EXECUTION VERSION

079072-0013-11835-13941869

LOAN AGREEMENT

among

ALGECO SCOTSMAN PIK S.A.,

as Borrower,

ALGECO/SCOTSMAN HOLDING S.à R.L.,

as Parent and a Guarantor,

The Several Lenders from Time to Time Parties Hereto,and

WILMINGTON TRUST (LONDON) LIMITED

as Administrative Agent

Dated as of May 1, 2013

GOLDMAN SACHS INTERNATIONAL and MORGAN STANLEY SENIOR FUNDING, INC.,

as Joint Lead Arrangers

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TABLE OF CONTENTS

Page

SECTION 1. DEFINITIONS.................................................................................................................... 1

1.1. Defined Terms .................................................................................................................... 11.2. Other Interpretive Provisions............................................................................................ 40

SECTION 2. AMOUNT AND TERMS OF LOANS............................................................................. 41

2.1. Loans................................................................................................................................. 412.2. Procedure for Borrowing .................................................................................................. 412.3. Repayment of Loans ......................................................................................................... 412.4. Optional and Mandatory Prepayments.............................................................................. 412.5. Fees, etc. ........................................................................................................................... 432.6. Interest Rate; PIK Election ............................................................................................... 432.7. Pro Rata Treatment and Payments.................................................................................... 442.8. Taxes................................................................................................................................. 442.9. Change of Lending Office ................................................................................................ 462.10. Replacement of Lenders ................................................................................................... 462.11. Loan Notes........................................................................................................................ 47

SECTION 3. REPRESENTATIONS AND WARRANTIES................................................................. 47

3.1. No Change ........................................................................................................................ 473.2. Existence; Compliance with Law ..................................................................................... 473.3. Power; Authorization; Approvals; Enforceable Obligations ............................................ 473.4. No Legal Bar..................................................................................................................... 483.5. Litigation........................................................................................................................... 483.6. Taxes................................................................................................................................. 483.7. Federal Regulations .......................................................................................................... 483.8. Investment Company Act ................................................................................................. 483.9. Use of Proceeds ................................................................................................................ 483.10. True and Complete Disclosure.......................................................................................... 483.11. Properties .......................................................................................................................... 493.12. Insurance........................................................................................................................... 493.13. No Default......................................................................................................................... 493.14. Luxembourg Pledge Agreements...................................................................................... 493.15. Solvency Matters .............................................................................................................. 493.16. Certain Laws..................................................................................................................... 493.17. Labor Matters.................................................................................................................... 50

SECTION 4. CONDITIONS PRECEDENT.......................................................................................... 50

4.1. Conditions to Effective Date............................................................................................. 504.2. Conditions to Closing Date............................................................................................... 50

SECTION 5. AFFIRMATIVE COVENANTS ...................................................................................... 51

5.1. Reports and Other Information ......................................................................................... 51

ii079072-0013-11835-13941869

5.2. Conduct of Business and Maintenance of Existence ........................................................ 525.3. Inspection of Property; Books and Records; Discussions ................................................ 535.4. Compliance with Laws ..................................................................................................... 535.5. Taxes................................................................................................................................. 535.6. Further Assurances ........................................................................................................... 53

SECTION 6. Negative Covenants .......................................................................................................... 53

6.1. Limitation on Restricted Payments................................................................................... 536.2. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.................. 616.3. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and

Preferred Stock ................................................................................................................. 636.4. Asset Sales ........................................................................................................................ 696.5. Transactions with Affiliates.............................................................................................. 716.6. Liens ................................................................................................................................. 746.7. Corporate Existence.......................................................................................................... 756.8. [Intentionally Omitted] ..................................................................................................... 756.9. Additional Guarantees ...................................................................................................... 756.10. Merger, Consolidation or Sale of All or Substantially All Assets .................................... 756.11. Successor Corporation Substituted ................................................................................... 776.12. Passive Holding Company Status ..................................................................................... 77

SECTION 7. EVENTS OF DEFAULT.................................................................................................. 78

7.1. Events of Default .............................................................................................................. 787.2. Action in Event of Default................................................................................................ 80

SECTION 8. ADMINISTRATIVE AGENT.......................................................................................... 81

8.1. Appointment ..................................................................................................................... 818.2. Delegation of Duties ......................................................................................................... 818.3. Exculpatory Provisions ..................................................................................................... 818.4. Reliance by Agents ........................................................................................................... 828.5. Notice of Default .............................................................................................................. 838.6. Non-Reliance on Administrative Agent and Other Lenders ............................................. 838.7. Indemnification................................................................................................................. 848.8. Administrative Agent in its Individual Capacity .............................................................. 848.9. Successor Administrative Agent....................................................................................... 84

SECTION 9. MISCELLANEOUS ......................................................................................................... 85

9.1. Amendments and Waivers ................................................................................................ 859.2. Notices .............................................................................................................................. 869.3. No Waiver; Cumulative Remedies ................................................................................... 879.4. Survival of Representations and Warranties..................................................................... 879.5. Payment of Expenses and Taxes....................................................................................... 879.6. Successors and Assigns; Participations and Assignments ................................................ 889.7. Adjustments ...................................................................................................................... 919.8. Counterparts; Electronic Execution .................................................................................. 919.9. Severability ....................................................................................................................... 919.10. Integration......................................................................................................................... 91

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9.11. GOVERNING LAW ....................................................................................................... 919.12. Submission To Jurisdiction; Waivers ............................................................................... 929.13. Acknowledgements........................................................................................................... 929.14. Confidentiality .................................................................................................................. 929.15. WAIVERS OF JURY TRIAL........................................................................................ 939.16. USA PATRIOT Act.......................................................................................................... 939.17. Currencies ......................................................................................................................... 93

SECTION 10. GUARANTEE.................................................................................................................. 93

10.1. Guarantee. ......................................................................................................................... 9310.2. No Subrogation ................................................................................................................. 9410.3. Amendments, etc. with respect to the Obligations............................................................ 9410.4. Guarantee Absolute and Unconditional ............................................................................ 9410.5. Reinstatement.................................................................................................................... 9510.6. Luxembourg Guarantee Limitations ................................................................................. 95

iv079072-0013-11835-13941869

SCHEDULES:

1.1A Commitments

EXHIBITS:

A Form of Borrowing NoticeB Form of Cash Interest NoticeC Form of Assignment and AssumptionD Form of Loan Note

079072-0013-11835-13941869

LOAN AGREEMENT (this “Agreement”), dated as of May 1, 2013, among ALGECOSCOTSMAN PIK S.A., a société anonyme incorporated under the laws of the Grand Duchy ofLuxembourg, having its registered office at 20, rue Eugéne Ruppert, L-2453 Luxembourg and registeredwith the Luxembourg Registre du Commerce et des Sociétés with a number B176700 (the “Borrower”)(this and each other capitalized term used herein without definition having the meaning assigned to suchterm in Section 1.1), ALGECO/SCOTSMAN HOLDING S.à R.L., a société à responsabilité limitéeincorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 20, rueEugéne Ruppert, L-2453 Luxembourg and registered with the Luxembourg Registre due Commerce etdes Sociétés under number B 132.028 having a share capital of €225,898,514 (the “Parent”), eachGuarantor from time to time party hereto, the several banks, financial institutions, institutional investorsand other entities from time to time party to this Agreement as lenders or holders of the Loans (the“Lenders”), GOLDMAN SACHS INTERNATIONAL and MORGAN STANLEY SENIOR FUNDING,INC., as joint lead arrangers, and WILMINGTON TRUST (LONDON) LIMITED, as AdministrativeAgent.

The parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS

1.1. Defined Terms. As used in this Agreement (including the recitals hereof), theterms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“Acceptable Commitment”: as defined in Section 6.4(I)(b).

“Acquired Indebtedness”: with respect to any specified Person,

(1) Indebtedness of any other Person existing at the time such other Person is mergedor amalgamated with or into or became a Restricted Subsidiary of such specified Person,including Indebtedness incurred in connection with, or in contemplation of, such other Personmerging or amalgamating with or into or becoming a Restricted Subsidiary of such specifiedPerson, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by suchspecified Person.

“Acquisition”: as defined in the Offering Memorandum.

“Additional Amount”: as defined in Section 2.4(d).

“Additional Assets”: as defined in Section 6.4(I)(b)(3).

“Affiliate”: with respect to any specified Person, any other Person directly or indirectlyControlling or Controlled by or under direct or indirect common Control with such specified Person.

“Affiliate Transactions”: as defined in Section 6.5(a).

“Agreement”: as defined in the preamble hereto.

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“Applicable Premium”: with respect to any Loan (including PIK Loans) on anyPrepayment Date or on any date of payment prior to August 14, 2014 following accelerationpursuant to Section 7.2, the greater of:

(1) 1.0% of the principal amount of such Loan; and

(2) the excess, if any, of (a) the present value at such Prepayment Date of (i) theprepayment price of such Loan at August 14, 2014 (such prepayment price being set forth inSection 2.4(b)), plus (ii) all required interest payments due on such Loan through August 14,2014 (excluding accrued but unpaid interest to the Prepayment Date, and assuming that the rate ofinterest on the Loans for the period from the Prepayment Date through August 14, 2014 will bethe rate for Cash Interest), computed using a discount rate equal to the Treasury Rate as of suchPrepayment Date plus 50 basis points; over (b) the principal amount of such Loan.

Calculation of the Applicable Premium will be made by the Borrower or on behalf of theBorrower by such Person as the Borrower shall designate; provided that such calculation or thecorrectness thereof shall not be a duty or obligation of the Administrative Agent.

“Application Period”: the 395 days after the receipt of any Net Proceeds of any AssetSale.

“Approved Fund”: as defined in Section 9.6(b)(i).

“Asset Sale”:

(1) the sale, conveyance, transfer or other disposition, whether in a single transactionor a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of Parent or any of its Restricted Subsidiaries (each referred to in thisdefinition as a “disposition”); or

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary (other thannon-voting Preferred Stock of Restricted Subsidiaries issued in compliance with Section 6.3),whether in a single transaction or a series of related transactions;

in each case, other than:

(a) any disposition of obsolete or worn out equipment in the ordinary course ofbusiness or any disposition of inventory, rental fleet equipment or goods (or other assets) held forsale in the ordinary course of business;

(b) the disposition of all or substantially all of the assets of Parent in a mannerpermitted pursuant to the provisions described under Section 6.10 or any disposition thatconstitutes a Change of Control pursuant to this Agreement;

(c) the making of any Restricted Payment or Permitted Investment that is permittedto be made, and is made, under Section 6.1;

(d) any disposition of assets or issuance or sale of Equity Interests of any RestrictedSubsidiary in any transaction or series of related transactions with an aggregate fair market valueof less than €15,000,000;

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(e) any disposition of property or assets or issuance of securities by a RestrictedSubsidiary to Parent or by Parent or a Restricted Subsidiary to another Restricted Subsidiary;

(f) to the extent allowable under Section 1031 of the Code or any successorprovision, any exchange of like property (excluding any boot thereon) for use in a SimilarBusiness;

(g) the lease, assignment, sub-lease, license or sub-license of, or any transfer relatedto a “reverse build-to-suit” or similar transaction in respect of, any real or personal property in theordinary course of business;

(h) any issuance, sale or pledge of Equity Interests in, or Indebtedness or othersecurities of, an Unrestricted Subsidiary;

(i) foreclosures, Events of Loss or any similar action on assets or the granting ofLiens not prohibited by this Agreement;

(j) sales of accounts receivable, or participations therein, in connection with anyReceivables Facility;

(k) any financing transaction with respect to property built or acquired by Parent orany Restricted Subsidiary after the Effective Date, including Sale and Lease-Back Transactionsand asset securitizations permitted by this Agreement;

(l) any surrender or waiver of contractual rights or the settlement, release orsurrender of contractual rights or other litigation claims in the ordinary course of business;

(m) the sale or discount of inventory, accounts receivable or notes receivable in theordinary course of business or the conversion of accounts receivable to notes receivable;

(n) the licensing or sub-licensing of intellectual property or other general intangiblesin the ordinary course of business, other than the licensing of intellectual property on a long-termbasis;

(o) the unwinding of any Hedging Obligations;

(p) sales, transfers and other dispositions of Investments in joint ventures to theextent required by, or made pursuant to, customary buy/sell arrangements between the jointventure parties set forth in joint venture arrangements and similar binding arrangements;

(q) the lapse, cancellation or abandonment of intellectual property rights in theordinary course of business, which in the reasonable good faith determination of Parent are notmaterial to the conduct of the business of Parent and the Restricted Subsidiaries taken as a whole;

(r) the issuance of directors’ qualifying shares and shares issued to foreign nationalsas required by applicable law; and

(s) the sale or other disposition of cash, Cash Equivalents or Investment GradeSecurities.

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In the event that a transaction (or any portion thereof) meets the criteria of a permittedAsset Sale and would also be a permitted Restricted Payment or Permitted Investment, Parent, in its solediscretion, will be entitled to divide and classify such transaction (or a portion thereof) as an Asset Saleand/or one or more of the types of permitted Restricted Payments or Permitted Investments.

“Asset Sale Offer”: as defined in Section 6.4(I)(b)(2).

“Assignee”: as defined in Section 9.6(b).

“Assignment and Assumption”: an Assignment and Assumption, substantially in the formof Exhibit C.

“Attributable Debt”: means, in respect of a Sale and Lease-Back Transaction, as at thetime of determination, the present value (discounted at the interest rate equal to the rate of interest implicitin such transaction, determined in accordance with IFRS; provided that if such interest rate cannot bedetermined in accordance with IFRS, the present value shall be discounted at the interest rate borne by theLoans, compounded annually) of the total obligations of the lessee for rental payments during theremaining term of the lease included in such Sale and Lease-Back Transaction (including any period forwhich such lease has been extended)); provided, however, that if such Sale and Lease-Back Transactionresults in a Capitalized Lease Obligation, the amount of Indebtedness represented thereby will bedetermined in accordance with the definition of “Capitalized Lease Obligation.”

