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