of the Lenders and dated the Initial Borrowing Date,
(i) from Paul, Weiss, Rifkind, Wharton & Garrison LLP, special
counsel to Holdings and the Borrower, which opinion shall cover the matters
contained in Exhibit E-1 and such other matters incident to the transactions
contemplated herein as the Administrative Agent may reasonably request,
(ii) from Davies Ward Phillips & Vineberg LLP, Canadian counsel
to WSC, which opinion shall cover the matters contained in Exhibit E-2 and such
other matters incident to the transactions contemplated herein as the Administrative
Agent may reasonably request and (iii) from local counsel reasonably
satisfactory to the Administrative Agent, opinions each of which shall be in
form and substance reasonably satisfactory to the Administrative Agent and
shall cover the perfection of the security interest granted pursuant to the
Security Agreements and such other matters incident to the transaction
contemplated herein as the Administrative Agent may reasonably request.


 


(d)           Security
Agreements.  (i)  On the
Initial Borrowing Date, each U.S. Credit Party shall have duly authorized,
executed and delivered the U.S. Security Agreement in the form of Exhibit F-1
(as amended, modified or supplemented from time to time in accordance with the
terms hereof and thereof, the “U.S. Security Agreement”) together with:


 


(A)          proper
Financing Statements (Form UCC-1 or the equivalent) fully executed for filing
under the UCC or other appropriate filing offices of each jurisdiction as may
be necessary or, in the reasonable opinion of the Collateral Agent, desirable,
to perfect the security interests purported to be created by the U.S. Security
Agreement;


 


(B)           certified
copies of Requests for Information or Copies (Form UCC-11), or equivalent
reports as of a recent date, listing all effective financing statements that
name Holdings, the Borrower or any of their respective Subsidiaries as debtor
and that are filed in the jurisdictions referred to in clause (A) above
and in such other jurisdictions in which Collateral is located on the Initial
Borrowing Date or which may result in the existence of perfected security
interests against Holdings, the Borrower or any of their respective
Subsidiaries, together with copies of such other financing statements that name
Holdings, the Borrower or any of their respective Subsidiaries as debtor (none
of which shall cover any of the Collateral except (x) to the extent
evidencing Permitted Liens or (y) those in respect of which the Collateral
Agent shall have received termination statements (Form UCC-3) or such other
termination statements as shall be required by local law fully executed for
filing);


 


(C)           evidence
that, with respect to all Certificated Units of the Borrower and its
Subsidiaries on the Initial Borrowing Date, a notation of the security interest
of DBTCA or BTCC, as a Collateral Agent, has been made on the certificate of
title with respect thereto (or 


 


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that the
Borrower has deposited (or will substantially currently with the Initial
Borrowing Date deposit) an application for such notation with the applicable
Governmental Authority, together with any necessary fee in connection
therewith) which notation shall, under applicable state law, perfect the
Collateral Agent’s security interest therein (except to the extent the UCC is
controlling, in which case the Financing Statements filed pursuant to preceding
clause (A) shall perfect such security interests);


 


(D)          subject
to Section 11.19, evidence of the completion of all other recordings and
filings of, or with respect to, the U.S. Security Agreement as may be necessary
or, in the opinion of the Collateral Agent, desirable, to perfect the security
interests intended to be created by the U.S. Security Agreement; and


 


(E)           subject
to Section 11.19, evidence that all other actions necessary or, in the
reasonable opinion of the Collateral Agent, desirable to perfect and protect
the security interests purported to be created by the U.S. Security Agreement
have been taken, and the U.S. Security Agreement shall be in full force and effect.


 


(ii)           On the Initial
Borrowing Date, WSC shall have duly authorized, executed and delivered a
Canadian Security Agreement together with:


 


(A)          evidence
of registration of such Canadian Security Agreement in such jurisdictions as
may be necessary or, in the opinion of the Collateral Agent, desirable to
perfect and protect the security interest intended to be created by such
Canadian Security Agreement; and


 


(B)           all
discharges, subordination agreements, waivers and confirmations as may be
necessary or, in the opinion of the Collateral Agent, desirable to ensure that
all obligations purported to be secured by such Canadian Security Agreement are
secured by first priority liens on the property and assets of WSC with such
exceptions as are permitted herein.


 


(e)           Collateral Access
Agreements.  To the extent available
on the Initial Borrowing Date, the Administrative Agent shall have received
Collateral Access Agreements substantially in the form of Exhibit G (as
modified, amended, or supplemented from time to time in accordance with the
terms hereof and thereof, the “Collateral Access Agreements”) with
respect to Rental Equipment locations as may be requested by the Administrative
Agent, which Collateral Access Agreements shall be in full force and effect; provided
that, notwithstanding the foregoing, the Borrower, in obtaining the Collateral
Access Agreements required under this Section 5.1(e), shall not be
obligated to make significant payments to landlords or alter the respective
lease terms with respect to any Rental Equipment locations in any way which is
materially adverse to the Borrower.


 


(f)            Collection Bank
Agreements; Concentration Account Agreement.  On the Initial Borrowing Date, the
Administrative Agent shall have received fully executed copies of the
Collection Bank Agreement and the Concentration Account Agreement, each of
which shall be in full force and effect.


 


(g)           Borrowing Base
Certificate.  On the Initial
Borrowing Date, the Borrower shall have delivered to the Administrative Agent a
Borrowing Base Certificate meeting the 


 


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requirements of Section 7.1(e) and which
Borrowing Base Certificate shall indicate (in a manner satisfactory to the
Administrative Agent) that on such date and after giving effect to all Credit
Events on such date and after giving effect to the effectiveness of the
assignment and transfers contemplated by the Bank Assignment Agreement, the
Borrower shall be able to incur additional Revolving Outstandings of
$100,000,000 or more in compliance with the restrictions of
Section 2.2(a).


 


(h)           Indebtedness.  On the Initial Borrowing Date, Holdings, the
Borrower and their respective Subsidiaries shall have no outstanding
Indebtedness except (i) pursuant to this Credit Agreement, (ii) the
Senior Unsecured Notes, (iii) the Senior Secured Notes, and
(iv) other Existing Indebtedness, if any, as shall be permitted to remain
outstanding by the Administrative Agent and which is listed on Schedule III
hereto.  With respect to each issue of Indebtedness
which is to remain outstanding as described in clauses (i) through (iv) of
the immediately preceding sentence there shall exist no default or event of
default, change of control or similar event which would require any offers to
repurchase same, and no uncured breach thereof.


 


(i)            Approvals.  All necessary material governmental (domestic
and foreign) and third party approvals and/or consents in connection with the
transactions contemplated hereby shall have been obtained and remain in full
force and effect.  There shall not have
been any statute, rule, regulation, injunction or order applicable to the
transaction as contemplated hereby, or the financing thereof, promulgated,
enacted, entered or enforced by any state or federal government or governmental
or regulatory authority or agency or by any federal or state court or tribunal,
nor shall there be pending any action or proceeding by or before any such
authority, court or tribunal, involving a substantial likelihood of an order,
that would prohibit, restrict, delay or otherwise materially adversely affect
the transactions contemplated hereby.


 


(j)            Material Adverse
Change, etc.  Since March 31,
2005, nothing shall have occurred (and neither the Administrative Agent nor the
Lenders shall have become aware of any facts, conditions or other information
not previously known to them) which has had or could reasonably be expected to
have a Material Adverse Effect.


 


(k)           Litigation.  On the Initial Borrowing Date, there shall be
no actions, suits, investigations or proceedings pending or threatened
(a) with respect to this Credit Agreement, any other Credit Document or
any document executed in connection therewith, or (b) which the
Administrative Agent shall determine has had or could reasonably be expected to
have a Material Adverse Effect.


 


(l)            Corporate
Proceedings.  (i)  On the
Initial Borrowing Date, the Administrative Agent shall have received
certificates from each Credit Party dated the Effective Date and in the form of
Exhibit H with appropriate insertions, together with copies of the Governing
Documents of such Credit Party and the resolutions of such Credit Party
referred to in such certificate, and each of the foregoing shall be in form and
substance reasonably acceptable to the Administrative Agent.


 


(ii)           On the Initial
Borrowing Date, all corporate and legal proceedings and all instruments and
agreements in connection with the transactions contemplated by this Credit
Agreement shall be reasonably satisfactory in form and substance to the
Administrative Agent,


 


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and the Administrative Agent shall have
received all information and copies of all certificates, documents and papers,
including good standing certificates and any other records of corporate
proceedings and governmental approvals, if any, which the Administrative Agent
reasonably may have requested in connection therewith, such documents and
papers, where appropriate, to be certified by proper corporate or governmental
authorities.


 


(m)          Plans; Collective
Bargaining Agreements; Existing Indebtedness Agreements; Shareholders’
Agreements; Management Agreements; Employment Agreements; Tax Sharing
Agreements; Material Contracts.  On
or prior to the Initial Borrowing Date, there shall have been delivered or made
available to the Administrative Agent true and correct copies, of the following
documents, in each case as same will be in effect on the Initial Borrowing
Date:


 


(i)            all Plans (and for
each Plan that is required to file an annual report on Internal Revenue Service
Form 5500-series, a copy of the most recent such report (including, to the
extent required, the related financial and actuarial statements and opinions,
certifications, and schedules), and for each Plan that is a “single-employer plan”,
as defined in Section 4001(a)(15) of ERISA, the most recently prepared
actuarial valuation therefor) and, other than Employment Agreements provided in
Section 5.1(m)(vi), any other material agreements, plans or arrangements,
with or for the benefit of current or former employees of Holdings, the
Borrower or any of their respective Subsidiaries or any ERISA Affiliate
(provided that the foregoing shall apply in the case of any “multiemployer
plan”, as defined in 4001(a)(3) of ERISA, only to the extent that any document
described therein is in the possession of Holdings, the Borrower or any of
their respective Subsidiaries or any ERISA Affiliate or reasonably available
thereto from the sponsor or trustee of any such plan);


 


(ii)           all collective
bargaining agreements or any other similar agreement or arrangements covering
the employees of Holdings, the Borrower or any of their respective Subsidiaries
(collectively, the “Collective Bargaining Agreements”);


 


(iii)          each agreement
evidencing or relating to Existing Indebtedness in an aggregate amount in
excess of $1,000,000 (collectively, the “Existing Indebtedness Agreements”);


 


(iv)          all agreements
entered into by Holdings, the Borrower or any of their respective Subsidiaries
(other than the Unrestricted Subsidiaries) (x) governing the terms and
relative rights of such entity’s capital stock or other equity interests or
(y) with any shareholders or other equity holders relating to any such
entity with respect to such entity’s capital stock or other equity interests
(collectively, the “Shareholders’ Agreements”);


 


(v)           any material
agreements (or the forms thereof) with members of, or with respect to, the
management of Holdings, the Borrower or any of their respective Subsidiaries
(collectively, the “Management Agreements”);


 


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(vi)          any employment
agreements (or the forms thereof together with a list of employees who are
parties to such agreements) entered into by Holdings, the Borrower or any of
their respective Subsidiaries (collectively, the “Employment Agreements”);


 


(vii)         any tax sharing, tax
allocation and other similar agreement entered into by Holdings, the Borrower
or any of their respective Subsidiaries (collectively, the “Tax Sharing
Agreements”);


 


(viii)        any lease agreement
between the Borrower or one or more of its Subsidiaries, on the one hand, and
the Unit Subsidiary, on the other hand, pursuant to which Non-Qualified Units
from time to time held by the Unit Subsidiary are leased to the Borrower and
its Subsidiaries (collectively, the “Master Lease Agreements”); and


 


(ix)           any other Material
Contracts;


 


all of which documents relating to the Plans, Foreign Pension Plans,
Collective Bargaining Agreements, Existing Indebtedness Agreements,
Shareholders’ Agreements, Management Agreements, Employment Agreements, Tax
Sharing Agreements, Master Lease Agreements and Material Contracts shall be in
the form and substance reasonably satisfactory to the Administrative Agent and
shall, except as contemplated by the Credit Documents, be in full force and
effect on the Initial Borrowing Date.


 


(n)           Solvency
Certificate.  On or prior to the
Initial Borrowing Date, the Lenders shall have received a solvency certificate
from the chief financial officer of the Borrower in the form of Exhibit I.


 


(o)           Financial
Statements; Projections; etc.  On or
prior to the Initial Borrowing Date, the Lenders shall have received
(i) true and correct copies of the Financial Statements referred to in
Section 6.10(b), which Financial Statements shall be in form and substance
reasonably satisfactory to the Administrative Agent and (ii) detailed
annual five-year financial projections (setting forth yearly projections for
each fiscal year during such five-year period) (including details as to rental
rates, utilization rates, fleet capital expenditures and corresponding balance
sheets, statements of operations and cash flow) of Holdings and its
Subsidiaries in form and substance reasonably satisfactory to the
Administrative Agent (together with those projections heretofore provided to
the Lenders, the “Projections”).


 


(p)           Insurance
Policies.  On or prior to the Initial
Borrowing Date, the Administrative Agent shall have received (i) evidence
of insurance coverage (including, without limitation, certificates of
insurance) for the business and properties of Holdings, the Borrower and their
respective Subsidiaries showing compliance with the requirements of
Section 7.10 and (ii) endorsements, (x) naming the Collateral
Agent as loss payee with respect to all casualty coverages and containing other
customary loss payable provisions and (y) naming the Collateral Agent as
additional insured for all general liability coverages, all in form and
substance reasonably satisfactory to the Administrative Agent.


 


(q)           Payment of Fees.  On the Initial Borrowing Date, all costs,
fees and expenses, and all other compensation contemplated by this Credit
Agreement or the Fee Letter due to the Administrative Agent, the Syndication
Agent, the Collateral Agent, the Co-Lead 


 


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Arrangers or the Lenders (including, without
limitation, reasonable legal fees and expenses) shall have been paid to the
extent invoiced and due.


 


(r)            Collateral
Examination.  On or prior to the
Initial Borrowing Date, the Lenders shall have received a collateral
examination report concerning all Rental Equipment of Holdings, the Borrower
and their respective Subsidiaries, which collateral examination shall be
prepared by a third party, and shall be in form and substance, reasonably
satisfactory to the Administrative Agent.


 


(s)           Subsidiaries
Guaranty.  (i)  On the
Initial Borrowing Date, each U.S. Subsidiary Guarantor shall have duly
authorized, executed and delivered a U.S. Subsidiaries Guaranty in the form of
Exhibit J-1 (as modified, amended or supplemented from time to time in
accordance with the terms thereof and hereof, the “U.S. Subsidiaries
Guaranty”) and the U.S. Subsidiaries Guaranty shall be in full force and
effect.


 


(ii)           On the Initial
Borrowing Date, WSC shall have duly authorized, executed and delivered a
Canadian Subsidiaries Guaranty and such Canadian Subsidiaries Guaranty shall be
in full force and effect.


 


(t)            Pledge
Agreements.  On the Initial Borrowing
Date, each U.S. Credit Party shall have duly authorized, executed and delivered
a U.S. Pledge Agreement in the form of Exhibit K-1 (as modified, amended or
supplemented from time to time in accordance with the terms thereof and hereof,
the “U.S. Pledge Agreement”), and shall have delivered to the Collateral
Agent, as Pledgee thereunder, all of the U.S. Pledge Agreement Collateral
referred to therein and then owned by such Credit Party, (x) endorsed in
blank in the case of promissory notes constituting U.S. Pledge Agreement
Collateral and (y) together with executed and undated endorsements for
transfer in the case of equity interests constituting certificated U.S. Pledge
Agreement Collateral, along with evidence that all other actions necessary or,
in the reasonable opinion of the Collateral Agent, desirable, to perfect the
security interests purported to be created by the U.S. Pledge Agreement have
been taken, and the U.S. Pledge Agreement shall be in full force and effect.


 


(u)           Mortgages.  On or prior to the Initial Borrowing Date (or
such later date to which the Collateral Agent shall agree), the Collateral
Agent shall have received:


 


(i)            fully executed
counterparts of Mortgages (or assignments and amendments satisfactory to the
Collateral Agent to the Mortgages granted pursuant to the Existing Credit
Agreement), in the form of Exhibit L, which Mortgages shall cover such of the
Real Property owned by the Credit Parties and listed on Part B of Schedule IV,
together with evidence that counterparts of each of the Mortgages (and the
aforesaid assignments and amendments, if any) have been delivered to the title
company insuring the Lien of the Mortgages for recording in all places to the
extent necessary or desirable, in the judgment of the Collateral Agent, to
effectively create a valid and enforceable first priority mortgage lien
(subject to Permitted Encumbrances relating thereto) on the Mortgaged
Properties in favor of the Collateral Agent (or such other trustee as may be
required or desired under local law) for the benefit of the Secured Creditors;
and


 


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(ii)           Mortgage Policies
on the Mortgages for the Mortgaged Properties issued by a title insurance
company reasonably satisfactory to the Collateral Agent and in amounts
satisfactory to the Collateral Agent and assuring the Collateral Agent that
each of the Mortgages on such Mortgaged Properties is a valid and enforceable
first priority mortgage lien on such Mortgaged Properties, free and clear of
all defects and encumbrances except Permitted Encumbrances, and such Mortgage
Policies shall otherwise be in form and substance reasonably satisfactory to
the Collateral Agent and shall include, as appropriate, an endorsement for
future advances under this Credit Agreement and the Notes and for any other
matter that the Collateral Agent in its discretion may reasonably request,
shall not include an exception for mechanics’ liens, and shall provide for
affirmative insurance and such reinsurance as the Collateral Agent in its
discretion may reasonably request.


 


(v)           Custodian
Agreement.  On the Initial Borrowing
Date, each Credit Party and Maynard Becker and Donna Finnerty, as Custodians
shall have executed and delivered a Custodian Agreement in the form of Exhibit
M (as modified, amended or supplemented from time to time in accordance with
the terms thereof and hereof, the “Custodian Agreement”), and the
Custodian Agreement shall be in full force and effect.


 


(w)          Existing Credit
Agreement.  (i)  On the
Initial Borrowing Date, the Administrative Agent shall have received fully
executed counterparts to the Bank Assignment Agreement in the form of Exhibit
S, and all conditions to the effectiveness of the assignments and transfers
contemplated thereby shall have been satisfied.


 


(ii)           On the Initial
Borrowing Date, all transactions contemplated under the Bank Assignment
Agreement shall have been consummated, and all amounts owing under the Existing
Credit Agreement and related documents through and including the Effective Date
shall have been paid in full (other than principal on loans and the Existing
Letters of Credit).


 


(iii)          On or prior to the
Initial Borrowing Date, the Administrative Agent shall have received fully
executed counterparts to an acknowledgment and agreement to the Intercreditor
Agreement in the form of Exhibit T, acknowledging, among other things, the
Collateral Agent as the “Collateral Agent” under and as defined in the
Intercreditor Agreement, and all conditions to the effectiveness of such
agreement shall have been satisfied.


 


5.2           Conditions to All Credit Events.  On the date of the making of any Loan or the
issuance of any Letter of Credit, both at the time of making thereof and after
giving effect thereto and to the application of the proceeds therefrom, the
following statements shall be true to the satisfaction of the Administrative
Agent (and each delivery or deemed delivery of each Notice of Borrowing and a
Letter of Credit Request, and the acceptance by the Borrower of the proceeds of
such Loan or the issuance of such Letter of Credit, shall constitute a
representation and warranty by each of Holdings and the Borrower that on the
date of such Loan or issuance of such Letter of Credit at the time of making
thereof and after giving effect thereto and to the application of the proceeds
therefrom, such statements are true):


 


(a)           the representations
and warranties contained in this Credit Agreement and in each other Credit
Document are true and correct in all material respects on and as of the date 


 


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of such Loan or issuance of such Letter of
Credit as though made on and as of such date, except to the extent that such
representations and warranties expressly relate to an earlier date (in which
case such representations and warranties shall have been true and accurate on
and as of such earlier date);


 


(b)           no event has
occurred and is continuing, or would result from such Loan or the issuance of
any Letter of Credit or the application of the proceeds thereof, which would
constitute a Default or an Event of Default;


 


(c)           with respect to the
issuance of any Letter of Credit, none of the events set forth in
Section 3.1 has occurred and is continuing or would result from the
issuance of such Letter of Credit; and


 


(d)           there shall be no
requirement to make a mandatory payment of Revolving Loans pursuant to Section
2.5(d) that has not been satisfied.


 


The acceptance of the benefits of each Credit Event shall constitute a
representation and warranty by each Credit Party to each of the Lenders that
all of the applicable conditions specified above exist as of the date of such
Credit Event.  All of the certificates,
legal opinions and other documents and papers referred to in this
Section 5, unless otherwise specified, shall be delivered to the
Administrative Agent at the location where the closing occurs for the account
of each of the Lenders and, except for the Notes, in sufficient counterparts or
copies for each of the Lenders and shall be in form and substance as specified
herein or otherwise satisfactory to the Administrative Agent.


 


ARTICLE 6


 


Representations and Warranties


 


To induce the Lenders to enter into this Credit Agreement and to make
the Loans and issue and/or participate in the Letters of Credit provided for
herein, each of Holdings and the Borrower makes the following representations,
warranties and agreements, as to itself and as to each of its respective
Subsidiaries (other than the Unrestricted Subsidiaries), all of which shall
survive the execution and delivery of this Credit Agreement, the making of the
Loans and the issuance of the Letters of Credit (with the occurrence of each
Credit Event being deemed to constitute a representation and warranty that the
matters specified in this Article 6 are true and correct in all material
respects on and as of the date of each such Credit Event, unless stated to
relate to a specific earlier date, in which case they will be true and correct
as of such earlier date):


 


6.1           Corporate Status.  Each Credit Party (i) is a duly
organized and validly existing corporation, limited liability company or
partnership, as the case may be, in good standing under the laws of the
jurisdiction of its organization and has the corporate, limited liability
company or partnership power and authority, as the case may be, to own its
property and assets and to transact the business in which it is engaged and
presently proposes to engage and (ii) has duly qualified and is authorized
to do business and is in good standing in all jurisdictions 


 


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where it is required to be so
qualified and where the failure to be so qualified could reasonably be expected
to have a Material Adverse Effect.


 


6.2           Corporate Power and Authority.  Each Credit Party has the corporate, limited
liability company or partnership, as the case may be, power and authority to
execute, deliver and carry out the terms and provisions of the Credit Documents
to which it is a party and has taken all necessary corporate, limited liability
company or partnership, as the case may be, action to authorize the execution,
delivery and performance of the Credit Documents to which it is a party. Each
Credit Party has duly executed and delivered each Credit Document to which it
is a party and each such Credit Document constitutes the legal, valid and
binding obligation of such Credit Party enforceable in accordance with its
terms, except that such enforceability may be limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium and similar laws of general
application relating to or affecting the rights and remedies of creditors and
general equitable principles (regardless of whether enforcement is sought in
equity or at law) and (ii) federal securities or other laws or regulations
or public policy insofar as they may restrict the enforceability of rights to
indemnification.


 


6.3           No Violation.  Neither the execution, delivery and
performance by any Credit Party of any of the Credit Documents to which it is a
party nor compliance with the terms and provisions thereof, nor the consummation
of any of the transactions contemplated therein (i) will contravene any
applicable provision of any law, statute, rule, regulation, order, writ,
injunction or decree of any court or governmental instrumentality,
(ii) will conflict or be inconsistent with or violate or result in any
breach of any of the terms, covenants, conditions or provisions of, or
constitute a default under, or (other than pursuant to the Collateral
Documents) result in the creation or imposition of (or the obligation to create
or impose) any Lien upon any of the property or assets of such Credit Party or
any of its Subsidiaries pursuant to the terms of any indenture, mortgage, deed
of trust, agreement or other instrument to which such Credit Party or any of
its Subsidiaries is a party or by which it or any of its property or assets are
bound or to which it may be subject or (iii) will violate any provision of
any Governing Document of Holdings, the Borrower or any of their respective
Subsidiaries, except, in the case of clauses (i) and (ii), any
contraventions, conflicts, inconsistencies, breaches and defaults which are not
reasonably likely to adversely affect any Lender or to have a Material Adverse
Effect.  In no event shall any Credit
Event hereunder conflict or be inconsistent with or violate or result in any
breach of any of the terms, covenants, conditions or provisions of, or
constitute a default under, the Senior Unsecured Notes Indenture or the Senior
Secured Notes Indenture.


 


6.4           Litigation.  There are no actions, suits or proceedings
pending or threatened with respect to (i) any Credit Document or
(ii) Holdings, the Borrower or any of their respective Subsidiaries that,
after giving effect to expected insurance proceeds and indemnity payments, are
reasonably likely, either individually or in the aggregate, to have a Material
Adverse Effect.


 


6.5           Use of Proceeds.  (a)  [Intentionally Omitted].


 


(b)           All proceeds of
Revolving Loans shall be utilized by the Borrower (i) to finance, in part,
the repayment of Existing Indebtedness of the Borrower (including the Senior
Unsecured Notes and the Senior Secured Notes) and (ii) for general
corporate purposes 


 


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(including distributions permitted by Section
8.6(h)), Capital Expenditures and working capital of the Borrower and its
Subsidiaries, including acquisitions permitted hereunder.


 


(c)           No part of the
proceeds of any Loan and no Letter of Credit will be used to purchase or carry
any Margin Stock or to extend credit for the purpose of purchasing or carrying
any Margin Stock.  Neither the making of
any Loan nor the use of the proceeds thereof nor the occurrence of any other
Credit Event will violate or be inconsistent with the provisions of Regulations
T, U, or X of the Board of Governors of the Federal Reserve System.


 


6.6           Governmental Approvals.  Except for the filing of the Mortgages and
the filing of the financing statements and for any other filings, registrations
or recordings required under the Collateral Documents (all of which have been
made or will be made as required) and any consents to assignments of any
Government Lease, no order, consent, approval, license, authorization, or
validation of, or filing, recording or registration with, or exemption by, any
foreign or domestic governmental or public body or authority, or any
subdivision thereof, is required to authorize or is required in connection with
(i) the execution, delivery and performance by the Credit Parties of the
Credit Documents or (ii) the legality, validity, binding effect or
enforceability of any Credit Document as against each Credit Party which is a
party thereto.


 


6.7           Investment Company Act.  None of Holdings, the Borrower or any of
their respective Subsidiaries is registered, or required to register, as an
“investment company” or a company “controlled” by an “investment company”,
within the meaning of the Investment Company Act of 1940, as amended.


 


6.8           Public Utility Holding Company Act.  None of Holdings, the Borrower or any of
their respective Subsidiaries is a “holding company”, or a “subsidiary company”
of a “holding company”, or an “affiliate” of a “holding company” or of a
“subsidiary company” of a “holding company”, within the meaning of the Public
Utility Holding Company Act of 1935, as amended.


 


6.9           True and Complete Disclosure.  All factual information (taken as a whole)
heretofore or contemporaneously furnished by or on behalf of Holdings or the
Borrower in writing to any Agent or any Lender for purposes of or in connection
with this Credit Agreement or any other Credit Document or any transaction
contemplated herein or therein does not, and all other such factual information
(taken as a whole) hereafter furnished by or on behalf of Holdings or the
Borrower in writing to any Agent or any Lender will not, as of the date as of
which such information is dated or certified, contain any untrue statement of a
material fact or omit to state any material fact necessary to make such
information (taken as a whole) not misleading as of such time, in each case in
light of the circumstances under which such information was provided, it being
understood and agreed that for purposes of this Section 6.9, such factual
information shall not include the Latest Projections or pro  forma
financial information.


 


6.10         Financial Condition; Financial
Statements.  (a)  On and as
of the Initial Borrowing Date after giving effect to all Indebtedness incurred,
and to be incurred, and Liens created and to be created, and the use of the
proceeds thereof, by each Credit Party in connection with this Credit
Agreement, (x) the sum of the assets, at a fair valuation, of the Borrower
and its Subsidiaries, taken as a whole, will exceed their debts, (y) the
Borrower and its Subsidiaries, 


 


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taken as a whole, will not have
incurred nor intend to, or believe that they will, incur debts beyond their
ability to pay such debts as such debts mature and (z) the Borrower does
not have unreasonably small capital with which to conduct its businesses. For
purposes of this Section 6.10(a), “debt” means any reasonably expected
liability on a claim, and “claim” means (i) right to payment whether or
not such a right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured
or unsecured; or (ii) right to an equitable remedy for breach of
performance if such breach gives rise to a payment, whether or not such right
to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured,
disputed, undisputed, secured or unsecured.


 


(b)           The (i) audited
consolidated balance sheets of Holdings and its Subsidiaries and of the
Borrower and its Subsidiaries as of, and audited statements of operations,
shareholder’s equity and cash flows for the fiscal year ended,
December 31, 2004 and (ii) unaudited consolidated balance sheets of
Holdings and its Subsidiaries and of the Borrower and its Subsidiaries as of,
and unaudited statements of operations, shareholder’s equity and cash flows for
the fiscal quarter ended, March 31, 2005 furnished to the Administrative
Agent and the Lenders prior to the Initial Borrowing Date, present fairly in
all material respects the financial condition at such dates of such balance
sheets and results of operations for the fiscal periods then ended.  Since March 31, 2005, nothing has
occurred which has had or would be reasonably likely to result in a Material
Adverse Effect.


 


(c)           The Latest
Projections have been prepared by the Borrower in good faith and were based on
assumptions that the Borrower believed, at the time of delivery thereof to the
Administrative Agent, to be reasonable. 
The Borrower believed, at the time of delivery thereof to the
Administrative Agent, that the Latest Projections were reasonable and
attainable, it being recognized by the Agents and the Lenders, however, that
projections as to future events are not to be viewed as facts and that the
actual results during any period or periods covered by such projections may
differ materially from the projected results.


 


6.11         Locations of Offices, Records,
Inventory and Rental Equipment.  The
address of the principal place of business and chief executive office of each
Credit Party as of the Initial Borrowing Date is set forth on Schedule VI.  The books and records of each Credit Party,
and all its chattel paper and records of Accounts and Unit Certificates, are,
as of the Initial Borrowing Date, maintained exclusively at the respective
locations listed on Schedule VI.  As of
the Initial Borrowing Date, there is no jurisdiction (or, with respect to the
Rental Equipment, State) in which any Credit Party has any chattel paper,
records of Account, Rental Equipment (except for Rental Equipment in transit)
or Unit Certificates other than those jurisdictions (or States) identified on
Schedule VI.  Schedule VI also contains a
complete list of the legal names and addresses of each facility or warehouse at
which Rental Equipment is stored as of the Initial Borrowing Date.  None of the receipts received by the Borrower
from any warehouseman states that the goods covered thereby are to be delivered
to bearer or to the order of a named Person other than the Borrower or to a
named Person and such named Person’s assigns.


 


6.12         Security Interests.  Subject to Section 11.19 and any
effective restriction on the assignment of any Government Lease contained
therein (or in any applicable governmental rule or regulation related thereto),
on and after the Initial Borrowing Date, each of the Collateral Documents
create, as security for the Obligations, a valid and enforceable 


 


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perfected security interest in
and Lien on all of the Collateral, superior to and prior to the rights of all
third persons and subject to no other Liens other than Liens permitted by
Section 8.2.  At all times on or
after the Initial Borrowing Date, the respective grantor under each Collateral
Document shall have good and marketable title to all the Collateral subject
thereto free and clear of all Liens other than Permitted Liens.  No filings or recordings are required in
order to perfect the security interests created under any Collateral Document
except for filings or recordings required pursuant to the terms of any such
Collateral Document.


 


6.13         Tax Returns and Payments.  Each of Holdings, the Borrower and each of
their respective Subsidiaries has timely filed or caused to be timely filed
with the appropriate taxing authority, all federal returns and all other
material returns, statements, forms and reports for taxes required to be filed
by or with respect to the income, properties or operations of Holdings, the
Borrower and any of their respective Subsidiaries.  Such returns accurately reflect all liability
for taxes of Holdings, the Borrower and their respective Subsidiaries for the
periods covered thereby.  Each of
Holdings, the Borrower and each of their respective Subsidiaries has paid all
material taxes payable by it other than taxes which are not due, and other than
those contested in good faith by proper proceedings diligently pursued and for
which adequate reserves have been established in accordance with GAAP and, if
any Lien secures any such taxes, which proceedings have the effect of
preventing the forfeiture or sale of the property or asset subject to such
Lien.  Except as set forth on
Schedule VII, there is no material action, suit, proceeding,
investigation, audit or claim now pending or, to the knowledge of Holdings or
the Borrower, threatened by any authority regarding any taxes relating to Holdings,
the Borrower or any of their respective Subsidiaries.  As of the Initial Borrowing Date, none of
Holdings, the Borrower or any of their respective Subsidiaries has entered into
an agreement or waiver or been requested to enter into an agreement or waiver
extending any statute of limitations relating to the payment or collection of
material taxes of Holdings, the Borrower or any of their respective
Subsidiaries, or is aware of any circumstances that would cause the taxable
years or other taxable periods of Holdings, the Borrower or any of their
respective Subsidiaries not to be subject to the normally applicable statute of
limitations with respect to any material taxes.


 


6.14         Compliance with ERISA.  (i)  Schedule VIII identifies each
Plan; each Plan (and each related trust, insurance contract or fund) is in
substantial compliance with its terms and with all applicable laws, including,
without limitation, ERISA and the Code; each Plan (and each related trust, if
any) which is intended to be qualified under Section 401(a) of the Code
has received a determination letter from the Internal Revenue Service to the
effect that it meets the requirements of Sections 401(a) and 501(a) of the
Code, as appropriate; no Reportable Event has occurred; no Plan which is a
Multiemployer Plan is insolvent or in reorganization; no Plan subject to
Title IV of ERISA has an Unfunded Current Liability which, when added to
the aggregate amount of Unfunded Current Liabilities with respect to all other
Plans subject to Title IV of ERISA, exceeds $1,000,000; no Plan which is
subject to Section 412 of the Code or Section 302 of ERISA has an
accumulated funding deficiency, within the meaning of such sections of the Code
or ERISA, or has applied for or received a waiver of an accumulated funding
deficiency or an extension of any amortization period, within the meaning of
Section 412 of the Code or Section 303 or 304 of ERISA; all
contributions required to be made with respect to a Plan subject to Title IV of
ERISA have been timely made; neither Holdings nor any Subsidiary of Holdings
nor any ERISA Affiliate has incurred any material liability (including any
indirect, contingent or secondary liability) to or on account of a Plan
pursuant to 


 


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Section 409, 502(i),
502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or
Section 401(a)(29), 4971 or 4975 of the Code or expects to incur any such
liability under any of the foregoing sections with respect to any Plan; no
condition exists which presents a material risk to Holdings or any Subsidiary
of Holdings or any ERISA Affiliate of incurring a liability to or on account of
a Plan pursuant to the foregoing provisions of ERISA and the Code; no
proceedings have been instituted to terminate or appoint a trustee to
administer any Plan which is subject to Title IV of ERISA; no action, suit,
proceeding, hearing, audit or investigation with respect to the administration,
operation or the investment of assets of any Plan (other than routine claims
for benefits) is pending, expected or, to the best knowledge of Holdings, any
Subsidiary of Holdings or any ERISA Affiliate, threatened; using actuarial
assumptions and computation methods consistent with Part 1 of subtitle E of
Title IV of ERISA, the aggregate liabilities of Holdings and its Subsidiaries
and its ERISA Affiliates to all Plans which are multiemployer plans (as defined
in Section 4001(a)(3) of ERISA) in the event of a complete withdrawal
therefrom, as of the close of the most recent fiscal year of each such Plan
ended prior to the date of the most recent Credit Event, would not exceed
$1,000,000; each group health plan (as defined in Section 607(1) of ERISA
or Section 4980B(g)(2) of the Code) which covers or has covered employees
or former employees of the Borrower, any Subsidiary of the Borrower, or any
ERISA Affiliate has at all times been operated in material compliance with the
provisions of Part 6 of subtitle B of Title I of ERISA and Section 4980B
of the Code; no lien imposed under the Code or ERISA on the assets of Holdings
or any Subsidiary of Holdings or any ERISA Affiliate exists or is likely to
arise on account of any Plan, and none of Holdings, the Borrower or any of
their respective Subsidiaries maintains any Plan the obligations with respect
to which, individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect.


 


(ii)           Neither Holdings
nor the Borrower nor any of their respective Subsidiaries maintains or has
maintained any Foreign Pension Plans that has or could reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect.  None of Holdings, the Borrower or any of
their respective Subsidiaries has incurred any obligation in connection with
the termination of or withdrawal from any Foreign Pension Plan.


 


6.15         Subsidiaries.  Schedule IX hereto lists each Subsidiary of
the Borrower, and the direct and indirect ownership interest of the Borrower
therein, in each case existing on the Initial Borrowing Date.  Holdings is the record and beneficial owner
of 100% of the capital stock of the Borrower, and the Borrower is the record
and beneficial owner of 100% of the capital stock of the Unit Subsidiary.  On the Initial Borrowing Date, Holdings has
no significant assets or liabilities other than its ownership of the capital
stock of the Borrower and any liabilities directly related thereto, and on such
date Holdings owns no other capital stock of any other Person.


 


6.16         Intellectual Property; etc.  Holdings, the Borrower and each of their
respective Subsidiaries have obtained all material patents, trademarks,
servicemarks, trade names, copyrights, licenses and other rights, free from
burdensome restrictions (other than Permitted Liens), that are necessary for
the operation of their respective businesses as presently conducted and as
proposed to be conducted.


 


6.17         Compliance with Statutes, etc.  (a)  Each of Holdings, the Borrower
and their respective Subsidiaries is in compliance with all applicable
statutes, regulations and orders 


 


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of, and all applicable
restrictions imposed by, all governmental bodies, domestic or foreign, in
respect of the conduct of its business and the ownership of its property,
except such instances of noncompliance as could not, either individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(b)           Each of Holdings,
the Borrower and their respective Subsidiaries is in compliance with all
applicable Environmental Laws governing its business for which failure to
comply could reasonably be expected to have a Material Adverse Effect and none
of Holdings, the Borrower or any of their respective Subsidiaries is liable for
any material penalties, fines or forfeitures for failure to comply with such
Environmental Laws in the manner set forth above.  All licenses, permits, registrations or
approvals required for the business of Holdings, the Borrower and each of their
respective Subsidiaries, as conducted as of the Initial Borrowing Date, under
any Environmental Law have been secured and each of Holdings, the Borrower and
their respective Subsidiaries is in substantial compliance therewith, except
such licenses, permits, registrations or approvals, the failure to secure or to
comply therewith could not reasonably be expected to have a Material Adverse
Effect.  None of Holdings, the Borrower
or any of their respective Subsidiaries is in any material respect in
noncompliance with, breach of or default under any applicable writ, order,
judgment, injunction, or decree to which Holdings, the Borrower or any such
Subsidiary is a party and which would materially and adversely affect the
ability of Holdings, the Borrower or any such Subsidiary to operate its
business or Real Property and no event has occurred and is continuing which,
with the passage of time or the giving of notice or both, would constitute
material noncompliance, breach of or default thereunder, except in each such
case, such noncompliances, breaches and/or defaults as could not, either
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.  There are as of the
Initial Borrowing Date no Environmental Claims pending or, to the best
knowledge of the Borrower, threatened, which question the validity, term or
entitlement of Holdings, the Borrower or any of their respective Subsidiaries
for any permit, license, order or registration required for the operation of
any facility which Holdings, the Borrower or any of their respective
Subsidiaries currently operates.  There
are no facts, circumstances, conditions or occurrences concerning the business
or operations of Holdings, the Borrower or any of their respective
Subsidiaries, or any Real Property at any time owned or operated by Holdings,
the Borrower or any of their respective Subsidiaries, or, to the best of their
knowledge, on any property adjoining or adjacent to any such Real Property,
that are reasonably expected (i) to form the basis of a material
Environmental Claim against Holdings, the Borrower or any of their respective
Subsidiaries or any currently owned Real Property of Holdings, the Borrower or
any of their respective Subsidiaries, or (ii) to cause such currently
owned Real Property to be subject to any material restrictions on the ownership,
occupancy, use or transferability of such Real Property under any Environmental
Law, except in each such case, such environmental claims or restrictions that
individually, or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.


 


(c)           Hazardous Materials
have not at any time been (i) generated, used, treated or stored on, or
transported to or from, by Holdings, the Borrower or any of their respective
Subsidiaries, any Real Property of Holdings, the Borrower or any of their
respective Subsidiaries or (ii) released or disposed of on any such Real
Property, except Hazardous Materials generated, used, treated or stored on, or
transported to or from, any Real Property of Holdings, the Borrower 


 


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or any of their respective Subsidiaries in
the ordinary course of business and in material compliance with Environmental
Laws.


 


6.18         Properties.  Each of Holdings, the Borrower and their
respective Subsidiaries has good title to all material properties (excluding
intellectual property which is covered in Section 6.16) owned by it free
and clear of all Liens, other than Permitted Liens.  Part A of Schedule IV contains a true
and complete list of each Real Property owned and leased by Holdings, the
Borrower or their respective Subsidiaries on the Initial Borrowing Date and the
type of interest therein held by Holdings, the Borrower or such Subsidiary.


 


6.19         Labor Relations; Collective
Bargaining Agreements. 
(a)  Set forth on Schedule X hereto is a list (including dates
of termination) of all Collective Bargaining Agreements in effect on the
Initial Borrowing Date.


 


(b)           None of Holdings,
the Borrower nor any of their respective Subsidiaries is engaged in any unfair
labor practice that could reasonably be expected to have a Material Adverse
Effect.  There is (i) no significant
unfair labor practice complaint pending against Holdings, the Borrower or any
of their respective Subsidiaries or, to the best knowledge of Holdings and the
Borrower, threatened against any of them, before the National Labor Relations
Board, and no significant grievance or significant arbitration proceeding
arising out of or under any collective bargaining agreement is pending against
Holdings, the Borrower or any of their respective Subsidiaries or, to the best
knowledge of Holdings and the Borrower, threatened against any of them and
(ii) no significant strike, labor dispute, slowdown or stoppage is pending
against Holdings, the Borrower or any of their respective Subsidiaries or, to
the best knowledge of Holdings and the Borrower, threatened against any of them
except (with respect to any matter specified in clause (i) and (ii) above,
either individually or in the aggregate) such as is not reasonably likely to
have a Material Adverse Effect.


 


6.20         Restrictions on Subsidiaries.  Except for restrictions contained in the
Credit Documents, the Senior Unsecured Notes Documents, the Senior Secured
Notes Documents and in agreements with respect to other Existing Indebtedness,
as of the Initial Borrowing Date there are no effective contractual or
consensual restrictions on the Borrower or any of its Subsidiaries which
prohibit or otherwise restrict (i) the transfer of cash or other assets
(x) between Holdings and any of its Subsidiaries or (y) between any
Subsidiaries of Holdings or (ii) the ability of Holdings or any of its
Subsidiaries to grant security interests to the Lenders in the Collateral
(except that certain Government Leases may have restrictions on the assignment
thereof).


 


6.21         Status of Accounts.  Each Account is based on an actual and bona
fide lease or sale and delivery of goods (including Rental Equipment) or
rendition of services to customers, made by the Borrower and its Subsidiaries
in the ordinary course of its business; the goods, Inventory and Rental
Equipment being sold or leased and the Accounts created are its property and
are not and shall not be subject to any Lien, consignment arrangement,
encumbrance, security interest or financing statement whatsoever other than the
Liens created pursuant to the Collateral Documents and Permitted Liens, and,
except as otherwise reported or reserved against on the Borrower’s or its
Subsidiaries’ books and records or to the extent excluded from the Borrowing
Base, the Borrower’s and its Subsidiaries’ customers have 


 


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accepted the goods or services,
owe and are obligated to pay the full amounts stated in the invoices according
to their terms, without any dispute, offset, defense, or counterclaim.


 


6.22         Material Contracts.  None of Holdings, the Borrower, or any of
their respective Subsidiaries is in breach of or in default under any Material
Contract.


 


6.23         Existing Indebtedness and Operating
Leases.  (a)  Part A of
Schedule III sets forth a true and complete list of all Existing Indebtedness
(excluding any existing Indebtedness with an aggregate principal amount then
outstanding of less than $1,000,000, so long as the aggregate principal amount
of outstanding Existing Indebtedness excluded pursuant to this parenthetical
does not exceed $4,000,000) of Holdings, the Borrower and their respective
Subsidiaries as of the Initial Borrowing Date, in each case showing the
aggregate principal amount thereof and the name of the respective borrower and
any other entity which directly or indirectly guaranteed such debt.


 


(b)           Part B of Schedule
III sets forth a true and complete list of all Operating Leases of Real
Property leased by Holdings, the Borrower and their respective Subsidiaries as
of the Initial Borrowing Date, in each case showing the aggregate annual lease
payments with respect to each such Operating Lease, the respective lessee
thereunder and any other entity which has directly or indirectly guaranteed any
obligations of the lessee thereunder.


 


6.24         Guarantee of Certain Notes;
Subordinated Guarantor Senior Indebtedness; Credit Agreement; etc.  (a)  No Subsidiary of Holdings has
guaranteed the Senior Unsecured Notes or the Senior Secured Notes, other than
the Subsidiary Guarantors.


 


(b)           Except as set forth
on Schedule XX, all obligations of the Unit Subsidiary as a Subsidiary
Guarantor (including, without limitation, its guarantee of the principal of,
interest on, and other amounts relating to, the Outstandings) under the Subsidiaries
Guaranty constitute “Subordinated Guarantor Senior Indebtedness” under, and as
defined in, each of the Senior Unsecured Notes Indenture and the Senior Secured
Notes Indenture.


 


(c)           This Credit
Agreement constitutes the “Credit Agreement” under, and as defined in, the
Senior Unsecured Notes Indenture.


 


6.25         Unit Subsidiary.  Unit Subsidiary is a direct Wholly-Owned
Domestic Subsidiary of the Borrower (all of the equity interests in which are
pledged to the U.S. Pledgee pursuant to the Pledge Agreement).  All Non-Qualified Units owned by Holdings or
any of its Subsidiaries which are located in the United States of America or
any State or territory thereof are owned by the Unit Subsidiary or, if acquired
by the Borrower or any of its Subsidiaries after the Effective Date, shall
within five Business Days after the month in which such acquisition occurred,
be contributed to the equity of the Unit Subsidiary.


 


6.26         Rental Equipment; Business of the
Credit Parties.  (a)  Each
U.S. Credit Party that owns Rental Equipment holds such Rental Equipment for
sale or lease and is in the business of selling goods of that kind.


 


(b)           Each Canadian
Subsidiary Guarantor that owns Rental Equipment (i) holds such Rental
Equipment for sale or lease, or has leased such Rental Equipment, or
(ii) is 


 


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to furnish such Rental Equipment, or has
furnished such Rental Equipment, under a contract of service.


 


(c)           No Certificate of
Title is required under applicable law to be issued with respect to any Rental
Equipment constituting a storage container.


 


6.27         Legal Names; Type of Organization
(and Whether a Registered Organization); Jurisdiction of Organization; etc.  Schedule XI attached hereto contains
(i) the exact legal name of Holdings, the Borrower and each Subsidiary
Guarantor, (ii) the type of organization of Holdings, the Borrower and
each Subsidiary Guarantor, (iii) whether or not Holdings, the Borrower and
each Subsidiary Guarantor is a registered organization, (iv) the jurisdiction
of organization of Holdings, the Borrower and each Subsidiary Guarantor,
(v) the Borrower’s and each Subsidiary Guarantor’s Location (or, in the
case of a Canadian Subsidiary, such Canadian Subsidiary’s registered head
office and principal place of business) and (vi) the organizational
identification number (if any) of Holdings, the Borrower and each Subsidiary
Guarantor.  To the extent that Holdings,
the Borrower or any Subsidiary Guarantor does not have an organizational
identification number on the date hereof and later obtains one, Holdings, the
Borrower or such Subsidiary Guarantor 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 pursuant to the Collateral Documents fully
perfected and in full force and effect.


 


6.28         Insurance.  Schedule XII hereto set forth a true and
complete listing of all insurance maintained by Holdings, the Borrower and each
of their respective Subsidiaries as of the Effective Date.


 


6.29         Ownership of Rental Equipment.  All Rental Equipment (x) located in the
United States or any State thereof is owned by the Borrower or a US Subsidiary
Guarantor organized under the laws of a State of the United States and
(y) all Rental Equipment located in Canada is owned by a Canadian
Subsidiary Guarantor organized under the laws of a Qualified Canadian
Jurisdiction.


 


6.30         No Permitted Units Financing or
Attributable Debt.  None of Holdings,
the Borrower, or any of their respective Subsidiaries have incurred or will
incur any Permitted Units Financing (as defined in the Senior Unsecured Notes
Indenture) under Section 4.09(b)(13)(i) or any Attributable Debt (as
defined in the Senior Unsecured Notes Indenture) under Section 4.09(b)(12)
of the Senior Unsecured Notes Indenture.


 


6.31         Intercreditor Agreement.  The intercreditor provisions contained in the
Intercreditor Agreement are enforceable against the holders of the Senior
Secured Notes and the trustee under the Senior Secured Notes Indenture and,
except as set forth on Schedule XXI, all Obligations hereunder are within the
definition of “First Lien Obligations” included in such provisions.


 


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6.32         Foreign Assets Control Regulations,
Etc.


 


(a)           None of the
execution, delivery or performance of the Credit Documents by the Credit
Parties nor the use of the proceeds of the Loans hereunder will violate (i) the
United States Trading with the Enemy Act, as amended, (ii) any of the foreign
assets control regulations of the United States Treasury Department (31 CFR,
Subtitle B, Chapter V, as amended) or any enabling legislation or executive
order relating thereto, (iii) Executive Order No. 13,224, 66 Fed Reg 49,079
(2001), issued by the President of the United States (Executive Order Blocking
Property and Prohibiting Transactions with Persons Who Commit, Threaten to
Commit or Support Terrorism) (the “Terrorism Order”) or (iv) the PATRIOT
Act.  No part of the proceeds from the
Revolving Loans will be used, directly or indirectly, for any payments to any
governmental official or employee, political party, official of a political
party, candidate for political office, or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper
advantage, in violation of the United States Foreign Corrupt Practices Act of
1977, as amended.


 


(b)           No Credit Party is
or will become a “blocked person” as described in Section 1 of the Terrorism
Order.


 


Notwithstanding anything to the contrary set forth in this Article 6,
none of the representations, warranties or agreements contained in this Article
6 shall apply to any Unrestricted Subsidiary.


 


ARTICLE 7


 


Affirmative Covenants


 


Subject to Section 1.5 and Section 11.19, each of Holdings and the
Borrower hereby covenants and agrees that on the Effective Date and thereafter,
for so long as this Credit Agreement is in effect and until the Total
Commitments have terminated, no Letters of Credit or Notes are outstanding and
all Loans and Letter of Credit Obligations, together with interest, Fees,
Expenses and all other Obligations then due and payable, are paid in full:


 


7.1           Financial Information.  The Borrower shall furnish to the
Administrative Agent (who shall then make available to the Lenders) the
following information within the following time periods:


 


(a)           as soon as available
and in any event within 90 days (or 120 days in the case of the item described
in clause (B) below only) after the end of each fiscal year of Holdings,
(i) audited Financial Statements of Holdings as of the close of such
fiscal year and for such fiscal year, together with a comparison to the
Financial Statements for the prior year, in each case accompanied by (A) a
report thereon of the Auditors thereof unqualified as to scope, which report
shall state that such consolidated financial statements fairly present the consolidated
financial position of Holdings and its consolidated Subsidiaries as at the date
indicated and the results of their operations and cash flows for the periods
indicated in conformity with GAAP (except as otherwise stated therein) and that
the examination by such Auditors has been made in accordance with the standards
of the Public Company Accounting Oversight Board (United States), (B) such
Auditors’ management letter to Holdings, and (C) a written statement
signed by the Auditors stating that in the course of the annual audit of the
consolidated Financial 


 


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Statements of Holdings and its consolidated
Subsidiaries, which audit was conducted by the Auditors in accordance with the
standards of the Public Company Accounting Oversight Board (United States),
such Auditors have not obtained any knowledge of the existence of any Default
or Event of Default under any provision of, if applicable, Sections 8.9,
8.10 or 8.11 of, this Credit Agreement, or, if such Auditors shall have
obtained from such examination any such knowledge, they shall disclose in such
written statement the existence of the Default or Event of Default and the
nature thereof, it being understood that such Auditors shall not be required
hereunder to perform any special audit procedures and (ii) a compliance
certificate signed by a Responsible Officer of the Borrower substantially in
the form of Exhibit O, which certificate shall (A) include a schedule
in form satisfactory to the Administrative Agent of the calculations used in
determining, as of the end of such fiscal year, whether the Borrower was in
compliance with the covenants set forth in Articles 7 and 8 of this Credit
Agreement for such year (it being understood and agreed that if such
certificate is delivered with respect to a fiscal year for which
Sections 8.9, 8.10 and 8.11 are not being tested for a fiscal period
ending on the last day of such fiscal year due to no Trigger Event having
occurred, such certificate shall still provide the calculations for
Sections 8.9, 8.10 and 8.11 as if a Trigger Event had occurred and such
fiscal year were a Test Period or, in the case of Section 8.11, the 13
consecutive fiscal month period tested thereunder ended on the last day of such
fiscal year, but the certificate shall not be required to indicate whether or
not the Borrower was in compliance with such covenants)and (B) either
(x) certify that no changes are required to be made to any of
Schedule VI or XI hereto, Annexes C, F, H, I, J or K of the U.S. Security
Agreement, Annexes A through F of the U.S. Pledge Agreement or Schedules
2.1(1)(f), 2.1(1)(h), 4.1(d) or 4.1(e) (or any analogous Schedules) to any
Canadian Security Agreement, in each case so as to make the information set
forth therein accurate and complete as of the date of such certificate, or
(y) to the extent that any such information is no longer accurate and
complete as of such date, list in reasonable detail all information necessary
to make all such Schedules and Annexes accurate and complete (as which time
such Schedules and/or such Annexes, as the case may be, shall be deemed
modified to reflect such information). 
To the extent that Holdings’ or the Borrower’s, as the case may be,
annual report on Form 10-K contains any of the foregoing items, the Lenders
will accept Holdings’ or the Borrower’s, as the case may be, report on Form 10-K
in lieu of such items;


 


(b)           as soon as available
and in any event within 45 days after the end of each fiscal quarter of
Holdings or the Borrower, as applicable, (except the last fiscal quarter of any
fiscal year) (i) Financial Statements as at the end of such period and for
the fiscal year to date, together with a comparison to the Financial Statements
for the same periods in the prior year, all in reasonable detail and duly
certified by a Responsible Officer of Holdings or the Borrower, as applicable,
as having been prepared substantially in accordance with GAAP (subject to the
absence of footnotes and audit and normal year-end adjustments) and (ii) a
compliance certificate signed by a Responsible Officer of the Borrower
substantially in the form of Exhibit O, which certificate shall
(A) include a schedule in form satisfactory to the Administrative Agent of
the calculations used in determining, as of the end of such fiscal quarter,
whether the Borrower was in compliance with the covenants set forth in Articles
7 and 8 of this Credit Agreement for such quarter (it being understood and
agreed that if such certificate is delivered with respect to a fiscal quarter
for which Sections 8.9, 8.10 and 8.11 are not being tested for a fiscal period
ending on the last day of such fiscal quarter due to no Trigger Event having
occurred, such certificate shall still provide the calculations for Sections
8.9, 8.10 and 8.11 as if a Trigger Event had occurred and such fiscal quarter
were the last fiscal quarter of a 


 


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Test Period or, in the case of Section 8.11,
the 13 consecutive fiscal month period tested thereunder ended on the last day
of such fiscal quarter, but the certificate shall not be required to indicate
whether or not the Borrower was in compliance with such covenants), and
(B) either (x) certify that no changes are required to be made to any
of Schedules VI or XI hereto, Annexes C, F, H, I, J or K of the U.S. Security
Agreement, Annexes A through F of the U.S. Pledge Agreement or Schedules
2.1(1)(f), 2.1(1)(h), 4.1(d) or 4.1(e) (or any analogous Schedules) to any
Canadian Security Agreement, in each case so as to make the information set
forth therein accurate and complete as of the date of such certificate, or
(y) to the extent that such information is no longer accurate and complete
as of such date, list in reasonable detail all information necessary to make
all such Schedules and Annexes accurate and complete (at which time such
Schedules and/or such Annexes, as the case may be, shall be deemed modified to
reflect such information).  To the extent
that Holdings’ or the Borrower’s, as the case may be, quarterly report on Form
10-Q contains any of the foregoing items, the Lenders will accept Holdings’ or
the Borrower’s, as the case may be, report on Form 10-Q in lieu of such items;


 


(c)           as soon as available
and in any event within 30 days after the end of each fiscal month of the
Borrower (except the last fiscal month of any fiscal quarter, with respect to
which such reports shall be delivered within 45 days after the end of the
fiscal month (other than the last quarter of the fiscal year, with respect to which
such reports shall be delivered within 90 days after the end of the fiscal
month)), a consolidated balance sheet for the Borrower and its consolidated
Subsidiaries as at the end of such fiscal month and consolidated statements of
operations and cash flows for the Borrower and its consolidated Subsidiaries
for such fiscal month and for the fiscal year to date, together with a
comparison to the consolidated balance sheet, statement of operations and
statement of cash flows for the Borrower and its consolidated Subsidiaries for
the same periods in the prior year, all in reasonable detail and duly certified
by a Responsible Officer of the Borrower as having been prepared substantially
in accordance with GAAP (subject to the addition of footnotes and audit and
normal year-end adjustments);


 


(d)           not later than 60
days after the end of each fiscal year commencing with the fiscal year ending
December 31, 2005, monthly consolidated projections (in substantially the
same form as the Projections) for Holdings and its Subsidiaries and for the
Borrower and its Subsidiaries for the following fiscal year and annual
projections for each subsequent fiscal year through and including the fiscal
year in which the Maturity Date occurs;


 


(e)           upon request by the
Administrative Agent at any time if a Default or Event of Default shall exist
and in any event within 30 days after the end of each month (or more frequently
if requested by the Administrative Agent in the exercise of its Permitted
Discretion), a Borrowing Base certificate (the “Borrowing Base Certificate”)
in substantially the form of Exhibit P, duly completed, as of the last day of
such month (or such other date as the Administrative Agent may specify in such
request) and certified by a Responsible Officer of the Borrower and subject
only to adjustment upon completion of the normal year-end audit.  In addition, each Borrowing Base Certificate
shall have attached to it such additional schedules and/or other information,
including monthly aging reports, as the Administrative Agent may reasonably
request;


 


(f)            as soon as possible
after the end of each calendar month, but in any event not later than 30 days
after the end of such month (or more frequently as the Administrative 


 


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Agent may reasonably request), (A) a
certificate setting forth the Average Rental Rate as of the end of the
immediately preceding month, (B) a certificate setting forth the Average
Lease Term as of the last day of the immediately preceding fiscal month,
(C) the Utilization as of the end of the immediately preceding month and
the average Utilization for the 13 months then last ended (calculated by taking
the average of the Utilization for each of such 13 months then last ended), and
(D) the average age of all Rental Equipment not constituting storage units
(taken as a whole) and the average age of all Rental Equipment constituting
storage units (taken as a whole), in each case as of the end of the immediately
preceding month;


 


(g)           promptly and in any
event within five Business Days after becoming aware of the occurrence of any
event which constitutes a Default or Event of Default, a certificate of the
chief executive officer or chief financial officer of the Borrower specifying
the nature thereof and the Borrower’s proposed response thereto, each in
reasonable detail;


 


(h)           promptly following
the request of the Administrative Agent, a comparison of consolidated actual
results of operations, cash flow and Capital Expenditures for the Borrower and
its Subsidiaries for the fiscal month most recently ended and for the period
from the beginning of the current fiscal year through the end of such fiscal
month with amounts projected for such fiscal month and for the period from the
beginning of the current fiscal year through the end of such fiscal month
pursuant to the Latest Projections;


 


(i)            promptly upon the
earlier of the delivery, filing or making thereof, written notice to the
Administrative Agent (which notice shall include, where applicable, the
hyperlink thereto) that a 10-K, 10-Q, 8-K, proxy statement, annual report,
quarterly report, registration statement or other filing or communication by
Holdings, the Borrower or any of their respective Subsidiaries to holders of
its publicly traded securities or the Securities and Exchange Commission or any
successor thereto (the “SEC”) from time to time pursuant to the
Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as
amended, has been delivered, filed or made;


 


(j)            promptly and in any
event within five Business Days after becoming aware of the occurrence of any
of the following events, the Borrower will provide the Administrative Agent
with notice of such event (and copies of relevant documents if requested):


 


(i)            any Material
Contract of Holdings, the Borrower or any of their respective Subsidiaries is
terminated or amended or any new Material Contract is entered into which is
reasonably likely to have an adverse effect on the Lenders (in which event the
Borrower shall provide the Administrative Agent with a copy of such Material
Contract); or


 


(ii)           any of the material
terms (other than price) upon which material suppliers of the Borrower or any
of its Subsidiaries do business with the Borrower or such Subsidiary are
changed or amended the results of which are reasonably likely to have a
Material Adverse Effect; or


 


(iii)          any order, judgment
or decree in excess of $2,500,000 (after reasonably expected insurance and
indemnity recovery) shall have been entered against Holdings, 


 


103





















 


the Borrower
or any of their respective Subsidiaries or any of their respective properties
or assets; or


 


(iv)          any notification of
violation of any Requirement of Law shall have been received by Holdings, the
Borrower or any of their respective Subsidiaries from any Governmental
Authority the results of which could reasonably be expected to have a Material
Adverse Effect;


 


(k)           (A) within 60
days after the end of each fiscal year of the Borrower a new appraisal (satisfactory
to the Administrative Agent) of the Rental Equipment of the Borrower and the
Subsidiary Guarantors (on a scope substantially similar to the scope of the
appraisal of the Rental Equipment of the Borrower and the Subsidiary Guarantors
conducted by Daley Hodkin delivered to the Administrative Agent in February
2005) performed by a third party and on a valuation basis acceptable to the
Administrative Agent and (B) within 60 days after the occurrence of a
Trigger Event, an update on a desk top basis of the appraisal most recently
delivered pursuant to preceding clause (A), provided that, so long
as no Default or Event of Default exists, the Borrower shall not be required to
provide more than one such update in any calendar year, provided  further
that if a Default or an Event of Default has occurred and is continuing the
Administrative Agent shall be permitted to request an update on a physical
inspection basis at any time;


 


(l)            at the request of
the Administrative Agent (but, so long as no Default or Event of Default has
occurred and is continuing, in no event more frequently than semi-annually), an
update of the collateral examination report delivered to the Lenders pursuant
to Section 5.1(r) in form and substance reasonably satisfactory to the
Administrative Agent;


 


(m)          Environmental
Matters.  Promptly after any officer
of Holdings or the Borrower obtains knowledge thereof, notice of one or more of
the following environmental matters which could reasonably be expected to have
a Material Adverse Effect:


 


(i)            any material
pending or threatened Environmental Claim against Holdings, the Borrower or any
of their respective Subsidiaries or any Real Property owned, leased or operated
by Holdings, the Borrower or any of their respective Subsidiaries;


 


(ii)           any condition or
occurrence on or arising from any Real Property owned, leased or operated by
Holdings, the Borrower or any of their respective Subsidiaries that
(a) results in material noncompliance by Holdings, the Borrower or any of
their respective Subsidiaries with any applicable Environmental Law or
(b) could be expected to form the basis of a material Environmental Claim
against Holdings, the Borrower or any of their respective Subsidiaries or any
such Real Property;


 


(iii)          any condition or
occurrence on any Real Property owned, leased or operated by Holdings, the
Borrower or any of their respective Subsidiaries that could be expected to
cause such Real Property to be subject to any restrictions on the ownership,
lease, occupancy, use or transferability by Holdings, the Borrower or any of
their respective Subsidiaries of such Real Property under any Environmental
Law; and


 


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(iv)          the taking of any
material removal or remedial action in response to the actual or alleged
presence of any Hazardous Material on any Real Property owned, leased or
operated by Holdings, the Borrower or any of their respective Subsidiaries as
required by any Environmental Law or any governmental, regulatory or other
administrative agency; provided, that in any event the Borrower shall
deliver to each Lender all notices received by Holdings, the Borrower or any of
its Subsidiaries from any government or governmental, regulatory or
administrative agency under, or pursuant to, CERCLA or any other Environmental
Law which identify Holdings, the Borrower or any of their respective
Subsidiaries as potentially responsible parties for remediation costs or which
otherwise notify Holdings, the Borrower or any of their respective Subsidiaries
of potential liability under CERCLA or any other Environmental Law.


 


All such notices shall describe in reasonable detail the nature of the
claim, investigation, condition, occurrence or removal or remedial action and
Holdings’ or the Borrower’s response thereto; and


 


(n)           from time to time,
such further information, including customer address lists, regarding the
Collateral, business affairs and financial condition of Holdings, the Borrower
and/or each of their respective Subsidiaries as the Administrative Agent may
reasonably request.


 


Notwithstanding anything to the contrary contained in clause (f)
of this Section 7.1, the information delivered to the Administrative Agent
pursuant to sub-clauses (C) and (D) of Section 7.1(f) shall only be
delivered to those Lenders which have requested same from the Administrative
Agent in writing and delivered a copy of such request to the Borrower.


 


7.2           Real Estate Appraisals.  In the event that the Administrative Agent or
the Required Lenders at any time after the Effective Date determine in its or
their good faith discretion (as a result of events or circumstances affecting
the Administrative Agent or the Required Lenders after the Effective Date) that
real estate appraisals satisfying the requirements set forth in 12 C.F.R., Part
34-Subpart C, or any successor or similar statute, rule, regulation, guideline
or order (any such appraisal a “Required Appraisal”) are or were
required to be obtained, or should be obtained, in connection with any
Mortgaged Property or Mortgaged Properties, then, within 120 days after
receiving written notice thereof from the Administrative Agent or the Required
Lenders, as the case may be, such Required Appraisals shall be delivered, at
the expense of the Borrower, to the Administrative Agent, which Required
Appraisals, and the respective appraiser, shall be satisfactory to the
Administrative Agent.


 


7.3           Corporate Franchises.  Holdings and the Borrower will, and will
cause each of their respective Subsidiaries to, do or cause to be done, all
things necessary to preserve and keep in full force and effect its existence,
material rights and authority to do business, provided that transactions
permitted by Section 8.1 will not constitute a breach of this
Section 7.3, and provided  further that none of Holdings, the
Borrower or any of their respective Subsidiaries shall be required to preserve
any material right or authority to do business if such Person shall reasonably
determine that such preservation is no longer desirable in the ordinary course
of business, and the loss thereof could not reasonably be expected to have a
Material Adverse Effect.


 


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7.4           Compliance with Statutes, etc.  (a)  Holdings and the Borrower
will, and will cause each of their respective Subsidiaries to, comply with all
applicable statutes, regulations and orders of, and all applicable restrictions
imposed by, all governmental bodies, domestic or foreign, in respect of the
conduct of its business and the ownership of its property (including applicable
Environmental Laws) except to the extent non-compliance (individually or in the
aggregate) could not reasonably be expected to have a Material Adverse
Effect.  None of Holdings, the Borrower
or any of their respective Subsidiaries will generate, use, treat, store,
release or dispose of, or permit the generation, use, treatment, storage,
release or disposal of, Hazardous Materials on any of its Real Property, or
transport or permit the transportation of Hazardous Materials to or from any
such Real Property, except to the extent the failure to comply with the
foregoing requirements, either individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.  If required to do so under any applicable
Environmental Law, Holdings and the Borrower agree to undertake, and agree to
cause each of their respective Subsidiaries to undertake, any cleanup, removal,
remedial or other action necessary to remove and clean up any Hazardous
Materials from any Real Property in accordance with, in all material respects,
the requirements of all such applicable Environmental Laws and in accordance
with, in all material respects, all applicable orders and directives of all
governmental authorities; provided that none of Holdings, the Borrower
or any of their respective Subsidiaries shall be required to take any such
action where same is being contested by appropriate legal proceedings in good
faith by Holdings, the Borrower or such Subsidiary.


 


(b)           At the request of
the Administrative Agent or the Required Lenders at any time and from time to
time when an Event of Default has occurred and is continuing, but in any event
no more frequently than once a year with respect to any particular parcel of
Real Property, the Borrower will provide, at the Borrower’s sole cost and
expense, an environmental site assessment report or update concerning any Real
Property of Holdings, the Borrower or any of their respective Subsidiaries,
prepared by an environmental consulting firm reasonably acceptable to the
Administrative Agent, indicating the presence or release of Hazardous Materials
and the potential cost of any removal or remedial action in connection with any
Hazardous Materials on such Real Property; provided, however, no
such request may be made unless the Administrative Agent or the Required
Lenders reasonably believe that (i) Holdings, the Borrower or any of their
respective Subsidiaries is in material noncompliance with any Environmental Law
with respect to such Real Property and such noncompliance is reasonably likely
to result in a liability of Holdings, the Borrower and any of their respective
Subsidiaries in excess of $5,000,000 (after expected insurance and indemnity
recovery) in the aggregate or (ii) an Event of Default is in existence.  If the Borrower fails to provide the same
after 60 days’ written notice, the Administrative Agent may order the same, and
Holdings and/or the Borrower shall grant and hereby grants to the
Administrative Agent and the Lenders and their agents access to such Real
Property at all reasonable times and without unreasonably interfering with the
Borrower’s operations and specifically grants the Administrative Agent and the
Lenders an irrevocable nonexclusive license, subject to the rights of tenants,
to undertake such an assessment all at the Borrower’s sole expense.


 


7.5           ERISA.  As soon as possible and, in any event, within
twenty days after Holdings, the Borrower, any of their respective Subsidiaries
or any ERISA Affiliate knows or has reason to know of the occurrence of any of
the following, the Borrower or its designee will deliver to the Administrative
Agent a certificate of the chief financial officer of the Borrower 


 


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setting forth the full details
as to such occurrence and the action, if any, that Holdings, the Borrower, such
Subsidiary or such ERISA Affiliate is required or proposes to take, together
with any notices required or proposed to be given to or filed with or by
Holdings, the Borrower, the Subsidiary, the ERISA Affiliate, the PBGC, any
other Governmental Authority with respect to Plans or Foreign Pension Plans, a
Plan or Foreign Pension Plan participant or the Plan or Foreign Pension Plan
administrator with respect thereto:  that
a Reportable Event (or similar event with respect to a Foreign Pension Plan)
has occurred (except to the extent that the Borrower has previously delivered
to the Lenders a certificate and notices (if any) concerning such event
pursuant to the next clause hereof); that a contributing sponsor (as defined in
Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA is
subject to the advance reporting requirement of PBGC Regulation
Section 4043.61 (without regard to subparagraph (b)(1) thereof), and an
event described in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC
Regulation Section 4043 is reasonably expected to occur with respect to
such Plan within the following thirty days or similar occurrence with respect
to a Foreign Pension Plan; that an accumulated funding deficiency, within the
meaning of Section 412 of the Code or Section 302 of ERISA, has been
incurred or an application may be or has been made for a waiver or modification
of the minimum funding standard (including any required installment payments) or
an extension of any amortization period under Section 412 of the Code or
Section 303 or 304 of ERISA with respect to a Plan or similar occurrence
with respect to a Foreign Pension Plan; that any contribution required to be
made with respect to a Plan or Foreign Pension Plan has not been timely made;
that a Plan or Foreign Pension Plan has been or may be reasonably expected to
be terminated, reorganized, partitioned or declared insolvent under Title IV of
ERISA or a similar provision of applicable law; that a Plan subject to Title IV
of ERISA or a Foreign Pension Plan has an Unfunded Current Liability which,
when added to the aggregate amount of Unfunded Current Liabilities with respect
to all other Plans and Foreign Pension Plans subject to Title IV of ERISA or a
similar provision of applicable law, exceeds the aggregate amount of such
Unfunded Current Liabilities that existed on the Effective Date by $250,000;
that proceedings may be or have been instituted to terminate a Plan or a
Foreign Pension Plan or appoint a trustee to administer a Plan or a Foreign
Pension Plan which is subject to Title IV of ERISA or a similar provision of
applicable law; that a proceeding has been instituted pursuant to
Section 515 of ERISA or a similar provision of applicable law to collect a
delinquent contribution to a Plan or a Foreign Pension Plan; that Holdings, the
Borrower, any of their respective Subsidiaries or any ERISA Affiliate will or
may be reasonably expected to incur any material liability (including any
indirect, contingent, or secondary liability) to or on account of the
termination of or withdrawal from a Plan under Section 4062, 4063, 4064,
4069, 4201, 4204 or 4212 of ERISA or from a Foreign Pension Plan under a
similar provision of applicable law or with respect to a Plan under
Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or
502(i) or 502(l) of ERISA or from a Foreign Pension Plan under a similar
provision of applicable law or with respect to a group health plan (as defined
in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code or a
similar provision of applicable law) under Section 4980B of the Code or a
similar provision of applicable law; or that Holdings, the Borrower or any of
their respective Subsidiaries may be reasonably expected to incur any material
liability pursuant to any employee welfare benefit plan (as defined in
Section 3(1) of ERISA or a similar provision of applicable law) that
provides benefits to retired employees or other former employees (other than as
required by Section 601 of ERISA or any other applicable continuation of
coverage laws or regulations) or any Plan or any Foreign Pension Plan in
addition to the liability that existed on the Effective Date to any


 


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such plan or plans.  The Borrower will deliver to each of the
Lenders (i) a complete copy of the annual report (on Internal Revenue
Service Form 5500-series or otherwise in the form prescribed by the applicable Governmental
Authority) of each Plan that is a defined benefit plan as defined in
Section 3(35) of ERISA or Foreign Pension Plan under a similar provision
of applicable law (including, to the extent required, the related financial and
actuarial statements and opinions and other schedules) required to be filed
with the Internal Revenue Service or any other applicable Governmental
Authority and (ii) copies of any material records, documents or other
information that must be furnished to the PBGC or any other applicable
Governmental Authority with respect to any Plan pursuant to Section 4010
of ERISA or other applicable under law. 
In addition to any certificates or notices delivered to the Lenders
pursuant to the first sentence hereof, copies of annual reports and any
records, documents or other information required to be furnished to the PBGC or
any other applicable Governmental Authority, and any material notices received
by Holdings, the Borrower, any of their respective Subsidiaries or any ERISA
Affiliate with respect to any defined benefit plan as defined in Section 3(35)
of ERISA shall be delivered to the Lenders no later than ten days after the
date such annual report has been filed with the Internal Revenue Service or any
other applicable Governmental Authority or such records, documents and/or information
has been furnished to the PBGC or any other applicable Governmental Authority
or such notice has been received by Holdings, the Borrower, such Subsidiary or
the ERISA Affiliate, as applicable.


 


7.6           Good Repair.  Each of Holdings and the Borrower will, and
will cause each of their respective Subsidiaries to, use its best efforts to
provide that its material properties and equipment used or useful in its
business (including Rental Equipment) in whomsoever’s possession they may be,
are kept in good repair, working order and condition, normal wear and tear
excepted and, subject to Section 8.4, that from time to time there are
made in such properties and equipment all needful and proper repairs, renewals,
replacements, extensions, additions, betterments and improvements thereto.


 


7.7           Books and Records.  Each of Holdings and the Borrower agrees to
maintain, and to cause each of their respective Subsidiaries to maintain, books
and records pertaining to the Collateral in such detail, form and scope as is consistent
with good business practice, and agrees that such books and records will
reflect the Lenders’ interest in its Accounts. 
Holdings and the Borrower agree that the Collateral Agent or its agents
may enter upon the premises of Holdings, the Borrower or any of their
respective Subsidiaries at any time and from time to time, during normal
business hours and upon reasonable notice under the circumstances, and at any
time at all upon the occurrence and during the continuance of an Event of
Default, for the purposes of (i) inspecting the Collateral,
(ii) inspecting and/or copying (at the Borrower’s expense) any and all
records pertaining thereto, (iii) discussing the affairs, finances and
business of Holdings or the Borrower or any of their respective Subsidiaries
with any officers, employees and directors of Holdings or the Borrower or with
Auditors (it being understood that Holdings or the Borrower shall be entitled
to have a representative present at any such discussions) and
(iv) verifying Eligible Accounts Receivable and/or Eligible Rental
Equipment.  The Borrower shall give the
Collateral Agent fifteen days prior written notice of any change in the
location of any facility owned or leased by Holdings or the Borrower or any of
their respective Subsidiaries where Collateral is located or in the location of
its chief executive office or place of business from the locations specified in
Schedule VI, and to execute in advance of such change, cause to be filed and/or
delivered to the Collateral Agent any financing statements, Collateral Access
Agreements


 


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or other documents required by
the Administrative Agent, all in form and substance reasonably satisfactory to
the Administrative Agent.  The Borrower
agrees to advise the Administrative Agent promptly, in sufficient detail, of
any substantial change relating to the type, quantity or quality of more than
10% (measured by net book value) of the Collateral, or any event (other than a
change in price) which could have a material adverse effect on the value of
more than 10% (measured by net book value) of the Collateral or on the security
interests granted to the Collateral Agent, on behalf of the Lenders therein.


 


7.8           Collateral Records.  Each of Holdings and the Borrower agree to
execute and deliver, and to cause each of their respective Subsidiaries to
execute and deliver, to the Collateral Agent, from time to time, solely for the
Collateral Agent’s convenience in maintaining a record of the Collateral, such
written statements and schedules as the Collateral Agent may reasonably
require, including, without limitation, those described in Section 7.1 of
this Credit Agreement, designating, identifying or describing the Collateral
pledged or granted to the Collateral Agent (for the benefit of the Lenders)
under the Collateral Documents.  The
failure by Holdings, the Borrower or any of their respective Subsidiaries,
however, to promptly give the Collateral Agent such statements or schedules
shall not affect, diminish, modify or otherwise limit the Collateral Agent’s
security interests (for the benefit of the Lenders) in the Collateral.


 


7.9           Security Interests.  Each of Holdings and the Borrower shall, and
shall cause each of their respective Subsidiaries to, defend the Collateral
against all claims and demands of all Persons at any time claiming the same or
any interest therein other than claims or demands pursuant to the Credit
Documents.  Subject to
Section 11.19, Holdings and the Borrower shall comply, and shall cause
each of their respective Subsidiaries to comply, with the requirements of all
state, federal and foreign laws in order to grant to the Collateral Agent (for
the benefit of the Lenders) valid and perfected first priority security
interests in the Collateral, subject to Existing Liens and to any other
Permitted Liens, in each instance, which pursuant to operation of law are prior
to the perfected security interests created under the Collateral
Documents.  The Collateral Agent is
hereby authorized by Holdings and the Borrower to file or register any UCC and
PPSA financing statements or similar instrument and amendments thereto, whether
or not the signatures of Holdings or the Borrower or any of their respective
Subsidiaries appears thereon, that (i) indicate the Collateral (A) as “all
assets” of such Person, or words of similar effect, regardless of whether any
particular asset included in the Collateral falls within the scope of Article 9
of the UCC or the PPSA, or (B) as being of an equal or lesser scope or with
greater detail and (ii) contain any other information required by, inter alia,
Part 5 of Article 9 of the UCC or the PPSA for the sufficiency or filing
office acceptance of any financing statement or similar instrument or
amendment, including (A) whether such Person is an organization, the type of
organization, any organization identification number issued to such Person, and
any employer or taxpayer identification number issued to such Person and (B) in
the case of a financing statement filed or registered as a fixture filing or
indicating any Collateral as as-extracted collateral or timber to be cut, a
sufficient description of real property to which such Collateral relates.  Each of Holdings and the Borrower agrees to
furnish any such information to the Collateral Agent promptly upon
request.  Each of Holdings and the
Borrower also ratifies its authorization for each of the Collateral Agent to
file or register any like financing statements or similar instruments or
amendments thereto if filed prior to the date hereof.


 


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7.10         Insurance; Casualty Loss.  Holdings and the Borrower agree to maintain,
and to cause each of their respective Subsidiaries to maintain, public
liability insurance, flood insurance, third party property damage insurance and
replacement value (or such higher coverage as the Borrower may obtain)
insurance on the Collateral under such policies of insurance, with such
insurance companies, in such amounts and covering such risks in at least such
amounts and against at least such risks as are described on Schedule XII or,
with respect to any lesser coverages (whether as to the amount or scope of
coverage), as are at all times satisfactory to the Administrative Agent in its
commercially reasonable judgment.  All
policies covering the Collateral are to name the Collateral Agent as an
additional insured and the Collateral Agent as loss payee in case of loss, as
its interests may appear, and are to contain such other provisions as the
Administrative Agent may reasonably require to fully protect the Administrative
Agent’s, the Collateral Agent’s and the Lenders’ interest in the Collateral and
to any payments to be made under such policies. 
The Borrower shall provide written notice to the Administrative Agent of
the occurrence of any of the following events within ten Business Days after
the occurrence of such event: any Collateral is (i) damaged or destroyed,
or suffers any other loss, or (ii) condemned, confiscated or otherwise
taken, in whole or in part, or the use thereof is otherwise diminished so as to
render impracticable or unreasonable the use of such Collateral or to
materially diminish its marketability (collectively, a “Casualty Loss”),
and in either case either (x) a Default or an Event of Default has
occurred and is continuing or (y) the amount of the damage, destruction,
loss or diminution in value is in excess of $5,000,000.  With respect to each Casualty Loss, the
Borrower may, in its sole discretion, either apply such amounts (x) to the
payment of the outstanding Term Loans in accordance with the requirements of
Section 2.5(g)(iii) or (y) to repair or replace the assets subject to
the Casualty Loss or to purchase other assets of the same or similar type as
those for which the Borrower or other applicable Credit Party received such
insurance proceeds (although in the event that a Default or an Event of Default
then exists, such amount shall be applied to repay outstanding Term Loans in
accordance with Section 2.5(l) and, if required in accordance with the terms
thereof, to reduce the Total Revolving Credit Commitments in accordance with
Section 2.5(e)(v)).  Holdings, the
Borrower and/or the respective Subsidiary shall diligently file and prosecute
their claim or claims for any award or payment in connection with a Casualty
Loss.  In the event of a Casualty Loss,
if a Default or Event of Default has occurred and is continuing, the Borrower
shall pay to the Collateral Agent, promptly upon receipt thereof, any and all
net insurance proceeds and payments received by Holdings, the Borrower or any
of their respective Subsidiaries on account of damage, destruction, loss,
condemnation or eminent domain proceedings, which proceeds shall be applied as
provided in the last parenthetical of the preceding sentence or as otherwise
determined by the Required Lenders in their sole discretion).  After the occurrence and during the
continuance of an Event of Default, (i) no settlement on account of any
such Casualty Loss shall be made without the consent of the Collateral Agent
and (ii) the Collateral Agent may participate in any such proceedings and
the Borrower shall deliver to the Collateral Agent such documents as may be
requested by the Collateral Agent to permit such participation and shall consult
with the Collateral Agent, its attorneys and agents in the making and
prosecution of such claim or claims. 
Each of Holdings and the Borrower hereby irrevocably authorizes and
appoints the Collateral Agent its attorney-in-fact, after the occurrence and
during the continuance of an Event of Default, to collect and receive for any
such award or payment and to file and prosecute such claim or claims, which
power of attorney shall be irrevocable and shall be deemed to be coupled with
an interest, and each of Holdings and the Borrower shall, upon demand of the 


 


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Collateral Agent, make, execute
and deliver any and all assignments and other instruments sufficient for the
purpose of assigning any such award or payment to the Collateral Agent for the
benefit of the Lenders, free and clear of any encumbrances of any kind or
nature whatsoever, other than the right of Holdings or the Borrower to any
insurance proceeds remaining after application thereof by the Collateral Agent
as provided in this Section 7.10.


 


7.11         Taxes.  Each of Holdings and the Borrower will, and
will cause each of their respective Subsidiaries to, pay and discharge all
federal income and other material taxes, assessments and governmental charges
or levies imposed upon it or upon its income or profits, or upon any properties
belonging to it, or payable by it pursuant to the Tax Sharing Agreements, in
each case on a timely basis, and all lawful claims which, if unpaid, might
become a Lien or charge upon any properties of Holdings, the Borrower or of any
of their respective Subsidiaries; provided, that none of Holdings, the
Borrower or any of their respective Subsidiaries shall be required to pay any
such tax, assessment, charge, levy or claim which is being contested in good
faith and by proper proceedings diligently pursued if it has maintained
adequate reserves (in the good faith judgment of the management of such Person)
with respect thereto in accordance with GAAP and which proceedings have the
effect of preventing the forfeiture or sale of the property or asset subject to
any related Lien (if any).


 


7.12         End of Fiscal Years; Fiscal Quarters.  Each of Holdings and the Borrower will, for
financial reporting purposes, cause (i) each of their, and each of their
respective Subsidiaries’, fiscal years to end on December 31 of each year
and (ii) each of their and each of their respective Subsidiaries’, fiscal
quarters to end on dates consistent therewith.


 


7.13         Further Assurances.  (a)  Holdings and the Borrower
shall take, and shall cause each of their respective Subsidiaries to take, all
such further actions and execute all such further documents and instruments as
the Collateral Agent may at any time reasonably determine to be necessary or
desirable to further carry out and consummate the transactions contemplated by
the Credit Documents, to cause the execution, delivery and performance of the
Credit Documents to be duly authorized and to perfect or protect the Liens (and
the priority status thereof) of the Collateral Agent on the Collateral
including, without limitation, (i) filing or registering notices of liens,
UCC and PPSA financing statements and amendments, renewals and continuations
thereof, (ii) obtaining, providing or making notations of security interests
upon Unit Certificates, (iii) cooperating with the Collateral Agent’s
representatives, keeping stock records, obtaining waivers from landlords and
from warehousemen and their landlords and (iv) paying claims which might,
if unpaid, become a Lien on the Collateral other than a Permitted Lien.  Furthermore, Holdings and the Borrower shall
cause to be delivered to the Collateral Agent such opinions of counsel, title
insurance and other related documents as may be reasonably requested by the
Collateral Agent to assure itself that this Section 7.13 has been complied
with.  Notwithstanding anything to the
contrary contained in this Section 7.13, the Collateral Agent shall not
(except in the circumstances described in the second and third sentences of
Section 11.19) request that the Borrower obtain or provide any Unit
Certificates with respect to any Non-Qualified Units unless an Event of Default
has occurred and is continuing; provided that if any Unit Certificates
are obtained, a notation of the Collateral Agent’s security interest shall be
made thereon as required by Section 7.18(b).  All actions required to be taken pursuant to
this Section 7.13, as well as pursuant to Section 11.19, shall be at
the cost and expense of the Borrower.


 


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(b)           Within 90 days
following the acquisition of any Real Property owned by the Borrower or any
Subsidiary Guarantor, having a fair market value equal to or greater than
$2,000,000, the Borrower will, or cause the respective Subsidiary Guarantor to,
grant to the Collateral Agent for the benefit of the Secured Creditors, a
Mortgage on any such Real Property.  Each
such Mortgage shall be granted pursuant to documentation substantially similar
to the Mortgages (as defined in the Existing Credit Agreement) executed under
the Existing Credit Agreement as amended or to be amended, if applicable, to
reflect the terms of this Credit Agreement (with such modifications as may be
appropriate in consideration of the State in which such Real Property is
located) and shall constitute a valid and enforceable perfected mortgage Lien
on the respective Real Property superior to and prior to the rights of all
third Persons and subject to no other Liens except for Permitted Encumbrances.  Each such Mortgage and all instruments
related thereto shall have been duly recorded or filed in such manner and in
such places as are required by law to establish, perfect, preserve and protect
the Liens in favor of the Collateral Agent required to be granted pursuant to
such Mortgages and all taxes, fees and other charges payable in connection
therewith shall have been paid in full. 
In connection with the delivery of any such Mortgage pursuant to this
Section 7.13(b), the Borrower shall deliver, or cause to be delivered (in each
case within the above-mentioned 90 day period), (i) a Mortgage Policy on
the Mortgage on such Real Property issued by a title insurance company
reasonably satisfactory to the Collateral Agent and assuring the Collateral
Agent that such Mortgage is a valid and enforceable first priority mortgage
lien on such Real Property free and clear of all defects and encumbrances
except Permitted Encumbrances, and such Mortgage Policy shall otherwise be in
form and substance reasonably satisfactory to the Collateral Agent and shall
include, as appropriate, an endorsement for future advances under this Credit
Agreement and the Notes and for any other matter that the Collateral Agent in
its discretion may reasonably request, shall not include an exception for
mechanics’ liens, and shall provide for affirmative insurance and such
reinsurance as the Collateral Agent in its discretion may reasonably request;
(ii) a survey of such Real Property, in form and substance reasonably
satisfactory to the Collateral Agent, certified by a licensed professional
surveyor reasonably satisfactory to the Collateral Agent and of a date
reasonably acceptable to the Collateral Agent, and (iii) opinions of
counsel from counsel, and in form and substance, reasonable satisfactory to the
Administrative Agent.


 


7.14         Maintenance of Separateness.  Each Credit Party will, and will cause each
of its Subsidiaries to, satisfy customary corporate and organizational
formalities, including the holding of regular board of directors’ and shareholders’
meetings or action by directors or shareholders without a meeting and the
maintenance of corporate offices and records. 
The Credit Parties shall take all actions as may be required to maintain
an executive committee for the Unit Subsidiary with at least one member that is
not and, at all times during the one-year period immediately preceding the time
of initial appointment of such member to such executive committee, was not an
employee, officer, director, shareholder, or partner of the Borrower or any of
its Affiliates or any other Person prohibited under the Unit Subsidiary’s
Governing Documents to be such member. 
In dealing with their respective creditors, none of Holdings, the
Borrower or any of their respective Subsidiaries shall act in a manner which
would cause its creditors to believe that any such Person was not a separate
corporate entity from the other such Persons. 
Without limiting the foregoing, the consolidated financial statements of
each of Holdings and the Borrower shall, through appropriate footnote
disclosure, indicate the assets from time to time held by the Unit Subsidiary,
as opposed to Holdings or the Borrower, as the case may be, and their other
Subsidiaries.  Furthermore, no Credit
Party nor any of its 


 


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Subsidiaries shall take any
action, or conduct its affairs in a manner, which would be reasonably likely to
result in the separate existence of the Unit Subsidiary being ignored, or in
the assets and liabilities of the Unit Subsidiary being substantively
consolidated with those of any of Holdings, the Borrower or any of their
respective Subsidiaries (other than the Unit Subsidiary) in a bankruptcy,
reorganization or other insolvency proceeding. 
Finally, the Credit Parties shall not permit the Unit Subsidiary to
voluntarily incur any liabilities other than (i) the Unit Subsidiary’s
Subsidiaries Guaranty, (ii) the guaranty by the Unit Subsidiary of the
Senior Unsecured Notes, the Senior Secured Notes and the Indebtedness permitted
under Section 8.3(n), in each instance, to the extent permitted under Sections
8.3(d), (l) and (n), respectively, and (iii) liabilities under the Unit
Subsidiary Management Agreement, the Master Lease Agreements and the Custodian
Agreement.


 


7.15         Collateral Access Agreements.  The Borrower shall exercise reasonable good
faith efforts to obtain and deliver to the Administrative Agent, such
Collateral Access Agreements with respect to Rental Equipment locations for
which no Collateral Access Agreement was delivered to the Administrative Agent
on or prior to the Initial Borrowing Date and shall exercise reasonable good
faith efforts to obtain and deliver such other Collateral Access Agreements as
may be requested by the Administrative Agent from time to time (such Collateral
Access Agreements to be so delivered to the Administrative Agent promptly upon
request and in any event, within 90 days after the respective request has been
made); provided that, notwithstanding the foregoing, the Borrower, in
obtaining the Collateral Access Agreements required under this
Section 7.15, shall not be obligated to make significant payments to
landlords or alter the respective lease terms with respect to any Rental
Equipment locations in any way which is materially adverse to the Borrower.


 


7.16         New Subsidiaries.  To the extent Holdings, the Borrower or any
of their respective Subsidiaries creates or acquires any Wholly-Owned Domestic
Subsidiary or Wholly-Owned Canadian Subsidiary after the Initial Borrowing Date
in accordance with the other provisions of this Credit Agreement, each such
Wholly-Owned Subsidiary shall be required (i) in the case of any such
Wholly-Owned Domestic Subsidiary, to become a party to the U.S. Subsidiaries
Guaranty, the U.S. Pledge Agreement and the U.S. Security Agreement, in any
such case by executing counterparts of the U.S. Subsidiary Joinder Agreement in
the form of Exhibit N and taking the actions specified therein, and
(ii) in the case of any such Wholly-Owned Canadian Subsidiary, to execute
and deliver a Canadian Subsidiaries Guaranty and a Canadian Security
Agreement.  In connection with the
foregoing, to the extent requested by the Administrative Agent or the
Collateral Agent, the Borrower shall be required to cause to be delivered such
relevant documentation (including opinions of counsel) of the type described in
Section 5.1 as the respective Subsidiary would have delivered if it were a
Credit Party on the Initial Borrowing Date.


 


7.17         Permitted Acquisitions.  (a)  Subject to the provisions of this
Section 7.17 and the requirements contained in the definition of Permitted
Acquisition, Holdings, Unrestricted Subsidiaries, the Borrower and the
Borrower’s Wholly-Owned Subsidiaries (other than the Unit Subsidiary) may from
time to time after the Initial Borrowing Date effect Permitted Acquisitions, so
long as (in each case except to the extent the Required Lenders otherwise
specifically agree in writing in the case of a specific Permitted
Acquisition):  (i) no Default or
Event of Default shall be in existence at the time of the consummation of the
proposed Permitted Acquisition or 


 


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immediately after giving effect
thereto; (ii) the Borrower shall have given the Administrative Agent at
least 10 Business Days’(five (5) Business Days’ in the case of a Permitted
Acquisition by Holdings or an Unrestricted Subsidiary) prior written notice of
any Permitted Acquisition; (iii) the Borrower shall certify, and the
Administrative Agent shall have been satisfied in its reasonable discretion
that, to the best of the Borrower’s knowledge, the proposed Permitted
Acquisition could not reasonably be expected to result in materially increased
tax, ERISA, environmental or other liabilities with respect to Holdings, the Borrower
or any of the Borrower’s Subsidiaries; (iv) all representations and
warranties contained herein and in the other Credit Documents shall be true and
correct in all material respects with the same effect as though such
representations and warranties had been made on and as of the date of such
Permitted Acquisition (both before and after giving effect thereto), unless
stated to relate to a specific earlier date, in which case such representations
and warranties shall be true and correct in all material respects as of such
earlier date; (v) the Borrower provides to the Administrative Agent and
the Lenders as soon as available but not later than five Business Days after
the execution thereof, a copy of any executed purchase agreement or similar agreement
with respect to such Permitted Acquisition; (vi) no proceeds of Revolving
Loans may be used to pay the purchase price or any other amounts related to
Permitted Acquisitions (whether by direct acquisition by the Borrower or any of
the Borrower’s Wholly-Owned Subsidiaries (other than the Unit Subsidiary) or by
distributing cash to Holdings to enable Holdings or any of the Unrestricted
Subsidiaries to make such Permitted Acquisition) except that
(A) $100,000,000 in the aggregate of proceeds of Revolving Loans may be
used in any fiscal year of the Borrower for such purpose (including, subject to
Section 8.6, by distributing cash to Holdings for such purpose), but
only  if for each instance of any such use of proceeds of
Revolving Loans (1) (x)  Average Excess Availability for the period
of 60 consecutive days (or such lesser number of consecutive days as may have
elapsed from the Effective Date) ending on (and including) the day on which
such Permitted Acquisition is consummated, on a pro  forma basis
as if such Permitted Acquisition (and any Credit Events to occur in connection
therewith) had occurred on the first day of such 60 (or lesser, as the case may
be) day period, is greater than or equal to $75,000,000 and (y) Excess
Availability is greater than $75,000,000 on the date of consummation of such
Permitted Acquisition after giving effect to such Permitted Acquisition and any
Credit Events in connection therewith and (2) the Senior Secured Leverage
Ratio for the four consecutive fiscal quarter period of the Borrower (taken as
one accounting period) most recently ended prior to the date of the
consummation of such Permitted Acquisition for which Financial Statements were
required to be delivered pursuant to Section 7.1(a) or (b), on a pro  forma
basis as if such Permitted Acquisition and any Credit Events in connection
therewith had occurred on the first day of such period, is less than 3.50:1.00;
and (B) in addition to the amount of proceeds of Revolving Loans permitted
under clause (A) above, an additional $100,000,000 in the aggregate of proceeds
of Revolving Loans may be used during the term of this Credit Agreement for
such purpose (including, subject to Section 8.6, by distributing cash to
Holdings for such purpose) so  long  as the Average Excess
Availability and Excess Availability tests in clauses (A)(1)(x) and (y) above
are satisfied therefore (except that the $75,000,000 amounts referenced in such
clauses shall instead be $65,000,000 amounts); and (vii) the Borrower
shall have delivered to the Administrative Agent an officer’s certificate
executed by a Responsible Officer of the Borrower, certifying to the best of
his knowledge, compliance with the requirements of preceding clauses (i)
through (iv), inclusive, containing the Senior Secured Leverage Ratio calculation
required by the preceding clause (vi)(A)(2) (if applicable) and setting forth
(x) the aggregate 


 


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amount of proceeds of Revolving
Loans to be used to pay the purchase price and any other amounts related to
such Permitted Acquisition, (y) the aggregate amount of proceeds of Revolving
Loans used to pay the purchase price and any other amounts related to all other
Permitted Acquisitions consummated since the Effective Date and (z) the
aggregate amount of proceeds of Revolving Loans used to pay the purchase price
and any other amounts related to all Permitted Acquisitions consummated during
such fiscal year.  Notwithstanding the
foregoing, no greater than $50,000,000 in the aggregate of proceeds of Revolving
Loans may be used pursuant to clause (vi)(A) of the immediately preceding
sentence in any fiscal year of the Borrower to pay the purchase price or any
other amounts related to (x) any Permitted Acquisitions by Holdings or any
Unrestricted Subsidiaries or (y) any Permitted Acquisitions by the
Borrower or any of the Borrower’s Wholly-Owned Subsidiaries with respect to
acquisition of assets located outside the United States and Canada or of any
Person that, as a result of such acquisition, shall become a Non-Canadian
Foreign Subsidiary of the Borrower.


 


(b)           At the time of each
Permitted Acquisition (x) involving the creation or acquisition of a
Subsidiary, or the acquisition of capital stock or other equity interest of any
Person (in each case by a Credit Party, or a Person that is required to be a
Credit Party pursuant to this Credit Agreement), all capital stock or other
equity interests thereof created or acquired in connection with such Permitted
Acquisition shall be pledged to the Collateral Agent for the benefit of the
Secured Creditors pursuant to the respective Pledge Agreement (although in the
case of an acquisition of any Subsidiary or Person which, after giving effect
thereto, becomes a Non-Canadian Foreign Subsidiary, if the granting of a pledge
of more than 66-2/3% of the voting capital stock or voting equity interests of
such Non-Canadian Foreign Subsidiary would give rise to “deemed dividend” tax
consequences under Section 956 of the Code, then not more than 65% of the
outstanding voting capital stock or equity interests (plus 100% of the
non-voting capital stock or equity interests) shall be required to be pledged
to the Collateral Agent pursuant to the relevant Pledge Agreement) and/or
(y) involving the acquisition of any Units, whether directly or by the
acquisition of a Subsidiary which owns such Units (but not in the event such
Units are acquired by, or such acquired Subsidiary constitutes, a Non-Canadian
Foreign Subsidiary), the provisions of Section 7.18 shall be complied with
at the time of the consummation of the respective Permitted Acquisition.


 


(c)           The Borrower shall
cause each Subsidiary (other than a Non-Canadian Foreign Subsidiary) which is
formed to effect, or is acquired pursuant to, a Permitted Acquisition to comply
with, and to execute and deliver, all of the documentation required by,
Section 7.16, to the satisfaction of the Administrative Agent.


 


7.18         Unit Subsidiary; Provisions Relating
to Units; etc. 
(a)  Holdings and the Borrower shall at all times cause the
Unit Subsidiary to be a Wholly-Owned Domestic Subsidiary of the Borrower.  Each of Holdings and the Borrower shall take
all action so that all Non-Qualified Units (other than storage containers) at
any time owned or acquired by Holdings, the Borrower or any of their respective
Domestic Subsidiaries (other than the Unit Subsidiary), or which are owned or
acquired by any Subsidiary of Holdings (other than the Unit Subsidiary) and are
located in the United States of America or any State or territories thereof,
are (or have been) on or prior to the Effective Date (or, if acquired
thereafter, within five Business Days after the end of the month in which such
acquisition occurred) contributed as a capital contribution to the equity of
the Unit Subsidiary.  As a result of the
requirements of the immediately preceding 


 


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sentence, all Non-Qualified
Units (other than storage containers) at any time held by Holdings or the
Borrower and their respective Subsidiaries (other than Units located outside
the United States of America and the States and territories thereof which are
owned by Foreign Subsidiaries), shall be transferred to the Unit Subsidiary,
which shall be the exclusive owner thereof.


 


(b)           With respect to all
Certificated Units at any time acquired by Holdings, the Borrower or any of
their Subsidiaries after the date hereof, Holdings and the Borrower shall take,
or cause to be taken, all action as is necessary so that, in any event within
30 days after any such acquisition of Certificated Units the security interest
of the Collateral Agent therein is noted on the certificate of title issued
with respect to the respective Unit.


 


7.19         Use of Proceeds.  The Borrower will use the proceeds of the
Revolving Loans only as provided in Section 6.5.


 


7.20         Rental Equipment; Business of the
Credit Parties.  (a)  All
Rental Equipment owned by the U.S. Credit Parties shall at all times be held
for sale or lease by the respective U.S. Credit Party that owns such Rental
Equipment and such U.S. Credit Party shall at all times be in the business of
selling goods of that kind.


 


(b)           All Rental Equipment
owned by the Canadian Subsidiary Guarantors shall at all times (i) be held
for sale or lease, or shall have been leased, by the respective Canadian
Subsidiary Guarantor that owns such Rental Equipment or (ii) be furnished
(or held to be furnished) under a contract of service.


 


7.21         Ownership of Rental Equipment.  All Rental Equipment (x) located in the
United States or any State thereof shall at all times be owned by the Borrower
or a U.S. Subsidiary Guarantor organized under the laws of a State of the
United States and (y) all Rental Equipment located in Canada shall at all
times be owned by a Canadian Subsidiary Guarantor organized under the laws of a
Qualified Canadian Jurisdiction.


 


7.22         No Permitted Units Financing or
Attributable Debt.  Holdings and the
Borrower will not, and will not permit any of their respective Subsidiaries to,
incur or have outstanding any Indebtedness of the type described in
Section 6.30.


 


7.23         Repayment of Senior Unsecured Notes.      Holdings and the Borrower shall cause the
Senior Unsecured Notes to be repaid in full at least 90 days prior to their
scheduled maturity with any or a combination of (1) proceeds from the Holdings
IPO or any other equity or debt offering by Holdings not prohibited by this
Credit Agreement, (2) unsecured debt permitted under Section 8.3(n) or (3)
subject to satisfaction of the requirements of Section 8.13(i)(B)(3), proceeds
of Revolving Loans.


 


ARTICLE 8


 


Negative Covenants


 


Subject to Section 1.5 and Section 11.19, each of Holdings and the
Borrower hereby covenants and agrees that as of the Effective Date, and
thereafter, for so long as this Credit Agreement is in effect and until the
Total Commitments have terminated, no Letter of 


 


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Credit or Notes are outstanding
and the Loans and Letter of Credit Obligations, together with interest, Fees,
Expenses and all other Obligations then due and payable are paid in full:


 


8.1           Consolidation, Merger, Sale or
Purchase of Assets, etc.  Holdings
and the Borrower will not, and will not permit any of their respective
Subsidiaries to, wind up, liquidate or dissolve its affairs, or enter into any
transaction of merger or consolidation, sell or otherwise dispose of all or any
part of its property or assets, or enter into any sale-leaseback transactions,
or purchase, lease or otherwise acquire (in one transaction or a series of
related transactions) all or any part of the property or assets of any Person
or agree to do any of the foregoing at any future time pursuant to a binding
agreement, except that the following shall be permitted:


 


(a)           (i) Capital
Expenditures made by the Borrower and its Domestic Subsidiaries and Canadian
Subsidiaries (including the purchase of assets in the form of additional Rental
Equipment) to the extent within the limitations set forth in Section 8.4
and (ii) Capital Expenditures made by the Borrower’s Non-Canadian Foreign
Subsidiaries;


 


(b)           the investments,
acquisitions and transfers or dispositions of properties permitted pursuant to
Section 8.5 and Dividends permitted pursuant to Section 8.6;


 


(c)           (i) any
Domestic Subsidiary of the Borrower (excluding the Unit Subsidiary) may be
merged or consolidated with or into, or be liquidated into, the Borrower or any
Wholly-Owned Domestic Subsidiary of the Borrower (excluding the Unit
Subsidiary) (so long as the Borrower or such Wholly-Owned Domestic Subsidiary
of the Borrower is the surviving corporation), or all or any part of the
business, properties and assets of any Domestic Subsidiary of the Borrower
(excluding the Unit Subsidiary) may be conveyed, leased, sold or transferred to
the Borrower or any Wholly-Owned Domestic Subsidiary of the Borrower (excluding
the Unit Subsidiary except as required by this Credit Agreement), (ii) any
Canadian Subsidiary of the Borrower may be merged or consolidated with or into,
or be liquidated into, any Wholly-Owned Canadian Subsidiary of the Borrower (so
long as such Wholly-Owned Canadian Subsidiary is the surviving corporation), or
all or any part of the business, properties and assets of any Canadian
Subsidiary of the Borrower may be conveyed, leased, sold or transferred to any
Wholly-Owned Canadian Subsidiary of the Borrower or to the Borrower,
(iii) any Non-Canadian Foreign Subsidiary may be merged or consolidated
with or into, or be liquidated into, any Non-Canadian Foreign Subsidiary that
is a Wholly-Owned Subsidiary (so long as such Wholly-Owned Subsidiary is the
surviving corporation), or all or any part of the business, properties and
assets of any Non-Canadian Foreign Subsidiary may be conveyed, leased, sold or
transferred to any Non-Canadian Foreign Subsidiary that is a Wholly-Owned
Subsidiary and (iv) all or any part of the capital stock of, or the
business, property and assets of, any Foreign Subsidiary of the Borrower may be
transferred (by way of Dividend) to the Borrower;


 


(d)           the sale, lease or
disposal to third parties (not Holdings or any Subsidiary thereof) in the
ordinary course of business of Inventory and Rental Equipment and the purchase,
lease or other acquisition from third parties (not Holdings or any Subsidiary
thereof) of equipment, Inventory and Rental Equipment in the ordinary course of
business;


 


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(e)           the sale or other
disposition to third parties (not Holdings or any Subsidiary thereof) of
obsolete or excess equipment in the ordinary course of business;


 


(f)            operating leases
(and other leases or subleases) of property entered into or terminated in the
ordinary course of business; provided that to the extent that any such
lease or sublease, as the case may be, constitutes a Capital Lease, such lease
or sublease, as the case may be, shall be permitted to be entered into under
this Section 8.1(f) only if also permitted to be entered into under
Section 8.3(b);


 


(g)           sales and leases to
the Borrower of Non-Qualified Units from time to time held by the Unit
Subsidiary pursuant to the Master Lease Agreements, provided that in the
case of any such sale the respective Non-Qualified Units are contemporaneously
sold to a third party as provided in Section 8.1(d);


 


(h)           the sale or return
of automobiles and trucks which the Borrower and its Subsidiaries customarily
replace periodically with substitute automobiles and trucks in the ordinary
course of business;


 


(i)            the Borrower or any
Subsidiary may, in the ordinary course of business, enter into licensing
agreements with Persons for the use of intellectual property or other
intangible assets, and settlements, permissions, consents to use, and similar
arrangements concerning intellectual property or other intangible assets,
provided that in the case of any such agreements, settlements, permissions,
consents and similar arrangements to which any Credit Party is a party, such
Credit Party uses reasonable commercial efforts to procure that each such
license or other agreements is permitted to be assigned pursuant to the
respective Security Agreement to which such Credit Party is a party and does
not otherwise prohibit the granting of Lien therein by the respective Credit
Party pursuant to such Security Agreement; provided, further,
that notwithstanding anything to the contrary contained in this
Section 8.1, the Borrower shall be permitted to license trade names and
related intellectual property pursuant to the Trade Name License Agreement;


 


(j)            the abandonment or
other disposition of intellectual property and other property that is, in the
reasonable judgment of the Person owning such intellectual property and other
property, no longer economically practicable to maintain or useful in the
conduct of the business of such Person;


 


(k)           the sale of
(i) approximately 7 acres located at Jackson Road east of Route 73,
Berlin, New Jersey, (ii) approximately 2 acres located at 4015 Hawkins
NE, Albuquerque, New Mexico, and (iii) approximately 6.5 acres located at
1625 Western Drive, West Chicago, Illinois;


 


(l)            in connection with
the sale of any Rental Equipment to a third party as permitted by
clause (d) above, the sale of Leases and conditional sales contracts
relating to such Rental Equipment, in each case, in the ordinary course of
business for fair market value to third parties; provided that in no
event is any such sale with any recourse to the seller of such leases and/or
conditional sales contracts except for (i) usual and customary warranties
in connection with the sale of the respective Rental Equipment or
(ii) guaranties of the residual value of such


 


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Leases so long as the amount of guarantees of
the type described above in this clause (ii) (calculated taking the
maximum potential liability thereunder) at no time outstanding exceeds
$5,000,000 in the aggregate;


 


(m)          any Permitted
Acquisitions (so long as the applicable requirements set forth in the
definition of “Permitted Acquisitions” and in Section 7.17 are satisfied);


 


(n)           sales or other
dispositions of assets to third parties (not Holdings or any Subsidiary
thereof), in addition to the sales or dispositions permitted by the foregoing
clauses (a) through (n), for fair market value not to exceed $5,000,000 in
a fiscal year of the Borrower or $25,000,000 in the aggregate since the
Effective Date; provided, however, that the Net Sale Proceeds
therefrom are applied to the repayment of outstanding Loans to the extent
required by Section 2.5(j);


 


(o)           the
Credit Agreement Parties may enter into agreements to effect transactions which
would result in a Change of Control on the terms and conditions set forth on
Schedule XIII;


 


(p)           the Borrower and its
Subsidiaries may make the following sales and dispositions of Rental Equipment
if in the ordinary course of business: (i) if any Rental Equipment is
being moved in the ordinary course of business from the United States of America
or a State thereof to Canada or a Qualified Canadian Jurisdiction (for use in
said jurisdiction), the Borrower or the respective Qualified Credit Party which
owns such Rental Equipment may sell or transfer the respective Rental Equipment
to a Canadian Subsidiary Guarantor, (ii) if any Rental Equipment is being
moved in the ordinary course of business from Canada or a province thereof to
the United States of America or a State thereof, the respective Canadian
Subsidiary which owns such Rental Equipment may sell or transfer the respective
Rental Equipment to the Borrower (which shall transfer same to the Unit
Subsidiary if, and to the extent, required by Section 7.18) or the Unit
Subsidiary and (iii) Non-Canadian Foreign Subsidiaries may sell or transfer
assets to any other Non-Canadian Foreign Subsidiary which is a Wholly-Owned
Subsidiary; and


 


(q)           sales or
contributions of Rental Equipment by the Borrower or any Domestic Subsidiary of
the Borrower to Williams Scotsman Mexico, S. de R.L. de C.V. or
WS Servicios de Mexico S. de R.L. de C.V. or their respective Subsidiaries
(and contributions to such entities of accounts receivable resulting from such
sales or forgiveness of such accounts receivable) in an aggregate amount not to
exceed $5,000,000 in any fiscal year of the Borrower.


 


Notwithstanding anything to the contrary contained above, (x) in
no event shall Holdings or the Borrower sell or otherwise dispose, or permit
any of their respective Subsidiaries to sell or otherwise dispose, of any of
their interests in any Subsidiary except as expressly permitted pursuant to
preceding Section 8.1(c) and Section 8.6(i), (y) in no event shall
the Unit Subsidiary be merged with or into or consolidated with or into any
other Person or be liquidated and (z) in no event shall the Unit
Subsidiary transfer any Non-Qualified Units or any interest therein (except (i)
for the sale or lease thereof pursuant to the Master Lease Agreements, provided
that in the case of any such sale the respective Non-Qualified Units are
contemporaneously sold to a third party pursuant to Section 8.1(d) or (ii)
pursuant to Section 8.1(q)) to Holdings, the


 


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Borrower or any of their other Subsidiaries or any other Person.  To the extent the Required Lenders waive the
provisions of this Section 8.1 with respect to the sale of any Collateral,
or any Collateral is sold or transferred (by dividend, contribution or
otherwise) as permitted by this Section 8.1, such Collateral in each case
(so long as the Collateral is not being sold or transferred to Holdings (other
than cash distributed to Holdings in accordance with the terms of this Credit
Agreement), the Borrower or any of the Borrower’s Domestic Subsidiaries or
Canadian Subsidiaries and Section 2.5(j), to the extent applicable, is complied
with as to such Collateral) shall be sold or transferred free and clear of the
Liens in favor of the Collateral Agent and the Lenders created by the
Collateral Documents and the Collateral Agent shall take such actions as it
deems appropriate in connection therewith or may be reasonably requested by the
Borrower to evidence such Lien release, in each case at the Borrower’s expense.


 


8.2           Liens.  Holdings and the Borrower will not, and will
not permit any of their respective Subsidiaries to, create, incur, assume or
suffer to exist any Lien upon or with respect to (i) the capital stock of
the Borrower or any of its Subsidiaries or (ii) any property or assets of
any kind (real or personal, tangible or intangible) of Holdings, the Borrower
or any of their respective Subsidiaries, whether now owned or hereafter
acquired, or sell any such property or assets subject to an understanding or
agreement, contingent or otherwise, to repurchase such property or assets
(including sales of accounts receivable or notes with recourse to Holdings, the
Borrower or any of their respective Subsidiaries, but excluding sales of Leases
and conditional sales contracts relating to Rental Equipment, in either case
with residual guarantees to the extent permitted under Section 8.1(l)) or
assign any right to receive income, or file or register or permit the filing or
registration of any financing statement under the UCC or any other similar
notice of Lien under any similar recording or notice statute including the PPSA
(other than precautionary filings covering leases of equipment), except Liens,
sales and assignments described below (herein referred to as “Permitted
Liens”):


 


(a)           Liens for taxes,
assessments or other governmental charges or statutory obligations that are not
delinquent or remain payable without penalty or that are not yet due and
payable or Liens for taxes being contested in good faith and by appropriate
proceedings diligently pursued for which adequate reserves (in the good faith
judgment of the management of the Borrower) have been established and which
proceedings have the effect of preventing the forfeiture or sale of the
property or asset subject to such Lien;


 


(b)           Liens in respect of
property or assets of the Borrower or any of its Subsidiaries imposed by law or
which were incurred in the ordinary course of business, such as carriers’,
warehousemen’s and mechanics’ Liens, statutory landlord’s Liens, Liens in favor
of customs and revenue authorities to secure payment of customs duties in
connection with the importation of goods, and other similar Liens arising in
the ordinary course of business, and (x) which, if any such property or
asset is material, do not in the aggregate materially detract from the value of
such property or assets or materially impair the use thereof in the operation
of the business of the Borrower or such Subsidiary or (y) which are being
contested in good faith by appropriate proceedings diligently pursued, which
proceedings have the effect of preventing the forfeiture or sale of the
property or asset subject to such Lien;


 


(c)           Liens created by or
pursuant to this Credit Agreement or the other Credit Documents;


 


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(d)           Liens existing on
the Effective Date and listed on Schedule XIV hereto and renewals and
extensions thereof so long as the principal amount of the Indebtedness secured
thereby is not increased and no additional assets are encumbered thereby (“Existing
Liens”);


 


(e)           Liens (other than
any Lien imposed by or created under ERISA or any Environmental Law) incurred
or deposits made in the ordinary course of business (x) in connection with
liability insurance, workers’ compensation, unemployment insurance and other
types of social security, or (y) to secure the performance of tenders,
statutory obligations, surety and appeal bonds, bids, leases, government
contracts, performance and return-of-money bonds and other similar obligations
incurred in the ordinary course of business (exclusive of obligations (i) in
respect of borrowed money or (ii) in respect of which a Letter of Credit
has been issued), provided that the aggregate amount (in the case of
this clause (y)) does not exceed $7,500,000;


 


(f)            leases or subleases
granted to third Persons not interfering with the ordinary course of business
of the Borrower or any of its Subsidiaries;


 


(g)           Capital Leases to
the extent permitted under Section 8.3(b);


 


(h)           Liens
(x) arising pursuant to purchase money mortgages securing Indebtedness
representing the purchase price (or financing of the purchase price within 180
days after the respective purchase) of property or other assets acquired by the
Borrower or any Subsidiary, and any extensions, renewals or replacements of
such Liens, provided that (i) any such Liens attach only to the
assets so purchased, (ii) the Indebtedness secured by any such Lien does
not exceed 100% of the purchase price of the assets being purchased and
(iii) the Indebtedness secured thereby or any refinancing thereof is
permitted by Section 8.3(b); or (y) existing on specific tangible
assets at the time acquired by the Borrower or any Subsidiary or on assets of a
Person at the time such Person first becomes a Subsidiary or was merged into
the Borrower or any Subsidiary; provided that (i) any such Liens
were not created at the time of or in contemplation of the acquisition of such
assets or Person by the Borrower or such Subsidiary, (ii) in the case of
any such acquisition of a Person, any such Lien attaches only to specific
tangible assets of such Person and not assets of such Person generally and
(iii) the Indebtedness secured thereby or any refinancing thereof is
permitted by Section 8.3(b);


 


(i)            easements,
servitudes, rights-of-way, restrictions and other similar charges or
encumbrances on Real Property not interfering in any material respect with the
business of the Borrower and its Subsidiaries;


 


(j)            Liens created under
ERISA (or such other applicable law relating to Foreign Pension Plans) and
under Environmental Laws that are being diligently contested in good faith and
as to which adequate reserves have been established to the extent required by
GAAP and secure obligations not in excess of $5,000,000 in the aggregate;


 


(k)           Permitted
Encumbrances;


 


(l)            any attachment or
judgment Lien securing assets with a value less than $2,000,000 not
constituting an Event of Default under Section 9.1(h) that is being
contested in good faith by appropriate proceedings diligently pursued and for
which adequate reserves have been established in accordance with GAAP;


 


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(m)          the leasehold
interests of customers in Rental Equipment, in each case to the extent the
respective lease is entered into by the Borrower or its respective Subsidiary
in the ordinary course of its business and is not pursuant to a sale-leaseback
or similar financing transaction;


 


(n)           Liens on the assets
of Non-Canadian Foreign Subsidiaries securing Indebtedness outstanding under
Section 8.3(i);


 


(o)           Liens granted by
Holdings and/or the Borrower to secure the performance of, and reimbursement
obligations with respect to, bid, performance, payment, surety, indemnity, or
other similar bonds arising in the ordinary course of business (collectively, “Surety
Bonds”) and in favor of the provider of any such Surety Bond (any such
provider, a “Surety”), so long as the obligations so secured are
outstanding under Section 8.3(f) and do not exceed the basket amount
contained in Section 8.3(f) less the aggregate amount of all obligations
secured by Liens permitted under clause (y) of Section 8.2(e); provided,
that (i) such Liens shall extend only to (A) the assets, interests
and other property described in Schedule XV and (ii) nothing herein shall
permit Holdings, the Borrower or any of its Subsidiaries to deposit funds due
or to become due under any contract for which any Surety has issued a Surety
Bond into any account over which the Borrower (or the Collateral Agent) does
not have unilateral control or into any trust account for the benefit of any
Surety and any such action by Holdings, the Borrower or any of its Subsidiaries
shall be deemed to be an immediate Event of Default; and


 


(p)           Liens other than
those described in the preceding clauses (a) through (o) so long as
neither (i) the aggregate amount of obligations at any time secured
thereby, nor (ii) the aggregate fair market value of the assets subject
thereto, exceeds $7,500,000 at any time.


 


8.3           Indebtedness.  Holdings and the Borrower will not, and will
not permit any of their respective Subsidiaries to, contract, create, incur,
assume or suffer to exist any Indebtedness, except:


 


(a)           Indebtedness
incurred pursuant to this Credit Agreement and the other Credit Documents;


 


(b)           Capitalized Lease
Obligations and Indebtedness of the Borrower and its Subsidiaries secured by
Liens permitted by Section 8.2(h) in an aggregate amount not to exceed
$15,000,000 outstanding at any time;


 


(c)           Existing
Indebtedness (other than under the Senior Unsecured Notes or the Senior Secured
Notes);


 


(d)           Indebtedness of the
Borrower evidenced by the Senior Unsecured Notes in an aggregate principal
amount not to exceed $550,000,000 (less the amount of principal repayments
thereof made after the original issuance thereof), and unsecured guarantees
thereof by the Subsidiary Guarantors, so long as the guarantee of the Unit
Subsidiary is subordinated on the terms as provided in the Senior Unsecured
Notes Indenture as in effect on the Effective Date (as defined in the Existing
Credit Agreement);


 


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(e)           (i) Indebtedness
of any Qualified Credit Party or any Wholly-Owned Subsidiary of the Borrower
(in each instance, other than the Unit Subsidiary) owing to another Qualified
Credit Party or Wholly-Owned Subsidiary of the Borrower, in each case to the
extent making such loan is permitted in Section 8.5(i) or (k),
(ii) Indebtedness among Non-Canadian Foreign Subsidiaries,
(iii) Indebtedness of the Borrower owing to Non-Canadian Foreign
Subsidiaries arising from loans and advances made in accordance with
Section 8.5(o)(ii) and (iv) Indebtedness of Non-Canadian Foreign
Subsidiaries owing to the Borrower or its Subsidiaries arising from loans and
advances made in accordance with Section 8.5(q);


 


(f)            Indebtedness of the
Borrower and/or Holdings evidenced by guarantees, performance bonds and surety
bonds (including reimbursement obligations relating thereto) incurred in the
ordinary course of business (and not to support Indebtedness for borrowed
money) for purposes of insuring the performance of the Borrower or any of its
Domestic Subsidiaries or Canadian Subsidiaries in an aggregate principal
amount, without duplication, not to exceed (i) $100,000,000 at any time
outstanding during the fiscal year of the Borrower ending December 31, 2005,
(ii) $125,000,000 at any time outstanding during the fiscal year of the
Borrower ending December 31, 2006, and (iii) $150,000,000 at any time
outstanding during the fiscal year of the Borrower ending December 31, 2007 and
any fiscal year of the Borrower ending thereafter;


 


(g)           Indebtedness under
Interest Rate Agreements determined in good faith by the Borrower to be related
to outstanding Indebtedness permitted to remain outstanding pursuant to this
Section 8.3 and which the Borrower in good faith determines are non-speculative
in nature;


 


(h)           Indebtedness of the
Borrower or any of the Borrower’s Subsidiaries incurred to refinance any
outstanding Indebtedness described in Section 8.3(c), in each case so long
as the principal amount of such Indebtedness outstanding of the time of the
refinancing thereof is not increased as a result of any such refinancing, the
weighted average maturity thereof is not decreased and no greater Liens or
security interests are granted, and no additional guarantees provided, in
connection therewith;


 


(i)            Indebtedness of
Non-Canadian Foreign Subsidiaries, provided that such Indebtedness shall
not be guaranteed by the Borrower, any Domestic Subsidiary or any Canadian
Subsidiary or otherwise supported by any such entity (or any of its assets) in
any manner;


 


(j)            Indebtedness of
Foreign Subsidiaries under Hedge Agreements providing protection against
fluctuations in currency values in connection with such Foreign Subsidiaries’
operations so long as such Foreign Subsidiary has determined that the entering
into of such Hedge Agreements are bona fide hedging activities and not for
speculative purposes;


 


(k)           Indebtedness which
may exist as a result of guarantees expressly permitted under clause (ii)
of the proviso to Section 8.1(l) (subject to compliance with the dollar
limitations contained therein);


 


(l)            Indebtedness of the
Credit Parties evidenced by the Senior Secured Notes and the other Senior
Secured Notes Documents in an aggregate principal amount not to exceed


 


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$150,000,000 (less the amount of any
repayments of principal thereof made after the original issuance thereof),
which Indebtedness may be secured by a second priority Lien on the Collateral
that is subject to the terms of the Intercreditor Agreement, provided
that the Unit Subsidiary’s guarantee of the Senior Secured Notes is
subordinated to the Obligations on terms substantially similar to the
subordination of the Unit Subsidiary’s guarantee of the Senior Unsecured Notes;


 


(m)          Indebtedness of the
Borrower or any of the Borrower’s Subsidiaries, in addition to other
Indebtedness permitted under clauses (a) through (l) above and clause (n)
below, in an aggregate principal amount not to exceed $20,000,000 at any time
outstanding; and


 


(n)           unsecured Indebtedness
of the Borrower having (i) no amortization of principal, (ii) a
scheduled maturity date no earlier than 5 1⁄2 years after the Initial Borrowing
Date, (iii) cash interest not to exceed 12 1⁄2% per annum (in the case of
floating rate Indebtedness, based on the interest rate as of the date of the
original issuance thereof) and (iv) covenants and events of default
customary for public high yield senior unsecured note offerings, the proceeds
of which shall be used to prepay the Senior Secured Notes and/or the Senior
Unsecured Notes or to refinance prior Indebtedness permitted under this clause
(n), in each instance, as provided in Section 8.13(i)(A), (B) or (C), as
appropriate, and unsecured guarantees thereof by Holdings and the Subsidiary
Guarantors, provided that the Unit Subsidiary’s guarantee of any such
Indebtedness is subordinated on terms substantially similar to the
subordination of the Unit Subsidiary’s guarantee of the Senior Unsecured Notes.


