SCHEDULE XVI
Existing Investments
SCHEDULE XVII
Bank Accounts
SCHEDULE XVIII
Holdings Article 7 and 8 Covenants
SCHEDULE XIX
Affiliate Transactions
SCHEDULE XX
Subordinated Guarantor Senior Indebtedness
SCHEDULE XXI
First Lien Obligations Exception
EXHIBIT A-1
Form of Term Note
EXHIBIT A-2
Form of Revolving Note
EXHIBIT B-1
Form of Notice of Borrowing
EXHIBIT B-2
Form of Letter of Credit Request
EXHIBIT B-3
Form of Notice of Continuation
EXHIBIT B-4
Form of Notice of Conversion
EXHIBIT C-1
Form of Collection Bank Agreement
EXHIBIT C-2
Form of Canadian Bank Control Agreement
EXHIBIT D
Form of Section 2.9(b)(ii) Certificate
EXHIBIT E-1
Form of Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, special counsel
to Holdings and the Borrower
EXHIBIT E-2
Form of Opinion of Davies Ward Phillips & Vineberg LLP
EXHIBIT F-1
Form of U.S. Security Agreement
EXHIBIT F-2
Form of Canadian Security Agreement
EXHIBIT G
Form of Collateral Access Agreement
EXHIBIT H
Form of Officer's Certificate
EXHIBIT I
Form of Solvency Certificate
EXHIBIT J-1
Form of U.S. Subsidiaries Guaranty
EXHIBIT J-2
Form of Canadian Subsidiaries Guaranty
EXHIBIT K-1
Form of U.S. Pledge Agreement
EXHIBIT L
Form of Mortgage
EXHIBIT M
Form of Custodian Agreement
EXHIBIT N
Form of U.S. Subsidiary Joinder Agreement
EXHIBIT O
Form of Compliance Certificate
vi
EXHIBIT P
Form of Borrowing Base Certificate
EXHIBIT Q-1
Form of Assignment and Assumption Agreement
EXHIBIT Q-2
Form of Notice of Assignment
EXHIBIT R
Form of Incremental Commitment Agreement
EXHIBIT S
Form of Bank Assignment Agreement
EXHIBIT T
Form of Acknowledgment and Agreement to Intercreditor Agreement
vii
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 28, 2005, among
WILLIAMS SCOTSMAN INTERNATIONAL, INC. (formerly known as Scotsman Holdings,
Inc.), a Delaware corporation ("Holdings"), WILLIAMS SCOTSMAN, INC., a Maryland
corporation (the "Borrower"), the Lenders party hereto from time to time, BANK
OF AMERICA, N.A., as Administrative Agent (in such capacity, together with its
successors in such capacity, the "Administrative Agent"), DEUTSCHE BANK TRUST
COMPANY AMERICAS, as Syndication Agent (in such capacity, the "Syndication
Agent"), CITICORP USA, INC., WELLS FARGO BANK, N.A. and LEHMAN COMMERCIAL PAPER
INC., as Co-Documentation Agents (in such capacities, each a "Co-Documentation
Agent" and, collectively, the "Co-Documentation Agents"), and BANC OF AMERICA
SECURITIES LLC and DEUTSCHE BANK SECURITIES INC., as Co-Lead Arrangers and Joint
Book Runners (in such capacities, each a "Co-Lead Arranger" and, collectively,
the "Co-Lead Arrangers").
Capitalized terms used and not otherwise defined
herein have the respective meanings set forth in Section 1.1 hereof.
W I T N E S S E T H :
WHEREAS, the Borrower has requested the Lenders to make available to the
Borrower a revolving line of credit for loans and letters of credit in an
original maximum amount of $500,000,000 and a term loan in an amount not to
exceed $150,000,000, which extensions of credit the Borrower will use to
refinance existing indebtedness and for its working capital and general
corporate needs;
WHEREAS, the Lenders have agreed to make available to the Borrower the credit
facilities provided for herein upon