Exhibit 10.3


 


EXECUTION
COPY


 


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


 


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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


 


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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;


 


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(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.


 


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“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.


 


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“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.


 


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“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


 


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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;


 


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(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


 


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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 enforceability


 


20





















 


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


 


26





















 


(b)                                 if to the Pledgee, 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
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:

  	
  /s/ Robert C. Singer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert C. Singer

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
  WILLIAMS SCOTSMAN, INC.,

  
	
   

  	
  as a Pledgor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert C. Singer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert C. Singer

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
  WILLSCOT EQUIPMENT, LLC,

  
	
   

  	
  as a Pledgor

  
	
   

  	
   

  
	
   

  	
  By: WILLIAMS SCOTSMAN, INC.,

  
	
   

  	
        as
  Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert C. Singer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert C. Singer

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
  SPACE MASTER INTERNATIONAL, INC.,

  
	
   

  	
  as a Pledgor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert C. Singer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert C. Singer

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief
  Financial Officer

  
					



 





















 


	
   

  	
  TRUCK & TRAILER SALES, INC.,

  
	
   

  	
  as a Pledgor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert C. Singer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert C. Singer

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief
  Financial Officer

  
	
   

  	
   

  
					



 


	
   

  	
  EVERGREEN MOBILE COMPANY,

  
	
   

  	
  as a Pledgor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert C. Singer

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert C. Singer

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
					



 


	
  Accepted and Agreed to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BANK OF AMERICA, N.A., as Collateral

  Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Kevin W. Corcoran

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Kevin W. Corcoran

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  	
   

  
						



 


	
  U.S. BANK, NATIONAL ASSOCIATION,

  as Senior Secured Notes Trustee for the Second

  Lien Creditors

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Richard H. Prokosch

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Richard H. Prokosch

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  	
   

  
						



 





















 


ANNEX A


 


Jurisdiction of Organization


 


	
  Legal Name

  	
   

  	
  Type and Jurisdiction of

  Organization

  	
   

  	
  Organizational

  Identification Number

  
	
  Williams Scotsman International, Inc.

  	
   

  	
  Delaware corporation

  	
   

  	
  2358175

  
	
  Williams Scotsman, Inc.

  	
   

  	
  Maryland corporation

  	
   

  	
  D00245704

  
	
  Willscot Equipment, LLC

  	
   

  	
  Delaware limited liability company

  	
   

  	
  2750281

  
	
  Space Master International, Inc.

  	
   

  	
  Georgia corporation

  	
   

  	
  K017867

  
	
  Evergreen Mobile Company

  	
   

  	
  Washington corporation

  	
   

  	
  600109189

  
	
  Truck & Trailer Sales, Inc.

  	
   

  	
  Missouri corporation

  	
   

  	
  00238354

  



 





















 


ANNEX B


 


List of Subsidiaries and Direct Ownership


 


	
  Borrower:

  	
   

  	
  Williams Scotsman, Inc.

  
	
   

  	
   

  	
  (100% Owned by Holdings)

  
	
   

  	
   

  	
   

  
	
  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.)

  



 





















 


ANNEX C


 


List of Stock


 


I.                                         Williams Scotsman International, Inc.


 


	
  Name of Issuing

  Corporation

  	
   

  	
  Type of

  Shares

  	
   

  	
  Number of

  Shares

  	
   

  	
  Certificate

  No.

  	
   

  	
  Percentage

  Owned

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Williams Scotsman, Inc.

  	
   

  	
  Common

  	
   

  	
  3,320,000

  	
   

  	
  8

  	
   

  	
  100%

  	
   

  



 


II.                                     Williams Scotsman, Inc.


 


	
  Name of Issuing

  Corporation

  	
   

  	
  Type of

  Shares

  	
   

  	
  Number of

  Shares

  	
   

  	
  Certificate

  No.

  	
   

  	
  Percentage

  Owned

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Space Master International, Inc.

  	
   

  	
  Common

  	
   

  	
  49,000

  	
   

  	
  5

  	
   

  	
  100%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Evergreen Mobile Company

  	
   

  	
  Common

  	
   

  	
  230

  	
   

  	
  6

  	
   

  	
  100%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Truck & Trailer Sales, Inc.

  	
   

  	
  Common

  	
   

  	
  200

  	
   

  	
  8

  	
   

  	
  100%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Williams Scotsman of Canada, Inc.