 


8.4           Capital Expenditures.  (a)  The Borrower will not, and
will not permit any of its Domestic Subsidiaries or Canadian Subsidiaries to,
make any Capital Expenditures, except that during any fiscal year of the
Borrower set forth below, the Borrower and its Domestic Subsidiaries and
Canadian Subsidiaries may make Capital Expenditures, so long as the aggregate
amount of such Capital Expenditures (less proceeds of sales of Rental Equipment
in the ordinary course of business) does not exceed in any fiscal year of the
Borrower set forth below the amount set forth below opposite such fiscal year:


 


	
  Fiscal Year Ending

  	
   

  	
  Amount

  	
   

  
	
  December 31, 2005

  	
   

  	
  $

  	
  130,000,000

  	
   

  
	
  December 31, 2006

  	
   

  	
  $

  	
  140,000,000

  	
   

  
	
  December 31, 2007

  	
   

  	
  $

  	
  150,000,000

  	
   

  
	
  December 31, 2008

  	
   

  	
  $

  	
  160,000,000

  	
   

  
	
  December 31, 2009

  	
   

  	
  $

  	
  175,000,000

  	
   

  
	
  December 31, 2010

  	
   

  	
  $

  	
  180,000,000

  	
   

  



 


(b)           Notwithstanding the
foregoing, in the event that the amount of Capital Expenditures permitted to be
made by the Borrower and its Domestic Subsidiaries and Canadian Subsidiaries
pursuant to clause (a) above in any fiscal year of the Borrower (before
giving effect to any increase in such permitted expenditure amount pursuant to
this clause (b) and after giving effect to any reduction in such permitted
expenditure amount pursuant to clause (c) below) is greater than the
amount of such Capital Expenditures made by the Borrower and its Domestic
Subsidiaries and Canadian Subsidiaries during such fiscal year, the lesser of
(i) such excess and (ii) 50% of the applicable permitted scheduled
Capital Expenditure amount for such fiscal year


 


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as set forth in such clause (a) above
(such lesser amount, the “CapEx Rollover Amount”) may be carried forward
and utilized to make Capital Expenditures in the immediately succeeding fiscal
year.


 


(c)           In addition to any
amounts set forth in clause (a) or (b) above, in any fiscal year of the
Borrower the Borrower and its Domestic Subsidiaries and Canadian Subsidiaries
may make Capital Expenditures in an amount equal to 20% of the amount set forth
in clause (a) above for such fiscal year; provided, that
(i) no Capital Expenditures were made pursuant to this clause (c)
during the prior fiscal year and (ii) if Capital Expenditures are made
during a fiscal year pursuant to this clause (c), then the amount of Capital
Expenditures permitted for the subsequent fiscal year pursuant to
clause (a) above shall be reduced by the amount of such Capital
Expenditures made during such fiscal year pursuant to this clause (c).


 


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


 


(e)           To the extent any
Capital Expenditures made pursuant to clauses (a), (b) or (c) above
involve the purchase or lease of real property, such Capital Expenditures may
not be made unless, to the best of the Borrower’s knowledge, such purchase or
lease will not result in any material increase in the contingent liabilities
(including environmental liabilities) of the Borrower or any of its
Subsidiaries.


 


8.5           Investments.  Holdings and the Borrower will not, and will
not permit any of their respective Subsidiaries to, lend money or credit or
make advances to any Person, or purchase or acquire any stock, obligations or
securities issued by, or any other interest in, or make any capital
contribution to, any other Person, or purchase or own a futures contract or
otherwise become liable for the purchase or sale of currency or other
commodities at a future date or in the nature of a futures contract, or hold
any cash or Cash Equivalents (each of the foregoing “Investment” and,
collectively, “Investments”), except:


 


(a)           the Borrower or any
of its Subsidiaries may acquire and hold accounts receivables owing to it, if
created or acquired in the ordinary course of business and payable or
dischargeable in accordance with the customary trade terms of the Borrower or
its applicable Subsidiary, as the case may be;


 


(b)           loans and advances
to employees, officers and directors in the ordinary course of business in an
aggregate principal amount not to exceed $2,000,000 at any time outstanding
shall be permitted;


 


(c)           subject to continued
compliance with Section 7.18 and the last paragraph of Section 8.1 in
the case of any Investments being made by the Unit Subsidiary, any Investment


 


125





















 


by any Qualified Subsidiary Guarantor in the
Borrower or in another Qualified Subsidiary Guarantor (except that loans and
advances to the Unit Subsidiary shall not be permitted);


 


(d)           subject to
Section 8.17, Investments in cash, Cash Equivalents and, in the case of
Foreign Subsidiaries, Foreign Cash Equivalents shall be permitted;


 


(e)           Investments by the
Borrower and its Subsidiaries permitted under Section 8.1 and Capital
Expenditures permitted under Section 8.4 shall be permitted;


 


(f)            Investments
existing on the Effective Date and listed on Schedule XVI hereto, without
giving effect to any additions thereto or replacements thereof, shall be
permitted;


 


(g)           Investments which
may be deemed to exist as a result of the entering into of Interest Rate
Agreements to the extent permitted by Section 8.3(g);


 


(h)           Holdings may
purchase or acquire stock or securities of or make capital contributions to the
Borrower;


 


(i)            the Borrower and
Qualified Subsidiary Guarantors may make intercompany loans and advances to
each other (but loans and advances may not be made to the Unit Subsidiary),
provided that in the case of any such loan or advance made pursuant to this
clause (i) that is evidenced by a promissory note or other instrument,
such promissory note or other instrument shall be in each case pledged pursuant
to the relevant Pledge Agreement;


 


(j)            the Borrower, any
Wholly-Owned Subsidiary of the Borrower (other than the Unit Subsidiary),
Holdings or any Unrestricted Subsidiary may make Permitted Acquisitions in
accordance with the terms of this Credit Agreement;


 


(k)           so long as no
Default or Event of Default is then in existence or would exist immediately
after giving effect thereto, the Borrower and its Wholly-Owned Subsidiaries may
make intercompany loans and advances (but loans and advances may not be made to
the Unit Subsidiary) to pay Dividends to the extent permitted by
Section 8.6, provided that any such loans or advances that are made by a
Non-Canadian Foreign Subsidiary to a Credit Party shall, in each case, be
subordinated to the Obligations on terms satisfactory to the Administrative
Agent;


 


(l)            the Borrower and
its Subsidiaries may acquire and own investments (including debt obligations)
received in connection with the bankruptcy or reorganization of suppliers and
customers and in settlement of delinquent obligations of, and other disputes
with, customers and suppliers arising in the ordinary course of business;


 


(m)          the Borrower and the
Qualified Subsidiary Guarantors may purchase or acquire stock or securities of,
or make capital contributions (but not of Eligible Accounts Receivable) to,
their respective Wholly-Owned Subsidiaries which are Qualified Subsidiary
Guarantors so long as any such capital contributions are made in compliance
with Section 7.18 (if applicable);


 


(n)           the Non-Canadian
Foreign Subsidiaries may purchase or acquire stock or securities of, or make
capital contributions to, other Non-Canadian Foreign Subsidiaries;


 


126





















 


(o)           the Non-Canadian
Foreign Subsidiaries may make loans and advances to (i) one another and
(ii) the Borrower, provided that any and all such loans and advances made
pursuant to this clause (ii) are (x) in cash constituting funds
repatriated by any such Non-Canadian Foreign Subsidiary to the Borrower and
(y) subordinated to the Obligations on terms satisfactory to the
Administrative Agent;


 


(p)           Investments by
Foreign Subsidiaries which may be deemed to exist as a result of the entering
into of Hedge Agreements to the extent permitted by Section 8.3(j);


 


(q)           so long as no
Default or Event of Default is then in existence or would exist immediately
after giving effect thereto, the Borrower and its Subsidiaries may from time to
time make cash capital contributions, or loans or advances, to any Non-Canadian
Foreign Subsidiary of the Borrower so long as (x) such Non-Canadian
Foreign Subsidiary uses all of the proceeds therefrom within 30 days to either
(I) effect a Permitted Acquisition in accordance with Section 7.17 or
(II) make Capital Expenditures and (y) the amount of all such capital
contributions, loans and advances, (as expended in connection with the
respective Permitted Acquisition or Capital Expenditure, as the case may be)
shall (and shall be deemed to) constitute a utilization of the relevant basket
amounts in Section 7.17(a)(vi) and shall, when added to all other relevant
expenditures pursuant to this clause (q) and Section 7.17, not cause
either of said basket amounts to be exceeded;


 


(r)            Investments
referred to in Section 8.1(q);


 


(s)           loans to Holdings to
the extent permitted by Sections 8.6(c), (f), (h), (j) and (k); and


 


(t)            any Investments in
addition to those contemplated by the foregoing clauses (a) through (s), provided
that all Investments made pursuant to this clause (t) shall be permitted
by the Senior Unsecured Notes Documents and the Senior Secured Notes Documents
and shall not exceed $20,000,000 at any time outstanding.


 


8.6           Dividends, etc.  Holdings and the Borrower will not, and will
not permit any of their respective Subsidiaries to, declare or pay any
dividends (other than dividends payable solely in common stock of the Person
paying such dividend) or return any capital to, its equityholders or authorize
or make any other distribution, payment or delivery of property or cash to its
equityholders as such, or redeem, retire, purchase or otherwise acquire,
directly or indirectly, for a consideration (other than consideration in the
form of common stock of the Person paying such dividend), any shares of any
class of its capital stock or any other of its equity interests now or
hereafter outstanding (or any warrants for or options or stock appreciation
rights in respect of any of such shares or other equity interests), or set
aside any funds for any of the foregoing purposes and Holdings and the Borrower
will not permit any of their respective Subsidiaries to purchase or otherwise
acquire for consideration any shares of any class of the capital stock of or
other equity interests in Holdings, the Borrower or any of their respective
Subsidiaries now or hereafter outstanding (or any warrants for or options or
stock or similar appreciation rights issued by such Person in respect of any
such shares or other equity interests) (all of the foregoing “Dividends”),
except that:


 


127





















 


(a)           any Subsidiary of
the Borrower may pay Dividends to the Borrower or any Wholly-Owned Subsidiary
of the Borrower which owns equity interest therein;


 


(b)           Holdings may pay
regularly scheduled Dividends on the Permitted Preferred Stock pursuant to the
terms thereof solely through the issuance of additional preferred shares of
such Permitted Preferred Stock;


 


(c)           the Borrower may pay
Dividends or make loans to Holdings to enable Holdings to (i) pay
reasonable and customary corporate and administrative expenses in the ordinary
course (including those related to Holdings being a public company) and
(ii) make payments expressly permitted pursuant to Section 8.7;


 


(d)           so long as the
payments relate to a period for which the Borrower is a member of the same
consolidated group as Holdings for federal income tax purposes, the Borrower
may make payments required pursuant to the Tax Sharing Agreement as in effect
on the Effective Date and delivered to the Administrative Agent pursuant to
Section 5.1(m) or as amended pursuant to Section 8.13(iii);


 


(e)           Holdings may
repurchase Holdings Common Stock or options to purchase Holdings Common Stock
held by current or former directors, executives, officers, members of
management or employees of Holdings, the Borrower or any of their respective
Subsidiaries (or their spouses or estates), provided that no Default or
Event of Default then exists or would exist immediately after giving effect
thereto;


 


(f)            the Borrower may
pay cash Dividends or make loans to Holdings for the purpose of enabling
Holdings (x) to make the purchases referred to in clause (e) above,
so long as all proceeds thereof are promptly used by Holdings to make such
purchases and (y) to pay fees and expenses related to the Holdings IPO or
any other offering of debt or equity securities by Holdings not prohibited by
this Credit Agreement; provided that, in each case, no Default or Event
of Default then exists or would exist immediately after giving effect thereto;


 


(g)           non-cash repurchases
of capital stock of Holdings which may be deemed to occur upon exercise of
stock options if such capital stock represents a portion of the exercise price
of such options;


 


(h)           the Borrower may pay
cash Dividends or make loans to Holdings for the purpose of enabling Holdings
or any Unrestricted Subsidiary to consummate a Permitted Acquisition, provided
that (1) the applicable requirements set forth in the definition of
“Permitted Acquisition” and in Section 7.17 are satisfied as of the date of the
making of such Dividend or loan (as if Section 1.5 were not in effect),
(2) the aggregate amount of such cash Dividends and loans by the Borrower
to Holdings pursuant to this clause (h) shall not exceed the aggregate amount
of proceeds of Revolving Loans permitted under Section 7.17 to be used in
connection with Permitted Acquisitions, except that not more than $50,000,000
of the $100,000,000 of proceeds of Revolving Loans permitted to be used in
connection with Permitted Acquisitions in any fiscal year of the Borrower under
Section 7.17(a)(vi)(A) (less the amount of proceeds of Revolving Loans
used by the Borrower or any of its Wholly-Owned Subsidiaries under
Section 7.17(a)(vi)(A) in connection with Permitted Acquisitions referred
to in clause (y)


 


128





















 


of the last sentence of Section 7.17(a))
shall be permitted to be dividended or lent by the Borrower to Holdings during
such fiscal year of the Borrower, (3) all proceeds thereof are, within 30
days of the making of such Dividend or loan, used by Holdings to make such
Permitted Acquisition (and if not so timely used, shall promptly be paid to the
Borrower as a common stock contribution), and (4) there exists no Default
or Event of Default at the time of such Dividend or loan or after giving effect
thereto;


 


(i)            the Borrower may
distribute to Holdings the capital stock of any of the Existing Non-Canadian
Foreign Subsidiaries; provided that (1) all transfers of assets
from the Borrower or any of its Subsidiaries to any such Existing Non-Canadian
Foreign Subsidiary during the period commencing on May 16, 2005 and ending on
and including the date of such Dividend are made in the ordinary course of
business and consistent with historical practices, (2) neither the
Borrower nor any Guarantor (other than Holdings) is (or at any time after such
Dividend will be) a guarantor of or otherwise liable with respect to any
Indebtedness or other obligations of any Existing Non-Canadian Foreign
Subsidiary, (3) no assets of the Borrower or any Guarantor (other than in the
case of Holdings, the capital stock of the applicable Existing Non-Canadian
Foreign Subsidiary) secure (or at any time after such Dividend will secure) any
Indebtedness of or other obligations of any of the Existing Non-Canadian
Foreign Subsidiaries and (4) no Default or Event of Default exists at the
time of such Dividend or will result from such Dividend;


 


(j)            Holdings may make
repurchases of options to purchase Holdings Common Stock as disclosed in a
writing delivered by the Borrower to the Administrative Agent and the
Syndication Agent (and the Borrower may pay cash Dividends or make loans to
Holdings for the purpose of enabling Holdings to make such repurchases so long
as the proceeds thereof are promptly used by Holdings to make such repurchases),
provided that (i) no Default or Event of Default exists at the time
of any such Dividend, loan or repurchase or would exist immediately after
giving effect thereto and (ii) the aggregate amount of such repurchases
does not exceed $5,500,000; and


 


(k)           the Borrower may pay
Dividends and make loans to Holdings for any other lawful purpose;


 


provided
that the aggregate amount of Dividends and loans by the Borrower to Holdings
pursuant to clauses (c), (f) and (k) above and of repurchases of capital stock
or options by Holdings pursuant to clause (e) above shall not exceed
$10,000,000 in the aggregate in any fiscal year of the Borrower; provided
further that the Borrower and Holdings may make additional Dividends,
loans and repurchases of capital stock or options pursuant to such clauses (c),
(e), (f) and (k) so long as (1) the Consolidated Interest Coverage Ratio
for the four consecutive fiscal quarter period (taken as one accounting period)
of the Borrower most recently ended prior to the date of such Dividend, loan or
repurchase, on a pro  forma basis as if the Dividend, loan or
repurchase had occurred on the first day of such period, is at least 2.00:1.00,
(2) (x) Average Excess Availability for the period of 60 consecutive
days (or such lesser number of consecutive days as may have elapsed from the
Effective Date) ending on (and including) the day on which such Dividend, loan
or repurchase is consummated, on a pro  forma basis as if the
Dividend, loan or repurchase (and any Credit Events to occur in connection therewith)
had occurred on the first day of such 60 (or lesser, as the case may be) day
period, is greater than $75,000,000 and


 


129





















 


(y) Excess
Availability is greater than $100,000,000 on the date of consummation of such
Dividend, loan or repurchase after giving effect to such Dividend, loan or
repurchase and any Credit Events in connection therewith, and (3) the
aggregate amount of cash expended by Holdings and the Borrower pursuant to this
proviso shall not exceed $25,000,000 in the aggregate during any fiscal year of
the Borrower.


 


8.7           Transactions with Affiliates.  Holdings and the Borrower will not, and will
not permit any of their respective Subsidiaries to, enter into any transaction
or series of transactions after the Effective Date, whether or not in the
ordinary course of business, with any Affiliate other than on terms and
conditions substantially as favorable to Holdings, the Borrower or such
Subsidiary as would be obtainable by Holdings, the Borrower or such Subsidiary
at the time in a comparable arm’s-length transaction with a Person other than
an Affiliate, provided that the foregoing restrictions shall not apply
to (i) payments by Holdings, the Borrower and any of their respective
Subsidiaries to the Equity Investors and their respective Affiliates made
pursuant to any financial advisory, financing, underwriting or placement
agreement, or in respect of other investment banking activities, in each case
as approved by the board of directors of such Person in good faith, so long as
the amount of any such fees, expenses, or other amounts paid for any such
service provided shall not exceed the usual and customary fees for similar
services rendered by or obtainable from Persons other than the Equity Investors
and their Affiliates to such Credit Party, (ii) employment arrangements
entered into in the ordinary course of business with officers, directors or
similar executives of Holdings, the Borrower, and their respective
Subsidiaries, (iii) customary fees paid to members of the Board of
Directors of Holdings, the Borrower, and their respective Subsidiaries,
(iv) subject to, in the case of the Unit Subsidiary, continued compliance
with the requirements of Section 7.18 and the last paragraph of Section 8.1,
transactions between the Borrower and any of its Wholly-Owned Subsidiaries or
among Wholly-Owned Subsidiaries of the Borrower; (v) transactions
expressly permitted pursuant to Sections 8.5 and 8.6; (vi) any
issuance of securities, or other payments, benefits, awards or grants in cash,
securities or otherwise, pursuant to, or the funding of, employment
arrangements, stock option and stock ownership plans or deferred compensation
plans approved by the Board of Directors of Holdings, the Borrower or the
respective Subsidiary (other than the Unit Subsidiary); (vii) loans or
advances to employees in the ordinary course of business in accordance with
past practices of Holdings, the Borrower or its Subsidiaries (other than the
Unit Subsidiary), but in any event not to exceed $2,000,000 in aggregate amount
at any time outstanding (calculated without regard to any write-downs or
write-offs thereof); (viii) payments pursuant to the Tax Sharing Agreement
as in effect on the Effective Date or as amended pursuant to Section 8.13(iii);
(ix) indemnification agreements with, and the payment of fees and
indemnity to, directors, officers and employees of Holdings, the Borrower or
any Subsidiary of the Borrower (other than the Unit Subsidiary) in each case in
the ordinary course of business; (x) any severance, noncompetition or
confidentiality agreement entered into by Holdings, the Borrower or any
Subsidiary (other than the Unit Subsidiary) with its employees in the ordinary
course of business; (xi) Holdings’ entrance into and, subject to continued
compliance with the terms and conditions set forth herein, Holdings’
performance of its obligations under (a) the Investor Stockholders
Agreement dated as of May 22, 1997 among Holdings, Cypress Merchant
Banking Partners L.P., Cypress Offshore Partners L.P., Scotsman Partners L.P.,
Odyssey Partners, L.P. and BT Investment Partners, Inc. (as same is amended
pursuant to Amendment No. 1 thereto, dated as of September 1, 1998) and
(b) the Second Amended and Restated Management Stockholders’ and
Optionholders’ Agreement dated as of May 22, 1997 among Holdings,


 


130





















 


Cypress Merchant Banking
Partners L.P., Cypress Offshore Partners L.P., Scotsman Partners, L.P., the
Management Stockholders (as defined therein) and the Permitted Transferees (as
defined therein) of the Management Stockholders who become parties thereto
pursuant to the terms and provisions contained therein; and (xii) any
transactions described on Schedule XIX attached hereto.


 


Notwithstanding the foregoing, Holdings and the Borrower shall not, and
shall not permit their respective Subsidiaries to, enter into any agreements
with any Affiliates thereof (or any officers or management of such Affiliates),
or any other Person providing for management services (other than the Unit
Subsidiary Management Agreement, any other Management Agreements whereby one or
more Subsidiaries of the Borrower pay fees for management services solely to
the Borrower and any management services agreement described on Schedule XIX
attached hereto).


 


8.8           Changes in Business.  Holdings and the Borrower will not, and will
not permit their respective Subsidiaries to, engage in any business except
(i) all or any part of the business of selling and leasing storage containers,
mobile offices and modular structures and related equipment or any other
equipment sold or leased to a similar customer base and (ii) any business
or services related, ancillary or complementary to such businesses.


 


8.9           Senior Secured Leverage Ratio.  The Borrower will not permit the Senior
Secured Leverage Ratio for (x) any Test Period ended on or prior to
December 31, 2006 to be greater than 3.75:1.00 and (y) any Test Period
ended after December 31, 2006, to be greater than 3.50:1.00.


 


8.10         Consolidated Interest Coverage Ratio.  The Borrower will not permit the Consolidated
Interest Coverage Ratio for (x) any Test Period ended prior to December
31, 2007 to be less than 1.70:1.00 and (y) any Test Period ended on or
after December 31, 2007, to be less than 1.90:1.00; provided that if the
Holdings IPO shall be consummated, such ratio shall become 2.00:1.00 commencing
on the first day of the first fiscal quarter of the Borrower that begins not
earlier than 12 calendar months after the date of the consummation of the
Holdings IPO.


 


8.11         Utilization.  The Borrower will not permit the Utilization
for any period of 13 consecutive fiscal months of the Borrower (calculated by
taking the average of the Utilization for each of the 13 fiscal months in such
period) ending (x) with the fiscal month most recently ended prior to the
occurrence of a Trigger Event or (y) during a Trigger Event Compliance
Period to be less than 73%.


 


8.12         Creation of Subsidiaries.  Holdings and the Borrower will not, and will
not permit any of their respective Subsidiaries to, create or acquire any
Subsidiaries without the written consent of the Required Lenders, except
(i) as permitted in Section 7.17 and (ii) each of Holdings and
the Borrower may create Non-Canadian Foreign Subsidiaries from time to time so
long as (x) to the extent such Non-Canadian Foreign Subsidiary is owned by
a Credit Party, the equity interests of such Non-Canadian Foreign Subsidiary is
pledged to the Collateral Agent pursuant to the relevant Pledge Agreement (although
if the granting of a pledge of more than 66-2/3% of the voting capital stock or
voting equity interests of such Non-Canadian Foreign Subsidiary would give rise
to “deemed dividend” tax consequences under Section 956 of the


 


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Code, then not more than 65% of the
outstanding voting capital stock or equity interests (plus 100% of the
non-voting capital stock or equity interests) shall be required to be pledged
to the Collateral Agent pursuant to the relevant Pledge Agreement) and
(y) all Investments (and any other contribution) made by Holdings or any
of its Subsidiaries in or to any such Non-Canadian Foreign Subsidiary are
permitted under Section 8.5.


 


8.13         Limitation on Voluntary Payments and
Modifications of Indebtedness; Modifications of Governing Documents, Preferred
Stock and Certain Other Agreements; etc. 
Holdings and the Borrower will not, and will not permit any of their
respective Subsidiaries to:


 


(i)            make (or give any
notice in respect of) any voluntary or optional payment or prepayment on or
redemption or acquisition for value of (including, without limitation, by way
of depositing with the trustee with respect thereto or any other Person money
or securities before due for the purpose of paying when due), exchange or
purchase, redeem or acquire for value (whether as a result of a Change of
Control, the consummation of asset sales or otherwise) any Senior Unsecured
Note, any Senior Secured Note or any Indebtedness permitted in
Section 8.3(n), except that (A) the Borrower may make (and give any
notice in respect of) one or more voluntary prepayments, redemptions or
acquisitions for value of Senior Secured Notes up to and including the full
outstanding amount thereof; provided that, (1)(x) Average Excess
Availability for the period of 60 consecutive days (or such lesser number of
consecutive days as may have elapsed from the Effective Date) ending on (and
including) the day on which each such prepayment, redemption or acquisition, as
the case may be, of Senior Secured Notes is made, on a pro  forma
basis as if such prepayment, redemption or acquisition, as the case may be,
(and any Credit Events to occur in connection therewith) had occurred on the
first day of such 60 (or lesser, as the case may be) day period, is greater
than or equal to $75,000,000 (it being agreed that the requirement in this
clause (x) shall not be applicable if such prepayment, redemption or
acquisition, as the case may be, is made solely from proceeds of the Holdings
IPO and/or unsecured debt permitted under Section 8.3(n)) and
(y) Excess Availability is greater than $75,000,000 on the date of each
such prepayment, redemption or acquisition, as the case may be, after giving
effect to such prepayment, redemption or acquisition, as the case may be, and
any Credit Events in connection therewith, (2) with respect to each
prepayment, redemption or acquisition of Senior Secured Notes that results in
the prepayment, redemption and/or acquisition for value on or after the
Effective Date of an aggregate amount greater than $75,001,000 of Senior
Secured Notes, the Senior Secured Leverage Ratio for the four consecutive
fiscal quarter period of the Borrower (taken as one accounting period) most
recently ended prior to the date of such prepayment, redemption or acquisition,
as the case may be, on a pro forma basis as if such prepayment, redemption or
acquisition, as the case may be, had occurred on the first day of such period,
is less than 3.25:1.00 (3.50:1.00 if such prepayment, redemption or acquisition
is made upon or within 60 days following the consummation of the Holdings IPO)
and (3) no Default or Event of Default exists at the time of such
prepayment, redemption or acquisition, as the case may be, or will result from
such prepayment, redemption or acquisition, as the case may be, (B) the
Borrower may (and in any event shall) refinance the Senior Unsecured Notes in
full at least 90 days prior to their scheduled maturity date with any or a
combination of (1) proceeds from the Holdings IPO or any other equity or
debt offering by Holdings not prohibited by this


 


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Credit Agreement, (2) unsecured debt permitted under
Section 8.3(n) or (3) proceeds of Revolving Loans (provided that if
proceeds of Revolving Loans are used, (x) Average Excess Availability for
the period of 60 consecutive days (or such lesser number of consecutive days as
may have elapsed from the Effective Date) ending on (and including) the day on
which such refinancing is consummated, on a pro forma basis as if such
refinancing (and any Credit Events to occur in connection therewith) had
occurred on the first day of such 60 (or lesser, as the case may be) day
period, is greater than or equal to $75,000,000, (y) Excess Availability
is greater than $75,000,000 on the date of such refinancing after giving effect
to such refinancing and any Credit Events in connection therewith and
(z) no Default or Event of Default exists at the time of such refinancing
or would result therefrom) and (C) the Borrower may refinance any
Indebtedness permitted under Section 8.3(n) with other Indebtedness permitted
under Section 8.3(n) or any other equity or debt offering by Holdings not
prohibited by this Credit Agreement; provided that (x) Average Excess Availability
for the period of 60 consecutive days (or such lesser number of consecutive
days as may have elapsed from the Effective Date) ending on (and including) the
day on which such refinancing is consummated, on a pro forma basis as if such
refinancing (and any Credit Events to occur in connection therewith) had
occurred on the first day of such 60 (or lesser, as the case may be) day
period, is greater than or equal to $75,000,000, (y) Excess Availability
is greater than $75,000,000 on the date of such refinancing after giving effect
to such refinancing and any Credit Events in connection therewith and
(z) no Default or Event of Default exists at the time of such refinancing
or would result therefrom;


 


(ii)           amend or modify, or
permit the amendment or modification of, any provision of any Senior Unsecured
Notes Document, any Senior Secured Notes Document or any indenture, note or
other documentation governing or otherwise relating to any Indebtedness
permitted under Section 8.3(n), except any amendment or modification which
is not adverse to the Lenders in any respect (it being understood and agreed
that (i) the Borrower may, in connection with a tender for the redemption
or acquisition for value of, or exercise of a call with respect to, Senior Secured
Notes or Senior Unsecured Notes permitted under clause (i) above, amend
the Senior Secured Notes Documents or the Senior Unsecured Notes Documents, as
the case may be, pursuant to a supplemental indenture in form and substance
reasonably satisfactory to the Administrative Agent, to remove covenants
contained in such documents and (ii) with respect to each of the Senior
Unsecured Notes Documents, the Senior Secured Notes Documents and the
documentation governing or otherwise relating to any Indebtedness permitted
under Section 8.3(n), in no event shall any amendment be permitted which
relates to the Unit Subsidiary’s guaranty of the Senior Unsecured Notes, the
Senior Secured Notes or such other Indebtedness, as the case may be, or the
subordination provisions applicable thereto);


 


(iii)          amend, modify or
change in any way adverse to the interests of the Lenders, any Tax Sharing
Agreement, any Management Agreement, the Master Lease Agreements, the Unit
Subsidiary Management Agreement, the Trade Name License Agreement, any of its
Governing Documents (including, without limitation, by the filing or
modification of any certificate of designation) or any agreement entered into
by it, with respect to its capital stock (including any Shareholders’
Agreement), or enter into


 


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any new Tax Sharing Agreement, Management Agreement or agreement with
respect to its capital stock which could in any way be adverse to the interests
of the Lenders in their capacity as such; or


 


(iv)          amend, modify or
change in any way adverse to the Lenders any preferred stock (or any
certificates of designation relating thereto).


 


8.14         Issuance of Stock.  (a) prior to the Holdings IPO, Holdings
shall not issue any shares of capital stock after the Effective Date, other
than (i) shares of Holdings Common Stock to the extent not resulting in a
Change of Control, (ii) shares of Permitted Preferred Stock on terms and
conditions, and pursuant to documentation, in form and substance satisfactory
to the Administrative Agent and the Required Lenders, and (iii) shares of
Permitted Preferred Stock paid as pay-in-kind Dividends on the Permitted
Preferred Stock and (b) neither Holdings nor the Borrower will permit any
of their respective Subsidiaries directly or indirectly to, issue, sell,
assign, pledge or otherwise encumber or dispose of any shares of its capital
stock or other equity securities (or warrants, rights or options to acquire
shares or other equity securities) of such Subsidiary to any Person other than
Holdings (but only in the case of equity interests in Foreign Subsidiaries not
constituting Canadian Subsidiaries), and, in the case of any Subsidiary of the
Borrower, the Borrower or a Wholly-Owned Subsidiary of the Borrower, except,
(x) to the extent permitted by Sections 7.3, 7.17, 8.1(c), 8.2 and
8.5 and (y) for the issuance of directors’ qualifying shares to the extent
required by applicable law.


 


8.15         Limitation on Restrictions Affecting
Subsidiaries.  Each of Holdings and
the Borrower will not, and will not permit any of their respective Subsidiaries
to, directly or indirectly, create or otherwise cause or suffer to exist any
encumbrance or restriction which prohibits or limits the ability of the
Borrower or any Subsidiary of Holdings or the Borrower to (a) pay
dividends or make other distributions or pay any Indebtedness owed to Holdings,
the Borrower or any of their respective Subsidiaries, (b) make loans or
advances to Holdings, the Borrower or any of their respective Subsidiaries, (c) transfer
any of its properties or assets to Holdings, the Borrower or any of their
respective Subsidiaries or (d) create, incur, assume or suffer to exist
any lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, other than encumbrances and restrictions arising under
(i) applicable law, (ii) this Credit Agreement and the other Credit
Documents, (iii) Indebtedness permitted pursuant to Sections 8.3(c),
(d), (h), (i) (as to the relevant Non-Canadian Foreign Subsidiary only), (l) and
(n), (iv) customary provisions restricting subletting or assignment of any
lease governing a leasehold interest of Holdings, the Borrower or any of their
respective Subsidiaries, (v) customary restrictions on dispositions of
real property interests found in reciprocal easement agreements of Holdings,
the Borrower or any of their respective Subsidiaries, (vi) any agreement
relating to Indebtedness incurred by a Subsidiary of the Borrower prior to the
date on which such Subsidiary was acquired by the Borrower and outstanding on
such acquisition date, (vii) the extension or continuation of contractual
obligations in existence on the date hereof, provided that any such
encumbrances or restrictions contained in such continuation are no less
favorable to the Lenders, than those encumbrances and restrictions under or
pursuant to the contractual obligations continued hereby,
(viii) restrictions imposed under the agreements relating to Indebtedness
permitted under Section 8.3(b), provided that such restrictions
apply only to the property securing such Indebtedness as permitted hereunder
and (ix) restrictions imposed on the transfer of rights under contracts
related to sales of Leases or conditional sales made pursuant to


 


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Section 8.1(l) so long as any
guarantees of such Leases do not exceed the dollar limitations contained in
clause (ii) of the proviso contained in such Section 8.1(l).


 


8.16         No Additional Bank Accounts.  The Borrower will not, and will not permit any
of its Domestic Subsidiaries or Canadian Subsidiaries to, directly or
indirectly, open, maintain or otherwise have any checking, savings, any other
deposit accounts or any other accounts at any bank or other financial
institution where money or any other assets is or may be deposited or
maintained with any Person, other than (A) in the case of the Credit
Agreement Parties and their respective Domestic Subsidiaries (i) the
Concentration Account, the Collection Accounts, the Disbursement Account, any
cash collateral account established pursuant to Section 2.5(g) and the
accounts set forth on Schedule XVII and (ii) local accounts in the
ordinary course of business and in compliance with Section 8.17, it being
understood that in no event shall Holdings, the Borrower or any of their
respective Domestic Subsidiaries be permitted to direct any payments on behalf
of any Accounts or Leases or any other Collateral to such local accounts,
(B) in the case of any Canadian Subsidiary, in an account subject to a Canadian
Bank Control Agreement and (C) in the case of a Domestic Subsidiary or
Canadian Subsidiary of the Borrower acquired by the Borrower after the
Effective Date pursuant to a Permitted Acquisition, accounts of such Subsidiary
so long as within 120 days of the consummation of such Permitted Acquisition,
such Subsidiary is in compliance with this Section 8.16 without giving effect
to this clause (C).


 


8.17         No Excess Cash.  (a)  The Borrower will not, and
will not permit any of its Domestic Subsidiaries to, directly or indirectly,
maintain in the aggregate in all of the checking, savings or other accounts
(other than the Disbursement Accounts, the Collection Accounts, the
Concentration Account, the payroll accounts and the Deferred Compensation
Program Investment Account set forth on Schedule XVII) of the Borrower and its
Domestic Subsidiaries total cash balances and investments (including
Investments in Cash Equivalents) in excess of $500,000 at any time during which
any Revolving Loans are outstanding hereunder.


 


(b)           Holdings and the
Borrower will not permit their respective Canadian Subsidiaries to maintain in
the aggregate in all of the checking, savings or other accounts of such
Canadian Subsidiaries total cash balances and investments (including
Investments in Cash Equivalents and Foreign Cash Equivalents) in excess of
$10,000,000 for fifteen or more consecutive days at any time during which
Revolving Loans are outstanding hereunder.


 


8.18         Account Terms.  The Borrower shall, and shall cause each of
its Subsidiaries to, promptly pay when due, or in conformity with customary
trade terms consistent with past practices, all of their trade accounts
payable, except for late payment in the ordinary course of business, the
lateness of which payment, singly or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.


 


8.19         Permitted Preferred Stock.  At all times prior to the Maturity Date and
thereafter until the payment in full in cash of all Obligations then due and
payable hereunder and under the other Credit Documents, the Borrower shall pay
Dividends on the Permitted Preferred Stock only in additional shares of
Permitted Preferred Stock.


 


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8.20         Unit Subsidiary.  Notwithstanding anything to the contrary
contained elsewhere in this Credit Agreement, in no event shall (i) the
Unit Subsidiary be liquidated and/or dissolved, (ii) the Unit Subsidiary
be merged or consolidated with or into Holdings, the Borrower or any of their
respective other Subsidiaries or any other Person, (iii) the Unit
Subsidiary become a “Guarantor” as opposed to a “Subordinated Guarantor” under
the Senior Unsecured Notes Indenture or the Senior Secured Notes Indenture or
(iv) the Borrower permit the “Subordinated Guaranty” of the Unit
Subsidiary contained in the Senior Unsecured Notes Indenture or the Senior
Secured Notes Indenture to be released.


 


8.21         Change of Legal Names; Type of
Organization (and Whether a Registered Organiza­tion); Jurisdiction of
Organization etc.  Neither Holdings,
the Borrower nor any Subsidiary Guarantor shall change its legal name, its type
of organization, its status as a registered organi­zation (in the case of a
registered organization), 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 Collateral Documents and so long as same do not involve (x) a
registered organization ceasing to constitute same or (y) Holdings, the
Borrower or any Subsidiary Guarantor 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
Schedule XI (as adjusted for any subsequent changes thereto previously made in
accordance with this sentence), together with a supplement to Schedule XI which
shall correct all information contained therein for Holdings, the Borrower or
the respective Subsidiary Guarantor, 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 pursuant to
the Collateral Documents at all times fully perfected and in full force and
effect.


 


ARTICLE 9


 


Events of Default and Remedies


 


9.1           Events of Default.  Upon the occurrence of any of the following
specified events (each an “Event of Default”):


 


(a)           Payments.  The Borrower shall (i) default in the
payment when due of any principal of any Loans or (ii) default, and such
default shall continue for five or more days, in the payment when due of any
interest on any Loans or any drawings under Letters of Credit which have not
been reimbursed by the Borrower (including through the incurrence of Revolving
Loans), or (iii) default, and such default shall continue for five or more
days after written demand therefor by the Administrative Agent, in the payment
when due of any Fees, Expenses or any other amounts owing hereunder or under
any other Credit Document; or


 


(b)           Representations,
etc.  Any representation or warranty
made by any Credit Party herein or in any other Credit Document or in any
statement or certificate delivered or required to be delivered pursuant hereto
or thereto shall prove to be untrue in any material respect on the date as of
which made or deemed made; or


 


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(c)           Covenants.  Holdings or the Borrower shall
(i) default in the due performance or observance by it of any term,
covenant or agreement contained in Sections 7.1(e), 7.1(g), 7.1(h),
7.1(j)(iii), 7.1(j)(iv), 7.1(m), 7.3, 7.4, 7.8, 7.12, 7.17, 7.18, 7.20, 7.23,
11.19 or Article 8, (ii) default in the due performance or observance
by it of any term, covenant or agreement contained in Section 7.14 (with
respect to the Unit Subsidiary) and such default shall continue unremedied for
a period of at least 10 days, or (iii) default in the due performance or
observance by it of any term, covenant or agreement (other than those referred
to in Section 9.1(a), 9.1(b) or clause (i) or (ii) of this
Section 9.1(c)) contained in this Credit Agreement or the other Credit
Documents and such default shall continue unremedied for a period of at least
30 days after notice to the defaulting party by the Administrative Agent or the
Required Lenders; or


 


(d)           Default Under
Other Agreements.  (i) Holdings,
the Borrower or any of their respective Subsidiaries (other than any
Unrestricted Subsidiaries) shall (x) default in any payment with respect
to any Indebtedness (other than the Obligations) beyond the period of grace, if
any, applicable thereto or (y) default in the observance or performance of
any agreement or condition relating to any such Indebtedness or contained in
any instrument or agreement evidencing, securing or relating thereto, or any
other event shall occur or condition exist, the effect of which default or
other event or condition is to cause, or to permit the holder or holders of
such Indebtedness (or a trustee or agent on behalf of such holder or holders)
to cause any such Indebtedness to become due prior to its stated maturity; or
(ii) any such Indebtedness of Holdings, the Borrower or any of their
respective Subsidiaries (other than an Unrestricted Subsidiary) shall be
declared by the holders thereof or a representative therefor to be due and
payable prior to the stated maturity thereof; provided that it shall not
constitute an Event of Default pursuant to this Section 9.1 unless the
aggregate principal amount of all such Indebtedness referred to in
clauses (i) and/or (ii) above exceeds $10,000,000; or


 


(e)           Bankruptcy, etc.  Holdings, the Borrower or any of their
respective Subsidiaries (other than an Unrestricted Subsidiary) shall commence
a voluntary case concerning itself under Title 11 of the United States Code
entitled “Bankruptcy”, as now or hereafter in effect, or any successor thereto
(the “Bankruptcy Code”); or an involuntary case is commenced against
Holdings, the Borrower or any of their respective Subsidiaries (other than an
Unrestricted Subsidiary), and the petition is not controverted within 30 days,
or is not dismissed within 60 days, after commencement of the case; or a
custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge
of, all or substantially all of the property of Holdings, the Borrower or any
of their respective Subsidiaries (other than an Unrestricted Subsidiary); or
Holdings, the Borrower or any of their respective Subsidiaries (other than an
Unrestricted Subsidiary) commences any other proceeding under any
reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction
whether now or hereafter in effect relating to Holdings, the Borrower or such Subsidiary;
or there is commenced against Holdings, the Borrower or any of their respective
Subsidiaries (other than an Unrestricted Subsidiary), any such proceeding which
remains undismissed for a period of 60 days; or Holdings, the Borrower or any
of their respective Subsidiaries (other than an Unrestricted Subsidiary) is
adjudicated insolvent or bankrupt; or any order of relief or other order
approving any such case or proceeding is entered; or Holdings, the Borrower or
any of their respective Subsidiaries (other than an Unrestricted Subsidiary)
suffers any appointment of any custodian, receiver, trustee or the like for it
or any substantial part of its property to continue


 


137





















 


undischarged or unstayed for a period of 60
days; or Holdings, the Borrower or any of their respective Subsidiaries (other
than an Unrestricted Subsidiary) makes a general assignment for the benefit of
creditors; or any corporate action is taken by Holdings, the Borrower or any of
their respective Subsidiaries (other than an Unrestricted Subsidiary) for the
purpose of effecting any of the foregoing; or


 


(f)            ERISA.  (i) Any
Plan shall fail to satisfy the minimum funding standard required for any plan
year or part thereof after the Effective Date under Section 412 of the
Code or Section 302 of ERISA or a waiver of such standard or extension of
any amortization period is sought or granted under Section 412 of the Code
or Section 303 or 304 of ERISA, a Reportable Event shall have occurred, a
contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a
Plan subject to Title IV of ERISA shall be subject to the advance reporting
requirement of PBGC Regulation Section 4043.61 (without regard to
subparagraph (b)(1) thereof) and an event described in subsection .62,
..63, .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 shall be
reasonably expected to occur with respect to such Plan within the following 30
days, any Plan which is subject to Title IV of ERISA shall have had or is likely
to have a trustee appointed to administer such Plan, any Plan which is subject
to Title IV of ERISA is, shall have been or is likely to be terminated or to be
the subject of termination proceedings under ERISA, any Plan subject to Title
IV of ERISA shall have an Unfunded Current Liability, a material contribution
required to be made with respect to a Plan or a Foreign Pension Plan has not
been timely made, the Borrower or any Subsidiary of the Borrower or any ERISA
Affiliate has incurred or is likely to incur any liability to or on account of
a Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069,
4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the
Code or on account of a group health plan (as defined in Section 607(1) of
ERISA to one or more employee welfare benefit plans (as defined in
Section 3(1) of ERISA) that provide benefits to retired employees or other
former employees (other than as required by Section 601 of ERISA or any
other applicable continuation of coverage laws) or Plans or Foreign Pension
Plans; (ii) there shall result from any such event or events the
imposition of a Lien, the granting of a security interest, or a liability or a
material risk of incurring a liability; and (iii) such Lien, security interest
or liability, individually, and/or in the aggregate, has had, or could
reasonably be expected to have, a Material Adverse Effect; or


 


(g)           Collateral
Documents.  Any Collateral Document
shall cease to be in full force and effect (except in accordance with the terms
thereof), or shall cease to give the Collateral Agent on behalf of the Lenders
the perfected Liens, rights, powers, priorities or privileges purported to be
created thereby in favor of the Collateral Agent, any Credit Party shall
default in any material respect in the due performance or observance of any
term, covenant or agreement on its part to be performed or observed pursuant to
any such Collateral Document and such default shall continue unremedied for a
period of at least 30 days after notice to the Borrower by the Administrative
Agent or the Required Lenders; or


 


(h)           Judgments.  One or more judgments or decrees shall be
entered against Holdings, the Borrower or any of their respective Subsidiaries
(other than an Unrestricted Subsidiary) involving liability of $5,000,000 or
more in the aggregate for all such judgments or decrees (in each case, to the
extent not paid or covered by insurance provided by a carrier that has
acknowledged coverage) and all such judgments or decrees shall not have been
vacated, discharged or stayed pending appeal within 60 days from the entry
thereof; or


 


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(i)            Change of
Control.  A Change of Control shall
occur; or


 


(j)            Guaranty.  Any Guaranty shall cease to be in full force
and effect (except in accordance with the terms thereof), or any Guarantor
shall default in any material respect in the due performance or observance of
any term, covenant or agreement on its part to be performed or observed
pursuant thereto or any Guarantor shall deny or disaffirm any of its
obligations thereunder and such default, denial or disaffirmation shall
continue unremedied for a period of at least 30 days after notice to the
Borrower by the Administrative Agent or the Required Lenders; or


 


(k)           Intercreditor
Agreement.  The Intercreditor
Agreement or any material provision thereof shall cease to be in full force and
effect except in accordance with the terms thereof;


 


then, and in any such event, and at any time thereafter, if any Event
of Default shall then be continuing, the Administrative Agent may, and shall
upon the written request of the Required Lenders, by written notice to the
Borrower, take any or all of the following actions, without prejudice to the
rights of any Agent or any Lender to enforce its claims against the Borrower,
except as otherwise specifically provided for in this Credit Agreement (provided
that, if an Event of Default specified in Section 9.1(e) shall occur with
respect to the Borrower or the Unit Subsidiary, the result which would occur
upon the giving of written notice by the Administrative Agent as specified in
clause (i) below shall occur automatically without the giving of any such
notice):  (i) declare the Total
Commitments terminated, whereupon the Commitments of each Lender shall
forthwith terminate immediately and any accrued and unpaid Unused Line Fee
shall forthwith become due and payable without any other notice of any kind and
declare the principal of and any accrued interest in respect of all Loans and
all other Obligations owing hereunder to be, whereupon the same shall become,
forthwith due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Borrower; (ii) direct
the Collateral Agent to enforce any or all of the Liens and security interests
created pursuant to the Collateral Documents; (iii) terminate any Letter
of Credit which may be terminated in accordance with its terms; and/or
(iv) direct the Borrower to pay (and the Borrower hereby agrees upon
receipt of such notice, or upon the occurrence of any Event of Default
specified in Section 9.1(e) in respect of the Borrower, it will pay) to
the Administrative Agent at its Payment Office such additional amounts of cash,
to be held as security for the Borrower’s reimbursement obligations in respect
of Letter of Credit then outstanding equal to 105% of the aggregate of all
Letters of Credit Obligations.


 


If a Default
or an Event of Default resulting from the failure of any of the Credit Parties
to comply with the covenant contained in Section 8.9, 8.10 or 8.11 occurs
during a Trigger Event Compliance Period, the termination of such Trigger Event
Compliance Period shall not result in, or otherwise constitute, the cure or
waiver of such Default or Event of Default.


 


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ARTICLE 10


 


The Agents


 


10.1         Appointment.  (a)  Each Lender hereby designates
BofA as Administrative Agent (for purposes of this Section 10, the term
“Administrative Agent” shall include BofA as Collateral Agent under the
Collateral Documents), in each case to act as specified herein and in the other
Credit Documents.  Each Lender hereby
appoints DBTCA as Syndication Agent, in each case to act as specified herein
and in the other Credit Documents.  Each
Lender hereby appoints Citicorp USA, Inc., Wells Fargo Bank, N.A. and Lehman
Commercial Paper Inc. as Co-Documentation Agents, in each case to act as
specified herein and in the other Credit Documents.  Each Lender hereby irrevocably authorizes,
and each holder of any Note or participation in any Letter of Credit by the
acceptance of a Note or participation shall be deemed irrevocably to authorize,
each Agent to take such action on its behalf under the provisions of this
Credit Agreement and the Notes and any other instruments and agreements
referred to herein and to exercise such powers and to perform such duties
hereunder and thereunder as are specifically delegated to or required of such
Agent by the terms hereof and thereof and such other powers as are reasonably
incidental thereto.  Each Agent may
perform any of its duties herein by or through its respective officers,
directors, agents, employees or affiliates. 
Subject to the various Credit Documents, the Collateral Agent shall hold
all Collateral and the Administrative Agent shall hold all payments of
principal, interest, Fees, charges and Expenses received pursuant to this
Credit Agreement or any other Credit Document for the benefit of the Lenders to
be distributed as provided herein and therein. 
Each Agent may perform any of its duties hereunder by or through its
agents or employees.


 


(b)           The provisions of
this Article 10 are solely for the benefit of the Agents and the Lenders,
and neither Holdings, the Borrower nor any of their respective Subsidiaries
shall have any rights as a third party beneficiary of any of the provisions
hereof (other than Sections 10.9 and 10.10(c)).  In performing its functions and duties under
this Credit Agreement, each Agent shall act solely as agent of the Lenders and
does not assume and shall not be deemed to have assumed any obligation toward
or relationship of agency or trust with or for Holdings, the Borrower or any of
their respective Subsidiaries.


 


10.2         Nature of Duties.  No Agent shall have any duties or
responsibilities except those expressly set forth in this Credit Agreement and
the other Credit Documents.  No Agent nor
any of its officers, directors, employees or agents shall be liable for any
action taken or omitted by it as such hereunder or thereunder or in connection
herewith or therewith, unless caused by its or their gross negligence or
willful misconduct.  The duties of each
Agent shall be mechanical and administrative in nature; no Agent shall have by
reason of this Credit Agreement or any of the other Credit Documents a
fiduciary relationship in respect of any Lender; and nothing in this Credit
Agreement or any of the other Credit Documents, expressed or implied, is
intended to or shall be so construed as to impose upon any Agent any obligations
in respect of this Credit Agreement or any of the other Credit Documents except
as expressly set forth herein or therein.


 


10.3         Lack of Reliance on the Agents.  (a)  Independently and without
reliance upon any Agent, each Lender, to the extent it deems appropriate, has
made and shall continue to


 


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make (i) its own
independent investigation of the financial or other condition and affairs of
Holdings, the Borrower and their respective Subsidiaries in connection with the
taking or not taking of any action in connection herewith and (ii) its own
appraisal of the creditworthiness of Holdings, the Borrower and their
respective Subsidiaries, and, except as expressly provided in this Credit
Agreement, no Agent shall have any duty or responsibility, either initially or
on a continuing basis, to provide any Lender with any credit or other
information with respect thereto, whether coming into its possession before the
making of any Loans or at any time or times thereafter.


 


(b)           No Agent shall be
responsible to any Lender for 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, collectibility, priority or sufficiency
of this Credit Agreement or any of the other Credit Documents (or for the
validity, perfection or priority of any Liens purported to be created or
granted pursuant thereto) or the financial or other condition of Holdings, the
Borrower or any of their respective Subsidiaries. No Agent shall be required to
make any inquiry concerning either the performance or observance of any of the
terms, provisions or conditions of this Credit Agreement or any of the other
Credit Documents, or the financial condition of Holdings, the Borrower or any
of their respective Subsidiaries, or the existence or possible existence of any
Default or Event of Default.


 


10.4         Certain Rights of the Agents.  Each Agent shall have the right to request
instructions from the Required Lenders at any time.  If any Agent shall request instructions from
the Required Lenders with respect to any act or action (including the failure
to act) in connection with this Credit Agreement or any of the other Credit
Documents, such Agent shall be entitled to refrain from such act or taking such
action unless and until such Agent shall have received instructions from the
Required Lenders and such Agent shall not incur liability to any Person by
reason of so refraining.  Without
limiting the foregoing, no Lender shall have any right of action whatsoever
against any Agent as a result of such Agent acting or refraining from acting
hereunder or under any other Credit Document in accordance with the
instructions of the Required Lenders.


 


10.5         Reliance by the Agents.  Each 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 documentary, teletransmission or telephone
message believed by it to be genuine and correct and to have been signed, sent
or made by the proper Person.  Each Agent
may consult with legal counsel (including counsel for Holdings and the Borrower
with respect to matters concerning Holdings, the Borrower and their respective
Subsidiaries), independent public accountants and other experts selected by it
and shall not be liable for any action taken or omitted to be taken by it in
good faith in accordance with the advice of such counsel, accountants or
experts.


 


10.6         Indemnification.  To the extent that any Agent is not
reimbursed and indemnified by Holdings or the Borrower, each Lender will
reimburse and indemnify such Agent and any affiliate thereof, in proportion to
its percentage voting interest as in effect from time to time for purposes of
determining the Required Lenders (for this purpose, determined as if there were
no Defaulting Lenders and, from and after any date upon which all Obligations
have been


 


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paid in full, with such
determinations to be made immediately prior to giving effect to such repayment
in full), for and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses (including
counsel fees and disbursements) or disbursements of any kind or nature
whatsoever (including all Expenses) which may be imposed on, incurred by or
asserted against such Agent and any affiliate thereof in performing its duties
hereunder or under any other Credit Document, or in any way relating to or
arising out of this Credit Agreement or any other Credit Document; provided,
that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from such Agent’s (or such affiliate’s)
gross negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and unappealable decision).  The agreements contained in this Section
shall survive any termination of this Credit Agreement and the other Credit
Documents and the payment in full of the Obligations.


 


10.7         Each Agent in its Individual
Capacity.  With respect to its
obligation to lend under this Credit Agreement, the Loans made by it and the
Notes issued to it, and its participation in Letters of Credit issued
hereunder, each Agent shall have the same rights and powers hereunder as any
other Lender or holder of a Note or participation interests and may exercise
the same as though it was not performing the duties specified herein; and the
terms “Lenders”, “Required Lenders”, “holders of Revolving Notes”, “holders of
Term Notes” or any similar terms shall, unless the context clearly otherwise
indicates, include each Agent in its individual capacity.  Each Agent may accept deposits from, lend
money to, acquire equity interests in, and generally engage in any kind of
banking, trust, financial advisory or other business with Holdings or Borrower
or any Affiliate thereof as if it were not performing the duties specified
herein, and may accept fees and other consideration from Holdings, the Borrower
or an Affiliate thereof for services in connection with this Credit Agreement
and otherwise without having to account for the same to the Lenders.


 


10.8         Holders of Notes.  The Administrative Agent may deem and treat
the payee of any Note as the owner thereof for all purposes hereof unless and
until a written notice of the assignment or transfer thereof shall have been
filed with the Administrative Agent.  Any
request, authority or consent of any Person who, at the time of making such
request or giving such authority or consent, is the holder of any Note, shall
be conclusive and binding on any subsequent holder, transferee or assignee of
such Note or of any Note or Notes issued in exchange therefor.


 


10.9         Resignation by the Agents; Successor
Agents; etc.  (a)  The
Administrative Agent may, upon five Business Days’ notice to the Lenders and
the Borrower, resign at any time (effective upon the appointment of a successor
Administrative Agent pursuant to the provisions of this Section 10.9) by
giving written notice thereof to the Lenders and the Borrower.  Upon any such resignation, the Required
Lenders shall have the right, upon five days’ notice and written approval by
the Borrower (which approval shall not be unreasonably withheld or be required
at any time while an Event of Default exists), to appoint a successor
Administrative Agent.  If no successor
Administrative Agent (i) shall have been so appointed by the Required
Lenders, and (ii) shall have accepted such appointment, within thirty days
after the retiring Administrative Agent’s giving of notice of resignation,
then, upon five days’ notice, the retiring Administrative Agent may, on behalf
of the Lenders, appoint a successor Administrative


 


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Agent.  In the event that no successor Administrative
Agent is appointed pursuant to the foregoing provisions, the Administrative
Agent’s resignation shall become effective on the date which is forty-five days
after the retiring Administrative Agent’s giving of notice of resignation, and
the Required Lenders shall perform the duties of the Administrative Agent
hereunder.


 


(b)           The Syndication
Agent and each Co-Documentation Agent may, upon five Business Days’ notice to
the Borrower, the Administrative Agent and the Lenders, resign at any time
(effective upon the fifth Business Day after the giving of such notice).


 


(c)           Upon the acceptance
of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations under this Credit Agreement
and the other Credit Documents.


 


(d)           After any retiring Agent’s
resignation hereunder as such, the provisions of this Article 10 shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was an Agent under this Credit Agreement.


 


10.10       Collateral Matters.  (a)  Each Lender authorizes and
directs the Collateral Agent to enter into the Collateral Documents for the
benefit of the Lenders. Each Lender hereby agrees, and each holder of any Note
or participant in Letters of Credit by the acceptance thereof will be deemed to
agree, that, except as otherwise set forth herein, any action taken by the
Required Lenders in accordance with the provisions of this Credit Agreement or
any of the Collateral Documents, and the exercise by the Required Lenders, of
the powers set forth herein or therein, together with such other powers as are
reasonably incidental thereto, shall be authorized and binding upon all of the
Lenders.  The Collateral Agent is hereby
authorized on behalf of all of the Lenders, without the necessity of any notice
to or further consent from any Lender, from time to time prior to an Event of
Default, to take any action with respect to any Collateral or Collateral
Documents which may be necessary to perfect and maintain perfected the security
interest in and Liens upon the Collateral granted pursuant to the Collateral
Documents.


 


(b)           The Lenders hereby
irrevocably authorize the Collateral Agent, at its option and in its
discretion, upon the direction of the Administrative Agent to release any Lien
granted to or held by the Collateral Agent upon any Collateral (i) upon
termination of the Total Commitments and payment and satisfaction of all of the
Obligations arising under or in respect of this Credit Agreement and the other
Credit Documents, (ii) constituting property being sold or disposed of if
the Credit Party disposing of such property certifies to the Administrative
Agent and the Collateral Agent that the sale or disposition is made in
compliance with Section 8.1 (and the Agents may rely conclusively on any such
certification, without further inquiry), (iii) constituting property in
which no Credit Party owned any interest at the time the Lien was granted or at
any time thereafter or (iv) constituting property leased to a Credit Party
under a lease that has expired or been terminated in a transaction permitted
under this Agreement.  The Collateral
Agent may, in its discretion with the prior written authorization of the
Administrative Agent, release its Liens on Collateral valued in the aggregate
not in excess of $2,000,000 during each Fiscal Year without the prior written
authorization of any Lender.  Upon
request by the


 


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Administrative Agent at any time, the Lenders
will confirm in writing the Collateral Agent’s authority to release particular
types or items of Collateral pursuant to this Section 10.10.


 


(c)           Upon any sale and
transfer (by dividend, contribution or otherwise) of Collateral which is
permitted pursuant to the terms of this Credit Agreement, or consented to in
writing by the Required Lenders, or all of the Lenders, as applicable, and upon
at least five (5) Business Days’ (or such shorter period as is acceptable to
the Collateral Agent) prior written request by the Borrower, the Collateral
Agent shall (and is hereby irrevocably authorized by the Lenders to) execute
such documents as may be necessary to evidence the release of the Liens granted
to the Collateral Agent for the benefit of the Lenders pursuant to the
Collateral Documents upon the Collateral that was sold or transferred; provided
that (i) the Collateral Agent shall not be required to execute any such
document on terms which, in the Collateral Agent’s opinion, would expose the
Collateral Agent to liability or create any obligation or entail any
consequence other than the release of such Liens without recourse,
representation or warranty, (ii) such release shall not in any manner
discharge, affect or impair the Obligations or any Liens upon (or obligations
of Holdings, the Borrower or any of their respective Subsidiaries in respect
of) all interests retained by Holdings, the Borrower or any of their respective
Subsidiaries, including, without limitation, the proceeds of the sale, all of
which shall continue to constitute part of the Collateral and (iii) the
Collateral Agent shall not be required to release any Lien in Collateral sold
or transferred by Holdings, the Borrower or any of their respective
Subsidiaries to any other of Holdings, the Borrower or any of their respective
Subsidiaries except for cash and cash equivalents distributed to Holdings in
accordance with the terms of this Credit Agreement and Collateral transferred
to an Unrestricted Subsidiary in accordance with the terms of this Credit
Agreement.  In the event of any
foreclosure or similar enforcement action with respect to any of the
Collateral, the Collateral Agent shall be authorized to deduct all of the
Expenses reasonably incurred by the Collateral Agent from the proceeds of any
such sale, transfer or foreclosure.


 


(d)           The Collateral Agent
shall have no obligation whatsoever to the Lenders or to any other Person to
assure that the Collateral exists or is owned by Holdings, the Borrower or any
of their respective Subsidiaries or is cared for, protected or insured or that
the Liens granted to the Collateral Agent herein or in any other Credit
Document or pursuant hereto or thereto have been properly or sufficiently or
lawfully created, perfected, protected or enforced or are entitled to any
particular priority, or to exercise or to continue exercising at all or in any
manner or under any duty of care, disclosure or fidelity any of the rights,
authorities and powers granted or available to the Collateral Agent in this
Section 10.10 or in any of the Collateral Documents, it being understood
and agreed that in respect of the Collateral, or any act, omission or event
related thereto, the Collateral Agent may act in any manner it may deem
appropriate, in its sole discretion, given the Collateral Agent’s own interest
in the Collateral as one of the Lenders and that the Collateral Agent shall
have no duty or liability whatsoever to the Lenders, except for its gross
negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and non-appealable decision).


 


10.11       Co-Collateral Agents; Separate
Collateral Agents.  (a)  If
at any time or times it shall be necessary or, in the judgment of the
Collateral Agent, desirable, then the Collateral Agent shall be entitled to
appoint one or more separate collateral agents, sub-collateral agents or
co-collateral agents, and in such case the Collateral Agent, the Borrower and
each of


 


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the other Credit Parties having
an interest in the Collateral with respect to which such separate or sub-collateral
agent or co-collateral agent is to act shall execute and deliver all
instruments and agreements necessary or proper to constitute another bank,
trust company or other entity, or one or more individuals approved by the
Collateral Agent, either to act as co-collateral agent or co-collat­eral agents
jointly with the Collateral Agent origin­ally named herein or any successor or
successors, or to act as a separate or sub-collateral agent or agents of the
Collateral Agent and the Secured Creditors in respect of any or all of the
Collateral.  If the Borrower and each of
the other Credit Parties having an interest in the Collateral with respect to
which such separate or sub-collateral agent or co-collateral agent is to act
shall not have joined in the execution of such instruments or agreements within
10 days after the receipt of a written request from the Collateral Agent so to
do, or if a Default or an Event of Default shall be continuing, the Collateral
Agent may act under the foregoing provisions of this Section 10.11 without
the concurrence of the Borrower or any other Credit Party, and the Borrower and
each of the other Credit Parties hereby irrevocably appoint the Collateral
Agent as their agent and attorney to act for them under the foregoing provisions
of this Section 10.11 in either of such con­tingencies.


 


(b)           Every separate or
sub-collateral agent (and all references herein to a “separate collateral
agent” shall be deemed to refer also to a “sub-collateral agent” or a
“collateral sub-agent”) and every co-collateral agent, other than any
collateral agent which may be appointed as successor to any Collateral Agent,
shall, to the extent permitted by applicable law, be appointed and act and be
such, subject to the following provisions and conditions, namely:


 


(i)            all rights,
remedies, powers, duties and obligations conferred upon, reserved to or imposed
upon the Collateral Agent hereunder shall be con­ferred, reserved or imposed
and exercised or performed by the Collateral Agent and such separate collateral
agent or separate collateral agents or co-collateral agent or co-collateral
agents, jointly or severally, as shall be provided in the instrument appointing
such separate collateral agent or separate collateral agents or co-collateral
agent or co-collateral agents, except to the extent that, under any law of any
jurisdiction in which any particular act or acts are to be performed, the
Collateral Agent shall be incompetent or unqualified to perform such act or
acts, in which event such rights, remedies, powers, duties and obligations
shall be exercised and performed by such separate collateral agent or separate
collateral agents or co-collateral agent or co-collateral agents;


 


(ii)           no power given
hereby to, or which it is provided hereby may be exercised by, any such
separate collateral agent or separate collateral agents or co-collateral agent
or co-collateral agents shall be exercised hereunder by such separate
collateral agent or separate collateral agents or co-collateral agent or co-collateral
agents except (subject to applicable law) jointly with, or with the consent or
at the direction in writing of, the Collateral Agent;


 


(iii)          all provisions of
this Credit Agreement and any relevant Collateral Document relating to the
Collateral Agent or to releases of Collateral shall apply to any such separate
collateral agent or separate collateral agents or co-collateral agent or co-collateral
agents;


 


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(iv)          no collateral agent
constituted under this Section 10.11 shall be personally liable by reason
of any act or omission of any other separate or co-collateral agent or the
Collateral Agent hereunder; and


 


(v)           the Collateral Agent
at any time by an instrument in writing, ex­ecuted by it, may accept the
resignation of any such separate collateral agent or co-collateral agent and
the Collateral Agent or the Required Lenders may individually or jointly remove
any such separate collateral agent or co-collateral agent, and in that case, by
an instrument in writing executed by the Collateral Agent or the Required
Lenders, as the case may be, and the Collateral Agent or the Required Lenders,
as the case may be, may appoint a successor to such separate collateral agent
or co-collateral agent, as the case may be, anything herein contained to the
contrary notwithstanding.  If the
Borrower and each of the other Credit Parties shall not have joined in the
execution of any such instrument within 10 days after the receipt of a written
request from the Collateral Agent so to do, or if a Default or an Event of
Default shall be continuing, the Collateral Agent shall have the power to
accept the resignation of or remove any such separate collateral agent or co-collateral
agent and to appoint a successor to such separate collateral agent or co-collateral
agent, as the case may be, and to execute any such instrument without the
concurrence of the Borrower or any other Credit Party, and the Borrower and
each of the other Credit Parties hereby irrevocably appoint the Collateral
Agent their agent and attorney to act for them in such connection in either of
such contingencies. If the Collateral Agent shall have appointed a separate
collateral agent or separate collateral agents or co-collateral agent or co-collateral
agents as above provided, the Collateral Agent may at any time, by an
instrument in writing, accept the resignation of or remove any such separate
collateral agent or co-collateral agent, the successor to any such separate
collateral agent or co-collateral agent to be appointed by the Borrower and
each of the other Credit Parties and the Collateral Agent, or by the Collateral
Agent alone, as hereinabove provided in this Section 10.11.


 


(c)           Without limiting the
foregoing, each of the parties to this Credit Agreement (and each other Credit
Party) hereby agrees to the appointment of each of DBTCA and BTCC, as
sub-collateral agent of the Collateral Agent, for the purposes set forth in
Section 10.15 of the U.S. Security Agreement.


 


10.12       Actions with Respect to Defaults.  In addition to the Administrative Agent’s
right to take actions on its own accord as permitted under this Credit
Agreement, the Administrative Agent shall take such action with respect to an
Event of Default as shall be directed by the Required Lenders; provided
that, (i) until the Administrative Agent shall have received such
directions, the Administrative Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Event of
Default as it shall deem advisable and in the best interests of the Lenders and
(ii) the Administrative Agent shall not be required to take any action as
shall be directed by the Required Lenders if doing so would be contrary to any
Credit Document or applicable law or would expose the Administrative Agent to
liability.


 


10.13       Delivery of Information.  No Agent shall be required to deliver to any
Lender originals or copies of any documents, instruments, notices,
communications or other


 


146





















 


information received by such
Agent from Holdings, the Borrower, any Subsidiary, the Required Lenders, any
Lender or any other Person under or in connection with this Credit Agreement or
any other Credit Document except (i) as specifically provided in this Credit
Agreement or any other Credit Document and (ii) as specifically requested from
time to time in writing by any Lender with respect to a specific document,
instrument, notice or other written communication received by and in the
possession of the Administrative Agent at the time of receipt of such request
and then only in accordance with such specific request.


 


10.14       The Syndication Agent and the
Co-Documentation Agents. 
Notwithstanding any other provision of this Credit Agreement or any
provision of any other Credit Document, the Syndication Agent and each
Co-Documentation Agent is named as such for recognition purposes only, and in
their respective capacities as such shall have no powers, rights, duties,
responsibilities or liabilities with respect to this Credit Agreement or the
other Credit Documents or the transactions contemplated hereby and
thereby.  Without limitation of the
foregoing, the Syndication Agent shall not, and none of the Co-Documentation
Agents shall, solely by reason of this Credit Agreement or any other Credit
Document, have any fiduciary relationship in respect of any Lender or any other
Person.


 


ARTICLE 11


 


Miscellaneous


 


11.1         Submission to Jurisdiction; Waivers.  Each of Holdings and the Borrower hereby
irrevocably and unconditionally:


 


(a)           submits for itself
and its property in any legal action or proceeding relating to this Credit
Agreement or any of the other Credit Documents to which it is a party, or for
recognition and enforcement of any judgment in respect thereof, to the non-exclusive
general jurisdiction of the courts of the State of New York located in the
County of New York, the Courts of the United States of America for the
Southern District of New York and appellate courts from any thereof;


 


(b)           consents that any
such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in
an inconvenient court and agrees not to plead or claim the same;


 


(c)           agrees that service
of process in any such action or proceeding may be effected by mailing a copy
thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to Holdings or the Borrower, as applicable, at its
address set forth in Section 11.5 or at such other address for such
Persons which the Administrative Agent shall have been notified pursuant
thereto;


 


(d)           agrees that nothing
herein shall affect the right to effect service of process in any other manner
permitted by law or shall limit the right to sue in any other jurisdiction;


 


(e)           to the extent
permitted by law, waives the right to assert any setoff, counterclaim or cross-claim
in respect of, and all statutes of limitations which may be relevant


 


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to, such action or proceeding (other than
compulsory counterclaims), provided that nothing in this clause (e)
shall preclude a separate action asserting any such claims; and


 


(f)            waives due
diligence, demand, presentment and protest and any notices thereof as well as
notice of nonpayment.


 


11.2         Waiver of Jury Trial.  EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO
A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS CREDIT AGREEMENT,
THE OTHER CREDIT DOCUMENTS OR ANY OTHER AGREEMENTS OR TRANSACTIONS RELATED
HERETO OR THERETO.


 


11.3         Governing Law.  THE
VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS CREDIT AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT
OF LAWS PROVISIONS).


 


11.4         Delays: Partial Exercise of Remedies.  No delay or omission of any Agent, the
Issuing Lender or the Lenders to exercise any right or remedy hereunder,
whether before or after the occurrence of any Event of Default, shall impair
any such right or shall operate as a waiver thereof or as a waiver of any such
Event of Default.  No single or partial
exercise by any Agent, the Issuing Lender or the Lenders of any right or remedy
shall preclude any other or further exercise thereof, or preclude any other
right or remedy.


 


11.5         Notices.  Except as otherwise expressly provided
herein, all notices and other communications provided for hereunder shall be in
writing (including telegraphic, telex, telecopier or cable communication) and
mailed, telegraphed, telexed, telecopied, cabled or delivered:  if to any Credit Party, at the address
specified opposite its signature below or in the other relevant Credit
Documents; if to any Lender, at its address specified on Schedule II; and if to
the Administrative Agent, at the address set forth in the definition of
“Payment Office” contained in this Credit Agreement; or, as to any Credit Party
or the Administrative Agent, at such other address as shall be designated by
such party in a written notice to the other parties hereto and, as to each
Lender, at such other address as shall be designated by such Lender in a
written notice to the Borrower and the Administrative Agent.  All such notices and commun­ications shall,
when mailed, telegraphed, telexed, telecopied, or cabled or sent by overnight
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
Administrative Agent or any Credit Party shall not be effective until received
by the Administrative Agent or such Credit Party.


 


11.6         Benefit of Agreement.  (a)  This Credit Agreement shall be
binding upon and inure to the benefit of and be enforceable by the parties
hereto and the respective successors and assigns of the parties hereto, provided
that neither Holdings nor the Borrower may assign or transfer any of its
interests or obligations hereunder, without the prior written consent of the
Lenders and provided  further, that the rights of each Lender to
transfer, assign or grant participations in its rights and/or obligations
hereunder shall be limited as set forth below in this Section 11.6, provided
that (i) nothing in this Section 11.6 shall prevent or prohibit any
Lender from pledging its rights under this Credit Agreement and/or its Loans
and/or Notes hereunder to


 


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a Federal Reserve Bank in
support of borrowings made by such Lender from such Federal Reserve Bank and
(ii) with prior notification to the Administrative Agent and the Borrower
(but without the consent of the Administrative Agent or the Borrower), any
Lender which is a fund may pledge all or any portion of its Loans and Notes to
its trustee or to a collateral agent providing credit or credit support to such
Lender in support of its obligations to its trustee or such collateral agent,
as the case may be.  No pledge pursuant
to the last proviso in the immediately preceding sentence shall release the
transferor Lender from any of its obligations hereunder.


 


(b)           Each Lender shall
have the right to transfer, assign or grant participations in all or any part
of its remaining rights and obligations hereunder on the basis set forth below
in this clause (b).


 


(A)          Assignments.  Each Lender may assign pursuant to an
Assignment and Assumption Agreement substantially in the form of Exhibit Q-1
hereto (an “Assignment and Assumption Agreement”) all or a portion of
its rights and obligations hereunder pursuant to this clause (b)(A) to
(x)(i) its parent company and/or any affiliate of such Lender which is at
least 50% owned by such Lender or its parent company, (ii) one or more
Lenders or (iii) any fund that invests in bank loans and is managed or
advised by the same investment advisor of a Lender or by an Affiliate of such
investment advisor or (y) one or more other Eligible Transferees (treating
any fund that invests in loans and any other fund that invests in loans and is
managed or advised by the same investment advisor of such fund or by an
Affiliate of such investment advisor as a single Eligible Transferee), provided
that any assignments of Revolving Credit Commitments pursuant to
clause (x) above shall require the consent of each Issuing Lender, which
consents shall not be unreasonably withheld or delayed; provided further
that any assignments pursuant to clause (y) above shall be not less than
$1,000,000 in the case of such Lender’s Term Loan or $5,000,000 in the case of
such Lender’s Revolving Credit Commitment (or, in each case, if less, the
entire amount of the assigning Lender’s Commitments and outstanding Loans at
such time), and shall require the consents of (i) the Administrative
Agent, (ii) in connection with any assignment of all or any portion of
Total Revolving Credit Commitments, each Issuing Lender and (iii) when no
Default under Section 9.1(a) or 9.1(e) then exists and no Event of Default
then exists, the Borrower, each of which consents shall not be unreasonably
withheld or delayed.  Any assignment to
another Lender pursuant to this clause (b)(A) will become effective upon
the payment to the Administrative Agent by either the assigning or the assignee
Lender of a nonrefundable assignment fee of $3,500 (provided that (i) no
such fee shall be payable in the event of assignments from any Lender to a fund
that invests in loans and is managed or advised by the same investment advisor
as such assigning Lender (or by an Affiliate of such investment advisor) and
(ii) contemporaneous assignments by a Lender to two or more Eligible
Transferees that are funds that invest in loans which are managed or advised by
the same investment advisor (or an Affiliate thereof) shall be treated as one
assignment for the purposes of the aforementioned assignment fee) and the
recording by the Administrative Agent of such assignment, and the resultant
effects thereof on the Loans and Commitments of the assigning Lender and the
assignee Lender, in a register maintained by the Administrative Agent as agent
of the Borrower for this purpose (the “Register”), the Administrative
Agent hereby agreeing to effect such recordation no later


 


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than five Business Days after its receipt of a written notification by
the assigning Lender and the assignee Lender of the proposed assignment.  Assignments pursuant to clause (b)(A)
will only be effective if the Administrative Agent shall have received a
written notice in the form of Exhibit Q-2 hereto from the assigning Lender and
the assignee.  No later than five
Business Days after its receipt of such written notice, the Administrative
Agent will record such assignment, and the resultant effects thereof on the
Loans and Commitments of the assigning Lender, in the Register, at which time
such assignment shall become effective. 
Notwithstanding the foregoing, the Administrative Agent may, but shall
not be required to, record any assignment in the Register on or after the date
on which any proposed amendment, modification or supplement in respect of this
Credit Agreement has been circulated to the Lenders for approval until the
earlier of (x) the effectiveness of such amendment, modification or
supplement in accordance with Section 11.10 or (y) 30 days following
the date on which such proposed amendment, modification or supplement was
circulated to the Lenders.  Upon the
effectiveness of any assignment pursuant to clause (b)(A)(y), (x) the
assignee will become a “Lender” for all purposes of this Credit Agreement and
the other Credit Documents with the Loans and a Commitment as so recorded by
the Administrative Agent in the Register, and to the extent of such assignment,
the assigning Lender shall be relieved of its obligations hereunder with
respect to the portion of its Commitment being assigned and (y) the
Borrower shall issue new Notes (in exchange for the Note or Notes of the
assigning Lender) to the assigning Lender (to the extent such Lender’s
Commitments and outstanding Loans are not reduced to zero as a result of such
assignment) and to the assignee Lender, in each case to the extent requested by
the assigning Lender or assignee Lender, as the case may be, to the extent
needed to reflect the revised Commitments and outstanding Loans of such
Lenders.  The Administrative Agent will
(x) notify the Issuing Lender with respect to outstanding Letters of
Credit within 5 Business Days of the effectiveness of any assignment hereunder
and (y) prepare on the last Business Day of each calendar quarter during
which an assignment has become effective pursuant to this clause (b)(A) a
new Schedule I giving effect to all such assignments effected during such
quarter and will promptly provide same to the Borrower and each of the
Lenders.  To the extent that an
assignment of all or any portion of a Lender’s rights and obligations hereunder
would, at the time of such assignment, result in increased payment obligations
under Section 2.9, 4.5 or 4.11 from those being charged by the respective
assigning Lender prior to such assignment, then the Borrower shall not be
obligated to pay such increased amounts (although the Borrower shall be
obligated to pay any other increased amounts of the type described above
resulting from changes after the date of the respective assignment).  The Borrower agrees to indemnify the
Administrative Agent from and against any and all losses, claims, damages and
liabilities of whatsoever nature which may be imposed on, asserted against or
incurred by the Administrative Agent in performing its duties under this
Section 11.6 other than those resulting from the Administrative Agent’s
willful misconduct or gross negligence (as determined by a court of competent
jurisdiction in a final and unappealable decision).  The Register shall be available for
inspection by the Borrower and any Lender at any reasonable time during normal
business hours of the Administrative Agent upon reasonable prior notice.


 


(B)           Participations.  Each Lender may transfer, grant or assign
participations in all or any part of such Lender’s interests and obligations
hereunder pursuant to this


 


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clause (b)(B) to any Eligible Transferee, provided that
(i) such Lender shall remain a “Lender” for all purposes of this Credit
Agreement and the transferee of such participation shall not constitute a
Lender hereunder, (ii) no participant under any such participation shall
have rights to approve any amendment to or waiver of this Credit Agreement or
any other Credit Document except to the extent such amendment or waiver would
(x) extend the final scheduled maturity of any of the Loans or the
Commitments in which such participant is participating (it being understood
that a waiver of a mandatory reduction in the Total Commitments or the waiver
of the application of any prepayment to the Loans shall not constitute the
extension of the final scheduled maturity of any Loan or Commitment),
(y) reduce the interest rate (other than as a result of waiving the
applicability of any post-default increases in interest rates) or Fees or
postpone the payment or reduce the amount thereof or (z) release all or
substantially all of the Collateral (except as expressly provided in the Credit
Documents) and (iii) the Borrower, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Credit
Agreement.  In the case of any such
participation, the participant shall not have any rights under this Credit
Agreement or any of the other Credit Documents (the participant’s rights
against the granting Lender in respect of such participation to be those set
forth in the agreement with such Lender creating such participation) and all
amounts payable by the Borrower hereunder shall be determined as if such Lender
had not sold such participation, provided that such participant shall be
entitled to receive additional amounts under Sections 2.9 (to the extent
that such participant complies with such Section, including clause (b) thereof,
as if it were a Lender), 2.10, 4.5 and 4.11 on the same basis as if it were a
Lender to the extent that the Lender granting such participation would be
entitled to such benefit if the participation had not been made.  In addition, each agreement creating any
participation must include an agreement by the participant to be bound by the
provisions of Section 11.7 of this Credit Agreement.


 


(c)           Notwithstanding any
other provisions of this Section 11.6, no transfer or assignment of the
interests or obligations of any Lender hereunder or any grant of participations
therein shall be permitted if such transfer, assignment or grant would require
the Borrower to file a registration statement with the SEC or to qualify the
Loans under the “Blue Sky” laws of any State.


 


(d)           (I) If any
Lender becomes a Defaulting Lender, (II) upon the occurrence of any event
giving rise to the operation of Section 2.9, 4.3(c)(ii) or 4.11 with
respect to such Lender (and not other Lenders generally) or (III) in the
case of a refusal by a Lender to consent to certain proposed changes, waivers,
discharges or terminations with respect to this Agreement which have been
approved by the Required Lenders as (and to the extent) provided in
Section 11.10(a), the Borrower shall have the right, with the consents of
the Administrative Agent and each Issuing Lender (which consents shall not be
unreasonably withheld), if no Default or Event of Default then exists to
replace such Lender (the “Replaced Lender”), either in whole or, if such
Lender is both a Revolving Credit Lender and a Term Loan Lender, with respect
to its Revolving Credit Commitment (and related Obligations) only or its Term
Loan Outstandings only, in each case at the option of the Borrower, with one or
more Eligible Transferees (collectively, the “Replacement Lender”), provided
that (i) at the time of any replacement pursuant to this
Section 11.6(d), the Replacement Lender shall enter into one or


 


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more Assignment and Assumption Agreements
pursuant to Section 11.6(b)(A) (and with all fees payable pursuant to said
Section 11.6(b)(A) to be paid by the Replacement Lender) pursuant to which
the Replacement Lender shall acquire (x) the Revolving Credit Commitment
and related outstanding Revolving Loans of, and participations in Letters of
Credit by, the Replaced Lender, in instances where a Revolving Credit Lender is
being replaced, and (y) the outstanding Term Loans of the Replaced Lender,
in instances where a Term Loan Lender is being replaced and, in each case in
connection therewith, shall pay to (x) the Replaced Lender in respect
thereof an amount equal to the sum of (A) an amount equal to the principal
of, and all accrued interest on, all outstanding Loans of the Replaced Lender
(or the Revolving Loans or Term Loans, as the case may be, of the Replaced
Lender if only such Loans are being acquired pursuant to the respective
replacement), (B) in the case of any replacement of a Revolving Credit
Lender, an amount equal to all drawings under Letters of Credit that have been
funded by (and not reimbursed to) such Replaced Lender, together with all then
unpaid interest with respect thereto at such time, (C) an amount equal to
the increased costs incurred by the Borrower and owing to the Replaced Lender
(or, if the respective Replaced Lender is both a Revolving Credit Lender and a
Term Loan Lender, and is only being replaced with respect to a single such
Tranche, the respective increased costs owing with respect thereto) pursuant to
Sections 2.9 and 4.11 and (D) an amount equal to all accrued, but
theretofore unpaid, Fees owing to the Replaced Lender (or, if the respective
Replaced Lender is both a Revolving Credit Lender and a Term Loan Lender, and
is only being replaced with respect to a single such Tranche, the Fees owing
with respect to such Tranche) pursuant to Article 4 and (y) in the
case of any replacement of a Revolving Credit Lender, the Issuing Lender the
amount of all unreimbursed drawings under Letters of Credit attributable to
such Replaced Lender and (ii) all obligations of the Borrower owing to the
Replaced Lender (other than (x) those specifically described in
clause (i) above in respect of which the assignment purchase price has
been, or is concurrently being, paid and (y) if the respective Replaced
Lender is both a Revolving Credit Lender and a Term Loan Lender and is only
being replaced with respect to a single such Tranche, obligations relating to
the Tranche with respect to which such Lender is not being replaced) shall be
paid in full by the Borrower to such Replaced Lender concurrently with such
replacement.  Upon the execution of the
respective Assignment and Assumption Agreements and the payment of amounts
referred to in clauses (i) and (ii) above the Replacement Lender shall
become a Lender hereunder and the Replaced Lender shall cease to constitute a
Lender hereunder (unless such Lender was both a Revolving Credit Lender and a
Term Loan Lender hereunder, and was only replaced with respect to a single such
Tranche), except with respect to indemnification provisions under this Credit
Agreement, which shall survive as to such Replaced Lender.  In no event may the Borrower replace a Lender
which is also an Issuing Lender or whose Affiliate is an Issuing Lender or
replace any such Lender as a Revolving Credit Lender unless (x) all Letters of
Credit issued by such Lender and its Affiliates have expired or have been
terminated or canceled and such Lender and/or Affiliate, as the case may be,
shall have been reimbursed for all payments made by it under the Letters of
Credit issued by it or (y) such Lender and/or Affiliate, as the case may be,
shall have been indemnified in a manner satisfactory to it for any outstanding
Letters of Credit issued by it and other obligations, absolute or contingent, with
respect to Letters of Credit issued by it.


 


(e)           Each Lender party to
this Credit Agreement on the Effective Date hereby represents, and each Person
that becomes a Lender pursuant to an assignment permitted by the preceding
clause (b)(A) will upon its becoming party to this Credit Agreement
represent, that it is an Eligible Transferee which makes or acquires loans in
the ordinary course of its business and


 


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that it will make or acquire the Loans for its
own account in the ordinary course of such business, provided that
subject to the preceding clauses (a) through (d), the disposition of any
promissory notes or other evidences of or interests in Indebtedness held by
such Lender shall at all times be within its exclusive control.


 


11.7         Confidentiality.  Subject to Section 11.6, the Lenders
shall hold all non-public information obtained pursuant to the requirements of
this Credit Agreement which has been identified as such by Holdings or the
Borrower in accordance with such Lenders’ customary procedure for handling
confidential information of this nature and in accordance with safe and sound
banking practices and in any event may make disclosure to its Affiliates,
employees, auditors, advisors, or counsel in connection with the evaluation or
administration of the Loans or as reasonably required by any bona  fide
actual or potential transferee or participant in connection with the
contemplated transfer of any Loans or participation therein, or by any direct
or indirect contractual counterparty in swap agreements or such contractual
counterparty’s professional advisor (so long as such transferee or participant,
or such contractual counterparty or professional advisor, as the case may be,
agrees to be bound by the provisions of this Section 11.7), or as required
in connection with the exercise of remedies under any of the Credit Documents,
or as required in connection with any litigation or proceeding (including,
without limitation, bankruptcy proceeding) to which any Lender or any of its
Affiliates may be a party, or as required or requested by any governmental
agency or representative thereof or pursuant to legal process, provided
that, unless specifically prohibited by applicable law or court order, each
Lender shall use its reasonable best efforts (in accordance with customary
banking procedures) to notify Holdings or the Borrower of any disclosure in
connection with any litigation or proceeding, other than any litigation or
proceeding against any Credit Party, or any request by any governmental agency
or representative thereof (other than any such request in connection with an
examination of the financial condition of such Lender by such governmental
agency) for disclosure of any such non-public information prior to disclosure
of such information, and provided  further, that in no event shall
any Lender be obligated or required to return any materials furnished by
Holdings, the Borrower, any of their respective Subsidiaries or any Equity
Investor.


 


11.8         Indemnification.  (a)  Each of Holdings and the
Borrower shall, jointly and severally, and hereby agrees to jointly and
severally, indemnify, defend and hold harmless each Agent, the Issuing Lender
and each of the Lenders and their respective Affiliates, directors, officers,
agents and employees (the “Indemnitees”) from and against (x) any
and all losses, claims, damages, Taxes, liabilities or expenses incurred by any
of them (except to the extent that it is finally judicially determined to have
resulted from the gross negligence or willful misconduct of the respective
Indemnitee (as determined by a court of competent jurisdiction in a final and
unappealable decision)) arising out of or by reason of any litigations,
investigations, claims or proceedings which arise out of or are in any way
related to (i) this Credit Agreement, any of the other Credit Documents or
any of the transactions contemplated hereby or thereby, (ii) the issuance
of Letters of Credit, (iii) any actual or proposed use by the Borrower of
the proceeds of any Loans or (iv) the Agents’ or the Lenders’ entering
into this Credit Agreement, any of the other Credit Documents or any other
agreements and documents relating hereto, including, without limitation,
amounts paid in any settlement agreed to by Holdings or the Borrower, court
costs and the reasonable fees and disbursements of counsel incurred in
connection with any such litigation, investigation, claim or proceeding or any
advice rendered in


 


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connection with any of the
foregoing (whether or not such lender is a party thereto) and (y) any such
losses, claims (including Environmental Claims), damages, liabilities,
deficiencies, judgments, fees and disbursements (including reasonable
attorneys’ and consultants’ fees and disbursements) or expenses incurred in
connection with any removal, remedial or other action under any Environmental
Laws taken by the Borrower, any of its Subsidiaries or any of the Lenders
(except to the extent resulting from the gross negligence or willful misconduct
of the respective Indemnitee (as determined by a court of competent
jurisdiction in a final and unappealable decision)) or in connection with
compliance by Holdings, the Borrower or any of their respective Subsidiaries, or
any of their respective properties, with any Environmental Laws or in
connection with the actual or alleged presence of Hazardous Materials on any
property of the Borrower or any of its Subsidiaries.


 


(b)           If and to the extent
that any of the Obligations of either Holdings or the Borrower under this
Section 11.8 are unenforceable for any reason, each of Holdings and the
Borrower hereby agrees to make the maximum contribution to the payment and
satisfaction of such Obligations which is permissible under applicable
law.  Each of Holdings’ and the
Borrower’s Obligations hereunder shall survive any termination of this Credit
Agreement and the other Credit Documents and the payment in full of the
Obligations, and are in addition to, and not in substitution of, any other of
their Obligations set forth in this Credit Agreement.


 


(c)           In addition, each of
Holdings and the Borrower shall, upon demand, pay to each Agent and any Lender
all costs and expenses (including the reasonable fees and disbursements of
counsel and other professionals) paid or incurred by such Agent or such Lender
in (i) enforcing or defending its rights under or in respect of this
Credit Agreement, the other Credit Documents or any other document or
instrument now or hereafter executed and delivered in connection herewith,
(ii) in collecting the Loans, (iii) in foreclosing or otherwise
collecting upon the Collateral or any part thereof and (iv) obtaining any
legal, accounting or other advice in connection with any of the foregoing.


 


11.9         Entire Agreement; Successors and
Assigns.  This Credit Agreement and
the other Credit Documents constitute the entire agreement among Holdings, the
Borrower, the Administrative Agent and the Lenders, and supersedes any prior
agreements among them (other than the Fee Letter, which remains in effect), and
shall bind and benefit Holdings, the Borrower, the Administrative Agent and the
Lenders and their respective successors and permitted assigns.


 


11.10       Amendment or Waiver.  (a)  Subject to the provisions of
following clause (c), neither this Credit Agreement nor any other Credit
Document nor any terms hereof or thereof may be changed, waived, discharged or
termi­nated unless such change, waiver, discharge or termination is in writing
signed by the respec­tive Credit Parties party hereto or thereto and the
Required Lenders, provided that no such change, waiver, dis­charge or
termination shall, without the consent of each Lender (other than a Defaulting
Lender) (with Obligations owed to such Lender being directly affected in the
case of following clause (i)), (i) extend the final scheduled
maturity of any Loan or Note (it being understood that any waiver of the
application of any prepayment or the method of application of any prepayment to
the Loans or Notes or any mandatory reduction to the commitments shall not
constitute an extension of the final maturity date of such Loan or Note) or
extend the stated expiration date of any Letter of Credit beyond the Maturity
Date, or reduce the rate or extend the time of pay­ment of interest on any Loan
or Note


 


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or of Fees (except in
connection with the waiver of applicability of any post-default increase in
interest rates), or reduce the principal amount of any Loan or Note (it being
understood that any amendment or modification to the financial defini­tions in
this Credit Agreement, other than any amendment or modification to the amounts
or percentages in the pricing grid or the level of the Consolidated Leverage
Ratio, in either instance, contained in the Applicable Margin definition, or to
Section 1.2 shall not constitute a reduction in the rate of interest or
Fees for the purposes of this clause (i)), (ii) release all or
substantially all of the Collateral (except as expressly provided in the Credit
Documents), (iii) amend, modify or waive any provision of this
Section 11.10 (except for technical amendments with respect to additional
extensions of credit permitted in this Credit Agreement which afford the
protections to such additional extensions of credit of the type provided to the
Term Loans and the Revolving Credit Commitments on the Effective Date),
(iv) reduce the respective percentage specified in the definition of
Required Lenders or Aggregate Supermajority Lenders (it being understood that,
with the consent of the Required Lenders, additional extensions of credit
pursuant to this Credit Agreement may be included in the determination of the
Required Lenders or the Aggregate Supermajority Lenders, as the case may be, on
sub­stantially the same basis as the extensions of Term Loans and Revolving
Credit Commitments are included on the Effective Date) or (v) consent to
the assignment or transfer by the Borrower of any of its rights and obligations
under this Credit Agreement; provided, further, that no such
change, waiver, dis­charge or termination shall (1) increase the
Commitments of any Lender over the amount thereof then in effect without the
consent of such Lender (it being understood that waivers or modifications of
conditions precedent, covenants, Defaults or Events of Default or of a
mandatory reduction in the Total Commitments shall not constitute an increase
of the Commitment of any Lender, and that an increase in the available portion
of any Commitment of any Lender shall not constitute an increase of the
Commitment of such Lender), (2) without the consent of the Issuing Lender,
amend, modify or waive any provision of Article 3 or alter its rights or
obli­ga­tions with respect to Letters of Credit, (3) with­out the consent of
Collateral Agent, amend, modify or waive any provision relating to the rights
or obligations of the Collateral Agent, (4) without the consent of the
Administrative Agent, amend, modify or waive any provision of Article 10
or any other provision as same relates to the rights or obligations of the
Administrative Agent, (5) without the consent of the Majority Lenders of
each Tranche which is being allocated a lesser prepayment, repayment or
commitment reduction as a result of the actions described below (or without the
consent of the Majority Lenders of each Tranche in the case of an amendment to
the definition of Majority Lenders), amend the definition of Majority Lenders
or alter the required application of any prepayments or repayments (or
commitment reductions), as between the various Tranches, pursuant to
Section 2.5 (although the Required Lenders may (i) waive in whole or
in part, any such prepayment, repayment or commitment reduction, so long as the
application as amongst the various Tranches of any such prepayment, repayment
or commitment reduction which is still required to be made is not altered and
(ii) agree to inclusion of additional extensions of credit made after the
Initial Borrowing Date (and not pursuant to commitments as in effect on the Initial
Borrowing Date) on substantially the same basis as other similar extensions of
credit, pursuant to Section 2.5), or (6) without the consent of the
Aggregate Supermajority Lenders (i) increase any percentage specified in
the definition of Adjusted Net Book Value Percentage or specified in
Section 2.2(a)(ii)(B), in any such case above the respective percentage
set forth in such definition or such Section, as the case may be, on the
Effective Date, (ii) increase the sum of the aggregate principal amount of
outstanding Term Loans plus the Total Revolving Credit Commitments to an


 


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amount in excess of
$800,000,000 or (iii) release any Subsidiary Guarantor from its respective
Subsidiaries Guaranty (except as expressly provided in Section 8.1(c) or
in the respective Subsidiaries Guaranty).


 


(b)           If, in connection
with any proposed change, waiver, discharge or termina­tion of any of the
provisions of this Credit Agreement as contemplated by clauses (i) through
(v), inclu­sive, of the first proviso to Section 11.10(a), the consent of
the Required Lenders is obtained but the consent of one or more of such other
Lenders whose consent is required is not obtained, then the Borrower shall have
the right, so long as all non-consenting Lenders whose individual con­sent is
required are treated as described in either clauses (A) or (B) below, to
either (A) replace each such non-consenting Lender or Lenders with one or
more Replacement Lenders pursuant to Section 11.6(d) so long as at the
time of such replacement, each such Replacement Lender consents to the proposed
change, waiver, discharge or termination or (B) terminate such
non-consenting Lender’s Commitments and/or repay the respective Tranche or
Tranches of outstanding Loans of such Lender giving rise to such non-consenting
Lender’s right to consent to such proposed change, waiver, discharge or
termination, provided that, unless the Commitments that are terminated,
and Loans repaid, pursuant to preceding clause (B) are immediately
replaced in full at such time through the addition of new Lenders or the
increase of the Commitments and/or outstand­ing Loans of existing Lenders (who
in each case must specifi­cally consent thereto), then in the case of any
action pursuant to preceding clause (B) the Required Lenders (determined
after giving effect to the proposed action) shall specifically consent thereto,
provided further, that in any event the Borrower shall not have the
right to replace a Lender, terminate its Commitments or repay its Loans solely
as a result of the exercise of such Lender’s rights (and the withholding of any
required consent by such Lender) pursuant to the second proviso to
Section 11.10(a).


 


(c)           Notwithstanding
anything to the contrary contained above in this Section 11.10,
(x) additional Subsidiaries may become parties to the various Credit
Documents as contemplated herein and therein (which shall not require the
approval of any other Credit Parties or Lenders) and (y) amendments and
modifications to the Collateral Documents in connection with the provision of
any Incremental Revolving Credit Commitments by Incremental Revolving Credit
Lenders may be made as contemplated in Section 2.1(e)(ii) (with the
consent of the Administrative Agent and/or the Collateral Agent, as
appropriate).


 


11.11       Nonliability of Administrative Agent,
Collateral Agent and Lenders.  The
relationship between Holdings, the Borrower and their respective Subsidiaries,
on the one hand, and the Lenders, the Administrative Agent and the Collateral
Agent, on the other hand, shall be solely that of debtors and creditors.  None of the Administrative Agent, the
Collateral Agent or any Lender shall have any fiduciary responsibilities to
Holdings, the Borrower, or any of their respective Subsidiaries.  None of the Administrative Agent, the
Collateral Agent or any Lender undertakes any responsibility to Holdings, the
Borrower, or any of their respective Subsidiaries to review or inform Holdings,
the Borrower, or any of their respective Subsidiaries of any matter in
connection with any phase of the business or operations of Holdings, the
Borrower, or any of their respective Subsidiaries.


 


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11.12       Independent Nature of Lenders’ Rights.  The amounts payable at any time hereunder to
each Lender under such Lender’s Note or Notes shall be a separate and
independent debt.


 


11.13       Counterparts.  This Credit Agreement may be executed in any
number of counterparts and by the different parties hereto in 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.


 


11.14       Effectiveness.  This Credit Agreement shall become effective
on the date (the “Effective Date”) on which (i) Holdings, the
Borrower, the Lenders and the Administrative Agent shall have signed a
counterpart hereof (whether the same or different counterparts) and shall have
delivered the same (including by way of facsimile transmission) to the Administrative
Agent and (ii) the conditions contained in Sections 5.1 and 5.2 are
met to the satisfaction of the Administrative Agent and the Required
Lenders.  Unless the Administrative Agent
has received actual notice from any Lender that the conditions contained in
Sections 5.1 and 5.2 have not been met, upon the satisfaction of the
condition described in clause (i) of the immediately preceding sentence
and upon the Administrative Agent’s good faith determination that the
conditions described in clause (ii) of the immediately preceding sentence
have been met, then the Effective Date shall have been deemed to have occurred,
regardless of any subsequent determination that one or more of the conditions
thereto had not been met.  The
Administrative Agent will give the Borrower and each Lender prompt written
notice of the occurrence of the Effective Date.


 


11.15       Headings Descriptive.  The headings of the several sections and
subsections of this Credit Agreement, and the Table of Contents, are inserted
for convenience only and shall not in any way affect the meaning or
construction of any provision of this Credit Agreement.


 


11.16       Maximum Rate.  Notwithstanding anything to the contrary
contained elsewhere in this Credit Agreement or in any other Credit Document,
the Borrower, the Administrative Agent and the Lenders hereby agree that all
agreements among them under this Credit Agreement and the other Credit
Documents, whether now existing or hereafter arising and whether written or
oral, are expressly limited so that in no contingency or event whatsoever shall
the amount paid, or agreed to be paid, to the Administrative Agent or any
Lender for the use, forbearance, or detention of the money loaned to the
Borrower and evidenced hereby or thereby or for the performance or payment of
any covenant or obligation contained herein or therein, exceed the Highest
Lawful Rate.  If due to any circumstance
whatsoever, fulfillment of any provisions of this Credit Agreement or any of
the other Credit Documents at the time performance of such provision shall be
due shall exceed the Highest Lawful Rate, then, automatically, the obligation
to be fulfilled shall be modified or reduced to the extent necessary to limit
such interest to the Highest Lawful Rate, and if from any such circumstance any
Lender should ever receive anything of value deemed interest by applicable law
which would exceed the Highest Lawful Rate, such excessive interest shall be
applied to the reduction of the principal amount then outstanding hereunder or
on account of any other then outstanding Obligations and not to the payment of
interest, or if such excessive interest exceeds the principal unpaid balance
then outstanding hereunder and such other then outstanding Obligations, such
excess shall be refunded to the Borrower. 
All sums paid or agreed to be paid to the Administrative Agent or any


 


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Lender for the use,
forbearance, or detention of the Obligations and other Indebtedness of the
Borrower to the Administrative Agent or any Lender shall, to the extent
permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full term of such Indebtedness until payment in full so that the
actual rate of interest on account of all such Indebtedness does not exceed the
Highest Lawful Rate throughout the entire term of such Indebtedness.  The terms and provisions of this
Section 11.16 shall control every other provision of this Credit Agreement
and all agreements among the Borrower, the Administrative Agent and the
Lenders.


 


11.17       Right of Setoff.  In addition to and not in limitation of all
rights of offset that any Lender or the Issuing Lender may have under
applicable law, each Lender and the Issuing Lender shall, upon the occurrence
of any Event of Default and whether or not such Lender or such Issuing Lender
has made any demand or the Obligations of any Credit Party are matured, have
the right, upon prior notice to Holdings or the Borrower, to appropriate and
apply to the payment of the Obligations of Holdings or the Borrower or any of
their respective Subsidiaries all deposits (general or special, time or demand,
provisional or final) then or thereafter held by and other Indebtedness or
property then or thereafter owing by such Lender or such Issuing Lender,
including, without limitation, any and all amounts in the Concentration Account
or the Disbursement Account. Each Lender or the Issuing Lender exercising such
rights shall notify the Administrative Agent thereof and any amount received as
a result of the exercise of such rights shall be reallocated among the Lenders
and the Issuing Lender as set forth in Section 2.10 hereof; provided,
however, that failure of the Borrower to receive such notice shall not
impair any Lender’s or the Issuing Lender’s rights hereunder.


 


11.18       Other Credit Documents.  The Lenders hereby authorize the Administra­tive
Agent and the Collateral Agent to enter into or otherwise become bound by the
various Credit Documents (or amendments thereto) attached as exhibits to this
Credit Agreement on their behalf.


 


11.19       Certain Provisions Regarding
Perfection of Security Interests. 
(a)  Notwithstanding anything to
the contrary contained in this Credit Agreement or any of the other Credit
Documents, the Lenders acknowledge and agree that, except to the extent that
further actions are required to be taken in accordance with the terms of
Section 7.13 of this Credit Agreement, (i) with respect to
Non-Certificated Units from time to time held by the Unit Subsidiary,
certificates of title have not been issued with respect thereto and,
accordingly, no notation of a security interest has been made under the titling
statutes of any State in connection therewith and (ii) with respect to
Units from time to time leased to customers, “fixture filings” will not be made
under the provisions of the UCC or the PPSA (or other applicable law) as in
effect in the relevant jurisdiction, both because of the administrative
difficulty of ascertaining whether any such Unit is or becomes a fixture and
the inability of the Borrower and its Subsidiaries to provide the relevant
information which would be required to make such filings.  Notwithstanding the penultimate sentence of
Section 7.13, if the Borrower or any of its Subsidiaries becomes aware
that a Certificate of Title is required to be issued with respect to any
Non-Certificated Unit under applicable law, the Borrower shall take all steps
as may be necessary so that a certificate of title is issued with respect
thereto, on which the security interest of the Collateral Agent is noted.  Furthermore, in the event the Administrative
Agent or the Required Lenders reasonably believes that Certificates of Title
may be required to be issued in connection with Non-Certificated Units located
in any jurisdiction, the Borrower shall promptly


 


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(and in any event within 30
days after its receipt of the respective request) following a request by the
Administrative Agent or the Required Lenders, cause special counsel or special
counsels designated by it (who shall be reasonably acceptable to the
Administrative Agent or the Required Lenders) to issue, with respect to the
laws of a requested jurisdiction or jurisdictions, an opinion in form
reasonably satisfactory to the Administrative Agent and the Required Lenders as
to whether Certificates of Title are required to be issued with respect to any
Non-Certificated Units under the laws of such jurisdiction or jurisdictions
and, whether based thereon or upon the advice of their own counsel, if at any
time the Administrative Agent or the Required Lenders inform the Borrower that
they in good faith believe that Certificates of Title are required to be issued
with respect to any Non-Certificated Unit under applicable law and further request
that the actions described in this sentence be taken, then the Borrower shall
take all steps as may be necessary so that, within 90 days from the date of the
respective request, a certificate of title is issued with respect thereto, on
which the security interest of the Collateral Agent is noted; provided
that unless an Event of Default has occurred and is continuing, the
Administrative Agent or the Required Lenders shall not, in any event, request
an opinion with respect to any one jurisdiction more than once in a calendar
year.  So long as Sections 7.18(a)
and 8.12 of this Credit Agreement are complied with, the provisions of this
Credit Agreement and the other Credit Documents shall be deemed modified to the
extent necessary to permit the foregoing (and so that no violation of this
Credit Agreement or the other Credit Documents exists or shall exist as a
result of the actions permitted to be taken (or not taken) in accordance with
the provisions of preceding clauses (i) and (ii) of the first sentence of
this Section 11.19 unless and until (and then to the extent) required to
be taken in accordance with the two preceding sentences) (including, without
limitation, all conditions precedent, representations, warranties, covenants
and other agreements herein and therein).


 


(b)           Automobiles and
Trucks.  The Borrower and its
Subsidiaries were not required to take steps necessary to perfect the security
interests purported to be created by the Security Agreements in automobiles and
trucks.  The Collateral Agent or the
Required Lenders at any time may, but shall not be required to, request that
the Borrower and/or of the Subsidiary Guarantors take any and all actions with
respect to such automobiles and/or trucks necessary to create a first priority
perfected lien of the Collateral Agent on any automobiles or trucks pledged
pursuant to the relevant Security Agreements.


 


(c)           All provisions of
this Credit Agreement and the other Credit Documents (including, without
limitation, all conditions precedent, representations, warranties, covenants
and other agreements herein and therein) shall be deemed modified to the extent
necessary to effect the provisions set forth in preceding clause (b) (and
to permit the taking of the actions to the extent required pursuant to such clause
rather than as otherwise provided in the Credit Documents); provided,
that (x) to the extent any representation and warranty would not be true
because such actions were not taken on the Effective Date, the respective
representation and warranty shall be required to be true and correct in all
material respects at the time the respective action is taken (or was required
to be taken) in accordance with clause (b) of this Section 11.19 and
(y) all representation and warranties relating to the Collateral Documents
shall be required to be true immediately after the actions required to be taken
by clause (b) of this Section 11.19 have been taken (or were required
to be taken).


 


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11.20       Limitation of Liability.  NO CLAIM MAY BE MADE BY ANY CREDIT PARTY, ANY
LENDER OR ANY OTHER PERSON PARTY HERETO AGAINST ANY AGENT, ANY LENDER OR THE
AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, COUNSEL, REPRESENTATIVES, AGENTS OR
ATTORNEYS-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR
PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER
THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED
BY THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT, OR ANY ACT, OMISSION OR
EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH PARTY HERETO WAIVES, RELEASES
AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED
AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.


 


11.21       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
Secured Creditor and in particular for all present and future holders of any
debenture or bond (the Secured Creditors and any such holders, collectively,
the “Secured Creditor Grantors”). 
Each Security 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 this Credit Agreement as contemplated in
Section 11.6(b)(A) 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.


 


11.22       PATRIOT Act Notice.  Each Lender and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies the Credit Parties that
pursuant to the requirements of the PATRIOT Act, such Lender and the
Administrative Agent are required to obtain, verify and record information that
identifies the Credit Parties, which information includes the name and address
of the Credit Parties and other information that will allow such Lender and the
Administrative Agent, as the case may be, to identify the Credit Parties in
accordance with the PATRIOT Act.


 


11.23       Amendment and Restatement.  (a) 
This Credit Agreement is an amendment and restatement of the Existing
Credit Agreement and does not constitute a novation of the Existing Credit
Agreement. All “Obligations” under the Existing Credit Agreement (to the extent
not paid on or prior to the Effective Date), and all security interests, Liens,
and collateral


 


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assignments granted to the
Administrative Agent (as defined in the Existing Credit Agreement) or the
Collateral Agent (as defined in the Existing Credit Agreement) under the
Existing Credit Agreement or any of the other “Credit Documents” defined
therein, hereby are renewed and continued in full force and effect, and
hereafter shall be governed by this Credit Agreement or, to the extent
appropriate, such other Credit Document as further amended or modified from
time to time.  All existing “Credit
Documents” previously executed in connection with the Existing Credit Agreement
shall continue in full force and effect, except to the extent such agreement is
amended, restated or replaced in connection with this Credit Agreement, and any
and all references therein to the Existing Credit Agreement (regardless of
terminology) shall refer to and mean this Credit Agreement.  Without limiting the foregoing, the Credit
Agreement Parties acknowledge and agree that any and all obligations of BofA,
DBTCA and the other lenders under the Existing Credit Agreement (by virtue of
the Bank Assignment Agreement or otherwise) are governed by the terms of this
Credit Agreement (as an amendment and restatement in its entirety of the
Existing Credit Agreement).


 


(b)           The Borrower and
Holdings acknowledge and agree that as of the close of business on June 27,
2005, the aggregate amount of Revolving Outstandings under and as defined in
the Existing Credit Agreement (excluding the undrawn amount of the Existing
Letters of Credit) is $141,770,606.13, and the aggregate amount of Term Loan
Outstandings under and as defined in the Existing Credit Agreement is
$205,776,241.50.  As of the date hereof,
none of the Credit Parties or any of their respective Affiliates has offset
rights, counterclaims or defenses of any kind against any of their obligations,
indebtedness or liabilities under the Existing Credit Agreement.  As of the date hereof immediately prior to
the amendment and restatement of the Existing Credit Agreement contemplated
herein, there exists no Default or Event of Default under and as defined in the
Existing Credit Agreement.


 


ARTICLE 12


 


Holdings Secured Guaranty


 


12.1         The Holdings Secured Guaranty.  In order to induce the Agents, each Issuing
Lender and the Lenders to enter into this Credit Agreement and to extend credit
hereunder, and to induce the other Guaranteed Creditors to enter into Hedge
Agreements, and in recognition of the direct benefits to be received by
Holdings from the proceeds of the Loans, the issuance of the Letters of Credit
and the entering into of such Hedge Agreements, Holdings hereby agrees with the
Guaranteed Creditors as follows:  Holdings
hereby unconditionally and irrevocably guarantees the full and prompt payment
when due, whether upon maturity, by acceleration or otherwise, of any and all
Obligations of the Borrower to the Guaranteed Creditors.  If any or all of the Obligations of the
Borrower to the Guaranteed Creditors becomes due and payable hereunder,
Holdings unconditionally promises to pay such Guaranteed Obligations to the
Guaranteed Creditors, or order, on demand, together with any and all reasonable
expenses which may be incurred by the Agents and the other Guaranteed Creditors
in collecting any of the Obligations. 
This guaranty constitutes a guaranty of payment and not of collection,
and applies to all Obligations of the Borrower arising in connection with this
Credit Agreement and the other Credit Documents, in each case, heretofore, now,
or hereafter made, incurred or created, whether voluntarily or involuntarily,
absolute or contingent, liquidated or unliquidated, determined or undetermined,
whether or not such Guaranteed Obligations are from


 


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time to time reduced, or
extinguished and thereafter increased or incurred, whether the Borrower may be
liable individually or jointly with others, whether or not recovery upon such
Guaranteed Obligations may be or hereafter become barred by any statute of
limitations, and whether or not such Guaranteed Obligations may be or hereafter
become otherwise unenforceable.


 


12.2         Bankruptcy.  Additionally, Holdings unconditionally and
irrevocably guarantees the payment of any and all Guaranteed Obligations of the
Borrower to the Guaranteed Creditors whether or not due or payable by the
Borrower upon the occurrence in respect of the Borrower of any of the events
specified in Section 9.1(e), and unconditionally and irrevocably promises
to pay all such Guaranteed Obligations to the Guaranteed Creditors, or order,
on demand, in lawful money of the United States.


 


12.3         Nature of Liability.  The liability of Holdings hereunder is
exclusive and independent of any security for or other guaranty of any of the
Guaranteed Obligations of the Borrower whether executed by Holdings, any other
guarantor or by any other party, and the liability of Holdings hereunder shall
not be affected or impaired by (a) any direction as to application of
payment by the Borrower or by any other party, or (b) any other continuing
or other guaranty, undertaking or maximum liability of a guarantor or of any
other party as to the Guaranteed Obligations of the Borrower, or (c) any
payment on or in reduction of any such other guaranty or undertaking, or
(d) any dissolution, termination or increase, decrease or change in
personnel by the Borrower, or (e) any payment made to any Guaranteed
Creditor on the Guaranteed Obligations which such Guaranteed Creditors repay to
the Borrower pursuant to court order in any bankruptcy, reorganization,
arrangement, moratorium or other debtor relief proceeding, and Holdings waives
any right to the deferral or modification of its obligations hereunder by
reason of any such proceeding.


 


12.4         Independent Obligation.  The obligations of Holdings hereunder are
independent of the obligations of any other guarantor or the Borrower, and a
separate action or actions may be brought and prosecuted against Holdings
whether or not action is brought against any other guarantor or the Borrower
and whether or not any other guarantor or the Borrower be joined in any such
action or actions.  Holdings waives, to
the fullest extent permitted by law, the benefit of any statute of limitations
affecting its liability hereunder or the enforcement thereof.  Any payment by the Borrower or other
circumstance which operates to toll any statute of limitations as to the
Borrower shall, to the fullest extent permitted by law, operate to toll the
statute of limitations as to Holdings.


 


12.5         Authorization.  Holdings authorizes each Guaranteed Creditor
without notice or demand (except as shall be required by applicable statute and
cannot be waived), and without affecting or impairing its liability hereunder,
from time to time to:


 


(a)           subject to the prior
agreement of the Borrower (to the extent required by the Credit Agreement),
change the manner, place or terms of payment of, and/or change or extend the
time of payment of, renew, increase, accelerate or alter, any of the Guaranteed
Obligations (including any increase or decrease in the rate of interest
thereon), any security therefor, or any liability incurred directly or
indirectly in respect thereof, and the Holdings Secured Guaranty herein made
shall apply to the Guaranteed Obligations as so changed, extended, renewed or
altered;


 


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(b)           take and hold
security for the payment of any of the Guaranteed Obligations and sell,
exchange, release, surrender, realize upon or otherwise deal with in any manner
and in any order any property by whomsoever at any time pledged or mortgaged to
secure, or howsoever securing, any of the Guaranteed Obligations or any
liabilities (including any of those hereunder) incurred directly or indirectly
in respect thereof or hereof, and/or any offset thereagainst;


 


(c)           exercise or refrain
from exercising any rights against the Borrower or others or otherwise act or
refrain from acting;


 


(d)           release or
substitute any one or more endorsers, guarantors, the Borrower or other
obligors;


 


(e)           settle or compromise
any of the Guaranteed Obligations, any security therefor or any liability
(including any of those hereunder) incurred directly or indirectly in respect
thereof or hereof, and may subordinate the payment of all or any part thereof
to the payment of any liability (whether due or not) of the Borrower to its
creditors other than the Guaranteed Creditors;


 


(f)            apply any sums by
whomsoever paid or howsoever realized to any liability or liabilities of the Borrower
to the Guaranteed Creditors regardless of what liability or liabilities of
Holdings or the Borrower remain unpaid; and/or


 


(g)           consent to or waive
any breach of, or any act, omission or default under, this Credit Agreement or
any of the instruments or agreements referred to herein, or, with the agreement
of the Borrower, amend, modify or supplement this Credit Agreement or any of
such other instruments or agreements.


 


12.6         Reliance.  It is not necessary for any Guaranteed
Creditor to inquire into the capacity or powers of the Borrower or its
Subsidiaries or the officers, directors, partners or agents acting or
purporting to act on its behalf, and any Guaranteed Obligations made or created
in reliance upon the professed exercise of such powers shall be guaranteed
hereunder.


 


12.7         Subordination.  Any obligations of the Borrower now or
hereafter owing to Holdings are hereby subordinated in right of payment to the
Guaranteed Obligations of the Borrower owing to the Guaranteed Creditors; provided
that payment may be made by the Borrower on any such obligations owing to
Holdings so long as the same is not prohibited by this Credit Agreement; and provided
further, that if the Administrative Agent so requests at a time when an
Event of Default exists, all such obligations of the Borrower to Holdings shall
be collected, enforced and received by Holdings as trustee for the Guaranteed
Creditors and be paid over to the Guaranteed Creditors on account of the
Guaranteed Obligations of the Borrower to the Guaranteed Creditors, but without
affecting or impairing in any manner the liability of Holdings under the other
provisions of this Holdings Secured Guaranty. 
Prior to the transfer by Holdings of any note or negotiable instrument
evidencing any obligations of the Borrower to Holdings, Holdings shall mark
such note or negotiable instrument with a legend that the same is subject to
this subordination.  Holdings hereby
agrees with the Guaranteed Creditors that it will not exercise any claim or
right of subrogation which it may at any time otherwise have as a result


 


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of this Holdings Secured
Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or
otherwise) until all Guaranteed Obligations have been irrevocably paid in full.


 


12.8         Waiver.  (a)  Holdings waives any right
(except as shall be required by applicable statute and cannot be waived) to
require any Guaranteed Creditor to (i) proceed against the Borrower, any
other guarantor or any other party, (ii) proceed against or exhaust any
security held from the Borrower, any other guarantor or any other party or
(iii) pursue any other remedy in any such Guaranteed Creditor’s power
whatsoever.  Holdings waives any defense
based on or arising out of any defense of the Borrower, any other guarantor or
any other party other than payment in full of the Guaranteed Obligations,
including, without limitation, any defense based on or arising out of the
disability of the Borrower, any other guarantor or any other party, or the
unenforceability of the Guaranteed Obligations or any part thereof from any
cause, or the cessation from any cause of the liability of the Borrower other
than payment in full of the Guaranteed Obligations.  Subject to the terms of the Credit Documents,
any of the Guaranteed Creditors may, at its or their election, foreclose on any
security held by any Agent, any Issuing Lender, the Collateral Agent or any
other Guaranteed Creditor by one or more judicial or nonjudicial sales, whether
or not every aspect of any such sale is commercially reasonable (to the extent
such sale is permitted by applicable law), or exercise any other right or
remedy any of the Guaranteed Creditors may have against the Borrower or any
other party, or any security, without affecting or impairing in any way the
liability of Holdings hereunder except to the extent the Guaranteed Obligations
have been paid.  Holdings waives, to the
fullest extent permitted by law, any defense arising out of any such election
by any of the Guaranteed Creditors, even though such election operates to
impair or extinguish any right of reimbursement or subrogation or other right
or remedy of Holdings against the Borrower or any other party or any security.


 


(b)           Holdings waives all
presentments, demands for performance, protests and notices, including without
limitation notices of nonperformance, notices of protest, notices of dishonor,
notices of acceptance of this Holdings Secured Guaranty, and notices of the
existence, creation or incurring of new or additional Guaranteed
Obligations.  Holdings assumes all
responsibility for being and keeping itself informed of the Borrower’s
financial condition and assets, and of all other circumstances bearing upon the
risk of nonpayment of the Guaranteed Obligations and the nature, scope and
extent of the risks which Holdings assumes and incurs hereunder, and agrees
that no Guaranteed Creditor shall have any duty to advise Holdings of
information known to them regarding such circumstances or risks.


 


12.9         Limitation on Enforcement.  The Guaranteed Creditors agree that this
Holdings Secured Guaranty may be enforced only by the action of the
Administrative Agent, in each case acting upon the instructions of the Required
Lenders, and that no other Guaranteed Creditor shall have any right
individually to seek to enforce or to enforce this Holdings Secured Guaranty,
it being understood and agreed that such rights and remedies may be exercised
by the Administrative Agent for the benefit of the Guaranteed Creditors upon
the terms of this Credit Agreement.  The
Guaranteed Creditors further agree that this Holdings Secured Guaranty may not
be enforced against any Affiliate, director, officer, employee or stockholder
of Holdings.


 


*              *              *


 


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IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Credit Agreement as of the date
first above written.


 


 


	
  Address:

  	
   

  
	
  8211 Town Center Drive

  	
  WILLIAMS SCOTSMAN INTERNATIONAL,

  
	
  Baltimore, Maryland 21236

  	
  INC. (f/k/a Scotsman Holdings, Inc.)

  
	
  Attention: John Ross

  	
   

  
	
  Telephone: (410) 931-6000

  	
   

  
	
  Facsimile: (410) 931-6117

  	
  By:

  	
  /s/ Robert C. Singer

  
	
   

  	
  Title: Executive Vice President and Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  WILLIAMS SCOTSMAN, INC.

  
	
  8211 Town Center Drive

  	
   

  
	
  Baltimore, Maryland 21236

  	
   

  
	
  Attention: John Ross

  	
  By:

  	
  /s/ Robert C. Singer

  
	
  Telephone: (410) 931-6000

  	
  Title: Executive Vice President and Chief
  Financial Officer

  
	
  Facsimile: (410) 931-6117

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin W. Corcoran

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  AMERICAS, Individually and as Syndication

  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark E. Funk

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank Fazio

  
	
   

  	
  Title: Director

  



 





















 


	
   

  	
  CITICORP USA, INC., Individually and as Co-Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sebastien Delasnerie

  	
   

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, N.A., Individually and as Co-Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Reginald Goldsmith

  	
   

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LEHMAN COMMERCIAL PAPER INC., Individually and as Co-Documentation
  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ritnam Bhalla

  	
   

  
	
   

  	
  Title: Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James O'Connell

  	
   

  
	
   

  	
  Title: Associate

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE CIT GROUP/BUSINESS CREDIT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Julianne Low

  	
   

  
	
   

  	
  Title: Assistant Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GMAC COMMERCIAL FINANCE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert McIntyre

  	
   

  
	
   

  	
  Title: Director

  



 





















 


	
   

  	
  MERRILL LYNCH CAPITAL, a division of

  
	
   

  	
  Merrill Lynch Business Financial Services Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Holston

  	
   

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GE CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Wafa Shalabi

  	
   

  
	
   

  	
  Title: Duly Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marc H. Lauri

  	
   

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NATIONAL CITY BUSINESS CREDIT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jason
  Hanes

  	
   

  
	
   

  	
  Title: Senior Associate

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HSBC BUSINESS CREDIT (USA) INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dan Bueno

  	
   

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PNC BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James P. Sierakowski

  	
   

  
	
   

  	
  Title: Vice President

  
					



 





















 


	
   

  	
  LASALLE BUSINESS CREDIT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Wayne D. Hillock

  	
   

  
	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TEXTRON FINANCIAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ralph J. Infante

  	
   

  
	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIEMENS FINANCIAL SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank Amodio

  	
   

  
	
   

  	
  Title: Vice President—Credit

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UPS CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Tobin

  	
   

  
	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUNTRUST BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Benjamin Emmons

  	
   

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WEBSTER BUSINESS CREDIT

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gordon Massave

  	
   

  
	
   

  	
  Title: Assistant Vice President

  



 





















 


	
   

  	
  SANDY SPRING BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roy S. Lewis

  	
   

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CIBC, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan Rabinowitz

  	
   

  
	
   

  	
  Title: Executive Director CIBC World
  Markets Corp. as Agent

  
	
   

  	
   

  
	
   

  	
   

  



 





















 


	
   

  	
  FIRST DOMINION FUNDING I

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David H. Lerner

  	
   

  
	
   

  	
  Title: Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FIRST DOMINION FUNDING II

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David H. Lerner

  	
   

  
	
   

  	
  Title: Authorized Signatory

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FIRST DOMINION FUNDING III

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David H. Lerner

  	
   

  
	
   

  	
  Title: Authorized Signatory

  



 





















 


SCHEDULE I


 


LENDER COMMITMENTS

AND TERM LOAN OUTSTANDINGS


 


	
  Lender

  	
   

  	
  Revolving Credit

  Commitment

  	
   

  	
  Term Loan

  Outstanding

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bank of America, N. A.