“Australian Non-Recourse Subsidiary”: any Australian Subsidiary of Parent (other than aSubsidiary Guarantor, if any) all of whose Indebtedness is Non-Recourse Debt.

“Bank Products”: any one or more of the following financial products oraccommodations: (1) credit cards, (2) credit card processing services, (3) debit cards, (4) stored valuecards, (5) purchase cards (including so-called “procurement cards” or “P-cards”), (6) cash management orrelated services including treasury, depository, return items, overdraft, controlled disbursement, merchantstore value cards, e-payables services, electronic funds transfer, interstate depository network, automaticclearing house transfer (including the Automated Clearing House processing of electronic funds transfersthrough the direct Federal Reserve Fedline system) and other cash management arrangements or (7)transactions under any “swap agreement” as that term is defined in Section 101(53B)(A) of theBankruptcy Code.

“Bankruptcy Code”: Title 11 of the United States Code, as amended.

“Bankruptcy Law”: the Bankruptcy Code and any similar federal, state, provincial orforeign law for the relief of debtors.

“Benefited Lender”: as defined in Section 9.7.

“Blocked Person”: any Person that is publicly identified on the most current list of“Specially Designated Nationals and Blocked Persons” published by the Office of Foreign Assets Controlof the U.S. Department of the Treasury.

“Board”: the Board of Governors of the Federal Reserve System of the United States (orany successor).

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“Board of Directors,” with respect to a Person, means the board of directors (or similarbody) of such Person or any committee thereof duly authorized to act on behalf of such board of directors(or similar body).

“Borrower”: as defined in the preamble hereto.

“Borrowing Base”: as of any date, an amount equal to:

(1) 75% of the aggregate book value of all accounts receivable owned by Parent andthe Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date forwhich internal financial statements are available; plus

(2) 65% of the net book value of rental fleet equipment and containers of Parent andthe Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date forwhich internal financial statements are available.

“Borrowing Notice”: a notice of borrowing of Loans, substantially in the form ofExhibit A.

“Business Day”: each day which is not a Legal Holiday.

“Capital Stock”:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests,participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership ormembership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive ashare of the profits and losses of, or distributions of assets of, the issuing Person;

but excluding from all of the foregoing any debt securities convertible into Capital Stock,whether or not such securities include any right of participation with Capital Stock.

“Capitalized Lease Obligation”: at the time any determination thereof is to be made, theamount of the liability in respect of a capital lease that would at such time be required to be capitalizedand reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with IFRS.

“Cash Equivalents”:

(1) (a) Dollars, Canadian dollars, Euro, or any national currency of any member stateof the European Union; or (b) any other foreign currency held by the Borrower and the RestrictedSubsidiaries in the ordinary course of business;

(2) securities issued or directly and fully guaranteed or insured by the United Statesor Canadian governments, a member state of the European Union or, in each case, any agency orinstrumentality thereof (provided that the full faith and credit of such country or such memberstate is pledged in support thereof), having maturities of not more than two years from the date ofacquisition;

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(3) certificates of deposit, time deposits, eurodollar time deposits, overnight bankdeposits or bankers’ acceptances having maturities of not more than one year from the date ofacquisition thereof issued by any lender or by any bank or trust company (a) whose commercialpaper is rated at least “A-2” or the equivalent thereof by S&P or at least “P-2” or the equivalentthereof by Moody’s (or if at the time neither is issuing comparable ratings, then a comparablerating of another Rating Agency) or (b) having combined capital and surplus in excess of€100.0 million (or the Dollar equivalent thereof);

(4) repurchase obligations for underlying securities of the types described in clauses(2) and (3) entered into with any bank or trust company meeting the qualifications specified inclause (3) above;

(5) commercial paper, marketable short-term money market and similar securitiesrated at the time of acquisition thereof at least “A-2” or the equivalent thereof by S&P or “P-2” orthe equivalent thereof by Moody’s or carrying an equivalent rating by a Rating Agency, if both ofthe two named rating agencies cease publishing ratings of investments or, if no rating is availablein respect of the commercial paper, the issuer of which has an equivalent rating in respect of itslong-term debt, and in any case maturing within one year after the date of acquisition thereof;

(6) readily marketable direct obligations issued by any foreign government or anypolitical subdivision thereof, in each case, having one of the two highest rating categoriesobtainable from either Moody’s or S&P (or, if at the time, neither is issuing comparable ratings,then a comparable rating of another Rating Agency) with maturities of not more than two yearsfrom the date of acquisition;

(7) Indebtedness or Preferred Stock issued by Persons with a rating of “A-” or higherfrom S&P or “A3” or higher from Moody’s (or, if at the time, neither is issuing comparableratings, then a comparable rating of another Rating Agency) with maturities of 12 months or lessfrom the date of acquisition;

(8) bills of exchange issued in the United States, Canada, a member state of theEuropean Union or Japan eligible for rediscount at the relevant central bank and accepted by abank (or any dematerialized equivalent);

(9) investment funds investing 95% of their assets in securities of the types describedin clauses (1) through (8) above; and

(10) Investments with average maturities of 12 months or less from the date ofacquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P orAaa3 (or the equivalent thereof) or better by Moody’s.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated incurrencies other than those set forth in clause (1) above, provided that such amounts are converted intoany currency listed in clause (1) as promptly as practicable and in any event within ten Business Daysfollowing the receipt of such amounts.

“Cash Interest”: the 15.00% interest rate per annum payable on the Loans to the extentinterest is paid in cash.

“Cash Interest Notice”: a notice to the Administrative Agent, substantially in the form ofExhibit B.

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“Change of Control”: the occurrence of any of the following:

(1) the sale, lease or transfer, in one or a series of related transactions, of all orsubstantially all of the assets of Parent and its Subsidiaries, taken as a whole, to any Person otherthan the Permitted Holders;

(2) Parent becomes aware of (by way of a report or any other filing pursuant toSection 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition byany Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the ExchangeAct, or any successor provision), including any group acting for the purpose of acquiring, holdingor disposing of securities (within the meaning of Rule 13d 5(b)(1) under the Exchange Act), otherthan the Permitted Holders, in a single transaction or in a related series of transactions, by way ofmerger, amalgamation, consolidation or other business combination or purchase of beneficialownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successorprovision), directly or indirectly, of 50% or more of the total voting power of the Voting Stock ofParent; or

(3) Pledgors cease to be the beneficial owners (within the meaning of Rule 13d-3under the Exchange Act, or any successor provision) and the owners of record of 100% of thetotal voting power of the Voting Stock (other than any directors’ qualifying shares and sharesissued to foreign nationals or other third parties to the extent required by applicable law) ofHoldings (except to the extent Holdings is merged with or into Parent in accordance with theterms of this Agreement), or

(4) Parent ceases to be the beneficial owner (within the meaning of Rule 13d-3 underthe Exchange Act, or any successor provision) and the owner of record of 97.01% of the totalvoting power of the Voting Stock (other than any directors’ qualifying shares and shares issued toforeign nationals or other third parties to the extent required by applicable law) of Holdings(except to the extent Holdings is merged with or into Parent in accordance with the terms of thisAgreement); or

(5) Parent ceases to be the beneficial owner (within the meaning of Rule 13d-3 underthe Exchange Act, or any successor provision) and the owner of record of 100% of the totalvoting power of the Voting Stock (other than any directors’ qualifying shares and shares issued toforeign nationals or other third parties to the extent required by applicable law) of the Borrower;

provided that, notwithstanding the foregoing, a Permitted Equity Transfer shall not bedeemed to result in the occurrence of a Change of Control.

“Closing Date”: the date notified to the Administrative Agent by the Borrower pursuantto Section 2.2, which shall be a Business Day after the Effective Date and on or prior to May 14, 2013.

“Code”: the U.S. Internal Revenue Code of 1986, as amended.

“Commitment”: as to any Lender, the obligation of such Lender, if any, to make a Loanto the Borrower in a principal amount not to exceed the amount set forth under the heading“Commitment” opposite such Lender’s name on Schedule 1.1A. The original aggregate amount of theCommitments is $400,000,000.

“Consolidated Depreciation and Amortization Expense”: with respect to any Person forany period, the total amount of depreciation and amortization expense of such Person and the Restricted

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Subsidiaries, including the amortization of deferred financing fees, for such period on a consolidated basisand otherwise determined in accordance with IFRS.

“Consolidated Interest Expense”: with respect to any Person for any period, withoutduplication, the sum of:

(1) consolidated interest expense of such Person and the Restricted Subsidiaries forsuch period, to the extent such expense was deducted (and not added back) in computingConsolidated Net Income (including (a) amortization of original issue discount or premiumresulting from the issuance of Indebtedness at less than or greater than par, as applicable, otherthan with respect to Indebtedness issued in connection with the Transactions, (b) all commissions,discounts and other fees and charges owed with respect to letters of credit or bankers acceptances,(c) non-cash interest payments (but excluding any noncash interest expense attributable to themovement in the mark to market valuation of Hedging Obligations or other derivativeinstruments pursuant to IFRS), (d) the interest component of Capitalized Lease Obligations, and(e) net payments, if any, pursuant to interest rate Hedging Obligations with respect toIndebtedness, and excluding (r) penalties and interest relating to taxes, (s) any “additionalinterest” relating to customary registration rights with respect to any securities, (t) non-cashinterest expense attributable to movement in mark-to-market valuation of Hedging Obligations orother derivatives (in each case permitted hereunder under IFRS), (u) interest expense attributableto a Parent Entity resulting from push-down accounting (v) accretion or accrual of discountedliabilities not constituting Indebtedness, (w) any expense resulting from the discounting ofIndebtedness in connection with the application of recapitalization or purchase accounting,(x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expensesand, with respect to Indebtedness issued in connection with the Transactions, original issuediscount, (y) any expensing of bridge, commitment and other financing fees and (z) commissions,discounts, yield and other fees and charges (including any interest expense) related to anyReceivables Facility); plus

(2) consolidated capitalized interest of such Person and the Restricted Subsidiariesfor such period, whether paid or accrued; less

(3) interest income of such Person and the Restricted Subsidiaries for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at aninterest rate reasonably determined by such Person to be the rate of interest implicit in such CapitalizedLease Obligation in accordance with IFRS.

“Consolidated Net Income”: with respect to any Person for any period, the aggregate of the NetIncome attributable to such Person and the Restricted Subsidiaries for such period, on a consolidatedbasis, and otherwise determined in accordance with IFRS; provided, however, that, without duplication,

(1) any after-tax effect of extraordinary, non-recurring or unusual gains, losses orcharges (including all fees and expenses relating thereto) or expenses (including the TransactionExpenses) shall be excluded,

(2) the cumulative effect of a change in accounting principles during such period andchanges as a result of the adoption or modification of accounting policies shall be excluded,

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(3) any after-tax effect of income (loss) from disposed, abandoned, transferred,closed or discontinued operations and any net after-tax gains or losses on disposal of disposed,abandoned, transferred, closed or discontinued operations or fixed assets shall be excluded,

(4) any after-tax effect of gains or losses (less all fees and expenses relating thereto)attributable to asset dispositions or abandonments or the sale or other disposition of any CapitalStock of any Person other than in the ordinary course of business, as determined in good faith byParent shall be excluded,

(5) the Net Income for such period (A) of any Person that is not a Subsidiary, or is anUnrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall beexcluded; provided that Consolidated Net Income of such Person shall be increased by theamount of dividends or distributions or other payments that are actually paid in cash (or to theextent converted into cash or Cash Equivalents) to the referent Person or a Restricted Subsidiarythereof in respect of such period, and (B) of any Australian Non-Recourse Subsidiary shall beexcluded to the extent that of any prohibition or restrictions on dividends or distributions bindingon such Australian Non-Recourse Subsidiary would prohibit such Australian Non-RecourseSubsidiary from paying a dividend or distribution in the amount of its Net Income,

(6) solely for the purpose of determining the amount available for RestrictedPayments under clause (iii)(A) of Section 6.1(a), the Net Income for such period of anyRestricted Subsidiary (other than any Guarantor or the Borrower) shall be excluded to the extentthe declaration or payment of dividends or similar distributions by that Restricted Subsidiary ofits Net Income is not at the date of determination permitted without any prior governmentalapproval (which has not been obtained) or, directly or indirectly, is otherwise restricted by theoperation of the terms of its charter or any agreement, instrument, judgment, decree, order,statute, rule or governmental regulation applicable to that Restricted Subsidiary or itsstockholders, unless such restriction with respect to the payment of dividends or similardistributions (x) has been legally waived or (y) is permitted by Section 6.2; provided thatConsolidated Net Income of such Person will be increased by the amount of dividends or otherdistributions or other payments actually paid in cash (or to the extent converted into cash) or CashEquivalents to such Person or a Restricted Subsidiary thereof in respect of such period, to theextent not already included therein,

(7) effects of adjustments (including the effects of such adjustments pushed down tosuch Person and its Restricted Subsidiaries) in the inventory, property and equipment, software,goodwill and other intangible assets and in process research and development, deferred revenueand debt line items in such Person’s consolidated financial statements pursuant to IFRS resultingfrom the application of purchase accounting in relation to the Transactions or any consummatedacquisition or the amortization or write-off of any amounts thereof, net of taxes, shall beexcluded,

(8) any after-tax effect of income (loss) from the early extinguishment ofIndebtedness or Hedging Obligations or other derivative instruments (including deferredfinancing costs written off and premiums paid) shall be excluded,

(9) any impairment charge, asset write-off or write-down, including impairmentcharges or asset write-offs or write-downs related to intangible assets, long-lived assets,investments in debt and equity securities or as a result of a change in the law or regulation, theamortization of intangibles, and the effects of adjustments to accruals and reserves during a priorperiod relating to any change in the methodology of calculating reserves for returns, rebates and

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other chargebacks (including government program rebates), in each case, pursuant to IFRS shallbe excluded,

(10) any (i) non-cash compensation charge or expense related to the grants of stockappreciation or similar rights, phantom equity stock options, restricted stock or other rights and(ii) income (loss) attributable to deferred compensation plans or trusts shall be excluded,

(11) any fees and expenses incurred during such period, or any amortization thereoffor such period, in connection with any acquisition, disposition, Investment, recapitalization,Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancingtransaction or amendment or modification of any debt instrument (in each case, including anysuch transaction consummated prior to the Start Date and any such transaction undertaken but notcompleted) and any charges or non-recurring merger costs incurred during such period incurredin connection with any such transaction,

(12) accruals and reserves that are established within 12 months after the Start Datethat are so required to be established as a result of the Acquisition as part of the Transactions inaccordance with IFRS or changes as a result of adoption or modification of accounting policiesshall be excluded,

(13) (i) any net gain or loss resulting in such period from currency transaction ortranslation gains or losses related to currency re-measurements and (ii) any income (or loss)related to currency gains or losses related to Indebtedness, intercompany balances and otherbalance sheet items and to Hedging Obligations shall be excluded,

(14) any deferred tax expense associated with tax deductions or net operating lossesarising as a result of the Transactions, or the release of any valuation allowance related to suchitem, shall be excluded, and

(15) any non-cash interest expense and non-cash interest income, in each case to theextent there is no associated scheduled cash disbursement or receipt, as the case may be, beforethe earlier of the maturity date of the Loans and the date on which the Loans cease to beoutstanding, shall be excluded.

