WILLIAMS SCOTSMAN OF CANADA, INC.Canadian Security Agreement • July 8th, 2005 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • Ontario
Amended and restated security agreement dated as of March 26, 2002, amended and restated as of August 18, 2003 and amended and restated as of June 28, 2005, made by Williams Scotsman of Canada, Inc. (the “Obligor”), a corporation incorporated and existing under the laws of the Province of Ontario, to and in favour of Bank of America, N.A. (“BofA”), as Collateral Agent for the benefit of the Secured Creditors (as defined herein).
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...Canadian Subsidiary Guarantee • July 8th, 2005 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • Ontario
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.
AMENDED AND RESTATED U.S. SECURITY AGREEMENT among WILLIAMS SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN SUBSIDIARIES and BANK OF AMERICA, N.A. as COLLATERAL AGENTSecurity Agreement • July 8th, 2005 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • New York
BOND PLEDGE AGREEMENTBond Pledge Agreement • July 8th, 2005 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec
WHEREAS Williams Scotsman of Canada, Inc. (the “Company”) has created and executed a Bond No. 1 dated June 27, 2005 (the “Bond”) in favour of the Collateral Agent (as defined below), payable on demand in the principal amount of one billion four hundred million dollars ($1,400,000,000) in lawful currency of Canada;
AMENDED AND RESTATED U.S. PLEDGE AGREEMENTPledge Agreement • July 8th, 2005 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • New York
AMENDED AND RESTATED U.S. PLEDGE AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”), dated as of March 26, 2002, amended and restated as of August 18, 2003, and amended and restated as of June 28, 2005 (such date hereinafter being referred to as the “Amendment and Restatement Effective Date”), made by each of the undersigned pledgors (each a “Pledgor” and, together with any other entity that becomes a pledgor hereunder pursuant to Section 25 hereof, the “Pledgors”) to BANK OF AMERICA, N.A., as collateral agent (together with any successor collateral agent, the “Pledgee”), for the benefit of the Secured Creditors (as defined below) and acknowledged and agreed to by U.S. BANK NATIONAL ASSOCIATION, as trustee (together with any successor trustee, the “Senior Secured Notes Trustee”) for the benefit of the holders from time to time of the Senior Secured Notes (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defin
AMENDED AND RESTATED CREDIT AGREEMENT among WILLIAMS SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., VARIOUS FINANCIAL INSTITUTIONS, BANK OF AMERICA, N.A., as Administrative Agent, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Syndication Agent,...Credit Agreement • July 8th, 2005 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • New York
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 ot
AMENDED AND RESTATED U.S. SUBSIDIARIES GUARANTYWilliams Scotsman International Inc • July 8th, 2005 • Services-equipment rental & leasing, nec • New York
AMENDED AND RESTATED U.S. SUBSIDIARIES GUARANTY, dated as of March 26, 2002 and amended and restated as of June 28, 2005 (as same may be further amended, amended and restated, modified or supplemented from time to time, this “Guaranty”), made by each Subsidiary of the Borrower whose name appears below (each such Subsidiary, a “Guarantor”, and, collectively, the “Guarantors”). Except as otherwise defined herein, terms used herein and defined in the Credit Agreement (as defined below) shall have their respective meanings as set forth therein.
Amendment No. 1 to Management Stockholders’ and Optionholders’ AgreementOptionholders’ Agreement • July 8th, 2005 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • Delaware
This Amendment No. 1 (this “Amendment”) to the Management Stockholders’ and Optionholders’ Agreement (the “Agreement”), is made as of July , 2005, among Williams Scotsman International, Inc. (f/k/a Scotsman Holdings, Inc.), a Delaware corporation (the “Company”), Cypress Merchant Banking Partners L.P., a Delaware limited partnership (“Cypress Onshore”), Cypress Offshore Partners L.P., a Cayman Islands limited partnership (“Cypress Offshore”), Scotsman Partners, L.P., a Texas limited partnership (“Scotsman Partners” and, together with Cypress Onshore and Cypress Offshore, the “Investor Group”), and the parties listed on the signature page hereto holding at least 51% of the aggregate Shares held by all Management Stockholders (each of the Company, the Investor Group, and the Management Stockholders as listed on the signature page hereto being a “Party” and, collectively, the “Parties”). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in th