  	
   

  	
  $

  	
  70,000,000

  	
   

  	
  $

  	
  136,420,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deutsche Bank Trust Company Americas

  	
   

  	
  $

  	
  35,000,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wachovia Bank, N.A.

  	
   

  	
  $

  	
  34,250,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The CIT Group/Business Credit, Inc.

  	
   

  	
  $

  	
  33,500,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GMAC Commercial Finance LLC

  	
   

  	
  $

  	
  33,500,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Merrill Lynch Capital, a division of Merrill Lynch
  Business Financial Services Inc.

  	
   

  	
  $

  	
  27,500,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GE Capital Corporation

  	
   

  	
  $

  	
  27,500,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JPMorgan Chase Bank, N.A.

  	
   

  	
  $

  	
  27,500,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  National City Business Credit, Inc.

  	
   

  	
  $

  	
  24,000,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HSBC Business Credit (USA) Inc.

  	
   

  	
  $

  	
  20,000,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wells Fargo Bank, N.A.

  	
   

  	
  $

  	
  19,250,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PNC Bank, National Association

  	
   

  	
  $

  	
  19,000,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LaSalle Business Credit, LLC

  	
   

  	
  $

  	
  19,000,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Textron Financial Corporation

  	
   

  	
  $

  	
  15,000,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Siemens Financial Services, Inc.

  	
   

  	
  $

  	
  15,000,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UPS Capital Corporation

  	
   

  	
  $

  	
  15,000,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SunTrust Bank

  	
   

  	
  $

  	
  15,000,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Citicorp USA, Inc.

  	
   

  	
  $

  	
  10,000,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lehman Commercial Paper Inc.

  	
   

  	
  $

  	
  10,000,000

  	
   

  	
   

  	
   

  
								



 





















 


Schedule I


Page 2


 


	
  Lender

  	
   

  	
  Revolving Credit

  Commitment

  	
   

  	
  Term Loan

  Outstanding

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Webster Business Credit Corporation

  	
   

  	
  $

  	
  10,000,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sandy Spring Bank

  	
   

  	
  $

  	
  10,000,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CIBC, Inc.

  	
   

  	
  $

  	
  10,000,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  First Dominion Funding I

  	
   

  	
   

  	
   

  	
  $

  	
  5,820,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  First Dominion Funding II

  	
   

  	
   

  	
   

  	
  $

  	
  3,880,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  First Dominion Funding III

  	
   

  	
   

  	
   

  	
  $

  	
  3,880,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  500,000,000

  	
   

  	
  $

  	
  150,000,000

  	
   

  



 





















 


SCHEDULE II


 


LENDER ADDRESSES


 


	
  Lender

  	
   

  	
  Address

  
	
   

  	
   

  	
   

  	
   

  
	
  Bank of America, N. A.

  	
   

  	
  335 Madison Avenue

  
	
   

  	
   

  	
  New York, NY 10017

  
	
   

  	
   

  	
  Attention:

  	
  Kevin Corcoran

  
	
   

  	
   

  	
  Telephone:

  	
  212-503-7632

  
	
   

  	
   

  	
  Facsimile:

  	
  212-503-7340

  
	
   

  	
   

  	
   

  	
   

  
	
  Deutsche Bank Trust Company Americas

  	
   

  	
  60 Wall Street

  
	
   

  	
   

  	
  2nd Floor

  
	
   

  	
   

  	
  New York, NY 10005

  
	
   

  	
   

  	
  Attention:

  	
  Steve Lapidus

  
	
   

  	
   

  	
  Telephone:

  	
  212-250-3419

  
	
   

  	
   

  	
  Facsimile:

  	
  212-797-4655

  
	
   

  	
   

  	
   

  	
   

  
	
  Wachovia Bank, N.A.

  	
   

  	
  1133 Avenue of the Americas

  
	
   

  	
   

  	
  New York, NY 10036

  
	
   

  	
   

  	
  Attention:

  	
  James O’Connell

  
	
   

  	
   

  	
  Telephone:

  	
  212-545-4435

  
	
   

  	
   

  	
  Facsimile:

  	
  212-545-4283

  
	
   

  	
   

  	
   

  	
   

  
	
  The CIT Group/Business Credit, Inc.

  	
   

  	
  1211 Avenue of the Americas

  
	
   

  	
   

  	
  22nd Floor

  
	
   

  	
   

  	
  New York, NY 10036

  
	
   

  	
   

  	
  Attention:

  	
  Julianne Low

  
	
   

  	
   

  	
  Telephone:

  	
  212-790-9105

  
	
   

  	
   

  	
  Facsimile:

  	
  212-536-1295

  
	
   

  	
   

  	
   

  	
   

  
	
  GMAC Commercial Finance LLC

  	
   

  	
  1290 Avenue of the Americas

  
	
   

  	
   

  	
  3rd Floor

  
	
   

  	
   

  	
  New York, NY 10104

  
	
   

  	
   

  	
  Attention:

  	
  Robert McIntyre

  
	
   

  	
   

  	
  Telephone:

  	
  212-884-7128

  
	
   

  	
   

  	
  Facsimile:

  	
  212-884-7692

  



 





















 


Schedule II


Page 2


 


	
  Merrill Lynch Capital, a division of Merrill Lynch
  Business Financial Services Inc.

  	
   

  	
  222 N. LaSalle

  
	
   

  	
  Chicago, IL 60601

  
	
   

  	
  Attention:

  	
  Andrew Sepe

  
	
   

  	
  Telephone:

  	
  212-236-1558

  
	
   

  	
  Facsimile:

  	
  212-236-0048

  
	
   

  	
   

  	
   

  	
   

  
	
  GE Capital Corporation

  	
   

  	
  201 Merritt 7

  
	
   

  	
   

  	
  P.O. Box 5201

  
	
   

  	
   

  	
  Norwalk, CT 06856-5201

  
	
   

  	
   

  	
  Attention:

  	
  Howard Weinberg

  
	
   

  	
   

  	
  Telephone:

  	
  203-956-4115

  
	
   

  	
   

  	
  Facsimile:

  	
  203-956-4240

  
	
   

  	
   

  	
   

  	
   

  
	
  JPMorgan Chase Bank, N.A.

  	
   

  	
  One Chase Square

  
	
   

  	
   

  	
  Floor 25

  
	
   

  	
   

  	
  Rochester, NY 14643

  
	
   

  	
   

  	
  Attention:

  	
  John Hariaczyi

  
	
   

  	
   

  	
  Telephone:

  	
  585-258-6903

  
	
   

  	
   

  	
  Facsimile:

  	
  585-258-7440

  
	
   

  	
   

  	
   

  	
   

  
	
  National City Business Credit, Inc.

  	
   

  	
  1965 East 6th Street

  
	
   

  	
   

  	
  Suite 400 Locator #3049

  
	
   

  	
   

  	
  Cleveland, OH 44114

  
	
   

  	
   

  	
  Attention:

  	
  Jason Hanes

  
	
   

  	
   

  	
  Telephone:

  	
  216-222-9508

  
	
   

  	
   

  	
  Facsimile:

  	
  216-222-9555

  
	
   

  	
   

  	
   

  	
   

  
	
  HSBC Business Credit (USA) Inc.

  	
   

  	
  452 Fifth Avenue

  
	
   

  	
   

  	
  5th Floor

  
	
   

  	
   

  	
  New York, NY 10018

  
	
   

  	
   

  	
  Attention:

  	
  Dan R. Bueno

  
	
   

  	
   

  	
  Telephone:

  	
  212-525-2518

  
	
   

  	
   

  	
  Facsimile:

  	
  212-525-2520

  
	
   

  	
   

  	
   

  	
   

  
	
  Wells Fargo Bank, N.A.

  	
   

  	
  1445 Ross Drive

  
	
   

  	
   

  	
  Suite 4560, 45th
  Floor

  
	
   

  	
   

  	
  Dallas, TX 75202

  
	
   

  	
   

  	
  Attention:

  	
  Reginald Goldsmith

  
	
   

  	
   

  	
  Telephone:

  	
  214-721-6413

  
	
   

  	
   

  	
  Facsimile:

  	
  214-721-6422

  
	
   

  	
   

  	
   

  	
   

  
	
  PNC Bank, National Association

  	
   

  	
  100 West Road

  
	
   

  	
   

  	
  Suite 319

  
	
   

  	
   

  	
  Towson, MD 21204

  
	
   

  	
   

  	
  Attention:

  	
  James P. Sierakowski

  
	
   

  	
   

  	
  Telephone:

  	
  410-832-7554

  
	
   

  	
   

  	
  Facsimile:

  	
  410-825-6257

  



 





















 


Schedule II


Page 3


 


	
  LaSalle Business Credit, LLC

  	
   

  	
  135 S. LaSalle

  
	
   

  	
   

  	
  #425

  
	
   

  	
   

  	
  Chicago, IL 60603

  
	
   

  	
   

  	
  Attention:

  	
  Dan Laven

  
	
   

  	
   

  	
  Telephone:

  	
  312-904-6036

  
	
   

  	
   

  	
  Facsimile:

  	
  312-904-6450

  
	
   

  	
   

  	
   

  	
   

  
	
  Textron Financial Corporation

  	
   

  	
  11575 Great Oaks Way

  
	
   

  	
   

  	
  Suite 210

  
	
   

  	
   

  	
  Alpharetta, GA 36022

  
	
   

  	
   

  	
  Attention:

  	
  Ralph Infante

  
	
   

  	
   

  	
  Telephone:

  	
  770-360-1442

  
	
   

  	
   

  	
  Facsimile:

  	
  770-360-1672

  
	
   

  	
   

  	
   

  	
   

  
	
  Siemens Financial Services, Inc.

  	
   

  	
  170 Wood Avenue South

  
	
   

  	
   

  	
  Iselin, NJ 08830

  
	
   

  	
   

  	
  Attention:

  	
  Sharon Rooney

  
	
   

  	
   

  	
  Telephone:

  	
  732-590-6624

  
	
   

  	
   

  	
  Facsimile:

  	
  732-590-6648

  
	
   

  	
   

  	
   

  	
   

  
	
  UPS Capital Corporation

  	
   

  	
  35 Glenlake Parkway

  
	
   

  	
   

  	
  Atlanta, GA 30328

  
	
   

  	
   

  	
  Attention:

  	
  Courtney Alexander

  
	
   

  	
   

  	
  Telephone:

  	
  404-828-4856

  
	
   

  	
   

  	
  Facsimile:

  	
  404-828-3775

  
	
   

  	
   

  	
   

  	
   

  
	
  SunTrust Bank

  	
   

  	
  303 Peachtree Street NE

  
	
   

  	
   

  	
  2nd Floor

  
	
   

  	
   

  	
  Atlanta, GA 30308

  
	
   

  	
   

  	
  Attention:

  	
  Haynes Gentry

  
	
   

  	
   

  	
  Telephone:

  	
  404-581-1792

  
	
   

  	
   

  	
  Facsimile:

  	
  404-588-7061

  
	
   

  	
   

  	
   

  	
   

  
	
  Citicorp USA, Inc.

  	
   

  	
  388 Greenwich Street

  
	
   

  	
   

  	
  19thFloor

  
	
   

  	
   

  	
  New York, NY 10013

  
	
   

  	
   

  	
  Attention:

  	
  Shane Azzara

  
	
   

  	
   

  	
  Telephone:

  	
  212-816-2290

  
	
   

  	
   

  	
  Facsimile:

  	
  212-816-2813

  
	
   

  	
   

  	
   

  	
   

  
	
  Lehman Commercial Paper Inc.

  	
   

  	
  745 7th Avenue

  
	
   

  	
   

  	
  7th Floor

  
	
   

  	
   

  	
  New York, NY 10019

  
	
   

  	
   

  	
  Attention:

  	
  Paul Arzonian

  
	
   

  	
   

  	
  Telephone:

  	
  212-526-5803

  
	
   

  	
   

  	
  Facsimile:

  	
  646-758-4980

  



 





















 


Schedule II


Page 4


 


	
  Webster Business Credit Corporation

  	
   

  	
  1 State Street

  
	
   

  	
   

  	
  7th Floor

  
	
   

  	
   

  	
  New York, NY 10004

  
	
   

  	
   

  	
  Attention:

  	
  Gordon Massave

  
	
   

  	
   

  	
  Telephone:

  	
  212-806-4581

  
	
   

  	
   

  	
  Facsimile:

  	
  212-806-4510

  
	
   

  	
   

  	
   

  	
   

  
	
  Sandy Spring Bank

  	
   

  	
  9112 Guilford Road

  
	
   

  	
   

  	
  Columbia, MD 21046

  
	
   

  	
   

  	
  Attention:

  	
  Roy S. Lewis

  
	
   

  	
   

  	
  Telephone:

  	
  800-399-5919 x6536

  
	
   

  	
   

  	
  Facsimile:

  	
  301-483-6652

  
	
   

  	
   

  	
   

  	
   

  
	
  CIBC, Inc.

  	
   

  	
  300 Madison Avenue

  
	
   

  	
   

  	
  4th Floor

  
	
   

  	
   

  	
  New York, NY 10017

  
	
   

  	
   

  	
  Attention:

  	
  Jonathan Rabinowitz

  
	
   

  	
   

  	
  Telephone:

  	
  212-856-6549

  
	
   

  	
   

  	
  Facsimile:

  	
  212-856-3991

  
	
   

  	
   

  	
   

  	
   

  
	
  First Dominion Funding I

  	
   

  	
  c/o CSFB Alternative Capital, Inc.

  Eleven Madison Avenue

  
	
   

  	
   

  	
  New York, NY 10010

  
	
   

  	
   

  	
  Attention:

  	
  Elizabeth Mutton

  
	
   

  	
   

  	
  Telephone:

  	
  212-538-8209

  
	
   

  	
   

  	
  Facsimile:

  	
  212-538-8290

  
	
   

  	
   

  	
   

  	
   

  
	
  First Dominion Funding II

  	
   

  	
  c/o CSFB Alternative Capital, Inc.

  Eleven Madison Avenue

  
	
   

  	
   

  	
  New York, NY 10010

  
	
   

  	
   

  	
  Attention:

  	
  Elizabeth Mutton

  
	
   

  	
   

  	
  Telephone:

  	
  212-538-8209

  
	
   

  	
   

  	
  Facsimile:

  	
  212-538-8290

  
	
   

  	
   

  	
   

  	
   

  
	
  First Dominion Funding III

  	
   

  	
  c/o CSFB Alternative Capital, Inc.

  Eleven Madison Avenue

  
	
   

  	
   

  	
  New York, NY 10010

  
	
   

  	
   

  	
  Attention:

  	
  Elizabeth Mutton

  
	
   

  	
   

  	
  Telephone:

  	
  212-538-8209

  
	
   

  	
   

  	
  Facsimile:

  	
  212-538-8290

  



 





















 


SCHEDULE III


 


Existing Indebtedness and Operating Leases


 


	
  Part A:

  	
   

  	
   

  	
   

  	
  Existing
  Indebtedness of Holdings, the Borrower and their respective subsidiaries.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
   

  	
  Agreement of
  Indemnity, dated March 31, 2004, among the Borrower, Holdings and Zurich
  America Insurance Company and its subsidiaries and affiliates, with respect
  to surety bonds.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
   

  	
  General Contract
  of Indemnity between the Borrower and the Midwest Employers Casualty Company,
  with respect to surety bonds.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
   

  	
  Senior Secured Notes;
  principal amount outstanding: $150,000,000.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.

  	
   

  	
  Senior Unsecured
  Notes; principal amount outstanding: $550,000,000.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.

  	
   

  	
  Capital leases
  listed on Attachment A hereto.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Part B:

  	
   

  	
   

  	
   

  	
  Existing
  Operating Leases of Real Property leased by Holdings, the Borrower and their
  respective Subsidiaries:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
   

  	
  See Part B
  of Schedule III-United States branches (see schedule attached).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
   

  	
  Canadian
  branches (see schedule attached).

  



 





















 


Attachment A of SCHEDULE III


 


 


Please see attached.


 





















 


Williams Scotsman, Inc.

Capital and Operating leases (Equipment & Auto’s)

Active as of April 1, 2005


 


	
  Lease

  Type

  	
   

  	
  Lessor

  	
   

  	
  Dist Name

  	
   

  	
  Unit Description

  	
   

  	
  Term

  	
   

  	
  Contract

  Expiration

  	
   

  	
  Fxd charge current

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  04 FORD / 1FDWXW47PX4EC60448

  	
   

  	
  60

  	
   

  	
  02/18/09

  	
   

  	
  916.86

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  04 FORD / NOT BUILT

  	
   

  	
  60

  	
   

  	
  02/10/09

  	
   

  	
  605.70

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  04 TOYOTA / JNAU2U1J14A455044

  	
   

  	
  60

  	
   

  	
  02/24/09

  	
   

  	
  731.87

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  04 FORD / 1FDXX46P54EA19525

  	
   

  	
  60

  	
   

  	
  02/26/09

  	
   

  	
  740.26

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  04 FORD / 1FDXF47P24EB18997

  	
   

  	
  60

  	
   

  	
  02/24/09

  	
   

  	
  893.15

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  04 FORD / 1FTRX12W14NB33952

  	
   

  	
  60

  	
   

  	
  03/22/09

  	
   

  	
  473.32

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  04 CHEV / 1GBE4C1234F51356

  	
   

  	
  60

  	
   

  	
  03/17/09

  	
   

  	
  904.47

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  04 FORD / 1FDAW57P54EC34089

  	
   

  	
  60

  	
   

  	
  03/31/09

  	
   

  	
  868.79

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  04 FORD* / 1FTSE34P94HA80070

  	
   

  	
  60

  	
   

  	
  03/31/09

  	
   

  	
  574.02

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  04 GMC / NOT AVAILABLE

  	
   

  	
  60

  	
   

  	
  03/29/09

  	
   

  	
  791.27

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  04 GMC / NOT AVAILABLE

  	
   

  	
  60

  	
   

  	
  03/29/09

  	
   

  	
  654.30

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  04 GMC / NOT AVAILABLE

  	
   

  	
  60

  	
   

  	
  03/29/09

  	
   

  	
  654.30

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  04 GMC / NOT AVAILABLE

  	
   

  	
  60

  	
   

  	
  03/29/09

  	
   

  	
  704.48

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  04 FORD / 1FDXX46P84ED30897

  	
   

  	
  60

  	
   

  	
  06/15/09

  	
   

  	
  1,184.13

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  04 CHEV / 1GCHC39U941163923

  	
   

  	
  60

  	
   

  	
  07/16/09

  	
   

  	
  501.19

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  04 EVACO / NOT BUILT

  	
   

  	
  72

  	
   

  	
  02/26/10

  	
   

  	
  610.38

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  04 EVACO / NOT BUILT

  	
   

  	
  72

  	
   

  	
  02/26/10

  	
   

  	
  622.70

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  04 EVACO / NOT AVAILABLE

  	
   

  	
  72

  	
   

  	
  02/26/10

  	
   

  	
  333.43

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  04 EVACO / NOT BUILT

  	
   

  	
  72

  	
   

  	
  02/26/10

  	
   

  	
  312.56

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  04 INTERNATIONAL / 1HTMMAAN25H688391

  	
   

  	
  60

  	
   

  	
  04/19/09

  	
   

  	
  1,371.15

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  04 EVACO / NOT AVAILABLE

  	
   

  	
  72

  	
   

  	
  05/06/10

  	
   

  	
  619.04

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  04 EVACO / NOT AVAILABLE

  	
   

  	
  120

  	
   

  	
  06/21/14

  	
   

  	
  364.82

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  04 EVACO / NOT AVAILABLE

  	
   

  	
  120

  	
   

  	
  06/21/14

  	
   

  	
  364.82

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  04 EVACO / NOT AVAILABLE

  	
   

  	
  120

  	
   

  	
  06/21/14

  	
   

  	
  367.18

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  04 EVACO / NOT AVAILABLE

  	
   

  	
  120

  	
   

  	
  06/21/14

  	
   

  	
  367.18

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  04 EVACO / NOT AVAILABLE

  	
   

  	
  120

  	
   

  	
  06/21/14

  	
   

  	
  365.21

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  04 EVACO / NOT AVAILABLE

  	
   

  	
  120

  	
   

  	
  06/21/14

  	
   

  	
  365.21

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  98 LANDOLL / NOT AVAILABLE

  	
   

  	
  72

  	
   

  	
  06/21/10

  	
   

  	
  197.73

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  98 LANDOLL / NOT AVAILABLE

  	
   

  	
  72

  	
   

  	
  06/21/10

  	
   

  	
  198.60

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  98 LANDOLL / NOT AVAILABLE

  	
   

  	
  72

  	
   

  	
  06/21/10

  	
   

  	
  229.24

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  99 LANDOLL / NOT AVAILABLE

  	
   

  	
  72

  	
   

  	
  06/21/10

  	
   

  	
  316.69

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  98 LANDOLL / NOT AVAILABLE

  	
   

  	
  72

  	
   

  	
  06/21/10

  	
   

  	
  257.41

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  99 LANDOLL / NOT AVAILABLE

  	
   

  	
  72

  	
   

  	
  06/21/10

  	
   

  	
  250.68

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  99 LANDOLL / NOT AVAILABLE

  	
   

  	
  72

  	
   

  	
  06/21/10

  	
   

  	
  256.88

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  99 LANDOLL / NOT AVAILABLE

  	
   

  	
  72

  	
   

  	
  06/21/10

  	
   

  	
  255.11

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  99 LANDOLL / NOT AVAILABLE

  	
   

  	
  72

  	
   

  	
  06/21/10

  	
   

  	
  256.31

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  97 LANDOLL / NOT AVAILABLE

  	
   

  	
  72

  	
   

  	
  06/21/10

  	
   

  	
  174.35

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  04 EVACO / NOT AVAILABLE

  	
   

  	
  120

  	
   

  	
  06/21/14

  	
   

  	
  368.31

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  97 LANDOLL / NOT AVAILABLE

  	
   

  	
  72

  	
   

  	
  06/21/10

  	
   

  	
  218.94

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  98 LANDOLL / NOT AVAILABLE

  	
   

  	
  72

  	
   

  	
  06/21/10

  	
   

  	
  182.21

  	
   

  
	
  Capital

  	
   

  	
  AMI

  	
   

  	
  TRUCKLEASE CORP

  	
   

  	
  99 LANDOLL / NOT AVAILABLE

  	
   

  	
  72

  	
   

  	
  06/21/10

  	
   

  	
  270.51

  	
   

  
	
  Capital

  	
   

  	
  FORD

  	
   

  	
  FORD MOTOR CREDIT

  	
   

  	
  04 THUNDERBIRD / 1FAHP60A64Y104080

  	
   

  	
  36

  	
   

  	
  01/30/07

  	
   

  	
  799.74

  	
   

  
	
  Capital

  	
   

  	
  FORD

  	
   

  	
  FORD MOTOR CREDIT

  	
   

  	
  05 FORD F 550 / 1FDAF57P95EA83210

  	
   

  	
  60

  	
   

  	
  11/05/09

  	
   

  	
  883.84

  	
   

  
	
  Capital

  	
   

  	
  FORD

  	
   

  	
  FORD MOTOR CREDIT

  	
   

  	
  04 FORD E 350 / FTSS34P04HA75882

  	
   

  	
  60

  	
   

  	
  09/23/09

  	
   

  	
  620.68

  	
   

  
	
  Capital

  	
   

  	
  FORD

  	
   

  	
  FORD MOTOR CREDIT

  	
   

  	
  04 FORD F 450 / 1FDXF46P34ED99368

  	
   

  	
  60

  	
   

  	
  11/23/09

  	
   

  	
  740.41

  	
   

  
	
  Capital

  	
   

  	
  FORD

  	
   

  	
  FORD MOTOR CREDIT

  	
   

  	
  05 SUPERCAB XL/XLT / 1FTSX20545EA72132

  	
   

  	
  60

  	
   

  	
  10/31/09

  	
   

  	
  655.09

  	
   

  
	
  Capital

  	
   

  	
  FORD

  	
   

  	
  FORD MOTOR CREDIT

  	
   

  	
  04 ECONOLINE SUPER / 1FDSE35LX4HB45189

  	
   

  	
  60

  	
   

  	
  11/01/09

  	
   

  	
  617.49

  	
   

  
	
  Capital

  	
   

  	
  GE

  	
   

  	
  GE

  	
   

  	
  05 EVACO / 1E9DE392X5A283047

  	
   

  	
  72

  	
   

  	
  11/05/10

  	
   

  	
  489.84

  	
   

  
	
  Capital

  	
   

  	
  GE

  	
   

  	
  GE

  	
   

  	
  05 FORD E 350 / 1FTSE34P05HA96420

  	
   

  	
  60

  	
   

  	
  02/08/10

  	
   

  	
  558.10

  	
   

  
	
  Capital

  	
   

  	
  GE

  	
   

  	
  GE

  	
   

  	
  05 FORD F 350 / 1FTWF31P35EA49256

  	
   

  	
  60

  	
   

  	
  02/17/10

  	
   

  	
  704.72

  	
   

  
	
  Capital

  	
   

  	
  GE

  	
   

  	
  GE

  	
   

  	
  05 EVACO / 1E9DE39295A283220

  	
   

  	
  72

  	
   

  	
  03/02/11

  	
   

  	
  497.41

  	
   

  
	
  Capital

  	
   

  	
  GE

  	
   

  	
  GE

  	
   

  	
  05 FORD F 150 / 1FTVF1259NA81397

  	
   

  	
  60

  	
   

  	
  03/22/10

  	
   

  	
  572.67

  	
   

  
	
  Capital

  	
   

  	
  GE

  	
   

  	
  GE

  	
   

  	
  05 EVACO / 1E9DE39205A283221

  	
   

  	
  72

  	
   

  	
  03/01/11

  	
   

  	
  537.24

  	
   

  
	
  Capital

  	
   

  	
  GE

  	
   

  	
  GE

  	
   

  	
  05 CORVETTE / 1G1YY24U155111096

  	
   

  	
  36

  	
   

  	
  03/01/08

  	
   

  	
  907.82

  	
   

  
	
  Capital

  	
   

  	
  GE

  	
   

  	
  GE

  	
   

  	
  05 INTERNATIONAL / 1HTMLAFK76H204038

  	
   

  	
  60

  	
   

  	
  04/01/10

  	
   

  	
  1,145.71

  	
   

  
	
  Capital

  	
   

  	
  GE

  	
   

  	
  GE

  	
   

  	
  05 INTERNATIONAL / 1HTMMAAL55H133482

  	
   

  	
  60

  	
   

  	
  04/01/10

  	
   

  	
  1,539.54

  	
   

  
	
  Capital

  	
   

  	
  GE

  	
   

  	
  GE

  	
   

  	
  05 FORD F 350 / 1FDWF36P75EC01320

  	
   

  	
  60

  	
   

  	
  03/01/10

  	
   

  	
  773.00

  	
   

  



 





















 


	
  Lease

  Type

  	
   

  	
  Lessor

  	
   

  	
  Dist Name

  	
   

  	
  Unit Description

  	
   

  	
  Term

  	
   

  	
  Contract

  Expiration

  	
   

  	
  Fxd charge current

  	
   

  
	
  Capital

  	
   

  	
  GE

  	
   

  	
  GE

  	
   

  	
  05 FORD E 350 / 1FDWE35P9HA55666

  	
   

  	
  60

  	
   

  	
  04/01/10

  	
   

  	
  644.21

  	
   

  
	
  Capital

  	
   

  	
  GE

  	
   

  	
  GE

  	
   

  	
  05 CHEV SILVERADO / 1GBHC24285E140507

  	
   

  	
  60

  	
   

  	
  04/01/10

  	
   

  	
  649.50

  	
   

  
	
  Capital

  	
   

  	
  De Lage Landen Financial Services, Inc.

  	
   

  	
   

  	
   

  	
  2004 Toyota model 7FGAU50 / 60473

  	
   

  	
  60

  	
   

  	
  02/17/09

  	
   

  	
  892.91

  	
   

  
	
  Capital

  	
   

  	
  Toyota Motor Credit Corp.

  	
   

  	
   

  	
   

  	
  2004 Toyota model 7FGU80 / 60128

  	
   

  	
  60

  	
   

  	
  02/19/09

  	
   

  	
  1,260.47

  	
   

  
	
  Capital

  	
   

  	
  Toyota Motor Credit Corp.

  	
   

  	
   

  	
   

  	
  2004 Toyota model 7FGU80 / 60128

  	
   

  	
  1

  	
   

  	
  02/19/09

  	
   

  	
  —

  	
   

  
	
  Capital

  	
   

  	
  Citicapital

  	
   

  	
   

  	
   

  	
  2004 Komatsu FG50R2-7 / AT33B50024

  	
   

  	
  72

  	
   

  	
  07/31/10

  	
   

  	
  486.48

  	
   

  
	
  Capital

  	
   

  	
  De Lage Landen Financial Services, Inc.

  	
   

  	
   

  	
   

  	
  2004 CAT Model DP100-D / 3DP10125

  	
   

  	
  60

  	
   

  	
  12/31/09

  	
   

  	
  1,570.49

  	
   

  
	
  Capital

  	
   

  	
  De Lage Landen Financial Services, Inc.

  	
   

  	
   

  	
   

  	
  2005 CAT GP50K-LP / LPAT33B50061

  	
   

  	
  72

  	
   

  	
  02/28/12

  	
   

  	
  604.42

  	
   

  
	
  Capital

  	
   

  	
  Chesapeake Industrial Leasing

  	
   

  	
   

  	
   

  	
  Used CAT DP100 / 3DP00251

  	
   

  	
  48

  	
   

  	
  05/01/09

  	
   

  	
  1,272.24

  	
   

  



 





















 


PART B of SCHEDULE III


 


 


Please see attached.


 





















 


United States Branches


 


Please see attached.


 





















 


WILLIAMS SCOTSMAN, INC.

United States - Leased Properties as of May 1, 2005


 


	
  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

  Waterford NY 12188

  	
   

  	
  3.0
  acs.

  	
   

  	
  $

  	
  4,300.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  12/1/2002

  	
   

  	
  6/3/2007

  	
   

  	
  11/30/2007

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ALBUQUERQUE DROP LOT

  9521 Central N.W.

  Albuquerque NM 87121

  	
   

  	
  87121

  	
   

  	
  1.0
  acs.

  	
   

  	
  $

  	
  3,000.00

  	
   

  	
  $

  	
  1,000.00

  	
   

  	
  10/20/1995

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  30
  Days

  	
   

  
	
  ALLLENTOWN 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 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

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  
	
  BIRMINGHAM BRANCH

  120 Kerr Road

  Moody AL 35004

  	
   

  	
  7.0
  acs.

  	
   

  	
  $

  	
  2,000.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  11/1/2004

  	
   

  	
  8/2/2005

  	
   

  	
  10/31/2005

  	
   

  	
  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 DROP LOT

  41 Industrial Park Drive

  Pelham NH 3076

  	
   

  	
  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

  	
   

  	
  1/1/2006

  	
   

  	
  9/2/2006

  	
   

  	
  12/31/2006

  	
   

  	
  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 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

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  



 


Page 1





















 


WILLIAMS SCOTSMAN, INC.

United States - Leased Properties as of May 1, 2005


 


	
  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

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

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

  4590 Carey Road

  Fort 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

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
  Attention Needed

  	
   

  
	
  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

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INDIANAPOLIS BRANCH

  1313 Harding Court

  Indianapolis IN 46217

  	
   

  	
  5.0
  acs.

  	
   

  	
  $

  	
  5,750.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  12/1/2004

  	
   

  	
  6/3/2005

  	
   

  	
  11/30/2005

  	
   

  	
  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

  	
   

  	
   

  	
   

  



 


Page 2





















 


WILLIAMS SCOTSMAN, INC.

United States - Leased Properties as of May 1, 2005


 


	
  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

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  Attention Needed

  	
   

  
	
  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

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  
	
  OMAHA - DROP LOT

  17402 Storage Road

  Omaha NE 68136

  	
   

  	
  68136

  	
   

  	
  1.2
  acs.

  	
   

  	
  $

  	
  950.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  12/15/2004

  	
   

  	
  11/1/2006

  	
   

  	
  12/31/2006

  	
   

  	
  no

  	
   

  	
  yes

  	
   

  	
  No

  	
   

  
																									



 


Page 3





















 


WILLIAMS SCOTSMAN, INC.

United States - Leased Properties as of May 1, 2005


 


	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  



 


Page 4





















 


WILLIAMS SCOTSMAN, INC.

United States - Leased Properties as of May 1, 2005


 


	
  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

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  



 


Page 5





















 


Canadian Branches


 


Please see attached.


 





















 


WILLIAMS
SCOTSMAN, INC.

Canada - Leased Properties as of May 1, 2005


 


	
  Name/Address

  	
   

  	
  Acreage

  	
   

  	
  Rent per

  Month

  	
   

  	
  Security

  Deposit

  	
   

  	
  Commencement

  	
   

  	
  Option

  Date

  	
   

  	
  Expiration

  	
   

  	
  Option
  to

  Purchase

  	
   

  	
  Phase I

  	
   

  	
  Early
  Term Option

  	
   

  	
  Warning

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  



 


Page 1
of 1





















 


PART A OF SCHEDULE IV


 


 


Please see attached.


 





















 


	
  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

  Waterford 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. Box 120, 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 02917

  	
   

  	
  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

  2850 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.

  Tallahasse 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.

  	
   

  	
  $

  	
  8,333.92

  	
   

  	
  $

  	
  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

  	
   

  	
  18.0 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 LOH 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

  	
   

  	
   

  	
   

  



 





















 


PART B OF SCHEDULE IV


 


 


Please see attached.


 





















 


WILLIAMS
SCOTSMAN, INC. CURRENT MORTGAGED PROPERTIES

2005


 


	
  Location

  	
   

  	
  Property Address

  	
   

  	
  Acreage

  	
   

  	
  Mtg.

  	
   

  	
  Date Acq.

  	
   

  	
  Purchase Price

  	
   

  
	
  Albuquerque Branch

  	
   

  	
  4015 Hawkins N.E.

  Albuquerque, NM 87109

  	
   

  	
  2.04 acs

  	
   

  	
  Yes

  	
   

  	
  12/15/94

  	
   

  	
  $

  	
  285,000.00

  	
   

  
	
  Boston Branch

  	
   

  	
  Pelham Industrial Park

  	
   

  	
  12 acs

  	
   

  	
  Yes

  	
   

  	
  12/28/87

  	
   

  	
  $

  	
  250,000.00

  	
   

  
	
   

  	
   

  	
  Pelham, NH 03076

  	
   

  	
  4 acs

  	
   

  	
   

  	
   

  	
  7/27/95

  	
   

  	
  $

  	
   70,000.00

  	
   

  
	
  Cherry Hill Branch

  	
   

  	
  1900 Old Cuthbert Road

  Cherry Hill, NJ 08034

  	
   

  	
  3.87 acs

  	
   

  	
  Yes

  	
   

  	
  9/25/80

  	
   

  	
  $

  	
  215,000.00

  	
   

  
	
  Chicago Branch

  	
   

  	
  1625 Western Drive

  West Chicago, IL 60185

  	
   

  	
  6.5 acs

  	
   

  	
  Yes

  	
   

  	
  6/14/89

  	
   

  	
  $

  	
  447,881.55

  	
   

  
	
  Cleveland Branch

  	
   

  	
  1271 Industrial Parkway

  Brunswick, OH 44212

  	
   

  	
  8.04 acs

  	
   

  	
  Yes

  	
   

  	
  3/31/80

  	
   

  	
  $

  	
  160,999.48

  	
   

  
	
  Corporate Hqtrs.

  	
   

  	
  8211 Town Center Drive

  Baltimore, MD 21236

  	
   

  	
  3.05 acs

  	
   

  	
  Yes

  	
   

  	
  3/5/87

  	
   

  	
  $

  	
  356,850.00

  	
   

  
	
  Denver

  	
   

  	
  10701 E. 104th Avenue

  Blocks 1 & 2 Fry Tract

  Commerce City, CO 80123

  	
   

  	
  25.34 acs

  	
   

  	
  Yes

  	
   

  	
  04/10/02

  	
   

  	
  $

  	
  1,682,998.70

  	
   

  
	
  Ft. Myers Branch

  	
   

  	
  16131 Old U.S. 41

  	
   

  	
  2.88 acs

  	
   

  	
  Yes

  	
   

  	
  8/9/84

  	
   

  	
  $

  	
  175,000.00

  	
   

  
	
   

  	
   

  	
  Ft. Myers, FL 33912

  	
   

  	
  3.00 acs

  	
   

  	
   

  	
   

  	
  6/22/95

  	
   

  	
  $

  	
  118,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  5.82 acs

  	
   

  	
   

  	
   

  	
  6/29/95

  	
   

  	
  $

  	
  215,239.00

  	
   

  
	
  Ft. Myers Container Lot

  	
   

  	
  Southside Industrial Park

  Katanga Court, Ft. Myers,

  FL

  	
   

  	
  1.875 acs

  	
   

  	
  Yes

  	
   

  	
  8/1/96

  	
   

  	
  $

  	
  150,000.00

  	
   

  
	
  Houston Branch

  	
   

  	
  10855 John Ralston Rd.

  Houston, TX 77044

  	
   

  	
  40.0 acs

  	
   

  	
  Yes

  	
   

  	
  5/23/00

  	
   

  	
  $

  	
  1,350,000.00

  	
   

  
	
  Orlando Branch

  	
   

  	
  801 Jetstream Drive

  Orlando, FL 32824

  	
   

  	
  30.8 acs

  	
   

  	
  Yes

  	
   

  	
  2/25/00

  	
   

  	
  $

  	
  2,167,794.77

  	
   

  
	
  Orlando Storage Lot

  	
   

  	
  482 Thorpe Road

  Orlando, FL 32824

  	
   

  	
  3.94 acs

  	
   

  	
  Yes

  	
   

  	
  9/94

  	
   

  	
  MFO Acq.

  	
   

  
	
  Pittsburgh Branch

  	
   

  	
  451 Moon-Clinton Rd.

  Coraopolis, PA 15108

  	
   

  	
  19.0 acs

  	
   

  	
  Yes

  	
   

  	
  4/30/97

  	
   

  	
  $

  	
  735,000.00

  	
   

  
	
  Richmond Branch

  	
   

  	
  129 Roxbury Industrial Ctr.

  Charles City, VA 23030

  	
   

  	
  9.32 acs

  	
   

  	
  Yes

  	
   

  	
  8/30/95

  	
   

  	
  $

  	
  102,520.00

  	
   

  
	
  Syracuse Branch

  	
   

  	
  1115 County Route 57

  Phoenix, NY 13135

  	
   

  	
  5.0 acs

  	
   

  	
  Yes

  	
   

  	
  3/12/97

  	
   

  	
  $

  	
  39,900.00

  	
   

  
	
  Tampa Branch

  	
   

  	
  5002 E. Hillsborough Ave.

  Tampa, FL 33610

  	
   

  	
  14.25 acs

  	
   

  	
  Yes

  	
   

  	
  5/6/99

  	
   

  	
  $

  	
  1,975,000.00

  	
   

  



 





















 


SCHEDULE V


 


Existing Letters of Credit


 


 


Please see attached.


 





















 


SCHEDULE OF LETTERS OF CREDIT OUTSTANDING

($ in thousands)


Revised:         27-May-05


 


	
  L/C #

  	
   

  	
  Amount

  	
   

  	
  Issuer

  	
   

  	
  Beneficiary

  	
   

  	
  Expiration

  Date

  	
   

  	
  Anniversary

  Date

  	
   

  	
  Purpose

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  S13761

  	
   

  	
  74

  	
   

  	
  BT

  	
   

  	
  Travelers

  	
   

  	
  *

  	
   

  	
  5/22

  	
   

  	
  Large ded. W/C & Gen Liab (prev carrier) (1)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  S13762

  	
   

  	
  203

  	
   

  	
  BT

  	
   

  	
  Royal

  	
   

  	
  *

  	
   

  	
  5/22

  	
   

  	
  Current large ded & Gen Liab/WC (prev carrier) (1)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  S13965

  	
   

  	
  12,775

  	
   

  	
  BT

  	
   

  	
  Zurich

  	
   

  	
  *

  	
   

  	
  4/13

  	
   

  	
  Current large ded ($350K per claim): Gen Liab, WC and Auto Increased
  from $1.5M effective May 9, 2002 (1)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  S14872

  	
   

  	
  595

  	
   

  	
  BT

  	
   

  	
  Midwest Employers

  	
   

  	
  *

  	
   

  	
  10/7

  	
   

  	
  Issued in connection with Evergreen acq. (2)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  S16087

  	
   

  	
  172

  	
   

  	
  DB

  	
   

  	
  City National Bank

  	
   

  	
  *

  	
   

  	
  9/28

  	
   

  	
  Aurora Modular Bankrupcy

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  S16412

  	
   

  	
  375

  	
   

  	
  DB

  	
   

  	
  US Bank National Association ND

  	
   

  	
  2/24/06

  	
   

  	
   

  	
   

  	
  To cover the liability associated with our credit card account with US
  Bank

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  S16549

  	
   

  	
  2,000

  	
   

  	
  DB

  	
   

  	
  Fidelity & Deposit Company (Zurich)

  	
   

  	
  *

  	
   

  	
  5/19

  	
   

  	
  Surety Bonds

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  16,194

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 










*                 Automatic Renewal


 


(1)          L/Cs required where WSI has a deductible program because claims are first
paid by the insurance carrier and then they seek reimbursement of the
deductible from us. Since they are out-of-pocket for a period of time, the L/C
protects them.


 


(2)          Because WSI is self-insured for W/C in the state of Washington, the state
requires that a bond be posted to secure any W/C claims we would be obligated
to pay. Midwest Employers posts that bond for us.  In turn Midwest Employers wants an L/C from us
in the event we default on our W/C claim obligations and the bond is “called”
by the State.


 





















 


SCHEDULE VI


 


Location of Offices, Records, Inventory and Rental
Equipment


 


1.                                       The
principal place of business and Chief Executive Office of each Credit Party is
located at:


 


8211 Town Center Drive

Baltimore, Maryland 21236


 


2.                                       The
books, records, chattel paper, records of Account and Unit Certificates of
Rental Equipment are maintained exclusively at the following locations:


 


(a) for
each Credit Party (except for the minute books of Williams Scotsman of Canada, Inc.):


 


8211 Town Center Drive

Baltimore, Maryland 21236


 


(b) the
minute books of Williams Scotsman of Canada, Inc. are located at the
following location:


 


Davies Ward Phillips & Vineberg LLP

44th Floor, 1st Canadian Place

Toronto, Ontario, Canada

M5X 1B1


 


3.                                       Rental
Equipment (except for Rental Equipment in transit) is located (a) in the
case of Holdings and its Domestic Subsidiaries, in the District of Columbia and
in every state in the United States, except Alaska and Hawaii, and (b) in
the case of Williams Scotsman of Canada, Inc., in the following Canadian
provinces: Ontario, Alberta, British Columbia and Quebec.


 


4.                                       Rental
Equipment is stored at the branch offices and drop lots listed on the attached
Williams Scotsman Property Recap Report attached as Part A to Schedule IV.


 





















 


SCHEDULE VII


 


Tax Matters


 


 


Please see attached.


 





















 


WILLIAMS SCOTSMAN, INC.

Schedule of Tax Audits


 


	
  JURISDICTION

  	
   

  	
  COMPANY BEING

  AUDITED

  	
   

  	
  TYPE OF AUDIT

  	
   

  	
  PERIOD COVERED

  	
   

  	
  ISSUES IDENTIFIED

  	
   

  	
  AMOUNT AT ISSUE

  	
   

  	
  ARE ISSUES

  RECURRING

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Alabama

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Sales & Use Tax

  	
   

  	
  2001-2004

  	
   

  	
  Audit not yet started

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  
	
  California

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Sales & Use Tax

  	
   

  	
  7/1/99-12/31/03

  	
   

  	
  Use Tax on Branch related purchases

  	
   

  	
  $

  	
  7,539.00

  	
   

  	
  No - Branches notified to pay sales
  tax

  	
   

  
	
  Tennessee

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Sales & Use Tax

  	
   

  	
  1999, 2000 & 2001

  	
   

  	
  Audited not yet started

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Canada

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  GST

  	
   

  	
  2001-2004

  	
   

  	
  Audit not yet started

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  
															



 





















 


SCHEDULE VIII


 


ERISA Matters


 


 


The Williams Scotsman, Inc. 401(k) Plan.


 


 


Williams Scotsman, Inc. Executive Deferred
Compensation Plan.


 





















 


SCHEDULE IX


 


Subsidiaries


 


 


	
  Borrower:

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Subsidiaries of Borrower:

  	
   

  	
  Willscot Equipment, LLC

  	
   

  
	
   

  	
   

  	
  (100% Owned by Borrower)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Space Master International, Inc.

  	
   

  
	
   

  	
   

  	
  (100% Owned by Borrower)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Evergreen Mobile
  Company

  	
   

  
	
   

  	
   

  	
  (100% Owned by
  Borrower)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Truck &
  Trailer Sales, Inc.

  	
   

  
	
   

  	
   

  	
  (100% Owned by
  Borrower)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Canada:

  	
   

  	
  Williams
  Scotsman of Canada, Inc.

  	
   

  
	
   

  	
   

  	
  (100% Owned by
  Borrower)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Spain:

  	
   

  	
  Williams
  Scotsman Europe, S.L.

  	
   

  
	
   

  	
   

  	
  (100% Owned by
  Borrower)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Mexico:

  	
   

  	
  Williams
  Scotsman Mexico, S. de R.L. de C.V.

  	
   

  
	
   

  	
   

  	
  (99% Owned by
  Borrower; 1% Owned by

  	
   

  
	
   

  	
   

  	
  Space Master
  International, Inc.)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WS Servicios de
  Mexico, S. de R.L. de C.V.

  	
   

  
	
   

  	
   

  	
  (99% Owned by
  Borrower; 1% Owned by

  	
   

  
	
   

  	
   

  	
  Space Master
  International, Inc.)

  	
   

  



 





















 


SCHEDULE X


 


Collective Bargaining Agreements


 


 


None.


 





















 


SCHEDULE XI


 


Legal Names; Type of Organization;

Whether a Registered Organization; Jurisdiction of Organization


 


	
  Legal Name

  	
   

  	
  Type and

  Jurisdiction

  of

  Organization

  	
   

  	
  Registered

  	
   

  	
  Location

  	
   

  	
  Organizational

  Identification

  Number

  	
   

  
	
  Williams
  Scotsman International, Inc.

  	
   

  	
  Delaware
  corporation

  	
   

  	
  Yes

  	
   

  	
  8211 Town Center
  Drive

  Baltimore, Maryland 21236

  	
   

  	
  2358175

  	
   

  
	
  Williams
  Scotsman, Inc.

  	
   

  	
  Maryland
  corporation

  	
   

  	
  Yes

  	
   

  	
  8211 Town Center
  Drive

  Baltimore, Maryland 21236

  	
   

  	
  D00245704

  	
   

  
	
  Willscot
  Equipment, LLC

  	
   

  	
  Delaware limited
  liability company

  	
   

  	
  Yes

  	
   

  	
  8211 Town Center
  Drive

  Baltimore, Maryland 21236

  	
   

  	
  2750281

  	
   

  
	
  Space Master
  International, Inc.

  	
   

  	
  Georgia
  corporation

  	
   

  	
  Yes

  	
   

  	
  8211 Town Center
  Drive

  Baltimore, Maryland 21236

  	
   

  	
  K017867

  	
   

  
	
  Evergreen Mobile
  Company

  	
   

  	
  Washington
  corporation

  	
   

  	
  Yes

  	
   

  	
  8211 Town Center
  Drive

  Baltimore, Maryland 21236

  	
   

  	
  600109189

  	
   

  
	
  Truck &
  Trailer Sales, Inc.

  	
   

  	
  Missouri
  corporation

  	
   

  	
  Yes

  	
   

  	
  8211 Town Center
  Drive

  Baltimore, Maryland 21236

  	
   

  	
  00238354

  	
   

  
	
  Williams
  Scotsman of Canada, Inc.

  	
   

  	
  Ontario
  corporation

  	
   

  	
  Yes

  	
   

  	
  8211 Town Center
  Drive

  Baltimore, Maryland 21236

  	
   

  	
  001291982

  	
   

  



 





















 


SCHEDULE XII


 


Insurance


 


 


Please see attached.


 





















 


	
   

  	
   

  	
  WILLIAMS SCOTSMAN, INC.

  INSURANCE POLICY DIGEST

  	
   

  	
   

  
	
  Updated 4/15/05

  	
   

  	
  2005 - 2006 POLICY YEAR

  	
   

  	
  Note:   Scotsman
  Holdings, Inc. and all subsidiaries are included as Named Insureds

  



 


	
  TYPE OF POLICY

  	
   

  	
  POLICY #

  	
   

  	
  EFF. DATES

  	
   

  	
  INSURER

  	
   

  	
  AGENT

  	
   

  	
  POLICY LIMITS

  	
   

  	
  COVERAGES

  	
   

  	
  DEDUCTIBLE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Commercial Gurl’ 

  	
   

  	
  GLO2983562

  	
   

  	
  4/1/05 - 4/1/06

  	
   

  	
  Zurich

  	
   

  	
  A

  	
   

  	
  per occur.- $1 M; 

  	
   

  	
  Premises-

  	
   

  	
  $

  	
  500,000

  	
   

  
	
  Liability:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Genl. Aggr. $2 M

  	
   

  	
  Operations

  	
   

  	
  per occurrence

  	
   

  
	
  Occurrence Form

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Products-Completed Operations Aggregate - $2M

  Combined BI & PD each occurrence - $1M

  each occurrence - $1M

  Personal & Advertising Injury - $ 1M

  Fire Legal Damage - $500,000 Medical Expense - $5,000

  $20 M maximum aggregate limit on:

  	
   

  	
  Products-Completed Operations Contractual Liab
  Personal Injury Protection Advertising Injury Liability Employees as
  Additional Insureds

  Host Liquor Liability Blanket Additional Insureds

  Per Locations or Per Project Aggregate

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Umbrella Liability

  	
   

  	
  EAU701460

  	
   

  	
  4/1/05 - 4/1/06

  	
   

  	
  AXIS

  	
   

  	
  A

  	
   

  	
  $5M-each occurrence & aggregate for
  BI & PD

  	
   

  	
  Occurrence Form

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Excess Liability

  	
   

  	
  UXP000536000

  	
   

  	
  4/1/05 - 4/1/06

  	
   

  	
  Arch Specialty

  	
   

  	
  A

  	
   

  	
  $15M over AXIS Umbrella

  	
   

  	
  Occurrence Form

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Excess Liability

  	
   

  	
  XTM0007668099

  	
   

  	
  4/1/05 - 4/1/06

  	
   

  	
  Fireman’s Fund

  	
   

  	
  A

  	
   

  	
  $45M over Arch Specialty Excess

  	
   

  	
  Occurrence Form

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Excess Liability

  	
   

  	
  ECO55291975

  	
   

  	
  4/1/05 - 4/1/06

  	
   

  	
  Ohio Casualty

  	
   

  	
  A

  	
   

  	
  $10M over Fireman’s Fund Excess

  	
   

  	
  Occurrence Form

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Automobile
  Liability:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  all
  States except TX

  	
   

  	
  BAP2983563

  	
   

  	
  4/1/05 - 4/1/06

  	
   

  	
  Zurich

  	
   

  	
  A

  	
   

  	
  $2M-Combined Single Limit

  	
   

  	
  BI & PD to others

  	
   

  	
  $

  	
  500,000 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Property Damage Liab. Deduct.

  	
   

  	
  $

  	
  500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Statutory PIP

  	
   

  	
  Physical Damage

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Uninsured Motorists Statutory Minimum

  	
   

  	
    -

  	
  Comprehensive ACV

  	
   

  	
  $

  	
  500,000 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
    -

  	
  Collision ACV

  	
   

  	
  $

  	
  500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Non-Owned & Hire Auto

  	
   

  	
   

  	
   

  
	
  Texas
  Automobile

  	
   

  	
  TAP2983564

  	
   

  	
  4/1/05 - 4/1/06

  	
   

  	
  Zurich

  	
   

  	
  A

  	
   

  	
  coverage same as other auto policy

  	
   

  	
  Texas Vehicles Only

  	
   

  	
  deduct - Same as above
  auto

  	
   

  



 


1





















 


	
   

  	
   

  	
  WILLIAMS SCOTSMAN, INC.

  INSURANCE POLICY DIGEST

  	
   

  	
   

  
	
  Updated
  4/15/05

  	
   

  	
  2005
  - 2006 POLICY YEAR

  	
   

  	
  Note:   Scotsman Holdings, Inc. and all
  subsidiaries are included as Named Insureds

  



 


	
  TYPE OF POLICY

  	
   

  	
  POLICY #

  	
   

  	
  EFF. DATES

  	
   

  	
  INSURER

  	
   

  	
  AGENT

  	
   

  	
  POLICY LIMITS

  	
   

  	
  COVERAGES

  	
   

  	
  DEDUCTIBLE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Workers’ Compensation
  and Employers Liability Ins.:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  All other states

  	
   

  	
  WC 2983560

  	
   

  	
  4/1/05 - 4/1/06

  	
   

  	
  Zurich

  	
   

  	
  A

  	
   

  	
  Coverage A-Statutory 

  	
   

  	
  Covers all locations except for monopolistic States
  (1) and a separate policy for Wisconsin 

  	
   

  	
  $

  	
  500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Coverage B-Employers Liability $1M

  	
   

  	
   

  	
   

  	
   

  
	
  Wisconsin

  	
   

  	
  WC 2983561

  	
   

  	
  4/1/05 - 4/1/06

  	
   

  	
  Zurich

  	
   

  	
  A

  	
   

  	
  Workers Comp. & Empl Liab.

  	
   

  	
   

  	
  $

  	
  500,000

  	
   

  
	
  (1) Monopolistic
  States:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (1) Monopolistic States:

  	
   

  	
   

  	
   

  
	
  Ohio

  	
   

  	
  735310

  	
   

  	
   

  	
   

  	
  Ohio Bureau WC

  	
   

  	
  B

  	
   

  	
  Statutory

  	
   

  	
  Ohio - Group Rated thru ABC

  	
   

  	
   

  	
   

  
	
  Washington State

  	
   

  	
  904352-00

  	
   

  	
   

  	
   

  	
  Dept. of
  L & I

  	
   

  	
  C

  	
   

  	
  Statutory

  	
   

  	
  self insured in Washington State

  	
   

  	
   

  	
   

  
	
  West Virginia

  	
   

  	
  96003080-101

  	
   

  	
   

  	
   

  	
  Bureau of Empl. Programs

  	
   

  	
   

  	
   

  	
  Statutory

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Property Insurance:

  	
   

  	
  NO5NA02900

  	
   

  	
  4/1/05 - 4/1/06

  	
   

  	
  Lloyds of 

  	
   

  	
  A

  	
   

  	
  Blanket Real &

  	
   

  	
  Real Property

  	
   

  	
  $

  	
  250,000 

  	
   

  
	
  Real & Personal Property
  Forms

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  London

  	
   

  	
   

  	
   

  	
  Business

  Personal Property - $5,000,000 Extra Expense - $2,500,000

  Flood Aggregate $10M (except Zones A&V)

  Flood Aggregate $5M (Zones A&V) Earthquake $10M (except CA & WA)
  Earthquake $5M (CA & WA)

  	
   

  	
  Business Personal Prop Debris Removal

  	
   

  	
  *see deductible note
  below

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Sublimits:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  1,000,000 

  	
   

  	
   

  	
  Real/Personal Property @ Unnamed Loc Acquired
  Real Prop reported w/i 180 days Ordinance of Law Prop in due course of
  Transit (see policy for additional sublimits) 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  2,500,000 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  2,500,000 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Special Contingent Property
  Coverage

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Any 1 occurrence - $10,000,000

  	
   

  	
  Owned Units on Lease

  	
   

  	
  $

  	
  250,000

  	
   

  
	
  Floater

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  @ customer’s sites

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Builders Risk       
 Coverage - Special Form

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $15,000,000 - Monthly Reporting Flood/Earthquake-$5M
  Agg.

  	
   

  	
  Large Bldg. projects in course of construction.

  	
   

  	
  $

  	
  250,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Electronic Data Equipment

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  included in blanket

  	
   

  	
   

  	
   

  	
  $

  	
  250,000

  	
   

  



 










*   Special Deductibles on Property
Policy: Flood $250,000; Earthquake 5% of values with a min. of $250,000 (CA
& WA); Earthquake $250,000 (other states); Windstorm 2% of values subject
to a $250,000 minimum for Tier One County locations from Texas to Virginia and
for Wind & Hail in Named Storms.


 


2





















 


	
   

  	
   

  	
  WILLIAMS SCOTSMAN, INC.

  INSURANCE POLICY DIGEST

  	
   

  	
   

  
	
  Updated
  4/15/05

  	
   

  	
  2005
  - 2006 POLICY YEAR

  	
   

  	
  Note:   Scotsman Holdings, Inc. and all
  subsidiaries are included as Named Insureds

  



 


	
  TYPE OF POLICY

  	
   

  	
  POLICY #

  	
   

  	
  EFF. DATES

  	
   

  	
  INSURER

  	
   

  	
  AGENT

  	
   

  	
  POLICY LIMITS

  	
   

  	
  COVERAGES

  	
   

  	
  DEDUCTIBLE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Excess Property

  	
   

  	
  NHD340146

  	
   

  	
  4/1/05 - 4/1/06

  	
   

  	
  RSUI

  	
   

  	
  A

  	
   

  	
  $257,305,682 Excess of primary $5,000,000

  	
   

  	
  Same as above

  	
   

  	
  $

  	
  5,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Crime Coverage

  	
   

  	
  104286019

  	
   

  	
  4/1/05 - 4/1/06

  	
   

  	
  Travelers

  	
   

  	
  A

  	
   

  	
  Employee Dishonesty-$1,000,000 per loss

  	
   

  	
   

  	
   

  	
  $

  	
  25,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Forgery or Alteration-$1,000,000 per loss

  	
   

  	
   

  	
   

  	
  $

  	
  25,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Computer / Funds Transfer Fraud - $1,000,000 per loss

  	
   

  	
   

  	
   

  	
  $

  	
  25,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Boiler &
  Machinery

  	
   

  	
  FBP2277064

  	
   

  	
  4/1/05 - 4/1/06

  	
   

  	
  HSB

  	
   

  	
  A

  	
   

  	
  $5,000,000 Limit

  	
   

  	
  Covers 8211 Town Center Drive only

  	
   

  	
  $

  	
  10,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Canadian
  Insurance:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Canadian Property Ins.

  	
   

  	
  NO5NA02900

  	
   

  	
  4/1/05 - 4/1/06

  	
   

  	
  Lloyds of London

  	
   

  	
  A

  	
   

  	
  Blanket Real & Business

  	
   

  	
  Real Property 

  	
   

  	
  $

  	
  250,000 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Personal Property - $5,000,000

  	
   

  	
  Business Personal Prop

  	
   

  	
  $

  	
  250,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Commercial General
  Liability

  	
   

  	
  GLO2983562

  	
   

  	
  4/1/05 - 4/1/06

  	
   

  	
  Zurich

  	
   

  	
  A

  	
   

  	
  General Liability
  aggregate $2,000,000 products / completed operations personal / advers.
  Injury

  	
   

  	
  premises &
  operations general aggregate $1,000,000 aggregate $1,000,000 aggregate

  	
   

  	
  $

  	
  500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Employers liability $500,000

  	
   

  	
  workers compensation 

  	
   

  	
  n/a

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Repatriation $25,000 (each employee)

  	
   

  	
  $250,000 - policy limit

  	
   

  	
  n/a

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Canadian Automobile

  	
   

  	
  AF9993747

  	
   

  	
  4/1/05 - 4/1/06

  	
   

  	
  Zurich

  	
   

  	
  A

  	
   

  	
  Automobile $1,000,000 CSL

  	
   

  	
   

  	
   

  	
  $

  	
  500,000

  	
   

  



 


3





















 


	
   

  	
   

  	
  WILLIAMS SCOTSMAN, INC.

  INSURANCE POLICY DIGEST

  	
   

  	
   

  
	
  Updated
  4/15/05

  	
   

  	
  2005
  - 2006 POLICY YEAR

  	
   

  	
  Note:   Scotsman Holdings, Inc. and all
  subsidiaries are included as Named Insureds

  



 


	
  TYPE OF POLICY

  	
   

  	
  POLICY #

  	
   

  	
  EFF. DATES

  	
   

  	
  INSURER

  	
   

  	
  AGENT

  	
   

  	
  POLICY LIMITS

  	
   

  	
  COVERAGES

  	
   

  	
  DEDUCTIBLE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International
  Insurance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  International Package

  	
   

  	
  GEP351625900

  	
   

  	
  4/1/05 - 4/1/06

  	
   

  	
  Zurich

  	
   

  	
  A

  	
   

  	
  per occur.- $1 M; Genl. Aggr. $2 M

  Products-Completed Operations Aggregate - $1M Combined BI & PD each
  occurrence - $1M

  each occurrence - $1 M

  Personal & Advertising Injury - $ 1M

  Fire Legal Damage - $100,000

  Medical Expense - $10,000

  	
   

  	
  Premises-Operations Products-Completed Operations
  Contractual Liab Personal Injury Protection Advertising Injury Liability
  Employees as Additional Insureds

  Host Liquor Liability

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Automobile $1,000,000 CSL

  	
   

  	
  BI & PD to others Property Damage Liab.
  Deduct.

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Foreign Voluntary WC and Employers Liability -
  $1,000,000

  	
   

  	
  WC coverage for employees injured abroad while within
  the scope of their duties

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Repatriation Expense - $50,000 any one emp $250,000
  Policy Limit

  	
   

  	
  Reimburses for additional expenses as reasonably may
  be incurred over and above normal transportation costs for repatriation of
  injured, sick or deceased employees

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mexican Insurance:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Package

  	
   

  	
  474673

  	
   

  	
  7/1/04 - 7/1/05

  	
   

  	
  Zurich

  	
   

  	
  A

  	
   

  	
  per occur.- $1 M; Genl. Aggr. $2 M
  Products-Completed Operations Aggregate - $1M

  Combined BI & PD each occurrence - $1M each occurrence - $1 M

  Personal & Advertising Injury - $ 1M

  Fire Legal Damage - $100,000

  Medical Expense - $10,000

  	
   

  	
  Premises-Operations Products-Completed Operations
  Contractual Liab Personal Injury Protection Advertising Injury Liability Employees
  as Additional Insureds

  Host Liquor Liability

  	
   

  	
  $

  	
  0

  	
   

  



 


4





















 


	
   

  	
   

  	
  WILLIAMS SCOTSMAN, INC.

  INSURANCE POLICY DIGEST

  	
   

  	
   

  
	
  Updated
  4/15/05

  	
   

  	
  2005
  - 2006 POLICY YEAR

  	
   

  	
  Note:   Scotsman Holdings, Inc. and all
  subsidiaries are included as Named Insureds

  



 


	
  TYPE OF POLICY

  	
   

  	
  POLICY #

  	
   

  	
  EFF. DATES

  	
   

  	
  INSURER

  	
   

  	
  AGENT

  	
   

  	
  POLICY LIMITS

  	
   

  	
  COVERAGES

  	
   

  	
  DEDUCTIBLE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Executive Protection:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fiduciary Liability

  	
   

  	
  14MGU04A4705

  	
   

  	
  12/15/04 - 12/15/05

  	
   

  	
  US Specialty

  	
   

  	
  A

  	
   

  	
  $15M each loss, and aggregate

  	
   

  	
  the Company and its reps. As Fiduciaries on certain
  benefit plans.

  	
   

  	
  $

  	
  10,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Employment Practices Liab.

  	
   

  	
  14MGU04A4705

  	
   

  	
  12/15/04 - 12/15/05

  	
   

  	
  US Specialty

  	
   

  	
  A

  	
   

  	
  $ 15M each loss, and aggregate

  	
   

  	
  The Corp., its directors, officers, &
  employees for wrongful empl. Prac.

  	
   

  	
  $

  	
  150,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Directors & Officers Liability

  	
   

  	
  14MGU04A4705

  	
   

  	
  12/15/04 - 12/15/05

  	
   

  	
  US Specialty

  	
   

  	
  A

  	
   

  	
  $15M each loss, and aggregate

  	
   

  	
  Reimbursement of monies paid for settlement of claims
  against officers and directors

  	
   

  	
  $0 to
  officers & directors

  $100,000 to corp.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Outside Directorship Liab.

  	
   

  	
  14MGU04A4705

  	
   

  	
  12/15/04 - 12/15/05

  	
   

  	
  US Specialty

  	
   

  	
  A

  	
   

  	
  $15M each loss, and aggregate note: limits shared
  with D & O

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  K & R / Extortion

  	
   

  	
  6472742

  	
   

  	
  12/1/04 - 12/1/05

  	
   

  	
  AIG

  	
   

  	
  A

  	
   

  	
  $1,000,000

  	
   

  	
  Reimburse Corp. for monies paid on behalf of
  directors, officers & employees

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  miscellaneous coverage:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New York Disability

  	
   

  	
  1591183-7

  	
   

  	
  1/1/04 - 12/31/04

  	
   

  	
  Zurich

  	
   

  	
  A

  	
   

  	
  Per NY state statutes

  	
   

  	
  Required for all NY Employees

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Workers Comp. Stop gap

  	
   

  	
  6316

  	
   

  	
  10/1/03 - 10/1/04

  	
   

  	
  Midwest Empl.

  	
   

  	
  D

  	
   

  	
  Statutory coverage for any claim in excess of
  $350,000. $2,000,000. Employers Liability

  	
   

  	
  Stop Loss coverage for Wash. State Workers Comp. self
  insured status

  	
   

  	
  $

  	
  350,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Additional Employee Benefit: (W/S is not beneficiary)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Business Travel Accident

  	
   

  	
  GTA36023

  	
   

  	
  7/1/04 - 7/1/05

  	
   

  	
  UNUM

  	
   

  	
  A

  	
   

  	
  Principal Amount for: Death, quadriplegia, mjr
  dismemberment, partial amounts for lesser perm injuries

  	
   

  	
  Private Aircraft Exclusion Principal Sum per Class:

  Executive officer: $250,000

  Sales & salaried emp: $150,000

  Service emp: $75,000

  	
   

  	
  $

  	
  0

  	
   

  



 


	
  AGENT/ BROKER/ TPA

  	
   

  



 


	
  (A.) Riggs, Connselman, Michaels, &
  Downes

  555 Fairmount Avenue

  Towson, Maryland 21286

  	
   

  	
  (B.) Ross, Brittain &
  Schonberg  Co.

  6000 Freedom Square Drive Ste 540

  Cleveland, Ohio 44131

  	
   

  	
  (C.) Sedgwick of Wa.

  3500 Two Union Square

  601 Union Street

  Seattle, WA 98101

  	
   

  	
  (D.) Bush Cottou & Scott

  Suite 102

  11714 Northcreek Pkwy, No.

  Bothell, Wa 98041-3018

  	
   

  
	
  Laurie Gatton

  	
   

  	
  Brian K. Brittain

  	
   

  	
  Tom Youell

  	
   

  	
  Dale Ahrens

  	
   

  



 


5





















 


SCHEDULE XIII


 


Section 8.l(o) Conditions


 


 


The Credit Agreement
Parties may enter into agreements contemplated in Section 8.1(o) of the
Credit Agreement, provided that the respective agreement shall expressly
provide that it is terminable by the Credit Agreement Party which entered into
such agreement with no break-up, termination or similar fees or damages payable
by any Credit Agreement Party or any of its Subsidiaries in excess of
$10,000,000 (calculated according to the maximum amount thereof payable in
accordance with the terms of such agreement). 
Notwithstanding the foregoing, it is understood and agreed that nothing
in this Schedule XIII or in the Credit Agreement shall permit any Credit
Agreement Party (or any of its Subsidiaries) to consummate the respective
transactions pursuant to any such agreement (or otherwise) unless either (i) the
Required Lenders have specifically consented thereto in writing or (ii) concurrently
with, or prior to, the consummation of such transaction the Borrower shall have
(x) terminated the Total Commitment, all Interest Rate Agreements with
Interest Rate Creditors (as defined in the U.S. Security Agreement) and all
outstanding Letters of Credit (or cash collateralized all such Letters of
Credit in a manner satisfactory to the Administrative Agent) and
(y) repaid in full all Loans and all other Obligations under the Credit
Documents then due and payable.


 





















 


SCHEDULE XIV


 


Existing Liens


 


 


1.                                       Liens
in the United States (please see attached).


 


2.                                       Liens
in Canada (please see attached).




 





















 


Search Result Summary
Chart


 


Last Updated:  06/13/05


Diary Number:  15101-012


Paul, Weiss Attorney(s):  B. Gruder, D. Tayar


Paul, Weiss Paralegal:  K. Sheppard


Service Company:  CSC/Jeff Boyle/212-299-9100


 


Record of UCC Filings
Found:


 


	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File

  #

  	
   

  	
  Description

  
	
  UCC1

  	
   

  	
  Banker Trust Company

  	
   

  	
  Evergreen Mobile Company

  	
   

  	
  Wa.-Dept. of Licensing

  	
   

  	
  03/29/2002

  	
   

  	
  2002-095-7901-1

  	
   

  	
   

  	
   

  	
  All assets of the Debtor

  
	
  UCC1

  	
   

  	
  Deustche Bank Trust Company Americas (FKA Bankers
  Trust Company), as Collateral Agent

  	
   

  	
  Evergreen Mobile Company

  	
   

  	
  Wa.-Department of Licensing

  	
   

  	
  08/19/2003

  	
   

  	
  2003-232-0965-8

  	
   

  	
   

  	
   

  	
  All assets of the Debtor

  



 





















 


	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File

  #

  	
   

  	
  Description

  
	
  UCC1

  	
   

  	
  Nationsbanc Leasing Corporation

  	
   

  	
  Space Master International, Inc.

  	
   

  	
  Ga Cooperative-Fulton County

  	
   

  	
  05/28/1996

  	
   

  	
  060-1996-010200

  	
   

  	
   

  	
   

  	
  All debtor’s right, title, & interest in
  1976 Lockheed 1329-25 Jetstar II aircraft, all accessions to substitutions
  for, & replacements, products, & proceeds of any of the
  foregoing, including insurance proceeds payable by reason of loss damage to
  any of the foregoing rental proceeds by reason of any lease of any of the
  foregoing and all books & records pertaining to any of the foregoing

  



 


2





















 


	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File #

  	
   

  	
  Description

  
	
  UCC1

  	
   

  	
  Bankers Trust Company.

  	
   

  	
  Space Master International

  	
   

  	
  Ga Cooperative-Fulton County

  	
   

  	
  04/01/2002

  	
   

  	
  060-2002-04499

  	
   

  	
   

  	
   

  	
  All assets of the Debtor

  
	
  UCC1

  	
   

  	
  Deutsche Bank Trust Company Americas (FKA Bankers
  Trust Company), as Collateral Agent

  	
   

  	
  Space Master International, Inc.

  	
   

  	
  Ga Cooperative-Fulton County

  	
   

  	
  08/20/2003

  	
   

  	
  060-2003-10470

  	
   

  	
   

  	
   

  	
  All assets of the Debtor

  
	
  UCC1

  	
   

  	
  Bankers Trust Company

  	
   

  	
  Truck & Trailer Sales, Inc.

  	
   

  	
  MO-SOS

  	
   

  	
  03/06/2002

  	
   

  	
  20018000380

  	
   

  	
   

  	
   

  	
  In Lieu of filing for file #:181089414 filed on
  7/9/01 with MD SOS. Collateral Description is All assets of the Debtor

  
	
  UCC1

  	
   

  	
  Bankers Trust Company

  	
   

  	
  Truck & Trailer Sales, Inc.

  	
   

  	
  MO-SOS

  	
   

  	
  03/29/2002

  	
   

  	
  20020046418K

  	
   

  	
   

  	
   

  	
  All assets of the Debtor

  
	
  UCC1

  	
   

  	
  Deutsche Bank Trust Company Americas (FKA as Bankers
  Trust Company) as Collateral Agent

  	
   

  	
  Truck & Trailer Sales, Inc.

  	
   

  	
  MO SOS

  	
   

  	
  08/19/2003

  	
   

  	
  20030086517C

  	
   

  	
   

  	
   

  	
  All assets of the Debtor

  
	
  UCC1

  	
   

  	
  Banker Trust Company

  	
   

  	
  Willscot Equipment, LLC

  	
   

  	
  DE SOS

  	
   

  	
  04/01/2002

  	
   

  	
  20822399

  	
   

  	
   

  	
   

  	
  All assets of Debtor

  
	
  UCC1

  	
   

  	
  Deutsche Bank Trust Company Americas (FKA Bankers
  Trust Company), as Collateral Agent

  	
   

  	
  Willscot Equipment LLC

  	
   

  	
  DE SOS

  	
   

  	
  08/19/2002

  	
   

  	
  32159062

  	
   

  	
   

  	
   

  	
  All assets of Debtor

  



 


3





















 


	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File #

  	
   

  	
  Description

  
	
  UCC1

  	
   

  	
  BT Commercial Corporation

  	
   

  	
  Willscot Equipment, LLC

  	
   

  	
  MO-SOS

  	
   

  	
  07/05/2001

  	
   

  	
  20018000382

  	
   

  	
   

  	
   

  	
  Copy of Attachment was not available

  
	
  UCC1

  	
   

  	
  BT Commercial Corporation

  	
   

  	
  Willscot Equipment, LLC

  	
   

  	
  Wa.-Dept. of Licensing

  	
   

  	
  09/22/1998

  	
   

  	
  98-265-0006

  	
   

  	
   

  	
   

  	
  All assets of the Debtor.

  



 


4





















 


	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File #

  	
   

  	
  Description

  
	
  UCC1

  	
   

  	
  BT Commercial Corp., as Collateral Agent

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Ca. SOS

  	
   

  	
  09/21/1998

  	
   

  	
  9826560503

  	
   

  	
   

  	
   

  	
  All assets of the Debtor

  
	
  UCC1

  	
   

  	
  Les Schwab Tire Centers of California, Inc.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Ca. SOS

  	
   

  	
  09/25/2000

  	
   

  	
  0027860609

  	
   

  	
   

  	
   

  	
  Contractual Security agreement in all present &
  future products & goods & proceeds thereof, purchased by
  debtor from SP

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Ca. SOS

  	
   

  	
  07/07/2001

  	
   

  	
  0116560035

  	
   

  	
   

  	
   

  	
  Caterpillar GPL40LP Lift Truck S/N: T20C60550 &
  Substitutions, replacements, additions & accessions

  
	
  UCC1

  	
   

  	
  Wells Fargo Financial Leasing

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Ca. SOS

  	
   

  	
  05/12/2004

  	
   

  	
  041460597

  	
   

  	
   

  	
   

  	
  2 Rod Print Engine W. Controller &
  Integrated Stacker

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Co SOS

  	
   

  	
  08/04/2000

  	
   

  	
  20002070900

  	
   

  	
   

  	
   

  	
  Caterpillar GPL40LP Lift Truck S/N: T20C60615 &
  Substitutions, replacements, additions & accessions

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File #

  	
   

  	
  Description

  



 


 


5





















 


	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File #

  	
   

  	
  Description

  
	
  UCC1

  	
   

  	
  Bankers Trust Company

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  De SOS

  	
   

  	
  04/01/2002

  	
   

  	
  20822308

  	
   

  	
   

  	
   

  	
  All assets of the debtor

  
	
  UCC1

  	
   

  	
  Great America Leasing Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Ga- Cooperative Authority-Gwinnett County

  	
   

  	
  06/19/2000

  	
   

  	
  067-2000-006690

  	
   

  	
   

  	
   

  	
  Various copier Fax systems covered under Lease Agrmt

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Ga-Cooperative Authority-Gwinnett County

  	
   

  	
  05/15/2001

  	
   

  	
  007-2001-004899

  	
   

  	
   

  	
   

  	
  One Eagle Pitcher R80 Lift Truck S/N: 49A03877 and
  substitutions, replacements, additions & accessions

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  07/31/2000

  	
   

  	
  181054244

  	
   

  	
   

  	
   

  	
  Caterpillar DP100D Lift Truck S/N:3DP00261 &
  Substitutions, replacements, additions & accessions

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  07/31/2000

  	
   

  	
  181054245

  	
   

  	
   

  	
   

  	
  Caterpillar DP70D Lift Truck S/N:T20C60615 &
  Substitutions, replacements, additions & accessions

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  07/31/2000

  	
   

  	
  181054282

  	
   

  	
   

  	
   

  	
  Caterpillar DP100D Lift Truck S/N:3DP00263 &
  Substitutions, replacements, additions & accessions

  



 


6





















 


	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File #

  	
   

  	
  Description

  	
   

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  07/31/2000

  	
   

  	
  181054354

  	
   

  	
   

  	
   

  	
  Caterpillar DP100D Lift Truck S/N:3DP00264 &
  Substitutions, replacements, additions & accessions

  	
   

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  07/31/2000

  	
   

  	
  181054514

  	
   

  	
   

  	
   

  	
  Caterpillar DP100D Lift Truck S/N:3DP00262 &
  Substitutions, replacements, additions & accessions

  	
   

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  07/31/2000

  	
   

  	
  1810254721

  	
   

  	
   

  	
   

  	
  Caterpillar DP100D Lift Truck S/N:3DP00266 &
  Substitutions, replacements, additions & accessions

  	
   

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  08/30/2000

  	
   

  	
  181057570

  	
   

  	
   

  	
   

  	
  Caterpillar DP100D Lift Truck S/N:3DP00277 &
  Substitutions, replacements, additions & accessions

  	
   

  
	
  UCC1

  	
   

  	
  Toyota Motor Credit Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  10/26/2000

  	
   

  	
  181063359

  	
   

  	
   

  	
   

  	
  One New Toyota Forklift/61142 Model:7FGU30 189"
  FAS Mast Sidesheshifter, Solid Pneumatics

  	
   

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  02/16/2001

  	
   

  	
  181074286

  	
   

  	
   

  	
   

  	
  Caterpillar DP100D Lift Truck S/N:3DP00281 &
  Substitutions, replacements, additions & accessions

  	
   

  



 


7





















 


	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File #

  	
   

  	
  Description

  	
   

  
	
  UCC1

  	
   

  	
  Toyota Motor Credit Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  04/02/2001

  	
   

  	
  181078752

  	
   

  	
   

  	
   

  	
  One New Toyota Forklift Model:7FGU45 Serial: 60028
  Sidesheshifter, 60" forks, Solid Pneumatics Tires

  	
   

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  04/10/2001

  	
   

  	
  181079745

  	
   

  	
   

  	
   

  	
  Caterpillar DP70D Lift Truck S/N T20C60550 &
  Substitutions, replacements, additions & accessions

  	
   

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  04/10/2001

  	
   

  	
  18179746

  	
   

  	
   

  	
   

  	
  Caterpillar DP100D Lift Truck S/N:3DP00256 &
  Substitutions, replacements, additions & accessions

  	
   

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  05/07/2001

  	
   

  	
  181082767

  	
   

  	
   

  	
   

  	
  Caterpillar DP100D Lift Truck S/N:3DP00289 &
  Substitutions, replacements, additions & accessions

  	
   

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  05/15/2001

  	
   

  	
  181083686

  	
   

  	
   

  	
   

  	
  Caterpillar DP90-D Lift Truck S/N:T32B50064 &
  Substitutions, replacements, additions & accessions

  	
   

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  05/15/2001

  	
   

  	
  181083832

  	
   

  	
   

  	
   

  	
  One Pitcher R Lift Truck S/N:49A03877A &
  Substations, Replacements, Additions & Accessions

  	
   

  



 


8





















 


	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File #

  	
   

  	
  Description

  	
   

  
	
  UCC3

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  09/28/2001

  	
   

  	
  181083832

  	
   

  	
   

  	
   

  	
  Amendment-Change serial number to read as 49A03877

  	
   

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  05/24/2001

  	
   

  	
  181084675

  	
   

  	
   

  	
   

  	
  Caterpillar GPL40LP Lift Truck S/N:2CM00223 &
  Substitutions, replacements, additions & accessions

  	
   

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  05/24/2001

  	
   

  	
  181084827

  	
   

  	
   

  	
   

  	
  One Wiggins WD 15.54 Lift Truck S/N:WLC012029 &
  Substitutions, Replacements, Additions & Accessions

  	
   

  
	
  UCC1

  	
   

  	
  Tatonka Capital Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  07/12/2001

  	
   

  	
  181089711

  	
   

  	
   

  	
   

  	
  Relocateable building consisting of (12) 24'x64'
  modular offices made up of (24) 12' x 64' units & all rights &
  interests of WSI

  	
   

  
	
  UCC3

  	
   

  	
  Tatonka Capital Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  08/15/2001

  	
   

  	
  181089711

  	
   

  	
   

  	
   

  	
  Assignment of collateral to Desert Community Bank

  	
   

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  07/27/2001

  	
   

  	
  181090980

  	
   

  	
   

  	
   

  	
  One Eagle Pitcher RT80 Lift Truck S/N:4RT01218 &
  Substitutions, Replacements, Additions & Accessions

  	
   

  



 


9





















 


	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File #

  	
   

  	
  Description

  	
   

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  07/27/2001

  	
   

  	
  181092250

  	
   

  	
   

  	
   

  	
  Caterpillar DP100D Lift Truck S/N:3DP00328 &
  Substitutions, replacements, additions & accessions

  	
   

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  08/08/2001

  	
   

  	
  181092251

  	
   

  	
   

  	
   

  	
  One Wiggins WD 15.54 Lift Truck S/N:WLC012029 &
  Substitutions, Replacements, Additions & Accessions

  	
   

  
	
  UCC1

  	
   

  	
  Kansas State Bank of Manhattan

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  08/31/2001

  	
   

  	
  181094612

  	
   

  	
   

  	
   

  	
  One Refurbished 1992 Kalmar DC-12 Forklift S/N
  T330122759 & 3 refurbished Taylor Forklifts, 1994 Taylor Forklift,
  S/N S-H5-2268687, 1993 Taylor Forklift, S/N

  S-H5-21946 & 1992 Taylor Forklift, S/N

  S-H5-21454

  	
   

  
	
  UCC3

  	
   

  	
  Kansas State Bank of Manhattan

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  02/20/2002

  	
   

  	
  181094612

  	
   

  	
   

  	
   

  	
  Amendment-adding Organizational ID# D00245704

  	
   

  
	
  UCC1

  	
   

  	
  Citicorp Del Lease, Inc. as Agent for Harrison
  Credit Corp.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  10/22/2001

  	
   

  	
  181099143

  	
   

  	
   

  	
   

  	
  1 Used Caterpillar Model #GPL40 Serial #:1CM00876
  Simplex Mast, Sideshifter Equipment Location:936 Oplinger Road, Wescosville,
  Lehigh, Pa 18106

  	
   

  



 


10





















 


	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File #

  	
   

  	
  Description

  	
   

  
	
  UCC1

  	
   

  	
  Citicorp Del lease, Inc. as Agent for Harrison
  Credit Corp.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  11/08/2001

  	
   

  	
  181099143

  	
   

  	
   

  	
   

  	
  1 Used Caterpillar Model #GPL40 Serial #:2CM00200
  Simplex Mast, Sideshifter Equipment Location:710 East Club Boulevard, Durham
  NC 27704

  	
   

  
	
  UCC1

  	
   

  	
  Citicorp Del lease, Inc. as Agent for Harrison
  Credit Corp.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  11/08/2001

  	
   

  	
  181101071

  	
   

  	
   

  	
   

  	
  1 Used Caterpillar Model #GPL40 Serial #:2CM00220
  Simplex Mast, Sideshifter Equipment Location:9400 Galena Street, Riverside,
  Ca. 92509

  	
   

  
	
  UCC1

  	
   

  	
  Citicorp Del lease, Inc. as Agent for Harrison
  Credit Corp.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  11/08/2001

  	
   

  	
  181101071

  	
   

  	
   

  	
   

  	
  1 Used Caterpillar Model #GPL40 Serial #:1CM00576
  Simplex Mast, Sideshifter Equipment Location:11811 Greenstone Avenue, Santa
  Fe Springs, Los Angeles Ca 90670

  	
   

  
	
  UCC1

  	
   

  	
  Citicorp Del lease, Inc. as Agent for Harrison
  Credit Corp.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  11/13/2001

  	
   

  	
  181101407

  	
   

  	
   

  	
   

  	
  1 Used Caterpillar Model #V155C Serial #:8TG00374
  Two Stage Mast, 96" Pallet ForksSideshifter Equipment Location:10
  Industrial Hwy mail Stop 74, Lester, Pa. 19113

  	
   

  



 


11





















 


	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File #

  	
   

  	
  Description

  	
   

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  07/27/2001

  	
   

  	
  181092250

  	
   

  	
   

  	
   

  	
  Caterpillar DP90D Lift Truck S/N:T32B50064 &
  Substitutions, replacements, additions & accessions

  	
   

  
	
  UCC1

  	
   

  	
  Kansas State Bank of Manhattan

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  11/26/2001

  	
   

  	
  181102211

  	
   

  	
   

  	
   

  	
  1 1990 Reconditioned DC 13.6 Forklift S/N
  T34012.1969

  	
   

  
	
  UCC3

  	
   

  	
  Kansas State Bank of Manhattan

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  02/19/2002

  	
   

  	
  181102211

  	
   

  	
   

  	
   

  	
  Amendment-adding Organizational ID# D00245704

  	
   

  
	
  UCC1

  	
   

  	
  Citicorp Del lease, Inc. as Agent for Harrison
  Credit Corp.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  11/26/2001

  	
   

  	
  181102269

  	
   

  	
   

  	
   

  	
  1 Used Caterpillar Model #GPL40 Serial #:1CM00790
  Simplex Mast Sideshifter Equipment Location:800 Professional Place West,
  Chesapeake, Chesapeake (IND City, Va. 23320)

  	
   

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  11/27/2001

  	
   

  	
  181102411

  	
   

  	
   

  	
   

  	
  Caterpillar DP70D Lift Truck S/N:9CP01159 &
  Substitutions, replacements, additions & accessions

  	
   

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  12/12/2001

  	
   

  	
  181103853

  	
   

  	
   

  	
   

  	
  One (1) KD Manitou MA470 Lift Truck S/N 158020 &
  Substitutions, replacements, additions & accessions

  	
   

  



 


12





















 


	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File #

  	
   

  	
  Description

  	
   

  
	
  UCC1

  	
   

  	
  Dell Financial Services, L.P.

  	
   

  	
  Bradley Media Group

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  12/17/2001

  	
   

  	
  181104169

  	
   

  	
   

  	
   

  	
  All computer equipment & peripherals
  (collectively “Equipment”) wherever located under Equip. Lease #003889993-003
  dd. 12/10/2001

  	
   

  
	
  UCC3

  	
   

  	
  Dell Financial Services, LP

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  09/04/2003

  	
   

  	
  181104169

  	
   

  	
   

  	
   

  	
  Amendment-Changed name of Debtor to WSI

  	
   

  
	
  UCC1

  	
   

  	
  Citicorp Del lease, Inc. as Agent for Harrison
  Credit Corp.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  01/29/2002

  	
   

  	
  181108041

  	
   

  	
   

  	
   

  	
  1 New Caterpillar Model #DP100D Serial #3Dpoo347 219",
  AST 96" Forks Equipment Location: 1554 J.P. Hennessey Drive, La Vergne,
  Rutherford, TN 37086

  	
   

  
	
  UCC1

  	
   

  	
  Kansas State Bank of Manhattan

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  02/05/2002

  	
   

  	
  181108667

  	
   

  	
   

  	
   

  	
  One New Caterpillar Model DP45K Forklift S/N
  AT19C80071

  	
   

  



 


13





















 


	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File #

  	
   

  	
  Description

  	
   

  
	
  UCC1

  	
   

  	
  Tatonka Capital Corporation

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  02/20/2002

  	
   

  	
  181110062

  	
   

  	
   

  	
   

  	
  All rights & interests of WSI to all monies
  due or to become due, incl. modifications, revisions & renewals,
  thereof & any & all amendments, to Lease Agrmt dd.
  9/25/2001 btw Denton Regional Medical Center, Inc. & WSI due
  pursuant to Assignment & Specification Agrmt dd. 10/18/2001 btw WSI &
  Tatonka

  	
   

  
	
  UCC1

  	
   

  	
  Kansas State Bank of Manhattan

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  02/20/2002

  	
   

  	
  181110163

  	
   

  	
   

  	
   

  	
  One Wiggins Fork Lift S/N WLC012079 & 1994
  Taylor Forklift S/N S-H5-22687, 1993 Taylor Forklift S/N S-H5-21946, 1992
  Taylor Forklift S/N S-H5-21454

  	
   

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  02/28/2002

  	
   

  	
  181110896

  	
   

  	
   

  	
   

  	
  Caterpillar GP50-G Lift Truck S/N:AT33A50072 &
  Substitutions, replacements, additions & accessions

  	
   

  
	
  UCC1

  	
   

  	
  Bankers Trust Company

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  03/06/2002

  	
   

  	
  181111476

  	
   

  	
   

  	
   

  	
  In lieu of filing for 56 various UCC1 filings.
  Collateral Description: All assets of the Debtor

  	
   

  



 


14





















 


	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File #

  	
   

  	
  Description

  	
   

  
	
  UCC1

  	
   

  	
  BT Commercial Corporation

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  05/03/2002

  	
   

  	
  181111476

  	
   

  	
   

  	
   

  	
  Amendment to correct name of SP from Bankers Trust
  Company

  	
   

  
	
  UCC1

  	
   

  	
  Fleet Business Credit, LLC

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  03/19/2002

  	
   

  	
  181112646

  	
   

  	
   

  	
   

  	
  REF:008-1652414-000 (342566) 1 Konica Copier 7020
  26NE25108 1313 Harding Court Indianapolis IN 46217

  	
   

  
	
  UCC1

  	
   

  	
  Bankers Trust Company

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  03/29/2002

  	
   

  	
  181113792

  	
   

  	
   

  	
   

  	
  All assets of the Debtor

  	
   

  
	
  UCC3

  	
   

  	
  Deutsche Bank Trust Company (FKS Bankers Trust
  Company), as Collateral Agent

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  06/30/2003

  	
   

  	
  181113792

  	
   

  	
   

  	
   

  	
  SP releases all right & interest to
  Equipment Portfolio, inc l. (i) Equip leases, (ii) the equip. shown &
  described on exhibit A of UCC3, (iii) the lease rights as defined in the
  Assignment Agrmt dd. 6/27/2003

  	
   

  



 


15





















 


	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File #

  	
   

  	
  Description

  	
   

  
	
  UCC1

  	
   

  	
  Equipmentlease Corporation

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  04/01/2002

  	
   

  	
  181113954

  	
   

  	
   

  	
   

  	
  Lease #:E427, Schedule #:E427*A*1, Mustang Skid
  Steer, Serial #: 9-134895, Model # 2105/Serial: 801091, Econoline Trailer,
  Lowe Auger Attachment, Serial # 423DPRE4321000947 located at 5002
  Hillsborough Ave., Tampa Fl 33610-4815

  	
   

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  04/03/2002

  	
   

  	
  181114314

  	
   

  	
   

  	
   

  	
  Caterpillar GP40-LP Lift Truck S/N:AT29B50079 &
  Substitutions, replacements, additions & accessions

  	
   

  
	
  UCC1

  	
   

  	
  Equipmentlease Corporation

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  04/11/2002

  	
   

  	
  181115215

  	
   

  	
   

  	
   

  	
  Lease #:E427, Schedule #:E427*A*3, Mustang Skid
  Steer, Serial #:9-134895, Model #2105/Serial: 12135305, MOD.#2105/Serial
  #801087 Translift Model #TL2517, Lowe Auger Attachment, Serial # 8602Z
  located at 801 Jetstream Drive, Orlando, Fl

  32824-7109

  	
   

  



 


16





















 


	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File #

  	
   

  	
  Description

  	
   

  
	
  UCC1

  	
   

  	
  Equipmentlease Corporation

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  04/11/2002

  	
   

  	
  181115618

  	
   

  	
   

  	
   

  	
  Lease #E427, Schedule #:E427*A*3, Translift
  Model #TL2517, Serial #8602Z located at 1400 N.W. 209th Ave., Pembroke Pines,
  FL 33029

  	
   

  
	
  UCC1

  	
   

  	
  All American Investment Group, LLC

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  04/12/2002

  	
   

  	
  181115462

  	
   

  	
   

  	
   

  	
  One (1) 2002 Yale Forklift Model GDP 210DB, S/N
  B876E01521Z

  	
   

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  04/15/2002

  	
   

  	
  181115453

  	
   

  	
   

  	
   

  	
  Caterpillar GP40-LP Lift Truck S/N:AT29B500266 &
  Substitutions, replacements, additions & accessions

  	
   

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  04/03/2002

  	
   

  	
  181114314

  	
   

  	
   

  	
   

  	
  Caterpillar GP40-LP Lift Truck S/N:AT29B50079 &
  Substitutions, replacements, additions & accessions

  	
   

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  04/30/2002

  	
   

  	
  181117071

  	
   

  	
   

  	
   

  	
  Caterpillar DP40-LP Lift Truck S/N:3CM10493n &
  Substitutions, replacements, additions & accessions

  	
   

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  05/02/2002

  	
   

  	
  181117405

  	
   

  	
   

  	
   

  	
  Caterpillar 236 SKID Steer Loader S/N 4YZ04540 &
  Substitutions, replacements, additions & accessions. Total amt. of
  indebtness:$38,410.20

  	
   

  



 


17





















 


	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File #

  	
   

  	
  Description

  	
   

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  08/07/2002

  	
   

  	
  181127370

  	
   

  	
   

  	
   

  	
  Caterpillar GP40k-LP Lift Truck S/N: AT29B00315n &
  Substitutions, replacements, additions & accessions

  	
   

  
	
  UCC1

  	
   

  	
  Prime Business Leasing, Inc.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  12/18/2002

  	
   

  	
  181139067

  	
   

  	
   

  	
   

  	
  1-2003 Wiggings Model #W220Y-108 Triple Mast-218"
  Sideshifting Fork Positione, Location 6 Industry Drive, Waterford, New York,
  12188

  	
   

  
	
  UCC1

  	
   

  	
  Citicorp Del lease, Inc. as Agent for Harrison
  Credit Corp.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  02/06/2003

  	
   

  	
  181143420

  	
   

  	
   

  	
   

  	
  1 New Caterpillar Model #DP100D Serial #:3DP00401
  219" Simplex Mast 96 Forks Sideshifter

  	
   

  
	
  UCC1

  	
   

  	
  Bradford Bank

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  02/12/2003

  	
   

  	
  181143877

  	
   

  	
   

  	
   

  	
  1-1998 Eagle-Picher/Caterpillar Forklift Serial
  #5BB01110, Equip. location 4742 Blountstown Highway Tallahassee, Fl 32304

  	
   

  
	
  UCC1

  	
   

  	
  Citicorp Del Lease, Inc.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  03/24/2003

  	
   

  	
  181147454

  	
   

  	
   

  	
   

  	
  1 Used Caterpillar Model #GP25 Serial #5AM05385-191 “Triple
  Mast, 42” Forks, Sidshifter

  	
   

  
	
  UCC1

  	
   

  	
  Bradford Bank

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  06/02/2003

  	
   

  	
  181155341

  	
   

  	
   

  	
   

  	
  1-2001 Caterpillar Model Gp40KL Triple Mast,
  Sideshifter, Cab 60" Forks, Location: 2780 Route 100, Macungle, Pa.
  18062

  	
   

  



 


18





















 


	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File #

  	
   

  	
  Description

  	
   

  
	
  UCC1

  	
   

  	
  Deutsche Bank Trust Company Americas (FKA Bankers
  Trust Company), as Collateral Agent

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  08/19/2003

  	
   

  	
  181162110

  	
   

  	
   

  	
   

  	
  All assets of the Debtor

  	
   

  
	
  UCC1

  	
   

  	
  Citicorp Del Lease, Inc.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  10/09/2003

  	
   

  	
  181166501

  	
   

  	
   

  	
   

  	
  One Used Caterpillar Model #:DP90 Serial #2DP00173-148"Mast,
  96" Forks, Sideshifter

  	
   

  
	
  UCC1

  	
   

  	
  Dell Financial Services, L.P.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  10/03/2003

  	
   

  	
  181167458

  	
   

  	
   

  	
   

  	
  All computer equipment & peripherals
  (collectively “Equipment”) wherever located under Equip. Lease#006310484-011
  dd.09/26/2003

  	
   

  
	
  UCC1

  	
   

  	
  Dell Financial Services, L.P.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  10/16/2003

  	
   

  	
  181168491

  	
   

  	
   

  	
   

  	
  All computer equipment & peripherals
  (collectively “Equipment”) wherever located under Equip. Lease#006310484-012
  dd.10/09/2003

  	
   

  
	
  UCC1

  	
   

  	
  Dell Financial Services, L.P.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  10/31/2003

  	
   

  	
  181169155

  	
   

  	
   

  	
   

  	
  All computer equipment & periphels
  (collectively “Equipment”) wherever located under Equip. Lease#006310484-013
  dd.10/13/2003

  	
   

  



 


19





















 


	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File #

  	
   

  	
  Description

  	
   

  
	
  UCC1

  	
   

  	
  Dell Financial Services, L.P.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  10/31/2003

  	
   

  	
  181169160

  	
   

  	
   

  	
   

  	
  All computer equipment & periphels
  (collectively “Equipment”) wherever located under Equip. Lease#006310484-014
  dd.10/16/2003

  	
   

  
	
  UCC1

  	
   

  	
  Dell Financial Services, L.P.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  10/31/2003

  	
   

  	
  181169155

  	
   

  	
   

  	
   

  	
  All computer equipment & periphels
  (collectively “Equipment”) wherever located under Equip. Lease#006310484-015
  dd.10/20/2003

  	
   

  
	
  UCC1

  	
   

  	
  Citicorp Del Lease, Inc.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  11/18/2003

  	
   

  	
  181171108

  	
   

  	
   

  	
   

  	
  One Used Caterpillar Model #:DP100 Serial#:3DP00194-210
  MAST, 96" Forks, Sideshifter

  	
   

  
	
  UCC1

  	
   

  	
  Citicorp Del Lease, Inc.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  11/10/2003

  	
   

  	
  181171602

  	
   

  	
   

  	
   

  	
  One Used Caterpillar Model#:GPL40 Serial #: 1CM02478-No
  Specs

  	
   

  
	
  UCC1

  	
   

  	
  Dell Financial Services, L.P.

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  12/03/2003

  	
   

  	
  181172909

  	
   

  	
   

  	
   

  	
  All computer equipment & periphels
  (collectively “Equipment”) wherever located under Equip. Lease#006310484-016
  dd.11/18/2003

  	
   

  



 


20





















 


 


	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File #

  	
   

  	
  Description

  	
   

  
	
  UCC1

  	
   

  	
  Dell Financial Services, L.P.

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  11/24/2003

  	
   

  	
  181172919

  	
   

  	
   

  	
   

  	
  All computer equipment & periphels
  (collectively “Equipment”) wherever located under Equip. Lease#006310484-017
  dd.11/18/2003

  	
   

  
	
  UCC1

  	
   

  	
  Dell Financial Services, L.P.

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  11/24/2003

  	
   

  	
  181172919

  	
   

  	
   

  	
   

  	
  All computer equipment & periphels
  (collectively “Equipment”) wherever located under Equip. Lease#006310484-018
  dd.11/18/2003

  	
   

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  11/25/2003

  	
   

  	
  181173665

  	
   

  	
   

  	
   

  	
  In lieu of filing for file #:101613A dd. 12/08/1998
  filed with SC SOS. Collateral Desc.:1 Caterpillar DP100-D Lift Truck S/N
  3DP00194 & Substitutions, replacements, additions &
  accessions

  	
   

  
	
  UCC1

  	
   

  	
  Dell Financial Services, L.P.

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  12/09/2003

  	
   

  	
  181174532

  	
   

  	
   

  	
   

  	
  All computer equipment & periphels
  (collectively “Equipment”) wherever located under Equip. Lease#006310484-019
  dd.12/04/2003

  	
   

  



 


21





















 


	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File #

  	
   

  	
  Description

  	
   

  
	
  UCC1

  	
   

  	
  Dell Financial Services, L.P.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  12/12/2003

  	
   

  	
  181174968

  	
   

  	
   

  	
   

  	
  All computer equipment & periphels
  (collectively “Equipment”) wherever located under Equip. Lease#006310484-020
  dd.12/08/2003

  	
   

  
	
  UCC1

  	
   

  	
  American Express Business Finance

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  01/07/2004

  	
   

  	
  181175714

  	
   

  	
   

  	
   

  	
  Kyocerta MITA 4035 Digital Copier 960912-990885

  	
   

  
	
  UCC1

  	
   

  	
  Dell Financial Services, L.P.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  01/23/2003

  	
   

  	
  181172001

  	
   

  	
   

  	
   

  	
  All computer equipment & periphels
  (collectively “Equipment”) wherever located under Equip. Lease#006310484-022
  dd.01/08/2004

  	
   

  
	
  UCC1

  	
   

  	
  Dell Financial Services, L.P.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  01/13/2004

  	
   

  	
  181178526

  	
   

  	
   

  	
   

  	
  All computer equipment & periphels
  (collectively “Equipment”) wherever located under Equip. Lease#006310484-0210
  dd.01/08/2004

  	
   

  
	
  UCC1

  	
   

  	
  Dell Financial Services, L.P.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  01/13/2004

  	
   

  	
  181178527

  	
   

  	
   

  	
   

  	
  All computer equipment & periphels
  (collectively “Equipment”) wherever located under Equip. Lease#006310484-023
  dd.01/08/2004

  	
   

  



 


22





















 


	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File #

  	
   

  	
  Description

  	
   

  
	
  UCC1

  	
   

  	
  Dell Financial Services, L.P.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  01/22/2004

  	
   

  	
  181178812

  	
   

  	
   

  	
   

  	
  All computer equipment & periphels
  (collectively “Equipment”) wherever located under Equip. Lease#006310484-024
  dd.01/16/2004

  	
   

  
	
  UCC1

  	
   

  	
  Dell Financial Services, L.P.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  01/22/2004

  	
   

  	
  181179071

  	
   

  	
   

  	
   

  	
  All computer equipment & periphels
  (collectively “Equipment”) wherever located under Equip. Lease#006310484-025
  dd.01/16/2004

  	
   

  
	
  UCC1

  	
   

  	
  Dell Financial Services, L.P.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  01/29/2004

  	
   

  	
  181179386

  	
   

  	
   

  	
   

  	
  All computer equipment & periphels
  (collectively “Equipment”) wherever located under Equip. Lease#006310484-026
  dd.01/26/2004

  	
   

  
	
  UCC1

  	
   

  	
  Dell Financial Services, L.P.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  02/09/2004

  	
   

  	
  181179681

  	
   

  	
   

  	
   

  	
  All computer equipment & periphels
  (collectively “Equipment”) wherever located under Equip. Lease#006310484-028
  dd.01/29/2004

  	
   

  
	
  UCC1

  	
   

  	
  Dell Financial Services, L.P.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  02/02/2004

  	
   

  	
  181179905

  	
   

  	
   

  	
   

  	
  All computer equipment & periphels
  (collectively “Equipment”) wherever located under Equip. Lease#006310484-027
  dd.01/29/2004

  	
   

  



 


23





















 


	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File #

  	
   

  	
  Description

  	
   

  
	
  UCC1

  	
   

  	
  Dell Financial Services, L.P.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  02/20/2004

  	
   

  	
  181181788

  	
   

  	
   

  	
   

  	
  All computer equipment & periphels
  (collectively “Equipment”) wherever located under Equip. Lease#006310484-031
  dd.02/17/2004

  	
   

  
	
  UCC1

  	
   

  	
  Dell Financial Services, L.P.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  03/01/2004

  	
   

  	
  181181852

  	
   

  	
   

  	
   

  	
  All computer equipment & periphels
  (collectively “Equipment”) wherever located under Equip. Lease#006310484-033
  dd. 02/17/2004

  	
   

  
	
  UCC1

  	
   

  	
  Dell Financial Services, L.P.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  02/20/2004

  	
   

  	
  18118153

  	
   

  	
   

  	
   

  	
  All computer equipment & periphels
  (collectively “Equipment”) wherever located under Equip. Lease#006310484-029
  dd. 02/17/2004

  	
   

  
	
  UCC1

  	
   

  	
  Dell Financial Services, L.P.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  03/01/2004

  	
   

  	
  181181854

  	
   

  	
   

  	
   

  	
  All computer equipment & periphels
  (collectively “Equipment”) wherever located under Equip. Lease#006310484-032
  dd. 02/17/2004

  	
   

  
	
  UCC1

  	
   

  	
  Citicorp Vendor Finance, Inc.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  03/02/2004

  	
   

  	
  181182622

  	
   

  	
   

  	
   

  	
  Kyocera equipment

  	
   

  



 


24





















 


	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File #

  	
   

  	
  Description

  	
   

  
	
  UCC1

  	
   

  	
  De Lage Landen Financial Services, Inc.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  03/22/2004

  	
   

  	
  181185075

  	
   

  	
   

  	
   

  	
  1 Toyota 7FGAU50 60473 including all components,
  additions, upgrades, attachments, accessions, substitutions, replacements &
  proceeds of the foregoing

  	
   

  
	
  UCC1

  	
   

  	
  De Lage Landen Financial Services, Inc.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  04/07/2004

  	
   

  	
  181186891

  	
   

  	
   

  	
   

  	
  1 Hyster Model H360HD-EC; S/N:E019E0234B

  	
   

  
	
  UCC1

  	
   

  	
  De Lage Landen Financial Services, Inc.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  04/13/2004

  	
   

  	
  181187442

  	
   

  	
   

  	
   

  	
  1 Hyster H360HD, E019E02134B, including all
  components, additions, upgrades, attachments, accessions, substitutions,
  replacements & proceeds of the foregoing

  	
   

  
	
  UCC1

  	
   

  	
  Citicorp Leasing, Inc.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  05/10/2004

  	
   

  	
  181190610

  	
   

  	
   

  	
   

  	
  1 New Caterpillar Model #GP40KLP Serial #AT29C50050-159”
  Mast & Sideshifter

  	
   

  
	
  UCC1

  	
   

  	
  De Lage Landen Financial Services, Inc.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  10/15/2004

  	
   

  	
  181208046

  	
   

  	
   

  	
   

  	
  1 MAHA R80-10K 5BB01159, including all components,
  additions, upgrades, attachments, accessions, substitutions, replacements &
  proceeds of the foregoing

  	
   

  



 


25





















 


	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File #

  	
   

  	
  Description

  	
   

  
	
  UCC1

  	
   

  	
  Union Bank

  	
   

  	
  Williams Scotsman Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  11/17/2004

  	
   

  	
  181211231

  	
   

  	
   

  	
   

  	
  LSE#2100029 IR2200 KFH04533

  	
   

  
	
  UCC1

  	
   

  	
  De Lage Landen Financial Services, Inc.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  12/20/2004

  	
   

  	
  181214598

  	
   

  	
   

  	
   

  	
  1 Caterpillar DP100-D 3DP10125, including all
  components, additions, upgrades, attachments, accessions, substitutions, replacements &
  proceeds of the foregoing

  	
   

  
	
  UCC1

  	
   

  	
  NMHG Financial Services, Inc.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  01/20/2005

  	
   

  	
  181217600

  	
   

  	
   

  	
   

  	
  All equipment now hereafter leased by Lessor to
  Lessee; and all accessions, additions, replacements, and substitutions
  thereto & therefore & all proceeds incl. insurance proceeds

  	
   

  
	
  UCC1

  	
   

  	
  De Lage Landen Financial Services, Inc.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  02/16/2005

  	
   

  	
  181220438

  	
   

  	
   

  	
   

  	
  1 CAT GP50K-LP AT33B50061, including all components,
  additions, upgrades, attachments, accessions, substitutions, replacement &
  proceeds of the foregoing

  	
   

  



 


26





















 


	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File #

  	
   

  	
  Description

  	
   

  
	
  UCC1

  	
   

  	
  Gelco Corporation DBA GE Fleet Services

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  02/17/2005

  	
   

  	
  181220837

  	
   

  	
   

  	
   

  	
  Intl’ Model 4200, 11FT Knapheide Premium Grade
  Utility Body, GE Unit #2005009 VIN #1 HTMLAFK76H204038, including all
  components, additions, upgrades, attachments, accessions, substitutions,
  replacement & proceeds of the foregoing

  	
   

  
	
  UCC1

  	
   

  	
  Wells Fargo Financial Leasing

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  03/04/2005

  	
   

  	
  181222135

  	
   

  	
   

  	
   

  	
  1 Konica Minolta 7228 Digital Copier System with Peripherals
  S/N: 27ME02056

  	
   

  
	
  UCC1

  	
   

  	
  Gelco Corporation DBA GE Fleet Services

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  03/28/2005

  	
   

  	
  181224514

  	
   

  	
   

  	
   

  	
  Intl’ Model 4300, 21FT 10 Ton Steel Kodiak hauler
  with 4000 Lbs Independent Hydraulic Wheel Lift GE Unit#2005006 VIN
  #1HTMMAAN35H1 10607, including all components, additions, upgrades,
  attachments, accessions, substitutions, replacement & proceeds of
  the foregoing

  	
   

  



 


27





















 


	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File #

  	
   

  	
  Description

  	
   

  
	
  UCC1

  	
   

  	
  Gelco Corporation DBA GE Fleet Services

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  05/04/2005

  	
   

  	
  181229009

  	
   

  	
   

  	
   

  	
  Intl’ Model 4300, 21FT Century Steel 2 Car Carrier
  with Wheel Lift GE Unit#2005011 VIN# 1HTMMAAL55H133482, including all
  components, additions, upgrades, attachments, accessions, substitutions,
  replacement & proceeds of the foregoing

  	
   

  
	
  UCC1

  	
   

  	
  Bradford Bank

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Md.-Dept. of Assessments & Taxation

  	
   

  	
  05/09/2005

  	
   

  	
  181229374

  	
   

  	
   

  	
   

  	
  1 Model DP100 Caterpillar Forklift, S/N: 3dp00251
  (Used) Location: 2829 South Chestnut Avenue, Fresno, Ca. 93725-2211

  	
   

  
	
  UCC1

  	
   

  	
  BT Commercial Corporation

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  MO SOS

  	
   

  	
  07/05/2001

  	
   

  	
  20018000376

  	
   

  	
   

  	
   

  	
  All assets of the Debtor

  	
   

  
	
  UCC1

  	
   

  	
  Ford Motor Credit Company

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  MO SOS

  	
   

  	
  01/11/2005

  	
   

  	
  20050005481G

  	
   

  	
   

  	
   

  	
  Kranz Service Body VIN#1 FDAX56P05EB32022

  	
   

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  NJ Dept. Treasury Commercial Recording

  	
   

  	
  12/08/2000

  	
   

  	
  2017292

  	
   

  	
   

  	
   

  	
  1 CAT SSL Model 246, S/N 55Z01796

  	
   

  



 


28





















 


	
  Filing

  	
   

  	
  Secured Party

  Name

  	
   

  	
  Debtor Name

  	
   

  	
  Filing

  Jurisdiction

  	
   

  	
  Record

  Date

  	
   

  	
  File #

  	
   

  	
  Related

  UCC-1 File #

  	
   

  	
  Description

  	
   

  
	
  UCC1

  	
   

  	
  Caterpillar Financial Services Corporation

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Oklahoma County-OK

  	
   

  	
  08/29/2000

  	
   

  	
  0046840

  	
   

  	
   

  	
   

  	
  1 Caterpillar DP100-D 3DP00261, including all
  components, additions, upgrades, attachments, accessions, substitutions,
  replacements & proceeds of the foregoing

  	
   

  
	
  UCC1

  	
   

  	
  BT Commercial Corporation, as Agent

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Wa-Dept. of Licensing

  	
   

  	
  02/01/2001

  	
   

  	
  2001-032-051

  	
   

  	
   

  	
   

  	
  All assets of the Debtor

  	
   

  
	
  UCC1

  	
   

  	
  Les Scwab Tire Center of WA, Inc.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Wa-Dept. of Licensing

  	
   

  	
  03/21/2002

  	
   

  	
  2002-088-5479-9

  	
   

  	
   

  	
   

  	
  Contractual Security Agrmt in all present &
  future products & goods & proceeds thereof, purchased by
  Debtor from SP incl. but not limited to: all new, used, & recapped
  tires; all new & used wheels; and all batteries & related
  products

  	
   

  
	
  UCC1

  	
   

  	
  De Lage Financial Services, Inc.

  	
   

  	
  Williams Scotsman, Inc.

  	
   

  	
  Wa-Dept. of Licensing

  	
   

  	
  10/07/2002

  	
   

  	
  2002-282-7438-6

  	
   

  	
   

  	
   

  	
  K&E 6806-2 L0001268, including all components,
  additions, upgrades, attachments, accessions, substitutions, replacements &
  proceeds of the foregoing

  	
   

  



 


29





















 


SCHEDULE XIV


CANADIAN LIENS


 


British Columbia


 


	
  Registration No.

  	
   

  	
  Debtor

  	
   

  	
  Secured Party

  	
   

  	
  Collateral

  
	
  214559B as amended by 431604C

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Collateral Agent

  	
   

  	
  All present and after-acquired personal property of
  the debtor, excluding consumer goods.

  
	
  294542A, as amended by 214462B and 431601C

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Collateral Agent

  	
   

  	
  All present and after-acquired personal property of
  the debtor, excluding consumer goods.

  
	
  431563C

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Collateral Agent

  	
   

  	
  All present and after-acquired personal property of
  the debtor, excluding consumer goods.

  



 


 


Alberta


 


	
  Registration No.

  	
   

  	
  Debtor

  	
   

  	
  Secured Party

  	
   

  	
  Collateral

  
	
  01090516889

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Caterpillar Financial Services Limited

  	
   

  	
  1996 Caterpillar R80 4WD and all proceeds therefrom

  
	
  01101223426

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Caterpillar Financial Services Limited

  	
   

  	
  2001 Cat Eagle Picher RT80-4WD and all proceeds
  therefrom

  
	
  02032214369, as amended by 03081428546, 05062410708
  and 05062826143

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Collateral Agent

  	
   

  	
  All present and after-acquired personal property of
  the debtor. Proceeds: chattel paper, documents of title, goods, instruments,
  intangibles, money and securities.

  
	
  02032214443 as amended by 03081428611, 05062410724
  and 05062826176

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Collateral Agent

  	
   

  	
  Land charge

  
	
  03081428736 as amended by 05062410732 and
  05062826200

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Collateral Agent

  	
   

  	
  All present and after-acquired personal property of
  the debtor Proceeds: goods, chattel paper, securities documents of title,
  instruments, money and intangibles.

  



 





















 


	
  03081428801 as amended by 05062410773

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Collateral Agent

  	
   

  	
  Land charge

  
	
  05062410641 as amended by 05062826242

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Collateral Agent

  	
   

  	
  All present and after-acquired personal property of
  the debtor Proceeds: goods, chattel paper, securities documents of title,
  instruments, money and intangibles.

  
	
  05062803068 as amended by
  05062826267

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Collateral Agent

  	
   

  	
  Land charge

  



 


 


Saskatchewan


 


	
  Registration No.

  	
   

  	
  Debtor

  	
   

  	
  Secured Party

  	
   

  	
  Collateral

  
	
  117819526

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Administrative Agent

  	
   

  	
  All present and after-acquired personal property of
  the debtor

  
	
  119826155

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Administrative Agent

  	
   

  	
  All present and after-acquired personal property of
  the debtor

  
	
  122224184

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Administrative Agent

  	
   

  	
  All present and after-acquired personal property of
  the debtor

  



 


 


Manitoba


 


	
  Registration No.

  	
   

  	
  Debtor

  	
   

  	
  Secured Party

  	
   

  	
  Collateral

  
	
  200205924506 as
  amended by 200317069714, 200511226111 and 200511232413

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Collateral Agent

  	
   

  	
  The security interest is taken in all of the
  debtor’s present and after-acquired personal property

  



 





















 


	
  200317212703, as amended by 200511225719 and
  200511231719

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Collateral Agent

  	
   

  	
  The security interest is taken in all of the
  debtor’s present and after-acquired personal property

  
	
  200510460501, as amended by
  200511226910 and 200511232812

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Collateral Agent

  	
   

  	
  The security interest is taken in all of the
  debtor’s present and after-acquired personal property

  



 


 


Quebec


 


	
  Registration No.

  	
   

  	
  Debtor

  	
   

  	
  Secured Party

  	
   

  	
  Collateral

  
	
  03-0225668-0002

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Deutsche Bank Trust Company Americas to be assigned
  at closing to Bank of America, N.A., as Collateral Agent

  	
   

  	
  All present and future movable property of the
  grantor, tangible or intangible, wherever situate, including, without
  limitation, all of its claims, property in stock, equipment, present and
  future, intellectual property, present and future.

  
	
  05-0371075-001

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Collateral Agent

  	
   

  	
  All present and future movable property of the
  grantor, tangible or intangible, wherever situate, including, without
  limitation, all of its claims, property in stock, equipment, present and
  future, intellectual property, present and future.

  



 





















 


Ontario


 


	
  File No.

  	
   

  	
  Debtor

  	
   

  	
  Secured Party

  	
   

  	
  Collateral

  
	
  616311198

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Administrative Agent

  	
   

  	
  I, E, A, O, MVI

  
	
  087060177

  	
   

  	
  Williams Scotsman of Can Inc.

  	
   

  	
  Ottawa South Truck Centre Ltd.

  	
   

  	
  E, MVI, 1992 Ford CTV

  
	
  897292953

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Administrative Agent

  	
   

  	
  I, E, A, O, MVI

  
	
  881598465

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Administrative Agent

  	
   

  	
  I, E, A, O, MVI

  
	
  877035546

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Caterpillar Financial Services Ltd.

  	
   

  	
  E,O,MVI, 2001 Caterpillar RT80-4WD VIN

  
	
  876224853

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Caterpillar Financial Services Ltd.

  	
   

  	
  E,O,MVI, 1996 Eagle Picher R80 4WD VIN

  



 










 













 


SCHEDULE XV


 


Surety Liens


 


(a)   All the rights of the Borrower in, and
growing in any manner out of, all contracts referred to in the Surety Bonds, or
in, or growing in any manner out of the Surety Bonds; (b) all the rights,
title and interest of the Borrower in and to all machinery, equipment, plant,
tools and materials which are, or may hereafter be, about or upon the site or
sites of any and all of the contractual work referred to in the Surety Bonds,
including materials purchased for or chargeable to any and all contracts
referred to in the bonds, materials which may be in process of construction, in
storage elsewhere, or in transportation to any and all of said sites; (c) all
the rights, title and interest of the Borrower in and to all subcontracts let or
to be let in connection with any and all contracts referred to in the Surety
Bonds, and in and to all surety bonds supporting such subcontracts; (d) all
actions, causes of actions, claims and demands whatsoever which the Borrower
may have or acquire against any subcontractor, laborer or materialman, or any
person furnishing or agreeing to furnish or supply labor, material supplies,
machinery, tools or other equipment in connection with or on account of any and
all contracts referred to in the Surety Bonds; and against any surety or
sureties of any subcontractor, laborer, or materialman; (e) any and all
percentages retained and any and all sums that may be due or hereafter become
due on account of any and all contracts referred to in the Surety Bonds in which
the Borrower has an interest.


 





















 


SCHEDULE XVI


 


Existing
Investments


 


1.               There is a Deferred Compensation Plan
for Executives which provides certain key management with an optional deferred
compensation program.  The funds in this
program total approximately $390,540.70 as of March 31, 2005.  The funds are invested in certain mutual
funds and similar investment vehicles.  The
Borrower retains ownership of these funds until they are distributed to the
respective employees.


 


2.               Schedule XVII is hereby incorporated
by reference.


 


3.               See Schedule IX.


 


4.               Williams Scotsman Europe, S.L. owns 8.5%
of the outstanding equity of Wiron, S.A.


 





















 


SCHEDULE XVII


 


Bank Accounts


 


 


Please see attached.


 





















 


	
  Bank

  	
   

  	
  Purpose

  
	
   

  	
   

  	
   

  
	
  Bank
  of America

  231 S La Salle Street

  Chicago, IL

  	
   

  	
  Disbursement

  Lockbox

  Local Corporate Miscellaneous Deposit Account

  Willscot 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

  Baltimore, MD

  	
   

  	
  Disbursement/Payroll

  
	
   

  	
   

  	
   

  
	
  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 M5H 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

  



 





















 


SCHEDULE XVIII


 


HOLDINGS ARTICLE 7
AND 8 COVENANTS


 


Section 7.3 of the Credit Agreement to the
extent relating to Holdings’ (but not the Unrestricted Subsidiaries’) corporate
existence


 


Sections 7.8, 7.9 and 7.17(b) of the
Credit Agreement, in each instance, to the extent relating to obligations and
agreements of Holdings (but not any of the Unrestricted Subsidiaries)
thereunder


 


Sections 8.1 and 8.2 of the Credit Agreement,
in each instance, to the extent relating to equity interests in the Borrower


 





















 


SCHEDULE XIX


 


1.     ExlService Holdings, Inc.
(“EXL”) provides consulting assistance to Holdings and/or some of the
Subsidiaries of Holdings in connection with a Sarbanes-Oxley compliance
program.  EXL was paid $26,000 and
approximately $191,000 in 2004, and the first quarter of 2005, respectively, in
fees and expense reimbursements.


 


2.     Holdings and/or some of the
Subsidiaries of Holdings use services from WESCO International, Inc. (“WESCO”)
relating to plumbing, heating, air conditioning and electrical parts and
supplies in order to maintain their fleet. 
WESCO was paid approximately $1,272,615 and $273,529 in 2004 and the
first quarter of 2005, respectively, for such services.


 


3.     Services Agreement, dated September 1,
2004, between Williams Scotsman, Inc. and Williams Scotsman Europe, S.L.


 


4.     Employment Agreement for
Robert Singer, dated as of March 25, 2005


 


5.     Employment
agreements to be entered into at the time of the Holdings IPO with the
following executive officers:  Gerard
Holthaus, John Donegan and Bill Lebuhn.


 





















 


Schedule XX


 


The obligations of the
Unit Subsidiary with respect to Bank Products (other than Interest Rate
Obligations (as defined in the Subsidiaries Guaranty) and reimbursement
obligations in respect of indemnities and other payments made by the Collateral
Agent (in its capacity as such) under any Collection Account Agreements or
Concentration Account Agreements) may not constitute “Subordinated Guarantor
Senior Indebtedness” under, and as defined in, the Senior Unsecured Notes
Indenture and the Senior Secured Notes Indenture.


 





















 


Schedule XXI


 


Obligations with respect
to Bank Products (other than Interest Rate Obligations (as defined in the
Intercreditor Agreement) and reimbursement obligations in respect of
indemnities and other payments made by the Collateral Agent (in its capacity as
such) under any Collection Account Agreements or Concentration Account
Agreements) may not be within the definition of “First Lien Obligations” as
defined in the Intercreditor Agreement.


 





















 


EXHIBIT A-1


 


FORM OF
TERM NOTE


 


	
  $___________

  	
  New York,
  New York

  



______ __, ____


 


FOR VALUE RECEIVED, WILLIAMS SCOTSMAN, INC.,
a Maryland corporation (the “Borrower”), hereby promises to pay to
__________ or its registered assigns (the “Lender”), in lawful money of
the United States of America in immediately available funds, at the office of
Bank of America, N.A. (the “Administrative Agent”) located at
335 Madison Avenue, New York, New York 10017 on the Maturity Date (as
defined in the Credit Agreement referred to below) the principal sum of
_____________ DOLLARS ($__________) or, if less, the then unpaid principal
amount of all Term Loans (as defined in the Credit Agreement) made by the
Lender pursuant to the Credit Agreement.


 


The Borrower promises also to pay interest on
the unpaid principal amount hereof in like money at said office from the date
hereof until paid at the rates and at the times provided in the Credit
Agreement.


 


This Note is one of the Term Notes referred
to in the Amended and Restated Credit Agreement, dated as of June __,
2005, among Williams Scotsman International, Inc. (formerly known as
Scotsman Holdings, Inc.), the Borrower, the financial institutions from
time to time party thereto, the Administrative Agent, Deutsche Bank Trust Company
Americas, 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 (as amended, restated, modified or supplemented from
time to time, the “Credit  Agreement”) and is entitled to the
benefits thereof and of the other Credit Documents (as defined in the Credit
Agreement).  This Note is secured by the
Collateral Documents (as defined in the Credit Agreement) and is entitled to
the benefits of the Guaranties (as defined in the Credit Agreement).  This Note is subject to voluntary prepayment
and mandatory repayment prior to the Maturity Date, in whole or in part, as
provided in the Credit Agreement, and Term Loans may be converted from one Type
(as defined in the Credit Agreement) into another Type to the extent provided
in the Credit Agreement.


