AMENDMENT, EACH CREDIT AGREEMENT PARTY HEREBY
REPRESENTS AND WARRANTS THAT:
(A)
NO DEFAULT OR EVENT OF DEFAULT EXISTS AS OF THE SECOND AMENDMENT
EFFECTIVE DATE (AS DEFINED BELOW), BOTH IMMEDIATELY BEFORE AND IMMEDIATELY AFTER
GIVING EFFECT THERETO; AND
(B)
ALL OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE CREDIT
AGREEMENT AND THE OTHER CREDIT DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS ON THE SECOND AMENDMENT EFFECTIVE DATE BOTH IMMEDIATELY BEFORE AND
IMMEDIATELY AFTER GIVING EFFECT THERETO, WITH THE SAME EFFECT AS THOUGH SUCH
REPRESENTATIONS AND WARRANTIES HAD BEEN MADE ON AND AS OF THE SECOND AMENDMENT
EFFECTIVE DATE (IT BEING UNDERSTOOD THAT ANY REPRESENTATION OR WARRANTY MADE AS
OF A SPECIFIC DATE SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH
SPECIFIC DATE).
2.
THIS AMENDMENT IS LIMITED AS SPECIFIED AND SHALL NOT CONSTITUTE A
MODIFICATION, ACCEPTANCE OR WAIVER OF ANY OTHER PROVISION OF THE CREDIT
AGREEMENT OR ANY OTHER CREDIT DOCUMENT.
3.
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS AND
BY THE DIFFERENT PARTIES HERETO ON SEPARATE COUNTERPARTS, EACH OF WHICH
COUNTERPARTS WHEN EXECUTED AND DELIVERED SHALL BE AN ORIGINAL, BUT ALL OF WHICH
SHALL TOGETHER CONSTITUTE ONE AND THE SAME INSTRUMENT.
4.
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAW
OF THE STATE OF NEW YORK.
5.
THIS AMENDMENT SHALL BECOME EFFECTIVE ON THE DATE (THE "SECOND
AMENDMENT EFFECTIVE DATE") WHEN EACH CREDIT PARTY, THE ADMINISTRATIVE AGENT AND
THE REQUIRED LENDERS SHALL HAVE SIGNED A COUNTERPART HEREOF (WHETHER THE SAME OR
DIFFERENT COUNTER PARTS) AND SHALL HAVE DELIVERED (INCLUDING BY WAY OF FACSIMILE
OR ELECTRONIC TRANSMISSION) THE SAME TO KAYE SCHOLER LLP, 425 PARK AVENUE, NEW
YORK, NY 10036 ATTENTION:
PAUL SOMELOFSKE (FACSIMILE NUMBER: 212-836-7152 AND
E-MAIL ADDRESS: PSOMELOFSKE@KAYESCHOLER.COM).
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THE CREDIT AGREEMENT IS HEREBY RATIFIED AND CONFIRMED AND, EXCEPT
AS HEREIN AGREED, REMAINS IN FULL FORCE AND EFFECT IN ACCORDANCE WITH ITS TERMS.
7.
AT ALL TIMES ON AND AFTER THE SECOND AMENDMENT EFFECTIVE DATE, ALL
REFERENCES IN THE CREDIT AGREEMENT AND EACH OF THE OTHER CREDIT DOCUMENTS TO THE
CREDIT AGREEMENT SHALL BE DEEMED TO BE REFERENCES TO THE CREDIT AGREEMENT AFTER
GIVING EFFECT TO THIS AMENDMENT.
IT IS AGREED THAT THIS AMENDMENT SHALL
CONSTITUTE A CREDIT DOCUMENT FOR ALL PURPOSES UNDER THE CREDIT AGREEMENT AND THE
OTHER CREDIT DOCUMENTS.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective authorized officers as of the day and year first
above written.
WILLIAMS SCOTSMAN INTERNATIONAL, INC.
By:
/s/ Scott W. Becker
Title: Vice President and Treasurer
WILLIAMS SCOTSMAN, INC.
By:
/s/ Scott W. Becker
Title: Vice President and Treasurer
By its signature below, each of the undersigned hereby consents to the foregoing
Amendment and ratifies and confirms the Guaranty to which it is a party.
WILLIAMS SCOTSMAN INTERNATIONAL, INC.
By:
/s/ Scott W. Becker
Title: Vice President and Treasurer
WILLSCOT