In addition, to the extent not already accounted for in the Consolidated Net Income ofsuch Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing,Consolidated Net Income shall include (i) the amount of proceeds received during such period frombusiness interruption insurance in respect of insured claims for such period, (ii) the amount of proceeds asto which Parent has determined there is reasonable evidence it will be reimbursed by the insurer in respectof such period from business interruption insurance (with a deduction for any amounts so added back tothe extent denied by the applicable carrier in writing within 180 days or not so reimbursed within 365days) and (iii) reimbursements received of any expenses and charges that are covered by indemnificationor other reimbursement provisions in connection with any Permitted Investment or any sale, conveyance,transfer or other disposition of assets permitted hereunder.

Notwithstanding the foregoing, for the purpose of Section 6.1 only (other than clause(iii)(D) of Section 6.1(a)), there shall be excluded from Consolidated Net Income any income arisingfrom any sale or other disposition of Restricted Investments made by Parent and the RestrictedSubsidiaries, any repurchases and redemptions of Restricted Investments from Parent and the RestrictedSubsidiaries, any repayments of loans and advances which constitute Restricted Investments by Parent orany of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution

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or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase theamount of Restricted Payments permitted under clause (iii)(D) of Section 6.1(a).

“Consolidated Secured Debt Ratio” as of any date of determination means the ratio of(1) Consolidated Total Indebtedness of Parent and the Restricted Subsidiaries (other than HedgingObligations) that is secured by a Lien as of such date of determination to (2) Parent’s EBITDA for themost recently ended four full fiscal quarters for which internal financial statements are availableimmediately preceding the date on which such event for which such calculation is being made shall occur,in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as areappropriate and consistent with the pro forma adjustment provisions set forth in the definition of FixedCharge Coverage Ratio.

“Consolidated Total Indebtedness”: as at any date of determination, an amount equal tothe sum of (1) the aggregate amount of all outstanding Indebtedness of Parent and the RestrictedSubsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, obligations inrespect of Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similarinstruments and (2) the aggregate amount of all outstanding Disqualified Stock of Parent and all PreferredStock of the Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stockand Preferred Stock equal to the greater of their respective voluntary or involuntary liquidationpreferences and maximum fixed repurchase prices, in each case determined on a consolidated basis inaccordance with IFRS. For purposes hereof, the “maximum fixed repurchase price” of any DisqualifiedStock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordancewith the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or PreferredStock were purchased on any date on which Consolidated Total Indebtedness shall be required to bedetermined pursuant to this Agreement, and if such price is based upon, or measured by, the fair marketvalue of such Disqualified Stock or Preferred Stock, such fair market value shall be determinedreasonably and in good faith by the Board of Directors of Parent.

“Contingent Obligations”: with respect to any Person, any obligation of such Personguaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primaryobligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly,including, without limitation, any obligation of such Person, whether or not contingent,

(1) to purchase any such primary obligation or any property constituting direct orindirect security therefor,

(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor orotherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuringthe owner of any such primary obligation of the ability of the primary obligor to make payment ofsuch primary obligation against loss in respect thereof.

“Contractual Obligation”: as to any Person, any provision of any security issued by suchPerson or of any agreement, instrument or other undertaking to which such Person is a party or by whichit or any of its property is bound.

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“Control”: the possession, directly or indirectly, of the power to direct or cause thedirection of the management or policies of a Person, whether through the ability to exercise voting power,by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Facilities”: with respect to Parent or any of its Restricted Subsidiaries, one ormore debt facilities, including the Senior Credit Agreement, or other financing arrangements (including,without limitation, commercial paper facilities or indentures) providing for revolving credit loans, termloans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees,collateral documents, instruments and agreements executed in connection therewith, and anyamendments, supplements, modifications, extensions, renewals, restatements or refundings thereof andany indentures or credit facilities or commercial paper facilities that exchange, replace, refund, refinance,extend, renew, restate, amend, supplement or modify any part of the loans, notes, other credit facilities orcommitments thereunder, including any such exchanged, replacement, refunding, refinancing, extended,renewed, restated, amended, supplemented or modified facility or indenture that increases the amountpermitted to be borrowed thereunder or alters the maturity thereof (provided that such increase inborrowings is permitted under Section 6.3) or adds Restricted Subsidiaries as additional borrowers orguarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“Credit Party”: the Administrative Agent, any Lender or any other recipient of a paymentto be made by, on behalf of, or on account of any obligation of, any Loan Party under this Agreement orany other Loan Document.

“Default”: any of the events specified in Section 7.1, whether or not any requirement forthe giving of notice, the lapse of time, or both, has been satisfied.

“Designated Non-cash Consideration”: the fair market value of non-cash considerationreceived by Parent or a Restricted Subsidiary in connection with an Asset Sale that is so designated asDesignated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of suchvaluation, executed by the principal financial officer of Parent, less the amount of cash or CashEquivalents received in connection with a subsequent sale of or collection on such Designated Non-cashConsideration.

“Designated Preferred Stock”: Preferred Stock of Parent or any Parent Entity (in eachcase other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or anemployee stock ownership plan or trust established by Parent or any of its Subsidiaries) and is sodesignated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principalfinancial officer of Parent or the applicable Parent Entity, as the case may be, on the issuance date thereof,the cash proceeds of which are excluded from the calculation set forth in clause (iii) of Section 6.1(a).

“Disqualified Stock”: with respect to any Person, any Capital Stock of such Personwhich, by its terms, or by the terms of any security into which it is convertible or for which it is putable orexchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other thansolely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise,or is redeemable at the option of the holder thereof (other than solely as a result of a change of control orasset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity dateof the Loans or the date the Loans are no longer outstanding; provided, however, that if such CapitalStock is issued to any plan for the benefit of employees of Parent or its Subsidiaries or by any such planto such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may berequired to be repurchased by Parent or its Subsidiaries in order to satisfy applicable statutory orregulatory obligations, provided, further, that any Capital Stock held by any future, current or formeremployee, director, manager or consultant (or their respective trusts, estates, investment funds, investment

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vehicles or immediate family members) of Parent, any of its Subsidiaries or any Parent Entity in each caseupon the termination of employment or death of such person pursuant to any stockholders’ agreement,management equity plan, stock option plan or any other management or employee benefit plan oragreement shall not constitute Disqualified Stock solely because it may be required to be repurchased byParent or its Subsidiaries.

“Dollars” and “$”: dollars in lawful currency of the United States.

“EBITDA”: with respect to any Person for any period, the Consolidated Net Income ofsuch Person for such period,

(1) increased (without duplication) by:

(a) provision for taxes based on income or profits or capital, including,without limitation, foreign, U.S. federal, state, franchise, excise and similar taxes andforeign withholding taxes (including penalties and interest related to such taxes or arisingfrom tax examinations) of such Person and its Restricted Subsidiaries paid or accruedduring such period deducted (and not added back) in computing Consolidated NetIncome and any payments to any Parent Entity in respect of such taxes; plus

(b) Fixed Charges of such Person and its Restricted Subsidiaries for suchperiod (including (y) bank fees and (z) costs of surety bonds in connection with financingactivities, in each case, to the extent included in Fixed Charges), together with itemsexcluded from the definition of “Consolidated Interest Expense” pursuant to clauses 1(r)through 1(z) thereof, to the extent the same were deducted (and not added back) incalculating such Consolidated Net Income; plus

(c) Consolidated Depreciation and Amortization Expense of such Person andits Restricted Subsidiaries for such period to the extent the same were deducted (and notadded back) in computing Consolidated Net Income; plus

(d) any expenses or charges (other than depreciation or amortizationexpense) related to any Equity Offering, Permitted Investment, acquisition, disposition,recapitalization or the incurrence of Indebtedness permitted to be incurred by thisAgreement (including a refinancing thereof) (whether or not successful), and anyamendment or modification to the terms of any such transaction including (i) such fees,expenses or charges related to the Transactions and (ii) any amendment or othermodification of any such Indebtedness (including, without limitation, the Notes or theLoans), and, in each case, deducted (and not added back) in computing Consolidated NetIncome; plus

(e) the amount of any restructuring charge or reserve or non-recurringintegration costs deducted (and not added back) in such period in computingConsolidated Net Income, including any one time costs incurred in connection withacquisitions after the Start Date and costs related to the closure and/or consolidation offacilities, severance, relocation costs, integration and facilities opening costs, transitioncosts and other restructuring costs; plus

(f) any other non-cash charges, including any write offs or write downs,reducing Consolidated Net Income for such period (provided that if any such non-cashcharges represent an accrual or reserve for potential cash items in any future period, the

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cash payment in respect thereof in such future period shall be subtracted from EBITDAto such extent, and excluding amortization of a prepaid cash item that was paid in a priorperiod); plus

(g) the amount of any non-controlling interest expense consisting ofSubsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary of Parent deducted (and not added back) in such period in thecalculation of Consolidated Net Income, excluding cash distributions in respect thereof;plus

(h) the amount of management, monitoring, consulting and advisory fees(including termination fees) and related indemnities and expenses paid or accrued in suchperiod to the Investor to the extent otherwise permitted under Section 6.5 to the extentdeducted (and not added back) in such period in computing Consolidated Net Income;plus

(i) the amount of net cost savings and operating improvements or synergiesprojected by Parent in good faith to be realized within 12 months following the date ofdetermination as a result of specified actions initiated or to be taken (calculated on a proforma basis as though such cost savings had been realized on the first day of suchperiod), net of the amount of actual benefits realized during such period from suchactions; provided that (x) such net cost savings and operating improvements or synergiesare reasonably identifiable and quantifiable, (y) no cost savings shall be added pursuantto this clause (i) to the extent duplicative of any expenses or charges relating to such netcost savings and operating improvements or synergies that are included in clause(e) above, and (z) the aggregate amount of net cost savings and operating improvementsor synergies added pursuant to this clause (i) shall not exceed 10.0% of EBITDA for anyfour consecutive fiscal quarter period; provided further that the adjustments pursuant tothis clause (i) may be incremental to pro forma adjustments made pursuant to the secondparagraph of the definition of “Fixed Charge Coverage Ratio” plus

(j) the amount of loss or discount on sale of receivables and related assets tothe Receivables Subsidiary in connection with a Receivables Facility; plus

(k) any costs or expense incurred by Parent or a Restricted Subsidiarypursuant to any management equity plan or stock option plan or any other management oremployee benefit plan or agreement or any stock subscription or shareholder agreement,to the extent that such costs or expenses are funded with cash proceeds contributed to thecapital of Parent or net cash proceeds of an issuance of Equity Interests of Parent (otherthan Disqualified Stock and Designated Preferred Stock) solely to the extent that such netcash proceeds are excluded from the calculation set forth in clause (iii) of Section 6.1(a);plus

(l) the amount of expenses relating to payments made to option holders ofParent or any Parent Entity in connection with, or as a result of, any distribution beingmade to shareholders of such Person or its Parent Entity, which payments are being madeto compensate such option holders as though they were shareholders at the time of, andentitled to share in, such distribution, in each case to the extent permitted under thisAgreement, plus

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(m) costs associated with, or in anticipation of, or preparation for,compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules andregulations promulgated in connection therewith and Public Company Costs; plus

(n) costs of surety bonds incurred in such period in connection withfinancing activities; and

(2) decreased by (without duplication) non-cash gains increasing Consolidated NetIncome of such Person for such period, excluding any non-cash gains to the extent they representthe reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any priorperiod; provided that, to the extent non-cash gains are deducted pursuant to this clause (2) for anyprevious period and not otherwise added back to EBITDA, EBITDA shall be increased by theamount of any cash receipts (or any netting arrangements resulting in reduced cash expenses) inrespect of such non-cash gains received in subsequent periods to the extent not already includedtherein.

“Effective Date”: May 1, 2013.

“Eligible Assignee”: (a) any Lender, any Affiliate of a Lender and any Approved Fund(any two or more Approved Funds with respect to a particular Lender being treated as a single EligibleAssignee for all purposes hereof) and (b) any commercial bank, insurance company, financial institution,investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation Dunder the Securities Act) and which extends credit or buys commercial loans in the ordinary course;provided that neither the Borrower nor any of its Affiliates shall be an Eligible Assignee; provided,further that, any Person that is (x) engaged in a business which competes with any business in whichParent or any of its subsidiaries is engaged or (y) a private equity firm or an Affiliate thereof (other thanan Affiliate which is primarily engaged in, or advises funds or other investment vehicles that are engagedin, making, purchasing, holding or otherwise investing in commercial loans, bonds or similar extensionsof credit or securities in the ordinary course of business) (any such Person, a “Competitor”) shall not bean Eligible Assignee.