 


In case an Event of Default (as defined in
the Credit Agreement) shall occur and be continuing, the principal of and
accrued interest on this Note may become or be declared to be due and payable
in the manner and with the effect provided in the Credit Agreement.


 


The Borrower hereby waives presentment,
demand, protest or notice of any kind in connection with this Note.


 


 





















 


Exhibit A-1


Page 2


 


THE VALIDITY,
INTERPRETATION AND ENFORCEMENT OF THIS NOTE SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS).


 


	
   

  	
  WILLIAMS SCOTSMAN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 





















 


EXHIBIT A-2


 


 


FORM OF
REVOLVING NOTE


 


	
  $___________

  	
  New York,
  New York

  



______ __, ____


 


FOR VALUE
RECEIVED, WILLIAMS SCOTSMAN, INC., a Maryland corporation (the “Borrower”),
hereby promises to pay to __________ or its registered assigns (the “Lender”),
in lawful money of the United States of America in immediately available funds,
at the office of Bank of America, N.A. (the “Administrative Agent”)
located at 335 Madison Avenue, New York, New York 10017 on the Maturity
Date (as defined in the Credit Agreement referred to below) the principal sum
of _____________ DOLLARS ($__________) or, if less, the then unpaid principal
amount of all Revolving Loans (as defined in the Credit Agreement) made by the
Lender pursuant to the Credit Agreement.


 


The Borrower
promises also to pay interest on the unpaid principal amount hereof in like
money at said office from the date hereof until paid at the rates and at the
times provided in the Credit Agreement.


 


This Note is
one of the Revolving Notes referred to in the Amended and Restated Credit
Agreement, dated as of June __, 2005, among Williams Scotsman
International, Inc. (formerly known as Scotsman Holdings, Inc.), the
Borrower, the financial institutions from time to time party thereto, the
Administrative Agent, Deutsche Bank Trust Company Americas, 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 (as
amended, restated, modified or supplemented from time to time, the “Credit
Agreement”) and is entitled to the benefits thereof and of the other Credit
Documents (as defined in the Credit Agreement). 
This Note is secured by the Collateral Documents (as defined in the
Credit Agreement) and is entitled to the benefits of the Guaranties (as defined
in the Credit Agreement).  This Note is
subject to voluntary prepayment and mandatory repayment prior to the Maturity
Date, in whole or in part, as provided in the Credit Agreement, and Revolving
Loans may be converted from one Type (as defined in the Credit Agreement) into
another Type to the extent provided in the Credit Agreement.


 


In case an
Event of Default (as defined in the Credit Agreement) shall occur and be
continuing, the principal of and accrued interest on this Note may become or be
declared to be due and payable in the manner and with the effect provided in
the Credit Agreement.


 


The Borrower
hereby waives presentment, demand, protest or notice of any kind in connection
with this Note.


 


 





















 


Exhibit A-2


Page 2


 


THE VALIDITY,
INTERPRETATION AND ENFORCEMENT OF THIS NOTE SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS).


 


	
   

  	
  WILLIAMS SCOTSMAN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 





















 


EXHIBIT B-1


 


FORM OF
NOTICE OF BORROWING


 


[DATE]


 


To:                              Bank
of America, N.A., as Administrative Agent


(the “Administrative Agent”) for the
various


financial institutions (the “Lenders”)

party to the Credit Agreement referred to below


335 Madison Avenue 

New York, NY  10017


 


Attention:


 


Ladies and Gentlemen:


 


The undersigned, Williams Scotsman, Inc.
(the “Borrower”), refers to the Amended and Restated Credit Agreement,
dated as of June __, 2005, among Williams Scotsman International, Inc.
(formerly known as Scotsman Holdings, Inc.), the Borrower, the Lenders,
the Administrative Agent, Deutsche Bank Trust Company Americas, 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 (as
further amended, modified or supplemented from time to time, the “Credit
Agreement,” the capitalized terms defined therein being used herein as
therein defined), and hereby gives you irrevocable notice pursuant to Section 2.3
of the Credit Agreement that the undersigned hereby requests a Borrowing of
Revolving Loans under the Credit Agreement, and in that connection sets forth
below the information relating to such Borrowing (the “Proposed Borrowing”)
as required by Section 2.3 of the Credit Agreement:


 


(i)            The aggregate principal amount of
the Proposed Borrowing is $___________.1


 


(ii)           The Business Day of the Proposed
Borrowing is ______________, __.2


 


(iv)          The Proposed Borrowing is to consist
of [Base Rate Loans] [Eurodollar Rate Loans].3


 










1                         Shall
be an amount not less than $1,000,000 in the case of Eurodollar Rate Loans.


 


2                         In
the case of Eurodollar Rate Loans, shall be a Business Day at least three Business
Days after the date hereof.


 


 





















 


Exhibit B-1


Page 2


 


[(v)          The initial Interest Period for the
Proposed Borrowing is [one month] [two months] [three months] [six months]
[nine months] [twelve months].4


 


[(vi)         The proceeds of the proposed Borrowing
are to be deposited in the Disbursement Account.]5


 


The undersigned hereby certifies that the
following statements are true on the date hereof, and will be true on the date
of the Proposed Borrowing:


 


(A)  the
representations and warranties contained in Article 6 of the Credit
Agreement are true and correct in all material respects, before and after
giving effect to the Proposed Borrowing and to the application of the proceeds
thereof, as though made on and as of such date, except to the extent that such
representations and warranties expressly relate solely to an earlier date (in
which case such representations and warranties shall have been true and
accurate on and as of such earlier date); and


 


(B)  no
Default or Event of Default has occurred and is continuing, or would result
from such Proposed Borrowing or from the application of the proceeds thereof.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  WILLIAMS SCOTSMAN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 










3                         Loans incurred prior to the
occurrence of the Syndication Date and maintained as Eurodollar Rate Loans
shall be subject to Section 2.3(a)(v) of the Credit Agreement.  In addition, the right of the Borrower to
choose Eurodollar Rate Loans is subject to Section 4.3(c) of the Credit Agreement.


 


4                         To be included for a Proposed
Borrowing of Eurodollar Rate Loans. 
Interest Periods of nine and twelve months are only available to the
extent approved by all Lenders of the relevant Tranche of Loans to be incurred
pursuant to the Proposed Borrowing.


 


5                         To be included for a Proposed Borrowing
which shall consist of only Revolving Loans maintained as Base Rate Loans for
the purpose of covering the amount of checks presented for payment and other
disbursements from the Disbursement Account pursuant to Section 2.3(b) of the
Credit Agreement.


 


 





















 


EXHIBIT B-2


 


FORM OF
LETTER OF CREDIT REQUEST


 


No. _______________ 
Dated  ______________1


 


To:                              Bank
of America, N.A., as Administrative Agent (the “Administrative Agent”),
and _______, as Issuing Lender (the “Issuing Lender”), under the Amended
and Restated Credit Agreement, dated as of June __, 2005, among Williams
Scotsman International, Inc. (formerly known as Scotsman Holdings, Inc.),
a Delaware corporation, Williams Scotsman, Inc., a Maryland corporation
(the “Borrower”), the financial institutions from time to time party
thereto (the “Lenders”), the Administrative Agent, Deutsche Bank Trust
Company Americas, 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.


 


Ladies and
Gentlemen:


 


Pursuant to Section 3.4
of the Credit Agreement, the undersigned hereby requests that the Issuing
Lender issue a [trade] [standby] Letter of Credit on _____________2
(the “Date of Issuance”) in the aggregate stated amount of [U.S. $]3___________.4


 


For purposes of this
Letter of Credit Request, unless otherwise defined, all capitalized terms used
herein which are defined in the Credit Agreement shall have the respective
meaning provided therein.


 










1                    Date of Letter of Credit Required.


 


2                    Date
of Issuance (at least three Business Days from the date hereof or such shorter
period as may be acceptable to the Issuing Lender).


 


3                    All
Letters of Credit must be denominated in U.S. dollars, except that with the
consent of the Administrative Agent and the respective Issuing Lender, a Letter
of Credit may be denominated in an Alternate Currency (as provided in the
Credit Agreement), in such case, the relevant Alternate Currency should be
specified.


 


4                    Aggregate
initial stated amount of Letter of Credit.


 


 





















 


Exhibit B-2


Page 2


 


The beneficiary of the
requested Letter of Credit will be ______________,5 and such Letter
of Credit will be in support of ______________6 and will have a
stated termination date of _________________.7


 


The undersigned hereby
certifies that:


 


(1)   the
representations and warranties contained in the Credit Documents will be true
and correct in all material respects on and as of the Date of Issuance, except
to the extent that such representations and warranties expressly relate solely
to an earlier date (in which case such representations and warranties shall
have been true and accurate on and as of such earlier date); and


 


(2)   no Default
or Event of Default has occurred and is continuing nor, after giving effect to
the issuance of the Letter of Credit requested hereby, would such a Default or
Event of Default occur.


 


Copies of all
documentation with respect to the supported transaction are attached hereto.


 


	
   

  	
  WILLIAMS SCOTSMAN, INC.

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 










5                    Insert
name and address of beneficiary.


 


6                    Insert
description of supported obligations and name of agreement, if any, or, in the
case of trade Letters of Credit, the commercial transaction, to which it
relates.


 


7                    Insert
last date upon which drafts may be presented (not later than (x) 12 months
after the Date of Issuance in the case of standby Letters of Credit (except
that such Letters of Credit may provide for annual renewal), (y) 180 days after
the Date of Issuance in the case of trade Letters of Credit and (z) ten (or in
the case of trade Letters of Credit, 30) Business Days prior to the Maturity
Date.


 


 





















 


EXHIBIT B-3


 


 


FORM OF
NOTICE OF CONTINUATION


 


[DATE]


 


To:                              Bank
of America, N.A., as 

Administrative Agent

(the “Administrative Agent”) for the various

financial institutions (the “Lenders”) party

to the Credit Agreement referred to below

335 Madison Avenue

New York, New York  10017


 


Attention:


 


Ladies and
Gentlemen:


 


The undersigned, Williams
Scotsman, Inc. (the “Borrower”), refers to the Amended and Restated
Credit Agreement, dated as of June __, 2005, among Williams Scotsman
International, Inc. (formerly known as Scotsman Holdings, Inc.), the
Borrower, the Lenders, the Administrative Agent, Deutsche Bank Trust Company
Americas, 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 (as amended, restated, modified or supplemented from
time to time, the “Credit Agreement”, the terms defined therein being
used herein as therein defined), and hereby gives you irrevocable notice
pursuant to Section 4.3(a) of the Credit Agreement, that the
undersigned hereby elects to maintain the Eurodollar Rate Loan (or portion
thereof) described below as a Eurodollar Rate Loan under the Credit Agreement,
and in that connection sets forth below the information relating to such
Continuation (the “Proposed Continuation”) as required by Section 4.3(a) of
the Credit Agreement:


 


(i)            $[aggregate
principal amount to be continued]1 of the Eurodollar Rate Loan
presently outstanding with an Interest Period expiring on ________ __,
____ is to be continued as a Eurodollar Rate Loan.


 


(ii)           The date of the
Borrowing pursuant to which such Eurodollar Rate Loan was made is ____________,
____ and the Interest Period applicable thereto was [one month] [two months]
[three months] [six months] [nine months] [twelve months].


 


(iii)          The Eurodollar Rate
Loan to be continued as a Eurodollar Rate Loan shall have an Interest Period of
[one month] [two months] [three months] [six months], [nine months] [twelve
months].2


 










1                    Shall
be an amount equal to at least $1,000,000.


 


 





















 


Exhibit B-3


Page 2


 


The undersigned hereby
certifies that on the date hereof, and on the date of the Proposed
Continuation, no Default or Event of Default has occurred and is continuing.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  WILLIAMS SCOTSMAN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 










2               Interest
Periods of nine and twelve months are only available to the extent approved by
all Lenders of the relevant Tranche of Loans to be Continued pursuant to the
Proposed Continuation.


 


 





















 


EXHIBIT B-4


 


FORM OF
NOTICE OF CONVERSION


 


 


[DATE]


 


To:                              Bank
of America, N.A., as

Administrative Agent (the

“Administrative Agent”) for the

various financial institutions (the

“Lenders”) party to the Credit

Agreement referred to below

335 Madison Avenue

New York, New York  10017


 


Attention:


 


Ladies and Gentlemen:


 


The
undersigned, Williams Scotsman, Inc. (the “Borrower”), refers to
the Amended and Restated Credit Agreement, dated as of June __, 2005,
among Williams Scotsman International Inc. (formerly known as Scotsman Holdings, Inc.),
the Borrower, the Lenders, the Administrative Agent, Deutsche Bank Trust
Company Americas, 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 (as amended, restated, modified or
supplemented from time to time, the “Credit Agreement,” the terms
defined therein being used herein as therein defined), and hereby gives you
notice, irrevocably, pursuant to Section 4.3(b) of the Credit
Agreement, that the undersigned hereby requests a conversion of a Loan under
the Credit Agreement, and in that connection sets forth below the information
relating to such Conversion (the “Proposed Conversion”) as required by Section 4.3(b) of
the Credit Agreement:


 


(i)            The Business Day of the Proposed
Conversion is ___________ __, ____.1


 


 










1                    Shall be a
Business Day at least three Business Days, in the case of a Proposed Conversion
into Eurodollar Rate Loans, after the date hereof or at least one Business Day
in the case of a Proposed Conversion into Base Rate Loans; provided that notice
is given by 12:00 Noon New York time.  Conversions
of Eurodollar Rate Loans to Base Rate Loans shall only be made on the last day
of an Interest Period for such Eurodollar Rate Loans.  In addition, prior to the Syndication Date,
Base Rate Loans Converted into Eurodollar Loans shall be subject to the
provisions of Section 2.3(a)(v) of the Credit Agreement.


 





















 


Exhibit B-4


Page 2


 


(ii)           The Loans to be converted are
[Revolving Loans] [Term Loans] in an aggregate principal amount of
$___________.2


 


(iii)          The Loans are, on the date hereof,
maintained as [Base Rate Loans] [Eurodollar Rate Loans].3  The Loans to be converted pursuant to the
Proposed Conversion are to be converted into [Eurodollar Rate] [Base Rate]
Loans.


 


[(iv)         The Loans to be converted into
Eurodollar Rate Loans shall initially have an Interest Period of [one
month][two months][three months][six months][nine months] [twelve months]4


 


The
undersigned hereby certifies that on the date hereof, and on the date of the
Proposed Conversion, no Default or Event of Default has occurred and is
continuing.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  WILLIAMS SCOTSMAN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 










2                    Conversion of
Eurodollar Rate Loans into Base Rate Loans shall be in an aggregate amount not
less than $250,000. Conversion of Base Rate Loans into Eurodollar Rate Loans
shall be in an aggregate amount of not less $1,000,000.


 


3                    Bracketed
language should be modified as appropriate, if any Eurodollar Rate Loans are
being converted, such Loans (and the Interest Period(s) then applicable
thereto) should be specifically described, and each such Interest Period must
end in accordance with its terms on or prior to the Business Day of the
Proposed Conversion specified in preceding clause (i).


 


4                    Insert clause
(iv) in the event the Loan is to be converted into a Eurodollar Rate Loan.


 


 





















 


EXHIBIT C-1


 


(Lockbox - Without Activation)


 


FORM OF DEPOSIT ACCOUNT CONTROL AGREEMENT


 


	
   

  



 


This Agreement is entered into as of June 28,
2005, among Williams Scotsman, Inc. (“WSI”),
Willscot Equpment, LLC, Space Master International, Inc., Truck &
Trailer Sales, Inc., and Evergreen Mobile Company (each a “Company” and,
collectively, the “Companies”), Bank of
America, N.A., as Collateral Agent for various Secured Creditors
(together with any successor collateral agent, “Collateral Agent”), and Bank of America, N.A. (“Bank”) with respect
to the following:


 


A.                                   Bank
has agreed to establish and maintain for the Companies post office
number [        ] the “Lockbox
Address”) and deposit account number [              ] (the “Account”).  Bank performs the services described in Exhibit A,
which includes receiving mail at the Lockbox Address, processing it and
depositing checks and other payment instructions (“Checks”) into the Account
(the “Lockbox Service”).


 


B.                                     The
Companies, Williams Scotsman International, Inc. and Collateral Agent are
parties to an 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 (the “Security Agreement”) pursuant to which the
Companies have assigned to Collateral Agent for the benefit of various Secured
Creditors (as defined in the Security Agreement) a security interest in the
Account and in Checks mailed to the Lockbox Address.


 


C.                                     The
Companies, Collateral Agent and Bank are entering into this Agreement to
evidence Collateral Agent’s security interest in the Account and such Checks
and to provide for the disposition of net proceeds of Checks deposited in the
Account.


 


Accordingly,
the Companies, Collateral Agent and Bank agree as follows:


 


1.                                       (a)                                  This Agreement evidences Collateral Agent’s
control over the Account. Notwithstanding anything to the contrary in the
agreement between Bank and the Companies governing the Account, Bank will
comply with instructions originated by Collateral Agent as set forth herein
directing the disposition of funds in the Account without further consent of
any of the Companies.


 


(b)                                 Each
Company represents and warrants to Collateral Agent and Bank that it has not
assigned or granted a security interest in the Account or any Check deposited
in the Account, except to Collateral Agent.


 


(c)                                  No
Company will permit the Account to become subject to any other pledge,
assignment, lien, charge or encumbrance of any kind, other than Collateral
Agent’s security interest referred to herein.


 


2.                                       Bank shall prevent Companies from making any
withdrawals from the Account.  Collateral
Agent and each Company instruct the Bank to initiate a standing daily transfer
of the previous day’s end-of-day ledger balance (deposits intact) in the
Account to Collateral Agent at its account specified below (the “Collateral Agent Account”):


 


Bank Name: Fleet National Bank


ABA No.: 011900571


 


 





















 


 


Account Name: Fleet Capital Corporation


Account No.: 9369337536


 


and Bank shall
comply with such instruction within a reasonable period of time following the
effective date of this Agreement, and continuing on each Business Day
thereafter.  A “Business Day” is each day
except Saturdays, Sundays and Bank holidays. 
Funds are not available if, in the reasonable determination of Bank,
they are subject to a hold, dispute or legal process preventing their
withdrawal.


 


3.                                       Bank agrees it shall not offset, charge, deduct or
otherwise withdraw funds from the Account, except as permitted by Section 4,
until it has been advised in writing by Collateral Agent that all of the
Companies’ obligations that are secured by the Checks and the Account are paid
in full.  Collateral Agent shall notify
Bank promptly in writing upon payment in full of the Companies’ obligations.


 


4.                                       Bank is permitted to charge the Account:


 


(a)                                  for
its fees and charges relating to the Account or associated with the Lockbox
Service and this Agreement; and


 


(b)                                 in
the event any Checks deposited into the Account is returned unpaid for any
reason or for any breach of warranty claim and,


 


(c)                                  for
any account adjustments as it relates to encoding errors or other adjustments
as a result of customary banking practices.


 


5.                                       (a)                                  If the balances in the Account are not sufficient
to compensate Bank for any fees, account adjustments or charges due Bank in
connection with the Account, the Lockbox Service or this Agreement, the
Companies agree to pay Bank on demand the amount due Bank.  The Companies will have breached this
Agreement if it has not paid Bank, within 10 Business Days after such demand,
the amount due Bank.


 


(b)                                 If
the balances in the Account are not sufficient to compensate Bank for any
account adjustment as described in Section 4 or returned Checks, the
Companies agree to pay Bank on demand the amount due Bank. If the Companies
fail to so pay Bank immediately upon demand, Collateral Agent agrees to pay
Bank within 10 Business Days after Bank’s demand to Collateral Agent to pay any
amount received by Collateral Agent with respect to such returned Checks or
account adjustments. The failure to so pay Bank shall constitute a breach of
this Agreement.


 


(c)                                  Each
of the Companies hereby authorizes Bank, without prior notice, from time to
time to debit any other account any of the Companies may have with Bank for the
amount or amounts due Bank under subsection 5(a) or 5(b).


 


6.                                       (a)                                  Each Business Day, Bank will send any Checks not
processed in accordance with the Lockbox Service set-up documents as well as
any other materials, such as invoices, received at the Lockbox Address plus
information regarding the deposit for the day to the address specified below
for the Companies or as otherwise specified in writing by WSI to Bank.


 


(b)                                 In
addition to the original Bank statement provided to WSI, Bank will provide Collateral
Agent with a duplicate of such statement.


 


7.                                       (a)                                  Bank will not be liable to any of the Companies or
Collateral Agent for any expense, claim, loss, damage or cost (“Damages”)
arising out of or relating to its performance under this


 


 


2





















 


Agreement other than those
Damages which result directly from its acts or omissions constituting gross
negligence or intentional misconduct.


 


(b)                                 In
no event will Bank be liable for any special, indirect, exemplary or
consequential damages, including but not limited to lost profits.


 


(c)                                  Bank
will be excused from failing to act or delay in acting, and no such failure or
delay shall constitute a breach of this Agreement or otherwise give rise to any
liability of Bank, if (i) such failure or delay is caused by circumstances
beyond Bank’s reasonable control, including but not limited to legal
constraint, emergency conditions, action or inaction of governmental, civil or
military authority, fire, strike, lockout or other labor dispute, war, riot,
theft, flood, earthquake or other natural disaster, breakdown of public or
private or common carrier communications or transmission facilities, equipment
failure, or negligence or default of any of the Companies or Collateral Agent
or (ii) such failure or delay resulted from Bank’s reasonable belief that
the action would have violated any guideline, rule or regulation of any
governmental authority.


 


(d)                                 Bank
may rely on notices and communications it believes in good faith to be genuine
and given by the appropriate party.


 


(e)                                  Notwithstanding
any of the other provisions in this Agreement, in the event of the commencement
of a case pursuant to Title 11, United States Code, filed by or against any of
the Companies, or in the event of the commencement of any similar case under
then applicable federal or state law providing for the relief of debtors or the
protection of creditors by or against any of the Companies, Bank may act as
Bank deems necessary to comply with all applicable provisions of governing
statutes and shall not be in violation of this Agreement as a result.


 


(f)                                    Bank
shall be permitted to comply with any writ, levy order or other similar
judicial or regulatory order or process concerning the Lockbox Address, the
Account or any Check and shall not be in violation of this Agreement for so
doing.


 


8.                                       The Companies on the one hand shall jointly and
severally indemnify Bank and Collateral Agent on the other hand shall severally
indemnify Bank against, and hold it harmless from, any and all liabilities,
claims, costs, expenses and damages of any nature (including but not limited to
Bank’s allocated costs of staff counsel, other reasonable attorney’s fees and
any fees and expenses) in any way arising out of or relating to disputes or
legal actions concerning Bank’s provision of the services described in this
Agreement. This section does not apply to any cost or damage attributable
to the gross negligence or intentional misconduct of Bank.  Each of the Companies’ and Collateral Agent’s
obligations under this section shall survive termination of this
Agreement.


 


9.                                       The Companies on the one hand shall jointly and
severally pay to Bank and Collateral Agent on the other hand shall severally
pay to Bank, upon receipt of Bank’s invoice, all reasonable costs, expenses and
attorneys’ fees (including reasonable allocated costs for in-house legal
services) incurred by Bank in connection with the enforcement of this Agreement
and any instrument or agreement required hereunder, including but not limited
to any such costs, expenses and fees arising out of the resolution of any
conflict, dispute, motion regarding entitlement to rights or rights of action,
or other action to enforce Bank’s rights in a case arising under Title 11,
United States Code.  The Companies
jointly and severally agree to pay Bank, upon receipt of Bank’s invoice, all
reasonable costs, expenses and attorneys’ fees (including reasonable allocated
costs for in-house legal services) incurred by Bank in the preparation and
administration of this Agreement (including any amendments hereto or
instruments or agreements required hereunder).


 


 


3





















 


10.                                 Termination and Assignment of this Agreement shall
be as follows:


 


(a)                                  This
Agreement shall terminate when the Collateral Agent provides notice to WSI and
Bank that all of the Companies’ obligations which are secured by Checks and the
Account are paid in full. Collateral Agent may also terminate or it may assign
this Agreement upon 30 day’s prior written notice to WSI and Bank, provided,
however, that any such assignment shall only be to an affiliate or wholly-owned
subsidiary of Collateral Agent.  Bank may
terminate this Agreement upon 30 days’ prior written notice to WSI and
Collateral Agent.  None of the Companies
may terminate this Agreement or the Lockbox Service except with the written
consent of Collateral Agent and upon prior written notice to Bank.


 


(b)                                 Notwithstanding
subsection 10(a), Bank may terminate this Agreement at any time by written
notice to WSI and Collateral Agent if any of the Companies or Collateral Agent
breaches any of the terms of this Agreement, or any other agreement with Bank.


 


11.                                 (a)                                  Each party represents and warrants to the other
parties that (i) this Agreement constitutes its duly authorized, legal,
valid, binding and enforceable obligation; (ii) the performance of its
obligations under this Agreement and the consummation of the transactions
contemplated hereunder will not (A) constitute or result in a breach of
its certificate or articles of incorporation, by-laws or partnership agreement,
as applicable, or the provisions of any material contract to which it is a
party or by which it is bound or (B) result in the violation of any law,
regulation, judgment, decree or governmental order applicable to it; and (iii) all
approvals and authorizations required to permit the execution, delivery,
performance and consummation of this Agreement and the transactions
contemplated hereunder have been obtained.


 


(b)                                 The
parties each agree that it shall be deemed to make and renew each
representation and warranty in subsection 11(a) on and as of each day
on which Company uses the services set forth in this Agreement.


 


12.                                 (a)                                  This Agreement may be amended only by a writing
signed by WSI on behalf of itself and each of the other Companies, Collateral
Agent and Bank; except that Bank’s charges are subject to change by Bank upon
30 days’ prior written notice to WSI; and provided, however, that the Bank and
Collateral Agent may agree to amend Section 2 of this Agreement to provide
for the transfer of funds in the Account to an account other than the
Collateral Agent’s Account, without the consent of any of the Companies.  This Section shall survive the
termination of this Agreement.


 


(b)                                 This
Agreement may be executed in counterparts; all such counterparts shall
constitute but one and the same agreement.


 


(c)                                  This
Agreement controls in the event of any conflict between this Agreement and any
other document or written or oral statement. 
This Agreement supersedes all prior understandings, writings, proposals,
representations and communications, oral or written, of any party relating to
the subject matter hereof.


 


(d)                                 This
Agreement shall be interpreted in accordance with California law without reference
to that state’s principles of conflicts of law.


 


13.                                 Any written notice or other written communication
to be given under this Agreement shall be addressed to each party at its
address set forth on the signature page of this Agreement or to such other
address as a party may specify in writing. 
Such notice shall be effective upon receipt.


 


4





















 


14.                                 Nothing contained in the Agreement shall create
any agency, fiduciary, joint venture or partnership relationship between Bank
and any of the Companies or Collateral Agent.


 


5





















 


 


In Witness Whereof, the parties hereto have executed this Agreement by
their duly authorized officers as of the day and year first above written.


 


 


Williams
Scotsman, Inc.


 


	
  By:

  	
   

  	
   

  	
  Address for
  notices:

  
	
  Name:

  	
   

  	
   

  	
  8211 Town
  Center Drive

  
	
  Title:

  	
   

  	
   

  	
  Baltimore,
  MD 21236-5904

  
	
   

  	
  Tel:
  410-931-6000

  
	
   

  	
  Fax:
  410-931-6117

  
	
   

  	
   

  
	
   

  	
   

  
	
  Willscot Equipment, LLC

  
	
   

  
	
  By: Williams Scotsman, Inc.

  
	
   

  
	
  By:

  	
   

  	
   

  	
  Address for
  notices:

  
	
  Name:

  	
   

  	
   

  	
  8211 Town
  Center Drive

  
	
  Title:

  	
   

  	
   

  	
  Baltimore,
  MD 21236-5904

  
	
   

  	
   

  
	
   

  	
   

  
	
  Space Master International, Inc.

  
	
   

  
	
  By:

  	
   

  	
   

  	
  Address for
  notices:

  
	
  Name:

  	
   

  	
   

  	
  8211 Town
  Center Drive

  
	
  Title:

  	
   

  	
   

  	
  Baltimore,
  MD 21236-5904

  
	
   

  
	
   

  
	
  Truck & Trailer Sales, Inc.

  
	
   

  
	
  By:

  	
   

  	
   

  	
  Address for
  notices:

  
	
  Name:

  	
   

  	
   

  	
  8211 Town
  Center Drive

  
	
  Title:

  	
   

  	
   

  	
  Baltimore,
  MD 21236-5904

  
	
   

  
	
   

  
	
  Evergreen Mobile Company

  
	
   

  
	
  By:

  	
   

  	
   

  	
  Address for
  notices:

  
	
  Name:

  	
   

  	
   

  	
  8211 Town
  Center Drive

  
	
  Title:

  	
   

  	
   

  	
  Baltimore,
  MD 21236-5904

  
						



 


 


6





















 


	
  Bank of America, N.A., as Collateral Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Address for
  notices:

  
	
  Name:

  	
   

  	
   

  	
  335 Madison
  Avenue

  
	
  Title:

  	
   

  	
   

  	
  New York, NY
  10017

  
	
   

  	
  Attn:
  Business Capital/URGENT

  
	
   

  	
  Tel:
  212-503-7632

  
	
   

  	
  Fax:
  212-503-7330 and,

  
	
   

  	
   

  
	
   

  	
  20800
  Swenson Drive

  
	
   

  	
  Suite 350

  
	
   

  	
  Waukesha, WI
  53187

  
	
   

  	
  Attn: Laura
  Williams

  
	
   

  	
  Tel:
  262-798-4835

  
	
   

  	
  Fax:
  262-798-4882

  
	
   

  	
   

  
	
  Bank of America, N.A. (“Bank”)

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Address for
  notices:

  
	
  Name:

  	
   

  	
   

  	
  600
  Peachtree Street, 10th Flr

  
	
  Title:

  	
   

  	
   

  	
  Atlanta, GA
  30308

  
	
   

  	
  Attn: Elise
  McEachern

  
	
   

  	
  Tel: 404-607-5378

  
	
   

  	
  Fax:
  404-607-6059 and,

  
	
   

  	
   

  
	
   

  	
  600
  Peachtree Street, 10th Flr

  
	
   

  	
  Atlanta, GA
  30308

  
	
   

  	
  Attn: Connie
  Barker

  
	
   

  	
  Tel:
  404-607-5375

  
	
   

  	
  Fax:
  404-607-5482

  
						



 


 


7





















 


EXHIBIT A


TO DEPOSIT ACCOUNT CONTROL AGREEMENT


 


STANDARD TERMS AND CONDITIONS


 


The Lockbox
Service involves processing Checks that are received at a Lockbox Address. With
this Service, each Company instructs its customers to mail checks it wants to
have processed under the Service to the Lockbox Address.  Bank picks up mail at the Lockbox Address
according to its mail pick-up schedule. 
Bank will have unrestricted and exclusive access to the mail directed to
the Lockbox Address.  Bank will provide
each Company with the Lockbox Service for a Lockbox Address when such Company
has completed and Bank has received Bank’s then current set-up documents for
the Lockbox Address.


 


If Bank
receives any mail containing a Company’s lockbox number at Bank’s lockbox
operations location (instead of the Lockbox Address), Bank may handle the mail
as if it had been received at the Lockbox Address.


 


PROCESSING


 


Bank will
handle Checks received at the Lockbox Address according to the applicable
deposit account agreement, as if the Checks were delivered by one of the
Companies to Bank for deposit to the Account, except as modified by these Terms
and Conditions.


 


Bank will open
the envelopes picked up from the Lockbox Address and remove the contents.  For the Lockbox Address, Checks and other
documents contained in the envelopes will be inspected and handled in the
manner specified in the Companies’ set-up documents.  Bank captures and reports information related
to the lockbox processing, where available, if Company has specified this
option in the set-up documents.  Bank will
endorse all Checks Bank processes on a Company’s behalf.


 


If Bank
processes an unsigned check as instructed in the set-up documents, and the
check is paid, but the account owner does not authorize payment, the Companies
agree to indemnify Bank, the drawee bank (which may include Bank) and any
intervening collecting bank for any liability or expense incurred by such
indemnitee due to the payment and collection of the check.


 


If a Company
instructs Bank not to process a check bearing a handwritten or typed notation “Payment
in Full” or words of similar import on the face of the check, each Company
understands that Bank has adopted procedures designed to detect Checks bearing
such notations; however, Bank will not be liable to any of the Companies or any
other party for losses suffered if Bank fails to detect Checks bearing such
notations.


 


RETURNED CHECK


 


Unless the
Companies and Bank agree to another processing procedure, Bank will reclear a
Check once which has been returned and marked “Refer to Maker,” “Not Sufficient
Funds” or “Uncollected Funds.”  If the
Check is returned for any other reason or if the Check is returned a second
time, Bank will debit the Account and return the Check to the applicable
Company.  Each Company agrees that Bank
will not send a returned item notice to a Company for a returned Check unless
such Company and Bank have agreed otherwise.


 


ACCEPTABLE
PAYEES


 


 


8





















 


For the
Lockbox Address, each Company will provide to Bank the names of Acceptable Payees
(“Acceptable Payee” of a Company means such Company’s name and any other payee
name provided to Bank by such Company as an acceptable payee for Checks to be
processed under the Lockbox Service). 
Bank will process a check only if it is made payable to an Acceptable
Payee and if the check is otherwise processable.  Each Company warrants that each Acceptable
Payee is either (i) a variation of a Company’s name or (ii) is an
affiliate of a Company which has authorized Checks payable to it to be credited
to the Account. Bank may treat as an Acceptable Payee any variation of any
Acceptable Payee’s name that Bank deems to be reasonable.


 


CHANGES TO
PROCESSING INSTRUCTIONS


 


A Company may
request Bank orally or in writing to make changes to the processing instructions
(including changes to Acceptable Payees) for any Lockbox Address by contacting
its Bank representative, so long as such changes do not conflict with the terms
of the Deposit Account Control Agreement. Bank will not be obligated to
implement any requested changes until Bank has actually received the requests
and had a reasonable opportunity to act upon them. In making changes, Bank is
entitled to rely on instructions purporting to be from any of the Companies.


 


9





















 


Exhibit C-2


FORM OF
CANADIAN BANK CONTROL AGREEMENT


Agreement (as amended,
modified or supplemented from time to time, this “Agreement”), dated as of l, among l (the “Obligor”),
Bank of America, N.A., not in its individual capacity but solely as Collateral
Agent (the “Collateral Agent”),
and l (the “Deposit
Account Bank”), as the bank with which one or more accounts are
maintained by the Obligor (with all such accounts now or at any time in the
future maintained by the Obligor with the Deposit Account Bank being herein
called the “Deposit  Accounts”).


RECITALS:


(a)                                  the Obligor 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 the same may be further 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 Obligor
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 Obligor in and into, inter
alia, any and all accounts and in all moneys, securities,
instruments and other investments deposited therein from time to time
(collectively, herein called the “Collateral”);
and


(b)                                 the Obligor desires that the Deposit
Account Bank enter into this Agreement in order to provide for the rights of
the parties under this Agreement with respect to its Deposit Accounts;


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:


Section 1                                             Obligor’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 Obligor 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 Obligor may not,
and the Deposit Account Bank agrees that it shall not permit the Obligor 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 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.


Section 2                                             Collateral
Agent’s Right To Give Instructions As To Deposit Accounts.


(1)                                  Notwithstanding the foregoing or any
separate agreement that the Obligor 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 Obligor.  The Obligor 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 Obligor.  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 Obligor 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 Obligor, the instructions from the Collateral Agent
shall prevail.


(2)                                  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 Obligor or any other Person
(as defined in the Security Agreement).


Section 3                                             Obligor’s
Exculpation And Indemnification Of Depository Bank.


 


-2-





















 


The
Obligor 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 dishonours items presented for payment from any
Deposit Account.  The Obligor further
confirms that the Deposit Account Bank shall have no liability to the Obligor
for wrongful dishonour 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 Obligor’s
obligations to the Collateral Agent are in default or whether the Collateral
Agent is entitled, under any separate agreement between the Obligor and the
Collateral Agent, to give any such instructions.  The Obligor 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.


Section 4                                             Subordination
of Security Interests; Deposit Account Bank’s Recourse to Deposit Accounts.


The
Deposit Account Bank hereby subordinates any claims and security interests it
may have against, or with respect to, any Deposit Account at any time
established or maintained with it by the Obligor (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 Obligor 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 Obligor has not separately paid or reimbursed the Deposit Account Bank
therefor.(1)


Section 5                                             Representations,
Warranties and Covenants of Deposit Account Bank.










(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 4.28
of the Security Agreement.


-3-





















 


The
Deposit Account Bank represents and warrants to the Collateral Agent that:


(a)                                  All account agreements in respect 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
Obligor.


(b)                                 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.


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


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


(e)                                  The Deposit Account Bank will promptly
notify the Collateral Agent of each Deposit Account hereafter established by
the Deposit Account Bank for the Obligor (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.


Section 6               Deposit
Account Statements and Information.


The
Deposit Account Bank agrees, and is hereby authorized and instructed by the
Obligor, 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 Obligor and to disclose to
the Collateral Agent all information requested by the Collateral Agent
regarding any Deposit Account.


 


-4-





















 


Section 7                                             Conflicting
Agreements.


This
Agreement shall have control over any conflicting agreement between the Deposit
Account Bank and the Obligor.


Section 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.


Section 9               Notices.


(1)                                  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 telex 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.

  
	
   

  	
  Telephone:

  	
  (212) 503-7632

  
	
   

  	
  Facsimile:

  	
  (212) 503-7330

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  If to the Obligor, at:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  c/o Williams Scotsman,
  Inc.

  	
   

  
	
   

  	
  8211 Town Center Drive

  	
   

  
	
   

  	
  Baltimore, Maryland
  21236-5997

  	
   

  
	
   

  	
  Attention:

  	
  John B. Ross

  
	
   

  	
  Telephone: 

  	
  (410) 931-6000 ext.6105

  
	
   

  	
  Facsimile:

  	
  (410)931-6117

  
				



 


-5-





















 


	
   

  	
   

  	
   

  
	
   

  	
  If to the Deposit Account Bank, at:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  
	
   

  	
  Telephone:

  	
   

  
	
   

  	
  Facsimile:

  	
   

  



 


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


(2)                                  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 telexed 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 telexed or faxed); provided that notices to the
Collateral Agent shall not be effective until actually received by it.


Section 10             Amendment.


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


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


Section 12             Continuing
Obligations.


The
rights and powers granted herein to the Collateral Agent will be affected
neither by any purported revocation by the Obligor of this Agreement or the
rights granted to the Collateral Agent hereunder, or by the bankruptcy,
insolvency, conservatorship or receivership of the Obligor 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


 


-6-





















 


Obligor and Deposit Account Bank hereunder, shall
continue in effect until the security interests of 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.


Section 13             Governing
Law.


This
Agreement shall be governed by and construed in accordance with the laws of the
Province of Ontario.


Section 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]


 


-7-





















 


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


	
   

  	
   

  	
  [OBLIGOR]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: l

  
	
   

  	
   

  	
   

  	
  Title: l

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BANK OF AMERICA, N.A., as

  Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: l

  
	
   

  	
   

  	
   

  	
  Title: l

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [DEPOSIT ACCOUNT BANK]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: l

  
	
   

  	
   

  	
   

  	
  Title: l

  



 


-8-





















 


EXHIBIT D


 


FORM OF SECTION 2.9(b)(ii) CERTIFICATE


 


Reference is hereby made to the Amended and Restated Credit Agreement,
dated as of June 28, 2005, among Williams Scotsman International Inc.
(formerly known as Scotsman Holdings, Inc.), a Delaware corporation,
Williams Scotsman, Inc., a Maryland corporation, the Lenders from time to
time party thereto, Bank of America, N.A., as Administrative Agent, Deutsche
Bank Trust Company Americas, 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 (as amended, modified or
supplemented from time to time, the “Credit Agreement”).  Pursuant to the provisions of Section 2.9(b)(ii) of
the Credit Agreement, under penalties of perjury the undersigned hereby
certifies to the Administrative Agent and to the Borrower that:


 


1.                                       The
Lender is the sole record and beneficial owner of the loans or the obligations
evidenced by the Note(s) in respect of which it is providing this certificate.


 


2.                                       The
Lender is not a “bank” as such term is used in Section 881(c)(3)(A) of
the Internal Revenue Code of 1986, as amended (the “Code”).  In this regard, the Lender further represents
and warrants that:


 


(a)           the
Lender is not subject to regulatory or other legal requirements as a bank in
any jurisdiction; and


 


(b)           the
Lender has not been treated as a bank for purposes of any tax, securities law
or other filing or submission made to any Governmental Authority, any
application made to a rating agency or qualification for any exemption from
tax, securities law or other legal requirements.


 


3.                                       The
Lender is not a “10-percent shareholder” (within the meaning of Section 871(h)(3)(B) of
the Code) of the Borrower.


 


4.                                       The
Lender is not a controlled foreign corporation related to the Borrower (within
the meaning of Section 881(c)(3)(C) of the Code).


 


We have furnished you
with a certificate of our non-U.S. person status on Internal Revenue Service Form W-8BEN.  The undersigned shall promptly notify the
Borrower and the Administrative Agent if any of the representations and
warranties made herein are no longer true and correct.


 


	
   

  	
  [NAME OF
  LENDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  



Date:  ________ __, ____


 





















 


EXHIBIT E-1


 


FORM OF OPINION OF PAUL, WEISS, RIFKIND, WHARTON
& GARRISON LLP, SPECIAL COUNSEL TO HOLDINGS AND THE BORROWER


To the Lenders party to
the Credit Agreement referred to below and Bank of America, N.A., as
Administrative Agent and Collateral Agent for said Lenders, Deutsche Bank Trust
Company Americas, as Syndication Agent, and Banc of America Securities LLC and
Deutsche Bank Securities Inc., as Co-Lead Arrangers and Joint Book Runners


 


Ladies and
Gentlemen:


 


We have acted as special
counsel to Williams Scotsman, Inc., a Maryland corporation (the “Borrower”),
Williams Scotsman International, Inc., a Delaware corporation (“Holdings”),
Willscot Equipment, LLC, a Delaware limited liability company (“Willscot”),
Space Master International, Inc., a Georgia corporation (“SMI”),
Evergreen Mobile Company, a Washington corporation (“Evergreen”), Truck
& Trailer Sales, Inc., a Missouri corporation (“Sales”), and
Williams Scotsman of Canada, Inc., an Ontario corporation (“WSC,” and
together with Willscot, SMI, Evergreen and Sales, the


 





















 


“Subsidiaries,” and the Subsidiaries together with Holdings and
the Borrower, the “Principal Parties,” and each a “Principal Party”),
in connection with the Amended and Restated Credit Agreement (the “Credit
Agreement”), dated as of June 28, 2005, among the Borrower, Holdings, the
financial institutions listed on the signature pages of the Credit Agreement
(the “Lenders”), Bank of America, N.A., as Administrative Agent (the “Administrative
Agent”), Deutsche Bank Trust Company Americas, as Syndication Agent, Banc
of America Securities LLC and Deutsche Bank Securities Inc., as Co-Lead
Arrangers, and Citicorp USA, Inc., Wells Fargo Bank, N.A. and Lehman Commercial
Paper Inc., as co-documentation agents. 
Capitalized terms used herein and not otherwise defined have the
respective meanings given those terms in the Credit Agreement.  This opinion is being furnished to you at the
request of the Borrower as provided by Section 5.1(c) of the Credit
Agreement.


 


In connection with this
opinion, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of the following documents, each dated (unless
otherwise noted) as of the date of this letter (collectively, the “Documents”):


 


1.             The Credit Agreement;


 


2.             The Revolving Note(s) issued on the
date hereof;


 


3.             The Term Note(s) issued on the date
hereof;


 


4.             The U.S. Subsidiaries Guaranty;


 


5.             The U.S. Pledge Agreement;


 


6.             The U.S. Security Agreement;


 


7.             The Bank Assignment Agreement;


 


 





















 


8.             The Acknowledgment and Agreement
With Respect to Intercreditor Agreement;


 


9.             The Grant of Security Interest in
United States Trademarks executed by the Borrower (the “Borrower Trademark Agreement”);


 


10.           The Grant of Security Interest in
United States Trademarks executed by SMI (the “SMI Trademark Agreement,”
and together with the Borrower Trademark Agreement, the “Trademark Agreement”);


 


11.           The Grant of Security Interest in
United States Copyrights executed by the Borrower (the “Borrower Copyright Agreement”);


 


12.           The Grant of Security Interest in
United States Copyrights executed by SMI (the “SMI Copyright Agreement,”
and together with the Borrower Copyright Agreement, the “Copyright Agreement”);


 


13.           The Amended and Restated Custodian
Agreement, among the Borrower, SMI, Willscot, Evergreen, Sales, Bank of
America, N.A., as Administrative Agent under the Credit Agreement and as
Collateral Agent pursuant to the Credit Documents, Maynard Becker and Donna
Finnerty;


 


14.           The Third Amended and Restated
Management Agreement dated as of the date hereof, by and between Willscot and
the Borrower;


 


15.           The Third Amendment to the Master
Lease Agreement dated as of the date hereof, by and between Willscot and the
Borrower; and


 


16.           The Collection Bank Agreement.


 


In addition, we have
examined those certificates, agreements and documents that we deemed relevant
and necessary as a basis for our opinion. 
We have also relied upon the factual matters contained in the representations
and warranties of the


 


 





















 


Principal Parties made in
the Documents and upon certificates of public officials and the Principal
Parties.


 


In our examination of the
documents referred to above, we have assumed, without independent
investigation, the genuineness of all signatures, the legal capacity of all
individuals who have executed any of the documents reviewed by us, the
authenticity of all documents submitted to us as originals, and the conformity
to the originals of all documents submitted to us as certified, photostatic,
reproduced or conformed copies of valid existing agreements or other documents
and the authenticity of the latter documents and that the statements regarding
matters of fact in the certificates, records, agreements, instruments and
documents that we have examined are accurate and complete.


 


In addition, we have
assumed, without independent investigation, (i) the due organization, valid
existence and good standing of each Principal Party under the laws of their
jurisdictions of organization, (ii) the enforceability of the Documents
against each party thereto other than the Principal Parties, (iii) the
necessary power and authority of each Principal Party to execute, deliver and
perform its obligations under each of the Documents to which it is a party,
(iv) that the execution, delivery and performance of the Documents by each
party thereto have been duly authorized by all necessary action and do not
violate the party’s charter or other organizational documents or the laws of
its jurisdiction of organization (except, with respect to Holdings and Willscot,
the General Corporation Law of the State of Delaware, the Limited Liability Company
Act of the State of Delaware and the Uniform Commercial Code of the State of
Delaware (the “DE-UCC”)),  (v) that the Borrower has taken all
necessary action to authorize the Documents and the transactions contemplated
thereby as managing member of Willscot and (vi) that


 


 





















 


each Document has been
duly executed and delivered by each Principal Party that is a party to that
Document.


 


Whenever we indicate that
our opinion is based upon our knowledge or words of similar import, our opinion
is based solely on an officer’s certificate of the Borrower and without any
independent verification or investigation.


 


Based upon the foregoing,
and subject to the assumptions, exceptions and qualifications set forth in this
letter, we are of the opinion that:


 


1.     Each Document (other than the Collection Bank Agreement) constitutes
the legal, valid and binding obligation of each Principal Party which is a
party to it, enforceable against that Principal Party in accordance with its
terms.


 


2.     The execution and delivery by each Principal Party of each of
the Documents to which it is a party and the performance by each Principal
Party of its obligations under the Documents do not (i) violate any
Covered Law (as defined below) (including Regulations U or X of the Board
of Governors of the Federal Reserve System of the United States), (ii) violate
any order, writ, injunction or decree of which we have knowledge, of any United
States or New York court or governmental authority or agency binding upon the
Principal Party or to which the Principal Party is subject, (iii) breach or
result in a default under any agreement or instrument listed on Schedule 1
to which the Principal Party is a party or by which the Principal Party is
bound, or (iv) result in the creation or imposition of any Lien upon any
of the assets of the Principal Party under the terms of any such agreement or
instrument (except for Liens in favor of the Collateral Agent for the benefit
of the Lenders contemplated by the Documents). 
In giving the opinions set forth in clauses (iii) and (iv) above, we
have relied upon an Officer’s Certificate of the Borrower dated the date of this
letter and delivered to the


 


 





















 


Administrative Agent (the
“Officer’s Certificate”) as to the factual matters set forth therein.


 


3.     Except for filings which are necessary to perfect the security
interests granted under the Documents and any other filings, authorizations or
approvals as are specifically provided for in the Documents, no authorizations
or approvals of, and no filings with, any governmental or regulatory authority
or agency are necessary under any Covered Law for the execution, delivery or
performance by any Principal Party of the Documents to which it is a party,
except for any authorizations, approvals or filings which have previously been
obtained or made and are in full force and effect.


 


4.     Except as set forth in the next sentence, the obligations of
Willscot as a Subsidiary Guarantor under the U.S. Subsidiaries Guaranty
constitute “Subordinated Guarantor Senior Indebtedness” under and as defined in
the Senior Unsecured Notes Indenture and the Senior Secured Notes Indenture.  We wish to point out that the obligations of
Willscot with respect to Bank Products (other than Interest Rate Obligations
(as defined in the Subsidiaries Guaranty)) do not constitute “Subordinated
Guarantor Senior Indebtedness” under, and as defined in, the Senior Unsecured
Notes Indenture and the Senior Secured Notes Indenture.  In giving the opinion set forth in this
paragraph 4, we have relied upon the Officer’s Certificate as to the factual
matters set forth therein.


 


5.     None of the Principal Parties is required to be registered as an
“investment company” within the meaning of the Investment Company Act of 1940,
as amended.


 


6.     None of the Principal Parties is a “holding company” within the
meaning of the Public Utility Holding Company Act of 1935, as amended.


 


 





















 


7.     After giving effect to the making of the Loans on the date of
this letter, and assuming that the Collateral Agent has, at the date of this
letter, possession of the certificates representing the common stock of the
Borrower, SMI, Sales, Evergreen and WSC as listed on Annex C to the U.S.
Pledge Agreement (the “Pledged Stock”) in the State of New York,
together with related stock powers which have been duly executed in blank by
Holdings and the Borrower, and maintains continuous possession of the Pledged
Stock and stock powers in the State of New York, the Collateral Agent has a
valid and perfected security interest, for the benefit of the Secured Creditors
named in the U.S. Pledge Agreement, to secure the Obligations (as defined in
the U.S. Pledge Agreement), in all right, title and interest of Holdings and
the Borrower in and to the Pledged Stock (the “Pledged Stock Security
Interest”).  Assuming that, on the
date of this letter, the Lenders and the Agents do not have notice of any
adverse claim to the Pledged Stock, the Pledged Stock Security Interest has
priority over any other security interest in the Pledged Stock which can be
perfected under the Uniform Commercial Code of the State of New York (the “NY-UCC”).  Insofar as this opinion relates to any
security interest in any Pledged Stock issued by a corporation not organized
under the laws of a state of the United States of America, or the
enforceability of any Pledge Agreement with respect to such Pledged Stock, we
express no opinion as to any steps which may be required under the relevant
local law or organizational documents with respect to the Pledged Stock, and
our opinion is given only to the extent that (i) New York law is applicable and
(ii) each share of Pledged Stock constitutes a “certificated security” within
the meaning of § 8-102 of the NY-UCC and each share is registered in the
name of its pledgor.


 


8.     After giving effect to the making of the Loans on the date of
this letter, the U.S. Security Agreement creates a valid security interest in
favor of the Collateral


 


 





















 


Agent, for the benefit of
the Secured Creditors named in the U.S. Security Agreement, to secure the
Obligations (as defined in the U.S. Security Agreement), in all right, title
and interest of Holdings, the Borrower and the Subsidiaries (collectively, the “Debtors”)
in and to the Collateral (as defined in the U.S. Security Agreement), to the
extent that Article 9 of the NY-UCC is applicable thereto (the “Security
Interest”).  For Holdings and
Willscot, the UCC-1 financing statements listed on Schedule 2 to
this letter (the “Delaware Financing Statements”) are in appropriate
form for filing, and the Office of the Secretary of State of the State of
Delaware is the office in the State of Delaware in which filings are required
to perfect the Security Interest to the extent that it can be perfected by
filing under the DE-UCC.  Assuming the
Delaware Financing Statements have been duly transmitted for filing to the
Office of the Secretary of State of the State of Delaware with the appropriate
filing fees tendered, or duly accepted for filing by that office, then to the
extent that a security interest in the Collateral may be perfected by filing
under the DE-UCC, those filings have resulted in the perfection of the
Security Interest.


 


9.     After giving effect to the making of the Loans on the date
hereof, the U.S. Security Agreement together with the Trademark Agreement and
Copyright Agreement create a valid security interest in favor of the Collateral
Agent, for the benefit of the Lenders and the Administrative Agent to secure
the Obligations (as defined in the U.S. Security Agreement), in all right,
title and interest of the Borrower and SMI (the “Grantors”) in and to
the registered U.S. trademarks, the registration numbers of which are listed in
Annex H to the U.S. Security Agreement (the “Trademark Collateral”) and
the registered U.S. Copyrights, the registration numbers of which are listed in
Annex J to the U.S. Security Agreement (the “Copyright Collateral”), to
the extent that Article 9 of


 


 





















 


the NY-UCC is applicable
thereto, assuming that each trademark and copyright that comprises the
Trademark Collateral and the Copyright Collateral is valid and is owned by the
Grantors.


 


10.   Assuming that (i) the security interest in
the Trademark Collateral is a perfected security interest under the laws of the
States in which each Grantor is organized, to the extent that such law governs
the perfection of a security interest in the Trademark Collateral, (ii) the
registration of each trademark comprising the Trademark Collateral has been
duly effected and maintained in the United States Patent and Trademark Office
(the “PTO”) under Title 15 of the United States Code, and (iii) the
Trademark Agreement is duly acknowledged by the Grantors and properly filed
with and recorded by the PTO, with payment of the required filing fees and
charges, within three months after the date of its execution, and after giving
effect to the making of the Loans on the date hereof, the security interest in
the Trademark Collateral will be a perfected security interest.


 


11.   Assuming that (i) the security interest in
the Copyright Collateral is a perfected security interest under the laws of the
States in which each Grantor is organized, to the extent that such law governs
the perfection of a security interest in the Copyright Collateral, (ii) the
registration of each copyright comprising the Copyright Collateral has been
duly effected and maintained in the Copyright Office of the United States
Library of Congress (the “Copyright Office”) under Title 17 of the
United States Code, and (iii) the Copyright Agreement is duly acknowledged
by the Grantors and properly filed with and recorded by the Copyright Office,
with payment of the required filing fee and charges, within one month after the
date of its execution, and after giving


 


 





















 


effect to the making of
the Loans on the date hereof, the security interest in the Copyright Collateral
will be a perfected security interest.


 


The
foregoing opinion is subject to the following assumptions, exceptions and
qualifications:


 


(a)   The enforceability of the Documents may
be:  (i) subject to bankruptcy,
insolvency, reorganization, fraudulent conveyance or transfer, moratorium or
similar laws affecting creditors’ rights generally; (ii) subject to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding at law or in equity); and (iii) subject to the
qualification that certain remedial provisions of the U.S. Security Agreement and
the U.S. Pledge Agreement (collectively, the “Security Documents”) are or
may be unenforceable in whole or in part under the laws of the State of New
York, but the inclusion of such provisions does not make the remedies afforded
by such Security Documents inadequate for the practical realization of the
rights and benefits purported to be provided thereby except for the economic
consequences resulting from any delay imposed by, or any procedure required by,
applicable New York laws, rules, regulations and court decisions and by
constitutional requirements in and of the State of New York.


 


(b)   In giving the opinions set forth above, we
express no opinion as to any matter relating to or the effect of the Federal
Assignment of Claims Act, 41 U.S.C. § 3727 and similar state or local
statutes or regulations.  In addition, in
giving the opinions set forth above, with your permission, we have made no
investigation and express no opinion as to any matter relating to certificate
of title, motor vehicle registration or any similar or related laws,


 


 





















 


rules or
regulations.  We have therefore assumed,
with your permission and without any investigation, that no action is required
under any certificate of title, motor vehicle registration or any similar or
related laws, rules and regulations in connection with any of the opinions
expressed above, including without limitation, with respect to the
enforceability of any Document or compliance with any laws, rules or
regulations.


 


(c)   We call your attention to the fact that, with
respect to the opinion set forth in paragraph 8, the NY-UCC and
DE-UCC rules governing perfection may not be applicable to “goods” (as defined
in the NY-UCC or the DE-UCC) covered by a certificate of title.


 


(d)   We express no opinion as to:  (i) the enforceability of any provisions
in the Credit Agreement or the U.S. Subsidiaries Guaranty purporting to
preserve and maintain the liability of any party thereto despite the fact that
the guarantied debt is unenforceable due to illegality; (ii) the
enforceability of any provisions contained in the Documents that purport to
establish (or may be construed to establish) evidentiary standards;
(iii) the enforceability of any provisions contained in the Security
Documents or the U.S. Subsidiaries Guaranty that constitute waivers which are
prohibited under the NY-UCC or by any other New York law or which provide
that certain terms thereof may be waived or modified only in writing prior to
default; (iv) the enforceability of forum selection clauses in the federal
courts; (v) the enforceability of rights to indemnification and contribution
to the extent such rights may be limited by federal or state laws and the
public policy considerations underlying such laws; or (vi) the validity,
priority, or enforceability of the trademarks and copyrights that comprise the
Trademark Collateral and the Copyright Collateral, respectively.


 


(e)   The opinions set forth in paragraphs 7
and 8 above are qualified as follows: 
(i) in the case of the distribution of cash proceeds or interest in
respect of any of the Pledged Stock, the security interest of the Collateral
Agent therein


 


 





















 


will be perfected only if
possession of such cash proceeds or interest is obtained by the Collateral
Agent and (ii) in the case of non-identifiable cash proceeds,
continuation of perfection of such security interest is limited to the extent
set forth in Section 9-315 of the NY-UCC.


 


(f)    In giving the opinions set forth in
paragraphs 7, 8, 9, 10 and 11 above, we express no opinion as to:  (i) any Principal Party’s right, title
or interest in or to any Collateral; (ii) the perfection and effect of
perfection or non-perfection of a security interest in the Collateral subject to
any laws other than the laws of the State of New York or, in the case of
paragraph 8 above, the DE-UCC; (iii) the perfection of security
interests in fixtures, as-extracted collateral, timber to be cut and ownership
interests in real property cooperative organizations; or (iv) the
creation, validity, perfection, priority or enforceability of any security
interest sought to be created in (x) except as specifically set forth in
paragraphs 9, 10 and 11, any trademarks, trade names, service marks or
copyrights or (y) any items of property to the extent that a security
interest in them is excluded from the coverage of Article 9 of the NY-UCC
or the DE-UCC.  In addition, (x) except
as specifically set forth in paragraphs 7, 8, 10 and 11 above, we express
no opinion as to the perfection of any security interest and (y) except as
specifically set forth in paragraph 7 above, we express no opinion as to
the priority of any security interest.


 


(g)   We wish to point out that in the case of
proceeds (as defined in Article 9 of the NY-UCC or the DE-UCC, as
applicable), the continuation of perfection of any security interest in them is
limited to the extent set forth in Section 9-315 of the NY-UCC
or the DE-UCC, as applicable.


 


(h)   We call to your attention the fact that
(i) Article 9 of the DE-UCC requires the filing of continuation
statements within the period of six months


 


 





















 


prior to the expiration
of each five year period from the date of the original filing of financing
statements in order to maintain the effectiveness of the filings referred to in
this opinion, and (ii) additional filings may be necessary if any Debtor
changes its name, identity or corporate structure or the jurisdiction in which
it is organized.


 


The opinions expressed
above are limited to the laws and regulations of the State of New York, the
General Corporation Law of the State of Delaware, the Limited Liability Company
Act of the State of Delaware, the Uniform Commercial Code of the State of
Delaware and the federal laws and regulations of the United States that, in
each case, in our experience, are normally applicable to credit transactions of
the type contemplated by the Credit Agreement (collectively, the “Covered
Laws”).  This opinion is rendered
only with respect to the laws, and the rules, regulations and orders under
those laws, that are currently in effect. 
Please be advised that no member of this firm is admitted to practice in
the State of Delaware.


 


 





















 


This opinion is furnished
by us solely for your benefit in connection with the transactions referred to
in the Credit Agreement and may not be circulated to, or relied upon by, any
other Person, except that it may be circulated to any prospective Lender in
accordance with the Credit Agreement and may be relied upon by any person who,
in the future, becomes a Lender.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  PAUL, WEISS,
  RIFKIND, WHARTON & GARRISON LLP

  



 


 























 


EXHIBIT E-2


 


 


FORM
OF OPINION OF DAVIES WARD PHILLIPS & VINEBERG LLP


 


 


Bank of America, N.A.


335 Madison Avenue


New York, New York 
10017


As Administrative Agent under the


Credit Agreement referred to below and


Collateral Agent under the Documents


referred to below


- and to -


Each of the Secured Creditors party to such


Credit Agreement, the other Credit Documents


and the Interest Rate Agreements


(all as defined in the Security Agreement referred to


below)


- and to -


Ogilvy Renault LLP

200 Bay Street

Suite 3800

Toronto, ON  M5J 2Z4


Dear Sirs:


Re:  Williams Scotsman of Canada, Inc.


We
have acted as counsel to Williams Scotsman of Canada, Inc. (the “Guarantor”) in connection with its amended and restated
guarantee (the “Guarantee”) dated as of March 26,
2002 and amended and restated as of June 28, 2005 of the obligations of
Williams Scotsman, Inc. (the “Borrower”)
under the amended and restated credit agreement made as of June 28, 2005 among
Williams Scotsman International, Inc., the Borrower, the financial


 





















 


institutions listed on Schedule I thereto, as lenders,
Bank of America, N.A., originally as administrative agent and changed on June
29, 2005 to collateral agent, Deutsche Bank Trust Company Americas, 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 Banc Securities Inc. as co-lead arrangers and joint
book runners (the credit agreement, as so amended and restated, being referred
to herein as the “Credit Agreement”),
the other Credit Documents and the Interest Rate Agreements.


Unless
otherwise indicated, all capitalized terms used but not otherwise defined in
this opinion letter have the respective meanings given to them in the Security
Agreement (as defined below).


In
our capacity as counsel to the Guarantor, we have examined executed copies of
the following documents (the “Documents”):


(a)                                  the Guarantee;


(b)                                 the amended and restated pledge agreement (the “U.S. Pledge Agreement”), dated as of March 26, 2002, amended
and restated as of August 18, 2003, and amended and restated as of June 28,
2005 between Bank of America, N.A. (the “Collateral Agent”),
the Borrower, Williams Scotsman International, Inc., Willscot Equipment, LLC, Space Master International, Inc., Truck &
Trailer Sales, Inc., Evergreen Mobile Company, and US Bank National
Association; and


(c)                                  the amended and restated security agreement
(the “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 between the Guarantor and the Collateral Agent.


Items
(a) and (c) above are collectively referred to below as the “Ontario Documents”.


We
have also examined the unanimous shareholder agreement, dated November 29,
1998, executed by the Borrower in
respect of the Guarantor (the “USA”),
a certificate of an officer of the Guarantor (the “Officer’s
Certificate”), such corporate records of the Guarantor and
certificates of public officials and others and originals, copies or facsimiles
of such other agreements, instruments, certificates and documents as we have
deemed necessary or advisable as a basis for the opinions expressed below.  In particular, as to certain matters of fact
relevant to the opinions expressed below, we have relied, without any
independent investigation, exclusively on the following documents:


(a)                                  copies of the articles of incorporation and
by-laws of the Guarantor, certified to us by an officer of the Guarantor as
being complete and in full force and effect as of the date of this opinion,
copies of which have been provided to you;


 


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(b)                                 a certificate of status dated June 22, 2005
with respect to the Guarantor issued by the Ontario Ministry of Consumer and
Business Services;


(c)                                  the Officer’s Certificate, a copy of which has
been provided to you;


(d)                                 a certificate with a currency date of June 26,
2005 issued under the Personal Property Security Act (Ontario)
(the “PPSA”), in respect of a search
against the name of the Guarantor, showing, inter
alia: (i) a financing statement bearing the Registration No.
20020510103015337571 and the File No. 881598465, which was filed by Stikeman
Elliott LLP against the Guarantor for and on behalf of the Collateral Agent on
May, 10, 2002 for a registration period of 7 years with collateral classified
as Inventory, Equipment, Accounts, Other, Motor Vehicle Included; (ii) a
financing change statement bearing the Registration No. 20030813113615900113
and the File No. 881598465, which was filed by Stikeman Elliott LLP against the
Guarantor for and on behalf of the Collateral Agent on August 13, 2003; (iii) a
financing change statement bearing the Registration No. 20050622150718621214
and the File No. 881598465, which was filed by Davies Ward Phillips &
Vineberg LLP against the Guarantor for and on behalf of the Collateral Agent on
June 22, 2005; (iv) a financing
change statement bearing the Registration No. 20050624123318621347 and the File
No. 881598465, which was filed by Davies Ward Phillips & Vineberg LLP
against the Guarantor for and on behalf of the Collateral Agent on June 24,
2005 for a registration period expiring May 10, 2013 with collateral classified
as Inventory, Equipment, Accounts, Other, Motor Vehicle Included; (v) a
financing change statement bearing the Registration No. 20050629 1150 1862 1617
and the File No. 881598465, which was filed by Davies Ward Phillips &
Vineberg LLP against the Guarantor amending the name and capacity of the
Administrative Agent to Collateral Agent; (vi) a financing statement bearing
the Registration No. 20030813161015900153 and the File No. 897292953, which was
filed by Stikeman Elliott LLP against the Guarantor for and on behalf of the
Collateral Agent on August 13, 2003 for a registration period of 6 years with
collateral classified as Inventory, Equipment, Accounts, Other, Motor Vehicle
Included; (vii) a financing change statement bearing the Registration No.
20050622150418621213 and the File No. 897292953, which was filed by Davies Ward
Phillips & Vineberg LLP against the Guarantor for and on behalf of the
Collateral Agent on June 22, 2005; (viii) a financing change statement bearing
the Registration No. 20050624123518621348 and the File No. 897292953, which was
filed by Davies Ward Phillips & Vineberg LLP against the Guarantor for and
on behalf of the Collateral Agent on June 24, 2005 for a registration period
expiring August 13, 2013 with collateral classified as Inventory, Equipment,
Accounts, Other, Motor Vehicle Included; (ix) a financing change statement
bearing the Registration No. 20050629 1148 1862 1616 and the File No.
897292953, which was filed by Davies Ward Phillips & Vineberg LLP against
the


 


-3-





















 


Guarantor
amending the name and capacity of the Administrative Agent to Collateral Agent;
(x) a financing statement bearing the Registration No. 20050622150218621212 and
the File No. 616311198, which was filed by Davies Ward Phillips & Vineberg
LLP against the Guarantor for and on behalf of the Collateral Agent on June 22,
2005 for a registration period of 5 years with collateral classified as
Inventory, Equipment, Accounts, Other, Motor Vehicle Included; (xi) a financing change statement bearing
the Registration No. 20050624123018621345 and the File No. 616311198, which was
filed by Davies Ward Phillips & Vineberg LLP against the Guarantor for and
on behalf of the Collateral Agent on June 24, 2005 for a registration period
expiring June 22, 2013 with collateral classified as Inventory, Equipment,
Accounts, Other, Motor Vehicle Included and (xii) a financing change statement
bearing Registration No. 20050629 1145 1862 1615 and the File No. 616311198,
which was filed by Davies Ward Phillips & Vineberg LLP against the Guarantor
amending the name and capacity of the Administrative Agent to Collateral Agent.


For
the purposes of the opinions expressed below, we have, without independent
investigation or verification, assumed:


(a)                                  the genuineness of all signatures, the legal
capacity of natural persons, the authenticity and completeness of all documents
submitted to us as originals, the conformity to originals of all documents
submitted to us as certified or true copies or as reproductions, including
transmission by facsimile machines, and the authenticity of all of the
originals of such copies;


(b)                                 that there have been no erroneous statements of
fact made in any certificates of public officials and we have relied on the
completeness and accuracy of the public records and the currency of the
information contained therein as of the dates indicated therein, although such
records are known on occasion to contain errors and to be otherwise incomplete;


(c)                                  that each of the Ontario Documents has been
duly authorized, executed and delivered by and constitutes a legal, valid, and
binding obligation of each party thereto other than the Guarantor, enforceable
against such party in accordance with its terms;


(d)                                 that none of the collateral described in any of
the Documents constitutes consumer goods within the meaning of the PPSA;


(e)                                  that the U.S. Pledge Agreement constitutes a
legal, valid and binding agreement under New York law (in accordance with which
it is expressed to be governed), enforceable against the parties thereto in
accordance with its terms and that the provisions of the U.S. Pledge Agreement
will be interpreted and understood under


 


-4-





















 


the laws of
New York to have the same meaning and content as they would have under the laws
of the Province of Ontario;


(f)                                    that the Collateral Agent and the Guarantor
have not agreed to postpone the time for attachment of any security interest
created by the Security Agreement;


(g)                                 that the Collateral Agent and the Borrower have
not agreed to postpone the time for attachment of any security interest created
by the U.S. Pledge Agreement;


(h)                                 that the Collateral Agent or a person on its
behalf (other than the Borrower or the Borrower’s agent) is in possession of
the Pledged Shares (as defined in paragraph 4 below) and holds the same as
collateral under the U.S. Pledge Agreement; and


(i)                                     that to the extent that any of the Documents
are to be performed in any jurisdiction other than the Province of Ontario,
such performance will not be illegal under the laws of such jurisdiction.


The
opinions expressed below are also subject to the following limitations,
qualifications and restrictions:


(a)                                  the enforceability of the Documents is subject
to bankruptcy, insolvency, reorganization, arrangement, winding-up, moratorium,
and other laws affecting the rights of creditors generally;


(b)                                 the effect of general principles of equity and
that equitable remedies, including, without limitation, specific performance
and injunction, may be granted only in the discretion of a court of competent
jurisdiction;


(c)                                  the enforcement of any of the Documents may be
limited by the fact that a judgment of a Canadian court may be awarded only in
Canadian currency;


(d)                                 to the extent that any party to the Documents
is liable to indemnify any other party pursuant to any of the Documents, the
provisions relating to such indemnification may be unenforceable to the extent
that a court decides that any payment required to be made thereunder would
derogate from the court’s discretion in respect of the costs of and incidental
to a proceeding or a step in a proceeding, or would be inconsistent with the
court’s determination by whom and to what extent such costs shall be paid;


(e)                                  provisions contained in any of the Documents
purporting to sever from the relevant Document any provision prohibited or
unenforceable under applicable law without affecting the enforceability or
validity of the remainder of such Document would be enforced only to the extent
that a court determines that such


 


-5-





















 


prohibited or
unenforceable provision could be severed without impairing the interpretation
and application of the remainder of such Document;


(f)                                    a court of competent jurisdiction may require a
creditor to give a debtor a reasonable period of time to pay amounts stated to
be payable on demand or on default, and may delay a creditor’s enforcement of
its security in respect of such obligations;


(g)                                 the power of a court to grant relief from
forfeiture or to stay proceedings before it and to stay executions and
judgments;


(h)                                 any provisions contained in the Documents which
purport to confer a unilateral and unfettered discretion on the Collateral
Agent or its agents may be unenforceable to the extent that a court may require
that such discretion be exercised reasonably and in good faith;


(i)                                     to the extent that any certificate or
determination provided for in any of the Documents and expressed to be “conclusive”
may be subject to challenge in a court on grounds of fraud, collusion, mistake
on the face of the certificate, or mistake on the basis that the certificate
differed in a material respect from the certificate contemplated in such
provision and notwithstanding provisions in the Documents to the contrary, a
court may permit the Guarantor to introduce evidence in proceedings with
respect to the Documents for the purpose of proving that a determination,
account or certificate of the Collateral Agent is incorrect;


(j)                                     the effectiveness of provisions in any Document
purporting to make the  Guarantor
responsible for any actions or omissions of the Collateral Agent, its agents or
any receiver, manager or receiver/manager may be limited by law;


(k)                                  no opinion is expressed as to the
enforceability of any provision in any Document to the extent it purports to
exculpate the Collateral Agent and the Secured Creditors or any party claiming
through or under any of them, or any receiver, agent or receiver/manager from
liability in respect of acts or omissions which may be illegal, fraudulent or
negligent or involve wilful misconduct;


(l)                                     the enforceability of provisions in the
Documents by which the Guarantor purports to waive any legal or equitable
defences or rights otherwise available to it or agrees not to challenge the
validity or enforceability of remedies under the Documents may be limited by
law to the extent that such waiver by, or agreement of, the Guarantor is not
expressed with sufficient particularity or would otherwise be prohibited by
Applicable Laws;


 


-6-





















 


(m)                               no opinion is expressed as to the enforceability of any provision of any
of the Documents which states that amendments, modifications or waivers of or
with respect to such Document that are not in writing will not be effective;


(n)                                 a Document may not be enforceable to the extent
the Document provides for the payment to or receipt by any person of interest
in an amount or rate prohibited by section 347 of the Criminal Code (Canada);


(o)                                 notwithstanding any provision contained in the
Documents which provides that any receiver, manager or receiver/manager
appointed thereunder shall for all purposes be deemed to be the agent of the
Guarantor, in certain circumstances the receiver, manager or receiver/manager
may be held by a court to be acting as an agent of the Collateral Agent and not
the Guarantor;


(p)                                 no opinion is expressed with respect to any
provision of the Guarantee which provides that the Guarantor will be liable as
principal debtor or obligor, and not as guarantor or surety, in respect of any
of the obligations guaranteed pursuant to the Guarantee;


(q)                                 no opinion is expressed as to the ranking or
priority of any mortgage, charge, pledge, assignment or security interest
granted pursuant to the Documents;


(r)                                    no opinion is expressed as to the creation,
validity, enforceability or perfection of any mortgage, charge, pledge,
assignment or security interest in, or as to the enforceability of, any
Document in so far as it relates to any contractual rights which, by their terms,
or any other property, which by its nature, cannot be the subject of such
mortgage, charge, assignment or security interest, or cannot be the subject
thereof without the consent, authorization or approval of third parties and
such consent, authorization or approval has not been obtained;


(s)                                  no examination has been made for the purposes
of the opinions expressed herein, and no opinion is expressed herein, with
respect to the title to, or ownership or location of, any collateral owned or
purported to be owned by the Guarantor or any other person;


(t)                                    an assignment of a debt or account will not be
binding on the account debtor to the extent that such debt or account is paid
or otherwise discharged before notice of the assignment is given to the account
debtor, together with a direction to pay the same to the  Collateral Agent;


(u)                                 no opinion is expressed as to whether it may be
necessary, in connection with the enforcement of any of the Documents, for the
Collateral Agent, or any person proposing to acquire, own or operate all or any
part of the collateral under such


 


-7-





















 


documents, to
obtain any licence, franchise, permit, consent, approval, registration or other
authorization or exemption;


(V)                                 the rights of the
Secured Creditors and the Collateral Agent to enforce the provisions of the
Documents may be prejudiced by any release by the Secured Creditors or by the
Collateral Agent of the obligations of the Guarantor, in whole or in part,
under the Guarantee;


(w)                               we express no opinion as to whether the Security Agreement complies with
Part VII of the Financial Administration Act
(Canada) in respect of any assignment of Crown debts (as defined in such Act)
and with your assent, we have not taken steps to provide the notices or obtain
the acknowledgements provided for in Part VII of that Act, and our opinions in
paragraphs 5, 7 and 9 below are expressly qualified by this qualification.  An assignment of Crown debts not complying with
that Act is ineffective as between assignor and assignee and as against the
Crown and therefore the Collateral Agent would not have a valid security
interest in Crown debts unless such Act is complied with;


(x)                                   security interests in certain types of personal
property such as copyrights, trademarks, patents and other forms of
intellectual property, fixtures, ships, railways and railway cars and certain
other types of property are or may be governed by or subject to federal or
provincial laws other than the PPSA. 
With your assent, we have not taken steps to register or arrange for the
registration of, any of the Documents or notice thereof under the PPSA or any
other Ontario or federal statute; in particular, we have not effected
registrations under the Bank Act (Canada), the
Patent Act (Canada), the Trade-marks
Act (Canada), the Copyright Act
(Canada), the Industrial Designs Act
(Canada) the Integrated Circuit Topography
Act (Canada) (or any other statute relating to intellectual
property), the Plant Breeders’ Rights Act
(Canada), the Canada Shipping Act,
the Canada Transportation Act or
the Railways Act (Ontario). Our
opinion in paragraph 9 below is expressly qualified by this qualification;


(y)                                 where any collateral subject to a security
interest granted under the Security Agreement 
includes fixtures or goods that may become fixtures or rights to payment
under a lease, mortgage or charge of real property to which the PPSA applies, a
notice in the prescribed form under the PPSA must be registered in the
appropriate land registry or land titles office in order to preserve the
priority of the security interest in relation to the rights of other persons
with interests in the real property. We have not taken steps to register
such  notices, and our opinion in paragraph
10 below is expressly qualified by this qualification;


(z)                                   where any collateral subject to a security
interest granted under the Security Agreement includes a motor vehicle
classified as equipment of the Guarantor that is sold by the Guarantor out of
the ordinary course of business, the buyer of such


 


-8-





















 


motor vehicle
will take it free and clear of the security interest created in the Security
Agreement unless the vehicle identification number of the motor vehicle is set
out in a financing statement duly registered under the PPSA in which the
Collateral Agent is the secured party;


(aa)                            insofar as the Security Agreement constitutes a mortgage, charge,
pledge, assignment or security interest of, upon or in any lease, agreement or
other document or any rent, income or interest derived therefrom, the opinions
below are subject to the qualification that the rights of  the Collateral Agent may be affected by the
equities between the immediate parties thereto;


(bb)                          no opinion is expressed as to the creation, perfection or enforceability
of a security interest in any collateral under the Security Agreement to the
extent that such collateral is not identifiable or traceable;


(cc)                            the exercise of certain rights and remedies provided in the Documents may
be affected by the provisions of the PPSA including, without limitation,
sections 16, 17 and 39 and Part V of the PPSA to the extent that those rights
and remedies are inconsistent with or contrary to the provisions of the PPSA;


(dd)                          we have relied on the Certificate of Status and the Officer’s
Certificate for the purpose of giving the opinion expressed in paragraph 1
below;


(ee)                            perfection of the security interest in the Pledged Shares (as defined
below) by possession continues only so long as the Collateral Agent or a person
on its behalf other than the Borrower or the Borrower’s agent continues to hold
the same as collateral; and


(ff)                                while registration of a financing statement pursuant to the PPSA may
perfect a security interest in the trade-marks, patents, copyrights and
industrial designs of the Guarantor, the security interest therein may be
subject to the interest of a third party who registers a transfer or assignment
of a trade-mark, patent, copyright or industrial design of the Guarantor, or of
an interest therein, pursuant to the applicable federal statute governing such
property, unless the interest of the Collateral Agent and the Secured Creditors
has been registered by way of a transfer or assignment pursuant to such statute
prior to the registration made by such third party.


The
opinions expressed below are limited to the laws of the Province of Ontario and
the federal laws of Canada applicable therein, in each case, in force as at the
date hereof (collectively, “Applicable Laws”).  In particular, without limiting the
generality of the immediately preceding sentence, no opinion is expressed with
respect to the laws of any other jurisdiction to the extent such laws may
govern the validity, perfection, effect of perfection or non-perfection or enforcement
of the security interests created by any Documents as a result of


 


-9-





















 


the application of Ontario conflict of laws rules,
including, without limitation, the provisions of the PPSA.  In addition, we express no opinion on
whether, pursuant to those conflicts of laws rules, Ontario laws would govern
the validity, perfection, effect of perfection or non-perfection or enforcement
of those security interests, or any other issues relating to the U.S. Pledge
Agreement or the security interest provided for therein. We further express no
opinion in respect of any provisions of New York law (or any other laws other
than Applicable Laws) that are referred to in the U.S. Pledge Agreement.


Based
and relying upon and subject to the foregoing, we are of the opinion that:


1.                                                                                       The Guarantor is incorporated and existing
under the laws of the Province of Ontario.


2.                                                                                       The Guarantor has all necessary corporate power
and authority to execute and deliver each of the Ontario Documents and to
perform its obligations under the Ontario Documents.


3.                                                                                       The execution and delivery by the Guarantor of
each of the Ontario Documents and the performance of its obligations thereunder
have been duly authorized by all necessary corporate action on the part of the
Guarantor.


4.                                                                                       The authorized capital of the Guarantor
consists of an unlimited number of common shares, of which 1000 common shares
have been issued and are outstanding as fully paid and non-assessable.  The said 1000 issued and outstanding common
shares of the Guarantor (the “Pledged Shares”)
are registered on the share register of the Guarantor in the name of the
Borrower.


5.                                                                                       The execution and delivery by the Guarantor of
the Ontario Documents and the performance by it of its obligations thereunder,
and the execution and delivery by the Borrower of the U.S. Pledge Agreement and
the performance by it of its obligations thereunder (including the transfer of
the Pledged Shares to the Collateral Agent), do not contravene, result in a breach
of or constitute a default under (i) the articles or by-laws of the Guarantor,
(ii) the USA, or (iii) any Applicable Laws.


6.                                                                                       Each Ontario Document has been duly executed
and delivered by the Guarantor and constitutes a legal, valid and binding
obligation of the Guarantor, enforceable against the Guarantor by the
Collateral Agent and (to the extent applicable) the Secured Creditors, in
accordance with its respective terms.


7.                                                                                       The Security Agreement creates in favour of the
Collateral Agent for the benefit of the Secured Creditors a security interest
under the PPSA in all right, title and interest of the Guarantor in and to the
collateral to which the PPSA is applicable referred to therein, in which the
Guarantor now has rights, and is sufficient to


 


-10-





















 


create a
security interest in any collateral to which the PPSA is applicable referred to
therein, in which the Guarantor hereafter acquires rights, when those rights
are acquired by the Guarantor, in each case to secure payment and performance
of the obligations referred to therein.


8.                                                                                       The U.S. Pledge Agreement creates in favour of
the Collateral Agent for the benefit of the Secured Creditors (as defined
therein), a security interest under the PPSA in all right, title and interest
of the Borrower in and to the collateral referred to therein to which the PPSA
is applicable in which the Borrower now has rights, and is sufficient to create
a security interest in any collateral to which the PPSA is applicable referred
to therein, in which the Borrower hereafter acquires rights, when those rights
are acquired by the Borrower to secure payment and performance of the
obligations referred to therein, and the security interest of the Collateral
Agent in the Pledged Shares has been perfected by possession.


9.                                                                                       No authorization, consent, approval, or licence
of, or other action by, or filing with, any Ontario or Canadian federal
government or regulatory authority or agency is required by Applicable Laws to
be obtained by the Guarantor or the Borrower at this time in connection with
the execution and delivery by the Guarantor of the Ontario Documents or by the
Borrower of the U.S. Pledge Agreement and the performance of their respective
obligations thereunder.


10.                                                                                 All consents, approvals or authorizations
required under the articles or by-laws of the Guarantor, the USA and Applicable
Laws and all necessary corporate action by the Guarantor has been obtained or
taken to authorize the transfer on the share register of the Guarantor of the Pledged Shares to the Collateral Agent
or its nominee, and a subsequent transfer on the share register of the
Guarantor by the Collateral Agent or its nominee, to any other party the
Collateral Agent may determine in connection with any sale or other proceedings
in respect of the Pledged Shares pursuant to the U.S. Pledge Agreement.


(a)                                  a certificate with a currency date of June 26,
2005 issued under the Personal Property Security Act (Ontario)
(the “PPSA”), in respect of a
search against the name of the Guarantor, showing, inter alia: (i) a financing statement bearing the
Registration No. 20020510103015337571 and the File No. 881598465, which was
filed by Stikeman Elliott LLP against the Guarantor for and on behalf of the
Collateral Agent on May, 10, 2002 for a registration period of 7 years with
collateral classified as Inventory, Equipment, Accounts, Other, Motor Vehicle
Included; (ii) a financing change statement bearing the Registration No.
20030813113615900113 and the File No. 881598465, which was filed by Stikeman
Elliott LLP against the Guarantor for and on behalf of the Collateral Agent on
August 13, 2003; (iii) a financing change statement bearing the Registration
No. 20050622150718621214 and the File No. 881598465, which


 


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was filed by
Davies Ward Phillips & Vineberg LLP against the Guarantor for and on behalf
of the Collateral Agent on June 22, 2005; (iv) a financing change statement bearing the Registration No.
20050624123318621347 and the File No. 881598465, which was filed by Davies Ward
Phillips & Vineberg LLP against the Guarantor for and on behalf of the
Collateral Agent on June 24, 2005 for a registration period expiring May 10,
2013 with collateral classified as Inventory, Equipment, Accounts, Other, Motor
Vehicle Included; (v) a financing change statement bearing the Registration No.
20050629 1150 1862 1617 and the File No. 881598465, which was filed by Davies
Ward Phillips & Vineberg LLP against the Guarantor amending the name and
capacity of the Administrative Agent to Collateral Agent; (vi) a financing
statement bearing the Registration No. 20030813161015900153 and the File No.
897292953, which was filed by Stikeman Elliott LLP against the Guarantor for
and on behalf of the Collateral Agent on August 13, 2003 for a registration
period of 6 years with collateral classified as Inventory, Equipment, Accounts,
Other, Motor Vehicle Included; (vii) a financing change statement bearing the
Registration No. 20050622150418621213 and the File No. 897292953, which was
filed by Davies Ward Phillips & Vineberg LLP against the Guarantor for and
on behalf of the Collateral Agent on June 22, 2005; (viii) a financing change
statement bearing the Registration No. 20050624123518621348 and the File No.
897292953, which was filed by Davies Ward Phillips & Vineberg LLP against
the Guarantor for and on behalf of the Collateral Agent on June 24, 2005 for a
registration period expiring August 13, 2013 with collateral classified as
Inventory, Equipment, Accounts, Other, Motor Vehicle Included; (ix) a financing
change statement bearing the Registration No. 20050629 1148 1862 1616 and the
File No. 897292953, which was filed by Davies Ward Phillips & Vineberg LLP
against the Guarantor amending the name and capacity of the Administrative
Agent to Collateral Agent; (x) a financing statement bearing the Registration
No. 20050622150218621212 and the File No. 616311198, which was filed by Davies
Ward Phillips & Vineberg LLP against the Guarantor for and on behalf of the
Collateral Agent on June 22, 2005 for a registration period of 5 years with
collateral classified as Inventory, Equipment, Accounts, Other, Motor Vehicle
Included; (xi) a financing change
statement bearing the Registration No. 20050624123018621345 and the File No.
616311198, which was filed by Davies Ward Phillips & Vineberg LLP against
the Guarantor for and on behalf of the Collateral Agent on June 24, 2005 for a
registration period expiring June 22, 2013 with collateral classified as
Inventory, Equipment, Accounts, Other, Motor Vehicle Included and (xii) a
financing change statement bearing Registration No. 20050629 1145 1862 1615 and
the File No. 616311198, which was filed by Davies Ward Phillips & Vineberg
LLP against the Guarantor amending the name and capacity of the Administrative
Agent to Collateral Agent;










 


-12-





















 


We wish to draw to your
attention to the fact that a security interest perfected by registration under
the PPSA will remain effective only for the registration period specified (or
deemed to be specified) in a financing statement filed in respect thereof under
the PPSA.  The registration period of a
security interest may be extended by successive registrations under the PPSA of
an appropriate form of financing change statement, in each case effected prior
to the expiry of the then current registration. 
In addition, the PPSA requires that (subject to certain exceptions) if
there is a change in the name or address of the debtor (as defined in the PPSA)
or a transfer of the debtor’s interest in the collateral subject to a security
interest, timely registration must be effected of a financing change statement
in the prescribed form.  Failure to
comply with any of the foregoing requirements will result in a security
interest becoming unperfected under the PPSA. 
We assume no responsibility for
maintaining or updating any such filing(s). In addition, failure to
maintain registrations and other notices against or in respect of title to the
real property of the Guarantor in the appropriate land registry office and in
such other offices and with such other agencies as may from time to time be
provided for by Applicable Laws or otherwise may adversely affect the security
interests granted under the Ontario Documents.
We assume no responsibility for
making, maintaining or updating any such registrations and/or notices.


The opinions and advice
expressed herein are provided solely for the benefit of the addressees in
connection with the Documents and may not be used, relied upon or referred to
by the addressees for any other purpose or by any other person for any purpose
whatsoever, in each case, without our prior written consent; provided that any
permitted assignee or participant of the rights of the Secured Creditors under
the Credit Documents and the Interest Rate Agreements and any future agent of
the Secured Creditors pursuant to the Credit Agreement may rely upon such
opinions and advice as if this letter were addressed to them, and further
provided that Ogilvy Renault S.E.N.C.R.L., S.R.L. / LLP may refer to, but not
rely on, opinions and advice expressed herein in Ogilvy Renault S.E.N.C.R.L.,
S.R.L. / LLP’s reporting letter to Bank of America, N.A. and the Secured
Parties.


 


 


Yours very truly,


 


DAVIES
WARD PHILIPPS & VINEBERG LLP


 


-13-























 


EXHIBIT F-1


 




 





FORM OF 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:


 


 


-3-





















 


	
  (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


 


 


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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


 


 


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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


 


 


 


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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


 


 


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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


 


 


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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


 


 


 


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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


 


 


 


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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


 


 


 


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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


 


 


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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;


 


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(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


 


 


 


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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.


 


 


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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


 


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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


 


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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


 


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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


 


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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.


 


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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.


 


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“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.


 


 


 


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“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


 


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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.


 


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“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.


 


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“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


 


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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


 


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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.


 


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“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


 


 


 


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Attention:  Richard Prokosch


Telephone
No.: (651) 495-3918


Telecopier No.: (651) 495-8097


 


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


 


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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.


 


-48-





















 


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

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


 


	
   

  	
  WILLIAMS
  SCOTSMAN, INC.,

  as an Assignor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  



 


 


	
   

  	
  WILLSCOT
  EQUIPMENT, LLC,

  as an Assignor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  WILLIAMS
  SCOTSMAN, INC.,

  as Member 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  



 


 


	
   

  	
  SPACE MASTER
  INTERNATIONAL, INC.,

  as an Assignor

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 





















 


	
   

  	
  TRUCK &
  TRAILER SALES, INC.,

  as an Assignor

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


 


	
   

  	
  EVERGREEN MOBILE
  COMPANY,

  as an Assignor

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


 


Accepted and Agreed to:


 


	
  BANK OF AMERICA,
  N.A., as Collateral

  Agent

  
	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 


	
  DEUTSCHE BANK
  TRUST COMPANY

  AMERICAS (formerly known as Bankers

  Trust Company), as a sub-collateral agent

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 





















 


	
  BT COMMERCIAL
  CORPORATION,

  as a sub-collateral agent

  
	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 


	
  U.S. BANK
  NATIONAL ASSOCIATION,

  as Senior Secured Notes Trustee for the Second

  Lien Creditors

  
	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 





















 


ANNEX A


to


SECURITY AGREEMENT


 


SCHEDULE OF CHIEF EXECUTIVE OFFICES


 


 




	
  Name of Assignor

  	
   

  	
  Address(es) of Chief Executive Office

  






 


 


A.                                   WILLIAMS
SCOTSMAN INTERNATIONAL, INC.


 




	
  Location

  	
   

  	
  County

  	
   

  	
  State

  






 


 


[TO BE COMPLETED BY THE BORROWER]


 


 


B.                                     WILLIAMS
SCOTSMAN, INC.


 




	
  Location

  	
   

  	
  County

  	
   

  	
  State

  






 


[TO BE COMPLETED BY THE BORROWER]


 


 


C.                                     WILLSCOT
EQUIPMENT, LLC


 




	
  Location

  	
   

  	
  County

  	
   

  	
  State

  






 


[TO BE COMPLETED BY THE BORROWER]


 


 


D.                                    SPACE
MASTER INTERNATIONAL, INC.


 




	
  Location

  	
   

  	
  County

  	
   

  	
  State

  






 


 


[TO BE COMPLETED BY THE BORROWER]


 


 


E.                                      TRUCK &
TRAILER SALES, INC.


 




	
  Location

  	
   

  	
  County

  	
   

  	
  State

  






 


[TO BE COMPLETED BY THE BORROWER]


 


 


F.                                      EVERGREEN
MOBILE COMPANY  


 




	
  Location

  	
   

  	
  County

  	
   

  	
  State

  






 


[TO BE COMPLETED BY THE BORROWER]


 





















 


ANNEX B


to


SECURITY AGREEMENT


 


SCHEDULE OF INVENTORY, EQUIPMENT AND UNIT
LOCATIONS


 


 




	
  Assignor

  	
   

  	
  Location

  






 


A.                                   WILLIAMS
SCOTSMAN INTERNATIONAL, INC.


 




	
  Location

  	
   

  	
  County

  	
   

  	
  State

  






 


[TO BE COMPLETED BY THE BORROWER]


 


 


B.                                     WILLIAMS
SCOTSMAN, INC.


 




	
  Location

  	
   

  	
  County

  	
   

  	
  State

  






 


[TO BE COMPLETED BY THE BORROWER]


 


 


C.                                     WILLSCOT
EQUIPMENT, LLC


 




	
  Location

  	
   

  	
  County

  	
   

  	
  State

  






 


[TO BE COMPLETED BY THE BORROWER]


 


 


D.                                    SPACE
MASTER INTERNATIONAL, INC.


 




	
  Location

  	
   

  	
  County

  	
   

  	
  State

  






 


[TO BE COMPLETED BY THE BORROWER]


 


 


E.                                      TRUCK &
TRAILER SALES, INC.


 




	
  Location

  	
   

  	
  County

  	
   

  	
  State

  






 


[TO BE COMPLETED BY THE BORROWER]


 


 


F.                                      EVERGREEN
MOBILE COMPANY


 




	
  Location

  	
   

  	
  County

  	
   

  	
  State

  






 


[TO BE COMPLETED BY THE BORROWER]


 





















 


ANNEX C


to


SECURITY AGREEMENT


 


 


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


 


 


	
  Exact Legal

  Name of Each

  Assignor

  	
   

  	
  Type of

  Organization (or,

  if the Assignor is

  an Individual, so

  indicate)

  	
   

  	
  Registered

  Organization?

  (Yes/No)

  	
   

  	
  Jurisdiction of

  Organization

  	
   

  	
  Assignor’s

  Location (for

  purposes of NY

  UCC

  § 9-307)

  	
   

  	
  Assignor’s

  Organization

  Identification

  Number (or, if it

  has none, so

  indicate)

  	
   

  	
  Transmitting

  Utility?

  (Yes/No)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 





















 


ANNEX D


to


SECURITY AGREEMENT


 


 


SCHEDULE OF TRADE AND FICTITIOUS NAMES


 


 




	
  Name of Assignor

  	
   

  	
  Trade and/or

  Fictitious Names

  






 


 


A.                                   WILLIAMS
SCOTSMAN INTERNATIONAL, INC.


 




	
  Location

  	
   

  	
  County

  	
   

  	
  State

  






 


[TO BE COMPLETED BY THE BORROWER]


 


 


B.                                     WILLIAMS
SCOTSMAN, INC.


 




	
  Location

  	
   

  	
  County

  	
   

  	
  State

  






 


[TO BE COMPLETED BY THE BORROWER]


 


 


C.                                     WILLSCOT
EQUIPMENT, LLC


 




	
  Location

  	
   

  	
  County

  	
   

  	
  State

  






 


[TO BE COMPLETED BY THE BORROWER]


 


 


D.                                    SPACE
MASTER INTERNATIONAL, INC.


 




	
  Location

  	
   

  	
  County

  	
   

  	
  State

  






 


[TO BE COMPLETED BY THE BORROWER]


 


 


E.                                      TRUCK &
TRAILER SALES, INC.


 




	
  Location

  	
   

  	
  County

  	
   

  	
  State

  






 


[TO BE COMPLETED BY THE BORROWER]


 


 


F.                                      EVERGREEN
MOBILE COMPANY


 




	
  Location

  	
   

  	
  County

  	
   

  	
  State

  






 


[TO BE COMPLETED BY THE BORROWER]


 





















 


ANNEX E


to


SECURITY AGREEMENT


 


 


Schedule of Deposit Accounts


 


 


	
  Name of

  Assignor

  	
   

  	
  Description

  of Deposit Account

  	
   

  	
  Account

  Number

  	
   

  	
  Name of Bank,

  Address and

  Contact

  Information

  	
   

  	
  Jurisdiction of Bank

  (determined in

  accordance with

  UCC § 9-304)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


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


to


SECURITY AGREEMENT


 


 


DESCRIPTION OF COMMERCIAL TORT CLAIMS


 




	
  Name of Assignor

  	
   

  	
  Description of
  Commercial Tort Claims

  
	
   

  	
   

  	
   

  






 


 





















 


ANNEX H


to


SECURITY AGREEMENT


 


 


SCHEDULE OF MARKS


 


 




	
  Marks

  	
   

  	
  Country

  	
   

  	
  Registration No.

  






 


A.                                   WILLIAMS
SCOTSMAN INTERNATIONAL, INC.


 




	
  Mark

  	
   

  	
  Type of

  Mark

  	
   

  	
  Registration

  Number

  	
   

  	
  Registration

  Date

  	
   

  	
  Expiration

  Date

  






 


 


[TO BE PROVIDED BY THE BORROWER]


 


 


B.                                     WILLIAMS
SCOTSMAN, INC.


 




	
  Mark

  	
   

  	
  Type of

  Mark

  	
   

  	
  Registration

  Number

  	
   

  	
  Registration

  Date

  	
   

  	
  Expiration

  Date

  






 


 


[TO BE PROVIDED BY THE BORROWER]


 


 


C.                                     WILLSCOT
EQUIPMENT, LLC


 




	
  Mark

  	
   

  	
  Type of

  Mark

  	
   

  	
  Registration

  Number

  	
   

  	
  Registration

  Date

  	
   

  	
  Expiration

  Date

  






 


 


[TO BE PROVIDED BY THE BORROWER]


 


 


D.                                    SPACE
MASTER INTERNATIONAL, INC.


 




	
  Mark

  	
   

  	
  Type of

  Mark

  	
   

  	
  Registration

  Number

  	
   

  	
  Registration

  Date

  	
   

  	
  Expiration

  Date

  






 


 


[TO BE PROVIDED BY THE BORROWER]


 





















 


Annex H


Page 2


 


E.                                      TRUCK &
TRAILER SALES, INC.


 




	
  Mark

  	
   

  	
  Type of

  Mark

  	
   

  	
  Registration

  Number

  	
   

  	
  Registration

  Date

  	
   

  	
  Expiration

  Date

  






 


 


[TO BE PROVIDED BY THE BORROWER]


 


 


F.                                      EVERGREEN
MOBILE COMPANY


 




	
  Mark

  	
   

  	
  Type of

  Mark

  	
   

  	
  Registration

  Number

  	
   

  	
  Registration

  Date

  	
   

  	
  Expiration

  Date

  






 


 


[TO BE PROVIDED BY THE BORROWER]


 


 





















 


 


ANNEX I

to

SECURITY AGREEMENT


 


SCHEDULE OF PATENTS


 


A.            WILLIAMS
SCOTSMAN INTERNATIONAL, INC.


 


	
  U.S. Patent No.

  	
   

  	
  Description

  	
   

  	
  Date Issued

  (Applied)

  	
   

  	
  Expiration Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


[TO BE PROVIDED BY THE BORROWER]


 


 


B.            WILLIAMS
SCOTSMAN, INC.


 


	
  U.S. Patent No.

  	
   

  	
  Description

  	
   

  	
  Date Issued

  (Applied)

  	
   

  	
  Expiration Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


[TO BE PROVIDED BY THE BORROWER]


 


 


C.            WILLSCOT
EQUIPMENT, LLC


 


	
  U.S. Patent No.

  	
   

  	
  Description

  	
   

  	
  Date Issued

  (Applied)

  	
   

  	
  Expiration Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


[TO BE PROVIDED BY THE BORROWER]


 


 


D.            SPACE
MASTER INTERNATIONAL, INC.


 


	
  U.S. Patent No.

  	
   

  	
  Description

  	
   

  	
  Date Issued

  (Applied)

  	
   

  	
  Expiration Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


[TO BE PROVIDED BY THE BORROWER]


 


 


 





















 


Annex I 

Page 2


 


E.             TRUCK &
TRAILER SALES, INC.


 


	
  U.S. Patent No.

  	
   

  	
  Description

  	
   

  	
  Date Issued

  (Applied)

  	
   

  	
  Expiration Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


[TO BE PROVIDED BY THE BORROWER]


 


 


F.             EVERGREEN
MOBILE COMPANY


 


	
  U.S. Patent No.

  	
   

  	
  Description

  	
   

  	
  Date Issued

  (Applied)

  	
   

  	
  Expiration Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


[TO BE PROVIDED BY THE BORROWER]


 


 





















 


ANNEX J

to

SECURITY AGREEMENT


 


SCHEDULE OF COPYRIGHTS


 


	
  NUMBERS

  REGISTRATION

  	
   

  	
  PUBLICATION

  DATE

  	
   

  	
  COPYRIGHT

  TITLE

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


A.            WILLIAMS
SCOTSMAN INTERNATIONAL, INC.


 


	
  Copyright Title

  	
   

  	
  Copyright Reg. No.

  	
   

  	
  Publication Date

  



 


[TO BE COMPLETED BY THE BORROWER]


 


 


B.            WILLIAMS
SCOTSMAN, INC.


 


	
  Copyright Title

  	
   

  	
  Copyright Reg. No.

  	
   

  	
  Publication Date

  



 


[TO BE COMPLETED BY THE BORROWER]


 


 


C.            WILLSCOT
EQUIPMENT, LLC


 


	
  Copyright Title

  	
   

  	
  Copyright Reg. No.

  	
   

  	
  Publication Date

  



 


[TO BE COMPLETED BY THE BORROWER]


 


 


D.            SPACE
MASTER INTERNATIONAL, INC.


 


	
  Copyright Title

  	
   

  	
  Copyright Reg. No.

  	
   

  	
  Publication Date

  



 


[TO BE COMPLETED BY THE BORROWER]


 


 


E.             TRUCK &
TRAILER SALES, INC.


 


	
  Copyright Title

  	
   

  	
  Copyright Reg. No.

  	
   

  	
  Publication Date

  



 


[TO BE PROVIDED BY THE BORROWER]


 


 













 


Annex J


Page 2


 


F.             EVERGREEN
MOBILE COMPANY


 


	
  Copyright Title

  	
   

  	
  Copyright Reg. No.

  	
   

  	
  Publication Date

  



 


 


[TO BE PROVIDED BY THE BORROWER]


 





















 


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


Page4


 


	
  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


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE I SECURITY INTERESTS

  	
  3

  
	
   

  	
   

  
	
  1.1. Grant
  of Security Interests

  	
  3

  
	
  1.2. Power of
  Attorney

  	
  7

  
	
   

  	
   

  
	
  ARTICLE II GENERAL REPRESENTATIONS,
  WARRANTIES AND COVENANTS

  	
  7

  
	
   

  	
   

  
	
  2.1. Necessary
  Filings

  	
  7

  
	
  2.2. No Liens

  	
  8

  
	
  2.3. Other
  Financing Statements

  	
  8

  
	
  2.4.
  Chief Executive Office, Record Locations

  	
  8

  
	
  2.5.
  Location of Inventory and Equipment and Units

  	
  8

  
	
  2.6. Units

  	
  8

  
	
  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.

  	
   

  9

  
	
  2.8. Trade Names; etc.

  	
  9

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

  	
  10

  
	
  2.10.
  Collateral in the Possession of a Bailee

  	
  10

  
	
  2.11. Recourse

  	
  10

  
	
   

  	
   

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

  	
  10

  
	
   

  	
   

  
	
  3.1.
  Additional Representations and Warranties

  	
  10

  
	
  3.2.
  Maintenance of Records

  	
  11

  
	
  3.3.
  Modification of Terms; etc.

  	
  11

  
	
  3.4. Collection

  	
  11

  
	
  3.5.
  Direction to Account Debtors; etc.

  	
  12

  
	
  3.6. Instruments

  	
  12

  
	
  3.7. Collection
  Accounts

  	
  12

  
	
  3.8.
  Concentration Account

  	
  13

  
	
  3.9. BofA Account

  	
  13

  
	
  3.10. Receipt of
  Payments

  	
  13

  
	
  3.11.
  Account Inspection

  	
  14

  
	
  3.12.
  Assignors Remain Liable Under Accounts

  	
  14

  
	
  3.13.
  Assignors Remain Liable Under Contracts

  	
  14

  
	
  3.14. Deposit Accounts; etc.

  	
  14

  
	
  3.15.
  Letter-of-Credit Rights

  	
  16

  
	
  3.16.
  Commercial Tort Claims

  	
  16

  
	
  3.17. Chattel Paper

  	
  16

  
	
  3.18.
  Further Actions

  	
  16

  



 


(i)


 





















 


Table of Contents


(continued)


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE IV SPECIAL PROVISIONS
  CONCERNING TRADEMARKS

  	
  17

  
	
   

  	
   

  
	
  4.1.
  Additional Representations and Warranties

  	
  17

  
	
  4.2.
  Licenses and Assignments

  	
  17

  
	
  4.3.
  Infringements

  	
  17

  
	
  4.4.
  Preservation of Marks

  	
  17

  
	
  4.5. Maintenance
  of Registration

  	
  18

  
	
  4.6. Remedies

  	
  18

  
	
  4.7. Future
  Registered Marks

  	
  18

  
	
   

  	
   

  
	
  ARTICLE V SPECIAL PROVISIONS
  CONCERNING PATENTS, COPYRIGHTS AND TRADE SECRETS

  	
  19

  
	
   

  	
   

  
	
  5.1.
  Additional Representations and Warranties

  	
  19

  
	
  5.2. Licenses
  and Assignments

  	
  19

  
	
  5.3. Infringements

  	
  19

  
	
  5.4.
  Maintenance of Patents or Copyright

  	
  19

  
	
  5.5.
  Prosecution of Patent Applications

  	
  20

  
	
  5.6. Remedies

  	
  20

  
	
  5.7. Other
  Patents and Copyrights

  	
  20

  
	
   

  	
   

  
	
  ARTICLE VI PROVISIONS CONCERNING ALL
  COLLATERAL

  	
  20

  
	
   

  	
   

  
	
  6.1.
  Protection of Collateral Agent’s Security

  	
  20

  
	
  6.2.
  Warehouse Receipts Non-negotiable

  	
  21

  
	
  6.3.
  Additional Information.

  	
  21

  
	
  6.4. Further Actions

  	
  21

  
	
  6.5. Financing
  Statements

  	
  21

  
	
   

  	
   

  
	
  ARTICLE VII REMEDIES UPON
  OCCURRENCE OF AN EVENT OF DEFAULT

  	
  22

  
	
   

  	
   

  
	
  7.1.
  Remedies; Obtaining the Collateral Upon Default

  	
  22

  
	
  7.2.
  Remedies; Disposition of the Collateral

  	
  23

  
	
  7.3. Waiver of Claims

  	
  24

  
	
  7.4.
  Application of Proceeds

  	
  25

  
	
  7.5. Remedies
  Cumulative

  	
  28

  
	
  7.6.
  Discontinuance of Proceedings

  	
  28

  
	
   

  	
   

  
	
  ARTICLE VIII INDEMNITY

  	
  28

  
	
   

  	
   

  
	
  8.1. Indemnity

  	
  28

  
	
  8.2.
  Indemnity Obligations Secured by Collateral; Survival

  	
  30

  



 


(ii)


 





















 


Table of Contents


(continued)


 


	
   

  	
  Page

  
	
  ARTICLE IX DEFINITIONS

  	
  30

  
	
   

  	
   

  
	
  ARTICLE X MISCELLANEOUS

  	
  41

  
	
   

  	
   

  
	
  10.1. Notices

  	
  41

  
	
  10.2.
  Waiver; Amendment

  	
  42

  
	
  10.3. Obligations Absolute

  	
  42

  
	
  10.4.
  Successors and Assigns

  	
  43

  
	
  10.5.
  Headings Descriptive

  	
  43

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

  	
  43

  
	
  10.7.
  Assignor’s Duties

  	
  44

  
	
  10.8.
  Termination; Release

  	
  44

  
	
  10.9.
  Limited Obligations

  	
  46

  
	
  10.10.
  Counterparts

  	
  47

  
	
  10.11.
  Severability

  	
  47

  
	
  10.12. The Collateral Agent and the other Secured
  Creditors

  	
  47

  
	
  10.13. Benefit of Agreement

  	
  47

  
	
  10.14. Additional Assignors

  	
  47

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

  	
  48

  
	
  10.16.
  Custodian Agreement

  	
  49

  
	
  10.17.
  Acknowledgements Regarding Security Bond Obligations

  	
  49

  



 


 


	
  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)





















 


EXHIBIT F-2


 


 


FORM OF CANADIAN SECURITY
AGREEMENT


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 Williams
Scotsman of Canada, Inc. (the “Obligor”),
a corporation incorporated and existing under the laws of the Province of
Ontario, to and in favour of Bank of America, N.A. (“BofA”), as Collateral Agent for the benefit of the Secured
Creditors (as defined herein).


WHEREAS:


(a)                                  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”);


(b)                                 the Borrower, Willscot Equipment, LLC,
Space Master International, Inc., Truck & Trailer Sales, Inc., Evergreen
Mobile Company  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”);


 





















 


(c)                                  pursuant to the Canadian Subsidiaries
Guaranty (as defined in the Existing Credit Agreement), the Obligor has
guaranteed to the First Lien Creditors the payment when due of all Guaranteed
Obligations as described therein;


(d)                                 the Obligor and DBTCA, as the collateral
agent entered into the Canadian 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 date hereof, the “Original
Canadian Security Agreement”), pursuant to which the Obligor granted a
security interest in the Collateral for the benefit of the Secured Creditors
under, and as defined in, the Original Canadian Security Agreement;


(e)                                  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 the
Obligor shall have executed and delivered to the Collateral Agent (as defined
therein) the Original Canadian  Security
Agreement;


(f)                                    it was a condition precedent to the
issuance of the Senior Secured Notes by the Borrower under the Senior Secured
Notes Indenture that the Obligor shall have executed and delivered the Original
Canadian  Security Agreement;


(g)                                 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 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, and which was acknowledged and
accepted therein, inter alia, by
the Obligor;


(h)                                 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


 


-2-





















 


have entered into an Amended and Restated Credit Agreement, dated as of
the Effective Date, (as further amended, modified, extended, renewed, replaced,
restated or supplemented from time to time, and including any agreement or
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 “Amended and Restated  Credit Agreement”),
providing for 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 Amended and Restated
Credit Agreement) are herein called the “Bank Creditors”);


(i)                                     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 Amended and Restated 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”);


(j)                                     it is a condition precedent to the
amendment and restatement of the Existing Credit Agreement as contemplated by
the Amended and Restated 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 Amended and Restated Credit Agreement, that the Original
Canadian Security Agreement and the Canadian Subsidiaries Guaranty be amended
and restated in their entirety.


NOW, THEREFORE, in
consideration of the foregoing and the mutual agreements contained herein (the
receipt and adequacy of which are acknowledged), the parties hereto agree that
the Original Canadian Security Agreement be amended and restated in its entirety
as follows:


 


-3-





















 


ARTICLE 1

INTERPRETATION


Section 1.1                Defined Terms.


As used in
this security agreement and the recitals hereto, the following terms have the
following meanings:


“Administrative Agent” means BofA acting as
administrative agent for the Lenders under the Amended and Restated Credit
Agreement and any successor appointed pursuant to the Amended and Restated
Credit Agreement.


“Amended
and Restated Credit Agreement” has the meaning ascribed thereto in the recitals of
this security agreement.


“Applicable Value” means, 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.


“Bank Assignment Agreement” has the meaning ascribed
thereto in the recitals of this security agreement.


“Bank Creditors” means, collectively, the
Lenders, the Collateral Agent, the Issuing Lender, the Syndication Agent, the
Co-Documentation Agents, the Administrative Agent and the Co-Lead Arrangers and
Joint Book Runners.


“Borrower” means Williams Scotsman,
Inc., a corporation incorporated and existing under the laws of the State of
Maryland, and its successors and permitted assigns.


“Business Day” means any day excluding
Saturday, Sunday and any day which shall be in the City of New York a legal
holiday or a day in which banking institutions are authorized by law or other
governmental actions to close.


“Co-Documentation
Agents”
means Citicorp USA, Inc., Wells Fargo Bank, N.A. and Lehman Commercial Paper
Inc. acting as co-documentation agents under the Amended and Restated Credit
Agreement and any successors appointed pursuant to the Amended and Restated
Credit Agreement, and their respective permitted assigns.


“Co-Lead
Arrangers and Joint Book Runners” means Banc of America Securities LLC and Deutsche
Bank Securities Inc., as the co-lead arrangers and joint book managers, and
their respective successors and permitted assigns.


 


-4-





















 


“Collateral” has the meaning ascribed
thereto in Section 2.1(1).


“Collateral Agent” means BofA acting as
collateral agent for the Secured Creditors, and any successor thereto, or
sub-collateral agent, appointed pursuant to the Amended and Restated Credit
Agreement, and its permitted assigns.


“Confidential Information” means all trade secrets,
confidential information, proprietary information, and confidential know-how
including all unpatented inventions, all customer and supplier lists, all
unpublished studies and data, prototypes, drawings, design and construction
specifications and production, operating and quality control manuals, all
marketing strategies and business plans, all current or proposed business
opportunities, and all documents, material and media embodying other items of
Confidential Information.


“Contract Rights” means all rights of the
Obligor (including all Rentals and all other rights to payment) under each
Contract.


“Contracts” means all contracts between
the Obligor and one or more additional parties (including any and all Interest
Rate Agreements, Leases, licensing agreements and any partnership agreements,
joint venture agreements and limited liability company agreements).


“Copyrights” means all copyrights, all
registrations and applications that have been or shall be made or filed in the
Canadian Intellectual Property Office - Copyrights or any similar office in any
country and all records thereof and all reissues, extensions or renewals
thereof, and all common law and other rights in the foregoing.


“Credit Document
Obligations” has the meaning provided in the definition of Obligations.


“Credit Documents” means the Amended and
Restated Credit Agreement and each other Credit Document under and as defined
in the Amended and Restated Credit Agreement.


“Credit
Parties” means,
collectively, Holdings, the Borrower and the Subsidiary Guarantors.


“DBTCA” means Deutsche Bank Trust Company Americas, formerly named Bankers
Trust Company, and any successor thereto and its permitted assigns.


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


 


-5-





















 


“Designs” means all industrial designs
and other designs and all registrations and applications that have been or
shall be made or filed in the Canadian Intellectual Property Office — Designs
or any similar office in any country and all records thereof and all reissues,
extensions or renewals thereof, and all common law and other rights in the
foregoing.


“Effective Date” means June 28, 2005.


“Event of Default” means any Event of Default
(or similar term) under, and as defined in, the Amended and Restated Credit
Agreement or any Interest Rate Agreement entered into with an Interest Rate
Creditor and shall in any event include (i) any payment default on any of the
Obligations (as defined in the respective agreements) under the Amended and
Restated 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” has the meaning provided in
the recitals of this security agreement.


“First Lien Creditors” means, collectively, the Bank
Creditors and the Interest Rate Creditors.


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


“Governmental Entity” means any
(i) multinational, federal, provincial, state, municipal, local or other
government, governmental or public department, central bank, court, commission,
board, bureau, agency or instrumentality, domestic or foreign, (ii) any
subdivision or authority of any of the foregoing, or (iii) any
quasi-governmental or private body exercising any regulatory, expropriation or
taxing authority under or for the account of any of the above.


“Guarantee” means the guarantee dated
March 26, 2002 made by the Obligor in favour of the First Lien Creditors and
the Collateral Agent, as amended and restated as of June 28, 2005 and as
further amended, modified, extended, restated or supplemented from time to
time.


“Holdings” means Williams Scotsman International, Inc. and its
successors.


“Indemnitees” has the meaning ascribed
thereto in Section 5.11(1).


 


-6-





















 


“Instruments” means, (i) a bill, note or cheque within the meaning
of the Bills of Exchange Act
(Canada) or any other writing that evidences a right to the payment of money
and is of a type that in the ordinary course of business is transferred by
delivery with any necessary endorsement or assignment, or (ii) a letter of
credit and an advice of credit if the letter or advice states that it must be
surrendered upon claiming payment thereunder, or (iii) chattel paper or any
other writing that evidences both a monetary obligation and a security interest
in or a lease of specific goods, or (iv) documents of title or any other
writing that purports to be issued by or addressed to a bailee and purports to
cover such goods in the bailee’s possession as are identified or fungible
portions of an identified mass, and that in the ordinary course of business is
treated as establishing that the person in possession of it is entitled to
receive, hold and dispose of the document and the goods it covers, or (v) any
document or writing commonly known as an instrument.


“Intellectual Property” has the meaning ascribed
thereto in Section 2.1(1)(h).


“Intercreditor Agreement” means the intercreditor agreement dated
August 18, 2003 among the Collateral Agent, the Administration Agent and the
Senior Secured Notes Trustee as the same may from time to time be amended,
modified, restated or supplemented.


“Interest Rate Agreement” means any interest rate
agreement (including interest rate swaps, caps, floors, collars and similar
agreements) between the Borrower and any Interest Rate Creditor.


“Interest Rate Creditors” means, collectively, 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
subsequently ceases to be a Lender under the Amended and Restated Credit
Agreement for any reason) and any institution that participates, and in each case
their subsequent assigns, in any Interest Rate Agreement with the Borrower.


“Interest Rate Obligations” has the meaning provided in
the definition of Obligations.


“Inventory” means (i) 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 and any portion
thereof which may be returned, rejected, reclaimed or repossessed by the
Collateral


 


-7-





















 


Agent from the
Obligor’s customers, and (ii) any and all other “inventory” as such term is
defined in the PPSA as in effect on the Effective Date.


“Leases” means any agreement between
the Obligor and any other Person for the lease or rental of Rental Equipment,
Inventory or other assets or property, whether (x) by the Obligor to such
Person or (y) by such Person to the Obligor.


“Lenders” means, collectively, the
financial institutions listed from time to time on Schedule I to the Amended
and Restated Credit Agreement, as lenders, as well as any Person which becomes
a Lender pursuant to Section 11.6 of the Amended and Restated Credit Agreement,
and their respective successors and assigns.


“Licensed
Trade-marks” has the meaning ascribed thereto in Section 4.9.


“Lien” means any mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
other), security agreement of any kind or nature whatsoever (including any
conditional sale or other title retention agreement, any financing or similar
statement or notice filed under the PPSA or any other similar recording or
notice statute, and any lease having substantially the same effect as any of
the foregoing).


“Negotiable Collateral” has the meaning ascribed
thereto in Section 2.3(3).


“Obligations”
means:


(i)                                     the full and prompt payment when due
(whether at the stated maturity, by acceleration or otherwise) of all
obligations, liabilities and indebtedness (including principal, premium, interest
(including all interest that accrues after the commencement of any case,
proceeding or other action relating to the bankruptcy, insolvency,
reorganization or similar proceeding of the Obligor 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 the Obligor owing to the Bank
Creditors, now existing or hereafter incurred under, arising out of or in
connection with any Credit Document to which the Obligor is a party (including
all such obligations, liabilities and indebtedness under the Guarantee) and the
due performance and compliance by the Obligor, with the terms, conditions and agreements
of each such Credit Document (all such obligations and liabilities under this
paragraph (i), except to the extent guaranteeing obligations of the Borrower under
Interest Rate Agreements,


 


-8-





















 


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 all interest that accrues
after the commencement of any case, proceeding or other action relating to the
bankruptcy, insolvency, reorganization or similar proceeding of the Obligor at
the rate provided for in the respective documentation, whether or not a claim
for post-petition interest is allowed in any such proceeding) of the Obligor
owing to the Interest Rate Creditors, now existing or hereafter incurred under,
arising out of or in connection with any Interest Rate Agreement, whether such
Interest Rate Agreement is now in existence or hereafter arising, and the due
performance and compliance by the Obligor with all of the terms, conditions and
agreements of each Interest Rate Agreement including all obligations,
liabilities and indebtedness under the Guarantee (all such obligations and
liabilities under this paragraph (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 principal, premium and
interest (including all interest that accrues after the commencement of any
case, proceeding or other action relating to the bankruptcy, insolvency,
reorganization or similar proceeding of the Obligor 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 the Obligor 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 the Obligor is a party (including all such obligations,
indebtedness and liabilities of the Obligor under any guaranty constituting a
Senior Secured Notes Document) and the due performance and compliance by the
Obligor 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”);


 


-9-





















 


(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
the Obligor referred to in paragraphs (i), (ii) and (iii) above, after an Event
of Default shall have occurred and be continuing, the reasonable expenses of
re-taking, holding, preparing for sale or lease, selling or otherwise disposing
of or realizing 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 an Indemnitee as to
which such Indemnitee has the right to reimbursement under Section 5.11 of
this security 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 Effective Date or extended from time to time after the
Effective Date.


“Obligor” means Williams Scotsman of
Canada, Inc., a corporation incorporated and existing under the laws of the
Province of Ontario and its successors and permitted assigns.


“Original Canadian Security Agreement” has the meaning provided in the recitals of
this security agreement.


 “Owned Trade-marks” has the meaning ascribed
thereto in Section 4.9.


“Patents” means all letters patent for
an invention and all registrations and applications that have been or shall be
made or filed in the Canadian Intellectual Property Office - Patents or any
similar office in any country and all records thereof and all renewals,
reissues, extensions, divisions, continuations and continuations-in-part
thereof and any and all resulting letters patent and all other rights in the
foregoing.


“Person” means a natural person,
partnership, corporation, joint stock company, trust, unincorporated
association, joint venture or other entity or Governmental Entity, and pronouns
have a similarly extended meaning.


“PPSA” has the meaning ascribed thereto in Section 1.2.


 


-10-





















 


“Receivables” means, collectively:


(a)                                  any “account” as such term is defined in
the Personal Property  Security Act
(Ontario) as in effect on the Effective Date and any right to payment for goods
sold or leased or services performed whether now in existence or arising from
time to time hereafter, including any right evidenced by an account, note,
contract, security agreement, chattel paper or other evidence of indebtedness
or security; and


(b)                                 all (i) security pledged, assigned,
hypothecated or granted to or held by the Obligor to secure the accounts and
rights described in paragraph (a); (ii) right, title and interest in and
to any goods, the sale of which gave rise to the accounts and rights described
in paragraph (a); (iii) guarantees, endorsements and indemnifications on,
or of, any of the accounts and rights described in paragraph (a);
(iv) powers of attorney for the execution of any evidence of indebtedness
or security or other writing in connection with the accounts and rights
described in paragraph (a); (v) books, records, ledger cards, and invoices
relating to the accounts and rights described in paragraph (a);
(vi) evidences of the filing of financing statements and other statements
and the registration of other instruments in connection with the accounts and
rights described in paragraph (a) and amendments to the accounts and rights
described in paragraph (a), notices to other creditors or secured parties, and
certificates from filing or other registration officers; (vii) credit
information, reports and memoranda relating to the accounts and rights
described in paragraph (a); and (viii) other writings related in any way
to the accounts and rights described in paragraph (a) and this paragraph (b).


“Rental Equipment” means all Units which are
sold or leased or held for sale or lease, by the Obligor to one or more third
persons.


“Rentals” means 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 the Obligor as the lessor of such Rental
Equipment.


“Representative” means, with respect to the Interest Rate Creditors,
the trustee, paying agent or other similar representative for the Interest Rate
Creditors.


“Required Second Lien Creditors” means 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 Amended and Restated Credit Agreement exist, the


 


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Required
Lenders (or, to the extent required by Section 11.10 of the Amended and
Restated 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
Amended and Restated 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 Amended and Restated Credit Agreement have been
terminated, the Senior Secured Notes Trustee acting at the direction of the
Required Second Lien Creditors.


“Restricted Asset” has the meaning ascribed
thereto in Section 2.4(1).


“Second Lien Creditors” means collectively, the Senior Secured Noteholders and
the Senior Secured Notes Trustee.


“Second Lien Excluded Collateral” means and includes (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, (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 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,


 


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modified or
interpreted by the SEC to permit (or is 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” has the meaning provided in the definition
of Obligations.


“Secured Creditors” means, collectively, the
First Lien Creditors and the Second Lien Creditors.


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


“Securities” means a document that is, (i) issued in bearer, order
or registered form, (ii) of a type commonly dealt in upon securities exchanges
or markets or commonly recognized in any area in which it is issued or dealt in
as a medium for investments, (iii) one of a class or series or by its terms is
divisible into a class or series of documents, and (iv) evidence of a share,
participation or other interest in property or in an enterprise or is evidence
of an obligation of the issuer, and includes an uncertificated security.


“security agreement” means this Amended and Restated Canadian Security
Agreement as the same may modified, supplemented or amended from time to time
in accordance with its terms.


“Security Interest” has the meaning ascribed
thereto in Section 2.2(1).


“Senior Secured Noteholders” means collectively, the holders from time
to time of the Senior Secured Notes.


“Senior Secured Notes Documents” means collectively, the guarantee by the
Obligor, inter alia, of the
Borrower’s obligations under the Senior Secured Notes, the Senior Secured Notes
Indenture and the Senior Secured Notes.


“Senior Secured Notes Indenture” means the indenture, dated August 18, 2003
among, the Senior Secured Notes Trustee and the Obligor, inter alia, as the same may from time to
time be amended, modified or supplemented.


 


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“Senior Secured Notes” means collectively, the 10% senior secured notes of
the Borrower due 2008 and all Senior Secured Notes issued upon the exchange
offer contemplated in the Senior Secured Notes Indenture.


“Senior Secured Notes Trustee” means U.S. Bank National Association and
any successor trustee;


“Software” means all computer programs
and databases and portions thereof, in whatever form and on whatever medium
those programs or databases are expressed, fixed, embodied or stored from time
to time, and the copyright therein including, the object code and source code versions
of each such program and portions thereof and all corrections, updates,
enhancements, translations, modifications, adaptations and new versions thereof
together with both the media upon or in which such programs, databases and
portions thereof are expressed, fixed, embodied or stored (such as disks,
diskettes, tapes and semiconductor chips) and all flow charts, manuals,
instructions, documentation and other material relating thereto.


“Syndication Agent” means DBTCA acting as
syndication agent for the Lenders under the Amended and Restated Credit
Agreement and any successor appointed pursuant to the Amended and Restated
Credit Agreement, and its permitted assigns.


“Termination
Date” means the date upon which the
Total Commitments under the Amended and Restated Credit Agreement have been
terminated and all Interest Rate Agreements entered into with any Interest Rate
Creditor have been terminated (or cash collateralized Collateral in a manner
reasonably satisfactory to the Administrative Agent), no Note under the Amended
and Restated 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 Amended and Restated Credit Agreement have been
terminated (or cash collateralized in a manner satisfactory to the
Administrative Agent), all 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
Amended and Restated 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 security agreement
and the security interests created hereby shall terminate (provided that all
indemnities set forth herein (including in Section 5.11 hereof) and in Section
6 of Annex N of the U.S. Security Agreement shall survive such termination) unless,
in the case of preceding


 


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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 security agreement in favour 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 favour 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).


“Trade-marks” means: (i) trade-marks,
whether registered or unregistered and whether in use or proposed;
(ii) designs, logos, indicia, trade names, corporate names, company names,
business names, trade styles and other source or business identifiers;
(iii) fictitious characters and names; (iv) prints and labels on
which any of the foregoing have appeared or appear or shall appear;
(v) all registrations and applications that have been or shall be made or
filed in the Canadian Intellectual Property Office - Trade-marks or any similar
office in any country and all records thereof and all reissues, extensions, or
renewals thereof, and (vi) all goodwill associated with or symbolized by
any of the above and all common law and other rights in the foregoing.


“Trade-mark License
Agreement” means the trade-mark licence agreement dated November 23, 1998 between
the Obligor and the Borrower pursuant to which the Borrower has licensed the
Trade-marks to the Obligor.


“Units” means the mobile structures
generally constructed of steel or using a steel frame and undercarriage with an
exterior of wood or aluminium owned by the Obligor used to provide office,
classroom, storage, commercial or other space, whether in single units or
physically attached to such other 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.


“U.S. Security Agreement” has the meaning ascribed
thereto in Section 3.2(i).


Section 1.2                Terms Incorporated by Reference.


(1)                                  Terms defined in the Personal
Property Security Act (Ontario) (as amended from time to time, the “PPSA”) and used but not otherwise defined in this security
agreement shall have the same meanings.


(2)                                  Except as otherwise defined herein, all
capitalized terms used herein and defined in the Amended and Restated Credit
Agreement shall be used herein as therein defined (or, at any time on or after
the first date when all Credit


 


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Document
Obligations 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 Amended and Restated
Credit Agreement have been terminated and thereafter for so long as no Amended
and Restated Credit Agreement is in effect, the Amended and Restated 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).


Section 1.3                Statutes.


Unless
specified otherwise, reference in this security agreement to a statute refers
to that statute as it may be amended, or to any restated or successor
legislation of comparable effect.


Section 1.4                Certain Phrases, etc.


In this security
agreement the words “including” and
“includes” mean “including
(or includes) without limitation”.


Section 1.5                Gender and Number.


Any reference
in this security agreement to gender shall include all genders and words
importing the singular number only shall include the plural and vice versa.


Section 1.6                Headings, etc.


The division
of this security agreement into Articles and Sections and the insertion of
headings are for convenient reference only and are not to affect its
interpretation.  The expressions “Article”
and “Section” followed by a number mean and refer to the specified Articles or
Section of this security agreement.


Section 1.7                Schedules.


The Schedules
attached to this security agreement shall, for all purposes of this security
agreement, form an integral part of it.


ARTICLE 2

SECURITY


Section 2.1                Grant of Security.


(1)                                  Subject to Section 2.4, the Obligor
charges, assigns, hypothecates, pledges and transfers to the Collateral Agent,
and grants 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 Canadian Security Agreement, does hereby reconfirm (without
interruption) its charge,


 


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assignment,
hypothecation, pledge, transfer and grant to the Collateral Agent under the
Original Canadian Security Agreement of), a security interest in all the
Obligor’s right, title and interest in and to the personal property and
undertaking of the Obligor now owned or hereafter acquired (collectively, the “Collateral”) including any and all of the Obligor’s:


(a)                                  Inventory including goods held for sale,
lease or resale, goods furnished or to be furnished to third parties under
contracts of lease, consignment or service, goods which are raw materials or
work in process, goods used in or procured for packing and materials used or
consumed in the business of the Obligor;


(b)                                 equipment, machinery, furniture, fixtures,
plant, vehicles and other goods of every kind and description and all licences
and other rights and all records, files, charts, plans, drawings,
specifications, manuals and documents relating thereto;


(c)                                  Units;


(d)                                 Receivables and all agreements, books,
accounts, invoices, letters, documents and papers recording, evidencing or
relating thereto;


(e)                                  money, documents of title and chattel
paper;


(f)                                    Securities and Instruments, including the
Securities listed in Schedule 2.1(1)(f);


(g)                                 intangibles including all security
interests, goodwill, choses in action, Contracts, Contract Rights, Software and
other contractual benefits;


(h)                                 Copyrights, Designs, Patents, Confidential
Information, Trade Secret Rights and Trade-marks and other intellectual
property (collectively, the “Intellectual Property”)
including the Intellectual Property described in Schedule 2.1(1)(h);


(i)                                     insurance policies;


(j)                                     substitutions and replacements of and
increases, additions and, where applicable, accessions to the property
described in Section 2.1(1)(a) through Section 2.1(1)(i), inclusive;
and


(k)                                  proceeds in any form derived directly or
indirectly from any dealing with all or any part of the property described in
Section 2.1(1)(a), through Section 2.1(1)(j), inclusive, or the
proceeds of such proceeds.


(2)                                  The security interest of the Collateral
Agent under this security agreement extends to all Collateral of the kind which
is the subject of this security agreement which the Obligor may acquire at any
time during the continuation of this security agreement.


 


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(3)                                  Notwithstanding anything to the contrary
contained in this security agreement, (x) the Second Lien Creditors shall
not have a security interest in, and the grant of security interests pursuant
to this security 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, (y) to the extent that the granting or perfecting of
any assets or property of the Obligor acquired after the Effective Date
requires the consent of a third party that has not been obtained after the
Obligor has 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 the security 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 favour of the Second Lien
Creditors cannot be granted or perfected in certain assets or property of the
Obligor under applicable law, the Second Lien Creditors shall not have a
security interest in, and the grant of security interest pursuant to this
security agreement for the benefit of the Second Lien Creditors that not extend
to, any such assets or property.


Section 2.2                Obligations Secured.


(1)                                  The security interest granted hereby (the “Security Interest”) secures the payment and performance of
all Obligations.


Section 2.3                Attachment.


(1)                                  The Obligor acknowledges that
(i) value has been given, (ii) it has rights in the Collateral (other
than after-acquired Collateral), (iii) it has not agreed to postpone the
time of attachment of the Security Interest, and (iv) it has received a
duplicate original copy of this security agreement.


(2)                                  If any Security or Instrument is now or at
any time hereafter becomes evidenced, in whole or in part, by uncertificated
securities registered or recorded in records maintained by or on behalf of the
Issuer thereof in the name of a clearing agency or a custodian or of a nominee
of either, the Obligor shall, at the request of the Collateral Agent, cause the
Security Interest to be entered in the records of the clearing agency or
custodian and provide evidence of such notation to the Collateral Agent.


(3)                                  The Obligor hereby deposits with the
Collateral Agent any and all certificates evidencing the Securities listed in
Schedule 2.1(1)(f), duly endorsed for transfer in blank.  If the Obligor acquires any Instrument,
Security or negotiable document of title constituting Collateral (collectively,
“Negotiable Collateral”), the Obligor
will, within 10 Business Days after receipt, notify the Collateral Agent
thereof, and upon request by the Collateral Agent will promptly deliver to the
Collateral Agent the Negotiable Collateral as security for the Obligations and
shall, at the request of the Collateral Agent (i) cause the transfer of
the Negotiable Collateral to the Collateral Agent to be


 


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registered
wherever, in the reasonable opinion of the Collateral Agent, such registration
may be required or advisable, (ii) duly endorse the same for transfer in
blank or as the Collateral Agent may reasonably direct, and (iii) upon
request of the Collateral Agent, use commercially reasonable efforts to deliver
to the Collateral Agent any and all consents or other documents which may be
necessary to effect the transfer of the Negotiable Collateral to the Collateral
Agent or any third party.


(4)                                  The Obligor will promptly inform the
Collateral Agent in writing of the acquisition by the Obligor of any personal
property which is not adequately described in Section 2.1(1), and the
Obligor will execute and deliver, at its own expense, from time to time,
amendments to this security agreement and its schedules or additional security
agreements or schedules as may be reasonably required by the Collateral Agent.


Section 2.4                Scope of Security Interest.


(1)                                  To the extent that an assignment of amounts
payable and other proceeds arising under or in connection with any agreement,
license, permit or quota of the Obligor (each, a “Restricted
Asset”) is prohibited by the terms thereof, the Security Interest
created hereunder will constitute a trust created in favour of the Collateral
Agent and the Secured Creditors pursuant to which the Obligor shall hold as
trustee all proceeds arising under or in connection with the Restricted Asset
in trust for the Collateral Agent on the following basis:


(a)                                  until the Security Interest has become
enforceable, the Obligor shall be entitled to receive all such proceeds; and


(b)                                 whenever the Security Interest has become
enforceable, all rights of the Obligor to receive such proceeds shall cease,
the Obligor shall at the request of the Collateral Agent take all such actions
to collect and enforce payment and other rights arising under the Restricted
Asset in accordance with the instructions of the Collateral Agent and all such
proceeds arising under or in connection with the Restricted Asset shall be
immediately paid over to the Collateral Agent for the benefit of the Secured
Creditors.


The Obligor
shall not exercise any rights of set off with respect to amounts payable by it
under or in connection with any Restricted Asset and shall use commercially
reasonable efforts to ensure that no other party to the Restricted Asset shall
exercise any rights of set off against any such amounts.  The
Obligor shall use commercially reasonable efforts to obtain the
consent of each other party to the Restricted Asset to the assignment of the
Restricted Asset to the Collateral Agent in accordance with this security
agreement and shall use commercially reasonable efforts to ensure that all
agreements entered into on and after the Effective Date expressly permit
assignments of the benefits of such agreement as collateral security to the
Collateral Agent in accordance with the terms of this security agreement.


 


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(2)                                  Until the Security Interest shall have
become enforceable, the grant of the Security Interest in the Intellectual
Property shall not affect in any way the Obligor’s rights to commercially
exploit the Intellectual Property, defend it, enforce the Obligor’s rights in
it or with respect to it against third parties in any court or claim and be
entitled to receive any damages with respect to any infringement of it.


(3)                                  The Security Interest shall not extend to
consumer goods.


(4)                                  The Security Interest shall not extend or
apply to the last day of the term of any lease or sublease or any agreement for
a lease or sublease, now held or hereafter acquired by the Obligor in respect
of real property, but the Obligor shall stand possessed of any such last day
upon trust to assign and dispose of it as the Collateral Agent may reasonably
direct.


Section 2.5                Grant of Licence to Use
Intellectual Property.


Solely for
purposes of enabling the Collateral Agent to exercise its rights and remedies
pursuant to Article 3 but subject to the next following sentence, and for
no other purpose, the Obligor grants to the Collateral Agent an irrevocable,
nonexclusive licence (exercisable without payment of royalty or other
compensation to the Obligor) to use, assign or sublicense, at any time after
the Security Interest shall have become enforceable, any of the Intellectual
Property owned or licensed by the Obligor wherever the same may be located,
including in such licence access to (i) all media in which any of the licensed
items may be recorded or stored, and (ii) all Software used for
compilation or print-out.  To the extent
that the grant of a license under this Section 2.5 would constitute a
breach or permit the acceleration or termination of any Intellectual Property
licensed by the Obligor, such Intellectual Property shall not be subject to the
licence in favour of the Collateral Agent but the Obligor shall, upon the
reasonable request therefor from the Collateral Agent, use commercially
reasonable efforts to obtain the consent of the third party to such
Intellectual Property to the grant of the licence to the Collateral Agent
hereunder and, upon obtaining such consent, the Obligor shall grant a license
as set forth in this Section 2.5 to the Collateral Agent.


Section 2.6                Care and Custody of Collateral.


(1)                                  The Collateral Agent and the Secured
Creditors shall have no obligation to keep fungible Collateral in their
possession identifiable, but shall be bound to exercise in the keeping of the
Collateral the same degree of care as it would exercise with respect to similar
property owned by it.


(2)                                  The Collateral Agent may, after the
Security Interest shall have become enforceable, (i) notify any Person
obligated on any Receivable or on chattel paper or any obligor on an instrument
or under any Contract to make payments to the Collateral Agent, whether or not
the Obligor was previously making collections on such Receivables, chattel
paper, instruments or Contracts, (ii) assume control of any proceeds
arising from the Collateral,


 


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(iii) direct
the Obligor to cause, and the Obligor shall cause, all payments on account of
the Receivables, chattel paper, instruments and Contracts to be made directly
to the Cash Collateral Account, and (iv) direct the Obligor to promptly
(and in any event within 10 days) deliver all of its chattel paper to the
Collateral Agent.


(3)                                  The Collateral Agent need not see to the
collection of dividends on, or exercise any option or right in connection with,
the Securities and Instruments that are Collateral hereunder and need not
protect or preserve them from depreciating in value or becoming worthless and
is released from all responsibility for any loss of value.  The Collateral Agent shall be bound to exercise
in the physical keeping of such Collateral only the same degree of care as it
would exercise with respect to its own securities.


Section 2.7                Rights
of the Obligor.


(1)                                  Until the Security Interest has become
enforceable, the Obligor shall be entitled to vote the Securities and to
receive all cash dividends.  In order to
allow the Obligor to vote the Securities, the Collateral Agent shall from time
to time, at the request and the expense of the Obligor, (i) execute valid
proxies appointing proxyholders to attend and act at meetings of shareholders,
and (ii) execute resolutions in writing, all pursuant to the relevant
provisions of the Issuer’s governing legislation.  Whenever the Security Interest has become
enforceable, all rights of the Obligor to vote (under any proxy given by the
Collateral Agent (or its nominee) in connection herewith or otherwise) or to
receive dividends shall cease and all such rights shall become vested solely
and absolutely in the Collateral Agent.


(2)                                  Any dividends received by the Obligor
contrary to Section 2.7(1) or any other moneys or property which may be
received by the Obligor after the Security Interest has become enforceable for,
or in respect of, the Collateral shall be received as trustee for the
Collateral Agent and the Lenders and shall be immediately paid over to the
Collateral Agent.


ARTICLE 3

ENFORCEMENT


Section 3.1                Enforcement.


The Security
Interest shall be and become enforceable against the Obligor upon the
occurrence and during the continuance of an Event of Default.


Section 3.2                Remedies.


Whenever the
Security Interest has become enforceable, the Collateral Agent may realize upon
the Collateral and enforce the rights of the Collateral Agent and the Secured
Creditors by:


 


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(a)                                  entry onto any premises where Collateral
consisting of tangible personal property may be located;


(b)                                 entry into possession of the Collateral by
any method permitted by law;


(c)                                  sale or lease of all or any part of the
Collateral;


(d)                                 exercise and enforce all rights and
remedies of a holder of the Securities and Instruments as if the Collateral
Agent were the absolute owner thereof (including, if necessary, causing the
Collateral to be registered in the name of the Collateral Agent or its nominee
if not already done);


(e)                                  collection of any proceeds arising in
respect of the Collateral;


(f)                                    collection, realization or sale of, or
other dealing with, the Receivables;


(g)                                 subject to the terms of any Intellectual
Property licenses and consents with respect thereto obtained pursuant to
Section 2.5, license or sublicense, whether on an exclusive or
nonexclusive basis, any Intellectual Property owned or licensed by the Obligor
for such term and on such conditions and in such manner as the Collateral Agent
shall in its sole judgment determine (taking into account such provisions as
may be necessary to protect and preserve such Intellectual Property);


(h)                                 instruction to 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 an account
maintained with or by the Collateral Agent;


(i)                                     application of any moneys constituting
Collateral or proceeds thereof in accordance with Section 7.4 of the amended
and restated security agreement dated as of March 26, 2002, amended and
restated as of the August 18, 2003 date and amended and restated as of the
Effective Date (as such agreement may be amended, restated, modified and/or
supplemented from time the “U.S. Security Agreement”)
among Holdings, the Borrower, the other assignors party thereto and BofA, as
collateral agent for the secured creditors referred to therein.  Section 7.4 of the U.S. Security Agreement is
hereby incorporated herein by reference and all of the provisions of such
section shall apply hereto, mutatis mutandis;


(j)                                     appointment by instrument in writing of a
receiver (which term as used in this security agreement includes a receiver and
manager) or agent of all or any part of the Collateral and removal or
replacement from time to time of any receiver or agent;


 


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(k)                                  institution of proceedings in any court of
competent jurisdiction for the appointment of a receiver of all or any part of
the Collateral;


(l)                                     institution of proceedings in any court of
competent jurisdiction for sale or foreclosure of all or any part of the
Collateral;


(m)                               filing of proofs of claim and other
documents to establish claims to the Collateral in any proceeding relating to
the Obligor; and


(n)                                 any other remedy or proceeding authorized
or permitted under the PPSA or otherwise by law or equity.


Such remedies
may be exercised from time to time separately or in combination and are in
addition to, and not in substitution for, any other rights of the Collateral
Agent and the Secured Creditors however created.  The Collateral Agent shall not be bound to
exercise any right or remedy, and the exercise of rights and remedies shall be
without prejudice to the rights of the Collateral Agent and the Secured
Creditors in respect of the Obligations including the right to claim for any
deficiency.  By accepting the benefits of
this security agreement and each other Collateral Document, the Secured Creditors
expressly acknowledge and agree that this security agreement and each other
Collateral Document may be enforced only by the action of the Collateral Agent
acting upon the instructions of the Required Lenders (or, if no Credit Document
Obligations remain outstanding, the holders of at least a majority of the
outstanding Interest Rate Obligations) and that no other Secured Creditor shall
have any right individually to seek to enforce this security 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 security agreement, the Intercreditor Agreement and the other
Collateral Documents.


Section 3.3                Additional Rights.


In addition to
the remedies set forth in Section 3.2, the Collateral Agent may, whenever
the Security Interest has become enforceable:


(a)                                  require the Obligor, at the Obligor’s
expense, to assemble the Collateral at a place or places designated by notice
in writing and the Obligor agrees to so assemble the Collateral;


(b)                                 require the Obligor, by notice in writing,
to disclose to the Collateral Agent the location or locations of the Collateral
and the Obligor agrees to make such disclosure when so required;


(c)                                  repair, process, modify, complete or
otherwise deal with the Collateral and prepare for the disposition of the
Collateral, whether on the premises of the Obligor or otherwise;


 


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(d)                                 carry on all or any part of the business of
the Obligor and, to the exclusion of all others including the Obligor
(excluding any tenant leases or other occupancy agreements entered into by the
Obligor, to the extent permitted by the Amended and Restated Credit Agreement,
in accordance with the Amended and Restated Credit Agreement), enter upon,
occupy and use all or any of the premises, buildings, and other property of or
used by the Obligor for such time as the Collateral Agent sees fit, free of
charge, and, except as required by applicable law, the Collateral Agent and the
Secured Creditors shall not be liable to the Obligor for any act, omission or
negligence (other than wilful misconduct and gross negligence (as determined by
a court of competent jurisdiction in a final and non-appealable decision) in so
doing or for any rent, charges, depreciation or damages incurred in connection
with or resulting from such action;


(e)                                  borrow for the purpose of carrying on the
business of the Obligor or for the maintenance, preservation or protection of
the Collateral and grant a security interest in the Collateral, whether or not
in priority to the Security Interest, to secure repayment; and


(f)                                    commence, continue or defend any judicial
or administrative proceedings for the purpose of protecting, seizing,
collecting, realizing or obtaining possession or payment of the Collateral, and
give good and valid receipts and discharges in respect of the Collateral and
compromise or give time for the payment or performance of all or any part of
the accounts or any other obligation of any third party to the Obligor.


Section 3.4                Receiver’s Powers.


(1)                                  Any receiver appointed by the Collateral
Agent shall be vested with the rights and remedies which could have been exercised
by the Collateral Agent in respect of the Obligor or the Collateral and such
other powers and discretions as are granted in the instrument of appointment
and any supplemental instruments.  The
identity of the receiver, its replacement and its remuneration shall be within
the sole and unfettered discretion of the Collateral Agent.


(2)                                  Any receiver appointed by the Collateral
Agent shall act as agent for the Collateral Agent for the purposes of taking
possession of the Collateral, but otherwise and for all other purposes (except
as provided below), as agent for the Obligor. 
The receiver may sell, lease, or otherwise dispose of Collateral as
agent for the Obligor or as agent for the Collateral Agent as the Collateral
Agent may determine in a commercially reasonable manner.  The Obligor agrees to indemnify the receiver
in respect of all such actions (except for actions constituting gross
negligence and/or wilful misconduct as determined in a final and unappealable
decision by a court of competent jurisdiction).


 


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(3)                                  The Collateral Agent, in appointing or
refraining from appointing any receiver, shall not incur liability to the
receiver, the Obligor or otherwise and shall not, except as required by applicable
law, be responsible for any misconduct or negligence of such receiver.


Section 3.5                Appointment of Attorney.


The Obligor
hereby irrevocably appoints the Collateral Agent (and any officer thereof) as
attorney of the Obligor (with full power of substitution) to exercise in the
name of and on behalf of the Obligor, after the Security Interest shall have
become enforceable, any of the Obligor’s right (including the right of
disposal), title and interest in and to the Collateral including the execution,
endorsement, assignment, delivery and transfer of the Collateral to the
Collateral Agent, its nominees or transferees, and the Collateral Agent and its
nominees or transferees are hereby empowered to exercise all rights and powers
and to perform all acts of ownership with respect to the Collateral to the same
extent as the Obligor might do.  The
attorney shall not be liable for any act, failure to act or any other matter or
thing, except for its own gross negligence or wilful misconduct (as determined
by a court of competent jurisdiction in a final and non-appealable
decision).  This appointment and power of
substitution, being coupled with an interest, are irrevocable and shall not
terminate upon the bankruptcy, dissolution, winding up or insolvency of the Obligor.


Section 3.6                Dealing with the Collateral.


(1)                                  The Collateral Agent and the Secured
Creditors shall not be obliged to exhaust their recourse against the Obligor or
any other Person or against any other security they may hold in respect of the
Obligations before realizing upon or otherwise dealing with the Collateral in
such manner as the Collateral Agent may consider desirable.


(2)                                  The Collateral Agent and the Secured
Creditors may grant extensions or other indulgences, take and give up
securities, accept compositions, grant releases and discharges and otherwise
deal with the Obligor and with other Persons, sureties or securities as they
may see fit without prejudice to the Obligations, the liability of the Obligor
or the rights of the Collateral Agent and the Secured Creditors in respect of
the Collateral.


(3)                                  Except as otherwise provided by law or this
security agreement (including Section 2.6(3), the Collateral Agent and the
Secured Creditors shall not be (i) liable or accountable for any failure
to collect, realize or obtain payment in respect of the Collateral,
(ii) bound to institute proceedings for the purpose of collecting,
enforcing, realizing or obtaining payment of the Collateral or for the purpose
of preserving any rights of any persons in respect of the Collateral,
(iii) responsible for any loss occasioned by any sale or other dealing
with the Collateral or by the retention of or failure to sell or otherwise deal
with the Collateral, or (iv) bound to protect the Collateral from depreciating
in value or becoming worthless.


 


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Section 3.7                Standards of Sale.


Without
prejudice to the ability of the Collateral Agent to dispose of the Collateral
in any manner which is commercially reasonable, the Obligor acknowledges that,
to the extent not prohibited by law:


(a)                                  Collateral may be disposed of in whole or
in part;


(b)                                 Collateral may be disposed of by public
auction, public tender or private contract;


(c)                                  any assignee of such Collateral may be the
Collateral Agent, a Secured Creditor or a customer of any such Person;


(d)                                 a disposition of Collateral may be on such
terms and conditions as to credit or otherwise as the Collateral Agent, in its
sole discretion, may deem advantageous; and


(e)                                  the Collateral Agent may establish an upset
or reserve bid or price in respect of Collateral.


Section 3.8                Dealings by Third Parties.


(1)                                  No Person dealing with the Collateral
Agent, any of the Secured Creditors or an agent or receiver shall be required
to determine (i) whether the Security Interest has become enforceable,
(ii) whether the powers which such Person is purporting to exercise have
become exercisable, (iii) whether any money remains due to the Collateral
Agent or the Secured Creditors by the Obligor, (iv) the necessity or
expediency of the stipulations and conditions subject to which any sale or
lease is made, (v) the propriety or regularity of any sale or other
dealing by the Collateral Agent or any Secured Creditor with the Collateral, or
(vi) how any money paid to the Collateral Agent or the Secured Creditors
has been applied.


(2)                                  Any bona fide
purchaser of all or any part of the Collateral from the Collateral Agent or any
receiver or agent shall hold the Collateral absolutely, free from any claim or
right of whatever kind, including any equity of redemption, of the Obligor,
which it specifically waives (to the fullest extent permitted by law) as
against any such purchaser together with all rights of redemption, stay or
appraisal which the Obligor has or may have under any rule of law or statute
now existing or hereafter adopted.


Section 3.9                Registration Rights.


If the
Administrative Agent shall determine to exercise its right to sell any or all
of the Securities pledged hereunder, and if in the opinion of the
Administrative Agent it is necessary or advisable to have any such Securities:


(a)                                  qualified for distribution by prospectus
pursuant to the applicable securities legislation in any or all provinces of
Canada, the Obligor will cause the Issuer thereof to (i) use its best efforts
to file, and obtain a


 


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receipt
from the applicable securities regulatory authorities, for a preliminary and
final prospectus offering for sale such number of Securities as the Administrative
Agent shall direct; and (ii) execute and deliver, and cause the directors and
officers of such Issuer to execute and deliver, all such certificates,
instruments and documents, and do or cause to be done all such other acts as
may be, in the opinion of the Administrative Agent, necessary or advisable to
qualify such Securities for distribution by prospectus pursuant to the
applicable securities legislation in any or all provinces of Canada; or


(b)                                 sold or registered under the provisions of
the U.S. Securities Act of 1933, as amended, the Obligor will cause the Issuer
thereof to (i) execute and deliver, and cause the directors and officers of
such Issuer to execute and deliver, all such instruments and documents, and do
or cause to be done all such other acts as may be, in the opinion of the
Administrative Agent, necessary or advisable to register the Securities pledged
hereunder, or that portion thereof to be sold, under the provisions of the U.S.
Securities Act of 1933, as amended, (ii) use its best efforts to cause the
registration statement relating thereto to become effective and to remain
effective for a period of one year from the date of the first public offering
of the Securities pledged hereunder, or that portion thereof to be sold, and (iii)
make all amendments thereto and/or to the related prospectus which, in the
opinion of the Administrative Agent, are necessary or advisable, all in
conformity with the requirements of the U.S. Securities Act of 1933, as
amended, and the rules and regulations applicable thereto.


The Obligor
agrees to cause such Issuer to comply with the provisions of the securities
legislation in effect in any or all of the provinces of Canada, the U.S.
Securities Act of 1933, as amended, and the securities or “Blue Sky” laws of
any jurisdictions outside Canada, in each case, which the Administrative Agent
shall designate.


ARTICLE 4

REPRESENTATIONS, WARRANTIES AND COVENANTS


Section 4.1                General Representations,
Warranties and Covenants.


The Obligor
hereby represents and warrants and covenants and agrees that:


(a)                                  Necessary Filings. 
Except as set out forth in Sections 11.19 (a) and
(b) of the Amended and Restated Credit Agreement, all filings, registrations and
recordings necessary or appropriate to create, preserve and perfect the
Security Interest granted hereby in respect of the Collateral located in
jurisdictions (save and except for any filings, registrations or recordings:
(A) in respect of fixtures in the appropriate


 


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land
registry office; and (B) in respect of any assignment of Crown debts (as that
term is defined in the Financial
Administration Act (Canada)) to which Part VII of the Financial Administration Act (Canada)
applies), which filings, registrations or recordings the Obligor is not
required to make) have been accomplished or will be accomplished within one
Business Day from the Effective Date and upon such filings, registrations or
recordations, the Security Interest granted hereby in and to the Collateral
constitutes or will constitute 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 such relevant laws as enacted in any relevant jurisdiction
to perfected security interests, in each case to the extent that the Collateral
consists of the type of property in which a security interest may be created;


(b)                                 No Liens. The Obligor is, and as to Collateral
acquired by it from time to time after the Effective Date the Obligor will be,
the owner or licensee of all Collateral free from any Lien, adverse claim or
other right, title or interest of any other Person (other than Permitted Liens
and the Security Interest), and the Obligor shall defend the Collateral to the
extent of its rights therein against all claims and demands of all Persons at
any time claiming the same or any interest therein adverse to the Collateral
Agent;


(c)                                  Other Financing Statements.  As of the Effective Date, in the Qualified
Canadian Jurisdictions, 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 except as
disclosed in Schedule 4.1(c), and the Obligor 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 and by the other Credit
Documents to which the Obligor is a party or as permitted by the Amended and
Restated Credit Agreement or in connection with Permitted Liens;


(d)                                 Chief Executive Office; Records.  The chief executive office of the Obligor is
located at the address indicated on Schedule 4.1(d).  The Obligor will not move its chief executive
office except to such new location as the Obligor may establish in accordance
with the last sentence of this Section 4.1(d).  The originals of all documents evidencing all
Receivables, Contract Rights and Trade Secret Rights of the Obligor and the
only original books of account and records of the Obligor relating thereto are,
and will continue to be, kept at such chief


 


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executive
office, and/or one or more of the other record locations set out on Schedule
4.1(d) or at such new locations as the Obligor may establish in accordance with
the last sentence of this Section 4.1(d). 
All Receivables and Contract Rights and Trade Secret Rights of the
Obligor are, and will continue to be, maintained at, and controlled and
directed (including for general accounting purposes) from, the office locations
described above or such new location established in accordance with the last
sentence of this Section 4.1(d). 
The Obligor shall not establish new locations for such offices until
(i) it shall have given to the Collateral Agent not less than 15 days’
prior written notice (or such lesser notice as shall be acceptable to the
Collateral Agent in the case of a new record location to be established in
connection with newly acquired Contracts) of its intention to do so, clearly
describing such new location and providing such other information in connection
therewith as the Collateral Agent may reasonably request; (ii) with
respect to such new location, it shall have taken all action, reasonably satisfactory
to 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; and (iii) at the reasonable
request of the Collateral Agent, it shall have furnished an opinion of counsel
or other evidence acceptable to the Collateral Agent to the effect that all
financing and continuation statements and amendments or supplements thereto
(and similar documents and filings under the law of any relevant jurisdiction)
have been filed in the appropriate filing office or offices, and all other
actions (including the payment of all filing fees and taxes, if any, payable in
connection with such filings) have been taken, in order to perfect (and maintain
the perfection of and priority of) the Security Interest granted hereby
(subject only to Permitted Liens) in respect of the types of Collateral
referred to in Section 2.1(1);


(e)                                  Location of Inventory and Equipment.  All Inventory and equipment (including Units)
held on the Effective Date by the Obligor (excluding Units at such time leased
to customers) are located at one of the locations shown on Schedule
4.1(e).  All Units and other Inventory
(including Units at such time leased to customers) are located in one of the
jurisdictions listed on Schedule 4.1(e). 
The Obligor agrees that all Inventory and equipment (including Units)
now held or subsequently acquired by it (excluding Units at such time leased to
customers) shall be kept at (or shall be in transport to or from) any one of
the locations listed on Schedule 4.1(e), or such new location as the Obligor
may establish in accordance with the last sentence of this
Section 4.1(e).  The Obligor may
establish a new location for Inventory and equipment (including Units but
excluding Units leased to customers) if (i) it shall have given to the
Collateral Agent not less than 20 days prior written


 


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notice
of its intention so to do, clearly describing such new location and providing
such other information in connection therewith as the Collateral Agent may
reasonably request, (ii) with respect to such new location, it shall have
taken all action reasonably satisfactory to 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 and
(iii) at the reasonable request of the Collateral Agent, it shall have
furnished an opinion of counsel or other evidence acceptable to the Collateral
Agent to the effect that all financing and continuation statements and
amendments or supplements thereto (and similar documents and filings under the
law of any relevant jurisdiction) have been filed in the appropriate filing
office or offices, and all other actions (including the payment of all filing
fees and taxes, if any, payable in connection with such filings) have been
taken, in order to perfect (and maintain the perfection and priority of) the
Security Interest granted hereby (subject only to Permitted Liens);


(f)                                    Recourse.  This security agreement is made with full
recourse to the Obligor and pursuant to and upon all the warranties,
representations, covenants and agreements on the part of the Obligor contained
herein, in the other Credit Documents to which the Obligor is a party, in the
Interest Rate Agreements, if any, to which the Obligor is a party, and
otherwise in writing in connection herewith or therewith;


(g)                                 Trade Names, Change of Name.  The Obligor has not and does not operate in
any jurisdiction under, or in the preceding twelve months has not had and has
not operated in any jurisdiction under, any trade names, fictitious names or
other names (including any names of divisions or operations) except its legal
name and such other trade, fictitious or other names as are listed on Schedule
4.1(g) Schedule 4.1(g).  The Obligor has
only operated under each name set forth in Schedule 4.1(g) in the jurisdiction
or jurisdictions set forth opposite each such name on Schedule 4.1(g).  The Obligor shall not change its legal name
or assume or operate in any jurisdiction under any trade, fictitious or other
name except those names listed on Schedule 4.1(g) in the jurisdictions listed
with respect to such names (including any names of divisions or operations) and
new names and/or jurisdictions established in accordance with the last sentence
of this Section 4.1(g).  The Obligor
shall not assume or operate in any jurisdiction under any new trade, fictitious
or other name or, to the extent such operation might impair the creation,
maintenance, perfection or priority of any Security Interest granted hereunder,
operate under any existing name in any additional jurisdiction until
(i) it shall have given to the Collateral Agent not less than 30 days’
prior written notice of its


 


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intention
so to do, clearly describing such new name and/or jurisdiction and, in the case
of a new name, the jurisdictions in which such new name shall 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
and/or new jurisdiction, it shall have taken all action 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 and
(iii) at the request of the Collateral Agent, it shall have furnished an
opinion of counsel or other evidence reasonably acceptable to the Collateral
Agent to the effect that all financing and continuation statements and
amendments or supplements thereto (and similar documents and filings under the
law of any relevant jurisdiction) have been filed in the appropriate filing office
or offices, and all other actions (including the payment of all filing fees and
taxes, if any, payable in connection with such filings) have been taken, in
order to perfect (and maintain the perfection and priority of) the security
interest granted hereby (subject only to Permitted Liens) in respect of the
types of Collateral referred to in Section 2.1(1).


(h)                                 Units. 
Subject to Section 11.19(a) of the Amended and Restated Credit Agreement
and Section 4.1(a), 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 any applicable law in lieu of or in addition to the filing of
financing statements under the PPSA or any other personal property security
legislation enacted in any relevant jurisdiction are required to be taken so
that the security interests in the respective Units created pursuant to this
security agreement are fully perfected under such law, all such actions have
been taken.  Subject to Section 11.19(a)
of the Amended and Restated Credit Agreement and Section 4.1(a), in the event
any change in applicable law in any relevant jurisdiction 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 relevant
jurisdiction in which any Unit is located (whether involving the Obligor or any
unrelated third person) shall render any of the information provided pursuant
to the preceding sentence inaccurate in any respect, then the Obligor 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 Amended
and Restated Credit Agreement and Section 4.1(a), as new Units are
acquired after the date of this security agreement, or to the extent that Units
are moved to different jurisdictions after the date of this security


 


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agreement,
the Obligor 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 shall be required under applicable law to ensure that the security
interests of the Collateral Agent therein are perfected under relevant
law.  Immediately upon any request of the
Collateral Agent made for the purpose set forth in this sentence, the Obligor
shall provide the serial numbers or vehicle identification numbers, as
applicable, for each Unit 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 or priority of the Security
Interest over other creditors or buyers or lessees of the Units in accordance
with the PPSA or the personal property security legislation enacted in any
relevant jurisdiction.  As of the
Effective Date, none of the Units are self-propelled or constitute “motor
vehicles” within the meaning of the PPSA and the Obligor will immediately notify
the Collateral Agent if any Units become self-propelled or become “motor
vehicles” within the meaning of the PPSA. 
None of the Units are “equipment” (as that term is defined in the PPSA)
to the Obligor.  None of the Contracts
with account debtors (i) located in the Province of Ontario for the
purposes of the PPSA constitute “security agreements” as defined therein; or
(ii) located outside of the Province of Ontario for the purposes of the
personal property security legislation enacted in such jurisdiction are subject
to the perfection, registration and priority provisions of such
legislation.  Subject to Section 11.19(a)
of the Amended and Restated Credit Agreement and Section 4.1(a), the Obligor
will take all such steps as may be necessary to perfect under the PPSA or the
personal property security legislation enacted in any other relevant
jurisdiction its interest in any Contracts which are subject to the perfection,
registration and priority provisions of such legislation.


(i)                                     Securities and Instruments.


(i)                                     The Obligor is the legal and beneficial
owner of, and it has good and marketable title to all Collateral consisting of
one or more Securities and it has sufficient interest in all Collateral in
which a security interest is purported to be created hereunder for such
security interest to attach (subject, in each case, to no Lien, option or
adverse claim whatsoever, except the Security Interest created by this security
agreement);


(ii)                                  No person, firm or corporation has or will
have any written or oral option, warrant, right, call, commitment, conversion
right, right of exchange or other agreement or any right or privilege


 


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(whether
by law, pre-emptive or contractual) capable of becoming an option, warrant,
right, call, commitment, conversion right, right of exchange or other agreement
to acquire any right or interest in any of the Collateral consisting of
Securities or Instruments;.


(iii)                               The Obligor has full power, authority and
legal right to pledge all the Collateral consisting of Securities and
Instruments pledged by it pursuant to this security agreement;


(iv)                              All of the Collateral consisting of
Securities and Instruments has been duly and validly issued and acquired, is
fully paid and non-assessable and is subject to no options to purchase or
similar rights;


(v)                                 Each of the Instruments pledged hereunder,
constitutes, or when executed by the obligor thereof will to the knowledge of
the Obligor constitute, the legal, valid and binding obligation of such
obligor, enforceable in accordance with its terms, except to the extent that
the enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws generally affecting creditors’
rights and by equitable principles (regardless of whether enforcement is sought
in equity or at law);


(vi)                              the pledge, collateral assignment and
delivery to the Collateral Agent of the Collateral consisting of certificated
Securities pursuant to this security agreement creates a valid and perfected
first priority security interest in such certificated Securities, and the
proceeds thereof, subject to no prior Lien or to any agreement purporting to
grant to any third party a Lien on the property or assets of such the Obligor
which would include the Securities (other than Permitted Liens) and the
Collateral Agent is entitled to all the rights, priorities and benefits
afforded by the PPSA or other relevant personal property securities legislation
as enacted in any relevant jurisdiction to perfect security interests in
respect of such Collateral; and


(vii)                           “possession”
(within the meaning of the PPSA) has been obtained by the Collateral Agent over
all Collateral consisting of Securities and Instruments.


(j)                                     Timber.  The Obligor does not own, or expect to
acquire, any property which constitutes, or would constitute, timber.  If at any time after the Effective Date, the
Obligor owns, acquires or obtains rights to any


 


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timber,
the Obligor shall furnish the Collateral Agent with prompt written notice
thereof (which notice shall describe in reasonable detail the timber 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.


Section 4.2                After Acquired Receivables.


As of the time
when each of its Receivables arises, the Obligor shall be deemed to have
represented and warranted that each such Receivable, and all records, papers
and documents delivered to the Collateral Agent relating thereto (if any) are
genuine and in all respects what they purport to be, and that all papers and
documents (if any) relating thereto (i) will, to the knowledge of the Obligor,
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 labour or services or the sale or lease and
delivery of the merchandise listed therein, or both, (ii) will, to the
knowledge of the Obligor, be the only original writings evidencing and
embodying such obligation of the account debtor named therein (other than
copies created for general accounting purposes), (iii) will, to the
knowledge of the Obligor, evidence true and valid obligations, enforceable in
accordance with their respective terms, subject to adjustments customary in the
business of the Obligor in accordance with past practice, and (iv) will be
in compliance and will conform with all applicable federal, state and local
laws and material applicable laws of any relevant foreign jurisdiction.


Section 4.3                Maintenance of Records for
Receivables and Contracts.


The Obligor
will keep and maintain at its own cost and expense accurate records of its
Receivables and Contracts, including the 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 the Obligor will make the same available to the
Collateral Agent for inspection on the Obligor’s premises, at the Obligor’s own
cost and expense, at any and all reasonable times upon one Business Day’s prior
notice.  Upon the occurrence and during
the continuance of an Event of Default, at the request of the Collateral Agent,
the Obligor shall, at its own cost and expense, deliver all tangible evidence
of its Receivables and Contract Rights (including all documents evidencing its Receivables
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 the Obligor).  Upon the occurrence and
during the continuance of an Event of Default, if the Collateral Agent so
directs, the Obligor shall legend, in form and manner reasonably satisfactory
to the Collateral Agent, its Receivables and the Contracts, as well as books,
records and documents (if any) of the Obligor evidencing or pertaining to such
Receivables with an appropriate reference to the fact that such Receivables and
Contracts have been assigned to the Collateral Agent and that the Collateral
Agent has a security interest therein.


 


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Section 4.4                Modification of Terms, etc.


The Obligor
shall not rescind or cancel any indebtedness evidenced by any Receivable or
under any Contract, 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 Receivable or
Contract, or interest therein, without the prior written consent of the Collateral
Agent except as permitted by Section 4.5. 
The Obligor will duly fulfill all obligations on its part to be
fulfilled under or in connection with its Receivables and the Contracts and
will do nothing to impair the rights of the Collateral Agent in the Receivables
or Contracts.


Section 4.5                Collection.


The Obligor
shall, in accordance with its ordinary business practices, endeavour to cause
to be collected from the account debtor named in each of its Receivables or
obligor under any Contract, as and when due (including 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
Receivable or Contract, and apply forthwith upon receipt thereof all such
amounts as are so collected to the outstanding balance of such Receivable or
under such Contract, except that, prior to occurrence and continuance of an
Event of Default, the Obligor may allow in the ordinary course of business as
adjustments to amounts, services and products owing under its Receivables and
Contracts (i) an extension or renewal of the time or times of payment, or
settlement for less than the total unpaid balance, which the Obligor 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 the Obligor deems
appropriate in the exercise of its commercially reasonable business
judgment.  The costs and expenses
(including reasonable attorneys’ fees) of collection, whether incurred by the
Obligor or the Collateral Agent, shall be borne by the Obligor.


Section 4.6                Obligor Remains Liable.


Anything
herein to the contrary notwithstanding, the Obligor shall remain liable to
observe and perform all of the conditions and obligations to be observed and
performed under or with respect to the Collateral.  Neither the Collateral Agent nor any Secured
Creditor shall have any obligation or liability under or with respect to any
Collateral by reason of or arising out of this security agreement or the
receipt by the Collateral Agent or any Secured Creditor of any Collateral
pursuant hereto, nor shall the Collateral Agent or any Secured Creditor be
obligated in any manner to perform any of the obligations of the Obligor under
or with respect to any Collateral.


 


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Section 4.7                Collateral in the Possession of
a Bailee.


If any
Inventory or other goods are at any time in the possession of a bailee, the
Obligor shall promptly notify the Collateral Agent thereof and, if requested by
the Collateral Agent, shall use its reasonable best efforts to promptly obtain
an acknowledgement 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 Obligor.  The Collateral Agent agrees with the Obligor
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 Obligor with respect to any such bailee.


Section 4.8                Intellectual Property


As of the
Effective Date, the Obligor represents and warrants that, other than the rights
to use certain Trade-marks licensed to the Obligor, as more particularly
described in Section 4.9, there is no other Intellectual Property owned by
or licensed to the Obligor which is material to and used by the Obligor in the
conduct of its business.


Section 4.9                Representations and Warranties
Concerning Trade-marks.


The Obligor
represents and warrants that (i) pursuant to the Trade-mark License
Agreement, it is the authorized licensee of the Trade-marks listed on Schedule
2.1(1)(h) (the “Licensed Trade-marks”),
and the said trade-mark license is valid, subsisting and has not been
cancelled, (ii) it is the true and lawful owner of the Trade-marks listed
on Schedule 2.1(1)(h) (the “Owned Trade-Marks”),
and that such Licensed Trade-marks and Owned Trade-marks constitute all
trade-marks, registrations of trade-marks and applications for registrations of
trade-marks in the Canadian Intellectual Property Office - Trade-marks or the
equivalent thereof in any other country, that the Obligor owns or uses that are
material to its business as of the Effective Date and that said registrations
and applications are valid, subsisting and have not been cancelled.  The Obligor represents and warrants that it
owns, is licensed to use or otherwise has the right to use, all Trade-marks
that it uses.  The Obligor further
warrants that, it has no knowledge of any third party claim received by it,
that any aspect of the Obligor’s present or contemplated business operations
infringes or will infringe any trade-mark, 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.  The Obligor represents and warrants that the
Obligor is not aware of any third-party claim that any registration is invalid
or unenforceable, and is not aware that there is any reason that any
registration is invalid or unenforceable. 
The Obligor represents and warrants that upon the recordation of
Confirmation of a Security Interest in Intellectual Property in the form of
Schedule 4.1(a) in the Canadian Intellectual Property Office — Trade-marks,
together with filings of financial statements under the PPSA and pursuant to
the personal property security legislation enacted in Alberta, all filings,
registrations and recordings necessary or appropriate, to the extent permitted
by applicable law, to


 


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perfect
any security interest granted to the Collateral Agent in the Owned Trade-marks,
if any, covered by this security agreement under applicable federal and
provincial law will have been accomplished. 
The Obligor agrees, if and when it owns any Trade-marks, to execute such
Confirmation of Security Interest in Intellectual Property covering all right,
title and interest in any such Owned Trade-marks, and the associated goodwill,
of the Obligor, and to record the same in the Canadian Intellectual Property
Office — Trade-marks.


Section 4.10             Trade-mark Licenses and
Assignments.


Except as
otherwise permitted by the Amended and Restated Credit Agreement, the Obligor
hereby agrees not to divest itself of any right under any material Trade-mark,
including the Licensed Trade-marks, other than in the ordinary course of
business in accordance with its reasonable business judgment absent the prior
written approval of the Collateral Agent which shall not be unreasonably
withheld or delayed.


Section 4.11             Trade-mark Infringements.


The Obligor
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 the Obligor believes is
infringing, diluting or otherwise violating any of the Obligor’s rights in and
to any material Trade-mark, including the Licensed Trade-marks, in any manner
that could reasonably be expected to have a Material Adverse Effect, or with
respect to any party claiming that the Obligor’s use of any material
Trade-mark, including the Licensed Trade-marks, violates in any material
respect any property right of that party. 
The Obligor further agrees to prosecute in accordance with reasonable
business practices any person infringing any Trade-mark, including the Licensed
Trade-marks, in any manner that could reasonably be expected to have a Material
Adverse Effect.


Section 4.12             Preservation of Trade-marks.


The Obligor
agrees to use its Trade-marks in connection with its business sufficiently, and
to take all other actions as are reasonably necessary, to preserve such
Trade-marks as trade-marks under the laws of Canada and any relevant foreign
jurisdiction (other than any such Trade-marks which the Obligor determines, in
its reasonable business judgement, are no longer used or useful in its business
or operations), provided that such use with respect to the Licensed Trade-marks
shall be subject to and in accordance with the terms of the Trade-mark License
Agreement.


Section 4.13             Maintenance of Trade-mark
Registration.


The Obligor
shall, at its own expense, diligently (i) do all things required by the
Trade-mark License Agreement to remain in good standing thereunder, and
(ii) process all documents, filings, applications, affidavits of use and
applications for renewal required by the Trade-marks Act
(Canada), or any other applicable law of Canada or any foreign equivalent
thereof, to maintain registrations in respect of its


 


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material
registered Trade-marks, if any, 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 the Obligor determines, in its reasonable business judgement, are no
longer useful or prudent to pursue).


Section 4.14             Future Registered Trade-marks.


If
registration for any Trade-mark which is material and/or necessary to its
business issues hereafter to the Obligor as a result of any application now or
hereafter pending before the Canadian Intellectual Property Office —
Trade-marks, or equivalent governmental agency in any foreign jurisdiction,
within 30 days of receipt of the certificate evidencing such registration, the
Obligor shall deliver to the Collateral Agent a copy of such certificate, and a
Confirmation of Security Interest in Intellectual Property in the form of
Schedule 4.1(a) in respect of such Trade-mark, to the Collateral Agent and at
the expense of the Obligor, confirming the grant of a security interest in such
Trade-mark to the Collateral Agent hereunder.


Section 4.15                                        Representations and Warranties
Concerning Patents, Copyrights and Designs.


The Obligor
represents and warrants that it is the true and lawful owner of all rights in or
otherwise has the right to use (i) all trade secrets and proprietary
information necessary to operate the business of the Obligor (the “Trade Secret Rights”), (ii) the Patents listed on
Schedule 2.1(1)(h) and that such listed Patents include all the patents and
applications for patents that the Obligor owns as of the Effective Date,
(iii) the Copyrights listed in Schedule 2.1(1)(h) and that such listed
Copyrights constitute all registrations of copyrights and applications for
copyright registrations that the Obligor now owns, and (iv) the Designs
listed in Schedule 2.1(1)(h) and that such listed Designs constitute all
registrations of industrial designs and applications for industrial design
registrations that the Obligor now owns. 
The Obligor further warrants that it has no knowledge of any third party
claim that any aspect of the Obligor’s present or contemplated business
operations infringes or will infringe any patent or any copyright of any other
Person or that the Obligor 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. 
The Obligor represents and warrants that upon the recordation of Confirmation
of a Security Interest in Intellectual Property in the form of Schedule 4.1(a)
in the Canadian Intellectual Property Office - Patents, together with filings
of financial statements under the PPSA and pursuant to the personal property
security legislation enacted in Alberta, all filings, registrations and
recordings necessary or appropriate, to the extent permitted by applicable law,
to perfect the security interest granted to the Collateral Agent in the Patents
covered by this security agreement, if any, under applicable federal and provincial
law will have been accomplished.  The
Obligor agrees, if and when it owns any Patents, to execute such Confirmation
of Security Interest in Intellectual Property covering all right, title and
interest in each


 


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such
Patent, and the associated goodwill, of the Obligor, and to record the same in
the Canadian Intellectual Property Office — Patents.


Section 4.16             Patent, Copyright and Design
Licenses and Assignments.


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


Section 4.17             Patent, Copyright and Design
Infringements.


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


Section 4.18             Maintenance of Patents, Copyrights
and Designs.


At its own expense,
the Obligor shall make timely payment of all post-issuance or other fees and
take all other actions necessary to maintain in force its rights under each
Patent, Copyright or Design of the Obligor, if any, absent prior written
approval of the Collateral Agent (other than any such Patents, Copyrights or
Designs which are no longer used or useful in its business or operations).


Section 4.19             Prosecution of Patent, Copyright
and Design Applications.


At its own
expense, the Obligor shall diligently prosecute all material applications for
Patents, Copyrights and Designs listed in Schedule 2.1(1)(h), and shall not
abandon any such application prior to exhaustion of all administrative and
judicial remedies, (other than applications deemed by the Obligor to be no
longer prudent to pursue) absent written consent of the Collateral Agent.


Section 4.20             Future Patents, Copyrights and
Designs.


Within 30 days
of the acquisition or issuance of a Patent, a Copyright registration or Design,
or of filing of an application for a Patent, Copyright or Design, in each case,
which is material or necessary to its business, the Obligor shall deliver to
the Collateral Agent a copy of the certificate of registration of, or
application for, such Patent, Copyright or Design, with a Confirmation of
Security


 


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Interest
in the form of Schedule 4.1(a) in respect of such Patent, Copyright or Design
to the Collateral Agent and at the expense of the Obligor, confirming the grant
of a security interest in such Patent, Copyright or Design to the Collateral
Agent hereunder.


Section 4.21             Remedies Concerning Intellectual
Property.


In addition to
the remedies set forth in Article 3, if the Security Interest becomes
enforceable, the Collateral Agent may by written notice to the Obligor, take
any or all of the following actions:


(a)                                  exercise, with respect to the Licensed
Trade-marks, its rights pursuant to Section 2.5;


(b)                                 declare the entire right, title and
interest of the Obligor in and to each of the Owned Trade-marks, if any,
together with all trade-mark 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 granted under Section 3.5 to
execute, cause to be acknowledged and notarized and record any document
required by the Canadian Trade-marks Office or any equivalent government agency
or office in any foreign jurisdiction in order to effect an absolute assignment
of all right, title and interest in any Owned Trade-mark to the Collateral
Agent and register the same with the applicable agency;


(c)                                  take and use or sell the Owned Trade-marks
and the goodwill of the Obligor’s business symbolized by the Owned Trade-marks
and the right to carry on the business and use the assets of the Obligor in
connection with which the Owned Trade-marks have been used;


(d)                                 in connection with the exercise of any of
the other remedies provided for in this security agreement or any other Credit
Document, direct the Obligor to refrain, in which event the Obligor shall
refrain, from using the Owned Trade-marks or the Licensed Trade-marks in any
manner whatsoever, directly or indirectly;


(e)                                  direct the Obligor to execute such other
and further documents that the Collateral Agent may reasonably request to
further confirm the foregoing and to transfer ownership of the Trade-marks and
registrations and any pending trade-mark application in the Canadian
Intellectual Property Office - Trade-marks or any equivalent government agency
or office in any foreign jurisdiction to the Collateral Agent;


(f)                                    declare the entire right, title, and
interest of the Obligor in each of the Patents, Copyrights and Designs, if any,
vested in the Collateral Agent


 


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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 granted under Section 3.5 to execute, cause
to be acknowledged and notarized and record any document required by the
Canadian Intellectual Property Office — Patents, - Copyrights or - Industrial
Designs, as the case may be, or any equivalent government agency or office in
any foreign jurisdiction in order to effect an absolute assignment of all
right, title and interest in each Patent, each registered Copyright and each
registered Design, in each case if any, to the Collateral Agent and register
the same with the applicable agency;


(g)                                 in connection with the exercise of any of
the other remedies provided for in this security agreement or any other
Collateral Document, take and practice or sell the Patents, Copyrights and
Designs, if any;


(h)                                 in connection with the exercise of any of
the other remedies provided for in this security agreement or any other
Collateral Document, direct the Obligor to refrain, in which event the Obligor
shall refrain, from practising the Patents, the Copyrights and the Designs, if
any, directly or indirectly; and


(i)                                     the Obligor shall execute such other and
further documents as the Collateral Agent may reasonably request further to
confirm the foregoing and to transfer ownership of the Patents, Copyrights and
Designs, if any, to the Collateral Agent for the benefit of the Secured Creditors.


Section 4.22             Status of Accounts Collateral.


The Obligor
agrees that it shall, with respect to the Collateral (i) maintain books
and records pertaining to the Collateral in such detail, form and scope as the
Collateral Agent may reasonably require, and (ii) if any amount payable
under or in connection with any account in excess of Cdn.$150,000 is evidenced
by a promissory note, letter of credit or other instrument, immediately pledge,
endorse, assign and deliver to the Collateral Agent the promissory note or
instrument, as additional Collateral.


Section 4.23             Business Outside Certain
Jurisdictions.


The Obligor
agrees that it shall notify the Collateral Agent in writing:


(a)                                  at least 10 Business Days prior to any of
the following changes becoming effective, of (i) any proposed change in
the location of any place of business of the Obligor or any of its Subsidiaries
and (ii) tangible property of the Obligor or any of its Subsidiaries being
stored in any place outside the Province(s) of Ontario, Quebec, Alberta,
British Columbia, Manitoba and Saskatchewan; and


 


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(b)                                 of (i) any change, to the knowledge of
the Obligor, in the location of the chief executive office or head office of
each account debtor of the Obligor and each of its Subsidiaries to a
jurisdiction other than any province of Canada or state in the United States of
America; or (ii) any new account debtor with its chief executive office or
head office in a jurisdiction other than any province of Canada or state in the
United States of America; or (iii) any change, to the knowledge of the
Obligor, in the location of Units leased to customers of the Obligor and each
of its Subsidiaries to a jurisdiction other than the jurisdictions specified
under the heading “Leased Units”
in Schedule 4.1(d).


Section 4.24             Insurance.


Except as
otherwise permitted by the Credit Documents, the Obligor will do nothing to
impair the rights of the Collateral Agent in the Collateral.  The Obligor will at all times keep its Inventory
and equipment (including the Units) insured in favour of the Collateral Agent,
at the Obligor’s own expense to the extent required by the Amended and Restated
Credit Agreement against fire, theft and all other risks to which such
Collateral may be subject; all policies or certificates with respect to such
insurance shall be endorsed to the Collateral Agent’s reasonable satisfaction
for the benefit of the Collateral Agent (including by naming the Collateral
Agent as additional insured and loss payee) and deposited with the Collateral
Agent.  If the Obligor shall fail to
insure such Inventory and equipment (including the Units) to the extent
required by the Amended and Restated Credit Agreement, or if the Obligor shall
fail to so endorse and deposit all policies or certificates with respect
thereto, the Collateral Agent, shall have the right (but shall be under no
obligation), upon five Business Days’ prior written notice to the Obligor, to
procure such insurance and the Obligor agrees to reimburse the Collateral Agent
for all reasonable costs and expenses of procuring such insurance.  Upon the occurrence and during the
continuance of an Event of Default (or a Default under Section 9.1(e) of the
Amended and Restated Credit Agreement), the Collateral Agent may apply any
proceeds of such insurance required to be maintained pursuant to this
Section 4.24 in accordance with Section 5.10.  The Obligor assumes all liability and
responsibility in connection with the Collateral acquired by it and the
liability of the Obligor 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 the Obligor.


Section 4.25             Perfection and Protection of Security
Interest.


The Obligor
agrees that it shall perform, execute and deliver, and cause its Subsidiaries
to perform, execute and deliver, all acts, agreements, and other documents as
may be reasonably requested by the Collateral Agent at any time to register,
file, signify, publish, perfect, maintain, protect, and enforce the Security
Interest including (i) executing, recording and filing of the Credit
Documents and financing or continuation statements in connection therewith, in
form and substance satisfactory to the Collateral Agent, acting reasonably, and
pay all taxes, fees and


 


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other
charges payable in connection therewith, (ii) delivering to the Collateral
Agent the originals of all instruments, documents and chattel paper and all
other Collateral of which the Collateral Agent reasonably determines it should
have physical possession in order to perfect and protect the Security Interest,
duly endorsed or assigned to the Collateral Agent, (iii) delivering to the
Collateral Agent warehouse receipts covering any portion of the Collateral
located in warehouses and for which warehouse receipts are listed,
(iv) placing notations on its books of account to disclose the Security
Interest, (v) delivering to the Collateral Agent all letters of credit on
which the Obligor or any of its Subsidiaries is named beneficiary, and
(vi) taking such other steps as are deemed necessary by the Collateral
Agent, acting reasonably, to maintain the Security Interest.


Section 4.26             Additional Security.


The Obligor
agrees that it shall grant, and cause each of its Subsidiaries to grant, to the
Collateral Agent, for the benefit of the Secured Creditors, security interests
and mortgages in such assets and properties of the Obligor or such Subsidiary
as are not covered by the original Credit Documents or as may be reasonably
requested from time to time by the Collateral Agent pursuant to documentation
reasonably satisfactory in form and substance to the Collateral Agent constituting
valid and enforceable perfected security interests superior to and prior to the
rights of all third  Persons and subject
to no other Liens, except for Permitted Liens.


Section 4.27             Financing Statements.


The Obligor
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 request or as are necessary in the
reasonable opinion of the Collateral Agent to establish and maintain a valid, enforceable
and first priority (subject only to Permitted Liens) perfected security
interest in the Collateral as provided herein and in the other rights and
security contemplated hereby all in accordance with the PPSA or the personal
property security legislation as enacted in any and all relevant jurisdictions
or any other relevant law.  The Obligor
will pay any applicable filing fees, recordation taxes and related expenses
relating to its Collateral.  The Obligor
hereby authorizes the Collateral Agent to file any such financing statements
without the signature of the Obligor where permitted by law.


Section 4.28                            Deposit
Accounts.


(1)                                  The Obligor does not maintain, and shall
not at any time after the Effective Date establish or maintain, any demand,
time, savings, passbook or similar account, except for such accounts which are
permitted pursuant to Section 8.16 of the Amended and Restated Credit
Agreement.  Schedule 4.28 accurately sets
forth each account maintained by the Obligor (including a description thereof
and the respective account number), the name of the respective bank with which
such account is maintained, and the branch of the


 


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bank at
which such account is maintained.  For
each account, the Obligor shall cause the bank with which the 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
Exhibit “A” to Schedule 4.28 (appropriately completed) with such changes
thereto as may be acceptable to the Collateral Agent.  The Collateral Agent and the Obligor agree
that: (i) the control agreement regarding deposit accounts between the Obligor,
The Bank of Nova Scotia and Bankers Trust Company (now Deutsche Bank Trust
Company Americas), a predecessor in interest of the Collateral Agent, dated as
of May 10, 2002 (the “Existing Control
Agreement”), which control agreement has been assigned by Deutsche
Bank Trust Company Americas to the Collateral Agent by an agreement of even
date herewith, constitutes a control agreement for the purposes of this Section
4.28; and (ii) the Existing Control Agreement is confirmed in all respects and
shall continue in full force and effect. 
If any bank with which such account is maintained refuses to, or does
not, enter into such a control agreement, the Obligor shall promptly (and in
any event within 30 days of the date of the respective request) close the
respective account and transfer all balances therein to another account meeting
the requirements of this Section 4.28 (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 an account is maintained refuses to subordinate all of its claims with
respect to such 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 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 account be terminated
(within 30 days after notice from the Collateral Agent) in accordance with the
requirements of the immediately preceding sentence.


(2)                                  The Obligor shall not establish any new
demand, time, savings, passbook or similar accounts, except for accounts
established and maintained with banks and meeting the requirements of
Section 4.28(1).  At the time such
an account is established, to the extent so requested by the Collateral Agent,
the appropriate control agreement shall be executed in accordance with the
requirements of Section 4.28(1) and the Obligor shall furnish to the
Collateral Agent a supplement to Schedule 4.28 containing the relevant
information with respect to the respective account and the bank with which the
same is established.


(3)                                  The Collateral Agent (x) shall not
deliver a Notice of Exclusive Control (as defined in the Form of Control
Agreement attached hereto as Exhibit “B”) pursuant to any “control agreement”
(other than with respect to any account maintained with the Collateral Agent)
to any bank with which the Obligor has


 


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established
an account unless an Event of Default then exists and is continuing,
(y) shall not give instructions (as contemplated in the first sentence of
Section 2(1) of Exhibit “B”) as to the withdrawal or disposition of funds in
any account in any such “control agreement” (other than with respect to any
account maintained with the Collateral Agent) unless an Event of Default then
exists and is continuing, and (z) shall provide the Borrower in accordance
with the notice provisions in the Amended and Restated Credit Agreement with a
copy of any such Notice of Exclusive Control delivered pursuant to any such “control
agreement”.


ARTICLE 5

GENERAL


Section 5.1                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 the Obligor shall not be effective
until received by the Collateral Agent or the Obligor, as the case may be.  All notices and other communications shall be
in writing and addressed as follows:


	
   

  	
  (a)

  	
  to the Obligor
  at:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c/o Williams Scotsman, Inc.

  	
   

  
	
   

  	
   

  	
  8211 Town Center Drive

  	
   

  
	
   

  	
   

  	
  Baltimore, Maryland 21236-5997

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
  John B. Ross

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
  (410)931-6000 ext.6105

  
	
   

  	
   

  	
  Facsimile:

  	
  (410)931-6117

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Davies Ward Phillips & Vineberg LLP

  	
   

  
	
   

  	
   

  	
  1 First Canadian Place

  	
   

  
	
   

  	
   

  	
  44th Floor

  	
   

  
	
   

  	
   

  	
  P.O. Box 63

  	
   

  
	
   

  	
   

  	
  Toronto, Ontario

  	
   

  
	
   

  	
   

  	
  M5X 1B1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
  Kent F.
  Beattie

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
  (416) 367-6927

  
					



 


-45-





















 


	
   

  	
   

  	
  Facsimile:

  	
  (416) 863-0871

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  to the Collateral
  Agent at:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Bank of America, N.A.

  	
   

  
	
   

  	
   

  	
  335 Madison Avenue

  	
   

  
	
   

  	
   

  	
  New York,
  New York 10017

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
  Business Capital/URGENT

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
  (212) 503-7632

  
	
   

  	
   

  	
  Facsimile:

  	
  (212) 503—7330

  
					



 


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


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


	
   

  	
  (e)

  	
  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, MN 55107-2292

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention: Richard Prokosch

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
  (651) 495-3918

  
	
   

  	
   

  	
  Facsimile:

  	
  (651) 495-8097

  
					



 


or at
such 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.


Section 5.2                Discharge.


(1)                                  The Security Interest shall be discharged
upon, but only upon the Termination Date. 
Upon discharge of the Security Interest and at the request and expense
of the Obligor, the Collateral Agent shall execute and deliver to the Obligor
such releases, discharges, financing statements and other documents or
instruments as the Obligor may reasonably require and transfer and deliver to
the Obligor the Collateral in its possession.


(2)                                  So long as no payment default on any of the
Obligations is in existence or would exist after the application of proceeds as
provided below, the Collateral Agent shall, at the request of the Obligor,
release any or all of the Collateral, provided that (x) such release is
permitted by the terms of the Secured Debt Agreements or otherwise has been
approved in writing by the Required


 


-46-





















 


Lenders
or, to the extent required, all of the Lenders and (y) the proceeds of
such Collateral are applied to the extent required pursuant to the respective
Secured Debt Agreements or any consent or waiver with respect thereto.  Furthermore, upon the release of the Obligor
from the Guarantee in accordance with the provisions thereof, the Obligor (and
the Collateral at such time assigned by the Obligor pursuant hereto) shall be
released from this security agreement.


(3)                                  At any time that the Obligor desires that
the Collateral Agent take any action to give effect to any release of
Collateral pursuant to the foregoing Section 5.2(1) or
Section 5.2(2), it shall deliver to the Collateral Agent a certificate
signed by an authorized officer stating that the release of the respective
Collateral is permitted pursuant to Section 5.2(1) or Section 5.2(2);
provided that, so long as no Default or Event of Default has occurred and is
continuing, in the event the Obligor sells Units or other Inventory in the
ordinary course as (and to the extent) permitted elsewhere in the Credit
Documents, the Obligor shall not be required to deliver a certificate in
connection therewith and the release of such Units or other Inventory shall be
effected as contemplated by the Bailee Agreement and Custodian Agreement.  In the event that any part of the Collateral
is released as provided in Section 5.2(2), the Collateral Agent, at the
request and expense of the Obligor, will duly assign, transfer and deliver to
the Obligor or its designee (without recourse and without any representation or
warranty) such of the Collateral as is then being (or has been) so sold and as
may be in the possession of the Collateral Agent and has not theretofore been
released pursuant to this security agreement. 
The Collateral Agent shall have no liability whatsoever to any Secured
Creditor as the result of any release of Collateral by it as permitted by this
Section 5.2.  Upon any release of
Collateral pursuant to Section 5.2(1) or Section 5.2(2), none of the
Secured Creditors shall have any continuing right or interest in such Collateral,
or the proceeds thereof.


(4)                                  To the extent not otherwise provided in
preceding clauses, 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 Notes Indenture.


Section 5.3                No Merger, Survival of
Representations and Warranties.


This security
agreement shall not operate by way of merger of any of the Obligations and no
judgment recovered by the Collateral Agent or any of the Secured Creditors
shall operate by way of merger of, or in any way affect, the Security Interest,
which is in addition to, and not in substitution for, any other security now or
hereafter held by the Collateral Agent and the Secured Creditors in respect of
the Obligations.  The representations and
warranties herein set forth or contained in any certificates or documents
delivered to the Collateral Agent or the Secured Creditors pursuant to this
security agreement or the other Credit Documents shall not merge in or be
prejudiced by and shall survive any accommodation under


 


-47-





















 


the
Amended and Restated Credit Agreement and shall continue in full force and
effect until the Security Interest has been discharged in accordance with
Section 5.2.


Section 5.4                Further Assurances.


The Obligor
shall from time to time, whether before or after the Security Interest shall
have become enforceable, do all acts and things and execute and deliver all
transfers, assignments and instruments as the Collateral Agent may reasonably
require for (i) protecting the Collateral, (ii) perfecting the
Security Interest, and (iii) exercising all powers, authorities and
discretions conferred upon the Collateral Agent pursuant to or in connection
with this security agreement, or the other Credit Documents.  The Obligor shall, from time to time after
the Security Interest has become enforceable, do all acts and things and
execute and deliver all transfers, assignments and instruments as the Collateral
Agent may reasonably require for facilitating the sale or other disposition of
the Collateral in connection with its realization.


Section 5.5                Supplemental Security.


This security
agreement is in addition and without prejudice to and supplemental to all other
security now held or which may hereafter be held by the Collateral Agent or the
Secured Creditors.


Section 5.6                Successors and Assigns.


This security
agreement shall be binding upon the Obligor, its successors and assigns, and
shall enure to the benefit of the Collateral Agent and its successors and
assigns.  All rights of the Collateral
Agent shall be assignable and in any action brought by an assignee to enforce
any such right, the Obligor shall not assert against the assignee any claim or
defence which the Obligor now has or hereafter may have against the Collateral
Agent or any of the Secured Creditors.


Section 5.7                Severability.


If any
provision of this security agreement is deemed by any court of competent
jurisdiction to be invalid or void, the remaining provisions shall remain in
full force and effect.


Section 5.8                Waivers, etc.


None of the
terms and conditions of this security agreement or any of the other Collateral
Documents to which the Obligor is a party may be changed, waived, modified or
varied in any manner except as provided in the U.S. Security Agreement,
provided that for purposes of this Section 5.8 the term “Assignor” as defined
in the U.S. Security Agreement means “Obligor” as defined herein.  Nothing in this section shall be interpreted
to derogate from the provisions contained in Section 5.2 of this security
agreement.


 


-48-





















 


Section 5.9                Collateral Agent and/or Secured
Creditors not a Partner or Limited Liability Company Member


(1)                                  Nothing herein shall be construed to make
the Collateral Agent or any other Secured Creditor liable as a member of any
limited liability company, unlimited liability company or partnership and
neither the Collateral Agent nor any other Secured Creditor by virtue of this
security agreement or otherwise (except as referred to in the following
sentence) shall have any of the duties, obligations or liabilities of a member
of any limited liability company, unlimited liability company or
partnership.  The parties hereto
expressly agree that, unless the Collateral Agent shall become the absolute
owner of Collateral consisting of the entire interest owned by the Obligor in a
limited liability company, unlimited liability company or partnership pursuant
hereto, this security agreement shall not be construed as creating a
partnership or joint venture among the Collateral Agent, any other Secured
Creditor and/or the Obligor.


(2)                                  Except as provided in the last sentence of
Section 5.9(1), the Collateral Agent, by accepting this security
agreement, did not intend to become a member of any limited liability company,
unlimited liability company or partnership or otherwise be deemed to be a
co-venturer with respect to the Obligor or any limited liability company,
unlimited liability company or partnership either before or after an Event of
Default shall have occurred.  The
Collateral Agent shall have only those powers set forth herein and the Secured
Creditors shall assume none of the duties, obligations or liabilities of a member
of any limited liability company, unlimited liability company or partnership or
the Obligor except as provided in the last sentence of Section 5.9(1).


(3)                                  The Collateral Agent and the other Secured
Creditors shall not be obligated to perform or discharge any obligation of the
Obligor as a result of the Security Interest hereby granted.


(4)                                  The acceptance by the Collateral Agent of
this security agreement, with all the rights, powers, privileges and authority
so created, shall not at any time or in any event obligate the Collateral Agent
or any other Secured Creditor to appear in or defend any action or proceeding
relating to the Collateral to which it is not a party, or to take any action
hereunder or thereunder, or to expend any money or incur any expenses or
perform or discharge any obligation, duty or liability under the Collateral.


Section 5.10             Application of Proceeds.


(1)                                  All monies collected by the Collateral
Agent upon any sale or other disposition of the Collateral, together with all
other monies received by the Collateral Agent hereunder or under any other
Collateral Document which requires proceeds of Collateral to be applied in
accordance with this security agreement, shall be applied and payments shall be
made in accordance with Section 7.4 of the U.S. Security Agreement.


 


-49-





















 


(2)                                  It is understood that the Obligor shall
remain liable to the extent of any deficiency between (x) the amount of
the proceeds of the Collateral and (y) the aggregate outstanding amount of
the Obligations.


Section 5.11             Indemnity.


(1)                                  The Obligor agrees to indemnify, reimburse
and hold the Collateral Agent, each other Secured Creditor that is an
indemnitee under Section 6 of Annex N to the U.S. Security Agreement and their
respective successors, permitted assigns, employees, affiliates and agents
(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 5.11 the foregoing are
collectively called “expenses”) of
whatsoever kind and nature imposed on, asserted against or incurred by any of
the Indemnitees in any way relating to or arising out of this security
agreement, any other Secured Debt Agreement to which the Obligor is a party or
any other document executed in connection herewith or therewith to which the
Obligor is a party 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 hereunder or thereunder, 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 latent or other defects, whether or not discoverable),
the violation of laws any country, state, province or other Governmental
Entity, any tort (including claims arising or imposed under the doctrine of
strict liability, or for or on account of injury or death of any Person
(including any Indemnitee), or property damage), or contract claim; provided
that no Indemnitee shall be indemnified pursuant to this Section 5.11(1)
for losses, damages or liabilities to the extent caused by the gross negligence
or wilful misconduct of such Indemnitee (as determined by a court of competent
jurisdiction in a final and unappealable decision).  The Obligor agrees that upon written notice
by any Indemnitee of the assertion of such liability, obligation, damage,
injury, penalty, claim, demand, action, suit or judgement, the Obligor shall
assume full responsibility for the defence thereof.  Each Indemnitee agrees to use its best
efforts to promptly notify the Obligor of any such assertion of which such
Indemnitee has knowledge.


(2)                                  Without limiting the application of
Section 5.11(1), the Obligor agrees 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 the Security Interest in, the Collateral,
including all fees and taxes in connection with the recording or filing of
instruments and documents in public offices, payment


 


-50-





















 


or
discharge of any taxes or Liens upon or in respect of the Collateral, premiums
for insurance paid by the Collateral Agent 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.


(3)                                  Without limiting the application of
Section 5.11(1) or Section 5.11(2), the Obligor agrees 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 the Obligor in this
security agreement, any other Secured Debt Agreement to which the Obligor is a
party or in any writing contemplated by or made or delivered pursuant to or in
connection with this security agreement or any other Secured Debt Agreement to
which the Obligor is a party.


(4)                                  If and to the extent that the obligations
of the Obligor under this Section 5.11 are unenforceable for any reason,
the Obligor hereby agrees to make the maximum contribution to the payment and
satisfaction of such obligations which is permissible under applicable law.


Section 5.12             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 the Obligor
contained in Section 5.11 and Section 5.12 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 Amended and Restated 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.


Section 5.13             Collateral Agent.


By accepting
the benefits of this security agreement, each Secured Creditor acknowledges and
agrees that the rights and obligations of the Collateral Agent shall be as set
forth in this security agreement and in Annex N to the U.S. Security
Agreement.  Notwithstanding anything to
the contrary contained in Section 5.8 of this security agreement or
Section 11.10 of the Amended and Restated Credit Agreement, this
Section 5.13, and the duties and obligations of the Collateral Agent set
forth in this Section 5.13, may not be amended or modified without the
consent of the Collateral Agent.


 


-51-





















 


Section 5.14             Governing Law.


This security
agreement shall be governed by and interpreted and enforced in accordance with
the laws of the Province of Ontario and the federal laws of Canada applicable
therein.


Section 5.15             Conflicts.


Notwithstanding
anything to the contrary contained in this security agreement, in the event of
any conflict between the provisions of this security agreement, the
Intercreditor Agreement or any other Collateral Document and the provisions of
the Senior Secured Notes Documents, the terms of this security agreement, the
Intercreditor Agreement and the other Collateral Documents shall prevail.


Section 5.16             Acknowledgement and Confirmation


The Obligor
hereby acknowledges, confirms and agrees to and with the Collateral Agent and
each of the First Lien Creditors that:


(1)                                  it has been provided with and has reviewed
the terms and conditions of the Amended and Restated Credit Agreement and
hereby consents to the terms and conditions of the Amended and Restated Credit
Agreement;


(2)                                  it has been provided with and has reviewed
the terms and conditions of this security agreement and hereby consents to the
terms and conditions of this security agreement;


(3)                                  the Guarantee extends to, inter alia, the obligations of the
Borrower now or hereafter incurred under, arising out of or in connection with
the Amended and Restated Credit Agreement, as the same may be from time to time
further amended, modified, extended, renewed, replaced, restated or
supplemented and including any agreement extending the maturity of (including
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, whether or not with the same agent,
trustee, representative, lenders or holders; and


(4)                                  the Guarantee and this security agreement
are amendments and restatements of the Canadian Subsidiaries Guaranty and the
Original Canadian Security Agreement, respectively, and do not constitute
novations thereof, and the obligations thereunder are in full force and effect
notwithstanding the amendment and restatement of the Existing Credit Agreement
pursuant to the Amended and Restated Credit Agreement and the amendment and
restatement of the Original Canadian Security Agreement pursuant to this
security agreement and each Credit Document to which it is a party continues to
be and constitutes a legal, valid and binding obligation of the Obligor
enforceable in accordance with its terms.


REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK


 


-52-





















 


IN WITNESS WHEREOF each of the Obligor and the
Collateral Agent has caused this security agreement to be executed by its duly
authorized officer as of the date first above written.


	
   

  	
   

  	
  WILLIAMS SCOTSMAN OF
  CANADA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Tom Bruyea

  
	
   

  	
   

  	
   

  	
  Title:
  Authorized Signing Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BANK OF AMERICA, N.A., as Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized
  Signing Officer

  



 


-53-





















 


SCHEDULE
2.1(1)(f)

SECURITIES AND INSTRUMENTS


	
  SECURITIES:

  	
   

  	
   

  	
   

  
	
  Issuer

  	
  Class of Securities

  	
  Number of

  Securities

  	
  Certificate

  Number

  



Nil.


	
  INSTRUMENTS:

  	
   

  	
   

  	
   

  
	
  Issuer

  	
  Issue: 
  Date and 

  Type of Instrument

  	
  Principal

  Amount of

  Instrument

  	
  Certificate

  Number

  



Nil.


 





















 


SCHEDULE
2.1(1)(h)

INTELLECTUAL PROPERTY


Patents,
Patent Applications and Patent Licenses


Patents


None.


Patent Applications


None.


Patent Licenses


None.


Trade-marks,
Trade Names, Predecessor Names and Trade-mark Licenses


Registered Trade-marks


None.


Other Trade-marks


None.


Trade-mark Licenses


The license to use the name of its parent, Williams
Scotsman, Inc. pursuant to a trade-mark license date November 23, 1998 between
Williams Scotsman, Inc. (as Licensor) and Williams Scotsman of Canada, Inc. (as
Licensee).


Copyrights
and Copyright Licenses


Copyrights


None.


Other Copyrights


None.


Copyright Licenses


None.


 





















 


Designs
and Design Licenses


Registered Designs


None


Applications


None.


Design Licenses


None.


 


-2-





















 


SCHEDULE
4.1(a)

FORM OF CONFIRMATION OF SECURITY INTEREST IN INTELLECTUAL PROPERTY


WHEREAS:


A.            Williams Scotsman of Canada, Inc. (the “Debtor”), a corporation incorporated and existing under the
laws of the Province of Ontario with offices at [address], is the owner of the
trade-marks/patents/copyrights/industrial designs set forth in Exhibit A
hereto, the registrations and applications for the
trade-marks/patents/copyrights/industrial designs identified therein and the
underlying goodwill associated with such
trade-marks/patents/copyrights/industrial designs (collectively, the “Trade-Marks/ Patents/Copyrights/Industrial
Designs”); and


B.            Bank of America, N.A., as agent for certain lenders (the “Collateral Agent”), with offices at 335 Madison Avenue, New
York, New York, has entered into an agreement with the Debtor, as reflected by
a separate document entitled 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, by which the Debtor granted to the Collateral
Agent, a security interest in certain property, including the
Trade-Marks/Patents/Copyrights/Industrial Designs, in consideration of the
provision of certain credit facilities to the Debtor;


NOW THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are
acknowledged and in accordance with the terms and obligations set forth in the
Amended and Restated Security Agreement, the Debtor confirms the grant to the
Collateral Agent of a security interest in and to the Trade-Marks/Patents/Copyrights/Industrial
Designs.


DATED at [l] on this [l] day of [l], [l].


 


	
   

  	
   

  	
  WILLIAMS SCOTSMAN OF
  CANADA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized
  Signing Officer

  



DATED at Toronto on this [l] day of [l], [l], before me appeared and the
person who signed this instrument, who acknowledged that [he/she] signed it as
a free act on [his/her] behalf or on behalf of the corporation identified and
referred to herein as the Debtor.


	
   

  	
  Signature of Notary Public

  



 





















 


EXHIBIT
“A” TO CONFIRMATION

TRADE-MARKS/PATENTS/COPYRIGHTS/INDUSTRIAL DESIGNS


 





















 


SCHEDULE
4.1(c)

FINANCING STATEMENTS


British
Columbia


	
  Registration No.

  	
   

  	
  Debtor

  	
   

  	
  Secured Party

  	
   

  	
  Collateral

  
	
  214559B as amended by 431604C

   

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Collateral Agent

  	
   

  	
  All present and after-acquired personal property of
  the debtor, excluding consumer goods.

   

  
	
  294542A, as amended by 214462B and 431601C

   

  	
   

  	
  Williams Scotsman of Canada, Inc.

   

  	
   

  	
  Bank of America, N.A., as Collateral Agent

   

  	
   

  	
  All present and after-acquired personal property of
  the debtor, excluding consumer goods.

   

  
	
  431563C

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Collateral Agent

  	
   

  	
  All present and after-acquired personal property of
  the debtor, excluding consumer goods.

  



 


Alberta


	
  Registration No.

  	
   

  	
  Debtor

  	
   

  	
  Secured Party

  	
   

  	
  Collateral

  
	
  01090516889

  	
   

  	
  Williams Scotsman of Canada, Inc.

   

  	
   

  	
  Caterpillar Financial Services Limited

   

  	
   

  	
  1996 Caterpillar R80 4WD and all proceeds therefrom

   

  
	
  01101223426

  	
   

  	
  Williams Scotsman of Canada, Inc.

   

  	
   

  	
  Caterpillar Financial Services Limited

   

  	
   

  	
  2001 Cat Eagle Picher RT80-4WD and all proceeds
  therefrom

  
	
  02032214369, as amended by 03081428546, 05062410708
  and 05062826143

   

  	
   

  	
  Williams Scotsman of Canada, Inc.

   

  	
   

  	
  Bank of America, N.A., as Collateral Agent

   

  	
   

  	
  All present and after-acquired personal property of
  the debtor. Proceeds: chattel paper, documents of title, goods, instruments,
  intangibles, money and securities.

   

  
	
  02032214443 as amended by 03081428611, 05062410724
  and 05062826176

   

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Collateral Agent

  	
   

  	
  Land charge

  
	
  03081428736 as amended by 05062410732 and
  05062826200

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Collateral Agent

  	
   

  	
  All present and after-acquired personal property of
  the debtor Proceeds: goods, chattel paper, securities documents of title,
  instruments, money and intangibles.

  



 





















 


	
  03081428801 as amended by 05062410773

   

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Collateral Agent

  	
   

  	
  Land charge

  
	
  05062410641 as amended by 05062826242

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Collateral Agent

  	
   

  	
  All present and after-acquired personal property of
  the debtor Proceeds: goods, chattel paper, securities documents of title,
  instruments, money and intangibles.

   

  
	
  05062803068 as amended by
  05062826267

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Collateral Agent

  	
   

  	
  Land charge

  



 


Saskatchewan


	
  Registration No.

  	
   

  	
  Debtor

  	
   

  	
  Secured Party

  	
   

  	
  Collateral

  
	
  117819526

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Administrative Agent

   

  	
   

  	
  All present and after-acquired personal property of the debtor

  
	
  119826155

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Administrative Agent

   

  	
   

  	
  All present and after-acquired personal property of the debtor

  
	
  122224184

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Administrative Agent

  	
   

  	
  All present and after-acquired personal property of the debtor

  



 


Manitoba


	
  Registration No.

  	
   

  	
  Debtor

  	
   

  	
  Secured Party

  	
   

  	
  Collateral

  
	
  200205924506 as amended by 200317069714, 200511226111
  and 200511232413

   

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Collateral Agent

  	
   

  	
  The security interest is taken in all of the
  debtor’s present and after-acquired personal property

  
	
  200317212703, as amended by 200511225719 and 200511231719

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Collateral Agent

  	
   

  	
  The security interest is taken in all of the
  debtor’s present and after-acquired personal property

  



 


-2-





















 


	
  200510460501, as amended by
  200511226910 and 200511232812

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Collateral Agent

  	
   

  	
  The security interest is taken in all of the
  debtor’s present and after-acquired personal property

  



 


Quebec


	
  Registration No.

  	
   

  	
  Debtor

  	
   

  	
  Secured Party

  	
   

  	
  Collateral

  
	
  03-0225668-0002

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Deutsche Bank Trust Company Americas to be assigned
  at closing to Bank of America, N.A., as Collateral Agent

  	
   

  	
  All present and future movable property of the
  grantor, tangible or intangible, wherever situate, including, without
  limitation, all of its claims, property in stock, equipment, present and
  future, intellectual property, present and future.

   

  
	
  05-0371075-001

  	
   

  	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Bank of America, N.A., as Collateral Agent

  	
   

  	
  All present and future movable property of the
  grantor, tangible or intangible, wherever situate, including, without
  limitation, all of its claims, property in stock, equipment, present and
  future, intellectual property, present and future.

  



 


-3-





















 


Ontario


	
  File No.

  	
   

  	
  Debtor

  	
   

  	
  Secured Party

  	
   

  	
  Collateral

  
	
  616311198

  	
   

  	
  Williams
  Scotsman of Canada, Inc.

   

  	
   

  	
  Bank of
  America, N.A., as Administrative Agent

  	
   

  	
  I, E, A, O,
  MVI

  
	
  087060177

  	
   

  	
  Williams
  Scotsman of Can Inc.

   

  	
   

  	
  Ottawa South
  Truck Centre Ltd.

  	
   

  	
  E, MVI, 1992
  Ford CTV

  
	
  897292953

  	
   

  	
  Williams
  Scotsman of Canada, Inc.

   

  	
   

  	
  Bank of
  America, N.A., as Administrative Agent

  	
   

  	
  I, E, A, O,
  MVI

  
	
  881598465

  	
   

  	
  Williams
  Scotsman of Canada, Inc.

   

  	
   

  	
  Bank of
  America, N.A., as Administrative Agent

  	
   

  	
  I, E, A, O,
  MVI

  
	
  877035546

  	
   

  	
  Williams
  Scotsman of Canada, Inc.

   

  	
   

  	
  Caterpillar
  Financial Services Ltd.

  	
   

  	
  E,O,MVI,
  2001 Caterpillar RT80-4WD VIN

  
	
  876224853

  	
   

  	
  Williams
  Scotsman of Canada, Inc.

   

  	
   

  	
  Caterpillar
  Financial Services Ltd.

  	
   

  	
  E,O,MVI,
  1996 Eagle Picher R80 4WD VIN

  



 


-4-





















 


SCHEDULE
4.1(d)

LOCATION OF CHIEF EXECUTIVE OFFICE AND CORPORATE MATTERS


Chief Executive Office:


12221 Barlow Trail NE

Calgary, AB  T3J 4S1


Other Record Locations:


DAVIES WARD PHILLIPS & VINEBERG LLP

P.O. Box 6300

Suite 4400

1 First Canadian Place

Toronto, ON  M5X 1B1


Trade Names:


None.


Jurisdictions of
Operation:


Ontario, Manitoba, Saskatchewan, Alberta, British Columbia and Quebec


Predecessor Names:


None.


 





















 


SCHEDULE 4.1(e)

LOCATION OF INVENTORY AND EQUIPMENT


Locations of Inventory and
Equipment:


Eastern Offices


Williams Scotsman of Canada, Inc.


13932 Woodbine Avenue (PO Box 89)


Gormley, ON  
L0H 1G0


Phone: (905) 726-3551


Fax: (905) 726-3543


 


Williams Scotsman of Canada, Inc.


1271 Confederation Street


Sarnia, ON  N7S
4M7


Phone: (519) 336-1010


Fax: (519) 336-5175


 


Williams Scotsman of Canada, Inc.


3455 Hawthorne Road


Ottawa, ON   K1G
4G2


Phone: (613) 736-9390


Fax: (613) 736-0881


 


Williams Scotsman of Canada, Inc.


715 - Dubois St. 
CP 555


St. Eustache, Qc. 
J7R 4Z1


Phone: (450) 473-4220


Fax: (450) 473-4290


 


Western Offices


 


Williams Scotsman of Canada, Inc.


12221 Barlow Trail NE


Calgary, AB  T3J
4S1


Phone: (403) 241-5357


Fax: (403) 208-0405


 





















 


Williams Scotsman of Canada, Inc.


11755 - 231 Street NW


Edmonton, AB  T5S 2C5


Phone: (780) 454-4551


Fax: (780) 454-4816


 


Williams Scotsman of Canada, Inc.


Hwy 63 North at Confederation Way


Mailing Address Box 5762


Fort McMurray, AB T6H 4V9


Phone: 780-743-4899


Fax: 780-743-4897


 


Williams Scotsman of Canada, Inc.


19520 Telegraph Trail


Surrey, BC   V4N
4H1


Phone: (604) 513-5097


Fax: (604) 513-5067


 


Leased Units:


Ontario, Manitoba, Saskatchewan, Alberta, British Columbia and Quebec


 


-2-





















 


SCHEDULE
4.1(g)

TRADE NAMES


None.


 





















 


SCHEDULE
4.28

DEPOSIT ACCOUNTS


Bank of Nova
Scotia

44 King Street West

Toronto, Ontario

Canada  M5H 1H1


Disbursement


Lockbox


Payroll


Concentration


 





















 


EXHIBIT
“A” TO SCHEDULE 4.28

FORM OF CONTROL AGREEMENT REGARDING DEPOSIT ACCOUNTS


Agreement (as amended,
modified or supplemented from time to time, this “Agreement”), dated as of l, among l (the “Obligor”),
Bank of America, N.A., not in its individual capacity but solely as Collateral
Agent (the “Collateral Agent”),
and l (the “Deposit
Account Bank”), as the bank with which one or more accounts are
maintained by the Obligor (with all such accounts now or at any time in the
future maintained by the Obligor with the Deposit Account Bank being herein
called the “Deposit  Accounts”).


RECITALS:


(b)                                 the Obligor 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 the same may be further 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 Obligor
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 Obligor in and into, inter
alia, any and all accounts and in all moneys, securities, instruments
and other investments deposited therein from time to time (collectively, herein
called the “Collateral”); and


(c)                                  the Obligor desires that the Deposit
Account Bank enter into this Agreement in order to provide for the rights of
the parties under this Agreement with respect to its Deposit Accounts;


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:


Section 1                                             Obligor’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 Obligor 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 Obligor may not, and the Deposit Account
Bank agrees that it shall not permit the Obligor 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 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.


Section 2                                             Collateral
Agent’s Right To Give Instructions As To Deposit Accounts.


(1)                                  Notwithstanding the foregoing or any
separate agreement that the Obligor 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 Obligor.  The Obligor 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 Obligor.  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 Obligor 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 Obligor, the instructions from the Collateral
Agent shall prevail.


(2)                                  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 Obligor or any other Person
(as defined in the Security Agreement).


Section 3                                             Obligor’s
Exculpation And Indemnification Of Depository Bank.


The Obligor
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


 


-2-





















 


is that
the Deposit Account Bank dishonours items presented for payment from any
Deposit Account.  The Obligor further
confirms that the Deposit Account Bank shall have no liability to the Obligor
for wrongful dishonour 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 Obligor’s
obligations to the Collateral Agent are in default or whether the Collateral
Agent is entitled, under any separate agreement between the Obligor and the
Collateral Agent, to give any such instructions.  The Obligor 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.


Section 4                                             Subordination
of Security Interests; Deposit Account Bank’s Recourse to Deposit Accounts.


The Deposit
Account Bank hereby subordinates any claims and security interests it may have
against, or with respect to, any Deposit Account at any time established or
maintained with it by the Obligor (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 Obligor 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 Obligor has not
separately paid or reimbursed the Deposit Account Bank therefor.(1)


Section 5                                             Representations,
Warranties and Covenants of Deposit Account Bank.


The Deposit
Account Bank represents and warrants to the Collateral Agent that:










(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 4.28
of the Security Agreement.


 


-3-





















 


(a)                                  All account agreements in respect 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
Obligor.


(b)                                 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.


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


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


(e)                                  The Deposit Account Bank will promptly
notify the Collateral Agent of each Deposit Account hereafter established by
the Deposit Account Bank for the Obligor (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.


Section 6               Deposit
Account Statements and Information.


The Deposit
Account Bank agrees, and is hereby authorized and instructed by the Obligor, 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 Obligor and to disclose to the Collateral
Agent all information requested by the Collateral Agent regarding any Deposit
Account.


Section 7                                             Conflicting
Agreements.


This Agreement shall have control over any conflicting
agreement between the Deposit Account Bank and the Obligor.


Section 8               Merger or
Consolidation of Deposit Account Bank.


 


-4-





















 


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.


Section 9               Notices.


(1)                                  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 telex 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.

  
	
   

  	
  Telephone:

  	
  (212) 503-7632

  
	
   

  	
  Facsimile:

  	
  (212) 503-7330

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  If to the Obligor, at:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  c/o Williams Scotsman,
  Inc.

  	
   

  
	
   

  	
  8211 Town Center Drive

  	
   

  
	
   

  	
  Baltimore, Maryland
  21236-5997

  	
   

  
	
   

  	
  Attention:

  	
  John B. Ross

  
	
   

  	
  Telephone: 

  	
  (410)931-6000 ext.6105

  
	
   

  	
  Facsimile:

  	
  (410)931-6117

  
				



 


-5-





















 


	
   

  	
   

  	
   

  
	
   

  	
  If to the Deposit Account Bank, at:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  
	
   

  	
  Telephone:

  	
   

  
	
   

  	
  Facsimile:

  	
   

  



 


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


(2)                                  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 telexed 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 telexed or faxed); provided that notices to the
Collateral Agent shall not be effective until actually received by it.


Section 10             Amendment.


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


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


Section 12             Continuing
Obligations.


The rights and
powers granted herein to the Collateral Agent will be affected neither by any
purported revocation by the Obligor of this Agreement or the rights granted to
the Collateral Agent hereunder, or by the bankruptcy, insolvency,
conservatorship or receivership of the Obligor 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 Obligor and


 


-6-





















 


Deposit
Account Bank hereunder, shall continue in effect until the security interests
of 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.


Section 13             Governing
Law.


This Agreement
shall be governed by and construed in accordance with the laws of the Province
of Ontario.


Section 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]


 


-7-





















 


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


	
   

  	
   

  	
  [OBLIGOR]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: l

  
	
   

  	
   

  	
   

  	
  Title: l

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BANK OF AMERICA, N.A., as Collateral Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: l

  
	
   

  	
   

  	
   

  	
  Title: l

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [DEPOSIT ACCOUNT BANK]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: l

  
	
   

  	
   

  	
   

  	
  Title: l

  
					



 


-8-





















 


EXHIBIT G


 


FORM OF COLLATERAL ACCESS AGREEMENT


 


This
COLLATERAL ACCESS AGREEMENT (this “Agreement”) dated as of ____________,
_____ is executed by _______________________________ (“Landlord”) in
favor of Bank of America, N.A. (“BofA”), having an address at 335
Madison Avenue, New York, New York, 10017, Attention: William Fitzgerald, as
Administrative Agent and Collateral Agent under the Amended and Restated Credit
Agreement, dated as of June __, 2005 among Williams Scotsman International,
Inc, (formerly known as Scotsman Holdings, Inc.), Williams Scotsman, Inc., a
Maryland corporation (“Tenant”), the financial institutions from time to
time party thereto (the “Banks”), BofA, as Administrative Agent,
Deutsche Bank Trust Company Americas, as Syndication Agent, Citicorp USA, Inc.,
Wells Fargo Foothill, LLC 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 (as further amended, modified, extended,
renewed, restated, refinanced or supplemented from time to time, the “Credit
Agreement”), with respect to the Lease dated as of ____________, _____ (the
“Lease”), by and between Landlord and Tenant, pursuant to which Tenant
has acquired an interest in the real property described therein and located at
________________________________ (the “Premises”).  BofA and the Banks are individually and
collectively referred to herein as “Lenders”.


 


Recitals


 


A.            Lenders have made or will make loans
and other extensions of credit (the “Loans”) to Tenant pursuant to the
terms of the Credit Agreement.  The Loans
are to be secured, in part, by a lien on all of Tenant’s equipment and other
personal property (collectively, the “Equipment”).


 


B.            Lenders have required that Landlord
execute this Agreement in connection with the Loans.


 


NOW,
THEREFORE, in consideration of the Loans by Lenders to Tenant, and to induce
Lenders to make the Loans to Tenant, Landlord hereby agrees as follows:


 


1.             Any Equipment installed by Tenant
upon the Premises shall remain personal property and shall not become a part of
the Premises.  Landlord hereby waives and
relinquishes all liens, claims and demands of every kind which Landlord may now
or hereafter have on the Equipment. 
Lenders shall have the right to enter upon the Premises at any time
during normal business hours for the purpose of (i) inspecting the Equipment
and repossessing and removing the Equipment from the Premises, provided that
such Equipment can be removed from the Premises without material damage to the
structural integrity of the Premises, when Lenders may elect to do so pursuant
to the terms of the Credit Agreement or any agreements executed in connection
therewith and (ii) guarding and maintaining the Equipment or preparing and
showing the same for sale and for conducting a sale of the Equipment.


 













 


Exhibit G


Page 2


 


2.
             This Agreement and all rights hereby granted
to Lenders shall terminate upon the satisfaction by Tenant of all obligations
under the Credit Agreement or upon complete removal of the Equipment from the
Premises, whichever occurs earlier.  The
terms and provisions of this Agreement shall bind Landlord and its successors
and assigns and shall inure to the benefit of Lenders and their respective
successors and assigns.


 


_______________________________(Landlord)


 


By:_______________________________(SEAL)


 













 


EXHIBIT H


 


FORM OF OFFICER’S CERTIFICATE


 


I,
the undersigned, [President/Executive Vice President/Vice President] of [Name
of Credit Party], a [corporation] [limited liability company] organized and
existing under the laws of the State of ________ (the “Company”), in
that capacity only and not in my individual capacity (and without personal
liability), do hereby certify on behalf of the Company that:


 


1.             This Certificate is furnished
pursuant to the Amended and Restated Credit Agreement, dated as of June __,
2005, among Williams Scotsman International Inc. (formerly known as Scotsman
Holdings, Inc.) [the Company], [Williams Scotsman, Inc. (the “Borrower”)],
the financial institutions from time to time party thereto, Bank of America,
N.A., as Administrative Agent, Deutsche Bank Trust Company Americas, 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 (such Amended and Restated Credit Agreement, as in effect on
the date of this Certificate, being herein called the “Credit Agreement”).  Unless otherwise defined herein, capitalized
terms used in this Certificate shall have the meanings set forth in the Credit
Agreement.


 


2.             The following named individuals are
elected or appointed officers of the Company, each holds the office of the
Company set forth opposite his name and has held such office since __________,
__.1  The signature written
opposite the name and title of each such officer is his genuine signature.


 


	
  Name2

  	
   

  	
  Office

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


3.             Attached hereto as Exhibit A is a
certified copy of the [Certificate of Incorporation] [Certificate of Formation]
of the Company, as filed in the Office of the Secretary of State of the State
of __________ on ___________, __, together with all amendments thereto adopted
through the date hereof.


 










1                                            Insert
a date prior to the time of any corporate or other applicable action relating
to the Credit Documents or related documentation.


 


2                                            Include
name, office and signature of each officer who will sign any Credit Document,
including the officer who will sign the certification at the end of this
Certificate or related documentation.


 













 


Exhibit H


Page 2


 


4.             Attached hereto as Exhibit B is a
true and correct copy of the [By-Laws] [Limited Liability Company Agreement] of
the Company which were [was] duly adopted, are [is] in full force and effect on
the date hereof, and have [has] been in effect since _____________, __.


 


5.             Attached hereto as Exhibit C is a
true and correct copy of resolutions which were duly adopted on __________, __
[by unanimous written consent of the Board of Directors of the Company] [by a
meeting of the Board of Directors of the Company at which a quorum was present
and acting throughout] [by __________],3 and said resolutions have
not been rescinded, amended or modified. 
Except as attached hereto as Exhibit C, no resolutions have been adopted
by the Board of Directors [by ____________]4 of the Company which
deal with the execution, delivery or performance of any of the Credit Documents
to which the Company is party.


 


[6.            On the date hereof, all of the
applicable conditions set forth in Sections 5.1(d)(C), (h), (i), (j), (k),
(l) and (w) and Section 5.2 of the Credit Agreement have been satisfied;
provided, however, that this Certificate shall not certify as to the
acceptability of any items to the Administrative Agent and/or the Required
Lenders or as to whether the Administrative Agent and/or the Required Lenders
are satisfied with any of the matters described in such Sections.


 


7.             Attached hereto as Exhibit D are
true and correct copies of all Plans.


 


8.             Attached hereto as Exhibit E are
true and correct copies of all Collective Bargaining Agreements.


 


9.             Attached hereto as Exhibit F are
true and correct copies of all Existing Indebtedness Agreements.


 


10.           Attached hereto as Exhibit G are true
and correct copies of all Shareholders’ Agreements.


 


11.           Attached hereto as Exhibit H are true
and correct copies of all Management Agreements.


 


12.           Attached hereto as Exhibit I are true
and correct copies of all Employment Agreements.


 


13.           Attached hereto as Exhibit J are true
and correct copies of all Tax Sharing Agreements.


 


14.           Attached hereto as Exhibit K are true
and correct copies of all Master Lease Agreements.


 


15.           Attached hereto as Exhibit L are true
and correct copies of all Material Contracts.


 


16.           On the date hereof, the issuance of
debt and extension of credit pursuant to the Credit Agreement will not violate
the “Limitation on Indebtedness” covenants contained in each of the
Senior Unsecured Notes Indenture and the Senior Secured Notes Indenture.  Attached hereto as


 










3                                            Insert
in the case of a Credit Party that is a limited liability company.


 


4                                            Insert
in the case of a Credit Party that is a limited liability company.


 













 


Exhibit H


Page 3


 


Exhibit M
is the financial calculations demonstrating the Company’s adherence to such
covenants.]5


 


[7][17].         On
the date hereof, the representations and warranties contained in the Credit
Documents to which the Company is a party are true and correct in all material
respects with the same effect as though such representations and warranties had
been made on the date hereof, both before and after giving effect to each
Credit Event to occur on the date hereof and the application of the proceeds
thereof.


 










5                                            Insert
bracketed items 6 through 16 in Officer's Certificate of the Borrower.


 













 


Exhibit H


Page 4


 


[8][18].         On
the date hereof, no Default or Event of Default has occurred and is continuing
or would result from any Credit Event to occur on the date hereof or from the
application of the proceeds thereof.


 


[9][19].         There
is no proceeding for the dissolution or liquidation of the Company.


 


IN
WITNESS WHEREOF, I have hereunto set my hand this ____ day of _______, 2005.


 


	
   

  	
  [NAME OF CREDIT PARTY]

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


Exhibit H


Page 5


 


I,
the undersigned, [Secretary/Assistant Secretary] of the Company, do hereby
certify on behalf of the Company that:


 


1.  [Name of Person making above certifications]
is the duly elected and qualified [President/Executive Vice President/Vice
President] of the Company and the signature above is his genuine signature.


 


2.  The certifications made by [name of Person
making above certifications] on behalf of the Company in Items 2, 3, 4, 5 and
[9][19] above are true and correct.


 


IN
WITNESS WHEREOF, I have hereunto set my hand this ____ day of ________, 2005.


 


	
   

  	
  [NAME OF CREDIT PARTY]

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


EXHIBIT I


 


FORM OF SOLVENCY
CERTIFICATE


 


To the Administrative Agent and each of the Lenders

party to the Credit Agreement referred to below:


 


I, the undersigned, the
Chief Financial Officer of Williams Scotsman, Inc. (the “Company”) a
Maryland corporation, in that capacity only and not in my individual capacity
(and without personal liability), do hereby certify as of the date hereof, and
based upon facts and circumstances as they exist as of the date hereof (and
disclaiming any responsibility for changes in such facts and circumstances
after the date hereof), that:


 


1.             This Certificate is furnished to the Lenders pursuant to
Section 5.1(n) of the Amended and Restated Credit Agreement, dated as of
June __, 2005 (the “Credit Agreement”) among the Company, Williams
Scotsman International, Inc. (formerly known as Scotsman Holdings, Inc.) (“Holdings”),
the financial institutions from time to time party hereto (the “Lenders”),
Bank of America, N.A., as Administrative Agent, Deutsche Bank Trust Company
Americas, 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.  Unless otherwise
defined herein, capitalized terms used in this Certificate shall have the
meanings set forth in the Credit Agreement.


 


2.             For purposes of this Certificate, the terms below shall
have the following definitions:


 


(a)           “Fair Value”


 


The amount at which the assets, in their entirety, of
the Company and its Subsidiaries taken as whole, would change hands between a
willing buyer and a willing seller, within a commercially reasonable period of
time, each having reasonable knowledge of the relevant facts, with neither
being under any compulsion to act.


 


(b)                                 “Present
Fair Salable Value”


 


The amount that could be obtained by an independent
willing seller from an independent willing buyer if the assets of the Company
and its Subsidiaries taken as a whole are sold with reasonable promptness in an
arm’s-length transaction under present conditions for the sale of comparable
business enterprises insofar as such conditions can be reasonably evaluated.


 


(c)           “Stated Liabilities”


 


The recorded liabilities (as of the Effective Date
after giving effect to the Credit Events to occur on such date) of the Company
and its Subsidiaries


 


 













 


Exhibit I


Page 2


 


taken as a whole as of the date hereof, determined in
accordance with GAAP consistently applied.


 


(d)           “Identified Contingent Liabilities”


 


The estimated and probable amount of liabilities
reasonably likely to result from pending litigation, asserted claims and
assessments, guaranties, uninsured risks and other currently known contingent
liabilities of the Company and its Subsidiaries taken as a whole.


 


(e)                                  “Will
be able to pay its Stated Liabilities, including Identified Contingent
Liabilities, as they mature”


 


For the period from the date hereof through the
Maturity Date, the Company and its Subsidiaries taken as a whole will have
sufficient assets and cash flow to pay or refinance its Stated Liabilities and
Identified Contingent Liabilities as those liabilities mature or otherwise
become payable.


 


(f)                                    “Does
not have Unreasonably Small Capital”


 


For the period from the date hereof through the
Maturity Date, the Company and its Subsidiaries taken as a whole after giving
effect to all Indebtedness (including the Loans) being incurred or assumed and
Liens created by the Company and its Subsidiaries in connection therewith, is a
going concern and has sufficient capital to ensure that it will continue to be
a going concern for such period and to remain a going concern.


 


3.             For purposes of this Certificate, I, or officers of the
Company under my direction and supervision, have performed the following
procedures as of and for the periods set forth below.


 


(a)                                  I
have reviewed the financial statements (including the unaudited consolidated
financial statements) referred to in Section 6.10 of the Credit Agreement.


 


(b)                                 I
have made inquiries of certain officials of the Company and its Subsidiaries
who have responsibility for financial and accounting matters regarding (i) the
existence and amount of Identified Contingent Liabilities associated with the
business of the Company and its Subsidiaries and (ii) whether the
unaudited consolidated financial statements referred to in para­graph (a) above
are in conformity with GAAP applied on a basis consistent with that of the
audited financial statements as of December 31, 2004.


 


(c)                                  I
have knowledge of and have reviewed to my satisfaction the Credit Documents and
the respective Annexes and Exhibits thereto.


 













 


Exhibit I


Page 3


 


(d)                                 With
respect to Identified Contingent Liabilities, I:


 


1.                                       inquired
of certain officials of the Company and its Subsidiaries who have
responsibility for legal, financial and accounting matters as to the existence
and estimated liability with respect to all Identified Contingent Liabilities
known to them; and


 


2.                                       confirmed
with officers of the Company and its Subsidiaries that, to the best of such
officers’ knowledge, (i) all appropriate items were included in Stated
Liabilities or Identified Contingent Liabilities made known to me in the course
of my inquiry and that (ii) the amounts relating thereto were the
estimable and probable amount of liability reasonably likely to result
therefrom as of the date hereof.


 


(e)                                  I
have made inquiries of certain officers of the Company and its Subsidiaries who
have responsibility for financial reporting and accounting matters regarding
whether they were aware of any events or conditions that, as of the date
hereof, would cause the Company and its Subsidiaries taken as a whole, to
(i) have assets with a Fair Value or Present Fair Salable Value that are
less than the sum of Stated Liabilities and Identified Contingent Liabilities;
(ii) have Unreasonably Small Capital; or (iii) not be able to pay or
refinance their respective Stated Liabilities and Identified Contingent
Liabilities as they mature or otherwise become payable.


 


4.             Based on and subject to the foregoing, I hereby certify
on behalf of the Company and not in my individual capacity that, it is my
belief that as of the date hereof, and after giving effect to the amendment and
restatement of the Existing Credit Agreement and the transactions in connection
therewith, (i) the Fair Value and Present Fair Salable Value of the assets
of the Company and its Subsidiaries taken as a whole exceed their Stated
Liabilities and Identified Contingent Liabilities; (ii) the Company and
its Subsidiaries taken as a whole do not have Unreasonably Small Capital; and
(iii) the Company and its Subsidiaries taken as a whole will be able to
pay or refinance their Stated Liabilities and Identified Contingent Liabilities
as they mature or otherwise become payable.


 


IN WITNESS WHEREOF, the
undersigned has set his hand this ____ day of June, 2005.


 


	
   

  	
  WILLIAMS SCOTSMAN, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 













 


EXHIBIT J-1


 


FORM OF AMENDED AND RESTATED U.S.
SUBSIDIARIES GUARANTY


 


AMENDED AND RESTATED U.S. SUBSIDIARIES GUARANTY, dated as of March 26,
2002 and amended and restated as of June 28, 2005 (as same may be further
amended, amended and restated, modified or supplemented from time to time, this
“Guaranty”), made by each Subsidiary of the Borrower whose name appears
below (each such Subsidiary, a “Guarantor”, and, collectively, the “Guarantors”).  Except as otherwise defined herein, terms
used herein and defined in the Credit Agreement (as defined below) shall have
their respective meanings as set forth therein.


 


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, each Guarantor is a Wholly-Owned Subsidiary of the Borrower;


 


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 Guarantor
shall have executed and delivered the U.S. Subsidiaries Guaranty, dated as of March 26,
2002 (as amended, modified or supplemented through, but not including, June 28,
2005, the “Original U.S. Subsidiaries Guaranty”);


 


WHEREAS, Bank of America, N.A. (“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 June 28.
2005, 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 June


 













 


Page 2


 


28, 2005, (as further amended,
modified, extended, renewed, replaced, restated or supplemented from time to
time, and including any agreement or 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 “Secured Creditors”);


 


WHEREAS, it is a condition to the effectiveness of the
amendment and restatement of the Existing Credit Agreement as contemplated by
the Credit Agreement and to the making of Loans to the Borrower and the
issuance of, and participation in, Letters of Credit for the account of the
Borrower under the Credit Agreement that each Guarantor shall have executed and
delivered this Guaranty as an amendment and restatement of the Original U.S.
Subsidiaries Guaranty; and


 


WHEREAS, each Guarantor will obtain benefits from the aforesaid
amendment and restatement of the Existing Credit Agreement and from the
incurrence of Loans by the Borrower and the issuance of Letters of Credit for
the account of the Borrower under the Credit Agreement and the Borrower’s
entering into Interest Rate Agreements and, accordingly, desires to execute
this Guaranty in order to satisfy the condition described in the preceding
paragraph and to induce the Lenders to make Loans to the Borrower and
participate in Letters of Credit to induce the Issuing Lender to issue Letters
of Credit for the account of the Borrower and to induce the Interest Rate
Creditors to enter into Interest Rate Agreements with the Borrower;


 


NOW, THEREFORE, in consideration of the foregoing and other benefits
accruing to each Guarantor, the receipt and sufficiency of which are hereby
acknowledged, each Guarantor hereby makes the following representations and
warranties to the Secured Creditors and hereby covenants and agrees with each
Secured Creditor as follows:


 


1.             Each Guarantor irrevocably and unconditionally, and
jointly and severally, guarantees:


 


(i)            to
the Bank Creditors the full and prompt payment when due (whether at the stated
maturity, by acceleration or otherwise) of (a) the principal of and
interest on the


 













 


Page 3


 


Notes issued by, and
the Loans made to, the Borrower under the Credit Agreement, (b) all
reimbursement obligations and unpaid drawings with respect to Letters of Credit
issued under the Credit Agreement and (c) all other obligations (including
obligations which, but for any automatic stay under Section 362(a) of
the Bankruptcy Code, would become due) and liabilities owing by the Borrower to
the Bank Creditors under the Credit Agreement and the other Credit Documents
(including, without limitation, indemnities, Fees and interest thereon) whether
now existing or hereafter incurred under, arising out of or in connection with
the Credit Agreement or any other Credit Document and the due performance and
compliance with the terms of the Credit Documents by the Borrower (all such
principal, interest, liabilities and obligations under this clause (i), except
to the extent consisting of obligations or liabilities with respect to Interest
Rate Agreements, being herein collectively called, the “Credit Agreement
Obligations”); and


 


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


 


Each Guarantor
understands, agrees and confirms that the Secured Creditors may enforce this
Guaranty up to the full amount of the Guaranteed Obligations against each
Guarantor without proceeding against any other Guarantor, the Borrower, any
security for the Guaranteed Obligations, or under any other guaranty covering
all or a portion of the Guaranteed Obligations.  All payments by each Guarantor under this
Guaranty shall be made on the same basis as payments by the Borrower under
Sections 2.6 and 2.9 of the Credit Agreement.


 


2.             Additionally, each Guarantor, jointly and severally, and
unconditionally and irrevocably guarantees the payment of any and all
Guaranteed Obligations of the Borrower to the Secured Creditors whether or not
due or payable by the Borrower upon the occurrence in respect of the Borrower
of any of the events specified in Section 9.1(e) of the Credit
Agreement, and unconditionally and irrevocably, and jointly and severally,
promises to pay such Guaranteed Obligations to the Secured Creditors, or order,
on demand, in lawful money of the United States.


 


3.             The liability of each Guarantor hereunder is exclusive
and independent of any security for or other guaranty of the Guaranteed
Obligations of the Borrower whether executed by such Guarantor, any other
Guarantor, any other guarantor or by any other party, and the liability of each
Guarantor hereunder shall not be affected or impaired by (a) any direction
as to application of payment by the Borrower or by any other party, (b) any
other continuing or other guaranty, undertaking or maximum liability of a
guarantor (other than as set forth in Section 26 herein with respect to
such guarantor) or of any other party as to the Guaranteed Obligations of the
Borrower, (c) any payment on or in reduction of any such other guaranty or
undertaking, (d) any dissolution, termination or increase, decrease or
change in personnel by the Borrower or (e) any payment made to any Secured
Creditor on the Guaranteed Obligations


 













 


Page 4


 


which any Secured Creditor repays the Borrower pursuant to court order in
any bankruptcy, reorganization, arrangement, moratorium or other debtor relief
proceeding, and each Guarantor waives any right to the deferral or modification
of its obligations hereunder by reason of any such proceeding.  This is a guaranty of payment and not of
collection.


 


4.             The obligations of each Guarantor hereunder are
independent of the obligations of any other Guarantor, any other guarantor or
the Borrower, and a separate action or actions may be brought and prosecuted
against each Guarantor whether or not action is brought against any other
Guarantor, any other guarantor or the Borrower and whether or not any other
Guarantor, any other guarantor of the Borrower or the Borrower be joined in any
such action or actions.  Each Guarantor
waives, to the fullest extent permitted by law, the benefit of any statute of
limitations affecting its liability hereunder or the enforcement thereof.  Any payment by the Borrower or other
circumstance which operates to toll any statute of limitations as to the
Borrower shall operate to toll the statute of limitations as to each Guarantor.


 


5.             Each Guarantor hereby waives (to the fullest extent
permitted by law) notice of acceptance of this Guaranty and notice of any
liability to which it may apply, and waives promptness, diligence, presentment,
demand of payment, protest, notice of dishonor or nonpayment of any such
liabilities, suit or taking of other action by the Administrative Agent or any
other Secured Creditor against, and any other notice to, any party liable
thereon (including each Guarantor or any other guarantor or the Borrower).


 


6.             Any Secured Creditor may at any time and from time to
time without the consent of, or notice to, any Guarantor, without incurring
responsibility to any Guarantor, without impairing or releasing the obligations
of any Guarantor hereunder, upon or without any terms or conditions and in
whole or in part:


 


(i)            change
the manner, place or terms of payment of, and/or change or extend the time of
payment of, renew, increase, accelerate or alter, any of the Guaranteed
Obligations, any security therefor, or any liability incurred directly or
indirectly in respect thereof, and the guaranty herein made shall apply to the
Guaranteed Obligations as so changed, extended, renewed or altered;


 


(ii)           sell,
exchange, release, surrender, realize upon or otherwise deal with in any manner
and in any order any property by whomsoever at any time pledged or mortgaged to
secure, or howsoever securing, any of the Guaranteed Obligations or any
liabilities (including any of those hereunder) incurred directly or indirectly
in respect thereof or hereof, and/or any offset thereagainst;


 


(iii)          exercise
or refrain from exercising any rights against the Borrower, any Guarantor, any
other guarantor or others or otherwise act or refrain from acting;


 


(iv)          settle
or compromise any of the Guaranteed Obligations, any security therefor or any
liability (including any of those hereunder) incurred directly or indirectly in
respect thereof or hereof, and may subordinate the payment of all or any part
thereof to the payment of any liability (whether due or not) of the Borrower to
creditors of the Borrower;


 













 


Page 5


 


(v)           apply
any sums by whomsoever paid or howsoever realized to any liability or
liabilities of the Borrower to the Secured Creditors regardless of what
liabilities of the Borrower remain unpaid;


 


(vi)          consent
to or waive any breach of, or any act, omission or default any of under the
Interest Rate Agreements, the Credit Agreement or any of the other Credit
Documents or any of the instruments or agreements referred to therein, or
otherwise amend, modify or supplement any of the Interest Rate Agreements, the
Credit Agreement or any of the other Credit Documents or any of such other
instruments or agreements; and/or


 


(vii)         act
or fail to act in any manner referred to in this Guaranty which may deprive
such Guarantor of its right to subrogation against the Borrower to recover full
indemnity for any payments made pursuant to this Guaranty.


 


7.             No invalidity, irregularity or unenforceability of all
or any part of the Guaranteed Obligations or of any security therefor shall
affect, impair or be a defense to this Guaranty, and this Guaranty shall be
absolute and unconditional notwithstanding the occurrence of any event or the
existence of any other circumstances which might constitute a legal or equitable
discharge of a surety or guarantor except payment in full of the Guaranteed
Obligations.


 


8.             This Guaranty is a continuing one and all liabilities to
which it applies or may apply under the terms hereof shall be conclusively
presumed to have been created in reliance hereon.  No failure or delay on the part of any
Secured Creditor in exercising any right, power or privilege hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.  The rights and remedies herein expressly
specified are cumulative and not exclusive of any rights or remedies which any
Secured Creditor would otherwise have. 
No notice to or demand on each Guarantor in any case shall entitle any
Guarantor to any other further notice or demand in similar or other
circumstances or constitute a waiver of the rights of any Secured Creditor to
any other or further action in any circumstances without notice or demand.  It is not necessary for any Secured Creditor
to inquire into the capacity or powers of the Borrower or any of its
Subsidiaries or the officers, directors, partners or agents acting or
purporting to act on its behalf, and any indebtedness made or created in
reliance upon the professed exercise of such powers shall be guaranteed
hereunder.


 


9.             Any indebtedness of the Borrower now or hereafter held
by any Guarantor is hereby subordinated to the indebtedness of the Borrower to
the Secured Creditors; and such indebtedness of the Borrower to each Guarantor,
if the Collateral Agent, after an Event of Default has occurred, so requests,
shall be collected, enforced and received by such Guarantor as trustee for the
Secured Creditors and be paid over to the Secured Creditors on account of the
indebtedness of the Borrower to the Secured Creditors, but without affecting or
impairing in any manner the liability of any Guarantor under the other
provisions of this Guaranty, except to the extent the Guaranteed Obligations
have been paid in full in cash.  Prior to
the transfer by any Guarantor of any note or negotiable instrument evidencing
any indebtedness of the Borrower to such Guarantor, such Guarantor shall mark
such note or negotiable instrument with a legend that


 













 


Page 6


 


the same is subject to this subordination. 
Without limiting the generality of the foregoing, each Guarantor hereby
agrees with the Secured Creditors that it will not exercise any claim or right
of subrogation which it may at any time otherwise have as a result of this
Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or
otherwise) until all Guaranteed Obligations have been irrevocably paid in full.


 


10.           (a)  Each Guarantor waives any right (except as
shall be required by applicable statute or law and cannot be waived) to require
the Secured Creditors to:  (i) proceed
against the Borrower, any other Guarantor, any other guarantor of the Borrower
or any other party; (ii) proceed against or exhaust any security held from
the Borrower, any other Guarantor, any other guarantor of the Borrower or any
other party; or (iii) pursue any other remedy in the Secured Creditors’
power whatsoever.  Each Guarantor waives
any defense based on or arising out of any defense of the Borrower, any other
guarantor of the Borrower or any other party other than payment in full of the
Guaranteed Obligations, including, without limitation, any defense based on or
arising out of the disability of the Borrower, any other guarantor of the
Borrower or any other party, or the unenforceability of the Guaranteed
Obligations or any part thereof from any cause, or the cessation from any cause
of the liability of the Borrower other than payment in full of the Guaranteed
Obligations.  The Secured Creditors may,
at their election, foreclose on any security held by the Administrative Agent,
the Collateral Agent or the other Secured Creditors by one or more judicial or
nonjudicial sales (to the extent such sale is permitted by applicable law), or
exercise any other right or remedy the Secured Creditors may have against the
Borrower or any other party, or any security, without affecting or impairing in
any way the liability of any Guarantor hereunder except to the extent the Guaranteed
Obligations have been paid in full.  Each
Guarantor waives (to the fullest extent permitted by law) any defense arising
out of any such election by the Administrative Agent, the Collateral Agent and
the Secured Creditors, even though such election operates to impair or
extinguish any right of reimbursement or subrogation or other right or remedy
of any Guarantor against the Borrower or any other party or any security.


 


(b)           Each
Guarantor waives (to the fullest extent permitted by law) all presentments, demands
for performance, protests and notices, including, without limitation, notices
of nonperformance, notices of protest, notices of dishonor, notices of
acceptance of this Guaranty, and notices of the existence, creation or
incurring of new or additional indebtedness. 
Each Guarantor assumes all responsibility for being and keeping itself
informed of the Borrower’s financial condition and assets, and of all other
circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations
and the nature, scope and extent of the risks which each Guarantor assumes and
incurs hereunder, and agrees that the Secured Creditors shall have no duty to
advise each Guarantor of information known to them regarding such circumstances
or risks.


 


(c)           Each
Guarantor understands, is aware and hereby acknowledges that to the extent the
Guaranteed Obligations are secured by real property located in the State of
California, such Guarantor shall be liable for the full amount of its liability
hereunder notwithstanding foreclosure on such real property by trustee sale or
any other reason impairing such Guarantor’s or any Secured Creditor’s right to
proceed against any Credit Party. Each Guarantor hereby waives, to the fullest
extent permitted by law, all rights and benefits under Section 2809 of the
California Civil Code purporting to reduce a guarantor’s obligation in
proportion to the principal


 













 


Page 7


 


obligation.  Each Guarantor hereby waives all rights and
benefits under Section 580a of the California Code of Civil Procedure
purporting to limit the amount of any deficiency judgment which might be
recoverable following the occurrence of a trustee’s sale under a deed of trust
and all rights and benefits under Section 580b of the California Code of
Civil Procedure stating that no deficiency may be recovered on a real property
purchase money obligation.  Each
Guarantor further understands, is aware and hereby acknowledges that if the
Secured Creditors elect to nonjudicially foreclose on any real property
security located in the State of California any right of subrogation of such
Guarantor against the Secured Creditors may be impaired or extinguished and
that as a result of such impairment or extinguishment of subrogation rights,
such Guarantor may have a defense to a deficiency judgment arising out of the
operation of (i) Section 580d of the California Code of Civil
Procedure which states that no deficiency may be recovered on a note secured by
a deed of trust on real property in case such real property is sold under the
power of sale contained in such deed of trust, and (ii) related principles
of estoppel.  To the fullest extent
permitted by law, each Guarantor waives all rights and benefits and any defense
arising out of the operation of Section 580d of the California Code of
Civil Procedure and related principles of estoppel, even though such election
operates to impair or extinguish any right of reimbursement or subrogation or
other right or remedy of such Guarantor against any Credit Party or any other
party or any security.  In addition, each
Guarantor hereby waives, to the fullest extent permitted by applicable law,
without limiting the generality of the foregoing or any other provision hereof,
all rights and benefits which might otherwise be available to such Guarantor under
Section 726 of the California Code of Civil Procedure and all rights and
benefits which might otherwise be available to such Guarantor under California
Civil Code Sections 2809, 2810, 2815, 2819, 2821, 2839, 2845, 2848, 2849, 2850,
2899 and 3433.


 


(d)           Each
Guarantor hereby further waives (to the fullest extent permitted by applicable
law):  (1) all rights and defenses
arising out of an election of remedies by the Secured Creditors, even though
that election of remedies, such as a nonjudicial foreclosure with respect to
security for a Guaranteed Obligation, has destroyed such Guarantor’s rights of
subrogation and reimbursement against the principal by the operation of Section 580d
of the California Code of Civil Procedure or otherwise; (2) such Guarantor’s
rights of subrogation and reimbursement and any other rights and defenses
available to such Guarantor by reason of the California Civil Code Sections
2787 to 2855, inclusive, including, without limitation, (i) any defenses
such Guarantor may have to the Guaranteed Obligations by reason of an election
of remedies by the Secured Creditors and (ii) any rights or defenses such
Guarantor may have by reason of protection afforded to the principal borrower
with respect to the obligation so guaranteed pursuant to the antideficiency or
other laws of the State of California limiting or discharging the Borrower’s
indebtedness, including, without limitation, California Code of Civil Procedure
Sections 580a, 580b, 580d or 726.


 


11.           If and to the extent that any Guarantor makes any payment
to any Secured Creditor or to any other Person pursuant to or in respect of
this Guaranty, any claim which such Guarantor may have against the Borrower by
reason thereof shall be subject and subordinate to the prior payment in full of
the Guaranteed Obligations to each Secured Creditor. Prior to the transfer by
any Guarantor of any note or negotiable instrument evidencing any indebtedness
of the Borrower to such Guarantor, such Guarantor shall mark such note or
negotiable instrument with a legend that the same is subject to this
subordination.


 













Page 8


 


12.           Notwithstanding anything else to the contrary in this
Guaranty, the Secured Creditors agree that this Guaranty may be enforced only
by the action of the Administrative Agent or the Collateral Agent, in each case
acting upon the instructions of the Required Lenders (or, after the date on
which all Credit Agreement Obligations have been paid in full, the holders of
at least a majority of the Interest Rate Obligations) and that no other Secured
Creditor shall have any right individually to seek to enforce or to enforce
this Guaranty or to realize upon the security to be granted hereby, it being
understood and agreed that such rights and remedies may be exercised by the
Administrative Agent or the Collateral Agent or the holders of at least a
majority of the Interest Rate Obligations, as the case may be, for the benefit
of the Secured Creditors upon the terms of this Guaranty and the other Credit
Documents.  The Secured Creditors further
agree that this Guaranty may not be enforced against any director, officer,
employee, member or stockholder of any Guarantor (except to the extent such
member or  stockholder is also a
Guarantor hereunder).  It is understood
that the agreement in this Section 12 is among and solely for the benefit
of the Lenders and that if the Required Lenders so agree (without requiring the
consent of any Guarantor), the Guaranty may be directly enforced by any Secured
Creditor.


 


13.           In order to induce the Bank Creditors to amend and restate
the Existing Credit Agreement and to make Loans and issue and participate in
Letters of Credit pursuant to the Credit Agreement, and in order to induce the
Interest Rate Creditors to execute, deliver and perform the Interest Rate
Agreements, each Guarantor represents, warrants and covenants that:


 


(a)           Such Guarantor (i) is a duly
organized and validly existing corporation or limited liability company and is
in good standing under the laws of the jurisdiction of its organization, and
has the corporate or limited liability company power and authority to own its
property and assets and to transact the business in which it is engaged and
presently proposes to engage and (ii) is duly qualified and is authorized
to do business and is in good standing in all jurisdictions where it is
required to be so qualified and where the failure to be so qualified could
reasonably be expected to have a Material Adverse Effect.


 


(b)           Such Guarantor has the corporate or
limited liability company power and authority to execute, deliver and carry out
the terms and provisions of this Guaranty and each other Credit Document to
which it is a party and has taken all necessary corporate or limited liability
company action to authorize the execution, delivery and performance by it of
each such Credit Document.  Such
Guarantor has duly executed and delivered this Guaranty and each other Credit
Document to which it is a party and each such Credit Document constitutes the
legal, valid and binding obligation of such Guarantor enforceable in accordance
with its terms, except to the extent that the enforceability hereof or thereof
may be limited by (i) applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws of general application relating to or affecting
rights and remedies of creditors and general equitable principles (regardless
of whether enforcement is sought in equity or at law) and (ii) federal
securities or other laws or regulations or public policy insofar as they may
restrict the enforceability of rights to indemnification.


 


(c)           Neither the execution, delivery or
performance by such Guarantor of this Guaranty or any other Credit Document to
which it is a party, nor compliance by it with


 













 


Page 9


 


the terms and provisions hereof or thereof,
nor the consummation of the transactions contemplated therein (i) will
contravene any applicable provision of any law, statute, rule, regulation,
order, writ, injunction or decree of any court or governmental instrumentality,
(ii) will conflict or be inconsistent with or result in any breach of any
of the terms, covenants, conditions or provisions of, or constitute a default
under, or (other than pursuant to the Collateral Documents) result in the
creation or imposition of (or the obligation to create or impose) any Lien upon
any of the property or assets of such Guarantor or any of its Subsidiaries
pursuant to the terms of, any indenture, mortgage, deed of trust, agreement or
other instrument to which such Guarantor or any of its Subsidiaries is a party
or by which it or any of its property or assets is bound or to which it may be
subject or (iii) will violate any provision of the certificate of
incorporation or by-laws (or equivalent organizational documents) of such
Guarantor or any of its Subsidiaries, except in the case of clauses (i) and
(ii), any contraventions, conflicts, inconsistencies, breaches and defaults
which are not reasonably likely to adversely effect any Lender or to have a
Material Adverse Effect.


 


(d)           Except for the filing of the
Mortgages and the filing of the financing statements and for any other filings,
registrations or recordings required under the Collateral Documents (all of
which have been made or will be made as required) and any consents to
assignments of any Government Lease, no order, consent, approval, license,
authorization or validation of, or filing, recording or registration with, or
exemption by, any foreign or domestic governmental or public body or authority,
or any subdivision thereof, is required to authorize or is required in
connection with (i) the execution, delivery and performance of this
Guaranty or any other Credit Document to which such Guarantor is a party, or (ii) the
legality, validity, binding effect or enforceability of this Guaranty or any
other Credit Document to which such Guarantor is a party.


 


(e)           There are no actions, suits or
proceedings pending or threatened (i) with respect to any Credit Document
to which such Guarantor is party or (ii) that, after giving effect to
expected insurance proceeds and indemnity payments, are reasonably likely to
have a Material Adverse Effect.


 


14.           Each Guarantor covenants and agrees that on and after the
date hereof and until the termination of the Total Commitments and all Interest
Rate Agreements and when no Note or Letter of Credit remains outstanding (other
than Letters of Credit, together with all Fees that have accrued and will
accrue thereon through the stated termination date of such Letters of Credit,
which have been supported in a manner satisfactory to the applicable Issuing
Lender in its sole and absolute discretion) and all Guaranteed Obligations then
due and payable have been paid in full, such Guarantor shall take, or will
refrain from taking, as the case may be, all actions that are necessary to be
taken or not taken so that no violation of any provision, covenant or agreement
contained in Article 7 or 8 of the Credit Agreement, and so that no
Default or Event of Default, is caused by the actions of such Guarantor or any
of its Subsidiaries.


 


15.           Each Guarantor hereby jointly and severally agrees to pay
all reasonable out-of-pocket costs and expenses (including, without limitation,
the reasonable fees and disbursement of counsel) of each Secured Creditor in
connection with the enforcement of this


 













Page 10


 


Guaranty and of the Administrative Agent in connection with any amendment,
waiver or consent relating hereto.


 


16.           This Guaranty shall be binding upon each Guarantor and its
successors and assigns and shall inure to the benefit of the Secured Creditors
and their successors and assigns.


 


17.           Except as contemplated in Section 25 hereof, neither
this Guaranty nor any provision hereof may be changed, waived, discharged or
terminated, with respect to any Guarantor, except with the written consent of
(x) the Required Lenders (or to the extent required by Section 11.10 of
the Credit Agreement, with the written consent of each Lender) at all times
prior to the time on which all Credit Agreement Obligations have been paid in
full or (y) the holders of at least a majority of the outstanding Interest Rate
Obligations at all times after the time on which all Credit Agreement
Obligations have been paid in full; provided, that any change, waiver,
modification or variance affecting the rights and benefits of a single Class (as
defined below) of Secured Creditors (and not all Secured Creditors in a like or
similar manner) shall require the written consent of the Requisite Creditors
(as defined below) of such Class of Secured Creditors (it being understood
that the addition or release of any Guarantor hereunder shall not constitute a
change, waiver, discharge or termination affecting any Guarantor other than the
Guarantor so added or released).  For the
purpose of this Guaranty the term “Class” shall mean each class of
Secured Creditors, i.e., whether (x) the Bank Creditors as holders of
the Credit Agreement Obligations or (y) the Interest Rate Creditors as the
holders of the Interest Rate Obligations. 
For the purpose of this Guaranty, the term “Requisite Creditors”
of any Class shall mean each of (x) with respect to the Credit Agreement
Obligations, the Required Lenders and (y) with respect to the Interest Rate
Obligations, the holders of at least a majority of all obligations outstanding
from time to time under the Interest Rate Agreements.


 


18.           Each Guarantor acknowledges that an executed (or
conformed) copy of each of the Credit Documents and the Interest Rate
Agreements existing as of the date hereof has been made available to its
principal executive officers and such officers are familiar with the contents
thereof and that an executed (or conformed) copy of any Credit Document or
Interest Rate Agreement created after the date hereof will be made available to
its principal executive officers and such officers will be familiar with the
contents thereof.


 


19.           In addition to any rights now or hereafter granted under
applicable law (including, without limitation, Section 151 of the New York
Debtor and Creditor Law) and not by way of limitation of any such rights, upon
the occurrence and during the continuance of an Event of Default (such term to
mean and include any “Event of Default” as defined in the Credit
Agreement or any payment default under any Interest Rate Agreement), each
Secured Creditor is hereby authorized, at any time or from time to time,
without notice to any Guarantor or to any other Person, any such notice being
expressly waived, to set off and to appropriate and apply any and all deposits
(general or special) and any other indebtedness at any time held or owing by
such Secured Creditor to or for the credit or the account of any Guarantor,
against and on account of the obligations and liabilities of such Guarantor to
such Secured Creditor under this Guaranty, irrespective of whether or not such
Secured Creditor shall have made any demand hereunder and although said
obligations, liabilities, deposits or claims, or any of them, shall be
contingent or unmatured.  Notwithstanding
anything to the contrary contained in this Section 19,


 













 


Page 11


 


no Secured Creditor shall exercise any such right of set-off without the
prior consent of the Administrative Agent or the Required Lenders, it being
understood and agreed, however, that this sentence is for the sole benefit of
the Secured Creditors and may be amended, modified or waived in any respect by
the Required Lenders without the requirement of prior notice to or consent by
any Credit Party and does not constitute a waiver of any rights against any
Credit Party or against any Collateral.


 


20.           All notices, requests, demands or other communications
provided for hereunder made in writing (including telexed or telecopier
communication) shall be deemed to have been duly given or made when delivered
to the Person to which such notice, request, demand or other communication is
required or permitted to be given or made under this Guaranty, addressed to
such party at (i) in the case of any Bank Creditor, as provided in the
Credit Agreement, (ii) in the case of any Guarantor, at its address set
forth opposite its signature below and (iii) in the case of any Interest
Rate Creditor, at such address as such Interest Rate Creditor shall have
specified in writing to the Borrower; or in any case at such other address as
any of the Persons listed above may hereafter notify the others in writing.


 


21.           If claim is ever made upon any Secured Creditor for
repayment or recovery of any amount or amounts received in payment or on
account of any of the Guaranteed Obligations and any of the aforesaid Secured
Creditors repays all or part of said amount by reason of (i) any judgment,
decree or order of any court or administrative body having jurisdiction over
such Secured Creditor or any of its property or (ii) any settlement or
compromise of any such claim effected by such Secured Creditor with any such
claimant (including the Borrower), then and in such event each Guarantor agrees
that any such judgment, decree, order, settlement or compromise shall be
binding upon each Guarantor, notwithstanding any revocation hereof or other
instrument evidencing any liability of the Borrower, and each Guarantor shall
be and remain liable to the aforesaid payees hereunder for the amount so repaid
or recovered to the same extent as if such amount had never originally been
received by any such Secured Creditor.


 


22.           (a)  THIS GUARANTY
AND THE RIGHTS AND OBLIGATIONS OF THE SECURED CREDITORS AND OF THE UNDERSIGNED
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK.  Any legal
action or proceeding with respect to this Guaranty or any other Credit Document
to which such Guarantor is a party may be brought in the courts of the State of
New York or of the United States of America for the Southern District of New
York, and, by execution and delivery of this Guaranty, each Guarantor hereby irrevocably
accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts.  Each Guarantor hereby irrevocably waives any
claim that any such courts lack jurisdiction over such Guarantor, and agrees not
to plead or claim, in any legal action or proceeding with respect to this
Guaranty or any other Credit Document to which such Guarantor is a party
brought in any of the aforesaid courts, that any such court lacks jurisdiction
over such Guarantor. Each Guarantor 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 each Guarantor at its address set forth opposite its
signature below, such service to become effective 30 days after such mailing.
Each Guarantor hereby irrevocably waives any objection to such service of
process and


 


 













 


Page 12


 


further irrevocably waives and agrees not to plead or claim in any action
or proceeding commenced hereunder or any other Credit Document to which such
Guarantor is a party that service of process was in any way invalid or
ineffective.  Nothing herein shall affect
the right of any of the Secured Creditors to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise proceed against
any Guarantor in any other jurisdiction.


 


(b)           Each
Guarantor 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 Guaranty 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 such
action or proceeding brought in any such court has been brought in an
inconvenient forum.


 


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


 


23.           This Guaranty 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 the Borrower and the Administrative Agent.


 


24.           All payments made by any Guarantor hereunder will be made
without setoff, counterclaim or other defense.


 


25.           It is understood and agreed that any Subsidiary of the
Borrower that is required to execute a counterpart of this Guaranty after the
date hereof pursuant to the requirements of the Credit Agreement shall
automatically become a Guarantor hereunder by (x) executing and delivering
a counterpart hereof to the Administrative Agent or (y) executing a U.S.
Subsidiary Joinder Agreement substantially in the form of Exhibit N to the
Credit Agreement and delivering same to the Administrative Agent, in each case
as may be requested by (and in form and substance reasonably satisfactory to)
the Administrative Agent.


 


26.           The Administrative Agent and each Guarantor hereby confirm
that it is their intention that this Guaranty not constitute a fraudulent
transfer or conveyance for purposes of any bankruptcy, insolvency or similar
law, the Uniform Fraudulent Conveyance Act or any similar Federal, state of
foreign law.  To effectuate the foregoing
intention, the Administrative Agent (on behalf of itself and the other Secured
Creditors) and each Guarantor hereby irrevocably agree that the Guaranteed
Obligations of each Guarantor shall be limited to the maximum amount as will,
after giving effect to such maximum amount and all other (contingent or
otherwise) liabilities of such Guarantor that are relevant under such laws (but
excluding its obligations pursuant to any guarantee by it of the Senior
Unsecured Notes or any other obligations pursuant to the Senior Unsecured Notes
Indenture to the maximum extent permitted


 













 


Page 13


 


by applicable law, as contemplated by the following sentence), result in
the Guaranteed Obligations of such Guarantor in respect of such maximum amount
not constituting a fraudulent transfer or conveyance.  Notwithstanding the foregoing, to the maximum
extent permitted by applicable law, liabilities of the respective Guarantor
pursuant to any guarantee by it of the Senior Unsecured Notes or any other
obligations pursuant to the Senior Unsecured Notes Indenture shall be ignored
in making determinations pursuant to the preceding sentence, with the intent
being that any such guarantee shall first be limited pursuant to the terms and
conditions thereof before limiting or reducing the amount guaranteed by any
Guarantor hereunder.


 













 


Page 14


 


IN WITNESS WHEREOF, each Guarantor has caused this
Guaranty to be executed and delivered as of June _____, 2005.


 


Addresses:


 


	
  8211 Town Center Drive

  	
   

  	
  WILLSCOT EQUIPMENT, LLC,

  
	
  Baltimore, Maryland 21236

  	
   

  	
  as Guarantor

  
	
  Attention: John Ross

  	
   

  	
   

  
	
  Telephone: (410) 931-6000

  	
   

  	
  By:WILLIAMS SCOTSMAN, INC.,

  
	
  Facsimile: (410) 931-6117

  	
   

  	
  as Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  8211 Town Center Drive

  	
   

  	
  SPACE MASTER INTERNATIONAL, INC.,

  
	
  Baltimore, Maryland 21236

  	
   

  	
  as Guarantor

  
	
  Attention: John Ross

  	
   

  	
   

  
	
  Telephone: (410) 931-6000

  	
   

  	
   

  
	
  Facsimile: (410) 931-6117

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  8211 Town Center Drive

  	
   

  	
  TRUCK & TRAILER SALES, INC.,

  
	
  Baltimore, Maryland 21236

  	
   

  	
  as Guarantor

  
	
  Attention: John Ross

  	
   

  	
   

  
	
  Telephone: (410) 931-6000

  	
   

  	
   

  
	
  Facsimile: (410) 931-6117

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  8211 Town Center Drive

  	
   

  	
  EVERGREEN MOBILE COMPANY,

  
	
  Baltimore, Maryland 21236

  	
   

  	
  as Guarantor

  
	
  Attention: John Ross

  	
   

  	
   

  
	
  Telephone: (410) 931-6000

  	
   

  	
   

  
	
  Facsimile: (410) 931-6117

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  



 













 


Page 15


 


	
  Accepted and
  Agreed to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BANK OF
  AMERICA, N.A.

  	
   

  	
   

  
	
   

  	
  as
  Administrative Agent for the Lenders

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
						



 













 


EXHIBIT J-2


 


FORM
OF CANADIAN SUBSIDIARY GUARANTEE


 


Guarantee
dated as of March 26, 2002, amended and restated as of June 28, 2005, made by WILLIAMS SCOTSMAN OF CANADA, INC., a
corporation incorporated and existing under the laws of the Province of Ontario,
to and in favour of the Secured Creditors.


 


WHEREAS:


 


(a)           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”);


 


(b)           the Guarantor is the wholly-owned subsidiary (as construed in
accordance with the Business Corporations Act
(Ontario)) of the Borrower;


 


(c)           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 the Guarantor shall have executed and delivered the
Canadian Subsidiary Guarantee, dated as of March 26, 2002 (as amended, modified
or supplemented through, but not including, the Effective Date, the “Original
Canadian Subsidiary Guarantee”);


 


(d)           Bank of
America, N.A. (“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 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;


 


(e)           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 Effective Date, (as further
amended, modified, extended, renewed, replaced, restated
or supplemented from time to time, and including any agreement or
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 “Amended and Restated
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 Amended and Restated Credit Agreement) are herein called the “Bank
Creditors”);


 


(f)            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 Amended and Restated 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 “Secured Creditors”);


 


(g)           it is
a condition to the effectiveness of the amendment and restatement of the
Existing Credit Agreement as contemplated by the Amended and Restated Credit
Agreement and to the making of Loans to the 


 





















 


Borrower and
the issuance of, and participation in, Letters of Credit for the account of the
Borrower under the Amended and Restated Credit Agreement that the Guarantor
shall have executed and delivered this Guarantee; and


 


(h)           the
Guarantor will obtain benefits from the aforesaid amendment and restatement of
the Existing Credit Agreement and from the incurrence of Loans by the Borrower
and the issuance of Letters of Credit for the account of the Borrower under the
Amended and Restated Credit Agreement and the Borrower’s entering into Interest
Rate Agreements and, accordingly, desires to execute this Guarantee in order to
satisfy the conditions described in the preceding paragraph and to induce the
Lenders to make Loans to the Borrower and participate in Letters of Credit to
induce the Issuing Lender to issue Letters of Credit for the account of the
Borrower and to induce the Interest Rate Creditors to enter into Interest Rate
Agreements with the Borrower;


 


(i)            the
Guarantor has, contemporaneously herewith, executed and delivered to the
Collateral Agent for the benefit of and as agent of the Secured Creditors, the
Guarantor Security Documents as continuing collateral security for the
obligations of the Guarantor under this Guarantee.


 


NOW THEREFORE, in
consideration of the foregoing and other benefits accruing to the Guarantor,
the receipt and sufficiency of which are hereby acknowledged, the Guarantor
hereby makes the following representations and warranties to the Secured
Creditors and hereby covenants and agrees with each Secured Creditor as
follows:


 


ARTICLE 1

DEFINITIONS


 


Section 1.1                Defined Terms.


 


As used in
this Guarantee and the recitals hereto, the following terms have the following
meanings:


 


“Administrative Agent” means BofA acting as administrative
agent for the Lenders under the Amended and Restated Credit Agreement and any
successor appointed pursuant to the Amended and Restated Credit Agreement, and
its permitted assigns.


 


“Amended and Restated  Credit
Agreement” means the amended and restated credit agreement dated as
of the Effective Date among Holdings, the 


 





















 


Borrower, the
Lenders, the Administrative Agent, Deutsche Bank Trust Company Americas, 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, as the same may from time to time be amended, modified,
extended, renewed, restated, or supplemented and including any agreement
extending the maturity of (including the inclusion of additional borrowers
thereunder or any increase in the amount borrowed) all or any portion of the
indebtedness under such agreement.


 


“Amended and Restated  Credit
Agreement Obligations” has the meaning ascribed thereto in Section
2.1(1)(a).


 


“Bank Creditors” means, collectively, the Lenders, the
Collateral Agent, the Issuing Lender, the Syndication Agent, the
Co-Documentation Agent, the Administrative Agent and the Co-Lead Arrangers and
Joint Book Runners.


 


“Borrower” means Williams Scotsman, Inc., a corporation
incorporated and existing under the laws of the State of Maryland, and its
successors and permitted assigns.


 


“BofA” means Bank of America, N.A. and
any successor thereto.


 


“Business Day” means any day excluding
Saturday, Sunday and any day which shall be in the City of New York a legal
holiday or a day in which banking institutions are authorized by law or other
governmental actions to close.


 


“Class” has the meaning ascribed thereto in Section 5.5.


 


“Co-Documentation Agent”
means, collectively, Citicorp USA, Inc., Wells Fargo Bank, N.A. and Lehman
Commercial Paper Inc. acting as co-documentation agents under the Amended and
Restated Credit Agreement and any successors appointed pursuant to the Amended
and Restated Credit Agreement, and their respective permitted assigns.


 


“Co-Lead Arrangers and Joint Book Runners”
means Banc of America Securities LLC and Deutsche Bank Securities Inc., as the
co-lead arrangers and joint book runners, and their respective successors and
permitted assigns.


 


“Collateral Agent” means BofA acting as collateral agent for
the Secured Creditors, and any successor thereto appointed pursuant to the
Amended and Restated Credit Agreement, and its permitted assigns.


 





















 


“Credit Documents” means, collectively, the Amended and
Restated Credit Agreement and all other Credit Documents (as such term is
defined in the Amended and Restated Credit Agreement).


 


“Credit Parties” means, collectively,
Holdings, the Borrower and the Subsidiary Guarantors.


 


“Effective Date” means June 28, 2005.


 


“Event of Default” means any Event of Default under, and as
defined in, the Amended and Restated Credit Agreement and shall in any event
include any payment default on any of the Guaranteed Obligations after the
expiration of any applicable grace period.


 


“Guarantee” means this guarantee as amended, modified or
supplemented from time to time.


 


“Guaranteed Obligations” means, collectively, the Amended and
Restated Credit Agreement Obligations and the Interest Rate Obligations.


 


“Guarantor” means Williams Scotsman of Canada, Inc., a
corporation incorporated and existing under the laws of the Province of
Ontario, and its successors and permitted assigns.


 


“Guarantor Security Documents” means the amended and restated
security agreement of even date herewith made by the Guarantor in favour of the
Collateral Agent and any other security granted to the Collateral Agent or any
Secured Creditor as security for the obligations of the Guarantor under this
Guarantee and the other Credit Documents to which it is a party.


 


“Holdings” means Williams Scotsman
International, Inc. and its successors.


 


“Insolvency Legislation” means any law relating to
bankruptcy, insolvency, reorganization or relief of debtors including the Companies’ Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada), Title 11 of the
United States Code entitled “Bankruptcy” or any comparable or similar
legislation in effect in any applicable jurisdiction.


 


“Intercorporate Indebtedness” has the meaning ascribed
thereto in Section 3.5(1).


 


“Interest Rate Agreement” means any interest rate agreement
(including interest rate swaps, caps, floors, collars and similar agreements)
between the Borrower and any Interest Rate Creditor.


 





















 


“Interest Rate Creditors” means, collectively, any Lender or
a syndicate of financial institutions organized by BofA or an affiliate of BofA
(even if BofA or any such Lender subsequently ceases to be a Lender under the
Amended and Restated Credit Agreement for any reason) and any institution that
participates, and in each case their subsequent assigns, in any Interest Rate
Agreement with the Borrower.


 


“Interest Rate Obligations” has the meaning ascribed thereto
in Section 2.1(1)(b).


 


“Issuing Lender” has the meaning ascribed thereto in the
Amended and Restated Credit Agreement.


 


“Lenders” means, collectively, the financial institutions
listed from time to time on Schedule I to the Amended and Restated Credit
Agreement, as lenders, as well as any Person which becomes a Lender pursuant to
Section 11.6 of the Amended and Restated Credit Agreement, and their respective
successors and assigns.


 


“Material Adverse Effect” means a material adverse effect on
(i) the business, operations, property, assets, liabilities or condition
(financial or otherwise) of the Borrower or of Holdings, the Borrower and their
respective Subsidiaries taken as a whole, (ii) the value of Collateral or
the amount which the Administrative Agent, the Collateral Agent and the Lenders
would be likely to receive (after giving consideration to delays in payment and
costs of enforcement) in the liquidation of such Collateral, (iii) the
rights and remedies of any Agent, the Issuing Lender or the Lenders under any
Credit Document, or (iv) on the ability of any Credit Party to perform its
obligations under the Credit Documents.


 


“Original Currency” has the meaning ascribed thereto in
Section 3.17(1).


 


“Other Currency” has the meaning ascribed thereto in
Section 3.17(1).


 


“Other Taxes” has the meaning ascribed thereto in
Section 3.16(2).


 


“Required Lenders” has the meaning ascribed thereto in the
Amended and Restated Credit Agreement.


 


“Requisite Creditors” has the meaning ascribed thereto in
Section 5.5.


 


“Revolving Credit Termination Date”
has the meaning ascribed thereto in the Amended and Restated Credit Agreement.


 





















 


“Secured Creditors” means, collectively, the Bank Creditors
and the Interest Rate Creditors.


 


“Shares” has the meaning ascribed thereto in
Section 4.1(a).


 


“Subsidiary Guarantors” has the
meaning ascribed thereto in the Amended and Restated Credit Agreement.


 


“Syndication Agent” means DBTCA acting as syndication agent
for the Lenders under the Amended and Restated Credit Agreement and any
successor appointed pursuant to the Amended and Restated Credit Agreement, and
its permitted assigns.


 


“Taxes” has the meaning ascribed thereto in
Section 3.16(1).


 


“Termination Date” means the date upon which
the Total Commitments under the Amended and Restated Credit Agreement have been
terminated and all Interest Rate Agreements entered into with any Interest Rate
Creditor have been terminated, no Note under the Amended and Restated Credit
Agreement is outstanding and all Loans thereunder have been repaid in full, all
Letters of Credit issued under the Amended and Restated Credit Agreement have
been terminated (or cash collateralized in a manner satisfactory to the
Administrative Agent) and all Guaranteed Obligations then due and payable have been paid in full.


 


Section 1.2                Terms Incorporated by
Reference.


 


Capitalized
terms not defined in this Guarantee shall have the meanings given to them in
the Amended and Restated Credit Agreement.


 


Section 1.3                Statutes.


 


Unless
specified otherwise, reference in this Guarantee to a statute refers to that
statute as it may be amended, or to any restated or successor legislation of
comparable effect.


 


Section 1.4                Certain Phrases, etc.


 


In this
Guarantee (i) (y) the words “including” and
“includes” mean “including
(or includes) without limitation” and (z) the phrase “the aggregate of”, “the total of”,
“the sum of”, or a phrase of similar
meaning means “the aggregate (or total or sum), without
duplication, of”, and (ii) in the computation of periods of
time from a specified date to a later specified date, unless otherwise
expressly stated, the word “from” means “from and including” and the words “to”
and “until” each mean “to but
excluding”.


 





















 


Section 1.5                Gender and Number.


 


Any reference
in this Guarantee to gender shall include all genders and words importing the
singular number only shall include the plural and vice versa.


 


Section 1.6                Headings, etc.


 


The division
of this Guarantee into Articles and Sections and the insertion of headings are
for convenient reference only and are not to affect the interpretation of this
Guarantee.


 


ARTICLE 2

GUARANTEE


 


Section 2.1                Guarantee.


 


(1)           The
Guarantor irrevocably and unconditionally guarantees:


 


(a)           to the
Bank Creditors the full and prompt payment when due (whether at the stated
maturity, by acceleration or otherwise) of (i) the principal of and
interest on the Notes issued by, and the Loans made to, the Borrower under the
Amended and Restated Credit Agreement, (ii) all reimbursement obligations
and unpaid drawings with respect to Letters of Credit issued under the Amended
and Restated Credit Agreement and (iii) all other obligations (including
obligations which, but for any automatic stay under any applicable Insolvency
Legislation, would become due) and liabilities owing by the Borrower to the
Bank Creditors under the Amended and Restated Credit Agreement and the other
Credit Documents (including indemnities, Fees and interest thereon) whether now
existing or hereafter incurred under, arising out of or in connection with the
Amended and Restated Credit Agreement or any other Credit Document and the due
performance and compliance with the terms of the Credit Documents by the
Borrower (all such principal, interest, liabilities and obligations under this
paragraph (a), except to the extent consisting of obligations or liabilities
with respect to Interest Rate Agreements, being herein collectively called, the
“Amended and Restated Credit Agreement Obligations”);
and


 


(b)           to
each Interest Rate Creditor the full and prompt payment when due (whether at
the stated maturity, by acceleration or otherwise) of all obligations
(including obligations which, but for any automatic stay under any applicable
Insolvency legislation, would become due) and liabilities owing by the Borrower
under any Interest Rate Agreement, whether now in existence or hereafter
arising, and the due 


 





















 


performance
and compliance by the Borrower with all terms, conditions and agreements
contained therein (all such obligations and liabilities, the “Interest Rate Obligations”).


 


The Guarantor
promises to pay, on demand, all reasonable out-of-pocket costs and expenses
(including reasonable fees and disbursements of counsel) incurred by or on
behalf of the Secured Creditors and the Collateral Agent in enforcing any of
their respective rights under this Guarantee and by the Collateral Agent in
connection with any amendment, waiver or consent relating thereto.


 


(2)           Additionally,
the Guarantor unconditionally and irrevocably guarantees the payment of any and
all Guaranteed Obligations of the Borrower to the Secured Creditors whether or
not due or payable by the Borrower upon the occurrence in respect of the
Borrower of any of the events specified in Section 9.1(e) of the Amended and
Restated Credit Agreement, and unconditionally and irrevocably, promises to pay
such Guaranteed Obligations to the Secured Creditors, or order, on demand, in
lawful money of the United States.


 


Section 2.2                Absolute Liability.


 


(1)           The
Guarantor guarantees that the Guaranteed Obligations will be paid to the
Collateral Agent and the Secured Creditors strictly in accordance with their
terms and conditions, that the Guarantor shall be liable as principal debtor
and not solely as surety with respect to the payment of the Guaranteed
Obligations and that the liability of the Guarantor under this Guarantee shall
be absolute and unconditional irrespective of:


 


(a)           the
lack of validity or enforceability of any terms of any of the other Credit
Documents or the Interest Rate Agreements;


 


(b)           any
contest by the Borrower or any other Person as to the amount of the Guaranteed
Obligations, the validity or enforceability of any terms of the Credit
Documents or the Interest Rate Agreements or the perfection or priority of any
security granted to the Collateral Agent or the Secured Creditors;


 


(c)           any
defence, counter-claim or right of set-off available to the Borrower;


 


(d)           any
change in the time or times for, or place of or manner of payment of the
Guaranteed Obligations or any consent, waiver, renewal, extension or other
indulgences which the Secured Creditors or the Collateral Agent may grant to
the Borrower or any other Person or any amendment or supplement to, or
alteration or renewal of, or restatement or modification of (including any
increase in the amounts 


 





















 


available
thereunder or the inclusion of additional borrowers thereunder), or other
action or inaction under, any of the Credit Documents or the Interest Rate
Agreements or the Guaranteed Obligations and this Guarantee shall apply to the
Guaranteed Obligations as so changed, indulged, amended, supplemented, altered,
renewed, restated, modified or increased;


 


(e)           any
dealings with the security which the Secured Creditors or the Collateral Agent
hold or may hold pursuant to the terms and conditions of the Credit Document or
the Interest Rate Agreements, including the taking, giving up or exchange of
securities, their variation or realization, the accepting of compositions and
the granting of releases and discharges;


 


(f)            any
bankruptcy, insolvency, reorganization, composition, adjustment, dissolution,
liquidation or other like proceeding relating to the Borrower, the Guarantor or
any other Person or any action taken with respect to this Guarantee by any
trustee or receiver, or by any court, in any such proceeding, whether or not
the Guarantor shall have notice or knowledge of any of the foregoing;


 


(g)           the
assignment of all or any part of the benefits of this Guarantee;


 


(h)           any
invalidity, non-perfection or unenforceability of any security held by the
Secured Creditors or the Collateral Agent or any irregularity, default or
defect in the manner or procedure by which the Collateral Agent and the Secured
Creditors deals with or realizes on such security; and


 


(i)            any
other circumstances which might otherwise constitute a defence available to, or
a discharge of, the Guarantor, the Borrower or any other Person in respect of
the Guaranteed Obligations or this Guarantee, except indefeasible payment in
full of the Guaranteed Obligations on the Termination Date.


 


(2)           The
Guarantor understands, agrees and confirms that the Secured Creditors may
enforce this Guarantee up to the full amount of the Guaranteed Obligations
without proceeding against the Borrower or any other guarantor of the
Guaranteed Obligations.


 





















 


ARTICLE 3

ENFORCEMENT


 


Section 3.1                Remedies.


 


The Secured
Creditors and the Collateral Agent shall not be bound to exhaust their recourse
against the Borrower or any other Person or realize on any security they may
hold in respect of the Guaranteed Obligations before being entitled to payment
under this Guarantee and the Guarantor renounces all benefits of discussion and
division.


 


Section 3.2                Impairment of
Security.


 


Any loss of,
or loss of value of, any security granted to any of the Secured Creditors or
the Collateral Agent by the Borrower or any other Person shall not discharge pro tanto or limit or lessen the liability of the Guarantor
under this Guarantee.


 


Section 3.3                Amount of Guaranteed
Obligations.


 


Any account
settled or stated by or between the Collateral Agent and the Borrower, or if
any such account has not been settled or stated immediately before demand for payment
under this Guarantee, any account stated by the Collateral Agent shall, in the
absence of manifest error, be accepted by the Guarantor as prima facie
evidence of the amount of the Guaranteed Obligations which is due by the
Borrower to the Secured Creditors and the Collateral Agent or remains unpaid by
the Borrower to the Secured Creditors and the Collateral Agent.


 


Section 3.4                Payment on Demand.


 


The obligation
of the Guarantor to pay the amount of the Guaranteed Obligations and all other
amounts payable by it to the Secured Creditors or the Collateral Agent under
this Guarantee shall arise, and the Guarantor shall make such payments,
immediately after demand for same is made in writing to it.  The liability of the Guarantor shall bear
interest from the date of such demand at the rate or rates of interest then
applicable to the Guaranteed Obligations under and calculated in the manner
provided in the Credit Documents.


 


Section 3.5                Assignment and
Postponement.


 


(1)           All
obligations, liabilities and indebtedness of the Borrower to the Guarantor of
any nature whatsoever and all security therefor (the “Intercorporate
Indebtedness”) are hereby assigned and transferred to the Collateral
Agent as continuing and collateral security for the Guarantor’s obligations
under this Guarantee.  Until the
occurrence of an Event of Default, the Guarantor may receive payments in
respect of the Intercorporate Indebtedness in accordance with their terms.  The Guarantor shall not assign all or any
part of 


 





















 


the
Intercorporate Indebtedness to any Person other than the Collateral Agent or
the Secured Creditors.


 


(2)           Upon
the occurrence and during the continuance of an Event of Default, all
Intercorporate Indebtedness shall be held in trust for the Secured Creditors
and the Collateral Agent and shall be collected, enforced or proved subject to,
and for the purpose of, this Guarantee and any payments received by the
Guarantor in respect of the Intercorporate Indebtedness shall be segregated
from other funds and property held by the Guarantor and immediately paid to the
Collateral Agent on account of the Guaranteed Obligations.


 


(3)           Upon
the occurrence and during the continuance of an Event of Default, the Secured
Creditors and the Collateral Agent shall be entitled to receive indefeasible
payment of the Guaranteed Obligations in full before the Guarantor receives any
payment on account of any Intercorporate Indebtedness.  In such case, the Intercorporate Indebtedness
shall not be released or withdrawn or set off against any amount, obligation,
liability or other indebtedness owing to the Borrower by the Guarantor unless
the Collateral Agent’s written consent to the release or withdrawal or set off
is first obtained.  The Guarantor shall
not permit the prescription of the Intercorporate Indebtedness by any statute
of limitations or ask for or obtain any security or negotiable paper for, or
other evidence of, the Intercorporate Indebtedness unless the same is delivered
forthwith to the Collateral Agent.


 


Section 3.6                Suspension of Guarantor
Rights.


 


(1)           The
Guarantor agrees that so long as there are any Guaranteed Obligations, the
Guarantor shall not exercise any rights which it may at any time have by reason
of the performance of any of its obligations under this Guarantee (i) to
be indemnified by the Borrower, (ii) to claim contribution from any other
guarantor of the debts, liabilities or obligations of the Borrower, or
(iii) to take the benefit (in whole or in part and whether by way of
subrogation or otherwise) of any rights of the Secured Creditors or the
Collateral Agent under any of the Credit Documents.


 


(2)           The
Guarantor waives (to the fullest extent permitted by law) all presentments,
demands for performance, protests and notices, including, without limitation,
notices of nonperformance, notices of protest, notices of dishonour, notices of
acceptance of this Guarantee, and notices of the existence, creation or
incurring of new or additional indebtedness. 
The Guarantor assumes all responsibility for being and keeping itself
informed of the Borrower’s financial condition and assets, and of all other
circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations
and the nature, scope and extent of the risks which the Guarantor assumes and
incurs 


 





















 


hereunder, and
agrees that the Secured Creditors shall have no duty to advise the Guarantor of
information known to them regarding such circumstances or risks.


 


Section 3.7                No Prejudice to
Secured Creditors or Collateral Agent.


 


The Secured
Creditors and the Collateral Agent shall not be prejudiced in any way in the
right to enforce any provision of this Guarantee by any act or failure to act
on the part of the Borrower, the Secured Creditors or the Collateral Agent
(save and except any act on the part of the Secured Creditors or the Collateral
Agent to expressly terminate this Guarantee on the Termination Date).  The Collateral Agent and the Secured
Creditors may, at any time and from time to time, in such manner as any of them
may determine is expedient, without any consent of, or notice to, the Guarantor
and without impairing or releasing the obligations of the Guarantor
(i) change the manner, place, time or terms of payment of, or renew,
increase, refinance, accelerate or alter, the Guaranteed Obligations, (ii) renew,
increase, accelerate, replace, refinance or otherwise vary any credit or credit
facilities to, or the terms or conditions of any transaction with, the Borrower
or any other Person, (iii) release, compound or vary the liability of the
Borrower or any other Person liable in any manner under or in respect of the
Guaranteed Obligations, (iv) exercise or enforce or refrain from
exercising or enforcing any right or security against the Borrower, the
Guarantor or any other Person, and (v) apply any sums from time to time
received to the Guaranteed Obligations. 
In their dealings with the Borrower, the Collateral Agent and the
Secured Creditors need not enquire into the authority or power of any Person
purporting to act for or on behalf of the Borrower.


 


Section 3.8                Rights of Subrogation.


 


Any rights of
subrogation acquired by the Guarantor by reason of payment under this Guarantee
shall not be exercised until the Guaranteed Obligations and all other amounts
due to the Secured Creditors have been paid or repaid in full and such rights
of subrogation shall be no greater than the rights held by the Secured
Creditors.  In the event (i) of the
liquidation, winding-up or bankruptcy of the Borrower (whether voluntary or
compulsory), (ii) that the Borrower makes a bulk sale of any of its assets
within the provisions of any bulk sales legislation, or (iii) that the
Borrower makes any composition with creditors or enters into any scheme of
arrangement, then the Secured Creditors shall have the right to rank in
priority to the Guarantor for their full claims in respect of the Guaranteed
Obligations and receive all dividends or other payments until their claims have
been paid in full.  The Guarantor shall
continue to be liable, less any payments made by it, for any balance which may
be owing to the Secured Creditors by the Borrower.  No valuation or retention of their security
by the Secured Creditors shall, as between the Secured Creditors and the
Guarantor, be considered as a purchase of such security or as payment or
satisfaction or reduction of all or any part of the Guaranteed
Obligations.  If any amount is paid to
the Guarantor at any time when all the 


 





















 


Guaranteed
Obligations and other amounts due to the Secured Creditors have not been paid
in full, the amount shall be held in trust for the benefit of the Secured
Creditors and shall immediately be paid to the Collateral Agent to be credited
and applied upon the Guaranteed Obligations, whether matured or unmatured.  The Guarantor shall have no recourse against
the Secured Creditors for any invalidity, non-perfection or unenforceability of
any security held by the Secured Creditors or any irregularity or defect in the
manner or procedure by which the Secured Creditors realize on such security.


 


Section 3.9                No Set-off.


 


To the fullest
extent permitted by law, the Guarantor shall make all payments under this
Guarantee without regard to any defence, counter-claim or right of set-off
available to it.


 


Section 3.10             Successors of the
Borrower.


 


Any change or
changes in the name of, or reorganization (whether by way of reconstruction,
consolidation, amalgamation, merger, transfer, sale, lease or otherwise) of,
the Borrower or its business shall not affect or in any way limit or lessen the
liability of the Guarantor under this Guarantee or under any of the Guarantor
Security Documents.  This Guarantee and
the Guarantor Security Documents shall extend to any person, firm or
corporation acquiring all or substantially all of the assets of the Borrower.


 


Section 3.11             Continuing Guarantee.


 


This Guarantee
is a continuing guarantee.  It extends to
all present and future Guaranteed Obligations, applies to and secures the
ultimate balance of the Guaranteed Obligations due or remaining due to the
Collateral Agent and the Secured Creditors and shall be binding as a continuing
obligation of the Guarantor until the Termination Date.  This Guarantee shall continue to be effective
or be reinstated, as the case may be, if at any time any payment of any of the
Guaranteed Obligations is rescinded or must otherwise be returned by the
Secured Creditors or the Collateral Agent upon the insolvency, bankruptcy or
reorganization of the Borrower or otherwise, all as though the payment had not
been made.


 


Section 3.12             Supplemental Security.


 


This Guarantee
is in addition and without prejudice to and supplemental to all other
guaranties and securities held or which may hereafter be held by the Secured
Creditors or the Collateral Agent.


 


Section 3.13             Security for Guarantee.


 


The Guarantor
acknowledges that this Guarantee is intended to secure payment of the
Guaranteed Obligations and that the payment of the Guaranteed 


 





















 


Obligations
and the other obligations of the Guarantor under this Guarantee are secured
pursuant to the terms and provisions of the Guarantor Security Documents.


 


Section 3.14             Right of Set-off.


 


Upon the
occurrence and during the continuance of any Event of Default, the Collateral
Agent and each of the Secured Creditors are authorized by the Guarantor and
may, to the fullest extent permitted by law, set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by the Collateral Agent or the
Secured Creditors to or for the credit or the account of the Guarantor against
any and all of the obligations of the Guarantor now or hereafter existing
irrespective of whether or not (i) the Secured Creditors or the Collateral
Agent have made any demand under this Guarantee, or (ii) any of the
obligations comprising the Guaranteed Obligations are contingent or
unmatured.  The Collateral Agent and the
Secured Creditors agree promptly to notify the Guarantor after any such set-off
and application made by the relevant Collateral Agent or Secured Creditor
provided that the failure to give notice shall not affect the validity of the
set-off and application.  The rights of
the Collateral Agent and the Secured Creditors under this Section 3.14 are in
addition and without prejudice to and supplemental to other rights and remedies
which the Collateral Agent and the Secured Creditors may have.


 


Section 3.15             Interest Act (Canada).


 


The Guarantor
acknowledges that certain of the rates of interest applicable to the Guaranteed
Obligations may be computed on the basis of a year of 360 days and paid for the
actual number of days elapsed.  For
purposes of the Interest Act (Canada), whenever
any interest is calculated using a rate based on a year of 360 days such rate
determined pursuant to such calculation, when expressed as an annual rate is equivalent
to (i) the applicable rate based on a year of 360 days,
(ii) multiplied by the actual number of days in the calendar year in which
the period for such interest is payable (or compounded) ends, and
(iii) divided by 360.


 


Section 3.16             Taxes and Other Taxes.


 


(1)           All
payments to the Secured Creditors and the Collateral Agent by the Guarantor
under this Guarantee or under any of the Guarantor Security Documents shall be
made free and clear of and without deduction or withholding for any and all
taxes, levies, imposts, deductions, charges or withholdings and all related
liabilities (all such taxes, levies, imposts, deductions, charges, withholdings
and liabilities being referred to as “Taxes”)
imposed by any jurisdiction (or any political subdivision or taxing authority
of it), unless such Taxes are required by applicable Law to be deducted or
withheld.  If the Guarantor shall be
required by applicable Law to deduct or withhold any such Taxes from or in
respect of any amount payable under this Guarantee or under any of the
Guarantor Security Documents, (i) the amount 


 





















 


payable shall
be increased (and for greater certainty, in the case of interest, the amount of
interest shall be increased) as may be necessary so that after making all
required deductions or withholdings (including deductions or withholdings
applicable to any additional amounts paid under this Section 3.16), the
Secured Creditors and the Collateral Agent receive an amount equal to the
amount they would have received if no such deduction or withholding had been
made, (ii) the Guarantor shall make such deductions or withholdings, and
(iii) the Guarantor shall immediately pay the full amount deducted or
withheld to the relevant Governmental Entity in accordance with applicable Law.


 


(2)           The Guarantor
agrees to immediately pay any present or future stamp or documentary taxes or
any other excise or property taxes, charges, financial institutions duties,
debits taxes or similar levies (all such taxes, charges, duties and levies
being referred to as “Other Taxes”)
which arise from any payment made by the Guarantor under this Guarantee or
under any of the Guarantor Security Documents or from the execution, delivery
or registration of, or otherwise with respect to, this Guarantee or any of the
Guarantor Security Documents.


 


(3)           The
Guarantor shall indemnify the Secured Creditors and the Collateral Agent for
the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes
imposed by any jurisdiction on amounts payable by the Guarantor under this
Section 3.16) paid by the Secured Creditors or the Collateral Agent and
any liability (including penalties, interest and expenses) arising from or with
respect to such Taxes or Other Taxes, whether or not they were correctly or
legally asserted, excluding, in the case of any Secured Creditor and the
Collateral Agent, and subject to the next following sentence, Taxes imposed on
its net income or net profits (or any branch of profits tax imposed in lieu of
net income taxes) or capital taxes or receipts and franchise taxes.  If any Taxes on the worldwide net income,
profits or gains of any Secured Creditor or the Collateral Agent are asserted,
imposed, levied or assessed against such Secured Creditor or the Collateral
Agent in respect of any amount payable pursuant to this Section 3.16, the
Guarantor will indemnify such Secured Creditor or the Collateral Agent, as the
case may be, against such payment or liability together with any interest,
penalties and expenses payable or incurred in connection therewith.  Payment under this indemnification shall be
made within 30 days from the date the Collateral Agent or the relevant Secured
Creditor, as the case may be, makes written demand for it.  A certificate as to the amount of such Taxes
or Other Taxes submitted to the Guarantor by the Collateral Agent or the
relevant Secured Creditor shall be prima facie
evidence, absent manifest error, of the amount 


 





















 


due from the
Guarantor to the Collateral Agent or the Secured Creditors, as the case may be.


 


(4)           The
Guarantor shall furnish to the Collateral Agent and the Secured Creditors the
original or a certified copy of a receipt evidencing payment of Taxes or Other
Taxes made by the Guarantor within 30 days after the date of any payment of
Taxes or Other Taxes.


 


(5)           If a
Secured Creditor or the Collateral Agent is, in its sole opinion, entitled to
claim a refund or able to apply for or otherwise take advantage of any tax
credit, tax deduction or similar benefit by reason of any withholding or
deduction made by the Guarantor in respect of a payment made by it under this
Guarantee, which payment shall have been increased pursuant to this
Section 3.16, then such Secured Creditor or the Collateral Agent, as the
case may be, will use reasonable effort to obtain the refund, credit, deduction
or benefit and upon credit or receipt of it will pay to the Guarantor, the
amount (if any) not exceeding the increased amount paid by the Guarantor, as
equals the net after-tax value to such Guarantor of that part of the refund,
credit, deduction or benefit as it considers is allocable to such withholding
or deduction having regard to all of its dealings giving rise to similar
credits, deductions or benefits in relation to the same tax period and to the
cost of obtaining the same.  Nothing contained
in this Section 3.16 shall interfere with the right of the Secured
Creditor or the Collateral Agent to arrange its tax affairs in whatever manner
it deems fit and in particular, neither any Secured Creditor nor the Collateral
Agent shall be under any obligation to claim relief from its corporate profits
or similar tax liability in respect of any deduction or withholding in priority
to any other relief, claims, credits or deductions available to it and neither
any Secured Creditor nor the Collateral Agent shall be obligated to disclose to
the Guarantor any information regarding its tax affairs, tax computations or
otherwise.


 


Section 3.17             Judgment Currency.


 


(1)           If,
for the purposes of obtaining judgment in any court, it is necessary to convert
all or any part of the Guaranteed Obligations or any other amount due to a
Secured Creditor or the Collateral Agent in respect of the Guarantor’s
obligations under this Guarantee in any currency (the “Original
Currency”) into another currency (the “Other
Currency”), the Guarantor, to the fullest extent that it may
effectively do so, agrees that the rate of exchange used shall be that at
which, in accordance with normal banking procedures, the Secured Creditor or
the Collateral Agent, as the case may be, could purchase the Original Currency
with the Other Currency on the Business Day preceding that on which final
judgement is paid or satisfied.


 





















 


(2)           The
obligations of the Guarantor in respect of any sum due in the Original Currency
from it to any Secured Creditor or the Collateral Agent shall, notwithstanding
any judgment in any Other Currency, be discharged only to the extent that on
the Business Day following receipt by such Secured Creditor or the Collateral
Agent, as the case may be, of any sum adjudged to be so due in such Other
Currency such Secured Creditor or the Collateral Agent, as the case may be,
may, in accordance with its normal banking procedures, purchase the Original
Currency with such Other Currency.  If
the amount of the Original Currency so purchased is less than the sum
originally due to the Secured Creditor or the Collateral Agent, as the case may
be, in the Original Currency, the Guarantor agrees, as a separate obligation
and notwithstanding any such judgment, to indemnify the Secured Creditor or the
Collateral Agent, as the case may be, against such loss, and if the amount of
the Original Currency so purchased exceeds the sum originally due to the
Secured Creditor or the Collateral Agent, as the case may be, in the Original
Currency, the Secured Creditor or the Collateral Agent, as the case may be,
agrees to remit such excess to the Guarantor.


 


ARTICLE 4

REPRESENTATIONS, WARRANTIES AND COVENANTS


 


Section 4.1                Representations and
Warranties.


 


The Guarantor
hereby represents and warrants to and in favour of the Collateral Agent and the
Secured Creditors, acknowledging and confirming that each Secured Creditor and
the Collateral Agent is relying thereon without independent inquiry in
connection with the acceptance of this Guarantee, that:


 


(a)           Shares.  As of the Effective Date,
the authorized capital of the Guarantor consists of an unlimited number of
common shares of which only 1000
common shares (and no more) have been issued and are outstanding as fully paid
and non-assessable.  The Borrower is the
registered and beneficial owner of all of the issued and outstanding common
shares in the capital of the Guarantor (the “Shares”).  As of the Effective Date, the Guarantor is
not a party to any unanimous shareholder’s declaration, shareholders’ agreement
or other agreement relating to the Shares or within the meaning of Section 108
of the Business Corporations Act
(Ontario).  The Guarantor does not own
beneficially or of record any shares or other securities in any Person.


 


(b)           Incorporation
and Qualification.  The Guarantor is a corporation duly
incorporated, organized and validly existing under the laws of the Province of
Ontario and, and as of the Effective Date, is extra-provincially registered to
carry on business in the Provinces of Quebec, 


 





















 


Manitoba,
Saskatchewan, Alberta and British Columbia, but is not qualified, licensed or
registered to carry on business in any other jurisdiction nor could failure to
be so qualified have a Material Adverse Effect.


 


(c)           Corporate
Power.  The
Guarantor has all requisite corporate power and authority to (i) own,
lease and operate its properties and assets and to carry on the business in
which it is engaged and presently proposes to engage, and (ii) enter into
and perform its obligations under the Credit Documents to which it is a party.


 


(d)           Conflict
With Other Instruments.  The execution and delivery by the Guarantor
and the performance by it of its obligations under, and compliance with the
terms, conditions and provisions of, the Credit Documents to which it is a
party will not (i) conflict with or result in a breach of any of the terms
or conditions of (t) its constating documents or by-laws, (u) any
applicable law, rule or regulation, (v) any contractual restriction
binding on or affecting it or its properties, or (w) any judgment,
injunction, determination, order, decree, writ or award which is binding on it,
or (ii) result in, require or permit (x) the imposition of any encumbrance
in, on or with respect to any of its assets or property (except in favour of the
Collateral Agent and the Secured Creditors) or (y) the acceleration of the
maturity of any Indebtedness binding on or affecting the Guarantor, except in
each of the foregoing cases (except clause(t)), any contravention, conflicts,
encumbrances or accelerations which are not reasonably likely to adversely
affect any Lender or to have a Material Adverse Effect.


 


(e)           Corporate
Action, Governmental Approvals, etc.  The execution and delivery of each of the
Credit Documents by the Guarantor and the performance by the Guarantor of its
obligations under the Credit Documents to which it is a party has been duly
authorized by all necessary corporate action including the obtaining of all
necessary shareholder consents.  Except
for the filing of financing statements and financing change statements and for
any other filings, registrations or recordings required under the Guarantor’s
Security Documents (all of which have been made or will be made within one
Business Day hereof, save and except for any filings, registrations or
recordings in respect of fixtures in the appropriate land registry office and
in respect of any assignment of Crown debts (as that term is defined in the Financial Administration Act (Canada) to
which Part VII of the Financial
Administration Act (Canada) applies), no authorization, consent,
approval, registration, qualification, designation, declaration, filing,
recording or registration with or exemption by any Governmental 


 





















 


Entity or
other Person, is or was necessary in connection with (i) the execution,
delivery and performance of obligations under the Credit Documents to which the
Guarantor is a party; or (ii) the legality, validity, binding effect or
enforceability of any such Credit Document.


 


(f)            Execution
and Binding Obligation.  This Guarantee and the other Credit Documents
to which the Guarantor is a party have been duly executed and delivered by the
Guarantor and constitute legal, valid and binding obligations of the Guarantor
enforceable against it in accordance with their respective terms, subject only
to any limitation under applicable laws relating to (i) bankruptcy,
insolvency, arrangement or creditors’ rights generally, and (ii) the
discretion that a court may exercise in the granting of equitable remedies.


 


(g)           Litigation.  There are no actions,
suits, arbitrations, investigations or proceedings pending or threatened
(i) with respect to any Credit Document to which the Guarantor is a party
or (ii) that, after giving effect to expected insurance proceeds and
indemnity payments, are reasonably likely to have a Material Adverse Effect.


 


Section 4.2                Survival of
Representations and Warranties.


 


The
representations and warranties herein set forth or contained in any
certificates or documents delivered to the Collateral Agent or the Secured
Creditors pursuant hereto shall not merge in or be prejudiced by and shall
survive any Notes issued by, and Loans made to, the Borrower under the Amended
and Restated Credit Agreement, Letters of Credit issued under the Amended and
Restated Credit Agreement, and obligations under any Interest Rate Agreement,
and shall continue in full force and effect until the Guaranteed Obligations
and all other amounts owing hereunder shall be paid or repaid in full.


 


Section 4.3                Amended and Restated
Credit Agreement.


 


Until the
Guaranteed Obligations and all other amounts owing hereunder shall be paid or
repaid in full and the Secured Creditors have no obligations under the Amended
and Restated Credit Agreement or the Interest Rate Agreements, the Guarantor
covenants and agrees that it shall take, or shall refrain from taking, as the
case may be, all actions that are necessary to be taken or not taken so that no
violation of any provision, covenant or agreement contained in Article 7 or
Article 8 of the Amended and Restated Credit Agreement and so that no Default
or Event of Default, is caused by the action of the Guarantor and its
Subsidiaries.


 





















 


ARTICLE 5

GENERAL


 


Section 5.1                Notices, etc.


 


All notices,
requests, demands or other communications provided for hereunder made in
writing (including telexed or telecopier communication) shall be deemed to have
been duly given or made when delivered to the Person to which such notice,
request, demand or other communication is required or permitted to be given or
made under this Guarantee, addressed as follows:


 


	
   

  	
  (a)

  	
  To the Guarantor:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c/o Williams
  Scotsman, Inc.

  
	
   

  	
   

  	
  8211 Town
  Center Drive

  
	
   

  	
   

  	
  Baltimore,
  Maryland 21236-5997

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
  John B. Ross

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
  (410)931-6000
  ext.6105

  
	
   

  	
   

  	
  Facsimile:

  	
  (410)931-6117

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy
  to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Davies Ward
  Phillips & Vineberg LLP

  
	
   

  	
   

  	
  1 First
  Canadian Place

  
	
   

  	
   

  	
  44th
  Floor

  
	
   

  	
   

  	
  P.O. Box 63

  
	
   

  	
   

  	
  Toronto,
  Ontario

  
	
   

  	
   

  	
  M5X 1B1

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
  Kent F. Beattie

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
  (416)367-6927

  
	
   

  	
   

  	
  Facsimile:

  	
  (416)863-0871

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  To the Collateral Agent at:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Bank of America, N.A.

  
	
   

  	
   

  	
  335 Madison Avenue

  
	
   

  	
   

  	
  New York,
  New York 10017

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
  Business Capital/URGENT

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
  (212) 503-7632

  
	
   

  	
   

  	
  Facsimile:

  	
  (212) 503—7330

  



 





















 


(c)           To any
Bank Creditor, other than the Collateral Agent, at such address as such Bank
Creditor shall have specified in the Amended and Restated Credit Agreement;


 


(d)           To any
Interest Rate Creditor at such address as such Interest Rate Creditor shall
have specified in writing to the Obligor and the Collateral Agent;


 


or in any case
at such other address as any of the Persons listed above may hereafter notify
the others in writing, except that notices and communications to the
Administrative Agent or any Credit Party shall not be effective until received
by the Administrative Agent or such Credit Party.


 


Section 5.2                Currency.


 


All references
in this Guarantee to dollars, unless otherwise specifically indicated, are
expressed in lawful currency of the United States of America.


 


Section 5.3                Successors and
Assigns.


 


This Guarantee
shall be binding upon the Guarantor, its successors and assigns, and shall
enure to the benefit of the Secured Creditors, the Collateral Agent and their
respective successors and assigns.  All
rights of the Collateral Agent and the Secured Creditors shall be assignable
and in any action brought by an assignee to enforce any such right, the
Guarantor shall not assert against the assignee any claim or defence which the
Guarantor now has or hereafter may have against the Collateral Agent or any of
the Secured Creditors.


 


Section 5.4                Severability.


 


If any
provision of this Guarantee is deemed by any court of competent jurisdiction to
be invalid or void, the remaining provisions shall remain in full force and
effect.


 


Section 5.5                Waivers, etc.


 


Neither this
Guarantee nor any provision hereof may be changed, waived, discharged or
terminated, with respect to any Guarantor, except with the written consent of
(x) the Required Lenders (or to the extent required by Section 11.10 of
the Amended and Restated Credit Agreement, with the written consent of each
Lender) at all times prior to the time on which all Amended and Restated Credit
Agreement Obligations have been paid in full or (y) the holders of at
least a majority of the outstanding Interest Rate Obligations at all times
after the time on which all Amended and Restated Credit Agreement Obligations
have been paid in full; 


 





















 


provided, that
any change, waiver, modification or variance affecting the rights and benefits
of a single Class (as defined below) of Secured Creditors (and not all Secured
Creditors in a like or similar manner) shall require the written consent of the
Requisite Creditors (as defined below) of such Class of Secured Creditors (it
being understood that the release of any guarantor hereunder shall not
constitute a change, waiver, discharge or termination affecting any guarantor
other than the guarantor so added or released). 
For the purpose of this Guarantee the term “Class”
means each class of Secured Creditors, i.e., whether (x) the Bank
Creditors as holders of the Amended and Restated Credit Agreement Obligations
or (y) the Interest Rate Creditors as the holders of the Interest Rate
Obligations.  For the purpose of this
Guarantee, the term “Requisite Creditors”
of any Class means each of (x) with respect to the Amended and Restated
Credit Agreement Obligations, the Required Lenders, or if required by Section
11.10 of the Amended and Restated Credit Agreement, all of the Lenders and
(y) with respect to the Interest Rate Obligations, the holders of at least
a majority of all obligations outstanding from time to time under the Interest
Rate Agreements.


 


Section 5.6                Enforcement by Secured
Creditors.


 


Notwithstanding
anything else to the contrary in this Guarantee, the Secured Creditors and the
Collateral Agent agree that this Guarantee may be enforced only by the action
of the Administrative Agent or the Collateral Agent, in each case acting upon
the instructions of the Required Lenders (or, after the date on which all
Amended and Restated Credit Agreement Obligations have been paid in full, the
holders of at least a majority of the Interest Rate Obligations) and that no
other Secured Creditor shall have any right individually to seek to enforce or
to enforce this Guarantee or to realize upon the security to be granted hereby,
it being understood and agreed that such rights and remedies may be exercised
by the Administrative Agent or the Collateral Agent or the holders of at least
a majority of the Interest Rate Obligations, as the case may be, for the
benefit of the Secured Creditors upon the terms of this Guarantee and the other
Credit Documents.  The Secured Creditors
further agree that this Guarantee may not be enforced against any director,
officer, employee, or shareholder (except to the extent such shareholder is a
Credit Party) of the Guarantor.  It is
understood that the agreement in this Section 5.6 is among and solely for
the benefit of the Lenders and that if the Required Lenders so agree (without
requiring the consent of the Guarantor), the Guarantee may be directly enforced
by any Secured Creditor.


 


Section 5.7                Governing Law.


 


This Guarantee
shall be governed by and interpreted and enforced in accordance with the laws
of the Province of Ontario and the federal laws of Canada applicable therein.


 


REMAINDER OF THIS PAGE INTENTIONALLY
LEFT BLANK


 





















 


IN WITNESS WHEREOF the Guarantor has caused this Guarantee to be executed by its duly
authorized officers as of the day and year first above written.


 


	
   

  	
  WILLIAMS SCOTSMAN OF

  
	
   

  	
  CANADA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
    Name:
  Tom Bruyea

  
	
   

  	
   

  	
    Title:
  Authorized Signing Officer

  



 





















 


EXHIBIT K-1


 


FORM OF AMENDED AND RESTATED U.S. PLEDGE
AGREEMENT


 


AMENDED AND RESTATED U.S. PLEDGE AGREEMENT (as
amended, modified or supplemented from time to time, this “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 pledgors (each a “Pledgor” and, together
with any other entity that becomes a pledgor hereunder pursuant to Section 25
hereof, the “Pledgors”) to BANK OF AMERICA, N.A., as collateral agent
(together with any successor collateral agent, the “Pledgee”), 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, 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 Pledgors (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 Second 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 each Guarantor (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
First Lien Obligations of the Borrower 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 Pledgor and the Collateral Agent entered
into the U.S. Pledge 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. Pledge Agreement”), pursuant to which the Pledgors granted a security
interest in the Collateral for the benefit of the Secured Creditors under, and
as defined in, the Original U.S. Pledge 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 Pledgor
shall have executed and delivered to the Collateral Agent the Original U.S.
Pledge 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 Pledgor (other than Holdings) shall have executed and
delivered the Original U.S. Pledge 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. Pledge Agreement, assigned
and transferred all of its right, title and interest in and to the Original
U.S. Pledge Agreement to the Collateral Agent.


 


WHEREAS, it is a condition precedent to the amendment
and restatement of the Existing 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. Pledge Agreement
be amended and restated in its entirety;


 


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


 


1.  SECURITY FOR OBLIGATIONS.  This Agreement is made by each Pledgor for
the benefit of the Secured Creditors to secure:


 


(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, all
interest that accrues after the commencement of any case, proceeding or other
action relating to the bankruptcy, insolvency, reorganization or similar
proceeding of any Pledgor at the rate provided for in the respective
documentation, whether or not a claim for post-petition interest is allowed in
any such proceeding), reimbursement obligations under Letters of Credit, fees,
costs and indemnities) of each Pledgor 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 Pledgor is a
party (including, in the case of each Pledgor that is a Guarantor, all such
obligations, liabilities and indebtedness of such Pledgor under the respective
Guaranty to which it is a party) and the due performance and compliance by such
Pledgor with all of the terms, conditions and agreements contained in the
Credit Agreement and


 


 


3













 


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 stated maturity, by acceleration or otherwise) of all obligations,
liabilities and indebtedness (including, without limitation, all interest that
accrues after the commencement of any case, proceeding or other action relating
to the bankruptcy, insolvency, reorganization or similar proceeding of any
Pledgor at the rate provided for in the respective documentation, whether or
not a claim for post-petition interest is allowed in any such proceeding) owing
by such Pledgor to the Interest Rate Creditors under, or with respect to each
Interest Rate Agreement, whether such Interest Rate Agreement is now in
existence or hereafter arising, and the due performance and compliance with the
terms, conditions and agreements of each such Interest Rate Agreement by such
Pledgor including, in the case of Pledgors other than the Borrower, all
obligations, liabilities and indebtedness under the Holdings Secured Guaranty
and Subsidiaries Guaranty (as applicable), in each case, in respect of the
Interest Rate Agreements, and the due performance and compliance by such
Pledgor with all of the terms, conditions and agreements contained therein (all
such obligations, liabilities and indebtedness described in this clause (ii) 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 Pledgor at the rate provided for in the respective documentation, whether
or not a claim for post-petition interest is allowed in any such proceeding))
owing by such Pledgor to 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
Pledgor is a party (including all such obligations, indebtedness and
liabilities of such Pledgor under any guaranty constituting a Senior Secured
Notes Document) and the due performance and compliance by such Pledgor 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
Pledgee in order to preserve the Collateral (as hereinafter defined) and/or
preserve its security interest therein;


 


(v)           in the event of any proceeding for
the collection or enforcement of any indebtedness, obligations, or liabilities
of such Pledgor 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 disposing of or realizing on the Collateral, or of any exercise by
the Pledgee of its rights hereunder, together with reasonable attorneys’ fees
and court costs;


 


 


4













 


(vi)          all amounts paid by any Indemnitee as
to which such Indemnitee has the right to reimbursement under Section 11
of this Agreement; and


 


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


 


all such obligations, liabilities, indebtedness, sums and expenses set
forth in clauses (i) through (vii) of this Section 1 being
collectively called the “Obligations”, 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.


 


2.  DEFINITIONS.  (a)  Reference to singular terms
shall include the plural and vice versa.


 


(b)           The
following capitalized terms used herein shall have the definitions specified
below:


 


“Administrative Agent” has the meaning set
forth in the recitals hereto.


 


“Adverse Claim” has the meaning given such term
in Section 8-102(a)(1) of the UCC.


 


“Agreement” has the meaning set forth in the preamble
hereof.


 


“Amendment and Restatement Effective Date” has
the meaning set forth in the preamble hereof.


 


“Bank Assignment Agreement” has the meaning set
forth in the recitals hereto.


 


“Bank Creditors” has the meaning set forth in
the recitals hereto.


 


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


 


“Borrower” has the meaning set forth in the
recitals hereto.


 


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


 


“Certificated Security” has the meaning given
such term in Section 8-102(a)(4) of the UCC.


 


“Clearing Corporation” has the meaning given
such term in Section 8-102(a)(5) of the UCC.


 


“Collateral” has the meaning set forth in Section 3.1
hereof.


 


“Collateral Accounts” means any and all accounts
established and maintained by the Pledgee in the name of any Pledgor to which
Collateral may be credited.


 


 


 


5













 


“Credit Agreement” has the meaning set forth in
the recitals hereto.


 


“Credit Document Obligations” has the meaning
set forth in Section 1(i) hereof.


 


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


 


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


 


“Existing Credit Agreement” has the meaning set
forth in the recitals hereto.


 


“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 (in each case 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.


 


“Financial Asset” has the meaning given such
term in Section 8-102(a)(9) of the UCC.


 


“First Lien Creditors” has the meaning set
forth in the recitals to this Agreement.


 


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


 


“Holdings” has the meaning set forth in the
recitals hereto.


 


“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 (as
defined in the UCC) and all other collateral described in clause (a) of Section 3.1
(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 (a) of Section 3.1), 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).


 


“Indemnitees” has the meaning set forth in Section 11
hereof.


 


“Instrument” has the meaning given such term in
Section 9-102(a)(47) of the UCC.


 


“Interest Rate Agreements” has the meaning set
forth in the recitals hereto.


 


“Interest Rate Obligations” has the meaning set
forth in Section 1(ii) hereof.


 


 


6













 


“Investment Property” has the meaning given
such term in Section 9-102(a)(49) of the UCC.


 


“Lenders” has the meaning set forth in the
recitals hereto.


 


“Limited Liability Company Assets” means all
assets, whether tangible or intangible and whether real, personal or mixed (including,
without limitation, all limited liability company capital and interest in other
limited liability companies), at any time owned or represented by any Limited
Liability Company Interest.


 


“Limited Liability Company Interests” means the
entire limited liability company membership interest at any time owned by any
Pledgor in any limited liability company.


 


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


 


“Notes” means all promissory notes from time to
time issued to, or held by, each Pledgor.


 


“Obligations” has the meaning set forth in Section 1
hereof.


 


“Original U.S. Pledge Agreement” has the
meaning set forth in the recitals hereto.


 


“Partnership Assets” means all assets, whether
tangible or intangible and whether real, personal or mixed (including, without
limitation, all partnership capital and interest in other partnerships), at any
time owned or represented by any Partnership Interest.


 


“Partnership Interest” means the entire general
partnership interest or limited partnership interest at any time owned by any
Pledgor in any general partnership or limited partnership.


 


“Person” means any individual, partnership,
joint venture, firm, corporation, association, limited liability company, trust
or other enterprise or any government or political subdivision or any agency,
department or instrumentality thereof.


 


“Pledged Notes” has the meaning set forth in Section 3.5
hereof.


 


“Pledgee” has the meaning set forth in the
preamble hereof.


 


“Pledgor” has the meaning set forth in the
preamble hereof.


 


“Proceeds” has the meaning given such term in Section 9-102(a)(64)
of the UCC.


 


“Required Secured Creditors” has the meaning
set forth in the U.S. Security Agreement.


 


“Second Lien
Creditors” has the meaning set forth in the recitals hereto.


 


7













 


“Second Lien Excluded Collateral” has the
meaning set forth in the U.S. Security Agreement.


 


“Second Lien
Obligations” has the meaning provided in Section 1(iii) hereof.


 


“Secured Creditors”
has the meaning set forth in the recitals hereto.


 


“Secured Debt Agreements” has the meaning set
forth in Section 5 hereof.


 


“Securities Act” means the Securities Act of
1933, as amended, as in effect from time to time.


 


“Security” and “Securities” has the
meaning given such term in Section 8-102(a)(15) of the UCC and shall
in any event also include all Stock and all Notes.


 


“Security Entitlement” has the meaning given
such term in Section 8-102(a)(17) of the UCC.


 


“Senior Secured Noteholders” has the meaning
provided in the recitals hereto.


 


“Senior Secured Notes” shall have the meaning
set forth in the recitals hereto.


 


“Senior Secured Notes Documents” has the
meaning set forth in the recitals hereto.


 


“Senior Secured Notes Indenture” has the meaning
set forth in the recitals hereto.


 


“Senior Secured Notes Trustee” has the meaning
set forth in the preamble hereto.


 


“Stock” means (x) with respect to corporations
incorporated under the laws of the United States or any State or territory
thereof (each a “Domestic Corporation”), all of the issued and
outstanding shares of capital stock at any time owned by any Pledgor of any
Domestic Corporation, (y) with respect to corporations incorporated or
organized under the laws of Canada or any province thereof (each a “Canadian
Corporation”) all of the issued outstanding shares of capital stock at any
time owned by any Pledgor of any Canadian Corporation and (z) with respect to
any Corporation which is not a Domestic Corporation or a Canadian Corporation
(each a “Non-Canadian Foreign Corporation”), all of the issued
outstanding shares of capital stock at any time owned by any Pledgor of any
such Non-Canadian Foreign Corporation; provided that if, at any time, the
granting of a pledge of more than 66-2/3% of the voting capital stock of
any Non-Canadian Foreign Subsidiary (as defined in the Credit Agreement) would
give rise to  “deemed dividend” tax
consequences under Section 956 of the Code, then not more than 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.


 


“Subsidiary” means, as to any Person, (i) any
corporation more than 50% of whose stock of any class or classes having by the
terms thereof ordinary voting power to elect a majority of the directors of
such corporation (irrespective of whether or not at the time stock of any class
or classes of such corporation shall have or might have voting power by reason
of the


 


 


8













 


happening of any
contingency) is at the time owned by such Person and/or one or more
Subsidiaries of such Person and (ii) any partnership, limited liability
company, association, joint venture or other entity in which such Person and/or
one or more Subsidiaries of such Person has more than a 50% equity interest at
the time.


 


“Termination Date” has the meaning set forth in
Section 19 hereof.


 


“UCC” means the Uniform Commercial Code as in
effect in the State of New York from time to time; provided that
all references herein to specific sections or subsections of the UCC are
references to such sections or subsections, as the case may be, of the Uniform
Commercial Code as in effect in the State of New York on the Amendment and
Restatement Effective Date.


 


“Uncertificated Security” has the meaning given
such term in Section 8-102(a)(18) of the UCC.


 


“U.S. Security Agreement” means the 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 __,
2005, by and among the Pledgee, the Pledgors and the Senior Secured Notes
Trustee, as same may be further amended, modified, supplemented, amended and
restated or replaced from time to time in accordance with the terms thereof.


 


3.  PLEDGE OF SECURITIES, ETC.


 


3.1.  Pledge.  To secure the Obligations now or hereafter
owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge
and assign to the Pledgee for the benefit of Secured Creditors, and does hereby
create (and, to the extent the following constitutes “Collateral” under, and as
defined in, the Original Pledge Agreement, does hereby reconfirm (without
interruption) its creation, grant, pledge and assignment to the Pledgee under
the Original U.S. Pledge Agreement of) a continuing security interest (subject
to those Liens permitted to exist with respect to the Collateral pursuant to
the terms of all Secured Debt Agreements then in effect) in favor of the
Pledgee for the benefit of Secured Creditors, in all of the right, title and
interest in and to the following, whether now existing or hereafter from time
to time acquired (collectively, the “Collateral”):


 


(a)           each
of the Collateral Accounts (to the extent a security interest therein is not
created pursuant to the U.S. Security Agreement), including any and all assets
of whatever type or kind deposited by such Pledgor in such Collateral Account,
whether now owned or hereafter acquired, existing or arising, including, without
limitation, all Financial Assets, Investment Property, moneys, checks, drafts,
Instruments, Securities or interests therein of any type or nature deposited or
required by the Credit Agreement or any other Secured Debt Agreement to be
deposited in such Collateral Account, and all investments and all certificates
and other Instruments (including depository receipts, if any) from time to time
representing or evidencing the same, and all dividends, interest,
distributions, cash and other property from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all of the
foregoing;


 


9













 


(b)           all
Securities owned by such Pledgor from time to time and all options and warrants
owned by such Pledgor from time to time to purchase Securities;


 


(c)           all
Limited Liability Company Interests owned by such Pledgor from time to time and
all of its right, title and interest in each limited liability company to which
each such interest relates, whether now existing or hereafter acquired,
including, without limitation, to the fullest extent permitted under the terms
and provisions of the documents and agreements governing such Limited Liability
Company Interests and applicable law:


 


(A)          all
the capital thereof and its interest in all profits, losses, Limited Liability
Company Assets and other distributions to which such Pledgor shall at any time
be entitled in respect of such Limited Liability Company Interests;


 


(B)           all
other payments due or to become due to such Pledgor in respect of Limited
Liability Company Interests, whether under any limited liability company
agreement or otherwise, whether as contractual obligations, damages, insurance
proceeds or otherwise;


 


(C)           all
of its claims, rights, powers, privileges, authority, options, security
interests, liens and remedies, if any, under any limited liability company
agreement or operating agreement, or at law or otherwise in respect of such
Limited Liability Company Interests;


 


(D)          all
present and future claims, if any, of such Pledgor against any such limited
liability company for moneys loaned or advanced, for services rendered or
otherwise;


 


(E)           all
of such Pledgor’s rights under any limited liability company agreement or
operating agreement or at law to exercise and enforce every right, power,
remedy, authority, option and privilege of such Pledgor relating to such
Limited Liability Company Interests, including any power to terminate, cancel
or modify any limited liability company agreement or operating agreement, to
execute any instruments and to take any and all other action on behalf of and
in the name of such Pledgor in respect of such Limited Liability Company
Interests and any such limited liability company, to make determinations, to exercise
any election (including, but not limited to, election of remedies) or option or
to give or receive any notice, consent, amendment, waiver or approval, together
with full power and authority to demand, receive, enforce, collect or receipt
for any of the foregoing or for any Limited Liability Company Asset, to enforce
or execute any checks, or other instruments or orders, to file any claims and
to take any action in connection with any of the foregoing (with all of the
foregoing rights only to be exercisable upon the occurrence and during the
continuation of an Event of Default); and


 


(F)           all
other property hereafter delivered in substitution for or in addition to any of
the foregoing, all certificates and instruments representing or evidencing such
other property and all cash, securities, interest, dividends, rights and


 


 


10













 


other property at any time and from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all thereof;


 


(d)           all
Partnership Interests owned by such Pledgor from time to time and all of its
right, title and interest in each partnership to which each such interest
relates, whether now existing or hereafter acquired, including, without limitation,
to the fullest extent permitted under the terms and provisions of the documents
and agreements governing such Partnership Interests and applicable law:


 


(A)          all
the capital thereof and its interest in all profits, losses, Partnership Assets
and other distributions to which such Pledgor shall at any time be entitled in
respect of such Partnership Interests;


 


(B)           all
other payments due or to become due to such Pledgor in respect of Partnership
Interests, whether under any partnership agreement or otherwise, whether as
contractual obligations, damages, insurance proceeds or otherwise;


 


(C)           all
of its claims, rights, powers, privileges, authority, options, security
interests, liens and remedies, if any, under any partnership agreement or
operating agreement, or at law or otherwise in respect of such Partnership
Interests;


 


(D)          all
present and future claims, if any, of such Pledgor against any such partnership
for moneys loaned or advanced, for services rendered or otherwise;


 


(E)           all
of such Pledgor’s rights under any partnership agreement or operating agreement
or at law to exercise and enforce every right, power, remedy, authority, option
and privilege of such Pledgor relating to such Partnership Interests, including
any power to terminate, cancel or modify any partnership agreement or operating
agreement, to execute any instruments and to take any and all other action on
behalf of and in the name of any of such Pledgor in respect of such Partnership
Interests and any such partnership, to make determinations, to exercise any
election (including, but not limited to, election of remedies) or option or to
give or receive any notice, consent, amendment, waiver or approval, together
with full power and authority to demand, receive, enforce, collect or receipt
for any of the foregoing or for any Partnership Asset, to enforce or execute
any checks, or other instruments or orders, to file any claims and to take any
action in connection with any of the foregoing (with all of the foregoing
rights only to be exercisable upon the occurrence and during the continuation
of an Event of Default); and


 


(F)           all
other property hereafter delivered in substitution for or in addition to any of
the foregoing, all certificates and instruments representing or evidencing such
other property and all cash, securities, interest, dividends, rights and other
property at any time and from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all thereof;


 


 


11













 


(e)           all
Security Entitlements owned by such Pledgor from time to time in any and all of
the foregoing;


 


(f)            all
Financial Assets and Investment Property owned by such Pledgor from time to
time; and


 


(g)           all
Proceeds of any and all of the foregoing.


 


Notwithstanding anything to the contrary contained above or elsewhere
in this Agreement, (i) 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, (ii) 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, (iii) 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, and 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 a
Pledgor with respect to the Second Lien Obligations for any purpose whatsoever,
(iv) to the extent that the granting or perfecting of any assets or
property of the Pledgors acquired after August 18, 2003 requires the
consent of a third party that has not been obtained after the Pledgors (other
than Holdings) have used commercially reasonable efforts to obtain such
consent, the Secured 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, (v) 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 Pledgors
under applicable law, the Second Lien Creditors shall not have a security
interest in, and the grant or pledge of security interest pursuant to this
Agreement for the benefit of the Second Lien Creditors that not extend to, any
such assets or property and (vi) 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
“Collateral” shall not include any Holdings Excluded Collateral.


 


3.2.  Procedures.  (a)  To the extent that any Pledgor
at any time or from time to time owns, acquires or obtains any right, title or
interest in any Collateral, such Collateral shall automatically (and without
the taking of any action by the respective Pledgor) be pledged pursuant to Section 3.1
of this Agreement and, in addition thereto, such Pledgor shall (to the extent
provided below) take the following actions as set forth below (as promptly as
practicable and, in any event, within 10 days after it obtains such Collateral)
for the benefit of the Pledgee and the Secured Creditors:


 


 


12













 


(i)            with respect to a Certificated
Security (other than a Certificated Security credited on the books of a
Clearing Corporation), the respective Pledgor shall deliver such Certificated
Security to the Pledgee, indorsed to the Pledgee or indorsed in blank;


 


(ii)           with respect to an Uncertificated
Security (other than an Uncertificated Security credited on the books of a
Clearing Corporation), the respective Pledgor shall cause the issuer of such
Uncertificated Security (or, in the case of an issuer that is not a Subsidiary
of such Pledgor, will use reasonable efforts to cause such issuer) to duly
authorize and execute, and deliver to the Pledgee, an agreement for the benefit
of the Pledgee and the Secured Creditors substantially in the form of Annex H
hereto (appropriately completed to the satisfaction of the Pledgee and with
such modifications, if any, as shall be satisfactory to the Pledgee) pursuant
to which such issuer agrees to comply with any and all instructions originated
by the Pledgee without further consent by the registered owner and not to comply
with instructions regarding such Uncertificated Security originated by any
other Person other than a court of competent jurisdiction;


 


(iii)          with respect to a Certificated
Security, Uncertificated Security, Partnership Interest or Limited Liability
Company Interest credited on the books of a Clearing Corporation (including a
Federal Reserve Bank, Participants Trust Company or The Depository Trust
Company), the respective Pledgor shall promptly notify the Pledgee thereof and
shall promptly take all actions required (i) to comply with the applicable
rules of such Clearing Corporation and (ii) to perfect the security
interest of the Pledgee under applicable law (including, in any event, under
Sections 9-314(a) and (c), 9-106 and 8-106(d) of
the UCC).  The Pledgor further agrees to
take such actions as the Pledgee deems necessary or desirable to effect the
foregoing;


 


(iv)          with respect to a Partnership Interest
or a Limited Liability Company Interest (other than a Partnership Interest or
Limited Liability Interest credited on the books of a Clearing Corporation), (1) if
such Partnership Interest or Limited Liability Company Interest is represented
by a certificate or is a Security for purposes of the UCC, the procedure set
forth in Section 3.2(a)(i) hereof, and (2) if such Partnership
Interest or Limited Liability Company Interest is not represented by a
certificate or is not a Security for purposes of the UCC, the procedure set
forth in Section 3.2(a)(ii) hereof;


 


(v)           with respect to any Note, physical
delivery of such Note to the Pledgee, indorsed to the Pledgee or indorsed in
blank; and


 


(vi)          with respect to cash proceeds from any
of the Collateral described in Section 3.1 hereof (except as may otherwise
be provided in the Credit Agreement or U.S. Security Agreement), (i) establishment
by the Pledgee of a cash account in the name of such Pledgor over which the
Pledgee shall have exclusive and absolute control and dominion (and no
withdrawals or transfers may be made therefrom by any Person except with the
prior written consent of the Pledgee) and (ii) deposit of such cash in
such cash account.


 


 


13













 


(b)           In
addition to the actions required to be taken pursuant to preceding Section 3.2(a),
each Pledgor shall take the following additional actions with respect to the
Securities and Collateral:


 


(i)            with respect to all Collateral of
such Pledgor whereby or with respect to which the Pledgee may obtain “control”
thereof within the meaning of Section 8-106 of the UCC (or under any
provision of the UCC as same may be amended or supplemented from time to time,
or under the laws of any relevant State other than the State of New York),
the respective Pledgor shall take all actions as may be requested from time to
time by the Pledgee so that “control” of such Collateral is obtained and at all
times held by the Pledgee; and


 


(ii)           each Pledgor shall from time to time
cause appropriate financing statements (on Form UCC-1 or other
appropriate form) under the Uniform Commercial Code as in effect in the various
relevant States, covering all Collateral hereunder (with the form of such
financing statements to be satisfactory to the Pledgee), to be filed in the
relevant filing offices so that at all times the Pledgee has a security
interest in all Investment Property and other Collateral which is perfected by
the filing of such financing statements (in each case to the maximum extent
perfection by filing may be obtained under the laws of the relevant States,
including, without limitation, Section 9-312 of the UCC).


 


3.3.  Subsequently Acquired Collateral.  If any Pledgor shall acquire (by purchase,
stock dividend or similar distribution or otherwise) any additional Collateral
at any time or from time to time after the Amendment and Restatement Effective
Date, such Collateral shall automatically (and without any further action being
required to be taken) be subject to the pledge and security interests created
pursuant to Section 3.1 hereof and, furthermore, the respective Pledgor
will promptly thereafter take (or cause to be taken) all action with respect to
such Collateral in accordance with the procedures set forth in Section 3.2
hereof, and will promptly thereafter deliver to the Pledgee (i) a
certificate executed by a principal executive officer of such Pledgor
describing such Collateral and certifying that the same has been duly pledged
in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder
and (ii) such supplements to Annexes A through G hereto as are necessary
to cause such annexes to be complete and accurate at such time.


 


3.4.  Transfer Taxes.  Each pledge of Collateral under Section 3.1
or Section 3.3 hereof shall be accompanied by any transfer tax stamps
required in connection with the pledge of such Collateral.


 


3.5.  Definition of Pledged Notes.  All Notes at any time pledged or required to
be pledged hereunder are hereinafter called the “Pledged Notes”.


 


3.6.  Certain Representations and Warranties
Regarding the Collateral.  Each
Pledgor represents and warrants that on the Amendment and Restatement Effective
Date:  (i) the jurisdiction of
organization of such Pledgor, and such Pledgor’s organizational identification
number (if any), is listed on Annex A hereto; (ii) each Subsidiary of such
Pledgor, and the direct ownership thereof, is listed in Annex B hereto; (iii) the
Stock (and any warrants or options to


 


 


14













 


purchase Stock) held by such
Pledgor consists of the number and type of shares of the stock (or warrants or
options to purchase any stock) of the corporations as described in Annex C
hereto; (iv) such Stock constitutes that percentage of the issued and
outstanding capital stock of the issuing corporation as is set forth in Annex C
hereto; (v) the Notes held by such Pledgor consist of the promissory notes
described in Annex D hereto where such Pledgor is listed as the lender; (vi) the
Limited Liability Company Interests held by such Pledgor consist of the number
and type of interests of the Persons described in Annex E hereto; (vii) each
such Limited Liability Company Interest constitutes that percentage of the
issued and outstanding equity interest of the issuing Person as set forth in
Annex E hereto; (viii) the Partnership Interests held by such Pledgor
consist of the number and type of interests of the Persons described in Annex F
hereto; (ix) each such Partnership Interest constitutes that percentage or
portion of the entire partnership interest of the Partnership as set forth in
Annex F hereto; (x) the Pledgor has complied with the respective procedure set
forth in Section 3.2(a) hereof with respect to each item of
Collateral described in Annexes B through F hereto; and (xi) on the
Amendment and Restatement Effective Date, such Pledgor owns no other
Securities, Limited Liability Company Interests or Partnership Interests.


 


4.  APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC.  If and to the extent deemed necessary or
desirable by the Pledgee to enable it to perfect its security interest in any
of the Collateral or to exercise any of its remedies hereunder, the Pledgee
shall have the right to appoint one or more sub-agents for the purpose of
retaining physical possession of the Collateral, which may be held (in the
discretion of the Pledgee) in the name of the relevant Pledgor, endorsed or
assigned in blank or in favor of the Pledgee or any nominee or nominees of the
Pledgee or a sub-agent appointed by the Pledgee.


 


5.  VOTING, ETC., WHILE NO EVENT OF DEFAULT.  Unless and until there shall have occurred
and be continuing an 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)), each Pledgor shall be entitled to exercise all
voting rights attaching to any and all Collateral owned by it, and to give
consents, waivers or ratifications in respect thereof, provided that no
vote shall be cast or any consent, waiver or ratification given or any action
taken which would violate, result in breach of any covenant contained in, or be
inconsistent with, any of the terms of this Agreement, the Credit Agreement,
any other Credit Document, any Interest Rate Agreement or any Senior Secured
Notes Document (collectively, the “Secured Debt Agreements”), or which
would have the effect of impairing the value of the Collateral or any part
thereof or the position or interests of the Pledgee or any Secured Creditor
therein.  All such rights of a Pledgor to
vote and to give consents, waivers and ratifications shall cease in case an
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 occur and be
continuing and Section 7 hereof shall become applicable.


 


 


15













 


6.  DIVIDENDS AND OTHER DISTRIBUTIONS.  Unless and until an 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, all cash dividends, cash distributions, cash Proceeds and other
cash amounts payable in respect of the Collateral shall be paid to the
respective Pledgor.  Subject to Section 3.2
hereof, the Pledgee shall be entitled to receive directly, and to retain as
part of the Collateral:


 


(i)            all other or additional stock,
notes, limited liability company interests, partnership interests, instruments
or other securities or property (including, but not limited to, cash dividends
other than as set forth above) paid or distributed by way of dividend or
otherwise in respect of the Collateral;


 


(ii)           all other or additional stock, notes,
limited liability company interests, partnership interests, instruments or
other securities or property (including, but not limited to, cash) paid or
distributed in respect of the Collateral by way of stock-split, spin-off,
split-up, reclassification, combination of shares or similar rearrangement; and


 


(iii)          all other or additional stock, notes,
limited liability company interests, partnership interests, instruments or
other securities or property (including, but not limited to, cash) which may be
paid in respect of the Collateral by reason of any consolidation, merger,
exchange of stock, conveyance of assets, liquidation or similar corporate
reorganization.


 


Nothing
contained in this Section 6 shall limit or restrict in any way the Pledgee’s
right to receive the proceeds of the Collateral in any form in accordance with Section 3
of this Agreement.  Furthermore, so long
as no Default or Event of Default has occurred and is continuing the provisions
of the second sentence of this Section 6 shall not apply to dividends or
distributions (except to the extent in the form of items which would constitute
Collateral pursuant to clauses (a) through (f), inclusive, of Section 3.1)
made in connection with any dissolution of a Subsidiary of the Borrower
contemplated by Section 8.1(c) of the Credit Agreement to the extent
permitted thereby and distributions (except to the extent in the form of items
which would constitute Collateral pursuant to clauses (a) through (f),
inclusive, of Section 3.1) to the Unit Subsidiary contemplated by Section 7.18(a) of
the Credit Agreement, provided that such transactions are consummated in
accordance with the applicable terms and conditions set forth in the Credit
Agreement.  All dividends, distributions
or other payments which are received by the respective Pledgor contrary to the
provisions of this Section 6 or Section 7 shall be received in trust
for the benefit of the Pledgee, shall be segregated from other property or
funds of such Pledgor and shall be forthwith paid over to the Pledgee as
Collateral in the same form as so received (with any necessary endorsement).


 


7.  REMEDIES IN CASE OF AN EVENT OF DEFAULT OR
CERTAIN DEFAULTS.  In case an Event of
Default shall have occurred and be continuing, the Pledgee shall be entitled to
exercise all of the rights, powers and remedies (whether vested in it by this
Agreement or by any other Secured Debt Agreement or by law) for the protection
and


 


 


16













 


enforcement of its rights in
respect of the Collateral, including, without limitation, all the rights and
remedies of a secured party upon default under the Uniform Commercial Code of
the State of New York, and the Pledgee shall be entitled, without
limitation, to exercise any or all of the following rights, which each Pledgor
hereby agrees to be commercially reasonable:


 


(i)            to receive all amounts payable in
respect of the Collateral otherwise payable under Section 6 to such
Pledgor;


 


(ii)           to transfer all or any part of the
Collateral into the Pledgee’s name or the name of its nominee or nominees;


 


(iii)          to accelerate any Pledged Note which
may be accelerated in accordance with its terms, and take any other lawful
action to collect upon any Pledged Note (including, without limitation, to make
any demand for payment thereon);


 


(iv)          to vote all or any part of the
Collateral (whether or not transferred into the name of the Pledgee) and give
all consents, waivers and ratifications in respect of the Collateral and
otherwise act with respect thereto as though it were the outright owner thereof
(each Pledgor hereby irrevocably constituting and appointing the Pledgee the
proxy and attorney-in-fact of such Pledgor, with full power of substitution to
do so);


 


(v)           at any time or from time to time to
sell, assign and deliver, or grant options to purchase, all or any part of the
Collateral, or any interest therein, at any public or private sale, without
demand of performance, advertisement or notice of intention to sell or of the
time or place of sale or adjournment thereof or to redeem or otherwise (all of
which are hereby waived by each Pledgor), for cash, on credit or for other
property, for immediate or future delivery without any assumption of credit
risk, and for such price or prices and on such terms as the Pledgee in its
absolute discretion may determine; provided that at least 10 days’
notice of the time and place of any such sale shall be given to such
Pledgor.  The Pledgee shall not be
obligated to make such sale of Collateral regardless of whether any such notice
of sale has theretofore been given.  Each
purchaser at any such sale shall hold the property so sold absolutely free from
any claim or right on the part of each Pledgor, and each Pledgor hereby waives
and releases to the fullest extent permitted by law any right or equity of
redemption with respect to the Collateral, whether before or after sale
hereunder, all rights, if any, of marshalling the Collateral and any other
security for the Obligations or otherwise, and all rights, if any, of stay
and/or appraisal which it now has or may at any time in the future have under rule of
law or statute now existing or hereafter enacted.  At any such sale, unless prohibited by
applicable law, the Pledgee on behalf of all Secured Creditors (or certain of
them) may bid for and purchase (by bidding in Obligations or otherwise) all or
any part of the Collateral so sold free from any such right or equity of
redemption.  Neither the Pledgee nor any
Secured Creditor shall be liable for failure to collect or realize upon any or
all of the Collateral or for any delay in so doing nor shall any of them be
under any obligation to take any action whatsoever with regard thereto; and


 


 


17













 


(vi)          to set-off any and all Collateral
against any and all Obligations, and to withdraw any and all cash or other
Collateral from any and all Collateral Accounts and to apply such cash and
other Collateral to the payment of any and all Obligations;


 


provided  that, upon the occurrence of 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), the Pledgee may exercise
the rights specified in clause (i) above.


 


8.  REMEDIES, ETC., CUMULATIVE.  Each right, power and remedy of the Pledgee
provided for in this Agreement or any other Secured Debt Agreement, or now or
hereafter existing at law or in equity or by statute, shall be cumulative and
concurrent and shall be in addition to every other such right, power or
remedy.  The exercise or beginning of the
exercise by the Pledgee or any Secured Creditor of any one or more of the
rights, powers or remedies provided for in this Agreement or any other Secured
Debt Agreement or now or hereafter existing at law or in equity or by statute
or otherwise shall not preclude the simultaneous or later exercise by the
Pledgee or any Secured Creditor of all such other rights, powers or remedies,
and no failure or delay on the part of the Pledgee or any Secured Creditor to
exercise any such right, power or remedy shall operate as a waiver
thereof.  Unless otherwise required by
the respective Secured Debt Agreements, no notice to or demand on any Pledgor
in any case shall entitle such Pledgor to any other or further notice or demand
in similar other circumstances or constitute a waiver of any of the rights of
the Pledgee or any Secured Creditor to any other or further action in any
circumstances without demand or notice. 
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 Pledgee, acting upon the instructions of the Required Secured Creditors
and that no other Secured Creditor shall have any right individually to seek to
enforce or 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 Pledgee for
the benefit of the Secured Creditors upon the terms of this Agreement and the
other Collateral Documents.


 


9.  APPLICATION OF PROCEEDS.  (a)  All moneys collected by the
Pledgee upon any sale or other disposition of the Collateral pursuant to the
terms of this Agreement (which for the avoidance of doubt, also shall include,
without limitation, any payment or distribution of Collateral of any Pledgor
upon any total or partial liquidation, dissolution, winding-up, reorganization,
assignment for the benefit of creditors or marshalling of assets of any Pledgor
in a bankruptcy, reorganization, insolvency, receivership or other similar
proceeding relating to any Pledgor or its assets, whether voluntary or
involuntary), together with all other moneys received by the Pledgee hereunder,
shall be applied to the payment of the Obligations in the manner provided in Section 7.4
of the U.S. Security Agreement.


 


(b)           It
is understood and agreed that the Pledgors shall remain jointly and severally
liable to the extent of any deficiency between the amount of proceeds of the
Collateral hereunder and the aggregate amount of the Obligations.


 


 


18













 


10.  PURCHASERS OF COLLATERAL.  Upon any sale of the Collateral by the
Pledgee hereunder (whether by virtue of the power of sale herein granted,
pursuant to judicial process or otherwise), the receipt of the Pledgee or the
officer making the sale shall be a sufficient discharge to the purchaser or
purchasers of the Collateral so sold, and such purchaser or purchasers shall
not be obligated to see to the application of any part of the purchase money
paid over to the Pledgee or such officer or be answerable in any way for the
misapplication or nonapplication thereof.


 


11.  INDEMNITY. 
Each Pledgor jointly and severally agrees (i) to indemnify and hold
harmless the Pledgee, each Secured Creditor that is an indemnitee under Section 6
of Annex N to the U.S. Security Agreement and their respective successors,
assigns, employees, agents and servants (individually an “Indemnitee”, and
collectively, the “Indemnitees”) from and against any and all claims,
demands, losses, judgments and liabilities (including liabilities for
penalties) of whatsoever kind or nature, and (ii) to reimburse each
Indemnitee for all reasonable costs and expenses, including reasonable
attorneys’ fees, in each case arising out of or resulting from this Agreement
or the exercise by any Indemnitee of any right or remedy granted to it
hereunder or under any other Secured Debt Agreement (but excluding any claims,
demands, losses, judgments and liabilities (including liabilities for
penalties) or expenses of whatsoever kind or nature to the extent incurred or
arising by reason of gross negligence or willful misconduct of such
Indemnitee).  In no event shall any
Indemnitee hereunder be liable, in the absence of gross negligence or willful
misconduct on its part, for any matter or thing in connection with this
Agreement other than to account for monies or other property actually received
by it in accordance with the terms hereof. 
If and to the extent that the obligations of any Pledgor under this Section 11
are unenforceable for any reason, each Pledgor hereby agrees to make the
maximum contribution to the payment and satisfaction of such obligations which
is permissible under applicable law.  The
indemnity obligations of each Pledgor contained in this Section 11 shall
continue in full force and effect notwithstanding the full payment of all the
Notes issued under the Credit Agreement, the termination of all Interest Rate
Agreements and Letters of Credit, the full repayment of all the outstanding
Senior Secured Notes and the payment of all other Obligations and
notwithstanding the discharge thereof.


 


12.  FURTHER ASSURANCES; POWER OF ATTORNEY.  (a)  Each Pledgor agrees that it
will join with the Pledgee in executing and, at such Pledgor’s own expense,
file and refile under the UCC such financing statements, continuation
statements and other documents in such offices as the Pledgee (acting on its own
or on the instructions of the Required Lenders) may reasonably deem necessary
or appropriate and wherever required or permitted by law in order to perfect
and preserve the Pledgee’s security interest in the Collateral hereunder and
hereby authorizes the Pledgee to file financing statements and amendments
thereto relative to all or any part of the Collateral without the signature of
such Pledgor where permitted by law, and agrees to do such further acts and
things and to execute and deliver to the Pledgee such additional conveyances,
assignments, agreements and instruments as the Pledgee may reasonably require
or deem advisable to carry into effect the purposes of this Agreement or to
further assure and confirm unto the Pledgee its rights, powers and remedies
hereunder or thereunder.


 


(b)           Each
Pledgor hereby appoints the Pledgee such Pledgor’s attorney-in-fact, with full
authority in the place and stead of such Pledgor and in the name of such
Pledgor or otherwise, from time to time after the occurrence and during the
continuance of an Event of


 


 


19













 


Default, in the
Pledgee’s discretion to take any action and to execute any instrument which the
Pledgee may deem necessary or advisable to accomplish the purposes of this
Agreement.


 


13.  THE PLEDGEE AS COLLATERAL AGENT.  The Pledgee 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 by each Secured Creditor that by accepting the benefits of this
Agreement each such Secured Creditor acknowledges and agrees (i) that the
obligations of the Pledgee 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 the U.S. Security
Agreement (including Annex N to the U.S. Security Agreement) and (ii) to
all of the other provisions of Annex N to the U.S. Security Agreement.  The Pledgee shall act hereunder on the terms
and conditions set forth herein and in the U.S. Security Agreement (including
Annex N to the U.S. Security Agreement). 
A successor Pledgee, as Collateral Agent, may be appointed as, and to
the extent, provided in Section 8 of Annex N to the U.S. Security
Agreement.


 


14.  TRANSFER BY THE PLEDGORS.  No Pledgor will sell or otherwise dispose of,
grant any option with respect to, or mortgage, pledge or otherwise encumber any
of the Collateral or any interest therein (except in accordance with the terms
of this Agreement and the other Secured Debt Agreements); provided that
Holdings may sell, transfer or otherwise dispose of (by dividend, contribution
or otherwise) any capital stock or other equity interests (or interests
therein) held by Holdings in an Unrestricted Subsidiary or any other foreign
Person that is not a Subsidiary of the Borrower constituting Collateral, 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).


 


15.  REPRESENTATIONS, WARRANTIES AND COVENANTS OF
THE PLEDGORS.  (a)  Each Pledgor
represents, warrants and covenants that:


 


(i)            it is the legal, beneficial and
record owner of, and has good and marketable title to, all Collateral
consisting of one or more Securities, Partnership Interests and Limited
Liability Company Interests and that it has sufficient interest in all
Collateral in which a security interest is purported to be created hereunder
for such security interest to attach (subject, in each case, to no pledge,
lien, mortgage, hypothecation, security interest, charge, option, Adverse Claim
or other encumbrance whatsoever, except the liens and security interests
created by this Agreement);


 


(ii)           it has full power, authority and
legal right to pledge all the Collateral pledged by it pursuant to this
Agreement;


 


(iii)          this Agreement has been duly
authorized, executed and delivered by such Pledgor and constitutes a legal,
valid and binding obligation of such Pledgor enforceable against such Pledgor
in accordance with its terms, except to the extent that the enforce-


 


20













 


ability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws generally affecting creditors’
rights and by equitable principles (regardless of whether enforcement is sought
in equity or at law);


 


(iv)          except to the extent already obtained
or made, no consent of any other party (including, without limitation, any
stockholder, partner, member or creditor of such Pledgor or any of their
Subsidiaries) and no consent, license, permit, approval or authorization of,
exemption by, notice or report to, or registration, filing or declaration with,
any governmental authority is required to be obtained by such Pledgor in
connection with (a) the execution, delivery or performance of this
Agreement, (b) the validity or enforceability of this Agreement, (c) the
perfection or enforceability of the Pledgee’s security interest in the
Collateral or (d) except for compliance with or as may be required by
applicable securities laws, the exercise by the Pledgee of any of its rights or
remedies provided herein;


 


(v)           the execution, delivery and
performance of this Agreement will not violate any provision of any applicable
law or regulation or of any order, judgment, writ, award or decree of any
court, arbitrator or governmental authority, domestic or foreign, applicable to
such Pledgor, or of the certificate or articles of incorporation, certificate
of formation, operating agreement, limited liability company agreement,
partnership agreement or by-laws of such Pledgor, as applicable, or of any
securities issued by such Pledgor or any of its Subsidiaries, or of any
mortgage, deed of trust, indenture, lease, loan agreement, credit agreement or
other contract, agreement or instrument or undertaking to which such Pledgor or
any of its Subsidiaries is a party or which purports to be binding upon such
Pledgor or any of its Subsidiaries or upon any of their respective assets and
will not result in the creation or imposition of (or the obligation to create
or impose) any lien or encumbrance on any of the assets of such Pledgor or any
of its Subsidiaries except as contemplated by this Agreement;


 


(vi)          all of the Collateral (consisting of
Securities, Limited Liability Company Interests or Partnership Interests) has
been duly and validly issued, is fully paid and non-assessable and is subject
to no options to purchase or similar rights;


 


(vii)         each of the Pledged Notes constitutes,
or when executed by the obligor thereof will constitute, the legal, valid and
binding obligation of such obligor, enforceable in accordance with its terms,
except to the extent that the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws generally affecting creditors’ rights and by equitable principles
(regardless of whether enforcement is sought in equity or at law);


 


(viii)        the pledge and collateral assignment to,
and possession by, the Pledgee of the Collateral consisting of Certificated
Securities and Pledged Notes pursuant to this Agreement creates a valid and
perfected first priority security interest in such Certificated Securities and
Pledged Notes, and the proceeds thereof for the benefit of the First Lien
Creditors, and a second priority security interest thereon for the benefit of
the Second Lien Creditors, in each case subject to no prior Lien or
encumbrance, except, with respect to the Second Lien Creditors, the first
priority Liens in favor of the First Lien Creditors


 


 


21













 


granted pursuant to this Agreement, or to any
agreement purporting to grant to any third party a Lien or encumbrance on the
property or assets of such Pledgor which would include the Securities and the
Pledgee is entitled to all the rights, priorities and benefits afforded by the
UCC or other relevant law as enacted in any relevant jurisdiction to perfect
security interests in respect of such Collateral; and


 


(ix)           “control” (as defined in Section 8-106
of the UCC) has been obtained by the Pledgee over all Collateral consisting of
Securities (including Notes which are Securities) with respect to which such “control”
may be obtained pursuant to Section 8-106 of the UCC.


 


(b)           Each
Pledgor covenants and agrees that it will defend the Pledgee’s right, title and
security interest in and to the Securities and the proceeds thereof against the
claims and demands of all persons whomsoever; and each Pledgor covenants and
agrees that it will have like title to and right to pledge any other property
at any time hereafter pledged to the Pledgee as Collateral hereunder and will
likewise defend the right thereto and security interest therein of the Pledgee
and the Secured Creditors.


 


(c)           Each
Pledgor covenants and agrees that it will take no action which would violate
any of the terms of any Secured Debt Agreement.


 


16.  JURISDICTION OF ORGANIZATION; CHIEF EXECUTIVE
OFFICE; RECORDS.  The jurisdiction of
organization of each Pledgor is specified in Annex A hereto.  The chief executive office of each Pledgor is
located at the address specified in Annex G hereto.  Each Pledgor will not change the jurisdiction
of its organization except to such new jurisdiction or location as such Pledgor
may establish in accordance with the last sentence of this Section 16.  No Pledgor shall establish a new jurisdiction
of organization until (i) it shall have given to the Collateral Agent not
less than 15 days’ prior written notice of its intention so to do, clearly
identifying such new  jurisdiction of
organization and providing such other information in connection therewith as
the Collateral Agent may reasonably request, and (ii) with respect to such
new jurisdiction of organization, it shall have taken all action, satisfactory
to 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. 
Promptly after establishing a new jurisdiction of organization in accordance
with the immediately preceding sentence, the respective Pledgor shall deliver
to the Pledgee a supplement to Annex A hereto so as to cause such Annex A to be
complete and accurate.


 


17.  PLEDGORS’ OBLIGATIONS ABSOLUTE, ETC.  The obligations of each Pledgor under this
Agreement shall be absolute and unconditional and shall remain in full force
and effect without regard to, and shall not be released, suspended, discharged,
terminated or otherwise affected by, any circumstance or occurrence whatsoever
(other than termination of this Agreement pursuant to Section 19 hereof),
including, without limitation:


 


(i)            any renewal, extension, amendment or
modification of or addition or supplement to or deletion from any Secured Debt
Agreement (other than this Agreement in accordance with its terms), or any
other instrument or agreement referred to therein, or any assignment or
transfer of any thereof;


 


 


22













 


(ii)           any waiver, consent, extension,
indulgence or other action or inaction under or in respect of any such
agreement or instrument or this Agreement (other than a waiver, consent or
extension with respect to this Agreement in accordance with its terms);


 


(iii)          any furnishing of any additional
security to the Pledgee or its assignee or any acceptance thereof or any
release of any security by the Pledgee or its assignee;


 


(iv)          any limitation on any party’s
liability or obligations under any such instrument or agreement or any
invalidity or unenforceability, in whole or in part, of any such instrument or
agreement or any term thereof; or


 


(v)           any bankruptcy, insolvency,
reorganization, composition, adjustment, dissolution, liquidation or other like
proceeding relating to any Pledgor or any Subsidiary of any Pledgor, or any
action taken with respect to this Agreement by any trustee or receiver, or by
any court, in any such proceeding, whether or not such Pledgor shall have
notice or knowledge of any of the foregoing.


 


18.  REGISTRATION, ETC.  (a)  If an Event of Default shall
have occurred and be continuing and any Pledgor shall have received from the
Pledgee a written request or requests that such Pledgor cause any registration,
qualification or compliance under any Federal or state securities law or laws
to be effected with respect to all or any part of the Collateral consisting of
Securities, Limited Liability Company Interests or Partnership Interests, such
Pledgor as soon as practicable and at its expense will use its best efforts to
cause such registration to be effected (and be kept effective) and will use its
best efforts to cause such qualification and compliance to be effected (and be
kept effective) as may be so requested and as would permit or facilitate the
sale and distribution of such Collateral consisting of Securities, Limited
Liability Company Interests or Partnership Interests, including, without
limitation, registration under the Securities Act of 1933, as then in effect
(or any similar statute then in effect), appropriate qualifications under
applicable blue sky or other state securities laws and appropriate compliance
with any other governmental requirements; provided, that the Pledgee
shall furnish to such Pledgor such information regarding the Pledgee as such
Pledgor may request in writing and as shall be required in connection with any
such registration, qualification or compliance. 
Each Pledgor will cause the Pledgee to be kept reasonably advised in
writing as to the progress of each such registration, qualification or
compliance and as to the completion thereof, will furnish to the Pledgee such
number of prospectuses, offering circulars and other documents incident thereto
as the Pledgee from time to time may reasonably request, and will indemnify, to
the extent permitted by law, the Pledgee and all other Secured Creditors
participating in the distribution of such Collateral consisting of Securities,
Limited Liability Company Interests or Partnership Interests against all
claims, losses, damages and liabilities caused by any untrue statement (or
alleged untrue statement) of a material fact contained therein (or in any
related registration statement, notification or the like) or by any omission
(or alleged omission) to state therein (or in any related registration
statement, notification or the like) a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as the same may have been caused by an untrue statement or omission
based upon information furnished in writing to such Pledgor by the Pledgee
expressly for use therein.


 


 


23













 


(b)           If
at any time when the Pledgee shall determine to exercise its right to sell all
or any part of the Collateral consisting of Securities, Limited Liability
Company Interests or Partnership Interests pursuant to Section 7, and such
Collateral or the part thereof to be sold shall not, for any reason whatsoever,
be effectively registered under the Securities Act of 1933, as then in effect,
the Pledgee may, in its sole and absolute discretion, sell such Collateral or
part thereof by private sale in such manner and under such circumstances as the
Pledgee may deem necessary or advisable in order that such sale may legally be
effected without such registration. 
Without limiting the generality of the foregoing, in any such event the
Pledgee, in its sole and absolute discretion: 
(i) may proceed to make such private sale notwithstanding that a
registration statement for the purpose of registering such Collateral or part
thereof shall have been filed under such Securities Act; (ii) may approach
and negotiate with a single possible purchaser to effect such sale; and (iii) may
restrict such sale to a purchaser who will represent and agree that such
purchaser is purchasing for its own account, for investment, and not with a view
to the distribution or sale of such Collateral or part thereof.  In the event of any such sale, the Pledgee
shall incur no responsibility or liability for selling all or any part of the
Collateral at a price which the Pledgee, in its sole and absolute discretion,
may in good faith deem reasonable under the circumstances, notwithstanding the
possibility that a substantially higher price might be realized if the sale
were deferred until the registration as aforesaid.


 


19.  TERMINATION; RELEASE.  (a)  On the Termination Date, this
Agreement and the security interests created hereby shall automatically
terminate (provided that all indemnities set forth herein including, without
limitation, in Section 11 hereof and Section 6 of Annex N to the U.S.
Security Agreement shall survive any such termination), and the Pledgee, at the
request and expense of any Pledgor, will execute and deliver to such Pledgor a
proper instrument or instruments acknowledging the satisfaction and termination
of this Agreement (including, without limitation, UCC termination statements
and instruments of satisfaction, discharge and/or reconveyance), and will duly
assign, transfer and deliver to such Pledgor (without recourse and without any
representation or warranty) such of the Collateral as has not theretofore been
sold or otherwise applied or released pursuant to this Agreement, together with
any monies at the time held by the Pledgee or any of its sub-agents hereunder
and, with respect to any Collateral consisting of an Uncertificated Security
(other than an Uncertificated Security credited on the books of a Clearing
Corporation), a Partnership Interest or a Limited Liability Company Interest, a
termination of the agreement relating thereto executed and delivered by the
issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or
by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv).  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 to
the reasonable satisfaction of the Pledgee), 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 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 in accordance with the terms thereof; 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


 


 


24













 


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 11
hereof) and in Section 6 of Annex N to the U.S. Security Agreement 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 or otherwise disposed of (by
dividend, contribution or otherwise) in connection with a sale or disposition
permitted by the Secured Debt Agreements (other than a sale or other
disposition to any Pledgor (other than cash or cash equivalents distributed to
Holdings in accordance with the terms of the Credit Agreement) or any of the
Borrower’s Domestic Subsidiaries or Canadian Subsidiaries) or is otherwise
released with the consent of the Collateral Agent or the Required Secured
Creditors and the proceeds of such sale or sales 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, the Pledgee, at the
request and expense of the respective Pledgor, will duly assign, transfer and
deliver to such Pledgor (without recourse and without any representation or
warranty) such of the Collateral (and releases therefor) as is then being (or
has been) so sold, disposed of or released 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 be in the possession of the
Collateral Agent and has not theretofore been released pursuant to this
Agreement.  Furthermore, upon the release
of any Guarantor from its Guaranty in accordance with the provisions thereof,
such Pledgor and the Collateral (at such time pledged by the respective Pledgor
pursuant hereto) shall be released from this Agreement.


 


(c)           To
the extent not otherwise provided in preceding clauses (a) and (b), the
Pledgee shall without the consent of any Secured Creditor, release all or any
portion of the


 


 


25













 


Collateral securing
the Second Lien Obligations to the extent provided in the Senior Secured Note
Indenture.


 


(d)           At
any time that a Pledgor desires that the Pledgee assign, transfer and deliver
Collateral (and releases therefor) as provided in Section 19(a), (b) or
(c) hereof, the Pledgor shall deliver to the Pledgee a certificate signed
by a Responsible Officer of such Pledgor stating that the release of the
respective Collateral is permitted pursuant to such Section 19(a), (b) or
(c).


 


(e)           The
Pledgee shall have no liability whatsoever to any other Secured Creditor as the
result of any release of Collateral by it in accordance with, or which it in
good faith believes is in accordance with, this Section 19.


 


(f)            Without
limiting the foregoing provisions of this Section 19, 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.


 


20.  NOTICES, ETC. 
All notices and communications hereunder shall be in writing and sent or
delivered by mail, telegraph, telex, telecopy, cable or overnight courier
service and all such notices and communications shall, when mailed,
telegraphed, telexed, telecopied, or cabled or sent by overnight 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 Pledgee or any
Pledgor shall not be effective until received by the Pledgee or such Pledgor,
as the case may be.  All such notices and
other communications shall be addressed as follows:


 


(a)           if
to any Pledgor, 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 Pledgee, at:


 


26













 


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 Pledgee, 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 Pledgor 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

Attention:  Richard Prokosch

Telephone No.: (651) 495-3918

Telecopier No.: (651) 495-8097


 


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.


 


21.  THE PLEDGEE. 
The Pledgee will hold, directly or indirectly in accordance with this
Agreement, all items of the Collateral at any time received by it under this
Agreement.  It is expressly understood
and agreed that the obligations of the Pledgee with respect to the Collateral,
interests therein and the disposition thereof, and otherwise under this
Agreement, are only those expressly set forth in the UCC and this Agreement.


 


22.  WAIVER; AMENDMENT.  Except as contemplated in Section 25
hereof, none of the terms and conditions of this Agreement may be changed,
waived, discharged or terminated in any manner whatsoever except in accordance
with the terms of the U.S. Security Agreement.


 


23.  MISCELLANEOUS.  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, provided that no Pledgor may assign any of its rights
or obligations under this Agreement except in accordance with the terms of the
Secured Debt Agreements.  THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.  The headings in this Agreement are
for purposes of reference only and shall not limit or define the meaning
hereof.  This Agreement may be executed
in any number of counterparts, each of which shall be an original, but all of
which shall constitute one instrument. 
In the event that any provision of this Agreement shall prove to be


 


 


27













 


invalid or unenforceable, such
provision shall be deemed to be severable from the other provisions of this
Agreement which shall remain binding on all parties hereto.


 


24.  WAIVER OF JURY TRIAL.  EACH PLEDGOR AND EACH SECURED CREDITOR
IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


 


25.  ADDITIONAL PLEDGORS.  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 a Pledgor hereunder by
(x) executing a counterpart of the Joinder Agreement substantially in the form
of Exhibit N to the Credit Agreement, and delivering same to the Pledgee,
(y) delivering supplements to Annexes A through G, inclusive, hereto as
are necessary to cause Annexes to be complete and accurate with respect to such
additional Pledgor on such date and (z) taking all actions specified in
this Agreement as would have been taken by such Pledgor had it been an original
party to this Agreement, in each case with all documents required above to be
delivered to the Pledgee and with all documents and actions above to be taken
to the reasonable satisfaction of the Pledgee.


 


26.  RECOURSE. 
This Agreement is made with full recourse to the Pledgors and pursuant
to and upon all the representations, warranties, covenants and agreements on
the part of the Pledgors contained herein and in the other Secured Debt
Agreements and otherwise in writing in connection herewith or therewith.


 


27.  LIMITED OBLIGATIONS.  It is the desire and intent of each Pledgor
and the Secured Creditors that this Agreement shall be enforced against each
Pledgor 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 Pledgor 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 a Pledgor in respect of the Second Lien Obligations, each
Pledgor, other than the Borrower (collectively, the “second lien pledgors”),
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 pledgors with respect to the
Second Lien Obligations and the Second Lien Obligations of each such second
lien pledgor hereunder 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 pledgors
hereunder.  To effectuate the foregoing
intention, the Senior Secured Notes Trustee, the other Second Lien Creditors
and the second lien pledgors hereby irrevocably agree that the Second Lien
Obligations of the second lien pledgors 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 pledgors) as will result in the Second Lien


 


 


28













 


Obligations of the second lien
pledgors hereunder not constituting a fraudulent transfer or conveyance.


 


28.  PLEDGEE NOT A PARTNER OR LIMITED LIABILITY
COMPANY MEMBER.  (a)  Nothing
herein shall be construed to make the Pledgee or any other Secured Creditor
liable as a member of any limited liability company or as a partner of any
partnership and neither the Pledgee nor any other Secured Creditor by virtue of
this Agreement or otherwise (except as referred to in the following sentence)
shall have any of the duties, obligations or liabilities of a member of any
limited liability company or partnership. 
The parties hereto expressly agree that, unless the Pledgee shall become
the absolute owner of Collateral consisting of a Limited Liability Company
Interest or Partnership Interest pursuant hereto, this Agreement shall not be
construed as creating a partnership or joint venture among the Pledgee, any
other Secured Creditor, any Pledgor and/or any other Person.


 


(b)           Except
as provided in the last sentence of paragraph (a) of this Section 28,
the Pledgee, by accepting this Agreement, did not intend to become a member of
any limited liability company or a partner of any partnership or otherwise be
deemed to be a co-venturer with respect to any Pledgor, any limited liability
company, partnership and/or any other Person either before or after an Event of
Default shall have occurred.  The Pledgee
shall have only those powers set forth herein and the Secured Creditors shall
assume none of the duties, obligations or liabilities of a member of any
limited liability company or as a partner of any partnership or any Pledgor
except as provided in the last sentence of paragraph (a) of this Section 28.


 


(c)           The
Pledgee and the other Secured Creditors shall not be obligated to perform or
discharge any obligation of any Pledgor as a result of the pledge hereby
effected.


 


(d)           The
acceptance by the Pledgee of this Agreement, with all the rights, powers,
privileges and authority so created, shall not at any time or in any event
obligate the Pledgee or any other Secured Creditor to appear in or defend any
action or proceeding relating to the Collateral to which it is not a party, or
to take any action hereunder or thereunder, or to expend any money or incur any
expenses or perform or discharge any obligation, duty or liability under the
Collateral.


