Exhibit 10.6


 


WILLIAMS SCOTSMAN OF
CANADA, INC.


 


as Guarantor


 


- to and in favour of -


 


BANK OF AMERICA, N.A.

DEUTSCHE BANK TRUST COMPANY AMERICAS

CITICORP USA, INC.

WELLS FARGO BANK, N.A.

LEHMAN COMMERCIAL PAPER INC.

BANC OF AMERICA SECURITIES LLC

DEUTSCHE BANK SECURITIES INC.

AND

THE OTHER FINANCIAL INSTITUTIONS

PARTY FROM TIME TO TIME TO THE AMENDED AND RESTATED CREDIT

AGREEMENT

AND

THE INTEREST RATE CREDITORS


 


collectively, as Secured Creditors


 


and


 


BANK OF AMERICA, N.A.


 


as Collateral Agent


 


 


AMENDED AND RESTATED CANADIAN SUBSIDIARY
GUARANTEE


 


June 28,
2005


 


 


DAVIES WARD PHILLIPS &
VINEBERG LLP


 





















 


AMENDED AND RESTATED CANADIAN SUBSIDIARY
GUARANTEE


 


Guarantee
dated as of March 26, 2002, amended and restated as of June 28, 2005,
made by WILLIAMS SCOTSMAN OF
CANADA, INC., a corporation incorporated and existing under the laws of the
Province of Ontario, to and in favour of the Secured Creditors.


 


WHEREAS:


 


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


 


(b)           the Guarantor is the wholly-owned subsidiary (as construed in
accordance with the Business Corporations Act
(Ontario)) of the Borrower;


 


(c)           it was a
condition precedent to the making of loans to, and the issuance of, and
participation in, letters of credit for the account of the Borrower under the
Existing Credit Agreement that the Guarantor shall have executed and delivered
the Canadian Subsidiary Guarantee, dated as of March 26, 2002 (as amended,
modified or supplemented through, but not including, the Effective Date, the “Original
Canadian Subsidiary Guarantee”);


 


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


 





















 


(e)           Holdings,
the Borrower, the financial
institutions from time to time party thereto (the “Lenders”), BofA, as Administrative Agent (together with any
successor administrative agent, the “Administrative
Agent”), DBTCA, as Syndication Agent, Citicorp USA, Inc., Wells Fargo
Bank, N.A. and Lehman Commercial Paper Inc., as Co-Documentation Agents, and Banc of
America Securities LLC and Deutsche Bank Securities
Inc., as Co-Lead Arrangers and Joint
Book Runners, desire to amend and restate the
Existing Credit Agreement in its entirety and have
entered into an Amended and Restated Credit Agreement,
dated as of the Effective Date, (as further
amended, modified, extended, renewed, replaced, restated
or supplemented from time to time, and including any agreement or
agreements extending the maturity of, or refinancing or restructuring
(including, but not limited to, the inclusion of additional borrowers or
guarantors thereunder or any increase in the amount borrowed) all or any
portion of, the indebtedness under such agreement or any successor agreement or
agreements, whether or not with the same agent, trustee, representative,
lenders or holders, the “Amended and Restated
Credit Agreement”), providing for the amendment and restatement of the
Existing Credit Agreement and the making of Loans and the issuance of, and
participation in, Letters of Credit for the account of the Borrower as
contemplated therein (the Lenders, each Issuing Lender, the Administrative
Agent and its affiliates, the Collateral Agent and each other Agent (as defined
in the Amended and Restated Credit Agreement) are herein called the “Bank
Creditors”);


 


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


 


(g)           it is
a condition to the effectiveness of the amendment and restatement of the
Existing Credit Agreement as contemplated by the Amended and Restated Credit
Agreement and to the making of Loans to the Borrower and the issuance of, and
participation in, Letters of Credit for the account of the Borrower under the
Amended and Restated Credit 


 


2





















 


Agreement that the Guarantor shall have
executed and delivered this Guarantee; and


 


(h)           the
Guarantor will obtain benefits from the aforesaid amendment and restatement of
the Existing Credit Agreement and from the incurrence of Loans by the Borrower
and the issuance of Letters of Credit for the account of the Borrower under the
Amended and Restated Credit Agreement and the Borrower’s entering into Interest
Rate Agreements and, accordingly, desires to execute this Guarantee in order to
satisfy the conditions described in the preceding paragraph and to induce the
Lenders to make Loans to the Borrower and participate in Letters of Credit to
induce the Issuing Lender to issue Letters of Credit for the account of the
Borrower and to induce the Interest Rate Creditors to enter into Interest Rate
Agreements with the Borrower;


 


(i)            the
Guarantor has, contemporaneously herewith, executed and delivered to the
Collateral Agent for the benefit of and as agent of the Secured Creditors, the
Guarantor Security Documents as continuing collateral security for the
obligations of the Guarantor under this Guarantee.


 


NOW THEREFORE, in
consideration of the foregoing and other benefits accruing to the Guarantor,
the receipt and sufficiency of which are hereby acknowledged, the Guarantor
hereby makes the following representations and warranties to the Secured
Creditors and hereby covenants and agrees with each Secured Creditor as
follows:


 


ARTICLE 1

DEFINITIONS


 


Section 1.1            Defined Terms. 


 


As used
in this Guarantee and the recitals hereto, the following terms have the
following meanings:


 


“Administrative Agent” means BofA acting as administrative
agent for the Lenders under the Amended and Restated Credit Agreement and any
successor appointed pursuant to the Amended and Restated Credit Agreement, and
its permitted assigns.


 


“Amended and Restated  Credit
Agreement” means the amended and restated credit agreement dated as
of the Effective Date among Holdings, the Borrower, the Lenders, the
Administrative Agent, Deutsche Bank Trust Company Americas, as syndication
agent, Citicorp USA, Inc., Wells Fargo 


 


3





















 


Bank,
N.A. and Lehman Commercial Paper Inc., as co-documentation agents, and Banc of
America Securities LLC and Deutsche Bank Securities Inc., as co-lead arrangers
and joint book runners, as the same may from time to time be amended, modified,
extended, renewed, restated, or supplemented and including any agreement
extending the maturity of (including the inclusion of additional borrowers
thereunder or any increase in the amount borrowed) all or any portion of the
indebtedness under such agreement.