“Equity Interests”: Capital Stock and all warrants, options or other rights to acquireCapital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering”: any public or private sale of Equity Interests (other than options) ofParent or any Parent Entity, or any public offering of Equity Interests of any Restricted Subsidiary ofParent (excluding Disqualified Stock), other than:

(1) public offerings with respect to common stock registered on Form S-8;

(2) issuances to Parent or any Subsidiary of Parent;

(3) except for purposes of Section 2.4(e), any such public sale that constitutes anExcluded Contribution;

(4) a Permitted Equity Transfer;

(5) a sale or transfer to Parent in connection with the Reorganization Transactions;and

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(6) a sale or transfer to (a) a Person who is a shareholder of Parent as of the ClosingDate or (b) an Affiliate of any Person specified in the foregoing clause (a) other than a portfoliocompany of such Person.

“Euro” or “€”: the single currency of the Participating Member States.

“European Union”: the European Union as of January 1, 2004, including the countries ofAustria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, theNetherlands, Portugal, Spain, Sweden and the United Kingdom, but not including any country whichbecame or becomes a member of the European Union after January 1, 2004.

“Event of Default”: any of the events specified in Section 7.1, provided that anyrequirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Event of Loss” means, with respect to any property or asset (tangible or intangible, realor personal), any of the following:

(1) any loss, destruction or damage of such property or asset;

(2) any institution of any proceeding for the condemnation or seizure of suchproperty or asset or for the exercise of any right of eminent domain;

(3) any actual condemnation, seizure or taking by exercise of the power of eminentdomain or otherwise of such property or asset, or confiscation of such property or asset or therequisition of the use of such property or asset; or

(4) any settlement in lieu of clauses (2) or (3) above.

“Exchange Act”: U.S. Securities Exchange Act of 1934, as amended, and the rules andregulations of the SEC promulgated thereunder.

“Excluded Contribution”: net cash proceeds, marketable securities or Qualified Proceedsreceived by or contributed to Parent from:

(1) contributions to its common equity capital, and

(2) the sale (other than to a Subsidiary of Parent or to any management equity planor stock option plan or any other management or employee benefit plan or agreement of Parent orany of its Subsidiaries) of Capital Stock (other than Disqualified Stock and Designated PreferredStock) of Parent,

in each case designated as Excluded Contributions pursuant to an Officer’s Certificate executed by theprincipal financial officer of Parent on the date such capital contributions are made or the date suchEquity Interests are sold, as the case may be, which are excluded from the calculation set forth in thesecond clause (iii) of Section 6.1(a).

“Excluded Subsidiary”: (1) any Subsidiary of Parent that is prohibited by any applicablelaw, rule or regulation or contractual obligation existing at the time such Subsidiary becomes a RestrictedSubsidiary of Parent (and is not created in contemplation of or in connection with such Subsidiarybecoming a Restricted Subsidiary) from guaranteeing the Loans (and for so long as such restrictions are ineffect) or which would require governmental (including regulatory) consent, approval, license or

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authorization to provide a Guarantee unless such consent, approval, license or authorization has beenreceived (or is received after commercially reasonable efforts to obtain such consent, approval, license orauthorization, which efforts may be requested by the Administrative Agent), (2) any ImmaterialSubsidiary (provided that Parent shall not be permitted to exclude Immaterial Subsidiaries fromguaranteeing the Loans to the extent that (i) the aggregate amount of gross revenue for all ImmaterialSubsidiaries (other than Unrestricted Subsidiaries) excluded by this clause (2) exceeds 5.0% of theconsolidated gross revenues of Parent and the Restricted Subsidiaries for the most recent four fiscalquarter period ending prior to the date of determination for which internal financial statements areavailable or (ii) the aggregate amount of total assets for all Immaterial Subsidiaries (other thanUnrestricted Subsidiaries) excluded by this clause (2) exceeds 5.0% of the Total Assets as of the last dayof the most recent fiscal quarter ending prior to the date of determination for which internal financialstatements are available) and (3) each Receivables Subsidiary and each Unrestricted Subsidiary.

“Excluded Taxes”: any of the following Taxes imposed on or with respect to a CreditParty or required to be withheld or deducted from a payment to a Credit Party: (a) Taxes imposed on ormeasured by net income (however denominated), franchise Taxes (imposed in lieu of net income Taxes),and branch profits Taxes, in each case, (i) imposed as a result of such Credit Party being organized underthe laws of, or having its principal office or, in the case of any Lender, its applicable lending officelocated in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are OtherConnection Taxes, (b) in the case of a Foreign Lender (other than in the case of an assignee pursuant to arequest by any Borrower under Section 2.10), any Luxembourg withholding tax imposed on amountspayable to or for the account of such Lender with respect to an applicable interest in a Loan orCommitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in theLoan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.10)or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section2.8, amounts with respect to such Taxes were payable either to such Lender’s assignor immediatelybefore such Lender acquired the applicable interest in a Loan or Commitment or to such Lenderimmediately before it changed its lending office and (c) Taxes attributable to such Credit Party’s failure tocomply with Section 2.8(f).

“Facility”: the Commitments and the Loans made thereunder.

“fair market value”: with respect to any asset or liability, the fair market value of suchasset or liability as determined by Parent in good faith.

“FATCA”: Sections 1471 through 1474 of the Code, as of the date of this Agreement (orany amended or successor version that is substantively comparable and not materially more onerous tocomply with), any current or future regulations or official interpretations thereof and any agreementsentered into pursuant to Section 1471(b)(1) of the Code.

“Federal Funds Effective Rate”: for any day, the weighted average of the rates onovernight federal funds transactions with members of the Federal Reserve System arranged by federalfunds brokers (or, if such day is not a Business Day, for the next preceding Business Day), as publishedon the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not sopublished for any day that is a Business Day, the average of the quotations for the day of suchtransactions received by the Administrative Agent from three federal funds brokers of recognizedstanding selected by it.

“Fee Letter”: any letter or letters dated on or about the date of this agreement between theAdministrative Agent and the Borrower setting out the fees referred to in Section 2.5.

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“Fixed Charge Coverage Ratio”: with respect to any Person for any period, the ratio ofEBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the eventthat Parent or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes anyIndebtedness (other than Indebtedness incurred under any revolving credit facility unless suchIndebtedness has been permanently repaid and has not been replaced) or issues or redeems DisqualifiedStock or Preferred Stock subsequent to the commencement of the period for which the Fixed ChargeCoverage Ratio is being calculated but prior to or simultaneously with the event for which the calculationof the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), thenthe Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence,assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance orredemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of theapplicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions,dispositions, mergers, amalgamations, consolidations and disposed operations (as determined inaccordance with IFRS) that have been made by Parent or any of its Restricted Subsidiaries during thefour-quarter reference period or subsequent to such reference period and on or prior to or simultaneouslywith the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assumingthat all such Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (andthe change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) hadoccurred on the first day of the four-quarter reference period. If since the beginning of such period anyPerson that subsequently became a Restricted Subsidiary or was merged or amalgamated with or intoParent or any of its Restricted Subsidiaries since the beginning of such period shall have made anyInvestment, acquisition, disposition, merger, amalgamation, consolidation or disposed operation thatwould have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shallbe calculated giving pro forma effect thereto for such period as if such Investment, acquisition,disposition, merger, amalgamation, consolidation or disposed operation had occurred at the beginning ofthe applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction,the pro forma calculations shall be made in good faith by a responsible financial or accounting officer ofParent and shall, except as otherwise provided in this paragraph, be made in accordance with Article 11 ofRegulation S-X. In addition to pro forma adjustments made in accordance with Article 11 of RegulationS-X, pro forma calculations may also include net cost savings and operating improvements or synergiesfor such period resulting from any Asset Sale or other disposition or acquisition, Investment, merger,amalgamation, consolidation or discontinued operation (as determined in accordance with IFRS) forwhich pro forma effect is being given that (A) have been realized or (B) for which specified actions havebeen taken or are reasonably expected to be realizable within twelve months of the date of suchtransaction; provided that (x) such net cost savings, operating improvements or synergies are reasonablyidentifiable and quantifiable, (y) no cost savings, improvements or synergies shall be given pro formaeffect to the extent duplicative of any expenses or charges relating to such cost savings, improvements orsynergies that are added back pursuant to the definition of EBITDA and (z) such net cost savings,operating improvements or synergies given pro forma effect shall not include any net cost savings,operating improvements or synergies related to the combination of (X) the operations of any Person,property, business or asset acquired, including pursuant to the Transactions or pursuant to a transactionconsummated prior to the Start Date, and subsequently so disposed of and (Y) any UnrestrictedSubsidiary that is converted into a Restricted Subsidiary with the operations of Parent or any RestrictedSubsidiary. Such pro forma adjustments may be in addition to (but not duplicative of) addbacks toEBITDA pursuant to clause (i) of the definition thereof. If any Indebtedness bears a floating rate ofinterest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if therate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the

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entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on aCapitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by aresponsible financial or accounting officer of Parent to be the rate of interest implicit in such CapitalizedLease Obligation in accordance with IFRS. For purposes of making the computation referred to above,interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall becomputed based upon the average daily balance of such Indebtedness during the applicable period exceptas set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally bedetermined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbankoffered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none,then based upon such optional rate chosen as Parent may designate.

“Fixed Charges”: with respect to any Person for any period, the sum of:

(1) Consolidated Interest Expense of such Person for such period;

(2) all cash dividends or other distributions paid (excluding items eliminated inconsolidation) on any series of Preferred Stock (including any Designated Preferred Stock) ofsuch Person during such period; and

(3) all cash dividends or other distributions paid (excluding items eliminated inconsolidation) on any series of Disqualified Stock during such period.

“Foreign Lender”: each Lender that is resident or organized under the laws of ajurisdiction other than that in which the Borrower is resident for tax purposes

“Governmental Approval”: any consent, authorization, approval, order, license, franchise,permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by orin respect of, any Governmental Authority.

“Governmental Authority”: any nation or government, any state, province or otherpolitical subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bankor other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions ofor pertaining to government, any securities exchange and any self-regulatory organization (including theNational Association of Insurance Commissioners).

“Group Members”: collectively, the Parent and its Restricted Subsidiaries.

“Guarantee”: the guarantee by the Guarantors of the Obligations pursuant to Section 10.

“guarantee”: a guarantee (other than by endorsement of negotiable instruments forcollection in the ordinary course of business), direct or indirect, in any manner (including letters of creditand reimbursement agreements in respect thereof), of all or any part of any Indebtedness or otherobligations.

“Guarantor”: Parent and each Subsidiary Guarantor.

“Hedging Obligations”: with respect to any Person, the obligations of such Person underany interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodityswap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract,currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate,currency or commodity risks either generally or under specific contingencies.

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“holder”: with reference to any Indebtedness or other obligations, any holder or lender of,or trustee or collateral agent or other authorized representative with respect to, such Indebtedness orobligations, and, in the case of Hedging Obligations, any counter-party to such Hedging Obligations.

“Holdings”: Algeco Scotsman Global S.à r.l. (formerly known as Ristretto Group S.àr.l.), a société à responsibilité limitée organized under the laws of the Grand Duchy of Luxembourg,having its registered office at 20, rue Eugène Ruppert, L-2453 Luxembourg and registered with theLuxembourg Register of Commerce and Companies under number B 129.540.

“IFRS”: the International Financial Reporting Standards, as issued by the InternationalAccounting Standards Board, as in effect on the Start Date.

“Immaterial Subsidiary”: at any date of determination, any Restricted Subsidiary (1)whose total assets (when combined with the assets of such Restricted Subsidiary’s RestrictedSubsidiaries, after eliminating intercompany obligations) at the last day of the most recent fiscal quarterending prior to the date of determination for which internal financial statements are available were lessthan 2.5% of the Total Assets at such date and (2) whose gross revenues (when combined with therevenues of such Restricted Subsidiary’s Restricted Subsidiaries, after eliminating intercompanyobligations) for the most recent four fiscal quarter period ending prior to the date of determination forwhich internal financial statements are available were less than 2.5% of the consolidated gross revenuesof Parent and the Restricted Subsidiaries for such period, in each case determined in accordance withIFRS.

“Indebtedness”: with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether ornot contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments orreimbursement obligations in respect of letters of credit or bankers’ acceptances (or,without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of anyproperty (including Capitalized Lease Obligations), except (i) any such balance thatconstitutes a trade payable or similar obligation to a trade creditor, in each case accruedin the ordinary course of business and (ii) any earn-out obligations until, after 30 days ofbecoming due and payable, has not been paid and such obligation becomes a liability onthe balance sheet of such Person in accordance with IFRS;

(d) representing any Hedging Obligations; or

(e) obligations under a Receivables Facility;

if and to the extent that any of the foregoing Indebtedness in clauses (a) through (d) (other thanletters of credit and Hedging Obligations) would appear as a liability upon a balance sheet(excluding the footnotes thereto) of such Person prepared in accordance with IFRS; provided thatIndebtedness of any Parent Entity appearing upon the balance sheet of Parent solely by reason ofpush-down accounting under IFRS shall be excluded;

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(2) all Attributable Debt in respect of Sale and Lease-Back Transactions entered intoby such Person;

(3) to the extent not otherwise included, any obligation by such Person to be liablefor, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to inclause (1) of a third Person (whether or not such items would appear upon the balance sheet of thesuch obligor or guarantor), other than by endorsement of negotiable instruments for collection inthe ordinary course of business; and

(4) to the extent not otherwise included, the obligations of the type referred to inclauses (1) and (2) of a third Person secured by a Lien on any asset owned by such first Person,whether or not such Indebtedness is assumed by such first Person;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include(a) Contingent Obligations incurred in the ordinary course of business; (b) asset retirement obligationsand obligations in respect of reclamation and workers’ compensation (including pensions and retireemedical care) that are not overdue by more than 90 days and (c) convertible preferred equity certificates(“CPECs”) of Parent outstanding on the Effective Date; provided such CPECs are extinguished inconnection with the Transactions.