 


*              *              *              *


 


 


 


29













 


IN WITNESS WHEREOF, each Pledgor and the Pledgee have
caused this Agreement to be executed by their duly elected officers duly
authorized as of the date first above written. 


 


	
   

  	
  WILLIAMS SCOTSMAN

  
	
   

  	
  INTERNATIONAL, INC. (formerly known as

  
	
   

  	
  SCOTSMAN HOLDINGS, INC.),

  
	
   

  	
  as a Pledgor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  WILLIAMS SCOTSMAN, INC.,

  
	
   

  	
  as a Pledgor 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  WILLSCOT EQUIPMENT, LLC,

  
	
   

  	
  as a Pledgor

  
	
   

  	
   

  
	
   

  	
  By: WILLIAMS SCOTSMAN, INC.,

  
	
   

  	
  as Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  SPACE MASTER INTERNATIONAL, INC.,

  
	
   

  	
  as a Pledgor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


 


23













 


	
   

  	
  TRUCK & TRAILER SALES, INC.,

  
	
   

  	
  as a Pledgor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  EVERGREEN MOBILE COMPANY,

  
	
   

  	
  as a Pledgor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Accepted and Agreed to:

  	
   

  
	
   

  	
   

  
	
  BANK OF AMERICA,
  N.A., as Collateral

  	
   

  
	
  Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  U.S. BANK, NATIONAL ASSOCIATION,

  	
   

  
	
  as Senior Secured Notes Trustee for the Second

  	
   

  
	
  Lien Creditors

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 


24













 


ANNEX A


to


PLEDGE AGREEMENT


 


JURISDICTION OF ORGANIZATION


 


	
  Name of Pledgor

  	
   

  	
  Jurisdiction of Organization

  	
   

  	
  Organizational

  Identification Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 













 


ANNEX B


to


PLEDGE AGREEMENT


 


LIST OF SUBSIDIARIES AND DIRECT OWNERSHIP


 


	
  Pledgor

  	
   

  	
  Subsidiary

  	
   

  	
  Direct Ownership

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 













 


LIST OF STOCK


 


	
  Name of

  Issuing

  Corporation

  	
   

  	
  Type of

  Shares

  	
   

  	
  Number of

  Shares

  	
   

  	
  Certificate

  No.

  	
   

  	
  Percentage

  Owned

  	
   

  	
  Sub-clause of Section 3.2(a)

  of Pledge Agreement

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 













 


ANNEX D


to


PLEDGE AGREEMENT


 


LIST OF NOTES


 


	
  Amount

  	
   

  	
  Maturity Date

  	
   

  	
  Obligor

  	
   

  	
  Sub-clause of Section 3.2(a)

  of Pledge Agreement

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


[TO BE PROVIDED BY THE BORROWER]


 













 


ANNEX E


to


PLEDGE AGREEMENT


 


LIST OF LIMITED LIABILITY COMPANY INTERESTS


 


	
  Name of

  Issuing

  Corporation

  	
   

  	
  Type of

  Shares

  	
   

  	
  Number of

  Shares

  	
   

  	
  Certificate

  No.

  	
   

  	
  Percentage

  Owned

  	
   

  	
  Sub-clause of Section 3.2(a)

  of Pledge Agreement

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


[TO BE PROVIDED BY THE BORROWER]


 













 


ANNEX F


to


PLEDGE AGREEMENT


 


LIST OF PARTNERSHIP INTERESTS


 


	
  Amount

  	
   

  	
  Maturity Date

  	
   

  	
  Obligor

  	
   

  	
  Sub-clause of Section 3.2(a)

  of Pledge Agreement

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


[TO BE PROVIDED BY THE BORROWER]


 













 


ANNEX G


to


PLEDGE AGREEMENT


 


LIST OF CHIEF EXECUTIVE OFFICES


 


	
  Pledgor

  	
   

  	
  Chief Executive Office

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 













 


ANNEX H


to


PLEDGE AGREEMENT


 


Form of Agreement Regarding Uncertificated
Securities, Limited Liability

Company Interests and Partnership Interests


 


AGREEMENT (as amended, modified or supplemented from
time to time, this “Agreement”), dated as of _______ __, ____, among the
undersigned pledgor (the “Pledgor”), Bank of America, N.A., not in its
individual capacity but solely as Collateral Agent (the “Pledgee”), and
__________, as the issuer of the Uncertificated Securities, Limited Liability
Company Interests and/or Partnership Interests (each as defined below) (the “Issuer”).


 


W
I T N E S S E T H :


 


WHEREAS, the Pledgor, certain of its affiliates and
the Pledgee have entered into an Amended and Restated Pledge Agreement, dated
as of March 26, 2002, amended and restated as of August 18, 2003, and
amended and restated as of June __, 2005 (as amended, amended and
restated, modified or supplemented from time to time, the “Pledge Agreement”),
under which, among other things, in order to secure the payment of the
Obligations (as defined in the Pledge Agreement), the Pledgor will pledge to
the Pledgee for the benefit of the Secured Creditors (as defined in the Pledge
Agreement), and grant a security interest in favor of the Pledgee for the
benefit of the Secured Creditors in, all of the right, title and interest of
the Pledgor in and to any and all “uncertificated securities” (as defined in Section 8-102(a)(18)
of the Uniform Commercial Code, as adopted in the State of New York) (“Uncertificated
Securities”), (2) Partnership Interests (as defined in the Pledge
Agreement) and (3) Limited Liability Company Interests (as defined in the
Pledge Agreement), in each case issued from time to time by the Issuer, whether
now existing or hereafter from time to time acquired by the Pledgor (with all
of such Uncertificated Securities, Partnership Interests and Limited Liability
Company Interests being herein collectively called the “Issuer Pledged
Interests”);  and


 


WHEREAS, the Pledgor desires the Issuer to enter into
this Agreement in order to protect the security interest of the Pledgee under
the Pledge Agreement in the Issuer Pledged Interests, to vest in the Pledgee
control of the Issuer Pledged Interests and to provide for the rights of the
parties under this Agreement;


 


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.             The
Pledgor hereby irrevocably authorizes and directs the Issuer, and the Issuer
hereby agrees, to comply with any and all instructions and orders originated by
the Pledgee (and its successors and assigns) regarding any and all of the
Issuer Pledged Interests without the further consent by the registered owner
(including the Pledgor), and, after receiving a notice from the Pledgee stating
that an “Event of Default” has occurred and is continuing, not to comply with
any instructions or orders regarding any or all of the Issuer Pledged Interests
originated by any person or entity other than the Pledgee (and its successors
and assigns) or a court of competent jurisdiction.


 













 


Annex H


Page 2


 


2.             The
Issuer hereby certifies that (i) no notice of any security interest, lien
or other encumbrance or claim affecting the Issuer Pledged Interests (other
than the security interest of the Pledgee) has been received by it, and (ii) the
security interest of the Pledgee in the Issuer Pledged Interests has been
registered in the books and records of the Issuer.


 


3.             The
Issuer hereby represents and warrants that (i) the pledge by the Pledgor
of, and the granting by the Pledgor of a security interest in, the Issuer
Pledged Interests to the Pledgee, for the benefit of the Secured Creditors,
does not violate the charter, by-laws, partnership agreement, membership
agreement or any other agreement governing the Issuer or the Issuer Pledged
Interests, and (ii) the Issuer Pledged Interests are fully paid and
nonassessable.


 


4.             All
notices, statements of accounts, reports, prospectuses, financial statements
and other communications to be sent to the Pledgor by the Issuer in respect of
the Issuer will also be sent to the Pledgee at the following address:


 


335 Madison Avenue


New York, NY  10017


Attention: 
Business Capital/URGENT


Telephone No.: 
(212) 503-______


Telecopier No.:  (212) 503-7330


 


5.             Until
the Pledgee shall have delivered written notice to the Issuer that all of the
Obligations have been paid in full and this Agreement is terminated, the Issuer
will, upon receiving notice from the Pledgee stating that an “Event of Default”
has occurred and is continuing, send any and all redemptions, distributions,
interest or other payments in respect of the Issuer Pledged Interests from the
Issuer for the account of the Pledgor only by wire transfers to the following
address:


 


_____________________

_____________________

_____________________

_____________________

ABA No.:  _______________________

Account in the Name of:  ___________

Account No.:  ____________________


 


6.             Except
as expressly provided otherwise in Sections 4 and 5, all notices, shall be sent
or delivered by mail, telegraph, telex, telecopy, cable or overnight courier
service and all such notices and communications shall, when mailed,
telegraphed, telexed, telecopied, or cabled or sent by overnight courier, be
effective when deposited in the mails, delivered to the telegraph company,
cable company or courier, as the case may be, or sent by telex or telecopier,
except that notices and communications to the Pledgee, the Pledgor or the
Issuer shall not be effective until received by the Pledgee, the Pledgor or the
Issuer, as the case may be.  All notices
and other communications shall be in writing and addressed as follows:


 













 


Annex H


Page 3


 


(a)           if to any Pledgor, at:


 


8211 Town Center Drive

Baltimore, Maryland  21236

Attention:  John Ross

Tel.:  (410) 931-6000

Fax:  (410) 931-6117


 


(b)           if to the Pledgee, at:


 


335 Madison Avenue

New York, NY  10017

Attention:  Business Capital/URGENT


Telephone No.: 
(212) 503-______


Telecopier No.:  (212) 503-7330


 


(c)           if to the Issuer, at:


 


____________________

____________________

____________________

____________________

____________________

____________________


 


or at such other address as shall have been furnished
in writing by any Person described above to the party required to give notice
hereunder.  As used in this Section 6,
“Business Day” means any day other than a Saturday, Sunday, or other day in
which banks in New York are authorized to remain closed.


 


7.             This
Agreement shall be binding upon the successors and assigns of the Pledgor and
the Issuer and shall inure to the benefit of and be enforceable by the Pledgee
and its successors and assigns.  This
Agreement may be executed in any number of counterparts, each of which shall be
an original, but all of which shall constitute one instrument.  In the event that any provision of this
Agreement shall prove to be invalid or unenforceable, such provision shall be
deemed to be severable from the other provisions of this Agreement which shall
remain binding on all parties hereto. 
None of the terms and conditions of this Agreement may be changed,
waived, modified or varied in the manner whatsoever except in writing signed by
the Pledgee, the Issuer and the Pledgor.


 


8.             This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, without regard to its principles of conflict of laws.


 













 


Annex H


Page 4


 


IN WITNESS WHEREOF, the Pledgor, the Pledgee and the
Issuer have caused this Agreement to be executed by their duly elected officers
duly authorized as of the date first above written.


 


	
   

  	
  [

  	
   

  	
  ],

  
	
   

  	
  as
  Pledgor

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A., not in its individual

  
	
   

  	
  capacity
  but solely as Collateral Agent and Pledgee

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [

  	
   

  	
  ],

  
	
   

  	
  as
  Issuer

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 













 


EXHIBIT L


 


This document is
intended


to be recorded in


_________County,
STATE


 


This Mortgage was prepared by

and when recorded should be returned to:


 


Jeffrey J. Temple, Esq.


White & Case LLP


1155 Avenue of the Americas


New York, New York 
10036


(212) 819-8729

1140065/0001


 


 


FORM OF
MORTGAGE, SECURITY AGREEMENT,



ASSIGNMENT OF LEASES, RENTS AND PROFITS,



FINANCING STATEMENT AND FIXTURE FILING



made by



WILLIAMS SCOTSMAN, INC.,



as the Mortgagor,



to




BANKERS TRUST COMPANY,



Collateral Agent for Various Lending Institutions,



as the Mortgagee




 





 


 













 


MORTGAGE, SECURITY
AGREEMENT,

ASSIGNMENT OF LEASES, RENTS AND PROFITS,

FINANCING STATEMENT AND FIXTURE FILING


 


THIS
MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES, RENTS AND PROFITS,
FINANCING STATEMENT AND FIXTURE FILING, dated as of March __, 2002 (as
amended, modified or supplemented from time to time, this “Mortgage”),
made by WILLIAMS SCOTSMAN, INC., a Maryland corporation (the “Mortgagor”),
having an address at 8211 Town Center Drive, Baltimore, Maryland 21236, as the
mortgagor, to BANKERS TRUST COMPANY, a New York banking institution (together
with any successor mortgagee, the “Mortgagee”), having an address at 31
West 52nd Street, New York, New York 10019, as Collateral Agent, as
the mortgagee for the benefit of the Secured Creditors (as defined below).


 


 All capitalized terms used but not otherwise
defined herein shall have the same meanings ascribed to such terms in the
Credit Agreement described below.


 


W I T N E S S E T H :


 


WHEREAS,
the Mortgagor, as borrower, Scotsman Holdings, Inc., the financial
institutions from time to time party thereto (the “Lenders”),  the Mortgagee, as Administrative Agent, Fleet
Capital Corporation and Congress Financial Corporation, as Co-Syndication
Agents, Bank of America, N.A. and GMAC Business Credit, LLC, as
Co-Documentation Agents and Deutsche Banc Alex. Brown Inc., as Sole Lead
Arranger and Sole Book Manager, have entered into a Credit Agreement, dated as
of the date hereof (as the same may be amended, modified, extended, renewed,
replaced, restated, supplemented or refinanced from time to time, and including
any agreement extending the maturity of, 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 agreements,
whether or not with the same agent, trustee, representative lenders or holders,
the “Credit Agreement”) providing for 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 (including without limitation Deutsche
Banc Alex. Brown Inc. as Sole Lead Arranger and Sole Lead Manager) the
Collateral Agent and each other Agent are hereinafter collectively referred to
as the “Bank Creditors”);


 


WHEREAS,
the Mortgagor may from time to time be a party to one or more Interest Rate Agreements
with Bankers Trust Company, in its individual capacity (“BTCo”), any
Lender or a syndicate of financial institutions organized by BTCo or an
affiliate of BTCo (even if BTCo 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 successors and assigns, in such Interest Rate Agreement
(collectively, the “Other Creditors,” and the Other Creditors together
with the Bank Creditors, collectively, the “Secured Creditors”);


 


WHEREAS,  the Mortgagor is the owner of fee simple
title to the Mortgaged Property (as hereinafter defined);


 













 


WHEREAS,
it is a condition precedent to the extensions of credit under the Credit
Agreement that the Mortgagor shall have executed and delivered to the Mortgagee
this Mortgage;


 


WHEREAS,
the Mortgagor desires to enter into this Mortgage to satisfy the condition in
the preceding paragraph and to secure (and this Mortgage shall secure) the
following:


 


(i)                                     the
full and prompt payment and performance 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 the Mortgagor
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
thereon) of the Mortgagor 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 the Mortgagor is a party, and
the due performance and compliance by the Mortgagor with all of the terms,
conditions and agreements contained in the Credit Agreement and in such other
Credit Documents;


 


(ii)           the full and prompt payment and
performance 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 the Mortgagor 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 the Mortgagor to the Other
Creditors under, or with respect to, any Interest Rate Agreement, whether such
Interest Rate Agreement is now in existence or hereafter arising, and the due
performance and compliance by the Mortgagor with all of the terms, conditions
and agreements contained therein;


 


(iii)          any and all sums advanced by the
Mortgagee in order to preserve the Mortgaged Property or preserve its security
interest in the Mortgaged Property;


 


(iv)          in the event of any proceeding for the
collection or enforcement of any indebtedness, obligations or liabilities of
the Mortgagor and each other Credit Party referred to above, after an Event of
Default shall have occurred and be continuing, all reasonable expenses of
re-taking, holding, preparing for sale or lease, selling or otherwise disposing
of or realizing on the Mortgaged Property or of any exercise by the Mortgagee
of its rights hereunder, together with reasonable attorneys’ fees and
disbursements and court costs (including without limitation all such amounts
referred to in Section 4.09 hereof);


 


(v)           all amounts paid by any Indemnitee as
to which such Indemnitee has the right to reimbursement under Section 4.10
hereof; and


 













 


(vi)          any and all renewals, extensions and
modifications of any of the obligations and liabilities referred to in clauses (i) through
(v) above, inclusive;


 


all such obligations, liabilities, sums and expenses
set forth in clauses (i) through (vi) above being herein collectively
called the “Obligations.”


 


NOW,
THEREFORE, as security for the Obligations and in consideration of the payment
of ten dollars ($10.00) and the other benefits accruing to the Mortgagor, the
receipt and sufficiency of which are hereby acknowledged, THE MORTGAGOR HEREBY
MORTGAGES, GIVES, GRANTS, BARGAINS, SELLS, CONVEYS AND CONFIRMS TO THE
MORTGAGEE AND ITS SUCCESSORS AND ASSIGNS FOREVER, with power of sale (subject
to applicable law) all of the Mortgagor’s estate, right, title and interest,
whether now owned or hereafter acquired, whether as lessor or lessee and
whether vested or contingent, in and to all of the following:


 


A.            The land described in Exhibit A
hereto, together with all rights, privileges, franchises and powers related
thereto that are appurtenant to said land or its ownership, including all
minerals, oil and gas and other hydrocarbon substances thereon or therein;
waters, water courses, water stock, water rights (whether riparian,
appropriative, or otherwise, and whether or not appurtenant), sewer rights,
shrubs, crops, trees, timber and other emblements now or hereafter on, under or
above the same or any part or parcel thereof (the “Land”);


 


B.            All buildings, structures, tenant
improvements and other improvements of every kind and description now or
hereafter located in or on the Land, including, but not limited to, all
structures, improvements, rail spurs, dams, reservoirs, water, sanitary and
storm sewers, drainage, electricity, steam, gas, telephone and other utility
facilities, parking areas, roads, driveways, walks and other site improvements
of every kind and description now or hereafter erected or placed on the Land,
together with all additions thereto and all renewals, alterations,
substitutions and replacements thereof (collectively, the “Improvements”);


 


C.            All fixtures, attachments,
appliances, equipment, machinery, building materials and supplies and other
tangible property, now or hereafter attached to said Improvements or now or at
any time hereafter located on the Land and/or Improvements, including, but not
limited to, artwork, decorations, draperies, furnaces, boilers, oil burners,
piping, plumbing, refrigeration, air conditioning, lighting, ventilation,
disposal and sprinkler systems, elevators, motors, dynamos and all other
equipment and machinery, appliances, fittings and fixtures of every kind
located in or used in the operation of the Improvements located on the Land,
together with all additions thereto and all renewals, alterations,
substitutions and replacements thereof (hereinafter sometimes collectively
referred to as the “Equipment”);


 


D.            Intentionally Omitted;


 


E.             All surface rights, appurtenant
rights and easements, rights of way, and other rights appurtenant to the use
and enjoyment of or used in connection with the Land and/or the Improvements;


 


F.             All streets, roads and public
places (whether open or proposed) now or hereafter adjoining or otherwise
providing access to the Land, the land lying in the bed of such


 













 


streets, roads and public places, and all other
sidewalks, alleys, ways, passages, vaults, water courses, strips and gores of
land now or hereafter adjoining or used or intended to be used in connection
with all or any part of the Land and/or the Improvements;


 


G.            Any leases, lease guaranties and in
any other agreements relating to the use and occupancy of the Land and/or the
Improvements or any portion thereof, including, but not limited to, any use or
occupancy arrangements created pursuant to Section 365(h) of Title 11
of the United States Code (the “Bankruptcy Code”) or otherwise in
connection with the commencement or continuance of any bankruptcy,
reorganization, arrangement, insolvency, dissolution, receivership or similar
proceedings, or any assignment for the benefit of creditors, in respect of any
tenant or occupant of any portion of the Land and/or the Improvements
(collectively, “Leases”);


 


H.            All revenues, rents, receipts,
income, accounts receivable, issues and profits of the Mortgaged Property
(collectively, “Rents”);


 


I.              To the extent assignable, all
permits, licenses and rights relating to the use, occupation and operation of
the Land and/or the Improvements or any business conducted thereon or therein;


 


J.             All real estate tax refunds payable
to the Mortgagor with respect to the Land or the Improvements, and refunds,
credits or reimbursements payable with respect to bonds, escrow accounts or
other sums payable in connection with the use, development, or ownership of the
Land and/or Improvements;


 


K.            Any claims or demands with respect
to any proceeds of insurance in effect with respect to the Land and/or the
Improvements, including interest thereon, which the Mortgagor now has or may
hereafter acquire and any and all awards made for the taking by eminent domain,
condemnation or by any proceedings, transfer or purchase in lieu or in
anticipation of the exercise of said rights, or for a change of grade, or for
any other injury to or decrease in the value of, the whole or any part of the
Mortgaged Property;


 


L.             Any zoning lot agreements, air
rights and development rights which may be vested in the Mortgagor together
with any additional air rights or development rights which have been or may
hereafter be conveyed to or become vested in the Mortgagor; and


 


M.           All proceeds and products of the
conversion, voluntary or involuntary, including, but not limited to, those from
sale, exchange, transfer, collection, loss, damage, disposition, substitution
or replacement of any of the foregoing, whether into cash, liquidated claims or
otherwise.


 


All
of the forgoing estates, rights, properties and interests hereby mortgaged to
the Mortgagee are sometimes referred to collectively herein as the “Mortgaged
Property.”


 


TO
HAVE AND TO HOLD the above granted and described Mortgaged Property unto the
Mortgagee and to its successors and assigns forever, and the Mortgagor hereby
covenants and agrees, on behalf of itself and its successors and assigns, to
warrant and defend the Mortgaged Property unto the Mortgagee, its successors
and assigns against the claims of all persons and parties whatsoever.


 













 


PROVIDED,
HOWEVER, that if the Obligations (other than indemnities and similar
obligations not then due and payable, that are stated to survive the repayment
of the principal of, and interest on, the Loans) shall have been paid in cash
and performed in full, then, in such case the Mortgagee shall, at the request
and expense of the Mortgagor, satisfy this Mortgage (without recourse and
without representations or warranties) and the estate, right, title and
interest of the Mortgagee in the Mortgaged Property shall cease, and upon
payment to the Mortgagee of all costs and expenses incurred for the preparation
of the release or assignment hereinafter referenced and all recording costs if
allowed by law, the Mortgagee shall release this Mortgage and the lien hereof
by proper instrument or, at Mortgagor’s request, assign this Mortgage without
recourse, representation or warranty of any kind, other than a representation
that the Mortgagee has not assigned its interests in this Mortgage as of such
date.


 


ARTICLE I


 


REPRESENTATIONS,
WARRANTIES, COVENANTS

AND AGREEMENTS OF THE MORTGAGOR


 


1.01  Title to the Mortgaged
Property.  The
Mortgagor represents and warrants: (a) it has good fee simple title to the
Mortgaged Property, free and clear of any Liens, other than the Permitted Liens
related thereto, and is lawfully seized and possessed of the Mortgaged
Property; (b) after recording this Mortgage is a valid first priority lien
upon the Mortgaged Property (subject to the Permitted Liens related thereto); (c) it
has full power and authority to encumber the Mortgaged Property in the manner
set forth herein; and (d) there are no defenses or offsets to this
Mortgage or to the Obligations which it secures.  The Mortgagor shall preserve such title and
the validity and priority of this Mortgage and shall forever warrant and defend
the same to the Mortgagee and the Mortgagee’s successors and assigns against
the claims of all Persons and parties whatsoever.  The Mortgagor shall take no action nor shall
it fail to take any action which could result in an impairment of the lien of
this Mortgage or which could form the basis for any Person(s) to claim an
interest in the Mortgaged Property (including, without limitation, any claim
for adverse use or possession or any implied dedication or easement by
prescription) other than Permitted Liens related thereto.  If any Lien (other than a Permitted Lien)
exists against all or any portion of the Mortgaged Property, the Mortgagor
shall promptly, at its expense: (a) provide the  Mortgagee with written notice of such Lien,
including information relating to the amount of such Lien; and (b) pay
such Lien in full or take such other action to cause such Lien to be released,
or, so long as the lien of this Mortgage is not compromised, contest the same
in good faith and by appropriate proceedings and otherwise in accordance with
the provisions of the Credit Agreement. 
From and after the occurrence of an Event of Default, the Mortgagee may,
but shall not be obligated, to pay any such asserted Lien if not timely paid by
the Mortgagor.


 


1.02  Compliance with Law.  The Mortgagor represents and warrants that it
possesses all material certificates, licenses, authorizations, registrations,
permits and/or approvals necessary for the ownership, operation, leasing and
management of the Mortgaged Property, including, but not limited to, all
required environmental permits, other than those that Mortgagor’s failure to
obtain would not have a Material Adverse Effect, all of which are in full force
and effect and not the subject of any revocation proceeding, undisclosed
amendment, release, suspension, forfeiture or the like, other than those which
if not in full force and effect would not have a Material Adverse Effect. The
present and contemplated use and occupancy of the Mortgaged Property does not
conflict with or violate any such certificate, license,


 


 













 


authorization, registration,
permit or approval, including, but not limited to, any certificate of
occupancy, other than conflicts or violations which would not have a Material
Adverse Effect.  The  Mortgagor shall take no action nor shall it
fail to take any action so as to compromise or adversely affect the zoning
classification of the Mortgaged Property.


 


1.03  Payment and Performance
of Obligations. 
The Mortgagor shall pay all of the Obligations when due and payable
without offset or counterclaim, and shall observe and comply in all respects
with all of the terms, provisions, conditions, covenants and agreements to be
observed and performed by it under this Mortgage, the other Credit Documents to
which it is a party and the Interest Rate Agreements to which it is a party
(collectively, the “Financing Documents”).


 


1.04  Maintenance, Repair,
Alterations, Etc.  The Mortgagor shall:  (i) keep and maintain the Mortgaged Property
in good condition and repair (normal wear and tear excepted); (ii) make or
cause to be made, as and when necessary, all repairs, renewals and
replacements, structural and nonstructural, exterior and interior, ordinary and
extraordinary, foreseen and unforeseen which are necessary to so maintain the
Mortgaged Property, except as otherwise provided in Sections 1.05 or 1.07; (iii) restore
any Improvement which may be damaged or destroyed so that the same shall, to
the extent permitted by applicable law, be at least substantially equal to its
value, condition and character immediately prior to the damage or destruction; (iv) not
commit or permit any waste or deterioration (normal wear and tear excepted) of
the Mortgaged Property; (v) not permit the Improvements to be demolished
or altered in any manner that substantially decreases the value thereof; (vi) promptly
pay when due all claims for labor performed and materials furnished therefor
except to the extent such claims are being contested in good faith by
appropriate proceedings, which proceedings have the effect of preventing the
forfeiture or sale of all or any portion of the Mortgaged Property; and (vii) comply
with all applicable statutes, regulations and orders of, and all applicable
restrictions imposed by, all governmental authorities having jurisdiction over
the Mortgaged Property, as well as comply with the provisions of any lease,
easement or other agreement affecting all or any part of the Mortgaged
Property, except to the extent such noncompliance could not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.


 


1.05  Required Insurance; Use
of Proceeds.  The
Mortgagor will, at its expense, at all times provide, maintain and keep in full
force and effect policies of property, hazard and liability insurance in
accordance with Section 7.10 of the Credit Agreement with respect to the
Mortgaged Property, together with statutory workers’ compensation insurance
with respect to any work to be performed by or on Mortgagor’s behalf on or
about the Mortgaged Property.  The
Mortgagor shall, to the extent required by Section 7.10 of the Credit
Agreement, give prompt written notice to the Mortgagee of the occurrence of any
damage to or destruction of the Improvements (which term as used in this Section 1.05
shall include Equipment).  In the event
of any damage to or destruction of the Mortgaged Property or any part thereof,
all proceeds of property insurance paid to the Mortgagor on account of such
damage or destruction shall be applied as set forth in Section 7.10 of the
Credit Agreement or, after the Obligations have been accelerated or otherwise
become due and payable, in accordance with the U.S. Security Agreement.  In the event of foreclosure of the lien of
this Mortgage or other transfer of title or assignment of the Mortgaged
Property in extinguishment, in whole or in part, of the Obligations, all right,
title and interest of the Mortgagor in and to all proceeds then payable under
any policy of insurance required by this Mortgage shall inure to the benefit of
and pass to the successor in interest of the Mortgagor, or the purchaser or
mortgagor of the Mortgaged Property.


 













 


1.06  Preservation of Property.  The Mortgagor agrees to pay 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 Mortgagee’s
Liens on, and security interest in, the Mortgaged Property, including, without
limitation, all fees and taxes in connection with the recording or filing of
instruments and documents in public offices (including stamp and mortgage
recording taxes or other taxes imposed on the Mortgagee by virtue of its
ownership of this Mortgage), which are imposed upon the recording of this Mortgage
or thereafter, all reasonable attorneys’ fees, payment or discharge of any
taxes or Liens upon or in respect of the Mortgaged Property, premiums for
insurance with respect to the Mortgaged Property and all other fees, costs and
expenses in connection with protecting, maintaining or preserving the Mortgaged
Property and the Mortgagee’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 Mortgaged Property.


 


1.07  Condemnation.  Should
the Mortgagor receive any notice that the Mortgaged Property or any part
thereof or interest therein may be taken or damaged by reason of any public
improvements or condemnation proceeding or in any other similar manner (a “Condemnation”),
the Mortgagor shall give prompt written notice thereof to the Mortgagee.  All compensation, awards, damages and
proceeds paid to the Mortgagor or any of its Affiliates on account of such
Condemnation shall be applied as set forth in Section 7.10 of the Credit
Agreement or, after the Obligations have been accelerated or otherwise become
due and payable, in accordance with the U.S. Security Agreement.


 


1.08  Inspections.  The Mortgagor hereby authorizes the
Mortgagee, its agents, employees and representatives, upon reasonable prior
written notice to the Mortgagor (except in an emergency or following the
occurrence and during the continuance of any Event of Default, in which case
notice shall not be required) to visit and inspect the Mortgaged Property or
any portion(s) thereof, all at such reasonable times and as often as the
Mortgagee may reasonably request.


 


1.09  Transfers.  Except as otherwise permitted in accordance
with the terms of the Financing Documents, no part of the Mortgaged Property or
any legal or beneficial interest in the Mortgaged Property shall be sold,
assigned, conveyed, leased, transferred or otherwise disposed of (whether
voluntarily or involuntarily, directly or indirectly, by sale of stock or any
interest in the Mortgagor or by operation of law or otherwise).  Notwithstanding the foregoing, Mortgagor may
grant an easement or easements upon, across or otherwise in respect to the
Mortgaged Property provided that any such easement does not (i) materially
interfere with Mortgagor’s use of the Mortgaged Property or Mortgagor’s ingress
to or egress from the Mortgaged Property or (ii) materially and adversely
affect the value of the Mortgaged Property.


 


1.10  After
Acquired Property Interests.  All
right, title and interest of the Mortgagor in and to all improvements,
betterments, renewals, substitutes and replacements of, and all additions and
appurtenances to, the Mortgaged Property hereafter acquired by or released to
the Mortgagor or constructed, assembled or placed by the Mortgagor on the Land,
and all conversions of the security constituted thereby (collectively, “After
Acquired Property Interests”), immediately upon such acquisition, release,
construction, assembling, placement or conversion, as the case may be, and in
each such case, without any further mortgage, conveyance, assignment or other
act by the Mortgagor, shall become subject to the lien of this Mortgage as
fully and completely, and with the same effect, as though owned by the
Mortgagor


 













 


on the date hereof and specifically described in the
granting clauses hereof.  The Mortgagor
shall execute and deliver to the Mortgagee all such other assurances,
mortgages, conveyances or assignments thereof as the Mortgagee may reasonably
require for the purpose of expressly and specifically subjecting such After
Acquired Property Interests to the Lien of this Mortgage.  The Mortgagor hereby irrevocably authorizes
and appoints the Mortgagee as the agent and attorney-in-fact of the Mortgagor
to, following the occurrence and during the continuance of an Event of Default,
execute all such documents and instruments on behalf of the Mortgagor, which
appointment shall be irrevocable and coupled with an interest, if the Mortgagor
fails or refuses to do so within ten (10) days after a request therefor by
the Mortgagee.


 


ARTICLE II


 


SECURITY
AGREEMENT


 


2.01  Grant of Security;  Incorporation by Reference.


 


In
addition to constituting a mortgage lien on those portions of the Mortgaged
Property classified as real property (including fixtures to the extent they are
real property), this Mortgage shall constitute a security agreement within the
meaning of the Uniform Commercial Code or within the meaning of the common law
with respect to those parts of the Mortgaged Property classified as personal
property (including fixtures to the extent they are personal property).  The Mortgagor hereby grants to the Mortgagee
a security interest in and to all of Mortgagor’s right, title and interest in
and to the following property whether now owned or hereafter acquired
(collectively, the “Secured Property”) for the benefit of the Mortgagee
to further secure the payment and performance of the Obligations:


 


(a)           Those parts of the Mortgaged Property
classified as personal property (including (i) fixtures to the extent they
are personal property and (ii) personal property and fixtures that are
leased by the Mortgagor, but only to the extent the Mortgagor can grant to the
Mortgagee a security interest therein without breaching the terms of such
lease);


 


(b)           All general intangibles, contract
rights, accounts and proceeds arising from all insurance policies required to
be maintained by the Mortgagor and related to the Mortgaged Property hereunder;


 


(c)           All proceeds of any judgment, award
or settlement in any Condemnation in connection with the Mortgaged Property,
together with all general intangibles, contract rights and accounts arising
therefrom;


 


(d)           All permits, consents and other
governmental approvals in connection with the construction of the Improvements
or the operation of the Mortgaged Property, to the extent any of the same may
be assigned, transferred, pledged or subjected to a security interest;


 


(e)           All plans and specifications,
studies, tests and design materials relating to the design, construction,
repair, alteration or leasing of the Mortgaged Property, to the extent any of
the same may be assigned, transferred, pledged or subjected to a security
interest; and


 













 


(f)            All cash and non-cash proceeds of
the above-mentioned items.


 


The
provisions contained in the U.S. Security Agreement are hereby incorporated by
reference into this Mortgage with the same effect as if set forth in full
herein.  In the event of a conflict
between the provisions of this Mortgage and the U.S. Security Agreement, the
U.S. Security Agreement shall control and govern and the Mortgagor shall comply
therewith.


 


2.02  Fixture Filing and
Financing Statements.


 


This
Mortgage constitutes a security agreement, fixture filing and financing
statement as those terms are used in the Uniform Commercial Code.  For purposes of this Section 2.02, this
Mortgage is to be filed and recorded in, among other places, the real estate
records of the County in which the Mortgaged Property is located and the
following information is included:  (1) the
Mortgagor shall be deemed the “Debtor” with the address set forth for
the Mortgagor on the first page of this Mortgage which the Mortgagor
certifies is accurate; (2) the Mortgagee shall be deemed to be the “Secured
Party” with the address set forth for the Mortgagee on the first page of
this Mortgage and shall have all of the rights of a secured party under the
Uniform Commercial Code; (3) this Mortgage covers goods which are or are
to become fixtures; (4) the name of the record owner of the land is the
Debtor;  (5) the organizational
identification number of the Debtor is MD: 
D00245704; (6) the Debtor is a corporation organized under the laws
of the State of Maryland; and (7) the legal name of the Debtor is
Willliams Scotsman, Inc.  The Debtor
hereby authorizes the Mortgagee to file any financing statements and
terminations thereof or amendments or modifications thereto without the
signature of Debtor where permitted by law.


 


ARTICLE III


 


ASSIGNMENT
OF LEASES, RENTS AND PROFITS


 


3.01  Assignment.      The
Mortgagor hereby absolutely, irrevocably and unconditionally sells, assigns,
transfers and conveys to the Mortgagee all of the Mortgagor’s right, title and
interest in and to all current and future Leases and Rents, including those now
due, past due, or to become due by virtue of any Lease or other agreement for
the occupancy or use of all or any part of the Mortgaged Property. The
Mortgagor intends that this assignment constitute a present and absolute
assignment and not an assignment for additional security only.  Such assignment to the Mortgagee shall not be
construed to bind the Mortgagee to the performance of any of the covenants,
conditions or provisions contained in any Lease or otherwise impose any obligation
upon the Mortgagee.  The Mortgagor
covenants that it will not hereafter collect or accept payment of any Rents
more than one month prior to the due dates of such Rents except with the prior
written approval of the Mortgagee, which approval may not be unreasonably
withheld, and that no Rents will be waived, released, reduced, discounted or
otherwise discharged or compromised by the Mortgagor, except as may be
previously approved in writing by the Mortgagee.  Except as expressly permitted by the terms of
the Credit Agreement, the Mortgagor agrees that it will not assign any of the
Leases or Rents to any other Person. 
The  Mortgagee shall have no
liability for any loss which may arise from a failure or inability to collect
any Rents.  The Mortgagor shall maintain
all security deposits in accordance with applicable law.


 













 


3.02  Revocable License; Agent.  Notwithstanding the foregoing, but subject to
the further terms of this Article III, the Mortgagee grants to the
Mortgagor a revocable license to operate and manage the Mortgaged Property and to
collect the Rents and hereby directs each tenant under a Lease to pay such
Rents to, or at the direction of, the Mortgagor, until such time as the  Mortgagee provides notice to the contrary to
such tenants.  Mortgagee agrees not to
deliver such notice unless and until an Event of Default has occurred and
further agrees to revoke such notice when such Event of Default is cured and
Mortgagor provides reasonable evidence of same. 
The Mortgagor shall hold the Rents, or a portion thereof sufficient to
discharge all sums currently due in respect of the Obligations, in trust for
the benefit of the Mortgagee for use in the payment of such sums.


 


3.03  Rents.  (a)  Upon the occurrence and during the
continuance of an Event of Default, without the need for notice or demand, the
license granted pursuant to this Article III shall immediately and
automatically be revoked and the Mortgagee shall immediately and automatically
be entitled to possession of all Rents, whether or not the Mortgagee enters
upon or takes control of the Mortgaged Property.  Upon the revocation of such license, the
Mortgagor grants to the Mortgagee the right, at its option, to exercise all the
rights granted in Section 4.02(a) hereof.  Nothing herein contained shall be construed
as constituting the Mortgagee a trustee in possession in the absence of the
taking of actual possession of the Mortgaged Property by the Mortgagee pursuant
to such Section 4.02(a).


 


(b)  From and after the termination of such
license, and until such license is reinstated in accordance with the provisions
hereof, the Mortgagor may, at the Mortgagee’s direction, be the agent for the
Mortgagee in collection of the Rents and all of the Rents so collected by the
Mortgagor shall be held in trust by the Mortgagor for the sole and exclusive
benefit of the Mortgagee and the Mortgagor shall, within one (1) business
day after receipt of any Rents, pay the same to the Mortgagee to be applied by
the Mortgagee as provided herein.  All
Rents collected shall be applied against all expenses of collection (including,
but not limited to, attorneys’ fees), costs of operation and management of the
Mortgaged Property and the Obligations, in whatever order or priority as to any
of such items as the Mortgagee directs in its sole and absolute discretion and
without regard to the adequacy of its security. 
Neither demand for nor collection of Rents by the Mortgagee shall
constitute any assumption by the Mortgagee of any obligations under any Lease
or agreement relating thereto.


 


(c)  Any funds expended by the Mortgagee to take
control of and manage the Mortgaged Property and collect the Rents shall become
part of the Obligations secured hereby. 
Such amounts shall be payable upon demand from the Mortgagor to the Mortgagee
and shall bear interest from the date of expenditure at the interest rate set
forth in Section 4.4 of the Credit Agreement.


 


3.04  Sale of Mortgaged
Property.  (a) 
Upon any sale of any of the Mortgaged Property by or for the benefit of the
Mortgagee pursuant to this Mortgage, the Rents attributable to the part of the
Mortgaged Property so sold shall be included in such sale and shall pass to the
purchaser free and clear of any rights granted herein to the Mortgagor.


 


(b)           The
Mortgagor acknowledges and agrees that, upon recordation of this Mortgage, the
Mortgagee’s interest in the Rents shall be deemed to be fully perfected, “choate”
and enforceable against the Mortgagor and all third parties, including, without
limitation, any debtor in possession or trustee in any case under the Bankruptcy
Code, without the necessity of


 













 


(i) commencing a foreclosure action with respect
to this Mortgage, (ii) furnishing notice to the Mortgagor or tenants under
the Leases, (iii) making formal demand for the Rents, (iv) taking
possession of the Mortgaged Property as a lender-in-possession, (v) obtaining
the appointment of a receiver of the Rents, (vi) sequestering or
impounding the Rents or (vii) taking any other affirmative action.


 


3.05  Bankruptcy Provisions.  Without limiting the provisions of this Article III
or the absolute nature of the assignment of the Rents hereunder, the Mortgagor
and the Mortgagee agree that, to the extent that the assignment of the Rents
hereunder is deemed to be other than an absolute assignment, (a) this
Mortgage shall constitute a “security agreement” for purposes of Section 552(b) of
the Bankruptcy Code, (b) the security interest created by this Mortgage
extends to property of the Mortgagor acquired before the commencement of a
bankruptcy case and to all amounts paid as Rents and (c) such security
interest shall extend to all Rents acquired by the estate after the
commencement of any bankruptcy case. 
Without limiting the absolute nature of the assignment of the Rents
hereunder, to the extent the Mortgagor (or the Mortgagor’s bankruptcy estate)
shall be deemed to hold any interest in the Rents after the commencement of a
voluntary or involuntary bankruptcy case, the Mortgagor hereby acknowledges and
agrees that such Rents are and shall be deemed to be “cash collateral” under Section 363
of the Bankruptcy Code.


 


ARTICLE IV


 


EVENTS
OF DEFAULT AND REMEDIES


 


4.01  Events of Default.  The occurrence of an Event of Default under,
and as defined in any of the Financing Documents which in any event shall
include, without limitation, any payment default on any of the Obligations
after the expiration of any applicable grace period, shall constitute an event
of default (each an “Event of Default”) hereunder.


 


4.02  Remedies Upon Default.  Upon the occurrence of an Event of Default,
the Mortgagee may, in the Mortgagee’s sole discretion, either itself or by or
through one or more trustees, agents, nominees, assignees or otherwise, to the
fullest extent permitted by law, exercise any or all of the following rights
and remedies individually, collectively or cumulatively:


 


(a)           either in person or by its agent,
with or without bringing any action or proceeding, or by a receiver appointed
by a court and without regard to the adequacy of its security, (i) enter
upon and take possession of the Mortgaged Property or any part thereof and of
all books, records and accounts relating thereto or located thereon, in its own
name or in the name of the Mortgagor, and do or cause to be done any acts which
it deems necessary or desirable to preserve the value of the Mortgaged Property
or any part thereof or interest therein, increase the income therefrom or
protect the security hereof; (ii) with or without taking possession of the
Mortgaged Property make such repairs, alterations, additions and improvements
as the Mortgagee deems necessary or desirable and do any and all acts and
perform any and all work which the Mortgagee deems necessary or desirable to
complete any unfinished construction on the Mortgaged Property; (iii) make,
cancel or modify Leases and sue for or otherwise collect the Rents thereof,
including those past due and unpaid; (iv) make any payment or perform any
act which the Mortgagor has failed to make or perform hereunder; (v) appear
in and defend any action or proceeding purporting to affect the security hereof
or the rights or powers


 













 


of the Mortgagee; (vi) pay, purchase, contest or
compromise any encumbrance, charge or Lien on the Mortgaged Property; and (vii) take
such other actions as the Mortgagee deems necessary or desirable;


 


(b)           commence and maintain one or more
actions at law or in equity or by any other appropriate remedy (i) to
protect and enforce the Mortgagee’s rights hereunder, including for the
specific performance of any covenant or agreement herein contained (which
covenants and agreements the Mortgagor agrees shall be specifically enforceable
by injunctive or other appropriate equitable remedy), (ii) to collect any
sum then due hereunder, (iii) to aid in the execution of any power herein
granted or (iv) to foreclose this Mortgage in accordance with Section 4.03
hereof;


 


(c)           exercise any or all of the remedies
available to a secured party under the Uniform Commercial Code;


 


(d)           by notice to the Mortgagor (to the
extent such notice is required to be given under the Financing Documents), but
without formal demand, presentment, notice of intention to accelerate or of
acceleration, protest or notice of protest, all of which are hereby waived by
the Mortgagor, declare all of the Obligations immediately due and payable, and
upon such declaration all of such Obligations shall become and be immediately
due and payable, anything in this Mortgage or the other Financing Documents to
the contrary notwithstanding; and


 


(e)           exercise any other right or remedy
available to the Mortgagee under the Financing Documents.


 


4.03  Right of Foreclosure.  (a) Upon the occurrence and continuation
of an Event of Default, the Mortgagee shall have the right, in its sole
discretion, to proceed at law or in equity to foreclose this Mortgage with
respect to all or any portion of the Mortgaged Property, either by judicial
action or by power of sale.  If the
Mortgaged Property consists of several lots, parcels or items of Mortgaged
Property, the Mortgagee may, in its sole discretion: (i) designate the
order in which such lots, parcels or items shall be offered for sale or sold or
(ii) elect to sell such lots, parcels or items through a single sale, or
through two or more successive sales, or in any other manner the Mortgagee may
elect.  Should the Mortgagee desire that more
than one sale or other disposition of the Mortgaged Property be conducted, the
Mortgagee may, at its option, cause the same to be conducted simultaneously, or
successively, on the same day or at such different days or times and in such
order as the Mortgagee may elect, and no such sale shall terminate or otherwise
affect the lien of this Mortgage on any part of the Mortgaged Property not sold
until all Obligations have been fully paid in cash and performed.  The
Mortgagee may elect to sell the Mortgaged Property for cash or credit. The
Mortgagee may, to the extent permitted by law, adjourn from time to time any
sale by it to be made under or by virtue of this Mortgage by announcement at
the time and place appointed for such sale or for such adjourned sale or sales;
and, to the extent permitted by law, the Mortgagee may make such sale at the
time and place to which the same shall be so adjourned.  Following the occurrence and during the
continuance of an Event of Default, with respect to all components of the
Mortgaged Property, the Mortgagee is hereby appointed the true and lawful
attorney-in-fact of the Mortgagor (which appointment is irrevocable and coupled
with an interest), in its name and stead, to make all necessary conveyances,
assignments, transfers and deliveries of the Mortgaged Property, and for that
purpose the Mortgagee may execute all necessary instruments of conveyance,
assignment,


 













 


transfer and delivery, and may
substitute one or more persons with such power, the Mortgagor hereby ratifying
and confirming all that its said attorney-in-fact or such substitute or
substitutes shall lawfully do by virtue hereof. 
Notwithstanding the foregoing, the Mortgagor, if so requested by the
Mortgagee, shall ratify and confirm any such sale or sales by executing and
delivering to the Mortgagee or to such purchaser or purchasers all such
instruments as may be advisable, in the judgment of the Mortgagee, for such
purpose, and as may be designated in such request.  To the extent permitted by law, any such sale
or sales made under or by virtue of this Article IV shall operate to
divest all the estate, right, title, interest, claim and demand whatsoever,
whether at law or in equity, of the Mortgagor in and to the properties and
rights so sold, and shall be a perpetual bar both at law and in equity against
the Mortgagor and against any and all persons claiming or who may claim the
same, or any part thereof, from, through or under the Mortgagor.  Upon any sale made under or by virtue of this
Article IV, the Mortgagee may, to the extent permitted by law, bid for and
acquire the Mortgaged Property or any part thereof and in lieu of paying cash
therefor may make settlement for the purchase price by crediting upon the
Obligations secured hereby the net sale price after deducting therefrom the
expenses of the sale and the cost of the action and any other sums which the
Mortgagee is authorized to deduct by law or under this Mortgage.


 


(b)  Any foreclosure of this Mortgage and any
other transfer of all or any part of the Mortgaged Property in extinguishment
of all or any part of the Obligations may, at the Mortgagee’s option, be
subject to any or all Leases of all or any part of the Mortgaged Property and
the rights of tenants under such Leases. 
No failure to make any such tenant a defendant in any foreclosure
proceedings or to foreclose or otherwise terminate any such Lease and the
rights of any such tenant in connection with any such foreclosure or transfer
shall be, or be asserted to be, a defense or hindrance to any such foreclosure
or transfer or to any proceedings seeking collection of all or any part of the
Obligations (including, without limitation, any deficiency remaining unpaid
after completion of any such foreclosure or transfer).


 


(c)  If the Mortgagor retains possession of the
Mortgaged Property or any part thereof subsequent to a sale, the Mortgagor will
be considered a tenant at sufferance of the purchaser, and will, if the
Mortgagor remains in possession after demand to remove, be guilty of forcible
detainer and will be subject to eviction and removal, forcible or otherwise,
with or without process of law, and all damages to the Mortgagor by reason
thereof are hereby expressly waived by the Mortgagor.


 


4.04  Application of Proceeds.  The proceeds of any sale of, and the Rents
and other amounts generated by the holding, leasing, management, operation or
other use of, the Mortgaged Property pursuant to this Mortgage shall be applied
by the Mortgagee (or the receiver, if one is appointed) in accordance with the
provisions of the U.S. Security Agreement.


 


4.05  Appointment of Receiver.  Upon the occurrence and during the
continuance of an Event of Default, the Mortgagee as a matter of strict right
and without notice to the Mortgagor or anyone claiming under the Mortgagor, and
without regard to the adequacy or the then value of the Mortgaged Property or
the interest of the Mortgagor therein or the solvency of any party bound for
payment of the Obligations, shall have the right to apply to any court having
jurisdiction to appoint a receiver or receivers of the Mortgaged Property, and
the Mortgagor hereby irrevocably consents to such appointment and waives notice
of any application therefor.  Any such
receiver or receivers shall have all the usual rights, powers and duties of
receivers in like or similar cases and all the rights, powers and duties of the
Mortgagee in case of entry as


 













 


provided in Section 4.02
hereof, including, but not limited to, the full power to rent, maintain and
otherwise operate the Mortgaged Property upon such terms as are approved by the
court and shall continue as such and exercise all such powers until the date of
confirmation of sale of the Mortgaged Property unless such receivership is
sooner terminated.


 


4.06  Exercise of Rights and
Remedies.  The
entering upon and taking possession of the Mortgaged Property, the collection
of any Rents and the exercise of any of the other rights contained in this Article IV,
shall not, alone, cure or waive any Event of Default or notice of default
hereunder or invalidate any act done in response to such Event of Default or
pursuant to such notice of default and, notwithstanding the continuance in
possession of the Mortgaged Property or the collection, receipt and application
of Rents, the Mortgagee shall be entitled to exercise every right provided for
herein or in the Financing Documents or at law or in equity upon the occurrence
of any Event of Default.


 


4.07  Remedies Not Exclusive.  The Mortgagee shall be entitled to enforce
payment and performance of the Obligations and to exercise all rights and
powers under this Mortgage or any other agreement or any laws now or hereafter
in force, notwithstanding that some or all of the Obligations may now or
hereafter be otherwise secured, whether by mortgage, deed of trust, security
deed, pledge, lien, assignment or otherwise. 
Neither the acceptance of this Mortgage nor its enforcement, whether by
court action or pursuant to the powers herein contained, shall prejudice or in
any manner affect the Mortgagee’s right to realize upon or enforce any other
security now or hereafter held by the Mortgagee, it being agreed that the
Mortgagee shall be entitled to enforce this Mortgage and any other security now
or hereafter held by the Mortgagee in such order and manner as it may in its
absolute and sole discretion and election determine.  No remedy herein conferred upon or reserved
to the Mortgagee is intended to be exclusive of any other remedy herein or in
any of the other Financing Documents or by law provided or permitted, but each
shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute.  Every power or remedy to which the Mortgagee
is entitled may be exercised, concurrently or independently, from time to time
and as often as may be deemed expedient by the Mortgagee, and the Mortgagee may
pursue inconsistent remedies.  No delay
or omission of the Mortgagee to exercise any right or power accruing upon any
Event of Default shall impair any right or power or shall be construed as a
waiver of any Event of Default or any acquiescence therein.  If the Mortgagee shall have proceeded to
invoke any right or remedy hereunder or under the Financing Documents and shall
thereafter elect to discontinue or abandon it for any reason, the Mortgagee
shall have the unqualified right to do so and, in such an event, the rights and
remedies of the Mortgagee shall continue as if such right or remedy had never
been invoked and no such discontinuance or abandonment shall waive any Event of
Default which may then exist or the right of the Mortgagee thereafter to
exercise any right or remedy under the Financing Documents for such Event of
Default.


 


4.08  WAIVER OF REDEMPTION,
NOTICE, MARSHALLING, ETC. 
NOTWITHSTANDING ANYTHING HEREIN CONTAINED TO THE CONTRARY, TO THE EXTENT
PERMITTED BY LAW, THE MORTGAGOR:  (A) 
ACKNOWLEDGING THAT IT IS AWARE OF AND HAS HAD THE ADVICE OF COUNSEL OF ITS
CHOICE WITH RESPECT TO ITS RIGHTS HEREUNDER, WILL NOT (I) AT ANY TIME INSIST
UPON, OR PLEAD, OR IN ANY MANNER WHATSOEVER, CLAIM OR TAKE ANY BENEFIT OR
ADVANTAGE OF ANY STAY OR EXTENSION OR MORATORIUM LAW, PRESENT OR FUTURE STATUTE
OF LIMITATIONS, ANY LAW RELATING TO THE


 













 


ADMINISTRATION OF ESTATES OF
DECEDENTS, APPRAISEMENT, VALUATION, REDEMPTION, STATUTORY RIGHT OF REDEMPTION,
OR THE MATURING OR DECLARING DUE OF THE WHOLE OR ANY PART OF THE
OBLIGATIONS, NOTICE OF INTENTION OF SUCH MATURING OR DECLARING DUE, OTHER
NOTICE (WHETHER OF DEFAULTS, ADVANCES, THE CREATION, EXISTENCE, EXTENSION OR
RENEWAL OF ANY OF THE OBLIGATIONS OR OTHERWISE, EXCEPT FOR RIGHTS TO NOTICES
EXPRESSLY GRANTED HEREIN OR IN THE FINANCING DOCUMENTS), SUBROGATION, ANY
SET-OFF RIGHTS, HOMESTEAD OR ANY OTHER EXEMPTIONS FROM EXECUTION OR SALE OF THE
MORTGAGED PROPERTY OR ANY PART THEREOF, WHEREVER ENACTED, NOW OR AT ANY
TIME HEREAFTER IN FORCE, WHICH MAY AFFECT THE COVENANTS AND TERMS OF
PERFORMANCE OF THIS MORTGAGE, OR (II) CLAIM, TAKE OR INSIST UPON ANY BENEFIT OR
ADVANTAGE OF ANY LAW NOW OR HEREAFTER IN FORCE PROVIDING FOR THE VALUATION OR
APPRAISAL OF THE MORTGAGED PROPERTY OR ANY PART THEREOF, PRIOR TO ANY SALE
OR SALES THEREOF WHICH MAY BE MADE PURSUANT TO ANY PROVISION HEREOF, OR
PURSUANT TO THE DECREE, JUDGMENT OR ORDER OF ANY COURT OF COMPETENT
JURISDICTION; OR (III) AFTER ANY SUCH SALE OR SALES, CLAIM OR EXERCISE ANY
RIGHT UNDER ANY STATUTE HERETOFORE OR HEREAFTER ENACTED TO REDEEM THE MORTGAGED
PROPERTY SO SOLD OR ANY PART THEREOF; AND (B) COVENANTS NOT TO
HINDER, DELAY OR IMPEDE THE EXECUTION OF ANY POWER HEREIN GRANTED OR DELEGATED
TO THE MORTGAGEE, BUT TO SUFFER AND PERMIT THE EXECUTION OF EVERY POWER AS
THOUGH NO SUCH LAW OR LAWS HAD BEEN MADE OR ENACTED. THE MORTGAGOR, FOR ITSELF
AND ALL WHO MAY CLAIM UNDER IT, WAIVES, TO THE EXTENT THAT IT LAWFULLY
MAY, ALL RIGHT TO HAVE THE MORTGAGED PROPERTY MARSHALLED UPON ANY FORECLOSURE
HEREOF.


 


4.09  Expenses of Enforcement.  In connection with any action to enforce any
remedy of the Mortgagee under this Mortgage, the Mortgagor agrees to pay all
costs and expenses which may be paid or incurred by or on behalf of the
Mortgagee, including, without limitation, reasonable attorneys’ fees, receiver’s
fees, appraiser’s fees, outlays for documentary and expert evidence,
stenographer’s charges, publication costs, and costs (which may be estimated as
to items to be expended after entry of the decree) of procuring all such
abstracts of title, title searches and examinations, title insurance policies
and similar data and assurances with respect to title and value as the
Mortgagee may deem necessary or desirable, and neither the Mortgagee nor any
other Person shall be required to accept tender of any portion of the
Obligations unless the same be accompanied by a tender of all such expenses,
costs and commissions.  All of the costs
and expenses described in this Section 4.09, and such expenses and fees as
may be incurred in the protection of the Mortgaged Property and the maintenance
of the lien of this Mortgage, including the fees of any attorney employed by
the Mortgagee in any litigation or proceeding, including appellate proceedings,
affecting this Mortgage or the Mortgaged Property (including, without
limitation, the occupancy thereof or any construction work performed thereon),
including probate and bankruptcy proceedings, or in preparation for the
commencement or defense of any proceeding or threatened suit or proceeding
whether or not an action is actually commenced, shall be immediately due and
payable by the Mortgagor, with interest thereon at the rate of interest set
forth in Section 4.4 of the Credit Agreement and shall be part of the
Obligations secured by this Mortgage.


 













 


4.10    Indemnity.  (a)  The Mortgagor agrees to
indemnify, reimburse and hold the Mortgagee and each other Secured Creditor and
their respective successors, permitted assigns, employees, affiliates and
agents (hereinafter in this Section 4.10 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, expenses or disbursements
(including reasonable attorneys’ fees and expenses) (for the purposes of this Section 4.10
the foregoing are collectively called “expenses”) of whatsoever kind and
nature imposed on, asserted against or incurred by any of the Indemnitees in
any way relating to or arising out of this Mortgage or in any way connected
with the administration of the transactions contemplated hereby or the
enforcement of any of the terms of, or the preservation of any rights under
this Mortgage, 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 Mortgaged Property (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 4.10 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).  The
Mortgagor 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 Mortgagor shall assume full responsibility for the
defense thereof.  Each Indemnitee agrees
to use its best efforts to promptly notify the Mortgagor of any such assertion
of which such Indemnitee has knowledge.  The Mortgagor shall not be
obligated to indemnify any Indemnitee for any expenses pursuant to this Section 4.10
to the extent such expenses (i) are incurred after fee simple title to the
Mortgaged Property is transferred to the Mortgagee or a third party pursuant to
a Permitted Release or pursuant to a foreclosure sale or a deed in lieu of
foreclosure and (ii) arise out of the Mortgaged Property so transferred.


 


(b)           Without
limiting the application of Section 4.10(a) hereof, the Mortgagor
agrees to pay or reimburse the Mortgagee for all reasonable expenses, fees and
costs described in Section 1.06 which are expended or incurred by the
Mortgagee or any Indemnitee pursuant to Section 4.09 of this Mortgage.


 


(c)           Without
limiting the application of Section 4.10 (a) and (b) hereof, the
Mortgagor agrees 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
the Mortgagor in this Mortgage or in any writing contemplated by or made or
delivered pursuant to or in connection with this Mortgage.


 


(d)           If
and to the extent that the obligations of the Mortgagor under this Section 4.10
are unenforceable for any reason, the Mortgagor hereby agrees to make the
maximum contribution to the payment and satisfaction of such obligations which
is permissible under applicable law.


 


4.11         Indemnity
Obligations Secured by Mortgaged Property; Survival.  Any amounts paid by any Indemnitee as to
which such Indemnitee has the right to reimbursement


 













 


shall constitute Obligations
secured by the Mortgaged Property.  The
indemnity obligations of the Mortgagor contained in Section 4.10 shall
continue in full force and effect notwithstanding the full payment of all of
the other Obligations and notwithstanding any or all of the following:  (i) full payment and discharge of all
other Obligations, (ii) full payment of all Notes issued and Loans made
under the Credit Agreement, (iii) termination of all Letters of Credit
issued under the Credit Agreement, (iv) termination of all Interest Rate
Agreements entered into with the Other Creditors and (v) release of the
lien created by this Mortgage.


 


ARTICLE V


 


ADDITIONAL
COLLATERAL


 


5.01  Additional Collateral.  (a)  The
Mortgagor acknowledges and agrees that the Obligations are secured by the
Mortgaged Property and various other Collateral including, without limitation,
at the time of execution of this Mortgage certain personal property of the
Mortgagor and other parties described in the Financing Documents.  The Mortgagor specifically acknowledges and
agrees that the Mortgaged Property, in and of itself, if foreclosed or realized
upon would not be sufficient to satisfy the outstanding amount of the
Obligations.  Accordingly, the Mortgagor
acknowledges that it is in the Mortgagor’s contemplation that the other
Collateral pledged to secure the Obligations may be pursued by the Mortgagee in
separate proceedings in the various States, counties and other countries where
such Collateral may be located and additionally that the Mortgagor and other
parties liable for payment of the Obligations will remain liable for any
deficiency judgments in addition to any amounts the Mortgagee may realize on
sales of other property or any other Collateral given as security for the
Obligations.  Specifically, and without
limitation of the foregoing, it is agreed that it is the intent of the parties
hereto that in the event of a foreclosure of this Mortgage, the Indebtedness
evidencing the Obligations shall not be deemed merged into any judgment of
foreclosure, but rather shall remain outstanding.  It is the further intent and understanding of
the parties that the Mortgagee, following an Event of Default, may pursue all
of its Collateral with the Obligations remaining outstanding and in full force
and effect notwithstanding any judgment of foreclosure or any other judgment
which the Mortgagee may obtain.


 


(b)           The
Mortgagor acknowledges and agrees that the Mortgaged Property and the property
which may from time to time be encumbered by the other Financing Documents may
be located in more than one state or country and therefore the Mortgagor waives
and relinquishes any and all rights it may have, whether at law or equity, to
require the Mortgagee to proceed to enforce or exercise any rights, powers and
remedies it may have under the Financing Documents in any particular manner, in
any particular order, or in any particular State or other jurisdiction.  Furthermore, the Mortgagor acknowledges and
agrees that the Mortgagee shall be allowed to enforce payment and performance
of the Obligations and to exercise all rights and powers provided under this
Mortgage, or the other Financing Documents or under any provision of law, by
one or more proceedings, (whether contemporaneous, consecutive or both) in any
one or more states or countries in which the security is located.  Neither the acceptance of this Mortgage or
any Financing Document nor the enforcement in one state or country, whether by
court action, power of sale, or otherwise, shall prejudice or in any way limit
or preclude enforcement of such documents through one or more additional
proceedings, in that state or in any other state or country.


 













 


(c)           The
Mortgagor further agrees that any particular remedy or proceeding, including,
without limitation, foreclosure through court action (in a state or federal
court) or power of sale, may be brought and prosecuted in the local or federal
courts of any one or more states as to all or any part of the Mortgaged
Property or the property encumbered by the Financing Documents, wherever
located, without regard to the fact that any one or more prior or
contemporaneous proceedings have been situated elsewhere with respect to the
same or any other part of the Mortgaged Property and the property encumbered by
the Financing Documents.


 


(d)           The
Mortgagee may resort to any other security held by the Mortgagee for the
payment of the Obligations in such order and manner as the Mortgagee may elect.


 


(e)           Notwithstanding
anything contained herein to the contrary, the Mortgagee shall be under no duty
to the Mortgagor or others, including, without limitation, the holder of any
junior, senior or subordinate mortgage on the Mortgaged Property or any part
thereof or on any other security held by the Mortgagee, to exercise or exhaust
all or any of the rights, powers and remedies available to the Mortgagee.


 


ARTICLE VI



MISCELLANEOUS


 


6.01  Governing Law.  The provisions of this Mortgage regarding the
creation, perfection and enforcement of the liens and security interests herein
granted shall be governed by and construed under the laws of the state in which
the Mortgaged Property is located.  All
other provisions of this Mortgage shall be governed by the laws of the State of
New York (including, without limitation, Section 5-1401 of the General
Obligations Law of the State of New York), without regard to choice of law
provisions.


 


6.02  Limitation on Interest.  It is the intent of the Mortgagor and the
Mortgagee in the execution of this Mortgage and all other instruments
evidencing or securing the Obligations to contract in strict compliance with
applicable usury laws.  In furtherance
thereof, the Mortgagee and the Mortgagor stipulate and agree that none of the
terms and provisions contained in this Mortgage shall ever be construed to
create a contract for the use, forbearance or retention of money requiring
payment of interest at a rate in excess of the maximum interest rate permitted
to be charged by relevant law.  If this
Mortgage or any other instrument evidencing or securing the Obligations
violates any applicable usury law, then the interest rate payable in respect of
the Loans shall be the highest rate permissible by law.


 


6.03  Notices.  Except as otherwise expressly provided
herein, all notices, requests, demands or other communications provided for
hereunder shall be in writing and mailed, transmitted via facsimile, or
delivered via courier service:  if to the
Mortgagor, at the address set forth for the Mortgagor on the first page of
this Mortgage, Attention: John Ross, facsimile (410) 931-6117; if to the
Mortgagee, at the address set forth for the Mortgagee on the first page of
this Mortgage, Attention: William Fitzgerald, facsimile (646) 324-7808; or at
such other address as shall be designated by such party in a written notice to
the other parties hereto.  All such
notices and communications shall be effective as provided in Section 10.12
of the Credit Agreement.


 


 













 


6.04  Captions.  The captions or headings at the beginning of
each Article and Section hereof are for the convenience of the
parties hereto and are not a part of this Mortgage.


 


6.05  Amendment.  None of the terms and conditions of this
Mortgage may be changed, waived, modified or varied in any manner whatsoever
except with the prior written consent of the Mortgagee.


 


6.06  Obligations Absolute.  The obligations of the Mortgagor hereunder
shall remain in full force and effect without regard to, and shall not be
impaired by, (a) any bankruptcy, insolvency, reorganization, arrangement,
readjustment, composition, liquidation or the like of the Mortgagor; (b) any
exercise or non-exercise, or any waiver of, any right, remedy, power or
privilege under or in respect of this Mortgage or any other Financing Document;
or (c) any amendment to or modification of any Financing Document or any
security for any of the Obligations; whether or not the Mortgagor shall have
notice or knowledge of any of the foregoing.


 


6.07  Further Assurances.  The Mortgagor shall, upon the request of the
Mortgagee and at the expense of the Mortgagor: 
(a) promptly correct any defect, error or omission which may be
discovered in this Mortgage or any UCC financing statements filed in connection
herewith; (b) promptly execute, acknowledge, deliver and record or file
such further instruments (including, without limitation, further mortgages,
deeds of trust, security deeds, security agreements, financing statements,
continuation statements and assignments of rents or leases) and promptly do
such further acts as may be reasonably necessary, desirable or proper to carry
out more effectively the purposes of this Mortgage and to subject to the liens
and security interests hereof any property intended by the terms hereof to be
encumbered hereby, including, but not limited to, any renewals, additions,
substitutions, replacements or appurtenances to the Mortgaged Property; and (c) promptly
execute, acknowledge, deliver, procure and record or file any document or
instrument (including specifically any financing statement) deemed advisable by
the Mortgagee to protect, continue or perfect the liens or the security
interests hereunder against the rights or interests of third persons.


 


6.08  Partial Invalidity.  If any of the provisions of this Mortgage or
the application thereof to any person, party or circumstances shall to any
extent be invalid or unenforceable, the remainder of this Mortgage, or the application
of such provision or provisions to persons, parties or circumstances other than
those as to whom or which it is held invalid or unenforceable, shall not be
affected thereby, and every provision of this Mortgage shall be valid and
enforceable to the fullest extent permitted by law.


 


6.09  Partial Releases.  No release from the lien of this Mortgage of
any part of the Mortgaged Property by the Mortgagee shall in any way alter,
vary or diminish the force or effect of this Mortgage on the balance of the
Mortgaged Property or the priority of the lien of this Mortgage on the balance
of the Mortgaged Property.


 


6.10  Priority.  This Mortgage is intended to and shall be
valid and have priority over all subsequent Liens and encumbrances on the
Mortgaged Property and Secured Property, including statutory Liens, excepting
solely (i) taxes and assessments levied on the real estate to the extent
of the maximum amount secured hereby and (ii) Permitted Liens related
thereto.


 













 


6.11  Covenants Running with
the Land.  All
Obligations are intended by the Mortgagor and the Mortgagee to be, and shall be
construed as, covenants running with the Mortgaged Property.  As used herein, the “Mortgagor” shall
refer to the party named in the first paragraph of this Mortgage and to any
subsequent owner of all or any portion of the Mortgaged Property.  All persons who may have or acquire an
interest in the Mortgaged Property shall be deemed to have notice of, and be
bound by, the terms of the Credit Agreement and the other Financing Documents;
provided, however, that no such party shall be entitled to any rights
thereunder without prior written consent of the Mortgagee.


 


6.12  Successors and Assigns.  This Mortgage shall be binding upon and inure
to the benefit of the Mortgagee and the Mortgagor and their respective
successors and assigns.  Except as
otherwise permitted by Credit Agreement, the Mortgagor shall not assign any
rights, duties or obligations hereunder.


 


6.13  Purpose of Loans.  The Mortgagor hereby represents and agrees
that the Loans secured by this Mortgage are being obtained for business or
commercial purposes, and the proceeds thereof will not be used for personal,
family, residential, household or agricultural purposes.


 


6.14  No Joint Venture or
Partnership. 
The relationship created hereunder and under the other Financing
Documents is that of creditor/debtor. 
The Mortgagee does not owe any fiduciary or special obligation to the
Mortgagor and/or any of the Mortgagor’s officers, partners, agents, or
representatives. Nothing herein or in any other Financing Document is intended
to create a joint venture, partnership, tenancy-in-common or joint tenancy
relationship between the Mortgagor and the Mortgagee.


 


6.15  The Mortgagee as Agent
for Secured Creditors. 
It is expressly understood and agreed that the rights and obligations of
the Mortgagee as holder of this Mortgage and as Collateral Agent for the
Secured Creditors and otherwise under this Mortgage are only those expressly
set forth in this Mortgage and in Section 10 of the Credit Agreement.  The Mortgagee shall act hereunder pursuant to
the terms and conditions set forth herein and in Section 10 of the Credit
Agreement.


 


6.16  Full Recourse.  This Mortgage is made with full recourse to
the Mortgagor and to all assets of the Mortgagor, including the Mortgaged
Property and the Secured Property and pursuant to and upon all the warranties,
representations, covenants and agreements on the part of the Mortgagor
contained herein and in the Financing Documents and otherwise in writing in
connection herewith or therewith.  Notwithstanding the foregoing,
the Mortgagee agrees that (a) in an action to collect any amounts due
under, or otherwise in respect of this Mortgage, no shareholder, officer,
director, agent, or representative of the Mortgagor (collectively referred to
in this Section 6.16 as “persons”) will be personally liable for
any amounts due or any other liability under this Mortgage, and no deficiency
or personal judgment will be sought against such persons for payment of the
Obligations secured by this Mortgage and (b) no property or assets of any
such persons shall be sold, levied upon or otherwise used to satisfy any
judgment rendered in connection with any action brought with respect to this
Mortgage, provided, however, that in no event shall the foregoing
provisions of this sentence be deemed to release any such persons from
liability under this Mortgage for any fraudulent action taken by such persons
or for any intentional material misrepresentation made by such persons.


 













 


6.17  Reduction of Secured
Amount.  In the
event that the maximum principal amount secured by this Mortgage is less than
the aggregate Obligations then the amount secured hereby shall be reduced only
by the last and final sums that the Mortgagor repays with respect to the
Obligations and shall not be reduced by 
any intervening repayments of the Obligations.  So long as the balance of the Obligations
exceeds the amount secured hereby, any payments of the Obligations shall not be
deemed to be applied against, or to reduce, the portion of the Obligations
secured by this Mortgage.


 


6.18  Acknowledgment of
Receipt.  The
Mortgagor hereby declares and acknowledges that it has received a true copy of
this Mortgage.


 


6.19  Release Upon Full
Payment.  Following
the Termination Date (as hereinafter defined), this Mortgage shall be released
of record, and the Mortgagee, at the request and expense of the Mortgagor, will
promptly execute and deliver to the Mortgagor (without recourse and without
representation or warranty of any kind) a proper instrument or instruments
acknowledging the satisfaction and termination of this Mortgage or, at
Mortgagor’s request, assign (without recourse and without representation or
warranty of any kind, other than a representation that the Mortgagee has not
assigned its interest in this Mortgage as of such date) this Mortgage;
provided, however, that all indemnities set forth in Section 4.10 shall
survive such termination.  As used
herein, the “Termination Date” shall mean the date upon which the Total
Commitment under the Credit Agreement has been terminated, all Interest Rate
Agreements entered into with any Other Creditor have been terminated, no Note
under the Credit Agreement is outstanding, all Loans have been repaid in full,
all Letters of Credit issued under the Credit Agreement have been terminated
and all Obligations then due and payable have been paid in full.  In addition, this Mortgage shall be wholly or
partially released of record or assigned as provided herein, as appropriate, in
the event of a sale or other transfer of all or a portion of the Mortgaged
Property specifically permitted pursuant to the Credit Agreement (a “Permitted
Release”).  The Mortgagee, upon
written request of the Mortgagor, accompanied by all documentation (including
but not limited to an Officer’s Certificate) required under the Credit
Agreement demonstrating due compliance with the terms and conditions of the
Credit Agreement, shall, at the expense of the Mortgagor, promptly execute and
deliver to the Mortgagor (without recourse and without representation or
warranty of any kind) a proper instrument or instruments evidencing the
Permitted Release; but provided in the case of total release that the
indemnities set forth in Section 4.10 shall survive the release of this
Mortgage.


 


6.20  Time of the Essence.  Time is of the essence with respect to the
obligations of the Mortgagor under this Mortgage.


 


6.21  The Mortgagee’s Powers.  Without affecting the liability of any other
Person liable for the payment and performance of the Obligations and without
affecting the Lien of this Mortgage in any way, the Mortgagee may, from time to
time, regardless of consideration and without notice to or consent by the
holder of any subordinate Lien, right, title or interest in or to the Mortgaged
Property, (a) release any Persons liable for the Obligations, (b) extend
the maturity of, increase or otherwise alter any of the terms of the
Obligations, (c) modify the interest rate payable on the principal balance
of the Obligations, (d) release or reconvey, or cause to be released or
reconveyed all or any portion of the Mortgaged Property, or (e) take or
release any other or additional security for the Obligations.


 













 


6.22  Rules of Usage.  The following rules of usage shall apply
to this Mortgage unless otherwise required by the context:


 


1.             Singular words shall connote the
plural as well as the singular, and vice versa, as may be appropriate.


 


2.             The words “herein”, “hereof” and “hereunder”
and words of similar import appearing in this Mortgage shall be construed to
refer to such document as a whole and not to any particular section, paragraph
or other subpart thereof unless expressly so stated.


 


3.             References to any Person shall
include such Person and its successors and permitted assigns.


 


4.             Each of the parties hereto and
their counsel have reviewed and revised, or requested revisions to, this
Mortgage, and the usual rule of construction that any ambiguities are to
be resolved against the drafting party shall be inapplicable in the
construction and interpretation of such documents and any amendments or
exhibits thereto.


 


5.             Unless an express provision
requires otherwise, each reference to “the Mortgaged Property” shall be
deemed a reference to “the Mortgaged Property or any part thereof”, and each
reference to “Secured Property” shall be deemed a reference to “the
Secured Property or any part thereof.”


 


6.23  No Off-Set.  All sums payable by the Mortgagor shall be
paid without counterclaim, other compulsory counterclaims, set-off or deduction
and without abatement, suspension, deferment, diminution or reduction, and the
Obligations shall in no way be released, discharged or otherwise affected
(except as expressly provided herein) by reason of: (i) any damage or any
condemnation of the Mortgaged Property or any part thereof; (ii) any title
defect or encumbrance or any eviction from the Mortgaged Property or any part
thereof by title paramount or otherwise; or (iii) any bankruptcy,
insolvency, reorganization, composition, adjustment, dissolution, liquidation
or other like proceeding relating to the Mortgagee or the Mortgagor, or any
action taken with respect to this Mortgage by any agent or receiver of the
Mortgagee. The Mortgagor waives, to the extent permitted by law, all rights now
or hereafter conferred by statute or otherwise to any abatement, suspension,
deferment, diminution or reduction of any of the Obligations.


 


6.24  Consent to Jurisdiction
and Service of Process; Waiver of Jury Trial.


 


(a) 
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS MORTGAGE OR ANY OTHER
FINANCING 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 MORTGAGE, THE MORTGAGOR HEREBY IRREVOCABLY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS.  THE MORTGAGOR HEREBY FURTHER IRREVOCABLY
WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK JURISDICTION OVER THE MORTGAGOR, AND
AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION OR PROCEEDING


 













 


WITH RESPECT TO THIS MORTGAGE OR ANY OTHER FINANCING
DOCUMENT BROUGHT IN ANY OF THE AFORESAID COURTS THAT ANY SUCH COURT LACKS
JURISDICTION OVER THE MORTGAGOR.  THE
MORTGAGOR 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 THE
MORTGAGOR AT ITS ADDRESS FOR NOTICES PURSUANT TO SECTION 6.03 HEREOF, SUCH
SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.  THE MORTGAGOR 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 COMMENCED HEREUNDER OR ANY
OTHER FINANCING DOCUMENT THAT SUCH SERVICE OF PROCESS WAS IN ANY WAY INVALID OR
INEFFECTIVE.  NOTHING HEREIN SHALL AFFECT
THE RIGHT OF THE MORTGAGEE OR ANY SECURED CREDITOR TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR TO COMMENCE 
LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE MORTGAGOR IN ANY
OTHER JURISDICTION (INCLUDING THE JURISDICTION IN WHICH THE MORTGAGED PROPERTY
IS LOCATED).


 


(b)           THE MORTGAGOR 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 MORTGAGE OR ANY OTHER FINANCING DOCUMENT BROUGHT IN THE
COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY, TO
THE EXTENT PERMITTED BY APPLICABLE LAW, 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)           THE MORTGAGOR HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS MORTGAGE, THE OTHER FINANCING DOCUMENTS OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 


6.25  Future Advances.  This Mortgage is given to secure the
Mortgagor’s obligations under, or in respect of, the Financing Documents to
which the Mortgagor is “party” and shall secure not only obligations with
respect to presently existing indebtedness under the foregoing documents and
agreements but also any and all other indebtedness or which may hereafter be
owing by the Mortgagor to the Secured Creditors under the Financing Documents,
however incurred, whether interest, discount or otherwise, and whether the same
shall be deferred, accrued or capitalized, including future advances and
re-advances, pursuant to the Credit Agreement or the other Financing Documents,
whether such advances are obligatory or to be made at the option of the Secured
Creditors, or otherwise, to the same extent as if such future advances were
made on the date of the execution of this Mortgage.  The lien of this Mortgage shall be valid as
to all indebtedness secured hereby, including future advances, from the time of
its filing for record in the recorder’s office of the county in which the
Mortgaged Property is located.  This
Mortgage is intended to and shall be valid and have priority over all
subsequent liens and encumbrances on the Mortgaged Property and Secured
Property, including statutory liens, excepting solely (i) taxes and assessments
levied on the real estate to the extent of the


 













 


maximum amount secured hereby
and (ii) Permitted Liens related hereto. 
Although this Mortgage is given to secure all future advances made by
the Mortgagee and the other Secured Creditors to or for the benefit of the
Mortgagor or the Mortgaged Property, whether obligatory or optional, the
Mortgagor and the Mortgagee hereby acknowledge and agree that the Mortgagee and
the other Secured Creditors are obligated by the terms of the Financing
Documents to make certain future advances, including advances of a revolving
nature, subject to the fulfillment of the relevant conditions set forth in the
Financing Documents.


 


6.26  Addendum.  The terms and conditions set forth in the
Addendum attached to this Mortgage are made an integral part hereof and are
incorporated in this Mortgage by reference.


 


*          
*           *


 













 


IN
WITNESS WHEREOF, the Mortgagor has caused this Mortgage to be duly executed and
delivered as of the day and year first above written.


 


	
   

  	
  WILLIAMS SCOTSMAN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name (print):

  
	
   

  	
   

  	
  Title (print):

  



 













 


STATE OF _______________)


ss.:


COUNTY OF _____________)


 


On
this the ___ day of March, 2002, before me personally appeared
___________________, who acknowledged himself to be the __________________ of
Williams Scotsman, Inc., a Maryland corporation, and that he, as such
officer of Williams Scotsman, Inc. being authorized to do so, executed the
foregoing instrument for the purposes therein contained by signing the name of
the corporation by himself as such officer on behalf of and as the act and deed
of Williams Scotsman, Inc.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and official seal.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  NOTARY PUBLIC

  
	
   

  	
  State of

  	
   

  	
   

  
	
   

  	
  My Commission Expires:

  
					



 


[SEAL]


 


[revise as
necessary to address state specific requirements]


 













 


EXHIBIT A


 


DESCRIPTION OF
LAND


 


 













 


TABLE OF CONTENTS


 


	
  ARTICLE I
  REPRESENTATIONS, WARRANTIES, COVENANTS AND

  AGREEMENTS OF THE MORTGAGOR

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.01

  	
   

  	
  Title to the Mortgaged
  Property

  	
  6

  
	
   

  	
  1.02

  	
   

  	
  Compliance with Law

  	
  6

  
	
   

  	
  1.03

  	
   

  	
  Payment and Performance of
  Obligations

  	
  7

  
	
   

  	
  1.04

  	
   

  	
  Maintenance, Repair,
  Alterations, Etc

  	
  7

  
	
   

  	
  1.05

  	
   

  	
  Required Insurance; Use of
  Proceeds

  	
  7

  
	
   

  	
  1.06

  	
   

  	
  Preservation of Property

  	
  8

  
	
   

  	
  1.07

  	
   

  	
  Condemnation

  	
  8

  
	
   

  	
  1.08

  	
   

  	
  Inspections

  	
  8

  
	
   

  	
  1.09

  	
   

  	
  Transfers

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II
  SECURITY AGREEMENT

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.01

  	
   

  	
  Grant of Security;
  Incorporation by Reference.

  	
  9

  
	
   

  	
  2.02

  	
   

  	
  Fixture Filing and Financing
  Statements.

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III ASSIGNMENT OF LEASES, RENTS AND
  PROFITS

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.01

  	
   

  	
  Assignment

  	
  10

  
	
   

  	
  3.02

  	
   

  	
  Revocable License; Agent

  	
  11

  
	
   

  	
  3.03

  	
   

  	
  Rents

  	
  11

  
	
   

  	
  3.04

  	
   

  	
  Sale of Mortgaged Property

  	
  11

  
	
   

  	
  3.05

  	
   

  	
  Bankruptcy Provisions

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV
  EVENTS OF DEFAULT AND REMEDIES

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.01

  	
   

  	
  Events of Default

  	
  12

  
	
   

  	
  4.02

  	
   

  	
  Remedies Upon Default

  	
  12

  
	
   

  	
  4.03

  	
   

  	
  Right of Foreclosure

  	
  13

  
	
   

  	
  4.04

  	
   

  	
  Application of Proceeds

  	
  14

  
	
   

  	
  4.05

  	
   

  	
  Appointment of Receiver

  	
  14

  
	
   

  	
  4.06

  	
   

  	
  Exercise of Rights and
  Remedies

  	
  15

  
	
   

  	
  4.07

  	
   

  	
  Remedies Not Exclusive

  	
  15

  
	
   

  	
  4.08

  	
   

  	
  WAIVER OF REDEMPTION,
  NOTICE, MARSHALLING, ETC

  	
  15

  
	
   

  	
  4.09

  	
   

  	
  Expenses of Enforcement

  	
  16

  
	
   

  	
  4.10

  	
   

  	
  Indemnity

  	
  17

  
	
   

  	
  4.11

  	
   

  	
  Indemnity Obligations
  Secured by Mortgaged Property; Survival

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V
  ADDITIONAL COLLATERAL

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.01

  	
   

  	
  Additional Collateral

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI
  MISCELLANEOUS

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.01

  	
   

  	
  Governing Law

  	
  19

  
	
   

  	
  6.02

  	
   

  	
  Limitation on Interest

  	
  19

  
	
   

  	
  6.03

  	
   

  	
  Notices

  	
  19

  



 













 


 


	
   

  	
  6.04

  	
   

  	
  Captions

  	
  20

  
	
   

  	
  6.05

  	
   

  	
  Amendment

  	
  20

  
	
   

  	
  6.06

  	
   

  	
  Obligations Absolute

  	
  20

  
	
   

  	
  6.07

  	
   

  	
  Further Assurances

  	
  20

  
	
   

  	
  6.08

  	
   

  	
  Partial Invalidity

  	
  20

  
	
   

  	
  6.09

  	
   

  	
  Partial Releases

  	
  20

  
	
   

  	
  6.10

  	
   

  	
  Priority

  	
  20

  
	
   

  	
  6.11

  	
   

  	
  Covenants Running with the
  Land

  	
  21

  
	
   

  	
  6.12

  	
   

  	
  Successors and Assigns

  	
  21

  
	
   

  	
  6.13

  	
   

  	
  Purpose of Loans

  	
  21

  
	
   

  	
  6.14

  	
   

  	
  No Joint Venture or
  Partnership

  	
  21

  
	
   

  	
  6.15

  	
   

  	
  The Mortgagee as Agent for
  Secured Creditors

  	
  21

  
	
   

  	
  6.16

  	
   

  	
  Full Recourse

  	
  21

  
	
   

  	
  6.17

  	
   

  	
  Reduction of Secured Amount

  	
  22

  
	
   

  	
  6.18

  	
   

  	
  Acknowledgment of Receipt

  	
  22

  
	
   

  	
  6.19

  	
   

  	
  Release Upon Full Payment

  	
  22

  
	
   

  	
  6.20

  	
   

  	
  Time of the Essence

  	
  22

  
	
   

  	
  6.21

  	
   

  	
  The Mortgagee’s Powers

  	
  22

  
	
   

  	
  6.22

  	
   

  	
  Rules of Usage

  	
  23

  
	
   

  	
  6.23

  	
   

  	
  No Off-Set

  	
  23

  
	
   

  	
  6.24

  	
   

  	
  Consent to Jurisdiction and
  Service of Process; Waiver of Jury Trial.

  	
  23

  
	
   

  	
  6.25

  	
   

  	
  Future Advances

  	
  24

  
	
   

  	
  6.26

  	
   

  	
  Addendum

  	
  25

  



 


 













 


EXHIBIT L


 


 


[Property - Document to be revised


according to laws and regulations


where property is located]


 


 


DEUTSCHE BANK TRUST COMPANY AMERICAS, AS COLLATERAL AGENT


ASSIGNOR


 


to


 


BANK OF AMERICA, N.A., AS COLLATERAL AGENT


ASSIGNEE


 


___________________________________________________________________________


FORM OF ASSIGNMENT OF MORTGAGE


___________________________________________________________________________


 


Dated:    As of June 28, 2005


 


This
document was prepared by


and
when recorded return to:


 


Victoria
Manthas, Esq.


Kaye
Scholer LLP


425
Park Avenue


New
York, New York 10022


 













 


ASSIGNMENT OF MORTGAGE


 


 


DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral
Agent (“Assignor”), in consideration of Ten Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, does hereby assign unto BANK OF AMERICA, N.A., as Collateral Agent,
having an address at 335 Madison Avenue, New York, New York 10017 (“Assignee”) that certain mortgage more
particularly described on Schedule A attached hereto and made a
part hereof (the “Mortgage”)
together with the indebtedness secured thereby.


 


TO
HAVE AND TO HOLD the same unto Assignee, its successors and assigns forever.


 


This
Assignment of Mortgage is made without recourse to, and without any
representation or warranty by, Assignor, except (x) as specifically set forth
in that certain Assignment and Assumption Agreement dated as of June 28,
2005 among Assignor, as administrative agent, payments administrator and
collateral agent, Assignee, certain lenders named therein, Williams Scotsman, Inc.
and Williams Scotsman International, Inc. and (y) Assignor hereby
represents and warrants to Assignee that Assignor owns the Mortgage free and
clear of all liens and encumbrances and has full right and power to make this
assignment.


 


IN
WITNESS WHEREOF, Assignor has duly executed this Assignment of Mortgage as of
the 28th day of June, 2005 .


 


[SPACE INTENTIONALLY LEFT BLANK]


 


 













 


 


	
  WITNESS:

  	
  DEUTSCHE
  BANK TRUST COMPANY

  
	
   

  	
  AMERICAS,
  as Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Permanent
  Real Estate Index Number(s): [_____________]

  	
   

  
	
   

  	
   

  
	
  Address
  of Real Estate:

  	
   

  
	
  [_____________________________]

  	
   

  
						



 


 


3













 


	
  STATE
  OF ____________

  	
  )

  
	
   

  	
  :
  ss.

  
	
  COUNTY
  OF __________

  	
  )

  



 


On
this ____ day of June, 2005, before me personally appeared ___________________,
and ___________________, who acknowledged themselves to be the
___________________ and the ____________________, respectively, of Deutsche
Bank Trust Company Americas, and that they, as such officers of Deutsche Bank
Trust Company Americas, being authorized to do so, executed the foregoing
instrument for the purposes therein contained by signing the name of the corporation
by themselves as such officers on behalf of and as the act and deed of Deutsche
Bank Trust Company Americas, as Collateral Agent.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and official seal.


 


	
   

  	
  _____________________________

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
   

  	
  State
  of __________

  
	
   

  	
  My Commission Expires:_________

  



 


[SEAL]


 


 


4













 


SCHEDULE A


 


DESCRIPTION OF MORTGAGE


 


AMENDED
AND RESTATED MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES, RENTS AND
PROFITS, FINANCING STATEMENT AND FIXTURE FILING MADE AS OF MARCH 26, 2002,
AND AMENDED AND RESTATED AS OF OCTOBER 15, 2003 BY WILLIAMS SCOTSMAN,
INC., A MARYLAND CORPORATION, TO DEUTSCHE BANK TRUST COMPANY AMERICAS, AS
COLLATERAL AGENT, AND RECORDED ON ___________ IN THE _____________________, AS
DOCUMENT NO. ____________.


 


 


5













 


EXHIBIT L


 


[Property - Document to be revised


according to laws and regulations


where
property is located]


 


 




FORM OF
MORTGAGE MODIFICATION AGREEMENT


 


BETWEEN


 


WILLIAMS SCOTSMAN,
INC., AS MORTGAGOR


 


AND


 


BANK OF AMERICA,
N.A., AS COLLATERAL AGENT, AS MORTGAGEE





 


 


Dated:    As of June 28,
2005


 


This document was prepared by

and when recorded return to:


 


Victoria Manthas, Esq.

Kaye Scholer LLP

425 Park Avenue

New York, New York 10022


 













 


 


EXHIBIT L


 


 


MORTGAGE MODIFICATION AGREEMENT


 


THIS MORTGAGE MODIFICATION AGREEMENT (this “Agreement”)
made as of June 28, 2005, between WILLIAMS
SCOTSMAN, INC., a Maryland corporation having an address at
8211 Town Center Drive, Baltimore, Maryland 21236 (“Mortgagor”), and BANK OF AMERICA, N.A. (“BofA”), as
collateral agent, having an address at 335 Madison Avenue, New York, New
York 10017 (“Mortgagee”).


 


W I T N E S S E T
H


 


WHEREAS, Mortgagee is the present owner and holder of
that certain mortgage more particularly described in SCHEDULE B annexed
hereto (the “Mortgage”) which encumbers the fee interest of Mortgagor in the
premises described on SCHEDULE A annexed hereto, which Mortgage previously
secured certain obligations of Mortgagor under (i) a certain Credit
Agreement dated as of March 26, 2002 among Mortgagor, Williams Scotsman
International, Inc. (formerly known as Scotsman Holdings, Inc.) (“Holdings”),
the lenders party thereto, Fleet Capital Corporation and Congress Financial
Corporation, as co-syndication agents, BofA and GMAC Business Credit, LLC, as
co-documentation agents, Deutsche Banc Alex Brown Inc., as sole lead arranger
and sole book manager, and Deutsche Bank Trust Company Americas (formerly known
as Bankers Trust Company) (“DBTCA”), as administrative agent (as amended
through but excluding June 28, 2005, the “Existing Credit Agreement”), (ii) one
or more Interest Rate Agreements (as defined in the Mortgage) and (iii) the
Senior Secured Notes Documents (as defined in the Mortgage);


 


WHEREAS, pursuant to that certain Assignment and
Assumption Agreement dated as of June 28, 2005 among Mortgagor, Holdings,
BofA, DBTCA, individually and as administrative agent, payments administrator
and collateral agent, and the other lenders party to the Existing Credit
Agreement, among other things, (i) BofA and DBTCA purchased the right,
title and interest of the other lenders party to the Existing Credit Agreement
in, to and under the Existing Credit Agreement and (ii) DBTCA, as
collateral agent, assigned its right, title and interest in, to and under the
Collateral Documents (as defined in the Existing Credit Agreement) (including,
without limitation, in, to and under the Mortgage) to the Mortgagee;


 


WHEREAS, the Existing Credit Agreement has been
amended and restated in its entirety pursuant to that certain Amended and
Restated Credit Agreement dated as of June 28, 2005 among Mortgagor,
Holdings, the lenders party thereto, BofA, as administrative agent, DBTCA, as
syndication agent, Banc of America Securities LLC and Deutsche Bank Securities
Inc., as co-lead arrangers and joint book runners, and Citicorp USA, Inc.,
Wells Fargo Bank, N.A. and Lehman Commercial Paper Inc., as co-documentation
agents (as amended, modified, extended, renewed, replaced, restated or
supplemented from time to time, and including any agreement 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, whether or not with the same agent,
trustee, representative, lenders or holders, the “Amended and Restated Credit
Agreement”); and


 


WHEREAS, it has been agreed by and between Mortgagor
and Mortgagee that the Mortgage be modified in the manner set forth below.


 


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


 


1.                                       Mortgagor agrees and acknowledges that the
Mortgage is in full force and effect, there have been no amendments or
modifications thereto and there are no defaults thereunder.


 


2.                                       The Mortgage is hereby modified in the following
respects:


 


a.                                       Certain
Definitions.  For all purposes in the
Mortgage:


 


i.                                          Bank
of America, N.A., as collateral agent, shall be the Mortgagee and Bank of
America, N.A., as administrative agent, shall be the Administrative Agent, in
each instance as the successor to DBTCA and DBTCA shall no longer be the
Mortgagee or the Administrative Agent;


 


ii.                                       “Credit
Agreement” shall mean the Amended and Restated Credit Agreement;


 


iii.                                    “Lenders”
shall mean those banks and other financial institutions from time to time party
to the Amended and Restated Credit Agreement; and


 


iv.                                   “U.S.
Security Agreement” shall mean the Amended and Restated U.S. Security
Agreement, dated as of March 26, 2002 and amended and restated as of August 18,
2003 and amended and restated as of June 28, 2005, by and among the
Mortgagee, each Credit Party and the Senior Secured Notes Trustee, as same may
be amended, modified, supplemented, amended and restated or replaced from time
to time in accordance with the terms thereof.


 


b.                                      The
address for the Mortgagee in the preamble to the Mortgage shall be 335 Madison
Avenue, New York, New York 10017.


 


c.                                       References
to Deutsche Bank Trust Company Americas, DBTCA or BTCo in the second WHEREAS
clause of the recitals of the Mortgage shall instead be references to Bank of
America, N.A.


 


d.                                      The
last WHEREAS clause of the recitals of the Mortgage shall be amended as
follows: (1) the word “and” at the end of clause (vi) thereof is
deleted, (2) the words “clauses (i) through (v) above” in clause
(viii) thereof are deleted and the words “clauses (i) through (vii) above”
shall be substituted therefor and (3) the words “all such obligations,
liabilities, sums and expenses set forth in clauses


 













 


 


(i) through
(vi) above” at the end thereof are deleted and the words “all such
obligations, liabilities, sums and expenses set forth in clauses (i) through
(viii) above” shall be substituted therefor.


 


e.                                       The
“PROVIDED, HOWEVER” clause immediately above Article 1 of the Mortgage is
amended by adding the words “and the Termination Date shall have occurred”
immediately after the words “shall have been paid in cash and performed in full”.


 


f.                                         Section 1.14 
is hereby deleted in its entirety and superseded by:


 


“1.14       Maturity
Date.  The last stated maturity date
of the Obligations secured hereby is June 28, 2010.”


 


g.                                      Section 6.03 is
hereby amended to substitute the following in lieu of the existing notice
address for Mortgagee:


 


“Bank of
America, N.A., 335 Madison Avenue, New York, New York 10017, Attention:  Business Capital/URGENT, facsimile:  (212) 503-7330”


 


h.                                      Section 6.16
of the Mortgage is amended by (i) adding a “(i)” immediately before the
words “be deemed to release” in the proviso at the end of the second sentence
thereof and (ii) adding the following language to the end of the second
sentence thereof immediately prior to the period:  “or (ii) release or otherwise affect (x)
any liabilities or obligations of any such person under any guaranty entered
into by any such person of all or any of the Obligations or (y) any collateral
security for any such guaranty”


 


3.                                       Except as modified hereby, the Mortgage shall
remain unchanged and in full force and effect.


 


4.                                       This
Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument.


 













 


IN WITNESS WHEREOF, this Agreement has been
duly executed by the parties hereto on the date first written above.


 


	
   

  	
  MORTGAGOR:

  
	
   

  	
   

  
	
  Witness:

  	
  WILLIAMS SCOTSMAN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MORTGAGEE:

  
	
   

  	
   

  
	
  Witness:

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as collateral agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Permanent Real Estate Index Number:
  [_______________________]

  
	
   

  	
   

  
	
  Address of Real Estate:

  	
   

  
	
  [__________________________________________]

  	
   

  



 


 


	
   

  	
  Acknowledged by:

  
	
   

  	
   

  
	
  WITNESS:

  	
  U.S. Bank National
  Association,

  as Senior Secured Notes Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
  _____________________________

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 













 


EXHIBIT L


	
  STATE OF
  ________________

  	
  )

  
	
   

  	
  :ss.

  
	
  COUNTY OF
  ______________

  	
  )

  



 


BEFORE ME, a Notary Public, in and for said county and
state personally appeared the above named WILLIAMS SCOTSMAN, INC., a Maryland
corporation, by __________________, its ___________________ who acknowledged
that he did sign the foregoing instrument and that the same is his free act and
deed and the free act and deed of said corporation.


 


IN WITNESS WHEREOF, I have hereunto set my hand and
official seal at ___________________________, ___________________ this ____ day
of July, 2005.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary Public

  	
   

  



 


 













 


	
  STATE OF NEW YORK

  	
  )

  
	
   

  	
  :  ss.

  
	
  COUNTY OF NEW YORK

  	
  )

  



 


BEFORE ME, a Notary Public, in and for said county and
state personally appeared the above named BANK OF AMERICA, N.A., as Collateral
Agent, a national banking association, by _____________________, its
_____________________ who acknowledged that he did sign the foregoing
instrument and that the same is his free act and deed and the free act and deed
of said national banking association.


 


IN WITNESS WHEREOF, I have hereunto set my hand and
official seal at New York, New York this ____ day of July, 2005.


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary Public

  	
   

  



 













 


	
  STATE OF
  _______________

  	
  )

  
	
                                                  :

  	
  ss.

  
	
  COUNTY OF _____________

  	
  )

  



 


BEFORE ME, a Notary Public, in and for said county and
state personally appeared the above named U.S. BANK NATIONAL ASSOCIATION, as
Senior Secured Notes Trustee, a national banking association, by
__________________, its _____________________ who acknowledged that he did sign
the foregoing instrument and that the same is his free act and deed and the
free act and deed of said national banking association.


 


IN WITNESS WHEREOF, I have hereunto set my hand and
official seal at ______________, _____________ this ____ day of July, 2005.


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary Public

  	
   

  



 













 


 


SCHEDULE A:  PREMISES


 













 


SCHEDULE B:  MORTGAGE


 


Amended and Restated Mortgage, Security Agreement,
Assignment of Leases, Rents and Profits, Financing Statement and Fixture
Filing, dated as of March 26, 2002, and amended and restated as of October 15,
2003, by Williams Scotsman, Inc., a Maryland corporation, to Deutsche Bank
Trust Company Americas, as Collateral Agent, and recorded on _________________
as Document No. ___________________.


 


As such Mortgage was assigned from Deutsche Bank Trust
Company Americas, as Collateral Agent, as Assignor, to Bank of America, N.A.,
as Collateral Agent, as Assignee, by Assignment of Mortgage dated as of June 28,
2005 and submitted for recording immediately prior hereto.


 













 


EXHIBIT
M


 


FORM OF AMENDED AND RESTATED
CUSTODIAN AGREEMENT


 


THIS AMENDED AND RESTATED CUSTODIAN AGREEMENT
(this “Custodian Agreement”), dated as of March 26, 2002 and
amended and restated as of August 18, 2003, and further amended and
restated as of June 28, 2005, by and among BANK OF AMERICA, N.A., acting
in its capacity as Administrative Agent under the Credit Agreement (as defined
herein) and as Collateral Agent pursuant to the Collateral Documents (as
defined in the Credit Agreement) for the benefit of the lenders thereunder and
the other Secured Creditors as defined in the Credit Agreement, WILLIAMS
SCOTSMAN, INC., a Maryland corporation, SPACE MASTER INTERNATIONAL INC., a
Georgia corporation, WILLSCOT EQUIPMENT, LLC, a Delaware limited liability company,
TRUCK & TRAILER SALES, INC., a Missouri corporation, EVERGREEN MOBILE
COMPANY, a Washington corporation, as Companies hereunder, and MAYNARD BECKER,
a resident of the State of Pennsylvania and DONNA FINNERTY, a resident of the
State of Maryland, as Custodians hereunder. 
Capitalized terms used herein and which are defined in Section 1
hereof are used herein as therein defined.


 


W I T N E S S E T
H:


 


WHEREAS, in the ordinary course of business,
each Company buys, sells and leases various mobile structures consisting of
mobile office units and modular structures (the “Units” as hereinafter
further defined) and upon its purchase of each of the Units, in the ordinary
course of its business, each Company receives a manufacturer’s statement or
certificate of origin (“MSOs”) with respect to such Unit;


 


WHEREAS, as to certain Units each Company may
from time to time receive or arrange for the issuance of Certificates of Title
(as defined below);


 


WHEREAS, in the ordinary course of business,
each Company enters or may enter into written agreements for the lease or
rental of Units to each other or to third parties (the “Leases” as
hereinafter further defined);


 


WHEREAS, the Borrower has entered into
financing arrangements with (i) BofA pursuant to which the lenders under
the Credit Agreement will, upon certain terms and conditions, make loans and
provide other financial accommodations to Borrower and (ii) the Senior
Secured Notes Trustee pursuant to the Senior Secured Notes Indenture, providing
for the issuance by the Borrower of the Senior Secured Notes, in each case
secured by substantially all of the assets and properties of the Companies,
including, but not limited to, the Units; and


 


WHEREAS, under the terms of the financing
arrangements of Borrower with BofA, each Company is required to deliver the
MSOs, the Certificates of Title and the Leases to the Custodians for the
Custodians to hold on behalf of BofA (for the benefit of the Secured
Creditors);


 


WHEREAS, BofA, each Company and the
Custodians desire to set forth their respective rights, obligations and
responsibilities in connection with such arrangements;


 













 


 


NOW, THEREFORE, in consideration of the
mutual benefits accruing hereunder and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto
do hereby agree as follows:


 


1.             DEFINITIONS


 


As used above and in this Custodian
Agreement, the following terms shall have the meanings ascribed to them below:


 


1.1           “BofA” means Bank of America, N.A., and its successors
and assigns, acting in its capacity as Administrative Agent under the Credit
Agreement and as Collateral Agent under the Credit Documents and for the
benefit of the Lenders thereunder and the other Secured Creditors, as defined
therein.  As appropriate, references
herein to BofA shall include any sub-collateral agents or co-collateral agents
(other than the Custodians) appointed by BofA pursuant to Section 10.11 of
the Credit Agreement and shall include, without limitation, each of DBTCA and
BTCC acting as sub-collateral agent as contemplated by Section 10.15 of
the U.S. Security Agreement (as defined in the Credit Agreement).


 


1.2           “BofA Agreements” shall mean, collectively, (a) the
Credit Agreement, (b) each Interest Rate Agreement (as defined in the
Credit Agreement or any of the various related Credit Documents) at any time
secured pursuant to any of the Credit Documents, (c) each Senior Secured
Notes Document under which the obligations of the Companies party thereto are
secured pursuant to the U.S. Security Agreement and (d) each guaranty,
security agreement, pledge agreement, mortgage or other Collateral Document (as
defined in the Credit Agreement) or other Credit Document from time to time
entered into pursuant to, or in connection with, any of the Credit Agreement,
the Interest Rate Agreements or the Senior Secured Notes Documents.


 


1.3           “Borrower” shall mean Williams Scotsman, Inc., a
Maryland corporation and its successors and assigns, including, without
limitation, a receiver, trustee or debtor-in-possession on behalf of Williams
Scotsman, Inc. or on behalf of any such successor or assign.


 


1.4           “BTCC” shall mean BT Commercial Corporation (and
shall include any successor thereto), acting as sub-collateral agent as
contemplated by the Credit Agreement or any other Credit Document.


 


1.5           “Certificate of Title” shall mean any and all
certificates of title, certificates of ownership and any other registration
certificates at any time issued under the laws of any State of the United
States of America, or any political subdivision or instrumentality of such
State, for any of the Units at any time owned or leased by any Company.


 


1.6           “Collateral Instruments” shall mean, individually and
collectively, (a) Certificates of Title, (b) any and all manufacturer’s
statements of origin, manufacturer’s certificates of origin and other
certificates, statements, bills of sale or other evidence of the transfer to or
ownership of any Company of any Units at any time and from time to time, and (c) any
and all Leases.


 


1.7           “Companies” shall mean and include the Borrower, SMI,
the Unit Subsidiary, T&T and Evergreen, as well as any entity which becomes
a “Company” hereunder


 


2













 


after the date
hereof pursuant to the provisions of Section 4.10 hereof,  and shall include, without limitation, any of
their successors and assigns, including without limitation a receiver, trustee
or debtor-in-possession on behalf of any such Company or on behalf of any such
successor or assign.


 


1.8           “Credit Agreement” shall mean the Amended and
Restated Credit Agreement, dated as of June 28, 2005, among Williams
Scotsman International, Inc. (formerly known as Scotsman Holdings, Inc.)
(“Holdings”), the Borrower, various financial institutions (the “Lenders”),
Bank of America, N.A., as Administrative Agent, Deutsche Bank Trust Company
Americas, 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, as amended, modified, extended, renewed, replaced,
restated or supplemented from time to time, and including any agreement or
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.


 


1.9           “Credit Documents” shall mean that term as defined in
the Credit Agreement.


 


1.10         “Custodians” shall mean, individually and
collectively, Maynard Becker, a resident of the State of Pennsylvania, and
Donna Finnerty, a resident of the State of Maryland, and any successor,
assignee, replacement or additional person at any time acting as Custodian for
the benefit of BofA under the terms hereof.


 


1.11         “DBTCA” shall mean Deutsche Bank Trust Company
Americas (formerly known as Bankers Trust Company), and its successors and
assigns, acting in its capacity as sub-collateral agent as contemplated by the
Credit Agreement or any other Credit Document.


 


1.12         “Evergreen” shall mean Evergreen Mobile Company, a
Washington corporation, and its successors and assigns, including without
limitation, a receiver, trustee or debtor-in-possession on behalf of Evergreen
Mobile Company or on behalf of any such successor or assign.


 


1.13         “Leases” shall mean, collectively, the written
agreements between any person or entity and any Company for the lease or rental
of Units by such Company to such person or entity in which such person or
entity agrees to pay to Borrower or its assigns rents payable in respect of the
use of any Units.


 


1.14         “SMI” shall mean Spacemaster International, Inc.,
a Georgia corporation and its successors and assigns, including, without
limitation, a receiver, trustee or debtor-in-possession on behalf of
Spacemaster International, Inc. or on behalf of any such successor or
assign.


 


1.15         “T&T” shall mean Truck & Trailer Sales, Inc.,
a Missouri corporation, and its successors and assigns, including without
limitation, a receiver, trustee or debtor-in-


 


3













 


 


possession on behalf
of Truck and Trailer Sales, Inc. or on behalf of any such successor or
assign.


 


1.16         “Unit Subsidiary” shall mean WillScot Equipment, LLC,
a Delaware limited liability company, and its successors and assigns, including,
without limitation, a receiver, trustee or debtor-in-possession on behalf of
WillScot Equipment, LLC or on behalf of any such successor or assign.


 


1.17         “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, aluminum or similar products which are
sold or leased by the Companies to third persons in the ordinary course of
business (or which are leased by a Company to another Company and then leased
to such third persons) and 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, modular structures), 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.


 


1.18         All terms used herein which are defined in the Credit
Agreement, unless otherwise defined herein, shall have the meaning set forth
therein.


 


1.19         All terms used herein which are defined in the Uniform
Commercial Code, unless otherwise defined herein or in the Credit Agreement,
shall have the meanings set forth therein. All references to any term in the
plural shall include the singular and all references to any term in the
singular shall include the plural.


 


2.             CUSTODIAN
ARRANGEMENTS


 


2.1           Appointment.


 


(a)           BofA hereby designates and appoints the Custodians to act as
custodian, agent and bailee on behalf of BofA for the purposes of managing,
administering and handling the Collateral Instruments, and perfecting the
security interests in and liens upon the Units of BofA granted pursuant to the
BofA Agreements, by taking complete custody, control and possession of all
originals of the Collateral Instruments in accordance with the terms and
conditions contained herein. BofA hereby authorizes the Custodians to take such
actions on its behalf as are expressly set forth in this Custodian Agreement.
Each Custodian agrees to act as custodian, agent and bailee on behalf of BofA
on the terms and conditions contained herein.


 


(b)           In performing their functions and duties under this Custodian
Agreement, each of the Custodians shall act solely as custodian, agent and
bailee of BofA and does not assume and shall not be deemed to have assumed any
obligation toward or relationship of agency, trust or otherwise with or for any
Company. The Custodians shall not, in any respect, be subject to the control or
direction of any Company for any purpose under this Custodian Agreement.


 


2.2           Nature of Rights and Duties.  No Custodian shall have any duties or
responsibilities except those expressly set forth in this Custodian Agreement.
The duties of each


 


 


4













 


 


of the Custodians
shall be mechanical and administrative in nature. Nothing in this Custodian
Agreement, expressed or implied, is intended to or shall be construed to impose
upon the Custodians any obligations, or grant the Custodians any rights or
benefits, except as expressly set forth herein. Each of the Custodians is
acting solely in his or her individual capacity under the terms hereof and not
in any other capacity.


 


2.3           Reliance.  Each of the Custodians shall be entitled to
rely upon any written notices, statements, certificates, orders or other
documents or any telephone message believed by him or her in good faith to be
genuine and correct and to have been signed, sent or made by the proper person,
and with respect to all matters pertaining to this Custodian Agreement and his
or her duties hereunder.


 


2.4           Indemnification.  Each Company, jointly and severally, hereby
agrees to indemnify and hold harmless the Custodians (to the full extent
permitted by law) from and against all claims, demands, losses, judgments and
liabilities of whatsoever nature, and to reimburse the Custodians for all costs
and expenses, including legal fees and disbursements, growing out of or
resulting from any lawful action taken in respect of the Collateral
Instruments, this Custodian Agreement or the administration, enforcement or
exercise of any right or remedy granted to the Custodians except for the
Custodians’ willful misconduct.


 


2.5           Successor Custodians;
Resignation of Custodian.


 


(a)           Either of the Custodians may resign from the performance of
all of his or her functions and duties hereunder at any time by giving at least
thirty (30) days’ prior written notice to BofA and Borrower or either or both
of the Custodians may be removed with or without cause by BofA at any
time.  In the event of the resignation by
either or both of the Custodians, such resignation shall take effect upon the acceptance
by a successor Custodian of an appointment as successor Custodian pursuant to Section 2.5(b) or
as otherwise provided below.  In the
event of the removal of either or both of the Custodians, such removal shall be
effective as of the date specified by BofA. 
In addition, Borrower may, at any time, request that BofA remove either
or both of the Custodians.  So long as no
Default or Event of Default (each as defined in the BofA Agreements) exists,
BofA shall exercise its rights hereunder to remove the Custodian or Custodians
within sixty (60) days of the receipt by BofA of the request from Borrower
(subject to the provisions of the immediately succeeding sentence).  In the event of the removal of either or both
of the Custodians pursuant to Borrower’s request to BofA, such removal shall take
effect upon the acceptance by a successor Custodian or Custodians of an
appointment as successor Custodian pursuant to Section 2.5(b) below.


 


(b)           Upon any such notice of resignation by either or both of the
Custodians, BofA shall appoint a successor Custodian or Custodians who shall be
reasonably satisfactory to BofA and reasonably satisfactory to Borrower, which
approval by Borrower shall not be unreasonably withheld or delayed.  Upon the removal of either or both of the
Custodians with or without cause by BofA, BofA shall appoint a successor
Custodian or Custodians who, so long as no Default or Event of Default (each
defined in the BofA Agreements) exists or has occurred and is continuing, shall
be reasonably satisfactory to Borrower, which approval shall not be
unreasonably withheld or delayed.  At any
time a Default or Event of Default (each


 


5













 


 


defined in the BofA
Agreements) shall exist or have occurred and be continuing, no approval of a
successor Custodian or Custodians by Borrower shall be required.


 


(c)           Upon the acceptance of any appointment as Custodian
hereunder by a successor Custodian, such successor Custodian shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Custodian and the retiring Custodian shall be discharged from
its duties and obligations under this Custodian Agreement. Upon the
effectiveness of the appointment of a successor Custodian, the retiring
Custodian shall deliver all Collateral Instruments then in his or her
possession to the successor Custodian in reasonable order and with all records
and accountings with respect thereto previously maintained by the retiring
Custodian.  Upon termination or removal
as Custodian hereunder, such Custodian shall cease to be a Custodian hereunder,
but in no event shall such termination or removal relieve such Custodian from
any liability resulting from any breach of his or her obligations hereunder
occurring while holding the position of Custodian.


 


2.6           Acknowledgment of Liens.  Each of the Custodians acknowledges that the
Units and the Collateral Instruments are subject to the security interests and
liens of BofA.


 


3.             ADMINISTRATION


 


3.1           Delivery of Collateral
Instruments.


 


(a)           Concurrently herewith, each Company is delivering (or has
delivered) to the Custodians to hold on behalf of BofA in accordance with the
terms of this Custodian Agreement in their possession, custody and control, all
originals of the Collateral Instruments existing as of the date hereof.  Unless and until otherwise directed by BofA,
each Company hereby agrees to deliver, or cause to be delivered, to the
Custodians to hold on behalf of BofA in accordance with the terms of this Custodian
Agreement, in their possession, custody and control, all originals of
Collateral Instruments received by such Company or otherwise coming into the
custody or control of such Company after the date hereof, in each case promptly
upon the receipt by such Company of the same.


 


(b)           Each of the Custodians hereby agrees to take possession,
custody and control of all of the Collateral Instruments delivered to it
concurrently herewith and from time to time hereafter solely for the account
and on behalf of BofA. The Custodians shall act only in accordance with the
directions of BofA under the terms hereof with respect to the Collateral
Instruments and the Companies shall have no control or dominion over the
Collateral Instruments or their disposition. 
The Custodians shall follow only the directions of BofA in the
administering, handling or other disposition of the Collateral Instruments. The
Custodians shall exercise all reasonable care to assure the safe custody of the
Collateral Instruments held by either of the Custodians hereunder.  The Custodians shall take such other actions
consistent herewith as BofA may reasonably request to preserve, protect and
perfect the security interests and liens of BofA in the Collateral
Instruments.  Without limiting the
generality of the foregoing, upon the request of BofA, the Custodians shall
make available and assist BofA in a reasonable manner and at no cost to the
Custodians personally in delivering the originals of such Collateral
Instruments to BofA, or as BofA may request.


 


 


6













 


 


3.2           Releases of Collateral
Instruments.


 


(a)           In the event that a Company, in the ordinary course of
business and as permitted by the BofA Agreements, or as otherwise permitted
under Section 8.1(l), 8.1(n) or 8.1(q) of the Credit Agreement and the
Senior Secured Notes Documents, is selling or otherwise disposing of or has
sold or otherwise disposed of any of the Units subject to Collateral
Instruments which either of the Custodians is then holding in his or her
custody, control or possession under the terms of this Custodian Agreement,
such Company may request the release by such Custodian of the Collateral
Instruments with respect to such Unit(s) and the delivery of the originals of
such Collateral Instruments to such Company. Unless and until otherwise
directed by BofA, upon receipt of such request, the Custodian receiving such
request shall promptly and in a timely manner (but in no event more than three (3) business
days after the receipt of a Company’s request) (i) return the originals of
the Collateral Instruments requested to the requesting Company and (ii) to
the extent the Unit(s) being sold or otherwise disposed of are subject to
Certificates of Title and the related sale or other disposition is not to
Holdings or any other Credit Party, execute and deliver to such Company,
concurrently with the delivery of the Certificate of Title covering the Unit
being sold or otherwise disposed of, in the ordinary course of business, such
documents as may be required to remove the security interests and liens of BofA
(or of DBTCA or BTCC or of any other sub-collateral agent or co-collateral
agent thereof in whose name a lien is noted) noted on such Certificates of
Title pursuant to and in accordance with the revocable power of attorney
granted to the Custodians under Section 3.3 below.  Such Company agrees that if for any reason
the sale or other disposition of the Units for which it is then holding the
Collateral Instruments is not effective within ten (10) days of the date
the Custodian has sent the Collateral Instruments to it as provided herein,
such Company shall promptly (but in no event more than five (5) days
thereafter) return to the Custodian for the Custodian to hold on behalf of
Secured Creditors in accordance with this Custodian Agreement (i) all
originals of such Collateral Instruments and (ii) all documents executed
by the Custodians pursuant to the power of attorney granted to the Custodians
under Section 3.3 below in connection therewith.  The appropriate Company and the Custodians
shall take or cause to be taken all further actions necessary to have the
security interests and liens of BofA noted on any Certificates of Title for
which such security interests and liens were removed or might be deemed
removed.  The Custodians shall keep a written
record of the Collateral Instruments delivered by the Custodians to a Company
pursuant to this Section 3.2(a), which records shall set forth the date of
the release of the Collateral Instruments to such Company and the Units to
which the Collateral Instruments relate, all in reasonable detail acceptable to
BofA. Upon the request of BofA, the Custodians shall furnish such records to
BofA once each month, or more frequently as BofA may reasonably require.


 


(b)           In the event that a Company is arranging for the issuance of
Certificates of Title under the laws of any State as to any of the Units
subject to MSOs which either of the Custodians is then holding in his or her
custody, control or possession under the terms of this Custodian Agreement,
such Company may request the release by the Custodians of the originals of such
MSOs to Borrower for the purpose of sending such MSOs to the appropriate
governmental agency as required to obtain a Certificate of Title. Unless and
until otherwise directed by BofA, upon receipt of such request, the Custodian
receiving such request shall promptly and in a timely manner (i) return
the originals of the MSOs requested by such Company and (ii) execute and
deliver to such Company, concurrently with the delivery of the


 


 


7













 


 


MSOs, such documents
as may be required to have the security interests and liens of BofA noted on
the Certificate of Title to be issued pursuant to and in accordance with the
power of attorney granted to the Custodians under Section 3.3 below.  Each Company agrees that in arranging for any
Certificate of Title, such Company shall cause the security interests and lien
of BofA to be noted on such Certificate of Title.  Each Company agrees that promptly upon receipt
of any Certificate of Title issued for any Unit, such Company shall deliver
such Certificate of Title to the Custodians to hold on behalf of BofA in
accordance with this Custodian Agreement. 
The Custodians shall keep a written record of the Collateral Instruments
delivered by the Custodians to a Company pursuant to this Section 3.2(b),
which records shall set forth the date of the release of the Collateral
Instruments to such Company and the Units to which the Collateral Instruments
relate, all in reasonable detail acceptable to BofA.  Upon the request of BofA, the Custodians
shall furnish such records to BofA once each month, or more frequently as BofA
may reasonably request.


 


3.3           Power of Attorney.  Subject to the terms and conditions contained
herein, each of BofA, DBTCA and BTCC (and any other sub-collateral agent or
co-collateral agent therefor) hereby appoints and constitutes each of the
Custodians as its respective attorney-in-fact, without power of substitution
and which appointment is revocable, solely and exclusively to execute and
deliver on behalf of BofA, DBTCA or BTCC (or any other sub-collateral or
co-collateral agent therefor), as the case may be, to any Company (i) such
documents as may be required by the Motor Vehicle Department of the State (or
any similar department or agency of that relevant State) which has issued a
Certificate of Title covering a Unit being sold by any Company, in the ordinary
course of business and as permitted by the BofA Agreements, or as otherwise
permitted under Section 8.1(l), 8.1(n) or 8.1(q) of the Credit Agreement
and the Senior Secured Notes Documents (and which is not being sold to Holdings
or any other Credit Party), and for which the Custodians have received a
request from such Company for the release to it of the Certificate of Title
covering such Unit in order to remove the security interests and liens of BofA
(and DBTCA and BTCC or any other sub-collateral or co-collateral agent
therefor) from such Certificates of Title as contemplated under Section 3.2(a) above
and (ii) such documents as may be required by the Motor Vehicle Department
of the appropriate State (or any similar department or agency of that relevant
State) in order to have the security interests and liens of BofA noted on the
Certificate of Title to be issued through such Motor Vehicle Department (or any
similar department or agency of that relevant State) as required under Section 3.2(b) above;
provided, that, in no event may either or both of the Custodians
execute any document creating any obligation or liability of BofA, DBTCA or
BTCC.  Upon BofA’s written request, the
Custodians shall send copies of all such documents to BofA promptly upon the
execution of them.  The power of attorney
granted to the Custodians herein may be revoked at any time upon written notice
from BofA to either or both Custodians. 
The Custodians shall have no further rights to act as attorney-in-fact
for BofA, DBTCA or BTCC at any time after the delivery to them of such notice.  No Company shall accept or retain any documents
executed by the Custodians pursuant to such power of attorney after the
delivery of such notice to the Custodian. 
Unless otherwise instructed by BofA, a Company shall only deliver any
documents executed and delivered by either of the Custodians to it pursuant to
this power of attorney to the Motor Vehicle Department of the State (or any
similar department or agency of that relevant State) which has issued the
Certificate of Title either covering the Unit which is being sold, in the
ordinary course of business and as permitted by the BofA Agreements, or
relating to the Unit for which the Certificate of Title is to be issued.


 


 


8













 


3.4           Legend.  Each Company shall, and in the event any
Company fails to, each of the Custodians are hereby authorized and directed to,
affix a stamp in a conspicuous place to each and all of the original Leases at
any time in the custody, control or possession of either or both of Custodians
with the following legend:


 


ALL RIGHT, TITLE AND INTEREST OF THE LESSOR HEREUNDER HAS BEEN PLEDGED
TO, AND IS SUBJECT TO THE SECURITY INTERESTS OF, BANK OF AMERICA, N.A., AS
AGENT AND COLLATERAL AGENT, FOR THE BENEFIT OF THE HOLDERS OF CERTAIN
INDEBTEDNESS OF THE LESSOR. THE LESSOR SHALL HAVE NO RIGHT TO TRANSFER ITS
RIGHT, TITLE OR INTEREST HEREUNDER TO ANY PARTY EXCEPT PURSUANT TO AND IN
ACCORDANCE WITH THE PROVISIONS OF THE RELEVANT SECURITY DOCUMENTS.


 


; provided that any legend affixed to
any Lease prior to June ___, 2005 with references to “Deutsche Bank Trust
Company Americas” or “Bankers Trust Company” shall be deemed to comply with the
requirement set forth in this Section 3.4.


 


3.5           Reporting and Access.


 


(a)           Each of the Custodians agrees that the Custodians shall
without cost or expense to BofA (i) account to BofA and the Companies on
request respecting the Collateral Instruments held by the Custodians (such
accounting to include if requested photocopies of any or all of such Collateral
Instruments held by him or her), and (ii) promptly notify BofA and the
Companies if either of the Custodians is aware of any legal or tax proceedings
instituted with respect to any of the Collateral Instruments held by it or the
Units represented thereby, and (iii) promptly notify BofA and the
Companies if either of the Custodians is aware of any encumbrance or lien
existing upon any of the Collateral Instruments held by either of the
Custodians except for the liens of BofA thereon.  Upon the request of BofA, the Custodians
shall without cost or expense to BofA deliver to BofA monthly or more
frequently as BofA may reasonably require, a listing in such form and with such
detail as BofA may reasonably request, of each of the Collateral Instruments in
the possession of either of the Custodians.


 


(b)           BofA and its representatives shall at all times have free
access to all of each Company’s premises and right of inspection of the
Collateral Instruments and have full access to and the right to examine and
make copies of any of the Collateral Instruments during normal business hours
and after reasonable prior notice to the Custodians, or at any time and without
notice to the Custodians if an Event of Default (as defined in the BofA
Agreements) exists, and may, without cost or expense to BofA or its
representatives, use such of each Company’s personnel, computer equipment and
space at its place of business as may be reasonably necessary in connection
with such right of inspection.  Each
Company shall assist and cooperate with BofA to provide such personnel,
computer equipment and space in a manner so as to avoid unnecessary
interference with the business of such Company.


 


(c)           The Custodians shall keep and maintain complete records of
the Collateral Instruments in reasonable detail and in such manner as BofA may
reasonably specify.


 


 


9













 


(d)            The records of the
Custodians do not reflect and the Custodians have not received any notice of
any other assignment, pledge, security interest, claim or encumbrance with
respect to the Collateral Instruments, except those of BofA referred to herein.
The Custodians shall not take any action to encumber or transfer any interest
in any of the Collateral Instruments, except to the extent of returning any
Collateral Instruments to the Companies as permitted under Section 3.2
hereof.


 


3.6           Waiver of Setoff.  The Custodians do not have and shall not
assert any lien, right of offset, claim, deduction, counterclaim, security or
other interest against any of the Collateral Instruments at any time held by
either or both of them and each of Custodians hereby waives all rights to
interpose any such lien, right of offset, claim, deduction, counterclaim,
security or other interest against any of the Collateral Instruments.


 


3.7           Compensation.  Any compensation of the Custodians hereunder
shall be payable by the Companies and failure by any Company to make such
payment shall not discharge the Custodians from any of his or her obligations
hereunder.


 


4.             MISCELLANEOUS


 


4.1           Successors and Assigns.  This Agreement shall be binding upon the
parties hereto and their respective successors and assigns and shall inure to
the benefit of BofA and its respective successors, participants and assigns.


 


4.2           Notices.  All notices, requests and demands to or upon
the respective parties hereto shall be in writing and shall be deemed duly
given, made or received:  if in person,
immediately upon delivery; if by telex, telegram or facsimile transmission,
immediately upon sending and upon confirmation of receipt; if by nationally recognized
overnight courier service with instructions to deliver the next business day,
one (1) business day after sending; and if mailed by certified mail,
return receipt requested, five (5) days after mailing to the parties at
their addresses set forth below (or to such other addresses as the parties may
designate in accordance with the provisions of this Section):


 


To BofA:


Bank of America, N.A.


335 Madison Avenue 

New York, NY  10017


Attention:  Business Capital/URGENT

Telecopy No.:  (212) 503-7330


Telephone
No.:  (212) 503-7632


 


 


with copies to:


 


Bank of America, N.A.


335 Madison Avenue


New York, New York  10017


Attention:  Legal Department


Telecopy No.:  (212) 503-7350


 


 


10













 


To the Companies:


 


Williams Scotsman, Inc.

8211 Town Center Drive

Baltimore, Maryland  21236

Attention:  General Counsel


 


to Donna Finnerty:


 


Ms. Donna Finnerty

c/o Williams Scotsman, Inc.

8211 Town Center Drive

Baltimore, Maryland  21236


 


to Maynard Becker:


 


Mr. Maynard Becker

c/o Williams Scotsman, Inc.

8211 Town Center Drive

Baltimore, Maryland  21236


 


Any
party hereto may change the address(es) to which all notices, requests and
other communications are to be sent by giving written notice of such address
change to the other parties hereto in conformity with this Section 4.2.


 


4.3           Counterparts.  This Custodian Agreement may be executed in
any number of counterparts, each of which shall be an original with the same
force and effect as if the signatures thereto and hereto were upon the same
instrument.


 


4.4           Governing Law.  The validity, construction and effect to this
Custodian Agreement shall be governed by the internal laws of the State of New
York.


 


4.5           Consent to Jurisdiction; Waiver
of Jury Trial.  Each of BofA and the Custodians hereby
irrevocably consents to the non-exclusive jurisdiction of the Supreme Court of
the State of New York and the United States District Court for the Southern
District of New York and waives trial by jury in any action or proceeding
with respect to this Custodian Agreement.


 


4.6           Complete Agreement; No Waiver.  This written Custodian Agreement is intended
by the parties as a final expression of their agreement and is intended as a
complete statement of the terms and conditions of their agreement. None of the provisions
hereof shall be amended, modified, waived or discharged orally or by course of
conduct, except as contemplated by Section 4.9 below and in accordance
with the terms of the U.S. Security Agreement.


 


4.7           No Third Parties Benefited.  Except as expressly provided in Section 4.1,
this Custodian Agreement is solely for the benefit of the Custodians, BofA and
Borrower and


 


 


11













 


their respective
successors, participants and assigns, and no other person shall have any right,
benefit, priority or interest under, or because of the existence of, this
Custodian Agreement.


 


4.8           Term.  This Custodian Agreement is a continuing
agreement and shall remain in full force and effect until the satisfaction in
full of all obligations of Borrower pursuant to the BofA Agreements and the
termination of all financing arrangements pursuant thereto.


 


4.9           Additional Companies.  It is understood and agreed that any
Subsidiary Guarantor that desires to become a Company hereunder, or is required
to execute a counterpart of this Agreement after the date hereof pursuant to
the requirements of the BofA Agreements, shall become a Company hereunder by
executing a counterpart hereof and delivering same to BofA, or by executing a
Joinder Agreement substantially in the form of Exhibit N to the Credit
Agreement, in each case with all actions required above to be taken to the
satisfaction of BofA.  From and after
such date, each Subsidiary Guarantor which takes the action described above
shall become a “Company” for all purposes of this Custodian Agreement, and
shall comply with the provisions hereof. 
Without limiting the provisions of this Agreement, each Person which
becomes a Company after the date hereof shall provide written notice thereof to
each of the Custodians at the time such Person becomes a party hereto as
contemplated above.


 


 


12













 


EXHIBIT M


 


IN WITNESS WHEREOF, the parties have caused
this Custodian Agreement to be duly executed as of the day and year first above
written.


 


	
   

  	
  BANK OF AMERICA, N.A., as Administrative

  Agent and Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  as Custodian

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  as Custodian

  



 


Each
of the undersigned acknowledges and

agrees to the foregoing provisions of this

Custodian Agreement, to the extent same

relate to BTCC or DBTCA, as appropriate


 


BT
COMMERCIAL CORPORATION


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  
	
   

  
	
  DEUTSCHE
  BANK TRUST COMPANY AMERICAS

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


Each of the undersigned hereby acknowledges
and agrees to the foregoing terms and provisions. By its respective signature
below, each of the undersigned agrees that it will, together with its
successors and assigns, be bound by the provisions hereof and of the foregoing
Custodian Agreement; provided, that, nothing in the foregoing
Custodian Agreement shall amend, modify, change or supersede the respective
terms of any BofA Agreements with any of the undersigned. In the event of any
conflict or inconsistencies between the terms of the foregoing Custodian
Agreement and the agreements of any Company with, to or in favor of BofA or the
Secured Creditors, the terms of the agreements with BofA or the Secured
Creditors shall govern as between BofA or the respective Secured Creditors and
the undersigned.


 


Each of the undersigned acknowledges and
agrees that:  (i) the failure of
either or both of the Custodians to fulfill their respective obligations and
duties hereunder in any material respect, after not less than fifteen (15) days
prior written notice by BofA to either or both of Custodians and Borrower shall
constitute an Event of Default as defined in and under the BofA Agreements
(except if the Custodians are removed and shall promptly upon BofA’s request
comply with Section 2.5(c) of the Custodian Agreement) and (ii) it
will execute and deliver such additional documents and take such additional
action as may be requested by BofA to effectuate the provisions and purposes of
the foregoing Custodian Agreement.


 


	
   

  	
  WILLIAMS SCOTSMAN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILLSCOT EQUIPMENT, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  WILLIAMS SCOTSMAN, INC.,

  
	
   

  	
   

  	
  as Member 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 













 


 


	
   

  	
  SPACE MASTER INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRUCK & TRAILER SALES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EVERGREEN MOBILE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 





















 


EXHIBIT N


FORM OF U.S. SUBSIDIARIES JOINDER AGREEMENT


THIS
JOINDER AGREEMENT (this “Joinder”) is executed as of [DATE] by [NAME OF
NEW SUBSIDIARY], a                               [corporation]
[limited liability company] [partnership] (“Joining Party”), and
delivered to Bank of America, N.A., as Administrative Agent and as Collateral
Agent, for the benefit of the Secured Creditors (as defined below).  Except as otherwise defined herein, terms
used herein and defined in the Credit Agreement (as defined below) shall be
used herein as therein defined.


W I T N E S S E T H:


WHEREAS,
Williams Scotsman International, Inc. (formerly known as Scotsman Holdings,
Inc.) (“Holdings”), Williams Scotsman, Inc. (the “Borrower”), the
financial institutions from time to time party thereto (the “Lenders”),
and Bank of America, N.A., as Administrative Agent, Deustche Bank Trust Company
Americas, as Syndication Agent, Citicorp USA, Inc., Wells Fargo Foothill, LLC
and Lehman Commercial Paper Inc., as Co-Documentation Agents and Bank of
America Securities LLC and Deutsche Bank Securities Inc., as Co-Lead Arrangers
and Joint Book Runners have entered into an Amended and Restated Credit
Agreement dated as of June __, 2005 (as further amended, modified,
extended, renewed, restated or supplemented from time to time, the “Credit
Agreement”), providing for 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 Bank, the Administrative Agent
and its affiliates, the Collateral Agent and its affiliates (including without
limitation Bank of America Securities LLC and Deutsche Bank Securities Inc., as
Co-Lead Arrangers and Joint Book Runners) 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 “Secured Creditors”);


WHEREAS,
the Joining Party is a direct or indirect Subsidiary of the Borrower and
desires, or is required pursuant to the provisions of the Credit Agreement, to
become a  Guarantor under the U.S.
Subsidiaries Guaranty, an Assignor under the U.S. Security Agreement, a Pledgor
under the U.S. Pledge Agreement and a Company under the Custodian Agreement;
and


WHEREAS, the Joining Party will obtain benefits from
the incurrence of Loans by, and the issuance of Letters of Credit for the
account of, the Borrower, in each case pursuant to the Credit Agreement and,
accordingly, desires to execute this Joinder in order to (i) satisfy 





















the requirements
described in the preceding paragraph and (ii) induce the Lenders to continue to
make Loans and the Issuing Lender to issue Letters of Credit to the Borrower;


NOW, THEREFORE, in consideration of the foregoing and
other benefits accru­ing to the Joining Party, the receipt and sufficiency of
which are hereby acknowledged, the Joining Party hereby makes the following
representations and warranties to the Secured Creditors and hereby covenants
and agrees with each Secured Creditor as follows:


NOW,
THEREFORE, the Joining Party agrees as follows:


1.             By this Joinder, the Joining Party
becomes (i) a Guarantor for all purposes under the U.S. Subsidiaries Guaranty,
pursuant to Section 25 thereof, (ii) an Assignor for all purposes under the
U.S. Security Agreement, pursuant to Section 10.13 thereof, (iii) a Pledgor for
all purposes under the U.S. Pledge Agreement, pursuant to Section 25 thereof,
and (iv) a Company for all purposes under the Custodian Agreement, pursuant to
Section 4.10 thereof.


2.             The Joining Party agrees that, upon
its execution hereof, it will become a Guarantor under the U.S. Subsidiaries
Guaranty with respect to all Guaranteed Obligations (as defined in the U.S.
Subsidiaries Guaranty), and will be bound by all terms, conditions and duties
applicable to a Guarantor under the U.S. Subsidiaries Guaranty and the other
Credit Documents.  Without limitation of
the foregoing, and in furtherance thereof, the Joining Party unconditionally
and irrevocably, guarantees the due and punctual payment and performance of all
Guaranteed Obligations (on the same basis as the other Guarantors under the
U.S. Subsidiaries Guaranty).


3.           The
Joining Party agrees that, upon its execution hereof, it will become a Pledgor
under, and as defined in, the U.S. Pledge Agreement, and will be bound by all
terms, conditions and duties applicable to a Pledgor under the U.S. Pledge Agreement.  Without limitation of the foregoing and in
furtherance thereof,  as security for the
due and punctual payment of the Obligations (as defined in the U.S. Pledge
Agreement), the Joining Party hereby pledges, hypothecates, assigns, transfers,
sets over and delivers to the Collateral Agent for the benefit of the Secured
Creditors and grants to the Collateral Agent for the benefit of the Secured
Creditors a security interest in all its right, title and interest in and to
all Collateral (as defined in the U.S. Pledge Agreement), whether now existing
or hereafter acquired by it.


4.           The
Joining Party agrees that, upon its execution hereof, it will become an
Assignor under, and as defined in, the U.S. Security Agreement, and will be
bound by all terms, conditions and duties applicable to an Assignor under the
U.S. Security Agreement.  Without
limitation of the foregoing and in furtherance thereof, as security for the due
and punctual payment of the Obligations (as defined in the U.S. Security
Agreement), the Joining Party hereby pledges, hypothecates, assigns, transfers,
sets over and delivers to the Collateral Agent for the benefit of the Secured
Creditors and grants to the Collateral Agent for the benefit of the Secured
Creditors a security interest in all its right, title and interest in and to
all Collateral (as defined in the U.S. Security Agreement), whether now
existing or hereafter acquired by it.


 


2





















 


5.           The
Joining Party agrees that, upon its execution hereof, it will become a Company
under, and as defined in, the Custodian Agreement, and will be bound by all
terms, conditions and duties applicable to a Company under the Custodian
Agreement.  The Joining Party hereby
further agree that, upon its execution hereof, it will notify each of the
Custodians pursuant to the Custodian Agreement, in writing, of its addition as
a Company under the Custodian Agreement, which notices shall be delivered in
accordance with the requirements of the Custodian Agreement.


6.             The Joining Party consents, upon
its execution hereof, to the security interests created in favor of the
Collateral Agent for the benefit of the Secured Creditors under all Collection
Bank Account Agreements, Concentration Account Agreement and any other
“control” or similar agreements which may from time and time be executed and
delivered pursuant to the Credit Agreement, the U.S. Security Agreement or any
other Credit Document, and agrees that any of its cash or other assets which is
at any time in any bank or other accounts subject to any of the forgoing
agreements shall be subject to the security interests created thereby.


7.             In connection with the grant by the
Joining Party, pursuant to paragraph 3 above, of a security interest in all of
its right, title and interest in all Collateral (as defined in the U.S. Pledge
Agreement) in favor of the Collateral Agent, the Joining Party agrees to
deliver to the Collateral Agent for the benefit of the Secured Creditors,
together with the delivery of this Joinder, each of the items specified in
Section 3.1 of the Pledge Agreement.


8.             Without limiting the foregoing, the
Joining Party hereby makes and undertakes, as the case may be, each covenant,
representation and warranty made by, and as (i) each Subsidiary Guarantor
pursuant to Section 13 of the U.S. Subsidiaries Guaranty, (ii) each Assignor
pursuant to Articles II, III, IV, V and VI of the U.S. Security Agreement,
(iii) each Pledgor pursuant to Section 15 of the U.S. Pledge Agreement and (iv)
each Company pursuant to the Custodian Agreement, in each case as of the date
hereof (except to the extent any such representation or warranty relates solely
to an earlier date in which case such representation and warranty shall be true
and correct as of such earlier date), and agrees to be bound by all covenants,
agreements and obligations of a Subsidiary Guarantor, Assignor, Pledgor and
Company pursuant to the U.S. Subsidiaries Guaranty, U.S. Security Agreement,
U.S. Pledge Agreement and Custodian Agreement, respectively, and all other
Credit Documents to which it is or becomes a party.


9.             Schedules VI, IX and XI to the
Credit Agreement are hereby amended by supplementing such Schedules with the
information for the Joining Party contained on Schedules VI, IX and XI attached
hereto as Annex I.  Annexes A, B, C, D,
E, F and G to the U.S. Pledge Agreement are hereby amended by supplementing
such Annexes with the information for the Joining Party contained on Annexes A,
B, C, D, E, F and G attached hereto as Annex II.  In addition, Annexes A, B, C, D, E, F, G, H,
I, J and K to the U.S. Security Agreement are hereby amended by supplementing
such Annexes with the information for the Joining Party contained on Annexes A,
B, C, D, E, F, G, H, I, J and K attached hereto as Annex III.


 


3





















 


10.           This Joinder 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, provided, however, the Joining Party may
not assign any of its rights, obligations or interest hereunder or under any
other Credit Document without the prior written consent of the Lenders or as
otherwise permitted by the Credit Documents. 
THIS JOINDER SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT
REGARD TO CONFLICT OF LAWS PROVISIONS).  This Joinder may be executed in any number of
counterparts, each of which shall be an original, but all of which shall
constitute one instrument.  In the event
that any provision of this Joinder shall prove to be invalid or unenforceable,
such provi­sion shall be deemed to be severable from the other provi­sions of
this Joinder which shall remain binding on all parties hereto.


11.           From and after the execution and
delivery hereof by the parties hereto, this Joinder shall constitute a “Credit
Document” for all purposes of the Credit Agreement and the other Credit
Documents.


12.           The
effective date of this Joinder is [DATE].


*              *              *


 


4





















 


IN WITNESS WHEREOF, the Joining Party has caused this
Joinder to be duly executed as of the date first above written.


	
   

  	
  [NAME
  OF NEW SUBSIDIARY]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
  Accepted and
  Acknowledged by:

  	
   

  	
   

  
	
  BANK
  OF AMERICA, N.A.,

  	
   

  	
   

  
	
  as
  Administrative Agent and as

  	
   

  	
   

  
	
  Collateral
  Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


 


 


 


5










 













 


EXHIBIT O


 


 


FORM OF
COMPLIANCE CERTIFICATE


 


 


This Compliance Certificate is delivered to you
pursuant to Section [7.1(a)][7.1(b)] of the Amended and Restated Credit
Agreement, dated as of June __, 2005 (as amended, supplemented or modified
from time to time, the “Credit Agreement”), among Williams Scotsman
International, Inc. (formerly known as Scotsman Holdings, Inc.) (“Holdings”),
Williams Scotsman, Inc. (the “Borrower”), the financial
institutions from time to time party thereto (the “Lenders”), Bank of
America, N.A., as Administrative Agent, Deutsche Bank Trust Company Americas,
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 Runner.  Terms defined in the
Credit Agreement and not otherwise defined herein are used herein as therein
defined.


 


1.                                       I am the duly elected, qualified and
acting _________________1 of the
Borrower.


 


2.                                       I have reviewed and am familiar with the
contents of this Compliance Certificate. 
I am providing this Compliance Certificate solely in my capacity as an
officer of the Borrower and not in my individual capacity.  The matters set forth herein are true to the
best of my knowledge after due inquiry.


 


3.                                       I have reviewed the terms of the Credit
Agreement and the other Credit Documents and have made or caused to be made
under my supervision a review in reasonable detail of the transactions and
condition of the Borrower and its Subsidiaries during the accounting period
covered by the financial statements attached hereto as ANNEX 1 (the “Financial
Statements”).  Such review did not
disclose the existence during or at the end of the accounting period covered by
the Financial Statements, and I have no knowledge of the existence, as of the
date of this Compliance Certificate, of any condition or event which
constitutes a Default or an Event of Default.


 


4.                                       Attached hereto as ANNEX 2 are the
computations showing (in reasonable detail) the calculation of Consolidated
Leverage Ratio for purposes of determining the Applicable Margin and
[compliance with]2[the calculation of] the covenants in Sections 8.4,
8.9, 8.10 and 8.11 of the Credit Agreement and, except as specified therein,
the Borrower and its Subsidiaries are also in compliance with all other
covenants set forth in Articles 7 and 8 of the Credit Agreement.


 


5.                                       Attached hereto as ANNEX 3 is the
information required by Section 7.1[(a)][(b)](ii)(B) of the Credit Agreement
as of the date of this Compliance Certificate.


 










1                                            Must
be a Responsible Officer.


 


2                                            use if calculation period is a Test Period
(or in the case of Section 8.11 during a Trigger Event Compliance Period)


 





















 


6.                                       Attached hereto as ANNEX 4 is the information
required to establish compliance with Section 2.5 for the fiscal quarter
ending on ______, ___.3


 


7.                                       Attached hereto as ANNEX 5 is the
information required to establish compliance with Section 7.13(b) of
the Credit Agreement as of the date of this Compliance Certificate.


 










3  For the
first fiscal quarter ending after the Effective Date, the information required
to be provided on ANNEX 4 shall cover the period beginning on the Effective
Date and ending on the last day of the first fiscal quarter ending after the
Effective Date


 





















 


IN WITNESS WHEREOF, I have executed this Compliance
Certificate this ____ day of ______, 20__.


 


 


	
   

  	
  WILLIAMS SCOTSMAN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 





















 


EXHIBIT O


 


ANNEX 1


 


[Financial Statements to
be enclosed]


 





















 


ANNEX 2


 


 


The information described herein is as of _________,
____4 (the “Computation
Date”) and, except as otherwise indicated below, pertains to the period
from __________ __, 20__ to the Computation Date, (the “Relevant Period”).


 


 


	
   

  	
   

  	
  Period or
  Date of Determination

  	
   

  	
  Amount

  	
   

  
	
  Applicable
  Margin Test

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Consolidated
  Leverage Ratio 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  a.               Consolidated
  Debt5 as at the Computation Date

  	
   

  	
   

  	
   

  	
  $________

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  b.              Consolidated
  EBITDA6 for the [Test Period] [four consecutive
  fiscal quarters] ending on the Computation Date

  	
   

  	
   

  	
   

  	
  $________

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  c.               Ratio
  of line a to line b

  	
   

  	
   

  	
   

  	
  ____:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Financial
  Covenants

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1. Capital
  Expenditures (Section 8.4)7

  	
   

  	
   

  	
   

  	
  $________

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  a.               Aggregate
  amount of Capital Expenditures of the Borrower and its Domestic Subsidiaries
  and Canadian Subsidiaries (less proceeds of sales of Rental Equipment in the
  ordinary course of business) for the fiscal year ending on the Computation
  Date

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  b.              Maximum
  permitted for such fiscal year pursuant to Section 8.4

  	
   

  	
   

  	
   

  	
  $________

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2. Senior
  Secured Leverage Ratio (Section 8.9) 

  	
   

  	
   

  	
   

  	
  $________

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  a.               Senior
  Secured Debt8 as at the Computation Date

  	
   

  	
   

  	
   

  	
   

  	
   

  



 










4                                            Insert
the last day of the respective fiscal quarter or year covered by the financial
statements which are required to be accompanied by this officer’s certificate.


 


5                                            Attach
hereto in reasonable detail the calculations required to arrive at Consolidated
Debt.


 


6                                            Attach
hereto in reasonable detail the calculations required to arrive at Consolidated
EBITDA.  


 


7                                            To
be included in certificate delivered pursuant to Section 7.1(a) only.


 


8                                            Attach
hereto in reasonable detail the calculations required to arrive at Senior
Secured Debt.


 





















 


	
  b.              Consolidated
  EBITDA for the [Test Period] [four consecutive fiscal quarters] ending on the
  Computation Date

  	
   

  	
   

  	
   

  	
  $________

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  c.               Ratio
  of line a to line b

  	
   

  	
   

  	
   

  	
  ____:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  d.              [Level
  required pursuant to Section 8.9]9

  	
   

  	
   

  	
   

  	
  ____:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2. Consolidated
  Interest Coverage Ratio (Section 8.10) 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  a.               Consolidated
  EBITDA for the [Test Period] [four consecutive fiscal quarter period] ending
  on the Computation Date

  	
   

  	
   

  	
   

  	
  $________

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  b.              Consolidated
  Interest Expense10 for the [Test Period] [four consecutive
  fiscal quarter period] ending on the Computation Date

  	
   

  	
   

  	
   

  	
  $________

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  c.               Ratio
  of line a to line b

  	
   

  	
   

  	
   

  	
  ____:1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  d.              [Level
  required pursuant to Section 8.10]11

  	
   

  	
   

  	
   

  	
  ____:1.00

  	
   

  



 










9                                            Applicable
during a Test Period.


 


10                                        Attach
hereto in reasonable detail the calculations required to arrive at Consolidated
Interest Expense.


 


11                                        Applicable
during a Test Period.


 





















 


	
  3. Utilization12 (Section 8.11)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  a.               Average
  gross book value of units of Rental Equipment of the Qualified Credit Parties
  leased to customers at the end of each of the 13 consecutive calendar months13 ended on the
  Computation Date:

  	
   

  	
   

  	
   

  	
  $_________

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  b.              Average
  gross book value of units of Rental Equipment owned, leased (as lessee) or
  held for sale or lease (as lessor) by the Qualified Credit Parties at the end
  of the 13 consecutive calendar months ended on the Computation Date.

  	
   

  	
   

  	
   

  	
  $_________

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  c.               Average
  Utilization for the period of thirteen consecutive fiscal months ended on the
  Computation Date

  	
   

  	
   

  	
   

  	
   

  	
  %

  



 


4.  Set
forth below is a description of all covenants, if any, contained in Articles 7
and 8 of the Credit Agreement with which [Holdings]14 [the Borrower]
and its Subsidiaries are not in compliance:


 


[Insert “None” or describe in reasonable
detail all non-compliances and the relevant section (and if applicable,
subsection) of the Credit Agreement violated.]


 










12                                        Calculation
of Utilization shall exclude certain “equipment held for sale” in accordance
with the proviso to the definition of “Utilization” contained in the Credit
Agreement.


 


13                                        Insert
headings for a and b identifying the 13 calendar months.


 


14                                        Insert
if required pursuant to Section 1.5 of the Credit Agreement.


 





















 


ANNEX 3


 


 


1.                                       It
is hereby certified that no changes are required to be made to Schedule VI
or XI of the Credit Agreement, any of Annexes C, F, H, I, J and K of the U.S.
Security Agreement, Annexes A through F of the U.S. Pledge Agreement or
Schedules 2.1(1)(f), 2.1(1)(h), 4.1(d) or 4.1(e) (or any analogous
Schedules) to any Canadian Security Agreement, in each case so as to make the
information set forth therein accurate and complete as of date of this
Certificate[, except as specifically set forth below:


 


______


______


______


 


All actions required to be taken by the
Credit Agreement and the Collateral Documents as a result of the changes
described above have been taken, and the Collateral Agent has, for the benefit
of the Secured Creditors, a first priority perfected security interest in all
Collateral pursuant to the various Collateral Documents to the extent required by
the terms thereof.]15


 










15                                        The
bracketed language must be inserted if there have been any changes to the
information, as contemplated by Section 7.1(a)(ii) or (b)(ii) of
the Credit Agreement.


 





















 


ANNEX 4


 


 


1.                                       During
the Relevant Period, neither the Borrower16 nor any of its Subsidiaries have received any
Net Debt Proceeds which would require a mandatory repayment pursuant to Section 2.5(i) of
the Credit Agreement.17


 


2.                                       During
the Relevant Period, neither the Borrower nor any of its Subsidiaries has made
any Asset Sale.18


 


3.                                       During
the Relevant Period, neither the Borrower nor any of its Subsidiaries has
received any Net Equity Proceeds.19


 


4.                                       During
the Relevant Period, neither the Borrower nor any of its Subsidiaries has
received any proceeds from a Casualty Loss in excess of $5,000,000.20


 










16                                        If
the Holding Company Requirements are not satisfied at such time, replace “the
Borrower” with “Holdings” throughout this Annex 4.


 


17                                        If
Borrower or any of its Subsidiaries have received such Net Debt Proceeds, the
certificate should describe the amounts and dates of the receipt thereof, as
well as the amounts and dates of the required mandatory repayments pursuant to Section 2.5(i),
together with the certification that such payments have in fact been made.


 


18                                        If
Borrower or any of its Subsidiaries have made any Asset Sale, the certificate
should describe same and state the date of each Asset Sale and the amount of
Net Sale Proceeds therefrom, together with sufficient information as to
mandatory repayments and/or reinvestments thereof to determine compliance with Section 2.5(j)
of the Credit Agreement, together with a statement that the Holdings is in
compliance with the requirements of said Section 2.5(j).


 


19                                        If
Borrower has received Net Equity Proceeds during the Relevant Period, the dates
and amounts should be specifically described, together with the dates and
amounts of all required repayments pursuant to Section 2.5(k) of the
Credit Agreement, together with a certification that all such required
repayments have been made.


 


20                                        If
Borrower or its respective Subsidiary has received any proceeds in connection
with a Casualty Loss in excess of $5,000,000, the certificate should describe
same and state the date of each receipt thereof and the amount of any proceeds
received in connection with such Casualty Loss on each such date, together with
sufficient information as to mandatory repayments and/or reinvestments thereof
to determine compliance with Section 2.5(l) of the Credit Agreement,
together with a statement that Holdings is in compliance with the requirements
of said Section 2.5(l).


 





















 


ANNEX 5


 


 


During the Relevant Period, neither the
Borrower nor any Subsidiary Guarantor has acquired any Real Property with a
fair market value greater than $ 2,000,000.21


 










21                                        If
the Borrower or any Subsidiary Guarantor has acquired any Real Property with a
fair market value greater than $ 2,000,000 during the Relevant Period, the
certificate should describe such Real Property, the location thereof and the
fair market value thereof.  The Borrower
should also certify that it has granted, or has caused the respective
Subsidiary Guarantor to have granted, to the Collateral Agent a Mortgage on any
such Real Property and has taken, or has caused the respective Subsidiary
Guarantor to have taken, all other actions required to be taken pursuant to Section 7.13(b) of
the Credit Agreement.


 





















 


EXHIBIT P


 


 


FORM OF BORROWING
BASE CERTIFICATE


 


 


OFFICER’S CERTIFICATE


 


This Certificate is being delivered pursuant to the
Amended and Restated Credit Agreement, dated as of June___, 2005, among
Williams Scotsman International, Inc. (formerly known as Scotsman Holdings, Inc.)
(“Holdings”), Williams Scotsman, Inc., a Maryland corporation (the “Borrower”),
the financial institutions from time to time party thereto (the “Lenders”),
Bank of America, N.A., as Administrative Agent, Deutsche Bank Trust Company Americas,
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 (as further amended, supplemented or otherwise modified from
time to time, the “Credit Agreement”). 
Unless otherwise defined herein, all terms used herein shall have the
meanings ascribed to them in the Credit Agreement.


 


The undersigned represents and warrants that (i) [he/she]
is a Responsible Officer of the Borrower and (ii) the information set
forth on the attached Borrowing Base Certificate is, to the best of my
knowledge, true, correct and complete in all material respects (subject to
year-end audit adjustments), is calculated in accordance with the Credit
Agreement) and sets forth the Eligible Accounts Receivable and Eligible Rental
Equipment as of the close of business ____________ ___, ______.


 


IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of this ___ day of ______ ______.


 


	
   

  	
  WILLIAMS SCOTSMAN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title.

  



 













 


WILLIAMS SCOTSMAN, INC.

Borrowing Base Certificate Dated  XX/XX/XX




	
  (1)                                 Eligible
  Accounts Receivable

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A)                                  Gross Accounts
  Receivable:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accounts Receivable per A/R aging report

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Williams
  Scotsman, Inc. 

  	
   

  	
   

  	
   

  	
  61,840,622

  	
   

  	
   

  	
   

  
	
  Williams
  Scotsman of Canada, Inc. 

  	
   

  	
   

  	
   

  	
  6,722,033

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  68,562,655

  	
   

  
	
  Less: Unearned Income

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Williams Scotsman, Inc.
  

  	
   

  	
   

  	
   

  	
  (15,042,191

  	
  )

  	
   

  	
   

  
	
  Williams Scotsman of
  Canada, Inc. 

  	
   

  	
   

  	
   

  	
  (2,813,126

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (17,855,317

  	
  )

  
	
  Less: Logged Receipts
  (Unapplied Cash)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Williams Scotsman, Inc.

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  
	
  Williams Scotsman of
  Canada, Inc. 

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net Gross Accounts
  Receivable 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  50,707,338

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B)                                    Less: Ineligible
  Accounts Receivable (Schedule A) 

  	
   

  	
   

  	
   

  	
  (13,382,482

  	
  )

  	
   

  	
   

  
	
  C)                                    Total Eligible
  Accounts Receivable 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  37,324,855

  	
   

  
	
  D)                                   Advance Rate 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  85

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E)                                     Accounts
  Receivable Availability 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  31,726,127

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  F)                                     Less: Sales Tax
  Payable 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (594,072

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  G)                                    Net Eligible A/R
  (E – D)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  31,132,055

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (2)                                 Eligible Rental
  Equipment

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A)                                  Net Book Value of
  Rental Equipment

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Williams
  Scotsman, Inc. 

  	
   

  	
  283,183,109

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Willscot
  Equipment, LLC 

  	
   

  	
  539,561,282

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Williams
  Scotsman of Canada, Inc. 

  	
   

  	
    69,135,302

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Consolidated Net
  Book Value 

  	
   

  	
   

  	
   

  	
  891,879,693

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equipment Held
  for Sale

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Williams
  Scotsman, Inc. & 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Willscot
  Equipment, LLC

  	
   

  	
  4,411,766

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Williams
  Scotsman of Canada, Inc. 

  	
   

  	
     103,989

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Equipment Held
  for Sale

  	
   

  	
   

  	
   

  	
  4,515,755

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B)                                    Less: Ineligible
  Rental Equipment (Schedule B) 

  	
   

  	
  (4,817,634

  	
  )

  	
   

  	
   

  	
   

  	
   

  
	
  C)                                    Total Eligible
  Rental Equipment 

  	
   

  	
   

  	
   

  	
  891,577,815

  	
   

  	
   

  	
   

  
	
  D)                                   Adj. Net Book
  Value Percentage (Schedule C) 

  	
   

  	
   

  	
   

  	
  70

  	
  %

  	
   

  	
   

  
	
  Rental Equipment
  Availability ((1)G + (2)E)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  624,104,470

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (3)                                 Total Borrowing Base Before
  Deductions

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  655,236,525

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Less:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (4)

  	
  Excess Other Liability
  Amount

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (5)

  	
  Exposure under Interest
  Rate Agreements

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (6)

  	
  Aggregate principal
  amount of outstanding Term Loans

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (7)

  	
  Aggregate principal
  amount of outstanding Senior Secured Notes

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (8)

  	
  Reserves

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (9)                                 Borrowing Base

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  655,236,525

  	
   

  



 


Note:  For purposes of Schedules A and B, amounts
which are to be excluded per the Credit Agreement and which are not shown thereon
or above, are not applicable for this borrowing base calculation.


 













 


KS DRAFT 6/22/05


EXHIBIT P


Page 2


 


Calculation of Excess
Availability


 


	
  1)              Revolving
  Credit Commitment

  	
   

  	
  650,000,000 

  	
   

  	
   

  	
   

  
	
  2)              Less
  Reserves

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3)              Net Total Revolving Credit Commitments

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4)              Borrowing
  Base

  	
   

  	
  655,236,525

  	
   

  	
  (See Borrowing Base

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5)              Maximum
  amount of Revolving Outstandings permitted under Indentures

  	
   

  	
   

  	
   

  	
  (see Schedule D

  	
  )

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6)              Total Available (least of 3, 4 and 5)

  	
   

  	
  650,000,000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Less:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7)              Outstanding
  Letter of Credit Obligations 

  	
   

  	
  10,945,304

  	
   

  	
   

  	
   

  
	
  8)              Principal
  amount of outstanding Revolving Loans 

  	
   

  	
  115,024,074

  	
   

  	
   

  	
   

  
	
  9)              Revolving Outstandings

  	
   

  	
   

  	
   

  	
  125,969,378

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10)      Excess Availability 

  	
   

  	
   

  	
   

  	
  374,030,622

  	
   

  
							



 













 


EXHIBIT P


Page 3


 


Schedule A

Ineligible Accounts Receivable as of --/--/--


 


	
  The sum of:

  	
   

  	
   

  	
   

  
	
  a)              No
  invoice provided

  	
   

  	
   

  	
   

  
	
  A)
  Williams Scotsman, Inc. 

  	
   

  	
  $____________

  	
   

  
	
  B)
  Williams Scotsman of Canada, Inc. 

  	
   

  	
  $____________

  	
   

  
	
  b)             Affiliated
  sales or leases

  	
   

  	
   

  	
   

  
	
  A)
  Williams Scotsman, Inc. 

  	
   

  	
  $____________

  	
   

  
	
  B)
  Williams Scotsman of Canada, Inc. 

  	
   

  	
  $____________

  	
   

  
	
  c)              Past
  due (over 90 days or 120 from invoice date)

  	
   

  	
   

  	
   

  
	
  A)
  Williams Scotsman, Inc. 

  	
   

  	
  $____________

  	
   

  
	
  B)
  Williams Scotsman of Canada, Inc.

  	
   

  	
  $____________

  	
   

  
	
  d)             Payment
  Terms over 90 days

  	
   

  	
   

  	
   

  
	
  A)
  Williams Scotsman, Inc. 

  	
   

  	
  $____________

  	
   

  
	
  B)
  Williams Scotsman of Canada, Inc.

  	
   

  	
  $____________

  	
   

  
	
  e)              50%
  past due, then whole account past due 

  	
   

  	
   

  	
   

  
	
  A)
  Williams Scotsman, Inc. 

  	
   

  	
  $____________

  	
   

  
	
  B)
  Williams Scotsman of Canada, Inc.

  	
   

  	
  $____________

  	
   

  
	
  f)                Excess
  of an account more than 15% of the total AR not cover by LC or insurance

  	
   

  	
   

  	
   

  
	
  A)
  Williams Scotsman, Inc. 

  	
   

  	
  $____________

  	
   

  
	
  B)
  Williams Scotsman of Canada, Inc.

  	
   

  	
  $____________

  	
   

  
	
  g)             Contra
  Accounts

  	
   

  	
   

  	
   

  
	
  A)
  Williams Scotsman, Inc. 

  	
   

  	
  $____________

  	
   

  
	
  B)
  Williams Scotsman of Canada, Inc.

  	
   

  	
  $____________

  	
   

  
	
  h)             bankrupt
  accounts

  	
   

  	
   

  	
   

  
	
  A)
  Williams Scotsman, Inc. 

  	
   

  	
  $____________

  	
   

  
	
  B)
  Williams Scotsman of Canada, Inc.

  	
   

  	
  $____________

  	
   

  
	
  i)                 Foreign
  Accounts (Non US or Canada)

  	
   

  	
   

  	
   

  
	
  A)
  Williams Scotsman, Inc. 

  	
   

  	
  $____________

  	
   

  
	
  B)
  Williams Scotsman of Canada, Inc.

  	
   

  	
  $____________

  	
   

  
	
  j)                 Bill &
  hold, guaranteed or consignment

  	
   

  	
   

  	
   

  
	
  A)
  Williams Scotsman, Inc. 

  	
   

  	
  $____________

  	
   

  
	
  B)
  Williams Scotsman of Canada, Inc.

  	
   

  	
  $____________

  	
   

  
	
  k)              Other
  accounts

  	
   

  	
   

  	
   

  
	
  A)
  Williams Scotsman, Inc. 

  	
   

  	
  $____________

  	
   

  
	
  B)
  Williams Scotsman of Canada, Inc.

  	
   

  	
  $____________

  	
   

  
	
  l)                 the
  amount of US Federal Gov. that exceed 15% of total AR and Canadian Gov. 

  	
   

  	
   

  	
   

  
	
  A)
  Williams Scotsman, Inc. 

  	
   

  	
  $____________

  	
   

  
	
  B)
  Williams Scotsman of Canada, Inc.

  	
   

  	
  $____________

  	
   

  
	
  m)           Sales or
  leases that are not final

  	
   

  	
   

  	
   

  
	
  A)
  Williams Scotsman, Inc. 

  	
   

  	
  $____________

  	
   

  
	
  B)
  Williams Scotsman of Canada, Inc.

  	
   

  	
  $____________

  	
   

  
	
  n)             Accounts
  that are not legal, or up to code

  	
   

  	
   

  	
   

  
	
  A)
  Williams Scotsman, Inc. 

  	
   

  	
  $____________

  	
   

  
	
  B)
  Williams Scotsman of Canada, Inc.

  	
   

  	
  $____________

  	
   

  
	
  o)             Accounts
  that do not have valid, perfected first liens or do not conform with Credit
  Agreement

  	
   

  	
   

  	
   

  
	
  A)
  Williams Scotsman, Inc. 

  	
   

  	
  $____________

  	
   

  
	
  B)
  Williams Scotsman of Canada, Inc.

  	
   

  	
  $____________

  	
   

  
	
  p)             Accounts
  subject to Surety Bonds

  	
   

  	
   

  	
   

  
	
  A)
  Williams Scotsman, Inc. 

  	
   

  	
  $____________

  	
   

  
	
  B)
  Williams Scotsman of Canada, Inc.

  	
   

  	
  $____________

  	
   

  
	
  Total Ineligible

  	
   

  	
  $____________

  	
   

  



 


 













 


 


EXHIBIT P


Page 4


 


Schedule B


 


Rental Equipment Ineligibility


 


	
  Rental Equipment
  that has been or reasonably should be classified as unrentable 

  	
   

  	
  4,817,634

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Other
  ineligibles pursuant to the Credit Agreement

  	
   

  	
  -

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total
  Ineligible Rental Equipment 

  	
   

  	
  4,817,634

  	
   

  



 













 


EXHIBIT P


Page 5


 


Schedule C


 


Adjusted Net Book Value
Percentage


 


	
  Lesser of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (x) Orderly
  Liquidation Value at 12/31/04 (a)

  	
   

  	
  800,392

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  85% 

  	
   

  	
  85%

  	
   

  
	
   

  	
   

  	
  680,333

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  and

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (y) Net Book
  Value of Eligible Rental Equipment as of 12/31/04 (a)

  	
   

  	
  877,596

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  70% 

  	
   

  	
  70%

  	
   

  
	
   

  	
   

  	
  614,317

  	
   

  



 


Adjusted Net Book Value Percentage is 70% based on
the above calculation.


 


 


(a)  date of last appraisal
required under Credit Agreement appraisal


 













 


 


Schedule D


 


Maximum Amount of Revolving
Outstandings

Permitted under Indentures


 


	
  (1)                                  Rental
  Equipment Availability

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  A)                                 Total
  net book value of Eligible Rental Equipment (line (2)C of Borrowing Base)

  	
   

  	
  896,645,858

  	
   

  	
   

  	
   

  	 

	
  B)                                   Advance
  Rate

  	
   

  	
  75%

  	
   

  	
   

  	
   

  	 

	
  C)                                   Rental
  Equipment Availability

  	
   

  	
   

  	
   

  	
  672,484,393

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  (2)                                  Accounts
  Receivable Availability

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  A)                                 Total
  book value of Eligible Accounts Receivable (line (1)C of Borrowing Base)

  	
   

  	
  38,503,726

  	
   

  	
   

  	
   

  	 

	
  B)                                   Advance
  Rate

  	
   

  	
  85%

  	
   

  	
   

  	
   

  	 

	
  C)                                   Accounts
  Receivable Availability

  	
   

  	
   

  	
   

  	
  32,728,167

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  (3)                                  Equipment
  and accounts receivable availability before deductions

  	
   

  	
   

  	
   

  	
  705,212,561

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  (4)                                  Senior
  Secured Notes Indenture deductions  

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  Less:

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  Sales tax payable 

  	
   

  	
  (398,036

  	
  )

  	
   

  	
   

  	 

	
  Aggregate
  principal amount of outstanding Senior Secured Notes (line (7) of
  Borrowing Base)

  	
   

  	
  (150,000,000

  	
  )

  	
   

  	
   

  
	
  Plus:

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  Aggregate
  principal amount of Senior Secured Notes redeemed or repurchased less net
  proceeds from Permitted Units Financing1

  	
   

  	
  -

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  (5)                                  Total
  Senior Secured Notes Indenture deductions

  	
   

  	
  (150,398,036)

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  (6)                                  Senior
  Unsecured Notes Indenture deductions

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  Less:

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  Sales tax payable

  	
   

  	
  (398,036)

  	
   

  	
   

  	
   

  	 

	
  Net proceeds from Permitted Units Financing2

  	
   

  	
  -

  	
   

  	
   

  	
   

  	 

	
  Outstanding Attributable Debt

  	
   

  	
  -

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  (7)                                  Total
  Senior Unsecured Notes Indenture deductions

  	
   

  	
  (398,036)

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  (8)                                  Availability
  after Indenture deductions ((3) less the greater of (5) and (7))

  	
   

  	
   

  	
   

  	
  554,814,525 

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  (9)                                  Aggregate
  principal amount of outstanding Term Loans

  	
   

  	
   

  	
   

  	
  (150,000,000

  	
  )

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  (10)                            Availability

  	
   

  	
   

  	
   

  	
  404,814,525

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  (11)                          Maximum permitted amount (greater of $300,000,000
  and (10))

  	
   

  	
   

  	
   

  	
  404,814,525

  	
   

  	 




 










1      permitted
under and as such term is defined in the Senior Secured Notes Indenture; such
reduction shall apply only to the extent of any outstanding balance on such
financing and for so long as it is in effect


 


2      permitted
under and as such term is defined in the Senior Unsecured Notes Indenture; such
reduction shall apply only to the extent of any outstanding balance on such
financing and for so long as it is in effect


 













 


EXHIBIT Q-1


 


FORM OF ASSIGNMENT

AND

ASSUMPTION AGREEMENT1


 


This Assignment and Assumption Agreement (the “Assignment”),
is dated as of the Effective Date set forth below and is entered into by and
between the Assignor identified in item 1 below (the “Assignor”)
and [the] [each] Assignee identified in [item 2] [item 3] below ([the] [each
an] “Assignee”).  Capitalized
terms used herein but not defined herein shall have the meanings given to them
in the Amended and Restated Credit Agreement identified below (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), receipt of a copy of which is hereby acknowledged by the
Assignee.  The Standard Terms and
Conditions set forth in Annex 1 hereto (the “Standard Terms and Conditions”)
are hereby agreed to and incorporated herein by reference and made a part of
this Assignment as if set forth herein in full.


 


For an agreed consideration, the Assignor hereby
irrevocably sells and assigns to [the] [each] Assignee, and [the] [each]
Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit
Agreement, as of the Effective Date inserted by the Administrative Agent as
contemplated below, the interest in and to all of the Assignor’s rights and
obligations under the Credit Agreement and any other documents or instruments
delivered pursuant thereto that represents the amount and percentage interest
identified below of all of the Assignor’s outstanding rights and obligations
under the respective facilities identified below (including, to the extent
included in any such facilities, Letters of Credit) (the “Assigned Interest”).  [Each] [Such] sale and assignment is without
recourse to the Assignor and, except as expressly provided in this Assignment,
without representation or warranty by the Assignor.


 


	
  1.

  	
   

  	
  Assignor:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [2.

  	
   

  	
  Assignee:

  	
   

  	
  ]2 

  



 


[2][3].                 Credit Agreement:


 


Amended and
Restated Credit Agreement, dated as of June __, 2005, among Williams
Scotsman International, Inc. (formerly known as Scotsman Holdings, Inc.)
(“Holdings”), Williams Scotsman, Inc. (the “Borrower”), the
financial institutions from time to time party thereto (the “Lenders”),
Bank of America, N.A., as Issuing Lender and Administrative Agent, Deutsche
Bank Trust Company Americas, 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 (such Amended and Restated Credit 


 










	
  1

  	
  This Form of Assignment and Assumption
  Agreement should be used by Lenders for an assignment to a single Assignee or
  to funds managed by the same investment managers.

  
	
   

  	
   

  
	
  2

  	
  Item 2 should list the Assignee if the form
  is used for a single Assignee. In the case of an assignment to funds managed
  by the same or related investment managers, the Assignees should be listed in
  bracketed item 3.

  



 


 








 


Exhibit Q-1


Page 2


 


Agreement, as in
effect on the date of this Assignment, being herein called the “Credit
Agreement”).


 


[3.                                   Assigned Interest:3


 


	
   

  	
  Facility

  assigned

  	
  Aggregate Amount of

  Commitment/Loans for

  all Lenders

  	
  Amount of

  Commitment/Loans

  Assigned4

  	
  Percentage of Assigned

  Commitment/Loans5

  
	
  [Name of 

  Assignee]

  	
   

  	
  $__________

  	
  $__________

  	
  __________%

  
	
  [Name of 

  Assignee]

  	
   

  	
  $__________

  	
  $__________

  	
  __________%]

  



 










3                                            Insert
this chart if this Form of Assignment and Assumption Agreement is being
used for assignment to funds managed by the same or related investment
managers.


 


4                                            Assignments
made pursuant to Section 11.6(b)(A)(y) shall not be less than $1,000,000
in the case of such Lender’s Term Loan or $5,000,000 in the case of such Lender’s
Revolving Credit Commitment.


 


5                                            Set
forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all
Lenders thereunder.


 








 


Exhibit Q-1


Page 3


 


[3.                                   Assigned Interest:6


 


	
  Facility assigned

  	
  Aggregate Amount of

  Commitment/Loans for

  all Lenders

  	
  Amount of

  Commitment/Loans

  Assigned7

  	
  Percentage of Assigned

  Commitment/Loans8

  
	
  Revolving Loan Commitment (including assigned share
  of outstanding Revolving Loans and Letter of Credit Outstandings)

   

  	
  $__________

   

  	
  $__________

   

  	
  __________%

   

  
	
  Term Loans

  	
  $__________

   

  	
  $__________

  	
  __________%]

  



 










6                                            Insert
this chart if this Form of Assignment and Assumption Agreement is being
used by a Lender for an assignment to a single Assignee.


 


7                                            Assignments
made pursuant to Section 11.6(b)(A)(y) shall not be less than $1,000,000
in the case of such Lender’s Term Loan or $5,000,000 in the case of such Lender’s
Revolving Credit Commitment.


 


8                                            Set
forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all
Lenders thereunder.


 








 


Exhibit Q-1


Page 4


 


Effective Date ___________, ____, 20___.


 


The terms set forth in this Assignment are hereby
agreed to


 


	
  ASSIGNOR

  	
  ASSIGNEE

  
	
  [NAME OF ASSIGNOR]

  	
  [NAME OF ASSIGNEE]9

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  



 


 


	
   

  	
   

  	
  [Payment Instructions:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
   

  	
   

  
	
   

  	
   

  	
  Reference:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for Notices:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Relationship Contact:

  	
   

  	
  ]10

  
						



 










9                                            Add
additional signature blocks, as needed, if this Form of Assignment and
Assumption Agreement is being used by funds managed by the same or related
investment managers.


 


10                                        This
information should only be inserted if this Form of Assignment and
Assumption Agreement is being used by a Lender for an assignment to a single
Assignee.


 








 


Exhibit Q-1


Page 5


 


[Acknowledged and Agreed:


 


	
  WILLIAMS SCOTSMAN, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
  ]11

  	
   

  
	
   

  	
   

  
	
  [

  	
  ,

  	
   

  
	
  as Issuing Lender

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
  ]12

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [BANK OF AMERICA, N.A.,

  	
   

  
	
  as Administrative Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
  ]13

  	
   

  
							



 










11                                        Insert
to the extent required pursuant to Section 11.6(b)(A)(y).


 


12                                        Insert
signature blocks for each Issuing Lender in the case of any assignment of the
Revolving Credit Commitments.


 


13                                        Insert
to the extent required pursuant to Section 11.6(b)(A).


 


 








 


Annex I


 


Williams Scotsman, Inc.


 


AMENDED AND RESTATED
CREDIT AGREEMENT


 


STANDARD TERMS AND
CONDITIONS FOR ASSIGNMENT

AND ASSUMPTION AGREEMENT


 


1.                                       Representations and Warranties.


 


1.1.                              Assignor.  The Assignor (a) represents
and warrants that (i) it is the legal and beneficial owner of the Assigned
Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance
or other adverse claim and (iii) it has full power and authority, and has
taken all action necessary, to execute and deliver this Assignment and to
consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or
representations made in or in connection with any Credit Document, (ii) the
execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Amended and Restated Credit Agreement, any other Credit Document
or any other instrument or document delivered pursuant thereto, other than this
Assignment, or any collateral thereunder, (iii) the financial condition of
the Borrower, any of its Subsidiaries or Affiliates or any other Person
obligated in respect of any Credit Document or (iv) the performance or
observance by the Borrower, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Credit Documents.


 


1.2.                              Assignee.  [The] [Each]
Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute an deliver this
Assignment and to consummate the transactions contemplated hereby and to become
a Lender under the Amended and Restated Credit Agreement, (ii) it meets
all requirements of an Eligible Transferee under the Amended and Restated
Credit Agreement, (iii) from and after the Effective Date, it shall be
bound by the provisions of the Amended Restated Credit Agreement and, to the
extent of the Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it has received a copy of the Amended and Restated Credit
Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 6.10 or 7.1(a) or (b) thereof, as
applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and to purchase the Assigned Interest on the basis of which it has
made such analysis and decision and (v) if it is organized under the laws
of a jurisdiction outside the United States, attached to this Assignment is any
documentation required to be delivered by it pursuant to the terms of the
Amended and Restated Credit Agreement, duly completed and executed by [the]
[each] Assignee; and (b) agrees that (i) it will, independently and
without reliance on the Administrative Agent, the Assignor or any other Lender,
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Documents, and (ii) it will perform in accordance with
their terms all of the obligations which by the terms of the Credit Documents
are required to be performed by it as a Lender.


 


2.                                       Payment.  From and
after the Effective Date, the Administrative Agent shall make all payment in
respect to the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignor for amounts which have accrued to but
excluding the Effective 


 








 


Annex I


Page 2


 


Date and to [the] [each] Assignee for amounts which
have accrued from and after the Effective Date.


 


3.                                       General Provisions. 
This Assignment shall be binding upon, and inure to the benefit of, the
parties hereto and their respective successors and assigns.  This Assignment may be executed in any number
of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a
signature page of this Assignment by telecopy shall be effective as
delivery of a manually executed counterpart of the Assignment.  THIS ASSIGNMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK
(INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS).


 













 


EXHIBIT Q-2


 


FORM OF NOTICE OF ASSIGNMENT


 


[DATE]


 


Bank of America, N.A., as

Administrative Agent

335 Madison Avenue

New York, New York  10017


 


Attention:


 


 


re:                                   Amended
and Restated Credit Agreement dated as of June __, 2005 (the “Credit
Agreement”), among Williams Scotsman International, Inc. (formerly
known as Scotsman Holdings, Inc.), Williams Scotsman, Inc., the
financial institutions from time to time party thereto, Bank of America, N.A.,
as Administrative Agent, Deutsche Bank Trust Company Americas, 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


 


1.  Reference is made to the above-referenced
Credit Agreement; unless otherwise defined herein, all terms defined in the
Credit Agreement shall have the same meanings when used herein.


 


2.  [NAME OF ASSIGNOR] (“Assignor”) has
sold to [NAME OF ASSIGNEE] (“Assignee”) an assignment of $______
aggregate principal amount of outstanding Term Loans and $_______ of Revolving
Credit Commitments 1  (together
Commitments (together with the related outstanding principal of Revolving Loans
and outstanding Letter of Credit Obligations)).2


 


3.  Assignee hereby elects to become party to,
and be bound by each of the provisions of, the Credit Agreement as a “Lender”
with outstanding principal of Term Loans and a Revolving Credit Commitment
equal to the respective amounts set forth in clause 2 above.3


 










1                                            Assignments
made pursuant to Section 11.6(b)(A)(y) shall not be less than $1,000,000 in the
case of such Lender’s Term Loan or $5,000,000 in the case of such Lender’s
Revolving Credit Commitment.


 


2                                            If
only Term Loans or Revolving Credit Commitments are being assigned, adjust
sentence accordingly.


 


3                                            If
only Term Loans or Revolving Credit Commitments are being assigned, adjust
sentence accordingly.


 


 













 


Exhibit Q-2


Page 2


 


4.  Assignee hereby makes, as to itself, the
representations set forth in Section 11.6 of the Credit Agreement.


 


5.  Assignee’s address for purposes of notices
under the Credit Agreement is:


 


[INSERT ASSIGNEE’S
ADDRESS]


 


 


6.  Attached as Annex I hereto is a true and
correct copy of the Assignment and Assumption Agreement executed pursuant to
and in accordance with Section 11.6(b)(A) of the Credit Agreement.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  [NAME OF
  ASSIGNOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [NAME OF
  ASSIGNEE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 













 


ANNEX I TO EXHIBIT Q-2


 


ASSIGNMENT AND ASSUMPTION AGREEMENT


 













 


EXHIBIT R


 


FORM OF INCREMENTAL COMMITMENT AGREEMENT


 


[Name(s) of Lender(s)]


 


 


[Date]


 


 


Williams Scotsman, Inc.,
as Borrower


under
the Credit Agreement referred


to
below


8211 Town Center Drive


Baltimore, Maryland  21236


Attention:  John B. Ross


 


 


re:            Incremental Revolving Credit
Commitment


 


Ladies and Gentlemen:


 


Reference is hereby made to the Amended and Restated
Credit Agreement, dated as of June    , 2005 (as further
amended, modified, extended, renewed, restated or supplemented from time to
time, the “Credit Agreement”), among Williams Scotsman International, Inc.
(formerly known as Scotsman Holdings, Inc.) (“Holdings”), Williams
Scotsman, Inc. (the “Borrower”), the financial institutions from
time to time party thereto (the “Lenders”), and Bank of America, N.A.,
as Administrative Agent, Deutsche Bank Trust Company Americas, as Syndication
Agent, Citicorp USA, Inc., Wells Fargo Foothill, LLC 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.  Unless otherwise defined
herein, capitalized terms used herein shall have the respective meanings set
forth in the Credit Agreement.


 


Each financial institution (each, an “Incremental
Revolving Credit Lender”) party to this letter agreement (this “Agreement”)
hereby severally agrees to provide under the Credit Agreement the Incremental
Revolving Credit Commitments (each, an “Incremental Revolving Credit
Commitment”) set forth opposite its name on Annex I attached hereto.  Each Incremental Revolving Credit Commitment
provided pursuant to this Agreement shall be subject to the terms and
conditions set forth in the Credit Agreement, including Sections 2.1(d) and
(e) thereof.


 


Each Incremental Revolving Credit Lender and the
Borrower acknowledge and agree that (i) the Incremental Revolving Credit
Commitments provided pursuant to this Agreement shall constitute Revolving
Credit Commitments (in the amounts specified in Annex I attached hereto) under,
and as defined in, the Credit Agreement and (ii) the maturity date and
interest rate (i.e., the Applicable Margin) applicable to the Revolving Loans
to be made under


 













 


Exhibit R


Page 2


 


such respective Revolving Credit Commitments as
contemplated herein and in the Credit Agreement shall be identical to those
applicable to the Revolving Loans under the Credit Agreement.  Each Incremental Revolving Credit Lender and
the Borrower further agree that, with respect to the Incremental Revolving
Credit Commitments provided by it pursuant to this Agreement, such Revolving
Credit Lender shall receive such upfront fees, if any, as specified in Annex I
attached hereto, which upfront fee shall be due and payable to such Incremental
Revolving Credit Lender upon the Agreement Effective Date (as defined below) or
as otherwise specified in Annex I.


 


Each Incremental Revolving Credit Lender party to this
Agreement, to the extent that it is not already a Lender under the Credit
Agreement, (i) confirms that it has received a copy of the Credit
Agreement and the other Credit Documents, together with copies of the financial
statements referred to therein and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter
into this Agreement and to become a Lender under the Credit Agreement; (ii) agrees
that it will, independently and without reliance upon any Agent or any Lender
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement; (iii) appoints and authorizes each Agent
(including the Administrative Agent in its capacity as Collateral Agent) to
take such action as agent on its behalf and to exercise such powers under the
Credit Agreement and the other Credit Documents as are delegated to such by the
terms thereof, together with such powers as are reasonably incidental thereto; (iv) agrees
that it will perform in accordance with its terms all of the obligations which
by the terms of the Credit Agreement are required to be performed by it as a
Lender; and (v) in the case of each such Incremental Revolving Credit
Lender which is organized under the laws of a jurisdiction outside the United
States and is not already a Lender, attaches the forms prescribed by the
Internal Revenue Service of the United States, as described in Section 2.9
of the Credit Agreement, certifying as to such Incremental Revolving Credit
Lender’s status for purposes of determining exemption from United States
withholding taxes with respect to all payments to be made to such Incremental
Revolving Credit Lender under the Credit Agreement and the other Credit
Documents.  Upon (i) the execution
of a counterpart of this Agreement by the Incremental Revolving Credit Lenders,
the Administrative Agent and the Borrower, (ii) the delivery to the
Administrative Agent of a fully executed copy (including by way of counterparts
and by facsimile) hereof, (iii) the payment of any fees required pursuant
to this Agreement and (iv) the satisfaction of any other conditions
precedent set forth in Annex I hereto (such date, the “Agreement Effective
Date”), each Incremental Revolving Credit Lender party hereto (i) shall
be obligated to make the Incremental Revolving Loans provided to be made by it
as provided in this Agreement on the terms, and subject to the conditions, set
forth in the Credit Agreement, and, to the extent that it is not already a
Lender, shall become a Lender pursuant to the Credit Agreement, and (ii) to
the extent provided in this Agreement, shall have the rights and obligations of
a Lender thereunder and under the other Credit Documents.


 


The Borrower acknowledges and agrees that (i) it
shall be liable for all Obligations with respect to the Incremental Revolving
Credit Commitments provided hereby including, without limitation, any Loans
made pursuant thereto and (ii) all such Obligations (including any such
Loans) shall be entitled to the  benefits
of the Collateral Documents.


 


 













 


Exhibit R


Page 3


 


[Each Subsidiary Guarantor acknowledges and agrees
that all Obligations with respect to the Incremental Revolving Credit
Commitments provided hereby and any Loans made pursuant thereto shall (i) be
fully guaranteed pursuant to the Subsidiaries Guaranty in accordance with the
terms and provisions thereof and (ii) be entitled to the benefits of the
Collateral Documents, and attached hereto as Annex II are resolutions from each
such Subsidiary Guarantor covering the matters set forth in preceding clauses (i) and
(ii).]1


 


Attached hereto as Annex III is an opinion of ______________,
counsel to the Borrower, delivered as required pursuant to Section 2.1(e)(iv) of
the Credit Agreement.


 


You may accept this Agreement by signing the enclosed
copies in the space provided below, and returning one copy of same to us before
the close of business on ______________ ____, ______.  If you do not so accept this Agreement by
such time, our Incremental Revolving Credit Commitments set forth in this
Agreement shall be deemed canceled.


 


After the execution and delivery to the Administrative
Agent of a fully executed copy of this Agreement (including by way of
counterparts and by usage of facsimile transmission) by the parties hereto,
this Agreement may only be changed, modified or varied by written instrument in
accordance with the applicable requirements for the modification of Credit
Documents pursuant to Section 11.10 of the Credit Agreement.


 


*      *     *


 










1                    This paragraph may be inserted in the Incremental
Commitment Agreement, in which case each Subsidiary Guarantor shall be required
to execute and deliver a copy hereof. 
Alternatively, this acknowledgment may be separately provided by the
Subsidiary Guarantors pursuant to documentation reasonably satisfactory to the
Administrative Agent. 


 













 


Exhibit R


Page 4


 


THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO
CONFLICT OF LAWS PROVISIONS).


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [NAMES OF LENDERS]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 













 


Exhibit R


Page 5


 


Agreed to and Accepted


this ____ day of __________,
200___:


 


	
  WILLIAMS
  SCOTSMAN, INC.,

  	 

	
  as
  Borrower

  	 

	
   

  	 

	
   

  	 

	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	 

	
   

  	
  Title:

  	 

	
   

  	 

	
   

  	 

	
  [Consented to
  this ___ day of

  	 

	
  ___________, 200___:]2

  	 

	
   

  	 

	
  BANK OF AMERICA,
  N.A.,

  	 

	
  as
  Administrative Agent

  	 

	
   

  	 

				



 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


	
   

  
	
   

  
	
  [NAME OF EACH
  ISSUING LENDER]

  
	
   

  



 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


	
   

  
	
   

  
	
  [Insert
  signature blocks for each Subsidiary Guarantor]3

  



 


 










2                    Insert in the
event any Incremental Revolving Credit Commitment hereunder is being provided
by a Person that is not then an existing Lender.


3                    See footnote
number 1.


 













 


Exhibit R


Page 6


 


ANNEX 1


 


1.             Agreement Effective Date: ________________, ______ (the “Agreement
Effective Date”)


 


2.             Incremental Revolving Credit Commitments (as of the
Agreement Effective Date):


 


	
  Lender

  	
   

  	
  Incremental

  Revolving

  Credit

  Commitment4

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
   

  



 


3.             Upfront Fees:5


 


4.             Other Conditions:6


 










4                    Must be at least $5,000,000, in integral multiples of
$1,000,000 in excess thereof.


 


5                    Insert upfront fees as may be agreed to by the
Borrower and the Incremental Revolving Credit Lenders with respect to the
Incremental Revolving Credit Commitments.


 


6                    Insert any conditions which may be required to be
satisfied prior to the Agreement Effective Date as contemplated in the Credit
Agreement.


 


 













 


EXHIBIT S 


 


FORM OF
ASSIGNMENT AND ASSUMPTION AGREEMENT


 


THIS
ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of June 28,
2005, is entered into by and among each of the lending institutions identified
on the signature pages hereto as an “Assignor”, in its capacity as a
Lender party to the Current Credit Agreement (as defined below) (each such
lending institution being referred to as an “Assignor” and all of such lending
institutions collectively being referred to as the “Assignors”); DEUTSCHE BANK
TRUST COMPANY AMERICAS (“DBTCA”), in its capacities as administrative agent and
payments administrator under the Current Credit Agreement (in such capacities,
collectively, the “Current Administrative Agent”); DBTCA, in its capacity as
collateral agent under the Collateral Documents (as defined in the Current
Credit Agreement) (in such capacity, the “Current Collateral Agent”); BANK OF
AMERICA, N.A. (“BofA”) and DBTCA, each in its capacity as assignee (each, an “Assignee”
and collectively, the “Assignees”); WILLIAMS SCOTSMAN, INC. (the “Borrower”)
and WILLIAMS SCOTSMAN INTERNATIONAL, INC. (formerly known as Scotsman Holdings, Inc.)
(“Holdings” and together with the Borrower, each, a “Credit Agreement Party”
and collectively, the “Credit Agreement Parties”).  Unless otherwise defined herein, all
capitalized terms used herein without definition shall have the respective
meanings provided such terms in the Current Credit Agreement.


 


WITNESSETH:


 


WHEREAS, the Borrower,
Holdings, the Assignors, BofA, DBTCA, certain other financial institutions and
the Current Administrative Agent are parties to a certain Credit Agreement
dated as of March 26, 2002, 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 “Current Credit Agreement”);


 


WHEREAS, the Assignors
have made term loans to the Borrower under the Current Credit Agreement (such
term loans, the “Term Loans”) and/or have commitments to make revolving credit
loans and advances to or for the benefit of the Borrower (such revolving credit
loans and advances, the “Revolving Loans”) and to purchase participations in
certain letters of credit issued from time to time under the Current Credit
Agreement on request of the Borrower. 
Pursuant to the Commitments, the Assignors have extended Term Loans and
Revolving Loans (collectively, the “Loans”) to the Borrower;


 


WHEREAS, the Assignees
desire to purchase from the Assignors, and the Assignors desire to sell,
transfer and assign to the Assignees, as herein provided, all of the Assignors’
rights, interests, obligations and Revolving Credit Commitments arising under
the Current Credit Agreement and all other Credit Documents, including, without
limitation (i) all of the Assignors’ Revolving Credit Commitments to make
Revolving Loans under the Current Credit Agreement (collectively, the “Assignors’
Revolving Credit Commitments”), (ii) all of the Loans made under the
Current Credit Agreement 


 


 













 


owing to the
Assignors and (iii) all other rights, title and interest of, all
obligations and amounts owing to, and all claims, benefits, powers, rights and
privileges accruing to, the Assignors in, to and under the Credit Documents, except that such sale, transfer and
assignment shall not include those rights and obligations of the Assignors
specifically excluded therefrom as provided in this Agreement;


 


WHEREAS, the Assignors,
the Current Administrative Agent, the Current Collateral Agent, the Assignees,
the Borrower and Holdings also desire the Assignees to assume, as herein
provided, the Assignors’ Revolving Credit Commitments and all of the other
obligations of the Assignors under the Current Credit Agreement and the other
Credit Documents, except that such assumption shall not include those
obligations of the Assignors specifically excluded therefrom as provided in
this Agreement;


 


WHEREAS, BofA desires to
purchase from the Current Administrative Agent and the Current Collateral
Agent, respectively, and the Current Administrative Agent and the Current
Collateral Agent desire to sell, transfer and assign to BofA, all of the
Current Administrative Agent’s and the Current Collateral Agent’s respective
rights, interests and obligations arising under the Current Credit Agreement
and all other Credit Documents, including, without limitation, all rights,
title and interest of, all obligations and amounts owing to, and all claims,
benefits, powers, rights and privileges, including without limitation those as
payee, secured party, assignee, pledgee, mortgagee or otherwise, accruing to,
the Current Administrative Agent or the Current Collateral Agent, as appropriate,
in, to and under the Credit Documents, except
that such sale, transfer and assignment shall not include those rights and
obligations of the Current Administrative Agent and the Current Collateral
Agent specifically excluded therefrom as provided in this Agreement;


 


WHEREAS, the Assignors,
the Current Administrative Agent, the Current Collateral Agent, the Assignees,
the Borrower and Holdings also desire BofA to assume all of the obligations of
the Current Administrative Agent and the Current Collateral Agent under the
Current Credit Agreement and the other Credit Documents, except that such
assumption shall not include those obligations of the Current Administrative
Agent and the Current Collateral Agent specifically excluded therefrom as
provided in this Agreement;


 


WHEREAS, on the Effective
Date immediately prior to the effectiveness of the assignments and assumptions
set forth in Section 1 hereof, the Majority Lenders of each Tranche and
the Required Lenders are agreeing to amend the Current Credit Agreement to
provide, among other things, that the Borrower shall borrow from the Current
Administrative Agent a Revolving Loan in the amount of $53,988,557.30 and use
the proceeds of such Loan for the sole purpose of repaying in full the
principal amount of, and interest accrued but unpaid on, Loans owing to the
Lenders whose names and Loan balances are set forth on Schedule B
hereto (such Lenders are hereinafter called the “Non-Assigning Lenders”) and
all other amounts owing to the Non-Assigning Lenders under the Current Credit
Agreement; and


 


2













 


 


WHEREAS, following the
consummation of the transactions contemplated hereby, the Current Credit
Agreement will be amended and restated (as so amended and restated, the “Amended
and Restated Credit Agreement”) in the form approved solely by the Borrower,
Holdings and the Assignees.


 


NOW, THEREFORE, in
consideration of the mutual premises and covenants contained herein, the
parties hereto hereby agree as follow:


 


1.                                       Assignment and Assumption.  Effective
on the Effective Date (as defined below) and upon receipt of the payments
provided in Section 3(a) hereof,


 


(i)                                     subject
to clause (vii) below, each of the Assignors hereby sells, assigns and
transfers to each of the Assignees, without recourse, representation or
warranty of any kind, express or implied (except as provided expressly in Section 7
hereof), such Assignee’s Assignment Percentage (as defined below) of such
Assignor’s rights, interests, obligations and Revolving Credit Commitments
arising under the Current Credit Agreement and all other Credit Documents,
including without limitation such Assignee’s Assignment Percentage of (A) all
of such Assignor’s Revolving Credit Commitment, (B) all of the Loans made
under the Current Credit Agreement owing to such Assignor and (C) all
other rights, title and interest of, all obligations and amounts owing to, and
all claims, benefits, powers, rights and privileges accruing to, such Assignor
in, to and under the Credit Documents (all of the foregoing, with respect to
any Assignor, being referred to collectively as “such Assignor’s Assigned
Assignor Rights” and, collectively for all the Assignors, being referred to as
the “Assigned Assignor Rights”);


 


(ii)                                  subject
to clause (vii) below, each of the Assignees hereby irrevocably purchases
and acquires from each of the Assignors the rights, title and interest in the
portion of such Assignor’s Assigned Assignor Rights assigned by such Assignor
to such Assignee under clause (i) above in reliance upon the
representations and warranties of each of the Assignors, the Current
Administrative Agent and the Current Collateral Agent made in Section 7
hereof;


 


(iii)                               subject
to clause (vii) below, each of the Assignees hereby irrevocably
assumes from each of the Assignors, and each of the Assignors is hereby
expressly and absolutely released and relieved from, all of such Assignor’s
obligations arising under the Current Credit Agreement and the other Credit
Documents (including without limitation those obligations relating to such
Assignor’s portion of (i) the Assignors’ Revolving Credit Commitments and (ii) the
Loans), in each instance, assigned by such Assignor to such Assignee under
clause (i) above;


 


(iv)                              subject
to clauses (vii) and (viii) below, each of the Current Administrative
Agent and the Current Collateral Agent hereby sells, assigns and transfers to
BofA, without recourse, representation or warranty of any kind, express or
implied (except as provided expressly in Section 7 hereof), all of the 


 


3













 


 


Current Administrative Agent’s
and the Current Collateral Agent’s respective rights, interests and obligations
arising under the Current Credit Agreement and all other Credit Documents,
including without limitation all rights, title and interest of, all obligations
and amounts owing to, and all claims, benefits, powers, rights and privileges,
including without limitation those as payee, secured party, assignee, pledgee,
mortgagee or otherwise, accruing to, the Current Administrative Agent or the
Current Collateral Agent, as appropriate, in, to and under the Credit Documents
(all of the foregoing being referred to collectively as the “Assigned Agent
Rights” and together with the Assigned Assignor Rights, the “Assigned Rights”);


 


(v)                                 subject
to clauses (vii) and (viii) below, BofA hereby irrevocably
purchases and acquires from each of the Current Administrative Agent and the
Current Collateral Agent the Current Administrative Agent’s and the Current
Collateral Agent’s respective rights, title and interest in the Assigned Agent
Rights in reliance upon the representations and warranties of each of the
Assignors, the Current Administrative Agent and the Current Collateral Agent
made in Section 7 hereof;


 


(vi)                              subject
to clauses (vii) and (viii) below, BofA hereby irrevocably assumes
from each of the Current Administrative Agent and the Current Collateral Agent,
and each of the Current Administrative Agent and the Current Collateral Agent
is hereby expressly and absolutely released and relieved from, all of each of
the Current Administrative Agent’s and the Current Collateral Agent’s
obligations arising under the Current Credit Agreement and the other Credit
Documents;


 


(vii)                           notwithstanding
the foregoing, the Assigned Rights shall expressly not include, and the
Assignors, the Current Administrative Agent and the Current Collateral Agent
shall expressly retain and neither of the Assignees shall assume, (A) all
of the respective rights of the Assignors, the Current Administrative Agent and
the Current Collateral Agent to indemnification arising under any of the Credit
Documents for acts or events occurring on or before the Effective Date, (B) all
obligations with respect to any Commitments (other than Revolving Credit
Commitments) or to make any further Term Loans (the Borrower agreeing that such
obligations, if any, are hereby terminated and discharged), (C) all
obligations not expressly set forth in the Credit Documents, and (D) all
obligations with respect to any Interest Rate Agreement or Other Hedging
Agreement; and


 


(viii)                        the sale,
assignment and transfer by the Current Administrative Agent and the Current
Collateral Agent of their respective rights, title and interest in the Assigned
Rights as provided above shall be made to BofA, in its capacities as
administrative agent and collateral agent, respectively, under the Amended and
Restated Credit Agreement, and the assumption by BofA of the obligations of the
Current Administrative Agent and the Current Collateral Agent under the Credit
Documents as provided above shall be by BofA, in its capacities as 


 


4













 


administrative agent and
collateral agent, respectively, under the Amended and Restated Credit
Agreement.


 


For
purposes hereof, the Assignment Percentage of either Assignee with respect to
any particular Assignor shall mean such percentage of such Assignor’s Assigned
Assignor Rights (or if such Assignor is owed both Revolving Loans and Term
Loans, such respective percentages of different portions of such Assignor’s
Assigned Assignor Rights) such that immediately after giving effect to all of
the sales, assignments and transfers under clause (i) above and the
Revolving Loan made by the Current Administrative Agent to repay in full the
Loans and other amounts owing to the Non-Assigning Lenders, BofA and DBTCA shall
own 60% and 40%, respectively, of all of the Lenders’ rights, interests,
obligations and Revolving Credit Commitments arising under the Current Credit
Agreement and all other Credit Documents, including without limitation (A) all
of the Revolving Credit Commitments of all the Lenders, (B) all of the
outstanding Loans made under the Current Credit Agreement and (C) all
other rights, title and interest of, all obligations and amounts owing to, and
all claims, benefits, powers, rights and privileges accruing to, all the
Lenders in, to and under the Credit Documents (but excluding from the foregoing
determination the rights and obligations of the type described in clause (vii) above,
whether such excluded rights and obligations are held or owing by any of the
Assignors, the Non-Assigning Lenders or either of BofA or DBTCA).  The Current Administrative Agent and the
Assignees shall cooperate with each other to determine the Assignment
Percentage of each Assignee with respect to any particular Assignor and the
Current Administrative Agent shall notify each Assignee of the Assignment
Percentage of such Assignee with respect to each Assignor.


 


2.                                       Closing.  The closing (the “Closing”) of
this assignment transaction will take place at the offices of Kaye Scholer LLP,
counsel to BofA, located at 425 Park Avenue, New York, New York, at 10:00 a.m.,
New York City time, on June 28, 2005 or at such other time, day or place
as the parties hereto may mutually agree upon.


 


3.                                       Payment.  (a)  In consideration
of the assignment by each Assignor to each Assignee as set forth above, (i) each
Assignee agrees to pay to each Assignor (in the manner provided in the
immediately succeeding sentence) at the Closing, in U.S. Dollars and in
immediately available funds, an amount equal to the then outstanding principal
balance of the Loans assigned by such Assignor to such Assignee hereunder and (ii) the
Borrower agrees to pay to the Assignors, BofA, DBTCA, the Current
Administrative Agent and the Current Collateral Agent, as appropriate (in the
manner provided in the immediately succeeding sentence), at the Closing, in
U.S. Dollars and in immediately available funds, the aggregate amount of
$1,673,350.42 in payment of all accrued interest, all accrued fees, all
unreimbursed expenses and all other charges and amounts owing to any of the
Assignors, BofA, DBTCA, the Current Administrative Agent and the Current
Collateral Agent under any of the Credit Documents through the Effective Date
(whether or not then due and payable under the terms of any of the Credit
Documents), including without limitation all legal fees and expenses of counsel
to either of the Current Administrative Agent and/or the Current Collateral
Agent owing under the Credit Documents or incurred in connection with this
assignment transaction, but excluding the principal balance of the Loans
outstanding on the Effective Date 


 


5













 


(other than the principal balance of the Loans owing to the
Non-Assigning Lenders, which are required to be repaid as a condition precedent
to the effectiveness of the assignment transactions herein contemplated),
contingent reimbursement obligations with respect to future drawings under the
Outstanding DBTCA Letters of Credit (as defined in Section 4(b) below)
and those indemnification and reimbursement obligations described in Section 14.  Amounts payable under clauses (i) and
(ii) of the immediately preceding sentence shall be paid to the Current
Administrative Agent for distribution to the Assignors, BofA, DBTCA, the
Current Administrative Agent or the Current Collateral Agent as their
respective interests exist under the Current Credit Agreement and other Credit
Documents.  The Current Administrative
Agent acknowledges that the aggregate amount referred to in clause (ii) of
the first sentence of this Section 3(a) represents payment in full of
all amounts owing to the Assignors, BofA, DBTCA, the Current Administrative
Agent and the Current Collateral Agent under or with respect to the Current
Credit Agreement and the other Credit Documents, other than indemnification and
reimbursement obligations arising under the Current Credit Agreement and other
Credit Documents, principal owing on the Loans being assigned hereunder or
otherwise owned by BofA and DBTCA and contingent reimbursement obligations with
respect to future drawings under the Outstanding DBTCA Letters of Credit.  The Current Administrative Agent and the
Current Collateral Agent shall not be entitled to any consideration for any
sales, transfers or assignments made by them hereunder, in their capacities as
administrative agent, payments administrator and collateral agent under the
Credit Documents.  Each Assignor agrees
that it will bear its own costs (including legal costs and expenses) in
connection with the assignments contemplated by this Agreement.


 


(b)                                 The
payments required under clauses (i) and (ii) above shall be made by
wire transfer to the Current Administrative Agent as follows:


 


Deutsche Bank Trust Company
Americas

New York, NY


ABA No.: 021001033


Account Name: Commercial Loan
Division


Account No.: 99401268


Attn: Vincent Catiis


Reference: Williams Scotsman


 


(c)                                  The
Assignors, the Current Administrative Agent, the Current Collateral Agent, the
Borrower and Holdings agree that, for purposes of this Agreement, the payments
to the Current Administrative Agent required by Section 3(a) hereof
shall constitute payment to each of the Assignors, BofA, DBTCA, the Current
Administrative Agent and the Current Collateral Agent of the respective
portions of such payments to which each such person is entitled under the
Credit Documents and that none of the Assignees, the Borrower, Holdings or any
other Credit Party (in the case of the Borrower, Holdings or any other Credit
Party, so long as the Current Administrative Agent has received from the
Borrower the amounts required by clause (ii) of the first sentence of Section 3(a) above)
shall have any obligation to any Assignor, BofA, DBTCA, the Current
Administrative Agent, the Current Collateral Agent, the Borrower, 


 


 


6













 


 


Holdings or
any other Person to ascertain or confirm that each of the Assignors, BofA,
DBTCA, the Current Administrative Agent or the Current Collateral Agent
actually receives the respective amounts owing to it.


 


4.                                       Effectiveness.  (a)  This Agreement
(other than Section 15 hereof) shall become effective on the date (the “Effective
Date”) that all of the conditions precedent to Closing described in Section 5
and Section 6 shall have been satisfied or waived.  No party shall have any rights or obligations
hereunder prior to the Effective Date.


 


(b)                                 Upon
the Effective Date, immediately after the consummation of the assignment
contemplated herein, (i) each of the Current Administrative Agent and
Current Collateral Agent hereby resigns as administrative agent, payments
administrator and collateral agent, respectively, under all of the Credit
Documents, whereupon each of the Assignees, the Borrower and Holdings agrees
that BofA shall be appointed as administrative agent and collateral agent under
the Credit Documents as provided in the Amended and Restated Credit Agreement
executed concurrently herewith, and (ii) DBTCA in its capacity as Issuing
Lender resigns from such capacity (except in respect of Letters of Credit
issued by DBTCA under the Credit Agreement outstanding on the Effective Date
(the “Outstanding DBTCA Letters of Credit”), which shall be deemed to be issued
under the Amended and Restated Credit Agreement).


 


(c)                                  Notwithstanding
the foregoing, (i) the resignation of the Current Administrative Agent and
the Current Collateral Agent shall not relieve the Current Administrative Agent
or the Current Collateral Agent of its obligations under Section 13
hereof; (ii) the resignation of DBTCA as the Current Administrative Agent
shall in no way restrict the obligation of the Current Administrative Agent to
the Assignors, BofA and DBTCA to apply funds received from the Assignees and
the Borrower under Section 3(a) above intended for payment to the
Assignors, BofA and DBTCA in accordance with the terms of the Current Credit
Agreement; and (iii) the resignation of the Current Administrative Agent,
the Current Collateral Agent or the Issuing Lender shall not adversely affect,
reduce or limit any rights of indemnification or contribution granted to any
such parties under the Current Credit Agreement or any of the other Credit
Documents with respect to any acts, omissions or events occurring on or before
the Effective Date.


 


5.                                       Assigning Parties’ Conditions to Closing.  The
obligation of each of the Assignors, the Current Administrative Agent and the
Current Collateral Agent to consummate this assignment transaction is subject
to the fulfillment of the following conditions, prior to or at Closing, to the
satisfaction of each of the Assignors, the Current Administrative Agent and the
Current Collateral Agent, any of which conditions may be waived in writing by
all of the Assignors, the Current Administrative Agent and the Current
Collateral Agent in their sole discretion:


 


(a)                                  Cash
Payments.  The Current Administrative
Agent shall have received the payments required by Section 3(a) in
the manner specified in Section 3(a) and (b); and


 


 


7













 


(b)                                 Representations
and Warranties.  The representations
and warranties of the Assignees set forth in Section 8 herein shall be
true and correct in all material respects as of the Closing.


 


6.                                       Assignees’ Conditions to Closing.  The
obligation of each of the Assignees to consummate this assignment transaction
is subject to the fulfillment of the following conditions, prior to or at
Closing, to the satisfaction of each of the Assignees, any of which conditions
may be waived in writing by the Assignees in their sole discretion:


 


(a)                                  Representations
and Warranties.  The representations
and warranties of the Assignors, the Current Administrative Agent and the
Current Collateral Agent set forth in Section 7 and of the Borrower in Section 9
shall be true and correct in all material respects as of the Closing.


 


(b)                                 Compliance
with Conditions.  Each of the
Assignors, the Current Administrative Agent and the Current Collateral Agent
shall have performed and complied with all agreements and conditions required
by this Agreement to be performed or complied with by it prior to or at the
Closing.


 


(c)                                  Delivery
of Documents and Collateral.  As of
the Closing, the Assignors, the Current Administrative Agent and/or the Current
Collateral Agent, as the case may be, shall have delivered to BofA, as
administrative agent under the Amended and Restated Credit Agreement, (i) UCC-3
financing statements, in form and substance reasonably satisfactory to the
Assignees, assigning to BofA., as collateral agent, each of the Assignors’, the
Current Administrative Agent’s or the Current Collateral Agent’s, as the case
may be, rights in all financing statements against the Borrower, Holdings or
any other Credit Party under or with respect to any of the Credit Documents, (ii) the
original Current Credit Agreement (and the amendments thereof described in the
Recitals of this Agreement) and other Credit Documents (other than the Notes,
which shall be delivered in accordance with the provisions of Section 13(b)),
(iii) assignments, in form and substance reasonably satisfactory to the
Assignees, of all filings with governmental authorities by the Current
Administrative Agent, any of the Assignors or the Current Collateral Agent with
respect to intellectual property of the Borrower, Holdings or any other Credit
Party or other collateral as to which filings, other than under the Uniform
Commercial Code, were made, (iv) all collateral (including, without
limitation, stock certificates) in the possession of any of the Assignors, the
Current Administrative Agent or the Current Collateral Agent securing any
obligations of the Borrower, Holdings or any other Credit Party to any of the
Assignors, the Current Administrative Agent, the Collateral Agent or any other
Secured Creditor under or in connection with the Current Credit Agreement or any
other Credit Document or any obligations of any person guaranteeing in
whole or in part such obligations of the Borrower and (v) assignments, in
form and substance reasonably satisfactory to the Assignees, of all mortgages
and deeds of trust executed by the Borrower, Holdings or any other Credit Party
for the benefit of the Current Administrative Agent, the Current Collateral
Agent and/or the Assignors.


 


 


8













 


(d)                                 Amended
and Restated Credit Agreement.  The
Borrower, Holdings, DBTCA and BofA, individually and as administrative agent,
shall have executed and delivered the Amended and Restated Credit Agreement,
dated as of the date hereof, among such parties, and all conditions precedent
referred to in Article 5 thereof (other than the consummation of this
assignment transaction and the payment required by the Assignees under Section 3(a))
shall have been satisfied.


 


(e)                                  Repayment
in Full of Non-Assigning Lenders Obligations.  The Borrower shall have repaid in full the
principal and accrued interest on the Loans and other amounts owing to the
Non-Assigning Lenders in accordance with Section 15.


 


(f)                                    Requisite
Lenders.  The Assignors, BofA and
DBTCA shall constitute the Majority Lenders under each Tranche and the Required
Lenders.


 


7.                                       Representations and Warranties of Assigning
Parties.  (a) Each of the Assignors hereby
represents and warrants to the Assignees, the Borrower and Holdings as follows,
which representations and warranties shall survive the execution and delivery
of this Agreement and the assignment transaction herein contemplated (each
representation and warranty made by any Assignor hereunder is made only as to
itself and not as to any of the other Assignors):


 


(i)                                     Such
Assignor has a Revolving Credit Commitment in the amount set forth on Schedule A.


 


(ii)                                  Such
Assignor owns all of its right, title and interest in, to and under the Credit
Documents and the Loans outstanding as of the Closing free and clear of all
liens, security interests, claims, charges, encumbrances and other adverse
claims created by or through such Assignor.


 


(iii)                               Immediately
prior to giving effect to the payments required by Section 3 hereof, (A) the
outstanding principal balance of the Revolving Loans and Term Loans owing to
such Assignor under the Current Credit Agreement is as set forth on Schedule A
hereto, (B) the outstanding amount of accrued and unpaid interest on
outstanding Loans owing by the Borrower to such Assignor under the Current
Credit Agreement is as set forth on Schedule A hereto, (C) the
amount of fees, costs, expenses and other amounts (excluding amounts included
in clauses (A) and (B) above) owing by the Borrower to such Assignor
under the Current Credit Agreement is as set forth on Schedule A
hereto, (D) other than as provided under clauses (A), (B) and (C) above,
no outstanding amounts are owing by the Borrower, Holdings or any other Credit
Party to such Assignor as of the Closing and (E) there is not in effect
with such Assignor or any of its affiliates any Interest Rate Agreement or
Other Hedging Agreement involving the Borrower, Holdings or any of their
respective Subsidiaries.


 


 


9













 


(iv)                              Such
Assignor has all requisite power and authority to enter into this Agreement and
to carry out the transactions contemplated hereby, and all requisite corporate
and other approvals, actions, consents, authorizations, filings, and notices,
if any, required for such Assignor to enter into this Agreement and to carry
out the transactions contemplated hereby have been duly obtained or made and
are in full force and effect.


 


(b)                                 Each
of the Current Administrative Agent and the Current Collateral Agent hereby
represents and warrants to the Assignees, the Borrower and Holdings as follows,
which representations and warranties shall survive the execution and delivery
of this Agreement and the assignment transaction contemplated hereby:


 


(i)                                     Such
person is the administrative agent and payments administrator under the Credit
Agreement (in the case of the Current Administrative Agent) or the collateral
agent under the Collateral Documents (in the case of the Current Collateral
Agent).


 


(ii)                                  Such
person’s right, title and interest in, to and under the Credit Documents is
free and clear of all liens, security interests, claims, charges, encumbrances
and other adverse claims created by or through such person.


 


(iii)                               The
aggregate amounts owing by the Borrower to the Current Administrative Agent and
the Current Collateral Agent under the Current Credit Agreement and other
Credit Documents as of the Closing are as set forth on Schedule A
hereto.


 


(iv)                              Immediately
prior to giving effect to the payments required by Section 3 hereof,
according to the records maintained in the ordinary course of business of the
Current Administrative Agent, the principal amount of Revolving Loans and Term
Loans owing by the Borrower to each Assignor under the Current Credit Agreement
as of the Closing is as set forth on Schedule A hereto
corresponding to the respective outstanding principal amounts identified on Schedule A
hereto.


 


(v)                                 Such
person has all requisite power and authority to enter into this Agreement and
to carry out the transactions contemplated hereby, and all requisite corporate
and other approvals, actions, consents, authorizations, filings and notices, if
any, required for such person to enter into this Agreement and to carry out the
transactions contemplated hereby have been duly obtained or made and are in
full force and effect.


 


(vi)                              To
the knowledge of such person, immediately prior to the consummation of the
assignments contemplated by this Agreement each of the Credit Documents is in
full force and effect in the form delivered to BofA, as administrative agent,
pursuant to Section 6(c)(ii) and has not been terminated.  There has been no amendment or waiver to the
Current Credit Agreement 


 


 


10













 


except as described in the
Recitals to this Agreement and as set forth in Section 15 hereof.


 


(vii)                           Immediately
prior to the repayment in full of the principal and accrued interest on the
Loans and other amounts owing to the Non-Assigning Lenders pursuant to Section 15
hereof, according to the records maintained in the ordinary course of business
of the Current Administrative Agent, the principal amount of Loans owing by the
Borrower to each Non-Assigning Lender under the Current Credit Agreement is as
set forth on Schedule B hereto corresponding to the respective
outstanding principal amounts identified on Schedule B hereto.


 


(c)                                  Except
as specifically set forth in Sections 7(a) and 7(b) hereof, no
Assignor, Current Administrative Agent, Current Collateral Agent or any legal
counsel employed or retained by any such Persons makes any representations or
warranties, express or implied, to the Assignees and shall not be responsible
to the Assignees for (i) the execution, effectiveness, genuineness,
legality, validity, enforceability, collectibility, regulatory status or
sufficiency of the Current Credit Agreement or any of the other Credit
Documents, (ii) the perfection, priority, value and adequacy of any
collateral security or guaranty, (iii) the taking of any action, or the
failure to take any action, with respect to any of the Credit Documents, (iv) any
representations, warranties, recitals or statements made in any of the Credit
Documents or in any written or oral financial or other statements, instruments,
reports, certificates or documents, (v) the financial condition of the
Borrower, Holdings or any other Person, or (vi) any other matter having
any relation to any of the foregoing.


 


8.                                       Representations and Warranties of Assignees.  Each of
the Assignees hereby represents and warrants to the Assignors, the Current
Administrative Agent, the Current Collateral Agent, the Borrower and Holdings
as follows, which representations and warranties shall survive the execution
and delivery of this Agreement and the assignment transaction herein
contemplated (each representation and warranty made by either Assignee
hereunder is made only as to itself and not as to the other Assignee):


 


(i)                                     Such
Assignee has all requisite corporate power and authority to enter into this
Agreement and to carry out the transactions contemplated hereby, and all
requisite corporate and other approvals, actions, consents, authorizations,
filings and notices, if any, required for such Assignee to enter into this
Agreement and to carry out the transactions contemplated hereby have been duly
obtained or made and are in full force and effect.


 


(ii)                                  Such
Assignee represents and warrants that, in connection with this assignment
transaction, it has made its own independent investigation of each of (A) the
legality, validity, enforceability or collectibility of the Loans and the
Credit Documents, (ii) the perfection, priority, value or adequacy of the
collateral security and guaranties, (iii) the existence or non-existence
of any Events of Default or matters which would become Events of Default with
the passage of time or the giving of notice or both, (iv) the financial and
other condition of the 


 


 


11













 


Borrower, Holdings and the
other Credit Parties, including without limitation their solvency and their
respective abilities to pay their respective debts as they become due, (v) the
sufficiency of the representations, warranties, terms and covenants of the
Credit Documents and (vi) all other matters reasonably related
thereto.  Such Assignee further
represents and warrants that it has made and shall continue to make after the
Effective Date its own appraisal of all such matters and of the
creditworthiness of the Borrower, Holdings and the other Credit Parties, and
has not relied on any representation or warranty of any of the Assignors, the
Current Administrative Agent or the Current Collateral Agent, except for such
representations and warranties appearing expressly in Section 7
hereof.  Such Assignee covenants and
agrees that after the Effective Date it will continue to be responsible for
making its own independent appraisal of and investigations into the financial
condition, creditworthiness, financial affairs and status of the Borrower,
Holdings and the other Credit Parties will not rely on any of the Assignors,
the Current Administrative Agent or the Current Collateral Agent to apprise or
keep under review on such Assignee’s behalf any such matters referred to in
this paragraph.


 


9.                                       Representations and Warranties of Borrower and
Holdings.  (a)  Each of the Borrower and
Holdings, jointly and severally, represents and warrants to the Assignees as
follows:


 


(i)                                     Immediately
prior to the consummation of the assignments contemplated by this Agreement,
each of the Credit Documents is (to the knowledge of the Borrower and Holdings,
in the case of the Credit Documents other than the Current Credit Agreement) in
full force and effect in the form delivered to BofA, as administrative agent,
pursuant to Sections 6(c) and 13 without any amendment or waivers,
except as so delivered to BofA, as administrative agent (and no waiver or
amendment to the Current Credit Agreement has been made except as described in
the Recitals to this Agreement and as set forth in Section 15 hereof).


 


(ii)                                  Immediately
prior to the consummation of the assignments contemplated by this Agreement,
each of the Credit Documents constitutes the legal, valid and binding
obligation of the Credit Parties party thereto enforceable against such Credit
Parties in accordance with its terms.


 


(iii)                               All
amounts owing by the Credit Parties to the Assignors, the Current
Administrative Agent and the Current Collateral Agent under the Current Credit
Agreement and the other Credit Documents are owing by the Credit Parties
without offset, recoupment, defense or counterclaim of any nature whatsoever.


 


The foregoing
representations and warranties under this Section 9 survive the execution
and delivery of this Agreement and the assignment transaction herein
contemplated.


 


 


12













 


10.                                 Borrower’s and Holdings’ Releases, Agreements and
Indemnities.  (a) As of the Effective Date and for
purposes of the Current Credit Agreement, each of the Borrower and Holdings
hereby irrevocably and unconditionally (i) releases each of the Assignors
and each Non-Assigning Lender from its Revolving Credit Commitment; (ii) releases
the Issuing Lender of any obligation to issue Letters of Credit and releases
each of the Assignors of any obligation to purchase participations in Letters
of Credit; (iii) releases each of the Assignors, each Non-Assigning
Lender, the Current Administrative Agent and the Current Collateral Agent from
any and all other liabilities, obligations or duties of any kind or nature
whatsoever, express or implied, arising under the Current Credit Agreement or
any of the other Credit Documents; (iv) acknowledges and agrees that no
claim, counterclaim, setoff, cause of action, remedy, legal or equitable, or
other liability of any kind or nature exists by or on behalf of the Borrower,
Holdings or any other Credit Party, and hereby waives, releases, and forever discharges
each of the Assignors, each Non-Assigning Lender, the Current Administrative
Agent and the Current Collateral Agent from any such claim, action or other
liability; and (v) acknowledges and agrees that the Borrower and Holdings
will look only to the Assignees (and the other parties to the Credit Documents
after the Effective Date) to fulfill the obligations of the Lenders, the
Administrative Agent, the Payments Administrator and the Collateral Agent to be
incurred in favor of the Borrower or Holdings as expressly set forth in the
Credit Documents after the Effective Date (other than with respect to
obligations not expressly assumed by the Assignees or BofA hereunder).


 


(b)                                 Nothing
contained in this Agreement shall constitute a discharge or termination of any
of the indemnities under the Current Credit Agreement or any other Credit
Document with respect to acts and events occurring on or before the Effective
Date.


 


(c)                                  Each
of the Borrower and Holdings hereby irrevocably and unconditionally releases the
Assignees from any and all liabilities and obligations under the Current Credit
Agreement and other Credit Documents resulting from events or acts occurring
prior to the Closing or otherwise arising from the Credit Documents prior to
the Closing.


 


(d)                                 Each
of the Borrower and Holdings hereby approves and consents to the sale, transfer
and assignment contemplated by this Agreement and agrees to perform its
obligations under the Credit Documents with the Assignees, individually and in
any agency capacity, and their respective successors and assigns (as successor
lender or agent in any capacity, as applicable) in the place and stead of the
Assignors, the Current Administrative Agent and the Current Collateral Agent.


 


11.                                 Waiver of Assignment Conditions.  Each of
the Assignors, the Current Administrative Agent, the Current Collateral Agent,
the Borrower and Holdings hereby agrees that all requirements and conditions
imposed by the Current Credit Agreement or any other Credit Document with
respect to the assignment of any interests in the Assignors’ Revolving Credit
Commitments, the Loans, and other interests under the Credit Documents are
hereby waived in connection with the assignment transaction herein
contemplated.


 


 


13













 


12.                                 Resignation Provisions.  Each of
the Assignors, the Current Administrative Agent, the Current Collateral Agent,
the Borrower, Holdings and the Assignees hereby agrees that all requirements
and conditions imposed by the Current Credit Agreement or any other Credit
Document with respect to the resignation of the Administrative Agent, the
Payments Administrator, the Collateral Agent, the Issuing Lender or any similar
agency or capacity created under any of the Credit Documents are hereby waived in
connection with the assignment transaction herein contemplated.


 


13.                                 Further Assurances; Turnover.  (a) Each
of the parties hereto shall (at the sole cost and expense of the Borrower, in
the case of the Current Administrative Agent, the Current Collateral Agent and
the Assignees) duly execute and deliver or cause to be duly executed and
delivered to any of the other parties hereto such further documents and
instruments and do and cause to be done such further acts as may be reasonably
requested by such other party in order to carry out the intent of this
Agreement, to enable the Assignees to administer the Credit Documents, and to
give the parties hereto the full benefit of this Agreement.


 


(b)                                 Without
limiting the generality of the foregoing, each of the Current Administrative
Agent and the Current Collateral Agent covenants and agrees to provide to BofA,
as administrative agent, within thirty (30) days of the Effective Date, all
original Credit Documents in the possession or control of the Current Administrative
Agent or the Current Collateral Agent, as the case may be, which are not
otherwise provided to BofA, as administrative agent, in accordance with Section 6(c) hereof.  Each Assignor which owns one or more
promissory notes of the Borrower to the order of such Assignor shall, as soon
as reasonably practicable after the Effective Date, deliver such promissory
notes to the Borrower for physical cancellation.  Each of the parties hereto agrees that
effective upon the consummation of the sale, assignment and transfer herein
contemplated all promissory notes of the Borrower to the order of any Assignor
are deemed cancelled (the foregoing cancellation not relieving the Borrower of
any of its outstanding obligations evidenced thereby which have been assigned to
either of the Assignees hereunder, which obligations shall after such
cancellation be reflected on the books and records of the lenders and
administrative agent under the Amended and Restated Credit Agreement).


 


(c)                                  If
after the Current Administrative Agent’s receipt of the payments required by Section 3
of this Agreement, any Assignor, the Current Administrative Agent or the
Current Collateral Agent shall receive any payments by any account debtor of
the Borrower or any other Credit Party or otherwise with respect to any
property of the Borrower or any other Credit Party in respect of any of the
Credit Documents, such Assignor, Current Administrative Agent or Current
Collateral Agent, as appropriate, shall promptly deliver such property to BofA,
as administrative agent, at 335 Madison Avenue, New York, New York 10017
(Attention: George Markowsky) and such payments to BofA, as administrative
agent, via wire transfer to Fleet National Bank, a Bank of America company, 777
Main Street, Hartford, CT  06115, ABA
No.: 011900571, Account Name: Fleet Capital Corporation, Account No.:
9369337536, Reference: Bank of America Business Capital and Williams Scotsman, Inc.


 


 


14













 


14.                                 Release of Obligations.  Each
Assignor, the Current Administrative Agent and the Current Collateral Agent
hereby acknowledges that, after giving effect to the consummation of the sale,
assignment and transfer herein contemplated and the payment of fees, interest,
expenses and other amounts as provided herein, the only obligations which shall
be owing by the Borrower, Holdings or any other Credit Party to such Assignor,
the Current Administrative Agent or the Current Collateral Agent, as the case
may be, under or with respect to the Current Credit Agreement and other Credit
Documents are those indemnification obligations of the Borrower, Holdings and
any other Credit Party arising under the Credit Documents and those obligations
of the Borrower, Holdings and any other Credit Party to reimburse the Current
Administrative Agent and the Current Collateral Agent for its costs and
expenses as provided in Section 4.5 of the Current Credit Agreement.


 


15.                                 Sixth Amendment to Current Credit Agreement. 
Immediately prior to the effectiveness of the assignment transactions
contemplated hereby, each of the Assignors (as a Lender under the Current
Credit Agreement), BofA and DBTCA as Lenders under the Current Credit
Agreement, the Current Administrative Agent, the Borrower and Holdings agrees
to the following amendment to the Current Credit Agreement.  Notwithstanding anything to the contrary
contained in the Current Credit Agreement (including, without limitation, Section 2.5(b) and
2.5(g) thereof):


 


(a)                                  The
Borrower shall borrow from the Current Administrative Agent a Revolving Loan
constituting a Base Rate Loan in the amount of $53,988,557.30 constituting an
amount equal to the principal amount of all Loans owing to the Non-Assigning
Lenders, all accrued interest, all accrued fees, all unreimbursed expenses and
all other charges and amounts owing to the Non-Assigning Lenders under the
Credit Documents through the Effective Date (whether or not then due and
payable under the terms of any of the Credit Documents) and the Borrower hereby
irrevocably instructs the Current Administrative Agent, and the Current
Administrative Agent agrees, to apply on the Effective Date (prior to the
effectiveness of the assignment transactions contemplated hereunder) the
proceeds of such Loan to repay in full the Loans of the Non-Assigning Lenders
and all accrued interest, accrued fees, unreimbursed expenses and all other
charges and amounts owing to the Non-Assigning Lenders under the Credit
Documents.


 


(b)                                 All
applicable notice periods, minimum prepayment requirements and application of payment
provisions of the Current Credit Agreement (including those contained in Section 2.5(b) and
2.5(g) thereof) are waived to effectuate the amendment set forth in this Section 15.  The requirement contained in the last
sentence of Section 2.5(b) of the Current Credit Agreement requiring
the Borrower to be able to incur additional Revolving Outstandings as a
condition to prepay the Term Loans is hereby waived.


 


(c)                                  Upon
application of the proceeds of the Loan referred to in Section 15(a) above
in accordance with such Section 15(a), the rights and obligations of the
Non-Assigning Lenders shall be terminated, released and discharged except those
indemnity


 


 


15













 


rights that
expressly survive the termination of the Current Credit Agreement and the
payment of the Obligations.


 


The agreements
set forth in this Section 15 shall become effective when the Borrower,
Holdings and Assignors signatory hereto, BofA and DBTCA (in each instance as
Lenders under the Current Credit Agreement) constituting in the aggregate the
Majority Lenders under each Tranche and the Required Lenders have executed and
delivered this Agreement.


 


16.                                 Miscellaneous Provisions.


 


(a)                                  Governing
Law.  This Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of New York applicable to contracts made and to be performed entirely within
such State, without reference to principles of conflicts of laws.


 


(b)                                 Entire
Agreement.  This Agreement sets forth
the entire agreement between the parties hereto relating to the subject matter
hereof, and no term or provision of this Agreement may be amended, changed,
waived, discharged or terminated orally or otherwise, except in a writing
signed by each such party.


 


(c)                                  Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be an original and all of which, taken
together, shall constitute one and the same instrument.


 


(d)                                 Survival
of Terms.  All representations and
warranties made herein and indemnities provided for herein shall survive the
consummation of the transactions contemplated hereby.


 


(e)                                  Binding
Effect.  This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.  None
of the parties hereto may assign or transfer any of its rights or obligations
under this Agreement without the prior consent of all of the other
parties.  The preceding sentence shall
not limit the rights of either of the Assignees to assign or transfer its
rights and obligations under the Amended and Restated Credit Agreement and
other Credit Documents in accordance with the provisions thereof.


 


 


16













 


EXHIBIT S


 


IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed and delivered by their
respective officials, officers or agents thereunto duly authorized as of the
date first above written.


 


	
   

  	
  ASSIGNEES

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY 

  AMERICAS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  CURRENT ADMINISTRATIVE AGENT AND 

  CURRENT COLLATERAL AGENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY 

  AMERICAS, in its capacities as the Current 

  Administrative Agent and Current Collateral 

  Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
							



 


 













 


 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CIBC,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMERICA
  BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK,
  NATIONAL 

  ASSOCIATION, successor by merger to 

  Congress Financial Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GMAC COMMERCIAL
  FINANCE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 













 


 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LASALLE BUSINESS
  CREDIT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NATIONAL CITY
  BUSINESS CREDIT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PEOPLE’S BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIEMENS
  FINANCIAL SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PNC BANK,
  NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WEBSTER BUSINESS
  CREDIT 

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MANUFACTURERS
  AND TRADERS TRUST 

  COMPANY, a New York banking corporation 

  and successor-by-merger to Allfirst Bank, its 

  successors and assigns

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ORIX FINANCIAL
  SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE CIT
  GROUP/BUSINESS CREDIT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRANSAMERICA
  BUSINESS CAPITAL 

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TORONTO DOMINION

  (NEW YORK) LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALLSTATE LIFE
  INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KATONAH VII,
  LTD.

  By: Katonah Debt
  Advisors, LLC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KATONAH II, LTD.

  By: Sankaty
  Advisors, LLC as Sub-Advisors

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KATONAH III,
  LTD.

  By: Sankaty
  Advisors, LLC as Sub-Advisors

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KATONAH IV, LTD.

  By: Sankaty
  Advisors, LLC as Sub-Advisors

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 













 


 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BLACK DIAMOND
  CLO 2005-1 LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BLACK DIAMOND
  CLO 2000-1, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FLAGSHIP CLO II

  By: Flagship
  Capital Management, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 













 


 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FLAGSHIP-CLO
  2001-1

  By: Flagship
  Capital Management, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 













 


 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GALAXY CLO 1999-1,
  LTD.

  By: AIG Global
  Investment Corp., 

  Its Investment
  Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KZH CRESCENT-3
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRS 1 LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DIAMOND SPRINGS
  TRADING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 













 


 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KZH SOLEIL LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 













 


 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KZH SOLEIL-2 LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FIRST 2004-II
  CLO, LTD.

  By: TCW Advisors, Inc.,
  its Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FIRST 2004-I
  CLO, LTD.

  By: TCW Advisors, Inc.,
  its Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VELOCITY CLO,
  LTD.

  By: TCW Advisors, Inc.,
  its Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CELERITY CLO
  LIMITED

  By: TCW Advisors, Inc.,
  as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  C-SQUARED CDO LTD.

  
	
   

  	
  By: TCW Advisors, Inc., as Portfolio Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CSAM FUNDING I

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 













 


 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CSAM FUNDING II

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FIRST DOMINION FUNDING I

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FIRST DOMINION FUNDING II

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FIRST DOMINION FUNDING III

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BRANT POINT II CBO 2000-1 LTD.

  By: Sankaty Advisors, LLC as Collateral

  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RACE POINT CLO, LIMITED

  By: Sankaty Advisors, LLC as Collateral

  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RACE POINT II CLO, LIMITED

  By: Sankaty Advisors, LLC as Collateral

  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CASTLE HILL II-INGOTS, LTD.

  By: Sankaty Advisors, LLC as Collateral

  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CASTLE HILL I - INGOTS, LTD.

  By: Sankaty Advisors, LLC as Collateral

  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CASTLE HILL III CLO, LIMITED

  By: Sankaty Advisors, LLC as Collateral

  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BLACKROCK LIMITED DURATION

  INCOME TRUST

  By: BlackRock Financial Management, Inc., its

  Sub-Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MAGNETITE ASSET INVESTORS LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MAGNETITE ASSET INVESTORS III LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MAGNETITE IV CLO, LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GALLATIN FUNDING I LTD.

  By: Bear Stearns Asset Management Inc. as its

  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GRAYSTON CLO 2001-01 LTD

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EATON VANCE SENIOR INCOME TRUST

  By: Eaton Vance Management as Investment

  Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EATON VANCE SENIOR FLOATING-

  RATE TRUST

  By: Eaton Vance Management as Investment

  Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EATON VANCE FLOATING-RATE 

  INCOME TRUST

  By: Eaton Vance Management as Investment

  Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EATON VANCE INSTITUTIONAL SENIOR

  LOAN FUND

  By: Eaton Vance Management as Investment

  Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GRAYSON & CO

  By: Boston Management and Research as

  Investment Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BIG SKY SENIOR LOAN FUND, LTD.

  By: Eaton Vance Management as Investment

  Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BIG SKY III SENIOR LOAN TRUST

  By: Eaton Vance Management as Investment

  Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STONE TOWER CLO II LTD.

  By: Stone Tower Debt Advisors LLC, as its

  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STONE TOWER CLO LTD.

  By: Stone Tower Debt Advisors LLC, as its

  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PREMIUM LOAN TRUST I, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HARBOUR TOWN FUNDING LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EATON VANCE SENIOR DEBT PORTFOLIO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AIMCO CLO SERIES 2001-A

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT LYONNAIS - LCM I LIMITED

  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL MOTORS WELFARE BENEFITS

  TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GMAM GROUP PENSION TRUST I

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  METROPOLITAN LIFE INSURANCE

  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MET LIFE - MADISON AVENUE CDO I LTD

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MET LIFE - MADISON AVENUE CDO III, LTD

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MET LIFE - MADISON AVENUE CDO IV LTD

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NUVEEN FLOATING RATE INCOME FUND

  By: Symphony Asset Management, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NUVEEN SENIOR INCOME FUND

  By: Symphony Asset Management, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LOAN FUNDING I LLC, a wholly owned

  subsidiary of Citibank, N.A.

  By: TCW Advisors, Inc., as portfolio manager

  of Loan Funding I LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  ASSIGNOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INNER HARBOR CBO 2001-1 LTD.

  By: T. Rowe Price Associates, Inc. as

  Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 













 


	
   

  	
  CREDIT AGREEMENT PARTIES

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILLIAMS SCOTSMAN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILLIAMS SCOTSMAN INTERNATIONAL,

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  By its signature below, each of the

  undersigned hereby acknowledges

  and consents to the transactions

  contemplated above:

  	
   

  
	
   

  	
   

  
	
  WILLSCOT EQUIPMENT, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  WILLIAMS SCOTSMAN, INC.,

  as Member

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  SPACE MASTER INTERNATIONAL, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
							



 













 


	
  TRUCK & TRAILER SALES, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  EVERGREEN MOBILE COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  WILLIAMS SCOTSMAN OF CANADA, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  



 













 


SCHEDULE A


 


 


[Amounts]


 













 


SCHEDULE B


 


 


[Non-Assigning Lender
Amounts]


 


 













 


EXHIBIT T


 


 


FORM OF ACKNOWLEDGMENT AND AGREEMENT

WITH RESPECT TO INTERCREDITOR AGREEMENT


 


 


THIS ACKNOWLEDGMENT AND AGREEMENT WITH
RESPECT TO INTERCREDITOR AGREEMENT (this “Agreement”), dated as of June __,
2005, by and among Bank of America, N.A., as administrative agent for the
benefit of the First Lien Creditors (as defined in the Intercreditor Agreement)
(in such capacity, the “New Administrative Agent”), Bank of America, N.A., as
collateral agent for the benefit of the Secured Creditors (as defined in the
Intercreditor Agreement) (in such capacity, the “New Collateral Agent”), and
U.S. Bank National Association, in its capacity as trustee for the holders from
time to time of certain Senior Secured Notes issued by Williams Scotsman, Inc.
(the “Borrower”) due 2008 in the maximum aggregate principal amount of
$150,000,000 (in such capacity, the “Senior Secured Notes Trustee”).


 


RECITALS


 


WHEREAS, Deutsche Bank Trust Company
Americas, as administrative agent for the benefit of the First Lien Creditors
(in such capacity, the “Original Administrative Agent”), Deutsche Bank Trust
Company Americas, as collateral agent for the benefit of the Secured Creditors
(in such capacity, the “Original Collateral Agent”), and the Senior Secured
Notes Trustee entered into an Intercreditor Agreement, dated as of August 18,
2003 (the “Intercreditor Agreement”; capitalized terms used herein but not
defined herein having the respective meanings set forth in the Intercreditor
Agreement), which provides for, among other things, the respective rights and
lien priorities of each of such persons with respect to certain property of the
Borrower and certain of its affiliates;


 


WHEREAS, the Original Administrative Agent
and the Original Collateral Agent entered into the Intercreditor Agreement in
connection with the execution and delivery by the Borrower, Williams Scotsman
International, Inc. f/k/a Scotsman Holdings, Inc. (“Holdings”),
certain lenders, the Original Administrative Agent and certain other parties of
the Credit Agreement;


 


WHEREAS, pursuant to a certain Assignment and
Assumption Agreement (the “Bank Assignment Agreement”), dated as of the date
hereof, among Bank of America, N.A., Deutsche Bank Trust Company Americas, the
lenders party thereto as assignors (the “Assignors”), Deutsche Bank Trust
Company Americas, in its capacities as the Original Administrative Agent and as
the Original Collateral Agent, the Borrower and Holdings, each of the
Assignors, the Original Administrative Agent and the Original Collateral Agent
sold, transferred and assigned all of their respective rights, title and
interest (with certain exceptions as therein provided) in, to and under the
Credit Agreement and the documents executed and/or delivered in connection
therewith;


 













 


WHEREAS, in connection with such sale,
transfer and assignment and pursuant to the terms of the Bank Assignment
Agreement, each of the Original Administrative Agent and the Original
Collateral Agent resigned in such capacities and the New Administrative Agent
and the New Collateral Agent, respectively, succeeded to the responsibilities
and duties thereof with respect to the Credit Agreement and the Collateral
Documents (the foregoing sale, transfer, assignment and resignation being
acknowledged by the Original Administrative Agent and Original Collateral Agent
as provided at the end of this Agreement);


 


WHEREAS, contemporaneously with the
consummation of the sale, transfer and assignment contemplated by the Bank
Assignment Agreement, the New Administrative Agent, Deutsche Bank Trust Company
Americas, as Syndication Agent, Citicorp USA, Inc., Wells Fargo Bank, N.A.
and Lehman Commercial Paper Inc., as Co-Documentation Agents, Banc of America
Securities LLC and Deutsche Bank Securities Inc, as Co-Lead Arrangers and Joint
Book Runners, Bank of America, N.A., Deutsche Bank Trust Company Americas and
certain other Lenders, the Borrower and Holdings amended and restated the
Credit Agreement pursuant to an Amended and Restated Credit Agreement, dated as
of the date hereof, among such parties (as amended, modified, extended,
renewed, replaced, restated or supplemented from time to time, and including
any agreement 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, whether or not
with the same agent, trustee, representative, lenders or holders, the “Amended
and Restated Credit Agreement”); and


 


WHEREAS, in connection with the transactions
contemplated by the Bank Assignment Agreement and the Amended and Restated
Credit Agreement, the New Collateral Agent has become the Collateral Agent
under the Intercreditor Agreement and the New Administrative Agent has become
the Administrative Agent under the Intercreditor Agreement;


 


NOW THEREFORE, the parties hereto hereby
agree as follows:


 


Section 1.                    Collateral
Agent and Certain Other Defined Terms. 
Each of the parties hereto acknowledges and agrees that:


 


(i)                         “BofA Account” shall have
the meaning provided in the U.S. Security Agreement and references in the
Intercreditor Agreement to DB Account shall instead refer to the BofA Account;


 


(ii)                      Bank of America, N.A. shall
be the Collateral Agent and the Administrative Agent as the successor to DBTCA,
DBTCA shall no longer be the Administrative Agent or the Collateral Agent and
references to DBTCA in


 


2













 


Section 1 of the Intercreditor Agreement shall
no longer refer to DBTCA but shall instead refer to Bank of America, N.A.;


 


(iii)                               “Credit
Agreement” shall include the Amended and Restated Credit Agreement;


 


(iv)                              “First Lien
Primary Obligations” shall be amended to read in its entirety as follows:


 


“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 Credit
Party at the rate provided for in the respective documentation, whether or not
a claim for 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.


 


(v)                                 “Holdings”
shall mean Williams Scotsman International, Inc. f/k/a Scotsman Holdings, Inc.;


 


(vi)                              “Lenders” shall
include those banks and other financial institutions from time to time party to
the Amended and Restated Credit Agreement;


 


(vii)                           “U.S. Pledge
Agreement” shall mean the Amended and Restated U.S. Pledge Agreement, dated as
of March 26, 2002 and amended and restated as of August 18, 2003 and
amended and restated as of June ___, 2005, by and among the Collateral
Agent, each Credit Party and the Senior Secured Notes Trustee, as same may be
amended, modified, supplemented, amended and restated or replaced from time to
time in accordance with the terms thereof; and


 


(viii)                        “U.S. Security
Agreement” shall mean the Amended and Restated U.S. Security Agreement, dated
as of March 26, 2002 and amended and restated as of August 18, 2003
and amended and restated as of June ___, 2005, by and among the Collateral
Agent, each Credit Party and the Senior Secured Notes Trustee, as same may be
amended, modified, supplemented, amended and restated or replaced from time to
time in accordance with the terms thereof.


 


Section 2.                    Agreement
of New Agents.  The New
Administrative Agent hereby assumes all of the rights and obligations of the
Administrative Agent (including, without limitation, those of the Original
Administrative Agent) under the Intercreditor Agreement


 


3













 


and becomes a party to the Intercreditor
Agreement as the Administrative Agent. 
The New Collateral Agent hereby assumes all of the rights and
obligations of the Collateral Agent (including, without limitation, those of
the Original Collateral Agent) under the Intercreditor Agreement and becomes a
party to the Intercreditor Agreement as the Collateral Agent.


 


Section 3.                    Senior
Secured Notes Trustee Consent.   The Senior Secured Notes Trustee hereby
consents to the amendments and/or amendment and restatements of the (a) Canadian
Security Agreement made by Williams Scotsman Canada, Inc. and attached
hereto as Exhibit A, (b) Custodian Agreement made by certain of the
Credit Parties and other persons and attached hereto as Exhibit B and (c) Mortgages
in substantially the form attached hereto as Exhibit C (and other
modifications to conform to the particular form of Mortgage and/or state law
requirements).  Further, the Senior
Secured Notes Trustee hereby consents to the assignment by the Original
Collateral Agent to the New Collateral Agent of the Mortgages, Uniform
Commercial Code financing statements in favor of DBTCA, as collateral agent,
against any Credit Party, Collateral Access Agreements and any other Collateral
Documents and documents, instruments and agreements relating to any of the
foregoing.  Without limiting the
foregoing and in addition thereto, the Senior Secured Notes Trustee agrees
that, upon the request of the New Collateral Agent, the Senior Secured Notes
Trustee will acknowledge any amendment to any Mortgage referred to in the first
sentence of this Section 3 and of any other Collateral Document to provide
for the substitution of the New Collateral Agent for the Old Collateral Agent
thereunder and the inclusion of the Amended and Restated Credit Agreement as
the “Credit Agreement” thereunder.


 


Section 4.                    Notices to
Agents.  Each of the New
Administrative Agent and the New Collateral Agent hereby notifies the Senior
Secured Notes Trustee that the address of the New Administrative Agent and the
New Collateral Agent for notices and other communications under Section 11
of the Intercreditor Agreement is:


 


Bank of America, N.A.


335 Madison Avenue, 6th
Floor


New York, New York 10017


Attention:  Business Capital/URGENT


Telephone No.:      (212)
503-7632


Telecopier No.:      (212)
503-7330


 


Section 5.                    Acknowledgment
As To Intercreditor Agreement.  The
Senior Secured Notes Trustee acknowledges that the Intercreditor Agreement has
not heretofore been amended or modified. 
Each of the New Administrative Agent, the New Collateral Agent and the
Senior Secured Notes Trustee acknowledges that, except as herein agreed, the
Intercreditor Agreement as originally executed is hereby ratified and confirmed
and continues in full force and effect in accordance with its terms.


 


4













 


Section 6.                    Counterparts.  This Agreement may be executed in any number
of counterparts, all of which, taken together, shall constitute one and the
same instrument, and any of the parties hereto may execute this Agreement by
signing any such counterpart.


 


Section 7.                    Governing
Law.  THIS AGREEMENT SHALL BE
INTERPRETED, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO DETERMINED,
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
MADE AND PERFORMED IN SUCH STATE.


 


5













 


IN WITNESS WHEREOF, this
Agreement has been executed and delivered by the undersigned duly authorized
signatories of the parties hereto as of the date and year first above written.


 


 


	
   

  	
  BANK OF
  AMERICA, N.A.,

  
	
   

  	
   

  	
  as New Administrative
  Agent

  
	
   

  	
   

  	
  and New
  Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
  as Senior
  Secured Notes Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


 


6













 


By its signature below, the undersigned
hereby acknowledges that (i) pursuant to a certain Assignment and
Assumption Agreement (the “Bank Assignment Agreement”), dated as of June __,
2005, among Bank of America, N.A., Deutsche Bank Trust Company Americas, the
lenders party thereto as assignors (the “Assignors”), Deutsche Bank Trust
Company Americas, in its capacities as administrative agent, payments
administrator and collateral agent, Williams Scotsman, Inc. and Williams
Scotsman International, Inc., each of the Assignors and Deutsche Bank
Trust Company Americas, in its capacities as administrative agent, payments
administrator and collateral agent, sold, transferred and assigned all of their
respective rights, title and interest (with certain exceptions as therein provided)
in, to and under the Credit Agreement (as defined in the Intercreditor
Agreement) and the documents executed and/or delivered in connection therewith
and (ii) in connection with such sale, transfer and assignment and
pursuant to the terms of the Bank Assignment Agreement, Deutsche Bank Trust
Company Americas, in its capacities as administrative agent, payments
administrator and collateral agent, resigned in such capacities and Bank of
America, N.A., as administrative agent and collateral agent, succeeded to the
responsibilities and duties thereof with respect to the Credit Agreement and
the Collateral Documents.


 


 


	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY

  
	
   

  	
  AMERICAS,

  
	
   

  	
   

  	
  as Original
  Administrative Agent

  and Original Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


 


	
  ACKNOWLEDGED:

  
	
   

  
	
  WILLIAMS SCOTSMAN, INC.

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  
	
  WILLIAMS SCOTSMAN INTERNATIONAL, INC.

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


 


7













 


EXHIBIT A


 


Canadian Security Agreement


 


8













 


EXHIBIT B


 


Custodian Agreement


 


9













 


EXHIBIT C


 


Form of Amendment to
Mortgages


 


10