 


“Amended and Restated  Credit
Agreement Obligations” has the meaning ascribed thereto in Section 2.1(1)(a).


 


“Bank Creditors” means, collectively, the Lenders, the
Collateral Agent, the Issuing Lender, the Syndication Agent, the
Co-Documentation Agent, the Administrative Agent and the Co-Lead Arrangers and
Joint Book Runners.


 


“Borrower” means Williams Scotsman, Inc., a corporation
incorporated and existing under the laws of the State of Maryland, and its
successors and permitted assigns.


 


“BofA” means Bank of
America, N.A. and any successor thereto.


 


“Business Day” means any
day excluding Saturday, Sunday and any day which shall be in the City of New
York a legal holiday or a day in which banking institutions are authorized by
law or other governmental actions to close.


 


“Class” has the meaning ascribed thereto in Section 5.5.


 


“Co-Documentation Agent”
means, collectively, Citicorp USA, Inc., Wells Fargo Bank, N.A. and Lehman
Commercial Paper Inc. acting as co-documentation agents under the Amended and
Restated Credit Agreement and any successors appointed pursuant to the Amended
and Restated Credit Agreement, and their respective permitted assigns.


 


“Co-Lead Arrangers and Joint Book Runners”
means Banc of America Securities LLC and Deutsche Bank Securities Inc., as the
co-lead arrangers and joint book runners, and their respective successors and
permitted assigns.


 


“Collateral Agent” means BofA acting as collateral agent for
the Secured Creditors, and any successor thereto appointed pursuant to the
Amended and Restated Credit Agreement, and its permitted assigns.


 


“Credit Documents” means, collectively, the Amended and
Restated Credit Agreement and all other Credit Documents (as such term is
defined in the Amended and Restated Credit Agreement).


 


4





















 


“Credit Parties” means,
collectively, Holdings, the Borrower and the Subsidiary Guarantors.


 


“Effective Date” means June 28, 2005.


 


“Event of Default” means any Event of Default under, and as
defined in, the Amended and Restated Credit Agreement and shall in any event
include any payment default on any of the Guaranteed Obligations after the
expiration of any applicable grace period.


 


“Guarantee” means this guarantee as amended, modified or
supplemented from time to time. 


 


“Guaranteed Obligations” means, collectively, the Amended and
Restated Credit Agreement Obligations and the Interest Rate Obligations.


 


“Guarantor” means Williams Scotsman of Canada, Inc., a
corporation incorporated and existing under the laws of the Province of
Ontario, and its successors and permitted assigns.


 


“Guarantor Security Documents” means the amended and restated
security agreement of even date herewith made by the Guarantor in favour of the
Collateral Agent and any other security granted to the Collateral Agent or any
Secured Creditor as security for the obligations of the Guarantor under this
Guarantee and the other Credit Documents to which it is a party.


 


“Holdings” means Williams
Scotsman International, Inc. and its successors.


 


“Insolvency Legislation” means any law relating to
bankruptcy, insolvency, reorganization or relief of debtors including the Companies’ Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada), Title 11 of the
United States Code entitled “Bankruptcy” or any comparable or similar
legislation in effect in any applicable jurisdiction.


 


“Intercorporate Indebtedness” has the meaning ascribed
thereto in Section 3.5(1).


 


“Interest Rate Agreement” means any interest rate agreement
(including interest rate swaps, caps, floors, collars and similar agreements)
between the Borrower and any Interest Rate Creditor.


 


“Interest Rate Creditors” means, collectively, any Lender or
a syndicate of financial institutions organized by BofA or an affiliate of BofA
(even if BofA or any such Lender subsequently ceases to be a Lender under the
Amended and Restated Credit Agreement for any reason) and any institution that 


 


5





















 


participates,
and in each case their subsequent assigns, in any Interest Rate Agreement with
the Borrower.  


 


“Interest Rate Obligations” has the meaning ascribed thereto
in Section 2.1(1)(b).


 


“Issuing Lender” has the meaning ascribed thereto in the
Amended and Restated Credit Agreement. 


 


“Lenders” means, collectively, the financial institutions
listed from time to time on Schedule I to the Amended and Restated Credit
Agreement, as lenders, as well as any Person which becomes a Lender pursuant to
Section 11.6 of the Amended and Restated Credit Agreement, and their
respective successors and assigns.


 


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


 


“Original Currency” has the meaning ascribed thereto in Section 3.17(1).


 


“Other Currency” has the meaning ascribed thereto in Section 3.17(1).


 


“Other Taxes” has the meaning ascribed thereto in Section 3.16(2).


 


“Required Lenders” has the meaning ascribed thereto in the
Amended and Restated Credit Agreement.


 


“Requisite Creditors” has the meaning ascribed thereto in Section 5.5.


 


“Revolving Credit Termination Date” has the meaning ascribed thereto in the Amended and Restated Credit
Agreement.


 


“Secured Creditors” means, collectively, the Bank Creditors
and the Interest Rate Creditors.


 


“Shares” has the meaning ascribed thereto in Section 4.1(a).


 


6





















 


“Subsidiary Guarantors”
has the meaning ascribed thereto in the Amended and Restated Credit Agreement.


 


“Syndication Agent” means DBTCA acting as syndication agent
for the Lenders under the Amended and Restated Credit Agreement and any
successor appointed pursuant to the Amended and Restated Credit Agreement, and
its permitted assigns.


 


“Taxes” has the meaning ascribed thereto in Section 3.16(1).


 


“Termination Date” means the date upon which
the Total Commitments under the Amended and Restated Credit Agreement have been
terminated and all Interest Rate Agreements entered into with any Interest Rate
Creditor have been terminated, no Note under the Amended and Restated Credit
Agreement is outstanding and all Loans thereunder have been repaid in full, all
Letters of Credit issued under the Amended and Restated Credit Agreement have
been terminated (or cash collateralized in a manner satisfactory to the
Administrative Agent) and all Guaranteed Obligations then due and payable have been paid in full.


 


Section 1.2            Terms Incorporated by
Reference.  


 


Capitalized
terms not defined in this Guarantee shall have the meanings given to them in
the Amended and Restated Credit Agreement. 


 


Section 1.3            Statutes.


 


Unless
specified otherwise, reference in this Guarantee to a statute refers to that
statute as it may be amended, or to any restated or successor legislation of
comparable effect.


 


Section 1.4            Certain Phrases, etc.  


 


In this
Guarantee (i) (y) the words “including” and
“includes” mean “including
(or includes) without limitation” and (z) the phrase “the aggregate of”, “the total of”,
“the sum of”, or a phrase of similar
meaning means “the aggregate (or total or sum), without
duplication, of”, and (ii) in the computation of periods of
time from a specified date to a later specified date, unless otherwise
expressly stated, the word “from” means “from and including” and the words “to”
and “until” each mean “to but
excluding”.


 


Section 1.5            Gender and Number.  


 


Any
reference in this Guarantee to gender shall include all genders and words
importing the singular number only shall include the plural and vice versa.


 


7





















 


Section 1.6            Headings, etc.  


 


The
division of this Guarantee into Articles and Sections and the insertion of
headings are for convenient reference only and are not to affect the
interpretation of this Guarantee.


 


ARTICLE 2

GUARANTEE


 


Section 2.1            Guarantee.  


 


(1)           The
Guarantor irrevocably and unconditionally guarantees:  


 


(a)           to the
Bank Creditors the full and prompt payment when due (whether at the stated
maturity, by acceleration or otherwise) of (i) the principal of and
interest on the Notes issued by, and the Loans made to, the Borrower under the
Amended and Restated Credit Agreement, (ii) all reimbursement obligations
and unpaid drawings with respect to Letters of Credit issued under the Amended
and Restated Credit Agreement and (iii) all other obligations (including
obligations which, but for any automatic stay under any applicable Insolvency
Legislation, would become due) and liabilities owing by the Borrower to the
Bank Creditors under the Amended and Restated Credit Agreement and the other
Credit Documents (including indemnities, Fees and interest thereon) whether now
existing or hereafter incurred under, arising out of or in connection with the
Amended and Restated Credit Agreement or any other Credit Document and the due
performance and compliance with the terms of the Credit Documents by the
Borrower (all such principal, interest, liabilities and obligations under this
paragraph (a), except to the extent consisting of obligations or liabilities
with respect to Interest Rate Agreements, being herein collectively called, the
“Amended and Restated Credit Agreement Obligations”);
and


 


(b)           to
each Interest Rate Creditor the full and prompt payment when due (whether at
the stated maturity, by acceleration or otherwise) of all obligations
(including obligations which, but for any automatic stay under any applicable
Insolvency legislation, would become due) and liabilities owing by the Borrower
under any Interest Rate Agreement, whether now in existence or hereafter
arising, and the due performance and compliance by the Borrower with all terms,
conditions and agreements contained therein (all such obligations and
liabilities, the “Interest Rate Obligations”).


 


8





















 


The
Guarantor promises to pay, on demand, all reasonable out-of-pocket costs and
expenses (including reasonable fees and disbursements of counsel) incurred by
or on behalf of the Secured Creditors and the Collateral Agent in enforcing any
of their respective rights under this Guarantee and by the Collateral Agent in
connection with any amendment, waiver or consent relating thereto.  


 


(2)           Additionally,
the Guarantor unconditionally and irrevocably guarantees the payment of any and
all Guaranteed Obligations of the Borrower to the Secured Creditors whether or
not due or payable by the Borrower upon the occurrence in respect of the
Borrower of any of the events specified in Section 9.1(e) of the
Amended and Restated Credit Agreement, and unconditionally and irrevocably,
promises to pay such Guaranteed Obligations to the Secured Creditors, or order,
on demand, in lawful money of the United States.


 


Section 2.2            Absolute Liability.


 


(1)           The
Guarantor guarantees that the Guaranteed Obligations will be paid to the
Collateral Agent and the Secured Creditors strictly in accordance with their
terms and conditions, that the Guarantor shall be liable as principal debtor
and not solely as surety with respect to the payment of the Guaranteed
Obligations and that the liability of the Guarantor under this Guarantee shall
be absolute and unconditional irrespective of:


 


(a)           the
lack of validity or enforceability of any terms of any of the other Credit
Documents or the Interest Rate Agreements;


 


(b)           any
contest by the Borrower or any other Person as to the amount of the Guaranteed
Obligations, the validity or enforceability of any terms of the Credit
Documents or the Interest Rate Agreements or the perfection or priority of any
security granted to the Collateral Agent or the Secured Creditors;


 


(c)           any
defence, counter-claim or right of set-off available to the Borrower;


 


(d)           any
change in the time or times for, or place of or manner of payment of the
Guaranteed Obligations or any consent, waiver, renewal, extension or other
indulgences which the Secured Creditors or the Collateral Agent may grant to
the Borrower or any other Person or any amendment or supplement to, or
alteration or renewal of, or restatement or modification of (including any
increase in the amounts available thereunder or the inclusion of additional
borrowers thereunder), or other action or inaction under, any of the Credit
Documents or the Interest Rate Agreements or the Guaranteed Obligations and
this Guarantee shall apply to the Guaranteed 


 


9





















 


Obligations
as so changed, indulged, amended, supplemented, altered, renewed, restated,
modified or increased;


 


(e)           any
dealings with the security which the Secured Creditors or the Collateral Agent
hold or may hold pursuant to the terms and conditions of the Credit Document or
the Interest Rate Agreements, including the taking, giving up or exchange of
securities, their variation or realization, the accepting of compositions and
the granting of releases and discharges;


 


(f)            any
bankruptcy, insolvency, reorganization, composition, adjustment, dissolution,
liquidation or other like proceeding relating to the Borrower, the Guarantor or
any other Person or any action taken with respect to this Guarantee by any
trustee or receiver, or by any court, in any such proceeding, whether or not
the Guarantor shall have notice or knowledge of any of the foregoing;


 


(g)           the
assignment of all or any part of the benefits of this Guarantee;


 


(h)           any
invalidity, non-perfection or unenforceability of any security held by the
Secured Creditors or the Collateral Agent or any irregularity, default or
defect in the manner or procedure by which the Collateral Agent and the Secured
Creditors deals with or realizes on such security; and


 


(i)            any
other circumstances which might otherwise constitute a defence available to, or
a discharge of, the Guarantor, the Borrower or any other Person in respect of
the Guaranteed Obligations or this Guarantee, except indefeasible payment in
full of the Guaranteed Obligations on the Termination Date.


 


(2)           The
Guarantor understands, agrees and confirms that the Secured Creditors may
enforce this Guarantee up to the full amount of the Guaranteed Obligations
without proceeding against the Borrower or any other guarantor of the
Guaranteed Obligations.


 


ARTICLE 3

ENFORCEMENT


 


Section 3.1            Remedies.  


 


The
Secured Creditors and the Collateral Agent shall not be bound to exhaust their
recourse against the Borrower or any other Person or realize on any security
they may hold in respect of the Guaranteed Obligations before being entitled to



 


10





















 


payment under this Guarantee and the Guarantor renounces all benefits
of discussion and division.


 


Section 3.2            Impairment of
Security.  


 


Any
loss of, or loss of value of, any security granted to any of the Secured
Creditors or the Collateral Agent by the Borrower or any other Person shall not
discharge pro tanto or limit or lessen the
liability of the Guarantor under this Guarantee.


 


Section 3.3            Amount of Guaranteed
Obligations.  


 


Any
account settled or stated by or between the Collateral Agent and the Borrower,
or if any such account has not been settled or stated immediately before demand
for payment under this Guarantee, any account stated by the Collateral Agent
shall, in the absence of manifest error, be accepted by the Guarantor as prima facie evidence of the amount of the Guaranteed
Obligations which is due by the Borrower to the Secured Creditors and the
Collateral Agent or remains unpaid by the Borrower to the Secured Creditors and
the Collateral Agent.


 


Section 3.4            Payment on Demand.  


 


The
obligation of the Guarantor to pay the amount of the Guaranteed Obligations and
all other amounts payable by it to the Secured Creditors or the Collateral
Agent under this Guarantee shall arise, and the Guarantor shall make such
payments, immediately after demand for same is made in writing to it.  The liability of the Guarantor shall bear
interest from the date of such demand at the rate or rates of interest then
applicable to the Guaranteed Obligations under and calculated in the manner
provided in the Credit Documents.


 


Section 3.5            Assignment and Postponement.


 


(1)           All
obligations, liabilities and indebtedness of the Borrower to the Guarantor of
any nature whatsoever and all security therefor (the “Intercorporate
Indebtedness”) are hereby assigned and transferred to the Collateral
Agent as continuing and collateral security for the Guarantor’s obligations
under this Guarantee.  Until the
occurrence of an Event of Default, the Guarantor may receive payments in
respect of the Intercorporate Indebtedness in accordance with their terms.  The Guarantor shall not assign all or any
part of the Intercorporate Indebtedness to any Person other than the Collateral
Agent or the Secured Creditors.


 


(2)           Upon
the occurrence and during the continuance of an Event of Default, all
Intercorporate Indebtedness shall be held in trust for the Secured Creditors
and the Collateral Agent and shall be collected, enforced or proved subject to,
and for the purpose of, this Guarantee and any payments received by the
Guarantor in respect of the Intercorporate Indebtedness shall be segregated 


 


11





















 


from
other funds and property held by the Guarantor and immediately paid to the
Collateral Agent on account of the Guaranteed Obligations.


 


(3)           Upon
the occurrence and during the continuance of an Event of Default, the Secured
Creditors and the Collateral Agent shall be entitled to receive indefeasible
payment of the Guaranteed Obligations in full before the Guarantor receives any
payment on account of any Intercorporate Indebtedness.  In such case, the Intercorporate Indebtedness
shall not be released or withdrawn or set off against any amount, obligation,
liability or other indebtedness owing to the Borrower by the Guarantor unless
the Collateral Agent’s written consent to the release or withdrawal or set off
is first obtained.  The Guarantor shall
not permit the prescription of the Intercorporate Indebtedness by any statute
of limitations or ask for or obtain any security or negotiable paper for, or
other evidence of, the Intercorporate Indebtedness unless the same is delivered
forthwith to the Collateral Agent.


 


Section 3.6            Suspension of Guarantor
Rights.  


 


(1)           The
Guarantor agrees that so long as there are any Guaranteed Obligations, the
Guarantor shall not exercise any rights which it may at any time have by reason
of the performance of any of its obligations under this Guarantee (i) to
be indemnified by the Borrower, (ii) to claim contribution from any other
guarantor of the debts, liabilities or obligations of the Borrower, or (iii) to
take the benefit (in whole or in part and whether by way of subrogation or
otherwise) of any rights of the Secured Creditors or the Collateral Agent under
any of the Credit Documents. 


 


(2)           The
Guarantor waives (to the fullest extent permitted by law) all presentments,
demands for performance, protests and notices, including, without limitation,
notices of nonperformance, notices of protest, notices of dishonour, notices of
acceptance of this Guarantee, and notices of the existence, creation or
incurring of new or additional indebtedness. 
The Guarantor assumes all responsibility for being and keeping itself
informed of the Borrower’s financial condition and assets, and of all other
circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations
and the nature, scope and extent of the risks which the Guarantor assumes and
incurs hereunder, and agrees that the Secured Creditors shall have no duty to
advise the Guarantor of information known to them regarding such circumstances
or risks.


 


Section 3.7            No Prejudice to Secured
Creditors or Collateral Agent.


 


The
Secured Creditors and the Collateral Agent shall not be prejudiced in any way
in the right to enforce any provision of this Guarantee by any act or failure
to act on the part of the Borrower, the Secured Creditors or the Collateral
Agent (save 


 


12





















 


and except any act on the part of the Secured Creditors or the
Collateral Agent to expressly terminate this Guarantee on the Termination
Date).  The Collateral Agent and the
Secured Creditors may, at any time and from time to time, in such manner as any
of them may determine is expedient, without any consent of, or notice to, the
Guarantor and without impairing or releasing the obligations of the Guarantor (i) change
the manner, place, time or terms of payment of, or renew, increase, refinance,
accelerate or alter, the Guaranteed Obligations, (ii) renew, increase,
accelerate, replace, refinance or otherwise vary any credit or credit
facilities to, or the terms or conditions of any transaction with, the Borrower
or any other Person, (iii) release, compound or vary the liability of the
Borrower or any other Person liable in any manner under or in respect of the
Guaranteed Obligations, (iv) exercise or enforce or refrain from
exercising or enforcing any right or security against the Borrower, the
Guarantor or any other Person, and (v) apply any sums from time to time
received to the Guaranteed Obligations. 
In their dealings with the Borrower, the Collateral Agent and the
Secured Creditors need not enquire into the authority or power of any Person
purporting to act for or on behalf of the Borrower.


 


Section 3.8            Rights of Subrogation.


 


Any
rights of subrogation acquired by the Guarantor by reason of payment under this
Guarantee shall not be exercised until the Guaranteed Obligations and all other
amounts due to the Secured Creditors have been paid or repaid in full and such
rights of subrogation shall be no greater than the rights held by the Secured
Creditors.  In the event (i) of the
liquidation, winding-up or bankruptcy of the Borrower (whether voluntary or
compulsory), (ii) that the Borrower makes a bulk sale of any of its assets
within the provisions of any bulk sales legislation, or (iii) that the
Borrower makes any composition with creditors or enters into any scheme of
arrangement, then the Secured Creditors shall have the right to rank in
priority to the Guarantor for their full claims in respect of the Guaranteed
Obligations and receive all dividends or other payments until their claims have
been paid in full.  The Guarantor shall
continue to be liable, less any payments made by it, for any balance which may
be owing to the Secured Creditors by the Borrower.  No valuation or retention of their security
by the Secured Creditors shall, as between the Secured Creditors and the
Guarantor, be considered as a purchase of such security or as payment or
satisfaction or reduction of all or any part of the Guaranteed
Obligations.  If any amount is paid to
the Guarantor at any time when all the Guaranteed Obligations and other amounts
due to the Secured Creditors have not been paid in full, the amount shall be
held in trust for the benefit of the Secured Creditors and shall immediately be
paid to the Collateral Agent to be credited and applied upon the Guaranteed
Obligations, whether matured or unmatured. 
The Guarantor shall have no recourse against the Secured Creditors for
any invalidity, non-perfection or unenforceability of any security held by the
Secured Creditors or any irregularity or defect in the manner or procedure by
which the Secured Creditors realize on such security.


 


13





















 


Section 3.9            No Set-off.  


 


To the
fullest extent permitted by law, the Guarantor shall make all payments under
this Guarantee without regard to any defence, counter-claim or right of set-off
available to it.  


 


Section 3.10         Successors of the
Borrower.  


 


Any
change or changes in the name of, or reorganization (whether by way of
reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or
otherwise) of, the Borrower or its business shall not affect or in any way
limit or lessen the liability of the Guarantor under this Guarantee or under
any of the Guarantor Security Documents. 
This Guarantee and the Guarantor Security Documents shall extend to any
person, firm or corporation acquiring all or substantially all of the assets of
the Borrower.


 


Section 3.11         Continuing Guarantee.  


 


This
Guarantee is a continuing guarantee.  It
extends to all present and future Guaranteed Obligations, applies to and
secures the ultimate balance of the Guaranteed Obligations due or remaining due
to the Collateral Agent and the Secured Creditors and shall be binding as a
continuing obligation of the Guarantor until the Termination Date.  This Guarantee shall continue to be effective
or be reinstated, as the case may be, if at any time any payment of any of the
Guaranteed Obligations is rescinded or must otherwise be returned by the
Secured Creditors or the Collateral Agent upon the insolvency, bankruptcy or
reorganization of the Borrower or otherwise, all as though the payment had not
been made.


 


Section 3.12         Supplemental Security.


 


This
Guarantee is in addition and without prejudice to and supplemental to all other
guaranties and securities held or which may hereafter be held by the Secured
Creditors or the Collateral Agent.


 


Section 3.13         Security for Guarantee.  


 


The
Guarantor acknowledges that this Guarantee is intended to secure payment of the
Guaranteed Obligations and that the payment of the Guaranteed Obligations and
the other obligations of the Guarantor under this Guarantee are secured
pursuant to the terms and provisions of the Guarantor Security Documents.


 


Section 3.14         Right of Set-off.  


 


Upon
the occurrence and during the continuance of any Event of Default, the
Collateral Agent and each of the Secured Creditors are authorized by the
Guarantor and may, to the fullest extent permitted by law, set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by the Collateral
Agent or the Secured Creditors to or for the credit or the account of the
Guarantor against any and all of 


 


14





















 


the obligations of the Guarantor now or hereafter existing irrespective
of whether or not (i) the Secured Creditors or the Collateral Agent have
made any demand under this Guarantee, or (ii) any of the obligations
comprising the Guaranteed Obligations are contingent or unmatured.  The Collateral Agent and the Secured
Creditors agree promptly to notify the Guarantor after any such set-off and
application made by the relevant Collateral Agent or Secured Creditor provided
that the failure to give notice shall not affect the validity of the set-off
and application.  The rights of the
Collateral Agent and the Secured Creditors under this Section 3.14 are in
addition and without prejudice to and supplemental to other rights and remedies
which the Collateral Agent and the Secured Creditors may have.


 


Section 3.15         Interest Act (Canada).  


 


The
Guarantor acknowledges that certain of the rates of interest applicable to the
Guaranteed Obligations may be computed on the basis of a year of 360 days and
paid for the actual number of days elapsed. 
For purposes of the Interest Act
(Canada), whenever any interest is calculated using a rate based on a year of
360 days such rate determined pursuant to such calculation, when expressed as
an annual rate is equivalent to (i) the applicable rate based on a year of
360 days, (ii) multiplied by the actual number of days in the calendar
year in which the period for such interest is payable (or compounded) ends, and
(iii) divided by 360.


 


Section 3.16         Taxes and Other Taxes.  


 


(1)           All
payments to the Secured Creditors and the Collateral Agent by the Guarantor
under this Guarantee or under any of the Guarantor Security Documents shall be
made free and clear of and without deduction or withholding for any and all
taxes, levies, imposts, deductions, charges or withholdings and all related
liabilities (all such taxes, levies, imposts, deductions, charges, withholdings
and liabilities being referred to as “Taxes”)
imposed by any jurisdiction (or any political subdivision or taxing authority
of it), unless such Taxes are required by applicable Law to be deducted or
withheld.  If the Guarantor shall be
required by applicable Law to deduct or withhold any such Taxes from or in respect
of any amount payable under this Guarantee or under any of the Guarantor
Security Documents, (i) the amount payable shall be increased (and for
greater certainty, in the case of interest, the amount of interest shall be
increased) as may be necessary so that after making all required deductions or
withholdings (including deductions or withholdings applicable to any additional
amounts paid under this Section 3.16), the Secured Creditors and the
Collateral Agent receive an amount equal to the amount they would have received
if no such deduction or withholding had been made, (ii) the Guarantor
shall make such deductions or withholdings, and (iii) the Guarantor shall
immediately pay the full amount deducted or withheld to the relevant
Governmental Entity in accordance with applicable Law.


 


15





















 


(2)           The
Guarantor agrees to immediately pay any present or future stamp or documentary
taxes or any other excise or property taxes, charges, financial institutions
duties, debits taxes or similar levies (all such taxes, charges, duties and
levies being referred to as “Other Taxes”)
which arise from any payment made by the Guarantor under this Guarantee or
under any of the Guarantor Security Documents or from the execution, delivery
or registration of, or otherwise with respect to, this Guarantee or any of the
Guarantor Security Documents.


 


(3)           The
Guarantor shall indemnify the Secured Creditors and the Collateral Agent for
the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes
imposed by any jurisdiction on amounts payable by the Guarantor under this Section 3.16)
paid by the Secured Creditors or the Collateral Agent and any liability
(including penalties, interest and expenses) arising from or with respect to
such Taxes or Other Taxes, whether or not they were correctly or legally
asserted, excluding, in the case of any Secured Creditor and the Collateral
Agent, and subject to the next following sentence, Taxes imposed on its net
income or net profits (or any branch of profits tax imposed in lieu of net
income taxes) or capital taxes or receipts and franchise taxes.  If any Taxes on the worldwide net income,
profits or gains of any Secured Creditor or the Collateral Agent are asserted,
imposed, levied or assessed against such Secured Creditor or the Collateral
Agent in respect of any amount payable pursuant to this Section 3.16, the
Guarantor will indemnify such Secured Creditor or the Collateral Agent, as the
case may be, against such payment or liability together with any interest,
penalties and expenses payable or incurred in connection therewith.  Payment under this indemnification shall be
made within 30 days from the date the Collateral Agent or the relevant Secured
Creditor, as the case may be, makes written demand for it.  A certificate as to the amount of such Taxes
or Other Taxes submitted to the Guarantor by the Collateral Agent or the
relevant Secured Creditor shall be prima facie
evidence, absent manifest error, of the amount due from the Guarantor to the
Collateral Agent or the Secured Creditors, as the case may be.


 


(4)           The
Guarantor shall furnish to the Collateral Agent and the Secured Creditors the
original or a certified copy of a receipt evidencing payment of Taxes or Other
Taxes made by the Guarantor within 30 days after the date of any payment of
Taxes or Other Taxes.


 


(5)           If a
Secured Creditor or the Collateral Agent is, in its sole opinion, entitled to
claim a refund or able to apply for or otherwise take advantage of any tax
credit, tax deduction or similar benefit by reason of any withholding or
deduction made by the Guarantor in respect of a payment made by it under this
Guarantee, which payment shall have been increased pursuant to this 


 


16





















 


Section 3.16,
then such Secured Creditor or the Collateral Agent, as the case may be, will
use reasonable effort to obtain the refund, credit, deduction or benefit and
upon credit or receipt of it will pay to the Guarantor, the amount (if any) not
exceeding the increased amount paid by the Guarantor, as equals the net
after-tax value to such Guarantor of that part of the refund, credit, deduction
or benefit as it considers is allocable to such withholding or deduction having
regard to all of its dealings giving rise to similar credits, deductions or
benefits in relation to the same tax period and to the cost of obtaining the
same.  Nothing contained in this Section 3.16
shall interfere with the right of the Secured Creditor or the Collateral Agent
to arrange its tax affairs in whatever manner it deems fit and in particular,
neither any Secured Creditor nor the Collateral Agent shall be under any
obligation to claim relief from its corporate profits or similar tax liability
in respect of any deduction or withholding in priority to any other relief,
claims, credits or deductions available to it and neither any Secured Creditor
nor the Collateral Agent shall be obligated to disclose to the Guarantor any
information regarding its tax affairs, tax computations or otherwise.


 


Section 3.17         Judgment Currency.


 


(1)           If,
for the purposes of obtaining judgment in any court, it is necessary to convert
all or any part of the Guaranteed Obligations or any other amount due to a
Secured Creditor or the Collateral Agent in respect of the Guarantor’s
obligations under this Guarantee in any currency (the “Original
Currency”) into another currency (the “Other
Currency”), the Guarantor, to the fullest extent that it may
effectively do so, agrees that the rate of exchange used shall be that at
which, in accordance with normal banking procedures, the Secured Creditor or
the Collateral Agent, as the case may be, could purchase the Original Currency
with the Other Currency on the Business Day preceding that on which final
judgement is paid or satisfied.


 


(2)           The
obligations of the Guarantor in respect of any sum due in the Original Currency
from it to any Secured Creditor or the Collateral Agent shall, notwithstanding
any judgment in any Other Currency, be discharged only to the extent that on
the Business Day following receipt by such Secured Creditor or the Collateral
Agent, as the case may be, of any sum adjudged to be so due in such Other
Currency such Secured Creditor or the Collateral Agent, as the case may be,
may, in accordance with its normal banking procedures, purchase the Original
Currency with such Other Currency.  If
the amount of the Original Currency so purchased is less than the sum
originally due to the Secured Creditor or the Collateral Agent, as the case may
be, in the Original Currency, the Guarantor agrees, as a separate obligation
and notwithstanding any such judgment, to indemnify the Secured Creditor or the
Collateral Agent, as the case may be, against such loss, and if the amount 


 


17





















 


of the
Original Currency so purchased exceeds the sum originally due to the Secured
Creditor or the Collateral Agent, as the case may be, in the Original Currency,
the Secured Creditor or the Collateral Agent, as the case may be, agrees to
remit such excess to the Guarantor.


 


ARTICLE 4

REPRESENTATIONS, WARRANTIES AND COVENANTS


 


Section 4.1            Representations and
Warranties.  


 


The
Guarantor hereby represents and warrants to and in favour of the Collateral
Agent and the Secured Creditors, acknowledging and confirming that each Secured
Creditor and the Collateral Agent is relying thereon without independent
inquiry in connection with the acceptance of this Guarantee, that:


 


(a)           Shares.  As of the Effective Date,
the authorized capital of the Guarantor consists of an unlimited number of
common shares of which only 1000 common shares (and no more) have been
issued and are outstanding as fully paid and non-assessable.  The Borrower is the registered and beneficial
owner of all of the issued and outstanding common shares in the capital of the
Guarantor (the “Shares”).  As of the Effective Date, the Guarantor is
not a party to any unanimous shareholder’s declaration, shareholders’ agreement
or other agreement relating to the Shares or within the meaning of Section 108
of the Business Corporations Act
(Ontario).  The Guarantor does not own
beneficially or of record any shares or other securities in any Person.


 


(b)           Incorporation
and Qualification.  The Guarantor is a corporation duly
incorporated, organized and validly existing under the laws of the Province of
Ontario and, and as of the Effective Date, is extra-provincially registered to
carry on business in the Provinces of Quebec, Manitoba, Saskatchewan, Alberta
and British Columbia, but is not qualified, licensed or registered to carry on
business in any other jurisdiction nor could failure to be so qualified have a
Material Adverse Effect.


 


(c)           Corporate
Power.  The
Guarantor has all requisite corporate power and authority to (i) own,
lease and operate its properties and assets and to carry on the business in
which it is engaged and presently proposes to engage, and (ii) enter into
and perform its obligations under the Credit Documents to which it is a party.


 


(d)           Conflict
With Other Instruments.  The execution and delivery by the Guarantor
and the performance by it of its obligations under, and 


 


18





















 


compliance
with the terms, conditions and provisions of, the Credit Documents to which it
is a party will not (i) conflict with or result in a breach of any of the
terms or conditions of (t) its constating documents or by-laws,
(u) any applicable law, rule or regulation, (v) any contractual
restriction binding on or affecting it or its properties, or (w) any
judgment, injunction, determination, order, decree, writ or award which is
binding on it, or (ii) result in, require or permit (x) the
imposition of any encumbrance in, on or with respect to any of its assets or
property (except in favour of the Collateral Agent and the Secured Creditors)
or (y) the acceleration of the maturity of any Indebtedness binding on or
affecting the Guarantor, except in each of the foregoing cases (except
clause(t)), any contravention, conflicts, encumbrances or accelerations which
are not reasonably likely to adversely affect any Lender or to have a Material
Adverse Effect. 


 


(e)           Corporate
Action, Governmental Approvals, etc.  The execution and delivery of each of the
Credit Documents by the Guarantor and the performance by the Guarantor of its
obligations under the Credit Documents to which it is a party has been duly
authorized by all necessary corporate action including the obtaining of all
necessary shareholder consents.  Except
for the filing of financing statements and financing change statements and for
any other filings, registrations or recordings required under the Guarantor’s
Security Documents (all of which have been made or will be made within one
Business Day hereof, save and except for any filings, registrations or
recordings in respect of fixtures in the appropriate land registry office and
in respect of any assignment of Crown debts (as that term is defined in the Financial Administration Act (Canada) to
which Part VII of the Financial
Administration Act (Canada) applies), no authorization, consent,
approval, registration, qualification, designation, declaration, filing,
recording or registration with or exemption by any Governmental Entity or other
Person, is or was necessary in connection with (i) the execution, delivery
and performance of obligations under the Credit Documents to which the
Guarantor is a party; or (ii) the legality, validity, binding effect or
enforceability of any such Credit Document.


 


(f)            Execution
and Binding Obligation.  This Guarantee and the other Credit Documents
to which the Guarantor is a party have been duly executed and delivered by the
Guarantor and constitute legal, valid and binding obligations of the Guarantor
enforceable against it in accordance with their respective terms, subject only
to any limitation under applicable laws relating to (i) bankruptcy,
insolvency, 


 


19





















 


arrangement
or creditors’ rights generally, and (ii) the discretion that a court may
exercise in the granting of equitable remedies.


 


(g)           Litigation.  There are no actions,
suits, arbitrations, investigations or proceedings pending or threatened (i) with
respect to any Credit Document to which the Guarantor is a party or (ii) that,
after giving effect to expected insurance proceeds and indemnity payments, are
reasonably likely to have a Material Adverse Effect.


 


Section 4.2            Survival of
Representations and Warranties.  


 


The
representations and warranties herein set forth or contained in any
certificates or documents delivered to the Collateral Agent or the Secured
Creditors pursuant hereto shall not merge in or be prejudiced by and shall
survive any Notes issued by, and Loans made to, the Borrower under the Amended
and Restated Credit Agreement, Letters of Credit issued under the Amended and
Restated Credit Agreement, and obligations under any Interest Rate Agreement,
and shall continue in full force and effect until the Guaranteed Obligations
and all other amounts owing hereunder shall be paid or repaid in full.  


 


Section 4.3            Amended and Restated
Credit Agreement.  


 


Until
the Guaranteed Obligations and all other amounts owing hereunder shall be paid
or repaid in full and the Secured Creditors have no obligations under the
Amended and Restated Credit Agreement or the Interest Rate Agreements, the
Guarantor covenants and agrees that it shall take, or shall refrain from
taking, as the case may be, all actions that are necessary to be taken or not
taken so that no violation of any provision, covenant or agreement contained in
Article 7 or Article 8 of the Amended and Restated Credit Agreement
and so that no Default or Event of Default, is caused by the action of the
Guarantor and its Subsidiaries.


 


ARTICLE 5

GENERAL


 


Section 5.1            Notices, etc.  


 


All
notices, requests, demands or other communications provided for hereunder made
in writing (including telexed or telecopier communication) shall be deemed to
have been duly given or made when delivered to the Person to which such notice,
request, demand or other communication is required or permitted to be given or
made under this Guarantee, addressed as follows:


 


(a)           To the Guarantor:


 


c/o Williams Scotsman, Inc.