  	
   

  	
  Common

  	
   

  	
  1000

  	
   

  	
  C-1

  	
   

  	
  100%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Williams Scotsman Europe, S.L.

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  100%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Williams Scotsman Mexico, S. de R.L. de C.V.

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  99%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WS Servicios de Mexico, S. de R.L. de C.V.

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  99%

  	
   

  



 





















 


III.                                 Willscot Equipment, LLC


 


	
  Name of Issuing

  Corporation

  	
   

  	
  Type of

  Shares

  	
   

  	
  Number of

  Shares

  	
   

  	
  Certificate

  No.

  	
   

  	
  Percentage

  Owned

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  None.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


IV.                                 Space Master International, Inc.


 


	
  Name of Issuing

  Corporation

  	
   

  	
  Type of

  Shares

  	
   

  	
  Number of

  Shares

  	
   

  	
  Certificate

  No.

  	
   

  	
  Percentage

  Owned

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Williams Scotsman Mexico, S. de
  R.L. de C.V.

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  1%

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WS Servicios de Mexico, S. de R.L. de C.V.

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  1%

  	
   

  



 


V.                                     Evergreen Mobile Company


 


	
  Name of Issuing

  Corporation

  	
   

  	
  Type of

  Shares

  	
   

  	
  Number of

  Shares

  	
   

  	
  Certificate

  No.

  	
   

  	
  Percentage

  Owned

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  None.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


VI.                                 Truck & Trailer Sales, Inc.


 


	
  Name of Issuing

  Corporation

  	
   

  	
  Type of

  Shares

  	
   

  	
  Number of

  Shares

  	
   

  	
  Certificate

  No.

  	
   

  	
  Percentage

  Owned

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  None.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


VII.                             Williams Scotsman of Canada, Inc.


 


	
  Name of Issuing

  Corporation

  	
   

  	
  Type of

  Shares

  	
   

  	
  Number of

  Shares

  	
   

  	
  Certificate

  No.

  	
   

  	
  Percentage

  Owned

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  None.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


ANNEX D


 


List of Notes 


 


None.


 





















 


ANNEX E


 


List of Limited Liability Company Interests


 


I.                                         Williams Scotsman International, Inc.


 


	
  Name of Issuing

  Corporation

  	
   

  	
  Type of

  Interest

  	
   

  	
  Certificate

  No.

  	
   

  	
  Percentage

  Owned

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  None.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


II.                                     Williams Scotsman, Inc.


 


	
  Name of Issuing

  Corporation

  	
   

  	
  Type of

  Shares

  	
   

  	
  Certificate

  No.

  	
   

  	
  Percentage

  Owned

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Willscot Equipment, LLC

  	
   

  	
  Limited Liability Company Interest

  	
   

  	
  2

  	
   

  	
  100%

  	
   

  



 


III.                                 Willscot Equipment, LLC


 


	
  Name of Issuing

  Corporation

  	
   

  	
  Type of

  Shares

  	
   

  	
  Certificate

  No.

  	
   

  	
  Percentage

  Owned

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  None.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


IV.                                 Space Master International, Inc.


 


	
  Name of Issuing

  Corporation

  	
   

  	
  Type of

  Shares

  	
   

  	
  Certificate

  No.

  	
   

  	
  Percentage

  Owned

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  None.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


V.                                     Evergreen Mobile Company


 


	
  Name of Issuing

  Corporation

  	
   

  	
  Type of

  Shares

  	
   

  	
  Certificate

  No.

  	
   

  	
  Percentage

  Owned

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  None.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


VI.                                Truck &
Trailer Sales, Inc.


 


	
  Name of Issuing

  Corporation

  	
   

  	
  Type of

  Shares

  	
   

  	
  Certificate

  No.

  	
   

  	
  Percentage

  Owned

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  None.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


VII.                            Williams
Scotsman of Canada, Inc.


 


	
  Name of Issuing

  Corporation

  	
   

  	
  Type of

  Shares

  	
   

  	
  Certificate

  No.

  	
   

  	
  Percentage

  Owned

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  None.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


ANNEX F


 


List of Partnership Interests


 


None.


 





















 


ANNEX G


 


List of Chief Executive Offices


 


The Chief Executive
Office of each Pledgor is located at:


 


8211 Town Center Drive

Baltimore, Maryland 21236


 





















 


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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [

  	
  ],

  
	
   

  	
  as
  Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  Name:

  
	
   

  	
   

  	
  Title: