COMPANY HEREUNDER BY
EXECUTING A COUNTERPART HEREOF AND DELIVERING SAME TO BOFA, OR BY EXECUTING A
JOINDER AGREEMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT N TO THE CREDIT
AGREEMENT, IN EACH CASE WITH ALL ACTIONS REQUIRED ABOVE TO BE TAKEN TO THE
SATISFACTION OF BOFA.
FROM AND AFTER SUCH DATE, EACH SUBSIDIARY GUARANTOR WHICH
TAKES THE ACTION DESCRIBED ABOVE SHALL BECOME A "COMPANY" FOR ALL PURPOSES OF
THIS CUSTODIAN AGREEMENT, AND SHALL COMPLY WITH THE PROVISIONS HEREOF.
WITHOUT
LIMITING THE PROVISIONS OF THIS AGREEMENT, EACH PERSON WHICH BECOMES A COMPANY
AFTER THE DATE HEREOF SHALL PROVIDE WRITTEN NOTICE THEREOF TO EACH OF THE
CUSTODIANS AT THE TIME SUCH PERSON BECOMES A PARTY HERETO AS CONTEMPLATED ABOVE.
12
EXHIBIT M
IN WITNESS WHEREOF, the parties have caused this Custodian Agreement to be duly
executed as of the day and year first above written.
BANK OF AMERICA, N.A., as Administrative
Agent and Collateral Agent
By:
Name:
Title:
as Custodian
as Custodian
Each of the undersigned acknowledges and
agrees to the foregoing provisions of this
Custodian Agreement, to the extent same
relate to BTCC or DBTCA, as appropriate
BT COMMERCIAL CORPORATION
By:
Name:
Title:
DEUTSCHE BANK TRUST COMPANY AMERICAS
By:
Name:
Title:
By:
Name:
Title:
Each of the undersigned hereby acknowledges and agrees to the foregoing terms
and provisions. By its respective signature below, each of the undersigned
agrees that it will, together with its successors and assigns, be bound by the
provisions hereof and of the foregoing Custodian Agreement; provided, that,
nothing in the foregoing Custodian Agreement shall amend, modify, change or
supersede the respective terms of any BofA Agreements with any of the
undersigned. In the event of any conflict or inconsistencies between the terms
of the foregoing Custodian Agreement and the agreements of any Company with, to
or in favor of BofA or the Secured Creditors, the terms of the agreements with
BofA or the Secured Creditors shall govern as between BofA or the respective
Secured Creditors and the undersigned.
Each of the undersigned acknowledges and agrees that:
(i) the failure of either
or both of the Custodians to fulfill their respective obligations and duties
hereunder in any material respect, after not less than fifteen (15) days prior
written notice by BofA to either or both of Custodians and Borrower shall
constitute an Event of Default as defined in and under the BofA Agreements
(except if the Custodians are removed and shall promptly upon BofA's request
comply with Section 2.5(c) of the Custodian Agreement) and (ii) it will execute
and deliver such additional documents and take such additional action as may be
requested by BofA to effectuate the provisions and purposes of the foregoing
Custodian Agreement.
WILLIAMS SCOTSMAN, INC.
By:
Name:
Title:
WILLSCOT EQUIPMENT, LLC
By:
WILLIAMS SCOTSMAN, INC.,
as Member
By:
Name:
Title:
SPACE MASTER INTERNATIONAL, INC.
By:
Name:
Title:
TRUCK & TRAILER SALES, INC.
By:
Name:
Title:
EVERGREEN MOBILE COMPANY
By:
Name:
Title:
EXHIBIT N
FORM OF U.S. SUBSIDIARIES JOINDER AGREEMENT
THIS JOINDER AGREEMENT (this "Joinder") is