8211 Town Center Drive


 


20





















 


	
  Baltimore,
  Maryland 21236-5997

  
	
   

  
	
  Attention:

  	
  John B. Ross

  
	
   

  
	
  Telephone:

  	
  (410)931-6000 ext.6105

  
	
  Facsimile:

  	
  (410)931-6117

  
	
   

  
	
  With a copy
  to:

  
	
   

  
	
  Davies Ward
  Phillips & Vineberg LLP

  
	
  1 First
  Canadian Place

  
	
  44th
  Floor

  
	
  P.O. Box
  63

  
	
  Toronto,
  Ontario

  
	
  M5X 1B1

  
	
   

  
	
  Attention:

  	
  Kent F. Beattie

  
	
   

  
	
  Telephone:

  	
  (416)367-6927

  
	
  Facsimile:

  	
  (416)863-0871

  



 


(b)           To the Collateral
Agent at:


 


	
  Bank of America, N.A.

  
	
  335 Madison Avenue

  
	
  New York,
  New York 10017

  
	
   

  
	
  Attention:

  	
  Business Capital/URGENT

  
	
   

  	
   

  
	
  Telephone:

  	
  (212) 503-7632

  
	
  Facsimile:

  	
  (212) 503—7330

  



 


(c)           To any Bank Creditor, other than the Collateral Agent, at such
address as such Bank Creditor shall have specified in the Amended and Restated
Credit Agreement;


 


(d)           To any Interest Rate Creditor at such address as such Interest Rate
Creditor shall have specified in writing to the Obligor and the Collateral Agent;



 


or in
any case at such other address as any of the Persons listed above may hereafter
notify the others in writing, except that notices and communications to the 


 


21





















 


Administrative Agent or any Credit Party shall not be effective until
received by the Administrative Agent or such Credit Party.


 


Section 5.2            Currency.  


 


All
references in this Guarantee to dollars, unless otherwise specifically
indicated, are expressed in lawful currency of the United States of America.


 


Section 5.3            Successors and
Assigns.  


 


This
Guarantee shall be binding upon the Guarantor, its successors and assigns, and
shall enure to the benefit of the Secured Creditors, the Collateral Agent and
their respective successors and assigns. 
All rights of the Collateral Agent and the Secured Creditors shall be
assignable and in any action brought by an assignee to enforce any such right,
the Guarantor shall not assert against the assignee any claim or defence which
the Guarantor now has or hereafter may have against the Collateral Agent or any
of the Secured Creditors.


 


Section 5.4            Severability.  


 


If any
provision of this Guarantee is deemed by any court of competent jurisdiction to
be invalid or void, the remaining provisions shall remain in full force and
effect.


 


Section 5.5            Waivers, etc.  


 


Neither
this Guarantee nor any provision hereof may be changed, waived, discharged or
terminated, with respect to any Guarantor, except with the written consent of
(x) the Required Lenders (or to the extent required by Section 11.10
of the Amended and Restated Credit Agreement, with the written consent of each
Lender) at all times prior to the time on which all Amended and Restated Credit
Agreement Obligations have been paid in full or (y) the holders of at
least a majority of the outstanding Interest Rate Obligations at all times
after the time on which all Amended and Restated Credit Agreement Obligations
have been paid in full; provided, that any change, waiver, modification or
variance affecting the rights and benefits of a single Class (as defined
below) of Secured Creditors (and not all Secured Creditors in a like or similar
manner) shall require the written consent of the Requisite Creditors (as
defined below) of such Class of Secured Creditors (it being understood
that the release of any guarantor hereunder shall not constitute a change,
waiver, discharge or termination affecting any guarantor other than the
guarantor so added or released).  For the
purpose of this Guarantee the term “Class” means
each class of Secured Creditors, i.e., whether (x) the Bank Creditors as
holders of the Amended and Restated Credit Agreement Obligations or
(y) the Interest Rate Creditors as the holders of the Interest Rate
Obligations.  For the purpose of this
Guarantee, the term “Requisite Creditors”
of any Class means each of (x) with respect to the Amended and
Restated Credit Agreement Obligations, the Required Lenders, or if required by Section 11.10
of the Amended and Restated Credit


 


22





















 


Agreement, all of the Lenders and (y) with respect to the Interest
Rate Obligations, the holders of at least a majority of all obligations
outstanding from time to time under the Interest Rate Agreements.


 


Section 5.6            Enforcement by Secured
Creditors.


 


Notwithstanding
anything else to the contrary in this Guarantee, the Secured Creditors and the
Collateral Agent agree that this Guarantee may be enforced only by the action
of the Administrative Agent or the Collateral Agent, in each case acting upon
the instructions of the Required Lenders (or, after the date on which all
Amended and Restated Credit Agreement Obligations have been paid in full, the
holders of at least a majority of the Interest Rate Obligations) and that no
other Secured Creditor shall have any right individually to seek to enforce or
to enforce this Guarantee or to realize upon the security to be granted hereby,
it being understood and agreed that such rights and remedies may be exercised
by the Administrative Agent or the Collateral Agent or the holders of at least
a majority of the Interest Rate Obligations, as the case may be, for the
benefit of the Secured Creditors upon the terms of this Guarantee and the other
Credit Documents.  The Secured Creditors
further agree that this Guarantee may not be enforced against any director,
officer, employee, or shareholder (except to the extent such shareholder is a
Credit Party) of the Guarantor.  It is
understood that the agreement in this Section 5.6 is among and solely for
the benefit of the Lenders and that if the Required Lenders so agree (without
requiring the consent of the Guarantor), the Guarantee may be directly enforced
by any Secured Creditor.  


 


Section 5.7            Governing Law.  


 


This
Guarantee shall be governed by and interpreted and enforced in accordance with
the laws of the Province of Ontario and the federal laws of Canada applicable
therein.


 


REMAINDER OF THIS PAGE
INTENTIONALLY LEFT BLANK


 


23





















 


IN
WITNESS WHEREOF the Guarantor has caused
this Guarantee to be executed by its duly authorized officers as of the day and
year first above written.


 


	
   

  	
  WILLIAMS SCOTSMAN OF

  CANADA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tom
  Bruyea

  	
   

  
	
   

  	
   

  	
    Name:
  Tom Bruyea 

  
	
   

  	
   

  	
    Title:
  Authorized Signing Officer

  



 


24