contained
herein;
NOW, THEREFORE, it is agreed:
I.
PAYMENT IN FULL OF SENIOR SECURED
NOTES AND SENIOR UNSECURED NOTES; HEDGE AGREEMENTS.
THE BORROWER REPRESENTS AND
WARRANTS TO THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT AND THE LENDERS THAT
(I) ALL OBLIGATIONS AND LIABILITIES OWING UNDER OR WITH RESPECT TO THE SENIOR
SECURED NOTES, THE OTHER SENIOR SECURED NOTES DOCUMENTS, THE SENIOR UNSECURED
NOTES AND THE OTHER SENIOR UNSECURED NOTES DOCUMENTS HAVE BEEN PAID IN FULL AND
(II) NO CREDIT PARTY IS A PARTY TO A HEDGE AGREEMENT ON THE DATE HEREOF (OTHER
THAN A CURRENCY FORWARD AGREEMENT BETWEEN THE BORROWER AND BOFA).
II.
AMENDMENTS TO CREDIT AGREEMENT AND
CERTAIN OTHER CREDIT DOCUMENTS.
EFFECTIVE ON THE THIRD AMENDMENT EFFECTIVE DATE
(AS DEFINED IN PART V, SECTION 5 OF THIS AMENDMENT):
A.
THE CREDIT AGREEMENT IS AMENDED AS FOLLOWS:
1.
NOTWITHSTANDING ANYTHING IN THE CREDIT
AGREEMENT OR ANY OTHER CREDIT DOCUMENT TO THE CONTRARY, WSC SHALL NO LONGER
CONSTITUTE A CANADIAN SUBSIDIARY GUARANTOR, A CREDIT PARTY, A GUARANTOR, A
QUALIFIED CREDIT PARTY, A QUALIFIED SUBSIDIARY GUARANTOR OR A SUBSIDIARY
GUARANTOR.
2.
THE DEFINED TERMS "AVERAGE LEASE TERM"
AND "AVERAGE RENTAL RATE" IN SECTION 1.1 OF THE CREDIT AGREEMENT ARE AMENDED BY
ADDING THE WORDS "OF THE QUALIFIED CREDIT PARTIES" IMMEDIATELY AFTER EACH USAGE,
IF ANY, OF THE WORDS "RENTAL EQUIPMENT" AND "UNITS" IN SUCH DEFINED TERMS.
3.
THE DEFINED TERMS "CANADIAN BANK
CONTROL AGREEMENT", "CANADIAN SECURITY AGREEMENT", "CANADIAN SUBSIDIARIES
GUARANTY", "CANADIAN SUBSIDIARY GUARANTOR" AND "QUALIFIED CANADIAN JURISDICTION"
IN SECTION 1.1 OF THE CREDIT AGREEMENT ARE DELETED IN THEIR ENTIRETY AND EACH OF
EXHIBIT C-2 (FORM OF CANADIAN BANK CONTROL AGREEMENT), EXHIBIT F-2 (FORM OF
CANADIAN SECURITY AGREEMENT) AND EXHIBIT J-2 (FORM OF CANADIAN SUBSIDIARIES
GUARANTY) ARE DELETED AS EXHIBITS TO THE CREDIT AGREEMENT AND FROM THE TABLE OF
CONTENTS TO THE CREDIT AGREEMENT.
4.
THE DEFINED TERM "ELIGIBLE ACCOUNTS
RECEIVABLE" IN SECTION 1.1 OF THE CREDIT AGREEMENT IS AMENDED BY (I) DELETING
THE WORDS "OR CANADIAN DOLLARS" NEAR THE BEGINNING OF SUCH DEFINED TERM,
(II) DELETING THE WORDS "AND CANADA" IN CLAUSE (I) OF SUCH DEFINED TERM AND
(III) RESTATING CLAUSE (L) THEREOF TO READ AS FOLLOWS:
(l)
the account debtor is the United States of America or any
department, agency or instrumentality thereof, except (A) to the extent that the
amount of such Account, together with the amount of all such other Accounts of
the Qualified Credit Parties, does not exceed in the aggregate 15% in face value
of all Accounts of the Borrower and its Subsidiaries whose Accounts are included
in the Borrowing Base then outstanding or (B) if the Borrower duly assigns its
rights to payment of such Account to the Collateral Agent pursuant to the
Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.); or
5.
THE DEFINED TERM "ELIGIBLE RENTAL
EQUIPMENT" IN SECTION 1.1 OF THE CREDIT AGREEMENT IS AMENDED BY DELETING (I) THE
WORDS "APPLICABLE UCC AND PPSA FILINGS AND REGISTRATIONS" IN CLAUSE (C) OF SUCH
DEFINED TERM AND SUBSTITUTING THEREFOR