“Indemnified Taxes”: (a) Taxes, other than Excluded Taxes, imposed on or with respectto any payment made by or on account of any obligation of any Loan Party under any Loan Documentand (b) to the extent not otherwise described in clause (a) above, Other Taxes.

“Indenture”: the Indentures, dated as of October 11, 2012, among Algeco ScotsmanGlobal Finance Plc, a public limited company organized under the laws of England and Wales, as issuer,the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee, relating to the Notes,as amended, supplemented or otherwise modified from time to time.

“Independent Financial Advisor”: an accounting, appraisal, investment banking firm orconsultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the goodfaith judgment of Parent, qualified to perform the task for which it has been engaged and which is not anAffiliate of Parent.

“Interest Payment Date”: (a) the last Business Day of each June and December to occurwhile the Loans are outstanding and the Maturity Date and (b) the date of any repayment or prepaymentthereof.

“Interest Period”: the period beginning on the Closing Date and ending June 30, 2013 andthereafter, each period commencing on July 1 or January 1 and ending on the next following December31 or June 30, as the case may be.

“Investment Grade Rating”: (1) a rating equal to or higher than Baa3 (or the equivalent)by Moody’s and BBB- (or the equivalent) by S&P or (2) a rating equal to or higher than Baa3 (or theequivalent) by Moody’s or BBB- (or the equivalent) by S&P and an equivalent rating by any other RatingAgency.

“Investment Grade Securities”:

(1) securities issued or directly and fully guaranteed or insured by the U.S.government or any agency or instrumentality thereof (other than Cash Equivalents),

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(2) debt securities or debt instruments with an Investment Grade Rating, butexcluding any debt securities or instruments constituting loans or advances among the Parent andits Subsidiaries, or

(3)` investments in any fund that invests exclusively in investments of the typedescribed in clauses (1) and (2) which fund may also hold immaterial amounts of cash pendinginvestment or distribution.

“Investments”: with respect to any Person, all investments, direct or indirect, by suchPerson in other Persons (including Affiliates) in the form of loans (including guarantees), advances orcapital contributions (excluding accounts receivable, trade credit, advances to customers, andcommission, travel and similar advances to officers and employees, in each case made in the ordinarycourse of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests orother securities issued by any other Person and investments that are required by IFRS to be classified onthe balance sheet (excluding the footnotes) of Parent in the same manner as the other investmentsincluded in this definition to the extent such transactions involve the transfer of cash or other property.For purposes of the definition of “Unrestricted Subsidiary” and Section 6.1:

(1) “Investments” shall include the portion (proportionate to Parent’s equity interestin such Subsidiary) of the fair market value of the net assets of a Subsidiary of Parent at the timethat such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon aredesignation of such Subsidiary as a Restricted Subsidiary, Parent shall be deemed to continue tohave a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) Parent’s “Investment” in such Subsidiary at the time of suchredesignation; less

(b) the portion (proportionate to Parent’s equity interest in such Subsidiary)of the fair market value of the net assets of such Subsidiary at the time of suchredesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued atits fair market value at the time of such transfer, in each case as determined in good faith by theBoard of Directors of Parent.

The amount of any Investment outstanding at any time shall be the original cost of suchInvestment, reduced by any dividend, distribution, return of capital or repayment received in cash byParent or a Restricted Subsidiary in respect of such Investment.

“Investor”: TDR Capital LLP and any funds, partnerships or other investment vehiclesmanaged or directly or indirectly controlled by any of them, but not including, however, any portfoliocompanies of any of the foregoing.

“Investor Agreements”: one or more management agreements dated on or about the StartDate among certain Affiliates of the Investor and certain Affiliates of the Borrower, pursuant to which theInvestor will provide certain advisory services to Parent.

“Legal Holiday”: a Saturday, a Sunday or a day on which commercial bankinginstitutions are not required to be open in the State of New York, Luxembourg or London, UnitedKingdom.

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“Lenders”: as defined in the preamble hereto.

“Lien”: with respect to any asset, any mortgage, lien (statutory or otherwise), pledge,hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect ofsuch asset, whether or not filed, recorded, registered, published or otherwise perfected under applicablelaw, including any conditional sale or other title retention agreement, any lease in the nature thereof, anyoption or other agreement to sell or give a security interest in and any filing of or agreement to give anyfinancing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction toevidence any of the foregoing; provided that in no event shall an operating lease be deemed to constitute aLien.

“Limited Guarantee”: a Guarantee by a Person the amount of which is limited in order tocomply with applicable requirements of law in the jurisdiction of organization of the applicable Personwith respect to the enforceability of such Guarantee.

“Limited Guarantors”: each Guarantor (other than Parent) organized in France, Germanyor Luxembourg, or any political subdivision of any of the foregoing, and each Guarantor organized in anyother jurisdiction (excluding Australia, Canada, the United Kingdom, New Zealand, the United States,and any political subdivision thereof), the Guarantee of which has been limited pursuant to Section 6.9.

“Loan”: any loan made or maintained by any Lender pursuant to this Agreement(including any PIK Loan); collectively as to all Lenders, the “Loans”.

“Loan Documents”: this Agreement, the Luxembourg Pledge Agreements and any LoanNotes.

“Loan Note”: a promissory note substantially in the form of Exhibit D, as it may beamended, supplemented or otherwise modified from time to time.

“Loan Parties”: the collective reference to the Borrower, the Pledgors and the Guarantors.

“Loan Percentage”: with respect to any Lender at any time, the ratio (expressed as apercentage) of such Lender’s Loans at such time to the Loans of all Lenders at such time.

“Luxembourg Pledge Agreements”: the collective reference to the Luxembourg SharePledge Agreements and the Luxembourg Receivables Pledge Agreement.

“Luxembourg Share Pledge Agreements”: (a) the pledge agreement made by Parent,Algeco/Scotsman Management SCA and Algeco Scotsman Group S.à r.l. (collectively, the “Pledgors”)over 100% of the Capital Stock of Holdings in favor of the Administrative Agent, in form and substancereasonably satisfactory to the Lenders on the Closing Date and (b) the pledge agreement made by Parentover 100% of the Capital Stock of the Borrower in favor of the Administrative Agent, in form andsubstance reasonably satisfactory to the Lenders on the Closing Date.

“Luxembourg Receivables Pledge Agreement”: a receivables pledge agreement made bythe Borrower over the Proceeds Loans in favor of the Administrative Agent, in form and substancereasonably satisfactory to the Lenders on the Closing Date.

“Material Adverse Effect”: a material adverse effect on (a) the business, assets,operations or financial condition of the Group Members taken as a whole, (b) the ability of the Borrower

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or Parent to perform its payment obligations under the Loan Documents or (c) the rights and remedies orthe Administrative Agent or any Lender under the Loan Documents.

“Maturity Date”: the fifth anniversary of the Closing Date.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agencybusiness.

“Net Cash Proceeds”: with respect to any Equity Offiering, the cash proceeds thereof, netof all Taxes and customary fees, commissions, costs and other expenses incurred in connection therewith.

“Net Income”: with respect to any Person, the net income (loss) attributable to suchPerson, determined in accordance with IFRS and before any reduction in respect of Preferred Stockdividends.

“Net Proceeds”: the aggregate cash proceeds received by Parent or any of its RestrictedSubsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition ofany Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to suchAsset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal,accounting and investment banking fees, and brokerage and sales commissions, any relocation expensesincurred as a result thereof, taxes paid or payable as a result thereof (after taking into account anyavailable tax credits or deductions and any tax sharing arrangements), amounts paid in connection withthe termination of hedging agreements governing Hedging Obligations related to Indebtedness repaidwith Net Proceeds, amounts required to be applied to the repayment of principal, premium, if any, andinterest on Senior Indebtedness that is required (other than required by clause (1) of Section 6.4(I)(b)) tobe paid as a result of such transaction and is secured by a Lien on the assets subject to the Asset Sale, andany deduction of appropriate amounts to be provided by Parent or any of its Restricted Subsidiaries as areserve in accordance with IFRS against any liabilities associated with the asset disposed of in suchtransaction and retained by Parent or any of its Restricted Subsidiaries after such sale or other dispositionthereof, including pension and other post-employment benefit liabilities and liabilities related toenvironmental matters or against any indemnification obligations associated with such transaction.

“Non-Recourse Debt”: Indebtedness (a) as to which neither Parent nor any of theRestricted Subsidiaries (i) provides credit support of any kind (including any undertaking, agreement orinstrument that would constitute Indebtedness) other than a non-recourse pledge of the equity interests ofany Unrestricted Subsidiary, (ii) is directly or indirectly liable (as a guarantor or otherwise) other than byvirtue of a pledge of the equity interests of any Unrestricted Subsidiary, or (iii) constitutes the lender;(b) no default with respect to which (including any rights that the holders thereof may have to takeenforcement action against any Unrestricted Subsidiary) would permit (upon notice, lapse of time or both)any holder of any other Indebtedness (other than the Loans) of Parent or any of its Restricted Subsidiariesto declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payableprior to its stated maturity; and (c) as to which the lenders thereunder will not have any recourse to thestock or assets of Parent or any of its Restricted Subsidiaries (other than the equity interests of anyUnrestricted Subsidiary).

“Notes”: the Secured Notes and the Unsecured Notes.

“Obligations”: the unpaid principal of and interest on (including interest accruing afterthe commencement of any insolvency, reorganization or like proceeding, relating to the Borrowerwhether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans,and all other payment obligations of the Borrower to the Administrative Agent, any Lender or any other

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Credit Party, which arise under this Agreement and any other Loan Document whether on account ofprincipal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise.

“Offering Memorandum”: the final offering memorandum, dated October 2, 2012,relating to the offering of the Notes.

“Officer”: the Chairman of the Board of Directors, the Chief Executive Officer, the ChiefFinancial Officer, the President, any Executive Vice President, Senior Vice President or Vice President,the Treasurer, the Controller, Director or the Secretary of Parent or any other Person, as the case may be.

“Officer’s Certificate”: a certificate signed on behalf of Parent by an Officer of Parent oron behalf of any other Person, as the case may be, who must be the principal executive officer, theprincipal financial officer, the treasurer or the principal accounting officer of Parent or such other Personthat meets the requirements set forth in this Agreement and delivered to the Administrative Agent.

“Other Connection Taxes”: with respect to any Credit Party, Taxes imposed as a result ofa present or former connection between such Credit Party and the jurisdiction imposing such Tax (otherthan connections arising from such Credit Party having executed, delivered, become a party to, performedits obligations under, received payments under, received or perfected a security interest under, engaged inany other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in anyLoan or Loan Document).

“Other Pari Passu Indebtedness”: any Indebtedness of any Guarantor (other than Parent)that ranks equally in right of payment with the Guarantee of the Loans by such Guarantor.

“Other Taxes”: any and all present or future stamp or documentary Taxes or any otherexcise or property Taxes, charges or similar levies arising from any payment made hereunder or from theexecution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other LoanDocument,it being understood that stamp duties (droit d’entregistrements) arising from the voluntaryregistration, which is not necessary for the maintaining, enforcement or protection of the rights of aLender, of any Loan Document with the Luxembourg Administration de L’Enregistrement et desDomaines are not qualified as Other Taxes for the purpose of this definition.

“Parent”: as defined in the preamble hereto.

“Parent Entity”: any Person that is a direct or indirect parent of Parent.

“Participant”: as defined in Section 9.6(c).

“Participant Register”: as defined in Section 9.6(c).

“Participating Member State”: any member state of the European Union that has the Euroas its lawful currency in accordance with legislation of the European Union relating to Economic andMonetary Union.

“PATRIOT Act”: the Uniting and Strengthening America by Providing AppropriateTools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, Title III of Pub.L. 107-56.

“Permitted Asset Swap”: the concurrent purchase and sale or exchange of RelatedBusiness Assets or a combination of Related Business Assets and cash or Cash Equivalents between

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Parent or any of its Restricted Subsidiaries and another Person; provided that any cash or CashEquivalents received must be applied in accordance with Section 6.4.

“Permitted Equity Transfer”: a sale of Equity Interests of Parent by Parent or ashareholder thereof that, collectively with all other sales of Equity Interests on or after the Effective Date(excluding any sales made in connection with the Transactions), constitute less than 12.75% of theoutstanding Equity Interests of Parent as of the Effective Date (after giving effect to the Transactions).

“Permitted Holders”: the Investors and members of management of Parent (or any ParentEntity) who are holders of Equity Interests of Parent (or any Parent Entity) on the Effective Date and anygroup (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successorprovision) of which any of the foregoing are members; provided that, in the case of such group andwithout giving effect to the existence of such group or any other group, such Investors and members ofmanagement, collectively, have beneficial ownership of more than 50% of the total voting power of theVoting Stock of Parent or any Parent Entity.

“Permitted Investments”:

(1) any Investment in Parent or any of its Restricted Subsidiaries;

(2) any Investment in cash or Cash Equivalents;

(3) any Investment by Parent or any of its Restricted Subsidiaries in a Person that isengaged in a Similar Business if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, ismerged, amalgamated or consolidated with or into, or transfers or conveys substantiallyall of its assets to, or is liquidated into, Parent or a Restricted Subsidiary,

and, in each case, any Investment held by such Person; provided that such Investmentwas not acquired by such Person in contemplation of such acquisition, merger, amalgamation,consolidation or transfer;

(4) any Investment in securities or other assets not constituting cash or CashEquivalents and received in connection with an Asset Sale made pursuant to the provisions ofSection 6.4 or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the Start Date or made pursuant to bindingcommitments in effect on the Start Date, or an Investment consisting of any extension,modification or renewal of any such Investment existing on the Start Date or binding commitmentin effect on the Start Date; provided that the amount of any such Investment may be increased insuch extension, modification or renewal only (a) as required by the terms of such Investment orbinding commitment as in existence on the Start Date (including as a result of the accrual oraccretion of interest or original issue discount or the issuance of pay-in-kind securities) or (b) asotherwise permitted under this Agreement;

(6) any Investment acquired by Parent or any of its Restricted Subsidiaries:

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(a) in exchange for any other Investment or accounts receivable held byParent or any such Restricted Subsidiary in connection with or as a result of abankruptcy, workout, reorganization or recapitalization of the issuer of such otherInvestment or accounts receivable;

(b) in satisfaction of judgments against other Persons; or

(c) as a result of a foreclosure by Parent or any of its Restricted Subsidiaries withrespect to any secured Investment or other transfer of title with respect to any securedInvestment in default;

(7) Hedging Obligations permitted under clause (x) of Section 6.3(b);

(8) any Investment in a Similar Business having an aggregate fair market value,taken together with all other Investments made pursuant to this clause (8) that are at that timeoutstanding, not to exceed the greater of (x) €50,000,000 and (y) 1.5% of Total Assets at the timeof such Investment (with the fair market value of each Investment being measured at the timemade and without giving effect to subsequent changes in value); provided, however, that if anyInvestment pursuant to this clause (8) is made in any Person that is not a Restricted Subsidiary ofthe Borrower at the date of the making of such Investment and such Person becomes a RestrictedSubsidiary after such date, such Investment shall thereafter be deemed to have been madepursuant to clause (1) above and shall cease to have been made pursuant to this clause (8) for solong as such Person continues to be a Restricted Subsidiary;

(9) Investments the payment for which consists of Equity Interests (exclusive ofDisqualified Stock) of Parent or any Parent Entity; provided, however, that such Equity Interestswill not increase the amount available for Restricted Payments under clause (iii) of Section6.1(a);

(10) guarantees of Indebtedness permitted under Section 6.3;

(11) any transaction to the extent it constitutes an Investment that is permitted andmade in accordance with the provisions of Section 6.5(b) (except transactions described inclauses (ii), (vi), (viii), (x) and (xvii) of Section 6.5(b));

(12) Investments consisting of purchases and acquisitions of inventory, supplies,material or equipment or the licensing or contribution of intellectual property pursuant to jointmarketing arrangements with other Persons;

(13) additional Investments having an aggregate fair market value, taken together withall other Investments made pursuant to this clause (13) that are at that time outstanding (withoutgiving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale donot consist of cash or marketable securities), not to exceed the greater of (x) €100,000,000 and(y) 3.0% of Total Assets at the time of such Investment (with the fair market value of eachInvestment being measured at the time made and without giving effect to subsequent changes invalue); provided, however, that if any Investment pursuant to this clause (13) is made in anyPerson that is not a Restricted Subsidiary of the Borrower at the date of the making of suchInvestment and such Person becomes a Restricted Subsidiary after such date, such Investmentshall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to havebeen made pursuant to this clause (13) for so long as such Person continues to be a RestrictedSubsidiary;

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(14) Investments relating to a Receivables Subsidiary that, in the good faithdetermination of Parent, are necessary or advisable to effect any Receivables Facility or anycustomary repurchase obligation in connection therewith;

(15) advances to, or guarantees of Indebtedness of, employees not in excess of$7,500,000 outstanding at any one time, in the aggregate;

(16) loans and advances to officers, directors and employees for business relatedtravel expenses, moving expenses and other similar expenses or payroll advances, in each caseincurred in the ordinary course of business or consistent with past practices or to fund suchPerson’s purchase of Equity Interests of Parent or any Parent Entity;

(17) advances, loans or extensions of trade credit in the ordinary course of business byParent or any of its Restricted Subsidiaries;

(18) Investments consisting of purchases and acquisitions of assets or services in theordinary course of business; and

(19) Investments in the ordinary course of business consisting of Article 3endorsements for collection or deposit and Article 4 customary trade arrangements withcustomers consistent with past practices.

Notwithstanding the foregoing, neither Parent nor any of its Restricted Subsidiaries shallmake any Permitted Investment in any Parent Entity or any Affiliate of a Parent Entity other than(i) an Investment in a Subsidiary of Parent and (ii) an Investment in the form of accountsreceivable by Holdings or any of its Subsidiaries in a portfolio company of the Sponsor in theordinary course of business.

“Permitted Liens”: with respect to any Person:

(1) pledges, deposits or security by such Person under workmen’s compensationlaws, unemployment insurance, employers’ health tax, and other social security laws or similarlegislation or other insurance related obligations (including, but not limited to, in respect ofdeductibles, self insured retention amounts and premiums and adjustments thereto) orindemnification obligations of (including obligations in respect of letters of credit or bankguarantees for the benefit of) insurance carriers providing property, casualty or liability insurance,or good faith deposits in connection with bids, tenders, contracts (other than for the payment ofIndebtedness) or leases to which such Person is a party, or deposits to secure public or statutoryobligations of such Person or deposits of cash or U.S. government bonds to secure surety, stay,customs or appeal bonds to which such Person is a party, or deposits as security for the paymentof rent, performance and return-of-money bonds and other similar obligations (including letters ofcredit issued in lieu of any such bonds or to support the issuance thereof and including those tosecure health, safety and environmental obligations), in each case incurred in the ordinary courseof business;

(2) Liens imposed by law or regulation, such as landlords’, carriers’,warehousemen’s and mechanics’, materialmen’s and repairmen’s Liens, contractors’, supplier ofmaterials, architects’, and other like Liens, in each case for sums not yet overdue for a period ofmore than 30 days or that are being contested in good faith by appropriate proceedings or otherLiens arising out of judgments or awards against such Person with respect to which such Person

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shall then be proceeding with an appeal or other proceedings for review if adequate reserves withrespect thereto are maintained on the books of such Person in accordance with IFRS;

(3) Liens for Taxes not yet overdue for a period of more than 30 days or not yetpayable or subject to penalties for nonpayment or which are being contested in good faith byappropriate proceedings diligently conducted, if adequate reserves with respect thereto aremaintained on the books of such Person in accordance with IFRS, or for property Taxes onproperty Parent or one of its Subsidiaries has determined to abandon if the sole recourse for suchTax is to such property;

(4) Liens in favor of the issuers of performance, surety, bid, indemnity, warranty,release, appeal or similar bonds or with respect to other regulatory requirements or letters ofcredit or bankers’ acceptances and completion guarantees, in each case issued pursuant to therequest of and for the account of such Person in the ordinary course of its business;

(5) minor survey exceptions, minor encumbrances, easements or reservations of, orrights of others for, licenses, rights-of-way, servitudes, drains, sewers, electric lines, telegraphand telephone and cable television lines and other similar purposes, or zoning, building codes orother restrictions (including minor defects and irregularities in title and similar encumbrances) asto the use of real properties or Liens incidental to the conduct of the business of such Person or tothe ownership of its properties which were not incurred in connection with Indebtedness andwhich do not in the aggregate materially impair their use in the operation of the business of suchPerson;

(6) Liens securing Indebtedness permitted to be incurred pursuant to clause (iv) or(xii)(b) of Section 6.3(b); provided that (a) Liens securing Indebtedness permitted to be incurredpursuant to such clause (iv) extend only to the assets purchased with the proceeds of suchIndebtedness and the proceeds and products thereof;

(7) Liens existing on the Effective Date or pursuant to agreements in existence onthe Effective Date (other than Liens securing obligations in respect of the Senior CreditAgreement or the Notes and the Guarantees);

(8) Liens on property or shares of stock or other assets of a Person at the time suchPerson becomes a Subsidiary; provided, however, such Liens are not created or incurred inconnection with, or in contemplation of, such other Person becoming such a Subsidiary; provided,further, however, that such Liens may not extend to any other property owned by Parent or any ofits Restricted Subsidiaries (other than (a) after-acquired property that is affixed or incorporatedinto the property covered by such Lien, (b) after-acquired property subject to a Lien securing suchIndebtedness, the terms of which Indebtedness require or include a pledge of after-acquiredproperty (it being understood that such requirement shall not be permitted to apply to anyproperty to which such requirement would not have applied but for such acquisition) and (c) theproceeds and products thereof);

(9) Liens on property or other assets at the time Parent or a Restricted Subsidiaryacquired the property or such other assets, including any acquisition by means of a merger,amalgamation or consolidation with or into Parent or any of its Restricted Subsidiaries; provided,however, that such Liens are not created or incurred in connection with, or in contemplation of,such acquisition, merger, amalgamation or consolidation; provided, further, however, that theLiens may not extend to any other property owned by Parent or any of its Restricted Subsidiaries;

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(10) Liens securing obligations relating to any Indebtedness or other obligations of aRestricted Subsidiary owing to the Borrower or a Guarantor, if any, permitted to be incurred inaccordance with Section 6.3;

(11) Liens securing Hedging Obligations (excluding Hedging Obligations entered intofor speculative purposes);

(12) Liens on specific items of inventory or other goods and proceeds of any Personsecuring such Person’s obligations in respect of bankers’ acceptances or trade letters of creditissued or created for the account of such Person to facilitate the purchase, shipment or storage ofsuch inventory or other goods;

(13) leases, subleases, licenses or sublicenses (including of intellectual property)granted to others in the ordinary course of business which do not materially interfere with theordinary conduct of the business of Parent or any of its Restricted Subsidiaries and do not secureany Indebtedness;

(14) Liens arising from Uniform Commercial Code (or equivalent statute) financingstatement filings regarding operating leases or consignments entered into by Parent and theRestricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of the Borrower or any Guarantor not granted by the Borrower;

(16) Liens on vehicles or equipment of Parent or any of its Restricted Subsidiariesgranted in the ordinary course of business;

(17) Liens on accounts receivable and related assets incurred in connection with aReceivables Facility;

(18) Liens to secure any modification, refinancing, refunding, extension, renewal orreplacement (or successive refinancing, refunding, extensions, renewals or replacements) as awhole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses(6), (7), (8) or (9) or clauses (28) and (41) below; provided, however, that (a) such new Lien shallbe limited to all or part of the same property that secured the original Lien (plus accessions,additions and improvements on such property, including (i) after-acquired property that is affixedor incorporated into the property covered by such Lien, (ii) after-acquired property subject to aLien securing such Indebtedness, the terms of which Indebtedness require or include a pledge ofafter-acquired property (it being understood that such requirement shall not be permitted to applyto any property to which such requirement would not have applied but for such modification,refinancing, refunding, extension, renewal or replacement) and (iii) the proceeds and productsthereof) and (b) the Indebtedness secured by such Lien at such time is not increased to anyamount greater than the sum of (x) the outstanding principal amount or, if greater, committedamount of the Indebtedness described under clauses (6), (7), (8), (9), (28) and (41) at the time theoriginal Lien became a Permitted Lien under this Agreement, and (y) an amount necessary to payany fees and expenses, including premiums and accrued and unpaid interest, related to suchmodification, refinancing, refunding, extension, renewal or replacement;

(19) deposits made or other security provided in the ordinary course of business tosecure liability to insurance carriers;

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(20) other Liens securing obligations which do not exceed €75,000,000 at any onetime outstanding, with the amount determined on the dates of incurrence of such obligations;

(21) Liens securing judgments for the payment of money not constituting an Event ofDefault under clause (v) under Section 7.1(a) so long as such Liens are adequately bonded andany appropriate legal proceedings that may have been duly initiated for the review of suchjudgment have not been finally terminated or the period within which such proceedings may beinitiated has not expired;

(22) Liens in favor of customs and revenue authorities arising as a matter of law tosecure payment of customs duties in connection with the importation of goods in the ordinarycourse of business;

(23) Liens (a) of a collection bank arising under Section 4-210 of the UniformCommercial Code (or any comparable or successor provision) on items in the course ofcollection, (b) attaching to commodity trading accounts or other commodity brokerage accountsincurred in the ordinary course of business, and (c) in favor of banking institutions arising as amatter of law encumbering deposits (including the right of set-off) and which are within thegeneral parameters customary in the banking industry;

(24) Liens deemed to exist in connection with Investments in repurchase agreementspermitted under Section 6.3; provided that such Liens do not extend to any assets other than thosethat are the subject of such repurchase agreement;

(25) Liens encumbering reasonable customary initial deposits and margin depositsand similar Liens attaching to commodity trading accounts or other brokerage accounts incurredin the ordinary course of business and not for speculative purposes;

(26) Liens that are contractual rights of set-off or rights of pledge (a) relating to theestablishment of depository relations with banks not given in connection with the issuance ofIndebtedness, (b) relating to pooled deposit or sweep accounts of Parent or any of its RestrictedSubsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinarycourse of business of Parent and the Restricted Subsidiaries or (c) relating to purchase orders andother agreements entered into with customers of Parent or any of its Restricted Subsidiaries in theordinary course of business;

(27) Liens securing Indebtedness and other Obligations under Credit Facilitiesincurred pursuant to clause (i) of Section 6.3(b) and/or securing Hedging Obligations relatedthereto;

(28) Liens securing the Secured Notes outstanding on the Start Date and the relatedguarantees of the Secured Notes by the Guarantors;

(29) Liens securing obligations owed by Holdings or any of its Subsidiaries to anylender, agent or arranger under the Credit Facilities or any Affiliate of such a lender, agent orarranger in respect of any Hedging Obligations or Bank Products;

(30) any encumbrance or restriction (including put and call arrangements) withrespect to Capital Stock of any joint venture or similar arrangement pursuant to any joint ventureor similar agreement;

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(31) Liens solely on any cash earnest money deposits made by Parent or any of itsRestricted Subsidiaries in connection with any letter of intent or purchase agreement permittedunder this Agreement;

(32) Liens on Capital Stock of an Unrestricted Subsidiary that secure Indebtedness orother obligations of such Unrestricted Subsidiary;

(33) Liens arising out of conditional sale, title retention, consignment or similararrangements with vendors for the sale or purchase of goods entered into by Parent or anyRestricted Subsidiary in the ordinary course of business;

(34) ground leases or subleases, licenses or sublicenses in respect of real property onwhich facilities owned or leased by Parent or any of its Subsidiaries are located;

(35) Liens on insurance policies and the proceeds thereof securing the financing of thepremiums with respect thereto;

(36) the reservations, limitations, provisos and conditions expressed in any originalgrants of real or immoveable property, which do not materially impair the use of the affected landfor the purpose used or intended to be used;

(37) any Lien resulting from the deposit of cash or securities in connection with theperformance of a bid, tender, sale or contract (excluding the borrowing of money) entered into inthe ordinary course of business or deposits of cash or securities in order to secure appeal bonds orbonds required in respect of judicial proceedings;

(38) any Lien in favor of a lessor or licensor for rent to become due or for otherobligations or acts, the payment or performance of which is required under any lease as acondition to the continuance of such lease;

(39) Liens arising solely from precautionary UCC or similar filings;

(40) Liens on the property or assets of Parent or a Restricted Subsidiary in favor ofany collateral agent relating to such collateral agent’s administrative expenses with respect tosuch property or assets;

(41) Liens securing any Other Pari Passu Indebtedness incurred pursuant to Section6.3; provided, however, that, at the time of incurrence of such Other Pari Passu Indebtednessunder this clause (41) and after giving pro forma effect thereto the Consolidated Secured DebtRatio would be no greater than 3.5 to 1.0;

(42) Liens on the assets of non-Guarantor Subsidiaries (other than the Borrower)securing Indebtedness of such Subsidiaries that was permitted by this Agreement to be incurred;

(43) all rights of expropriation, access or use or other similar rights conferred by orreserved by any federal, state or municipal authority or agency;

(44) any agreements with any governmental authority or utility that do not, in theaggregate, adversely affect in any material respect the use or value of real property andimprovements thereon in the good faith judgment of Parent;

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(45) Liens (i) on cash advances in favor of the seller of any property to be acquired inan Investment permitted under this Agreement to be applied against the purchase price for suchInvestment, and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of anyproperty in a transaction permitted under Section 6.4, in each case, solely to the extent suchInvestment or sale, disposition, transfer or lease, as the case may be, would have been permittedon the date of the creation of such Lien;

(46) agreements to subordinate any interest of Parent or any Restricted Subsidiary inany accounts receivable or other proceeds arising from inventory consigned by Parent or anyRestricted Subsidiary pursuant to an agreement entered into in the ordinary course of business;and

(47) Liens on assets of an Australian Non-Recourse Subsidiary securing Indebtednessand other obligations incurred pursuant to clause (xx) of Section 6.3(b);

(48) Liens constituting deemed security interests under section 12(3) of the PPSAAustralia or section 17(1)(b) of the PPSA New Zealand which do not secure payment orperformance of an obligation and any equivalent arrangement entered into any other jurisdiction;and

(49) Liens securing the Loans.

For purposes of determining compliance with this definition, (A) Liens need not beincurred solely by reference to one category of Permitted Liens described in this definition but arepermitted to be incurred in part under any combination thereof and of any other available exemption and(B) in the event that a Lien (or any portion thereof) meets the criteria of one or more of the categories ofPermitted Liens, Parent shall, in its sole discretion, classify or reclassify such Lien (or any portionthereof) in any manner that complies with this definition.

For purposes of this definition, the term “Indebtedness” shall be deemed to includeinterest on such Indebtedness.

Notwithstanding the foregoing, a Lien on (a) Pledged Collateral (other than a Liencreated pursuant to the Loan Documents) or (b) the Equity Interests of WSI to the extent such EquityInterests are owned directly by Parent (other than a Lien securing the obligations under the Senior CreditAgreement) shall not be a Permitted Lien unless it arises pursuant to or is imposed by a Requirement ofLaw.

“Person”: any individual, partnership, corporation, limited liability company, businesstrust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority orother entity of whatever nature.

“PIK Interest”: as defined in Section 2.6(b).

“PIK Loans”: as defined in Section 2.6(b).

“PIK Margin”: 0.75% per annum.

“Pledged Collateral”: the assets over which security has been granted pursuant to theLuxembourg Pledge Agreements.

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“Pledgors”: as defined in the definition of “Luxembourg Pledge Agreements”.

“PPSA Australia”: the Australian Personal Property Securities Act of 2009 (Cth) (or anysuccessor statute) and the regulations thereunder.

“PPSA New Zealand”: the Personal Property Securities Act 1999 (New Zealand) (or anysuccessor statute) and the regulations thereunder.

“Pre-emption Right”: as defined in Section 6.5(a)(iii).

“Preferred Stock”: any Equity Interest with preferential rights of payment of dividends orupon liquidation, dissolution, or winding up.

“Proceeds Loans”: the loans made by the Borrower to Parent with the proceeds of theLoans.

“Pro Forma Financials”: the pro forma financial information as of December 31, 2012,taking into account the acquisitions of Ausco Holding S.à r.l. and Target Logistics Management LLC as ifthose acquisitions had occurred as of January 1, 2011, as presented for the Algeco Scotsman FourthQuarter 2012 Investor Conference Call as at April 12, 2012.

“Proposed Disposal”: as defined in Section 6.5(a)(iii).

“Public Company Costs”: costs relating to compliance with the provisions of theSecurities Act and the Exchange Act, as applicable to companies with equity or debt securities held by thepublic, the rules of national securities exchange companies with listed equity or debt securities, directors’or managers’ compensation, fees and expense reimbursement, costs relating to investor relations,shareholder meetings and reports to shareholders or debtholders, directors’ and officers’ insurance andother executive costs, legal and other professional fees, and listing fees.

“Qualified Proceeds”: assets that are used or useful in, or Capital Stock of any Personengaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stockshall be determined by Parent in good faith.

“Rating Agency”: means each of Moody’s, S&P and any other nationally recognizedstatistical rating agency or agencies selected by Parent.

“Receivables Facility”: any of one or more receivables financing facilities as amended,supplemented, modified, extended, renewed, restated or refunded from time to time, the obligations ofwhich are non-recourse (except for customary representations, warranties, covenants and indemnitiesmade in connection with such facilities) to Parent and the Restricted Subsidiaries (other than aReceivables Subsidiary) pursuant to which Parent or any of its Restricted Subsidiaries sells its accountsreceivable to either (1) a Person that is not a Restricted Subsidiary or (2) a Restricted Subsidiary orReceivables Subsidiary that in turn sells its accounts receivable to a Person that is not a RestrictedSubsidiary.

“Receivables Fees”: customary distributions or payments made directly or by means ofdiscounts with respect to any accounts receivable or participation interests therein issued or sold inconnection with, and other customary fees paid to a Person that is not a Restricted Subsidiary inconnection with, any Receivables Facility.

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“Receivables Subsidiary”: any Subsidiary formed for the purpose of, and that engagessolely in, one or more Receivables Facilities and other activities reasonably related thereto.

“Refinancing Indebtedness”: as defined in Section 6.3(b).

“Related Business Assets”: assets (other than cash or Cash Equivalents) used or useful ina Similar Business; provided that any assets received by Parent or a Restricted Subsidiary in exchange forassets transferred by Parent or a Restricted Subsidiary shall not be deemed to be Related Business Assetsif they consist of securities of a Person, unless upon receipt of the securities of such Person, such Personwould become a Restricted Subsidiary.

“Related Person”: with respect to any specified Person, such Person’s Affiliates and therespective officers, directors, employees, agents, advisors, trustees, co-trustees and attorneys-in-fact ofsuch Person and its Affiliates.

“Reorganization Transactions”: (a) the borrowing of the Loans, the making of theProceeds Loans and the transactions related thereto, (b) the use of proceeds of the Proceeds Loans byParent to make loans or any other distribution to shareholders of Parent, (c) the repurchases, redemption,reduction of share capital or any similar transaction by Parent with respect to certain of its EquityInterests in settlement of obligations owed to Parent in respect of the loans or distributions described inthe foregoing clause (b), (d) the repurchase, redemption and increase of share capital of Parent as a resultof the capitalization of convertible preferred equity certificates issued by Parent, (e) the reclassificationand restructuring of the share capital of Parent and (f) transactions ancillary and related thereto and anyrelated amendments to the constitutional or organizational documents of Parent; provided that in no eventshall the aggregate payments, dividends or distributions by Parent pursuant to the foregoing clauses (b)through (f) exceed the amount of the proceeds of the Proceeds Loans received by Parent.

“Required Lenders”: at any time, the holders of more than 50% of the aggregate unpaidprincipal amount of the Loans then outstanding.

“Requirement of Law”: as to any Person, any law, treaty, rule or regulation ordetermination of an arbitrator or a court or other Governmental Authority, in each case applicable to orbinding upon such Person or any of its property or to which such Person or any of its property is subject.

“Restricted Investment”: an Investment other than a Permitted Investment.

“Restricted Payment”: as defined in Section 6.1(a).

“Restricted Subsidiary”: at any time, any direct or indirect Subsidiary of Parent(including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that (i)upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, suchSubsidiary shall be included in the definition of “Restricted Subsidiary” and (ii) notwithstanding anythingto the contrary, the Borrower shall at all times be a Restricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Services and any successor to its rating agencybusiness.

“Sale and Lease-Back Transaction”: any arrangement providing for the leasing by Parentor any of its Restricted Subsidiaries of any real or tangible personal property, which property has been oris to be sold or transferred by Parent or such Restricted Subsidiary to a third Person in contemplation ofsuch leasing.

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“SEC”: the Securities and Exchange Commission, any successor thereto and anyanalogous Governmental Authority.

“Second Commitment”: as defined in Section 6.4(I)(b).

“Secured Indebtedness”: any Indebtedness of Parent or any of its Restricted Subsidiariessecured by a Lien.

“Secured Notes”: (i) the $1,075,000,000 aggregate principal amount of 8½% SeniorSecured Notes due 2018 and (ii) the €275,000,000 aggregate principal amount of 9% Senior SecuredNotes due 2018, in each case, issued by Algeco Scotsman Global Finance plc.

“Securities Act”: the Securities Act of 1933, as amended from time to time, and anysuccessor statute.

“Senior Credit Agreement”: the Credit Facility under the revolving syndicated facilityagreement entered into as of the Start Date by and among Holdings, the borrowers party thereto, theguarantors party thereto, the lenders party thereto, Bank of America, N.A., as administrative agent andcollateral agent thereunder, and the other agents and other parties thereto, including any related notes,letters of credit, guarantees, collateral documents, instruments and agreements executed in connectiontherewith, and any appendices, exhibits, annexes or schedules to any of the foregoing (as the same may bein effect from time to time) and any amendments, supplements, modifications, extensions, renewals,restatements, refundings, restructurings, exchanges or refinancings thereof (whether with the originalagents and lenders or other agents or lenders or otherwise, and whether provided under the original creditagreement or other credit agreements or otherwise) and any indentures or credit facilities or commercialpaper facilities with banks or other institutional lenders or investors that replace, refund, exchange orrefinance any part of the loans, notes, other credit facilities or commitments thereunder, including anysuch replacement, refunding, exchange or refinancing facility or indenture that increases the amountborrowable thereunder or alters the maturity thereof (provided that such increase in borrowings ispermitted under Section 6.3).

“Senior Credit Agreement Lender”: any lender or holder or agent or arranger ofIndebtedness under the Senior Credit Agreement.

“Senior Indebtedness”:

(1) all Indebtedness of any Guarantor outstanding under this Agreement or the Loansand Guarantee (including interest accruing on or after the filing of any petition in bankruptcy orsimilar proceeding or for reorganization of the Borrower or any Guarantor (at the rate providedfor in the documentation with respect thereto, regardless of whether or not a claim for post-filinginterest is allowed or allowable in such proceedings)), and any and all other fees, expensereimbursement obligations, indemnification amounts, penalties and other amounts and allobligations of the Borrower or any Guarantor to reimburse any bank or other Person in respect ofamounts paid under letters of credit, acceptances or other similar instruments;

(2) all Hedging Obligations and Bank Product Obligations (and guarantees of anythereof) owing to a Senior Credit Agreement Lender or any of its branches or Affiliates (or anyPerson that was a Senior Credit Agreement Lender or a branch or Affiliate of such Senior CreditAgreement Lender at the time the applicable agreement giving rise to such Hedging Obligation orBank Product Obligation was entered into); provided that such Hedging Obligations and BankProduct Obligations are permitted to be incurred under the terms of this Agreement;

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(3) any other Indebtedness of any Guarantor permitted to be incurred under the termsof this Agreement, unless the instrument under which such Indebtedness is incurred expresslyprovides that it is subordinated in right of payment to the Loans or the Guarantee; and

(4) all obligations with respect to the items listed in the preceding clauses (1), (2)and (3);

provided, however, that Senior Indebtedness shall not include:

(a) any obligation of such Person to Parent or any of its Subsidiaries;

(b) any liability for foreign, federal, state, local or other Taxes owed or owing bysuch Person;

(c) any accounts payable or other liability to trade creditors arising in the ordinarycourse of business;

(d) any Indebtedness or other obligation of such Person which is subordinate orjunior in any respect to any other Indebtedness or other obligation of such Person; or

(e) that portion of any Indebtedness which at the time of incurrence is incurred inviolation of this Agreement.

“Significant Subsidiary”: any Restricted Subsidiary that would be a “significantsubsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the SecuritiesAct, as such regulation is in effect on the Start Date.

“Similar Business”: any business conducted or proposed to be conducted by Parent andthe Restricted Subsidiaries on the Effective Date or any business that is similar, reasonably related,incidental or ancillary thereto, or is a reasonable extension, development or expansion thereof.

“Sponsor”: means TDR Capital Nominees Limited, a company organized under the lawsof England and Wales.

“Start Date”: October 11, 2012.

“Subject Lien”: as defined in Section 6.6.

“Subordinated Indebtedness”: with respect to the Loans and the Guarantees, anyIndebtedness of any Guarantor which is by its terms is subordinated in right of payment to the Guaranteeof such Guarantor.

“Subsidiary”: with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership,joint venture, limited liability company or similar entity) of which more than 50% of the totalvoting power of shares of Capital Stock entitled to vote in the election of directors, managers ortrustees thereof is at the time of determination owned or controlled, directly or indirectly, by suchPerson or one or more of the other Subsidiaries of that Person or a combination thereof; and

(2) any partnership, joint venture, limited liability company or similar entity ofwhich

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(x) more than 50% of the capital accounts, distribution rights, total equityand voting interests or general or limited partnership interests, as applicable, are ownedor controlled, directly or indirectly, by such Person or one or more of the otherSubsidiaries of that Person or a combination thereof whether in the form of membership,general, special or limited partnership or otherwise, and

(y) such Person or any Restricted Subsidiary of such Person is a controllinggeneral partner or otherwise controls such entity.

“Subsidiary Guarantor”: as defined in Section 6.9.

“Successor Company”: as defined in Section 6.10(a)(i).

“Successor Guarantor”: as defined in Section 6.10(c)(i).

“Supermajority Lenders”: at any time, the holders of more than 66 2/3% of the aggregateunpaid principal amount of the Loans then outstanding.

“Taxes”: all present or future taxes, levies, imposts, duties, deductions, withholdings(including backup withholding), assessments, fees or other charges imposed by any GovernmentalAuthority, including any interest, additions to tax or penalties applicable thereto.

“Total Assets”: as of any date, the total consolidated assets of Parent and the RestrictedSubsidiaries on a consolidated basis, as shown on the most recent consolidated balance sheet of Parentand the Restricted Subsidiaries, determined on a pro forma basis in a manner consistent with the proforma adjustments contained in the definition of Fixed Charge Coverage Ratio.

“Transaction Expenses”: any fees or expenses incurred or paid by Parent or anyRestricted Subsidiary in connection with the Transactions, including payments to officers, employees anddirectors as change of control payments, severance payments, special or retention bonuses and charges forrepurchase or rollover of, or modifications to, stock options.

“Transactions”: collectively, (i) the Transactions (as defined in the OfferingMemorandum), (ii) the Reorganization Transactions and (iii) payment of the Transaction Expenses inconnection therewith.

“Transferee”: any Assignee or Participant.

“Treasury Rate”: the yield to maturity at the time of computation of United StatesTreasury securities with a constant maturity (as compiled and published in the most recent FederalReserve Statistical Release H.15 (519) which has become publicly available at least two Business Days(but not more than five Business Days) prior to the Prepayment Date (or, if such statistical release is notso published or available, any publicly available source of similar market data selected by the Borrower ingood faith)) most nearly equal to the period from the Prepayment Date to August 14, 2014; provided,however, that if the period from the Prepayment Date to August 14, 2014 is not equal to the constantmaturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rateshall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weeklyaverage yields of United States Treasury securities for which such yields are given, except that if theperiod from the Prepayment Date to such applicable date is less than one year, the weekly average yieldon actually traded United States Treasury securities adjusted to a constant maturity of one year shall beused.

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“Trust Indenture Act”: the Trust Indenture Act of 1939, as amended (15 U.S.C §§ 77aaa-77bbbb).

“Uniform Commercial Code” or “UCC”: the Uniform Commercial Code as in effect inthe relevant jurisdiction from time to time. Unless otherwise specified, references to the UniformCommercial Code herein refer to the New York Uniform Commercial Code.

“United States”: the United States of America.

“Unrestricted Subsidiary”:

(1) (a) Office Space Limited and (b) any other Subsidiary of Parent which at the timeof determination is an Unrestricted Subsidiary (as designated by Parent, as provided below); and

(2) any Subsidiary of an Unrestricted Subsidiary.

Parent may designate any Subsidiary of Parent (other than the Borrower, but includingany other existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an UnrestrictedSubsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of,or owns or holds any Lien on, any property of, Parent or any Restricted Subsidiary (other than solely anySubsidiary of the Subsidiary to be so designated); provided that:

(1) such designation complies with Section 6.1; and

(2) each of:

(a) the Subsidiary to be so designated; and

(b) its Subsidiaries has not at the time of designation, and does notthereafter, create, incur, issue, assume, guarantee or otherwise become directly orindirectly liable with respect to any Indebtedness pursuant to which the lender hasrecourse to any of the assets of Parent or any Restricted Subsidiary (other than EquityInterests in the Unrestricted Subsidiary).

Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; providedthat, immediately after giving effect to such designation, no Default shall have occurred and becontinuing and either:

(1) (x) if in the case of an Unrestricted Subsidiary of the Parent (other than Holdingsor any of its Restricted Subsidiaries), Parent could incur at least €1.00 of additional Indebtednesspursuant to the Fixed Charge Coverage Ratio test described in Section 6.3(a)(i) and (y) if in thecase of an Unrestricted Subsidiary of Holdings, Holdings could incur at least €1.00 of additionalIndebtedness pursuant to the Fixed Charge Coverage Ratio test described in Section 6.3(a)(ii); or

(2) (x) if in the case of an Unrestricted Subsidiary of the Parent (other than Holdingsor any of its Restricted Subsidiaries), the Fixed Charge Coverage Ratio for Parent and itsRestricted Subsidiaries would be equal to or greater than such ratio for Parent and its RestrictedSubsidiaries immediately prior to such designation, in each case on a pro forma basis taking intoaccount such designation and (y) if in the case of an Unrestricted Subsidiary of Holdings, theFixed Charge Coverage Ratio for Holdings and its Restricted Subsidiaries would be equal to or

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greater than such ratio for Holdings and its Restricted Subsidiaries immediately prior to suchdesignation, in each case on a pro forma basis taking into account such designation;.

Any such designation by Parent shall be notified by Parent to the Administrative Agentby promptly filing with the Administrative Agent a copy of the resolution of the Board of Directors ofParent or any committee thereof giving effect to such designation and an Officer’s Certificate certifyingthat such designation complied with the foregoing provisions.

Neither Parent nor Holdings may designate any Pledgor to be an Unrestricted Subsidiary.

“Unsecured Notes”: the $745,000,000 aggregate principal amount of 10 ¾% SeniorUnsecured Notes due 2019 issued by Algeco Scotsman Global Finance plc

“U.S.A. Patriot Act”: the Uniting and Strengthening America by Providing AppropriateTools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56, as amended and signedinto law October 26, 2001.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person thatis at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity”: when applied to any Indebtedness, DisqualifiedStock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the date of determination tothe date of each successive scheduled principal payment of such Indebtedness or redemption orsimilar payment with respect to such Disqualified Stock or Preferred Stock multiplied by theamount of such payment; by

(2) the sum of all such payments.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% ofthe outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time beowned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

“WSI”: Williams Scotsman International, Inc., a Delaware corporation.

1.2. Other Interpretive Provisions.

(a) As used herein, and any certificate or other document made or delivered pursuanthereto, (i) accounting terms relating to any Group Member not defined in Section 1.1 and accountingterms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given tothem under IFRS, (ii) the words “include”, “includes” and “including” shall be deemed to be followed bythe phrase “without limitation”, and (ii) references to agreements or other Contractual Obligations(including this Agreement) shall, unless otherwise specified, be deemed to refer to such agreements orContractual Obligations as amended, supplemented, restated, amended and restated or otherwise modifiedfrom time to time.

(b) The words “hereof”, “herein” and “hereunder” and words of similar import,when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision

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of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwisespecified.

(c) The meanings given to terms defined herein shall be equally applicable to boththe singular and plural forms of such terms.

SECTION 2. AMOUNT AND TERMS OF LOANS

2.1. Loans. Subject to the terms and conditions hereof, each Lender severally agreesto make a Loan to the Borrower on the Closing Date in an amount not to exceed the amount of theCommitment of such Lender on the Closing Date; provided that such Loan shall result in aggregateproceeds to the Borrower equal to 99% of such Lender’s Commitment. The Commitments shallautomatically terminate at 10:00 P.M., London time, on the Closing Date.

2.2. Procedure for Borrowing. The Borrower shall give the Administrative Agentirrevocable notice by delivering to the Administrative Agent a Borrowing Notice (which BorrowingNotice must be received by the Administrative Agent prior to 11:00 A.M., London time, at least twoBusiness Day prior to the anticipated Closing Date) requesting that the Lenders make the Loans on theClosing Date and specifying (a) the amount to be borrowed and (b) instructions for remittance of theLoans to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify eachLender thereof. Not later than 5:00 P.M., London time, on the Closing Date each such Lender shall makeavailable to the Borrower an amount in immediately available funds equal to the Loan or Loans to bemade by such Lender at the location described in the instructions provided by the Borrower pursuant toclause (b) of the first sentence of this Section 2.2.

2.3. Repayment of Loans. To the extent not previously paid, the Borrower shall repayall Loans on the Maturity Date, together with accrued and unpaid interest on the principal amount to bepaid to but excluding the date of payment.

2.4. Optional and Mandatory Prepayments.

(a) Subject to Section 2.4(d), at any time prior to August 14, 2014 the Borrower mayprepay all or part of the Loans, in the manner set forth in Section 2.4(c), at a prepayment price equal to100% of the principal amount of the Loans (including PIK Loans) prepaid plus the Applicable Premiumas of, and accrued and unpaid interest (and any amounts payable under Section 2.8), if any, to butexcluding, the date of prepayment (the “Prepayment Date”).

(b) Subject to Section 2.4(d), at any time on or after August 14, 2014 , the Borrowermay prepay all or part of the Loans in the manner set forth in Section 2.4(c) at the price set forth belowopposite the period during which such prepayment is to be made, together with accrued and unpaidinterest to but excluding such date on the amount prepaid:

Period Prepayment Price

On or after August 14, 2014 and prior to thesecond anniversary of the Closing Date

110.0%

On or after the second anniversary of the ClosingDate and prior to the third anniversary of theClosing

105.0%

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On or after the third anniversary of the ClosingDate and prior to the fourth anniversary of theClosing

102.5%

On or after the fourth anniversary of the ClosingDate

100.0%

(c) All prepayments pursuant to Sections 2.4(a) and (b) shall be made upon notice(which notice may be subject to one or more conditions precedent and which may be revoked at any timeby the Borrower) delivered to the Administrative Agent no later than 12:00 Noon, London time, at least30 days prior thereto, which notice shall specify the date and amount of prepayment. Upon receipt of anysuch notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice isgiven (subject to any conditions precedent contained in such notice), the amount specified in such noticeshall be due and payable on the date specified therein, together with accrued interest to but excluding suchdate on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of$1,000,000 or a whole multiple thereof.

(d)

(i) Notwithstanding the other provisions of this Section 2.4, the Borrower, atits option, may prepay all but not part of the Loans at par, upon not less than 30 days’ priorwritten notice to the Administrative Agent (which notice may be subject to one or moreconditions precedent and which may be revoked at any time by the Borrower), at par, togetherwith accrued interest to but excluding such date and any amounts payable under Section 2.8 thendue and which will become due on the prepayment date as a result of the prepayment orotherwise, if on the next date on which any amount would be payable in respect of the Loans, theBorrower is or would be required to pay amounts in respect of Indemnified Taxes (other thanOther Taxes) under Section 2.8 (any such required amounts, “Additional Amounts”) and theBorrower cannot avoid any such payment obligation by taking reasonable measures available,and the requirement arises as a result of:

(A) any amendment to, or change in, the laws or treaties (or anyregulations or ruling promulgated thereunder) of the jurisdiction imposing suchTax, which amendment or change is publicly announced and becomes effectiveafter the Closing Date (or, if the applicable jurisdiction becomes (x) a jurisdictionin which the Borrower or any Guarantor is incorporated or organized, engaged inbusiness for tax purposes, or resident for tax purposes, or any politicalsubdivision thereof or therein, or (y) any jurisdiction from or through whichpayment is made by or on behalf of the Borrower or any Guarantor, or anypolitical subdivision thereof or therein (each of (x) and (y), a “Relevant TaxingJurisdiction”) on a date after the Closing Date, after such later date); or

(B) any amendment to, or change in, an official written interpretationof such laws, treaties, regulations or rulings (including by virtue of a holding,judgment, or order of a court of competent jurisdiction or a change in publishedadministrative practice), which amendment or change is publicly announced andbecomes effective after the Closing Date (or, if the applicable jurisdictionbecomes a Relevant Taxing Jurisdiction on a date after the Closing Date, aftersuch later date).

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(ii) The Borrower will not give any such notice of prepayment earlier than60 days prior to the earliest date on which the Borrower would be obligated to make suchpayment or withholding if a payment in respect of the Loans were then due, and the obligation topay Additional Amounts must be in effect at the time such notice is given. In addition, before (orsimultaneously with) delivering such notice or prepayment, the Borrower will deliver to theAdministrative Agent (i) an opinion of independent tax counsel of recognized internationalstanding to the effect that there has been such amendment or change which would entitle theBorrower to prepay the Loans hereunder, and (ii) an Officer’s Certificate to the effect that itcannot avoid its obligation to pay Additional Amounts by taking reasonable measures available toit. The Administrative Agent will accept and shall be entitled to rely on such Officer’s Certificateand such opinion of counsel as sufficient evidence of the existence and satisfaction of theconditions described above, in which event it will be conclusive and binding on the Lenders.

(iii) The foregoing provisions of this Section 2.4(d) will apply mutatismutandis to any successor Persons to the Borrower and any jurisdiction in which any successorPerson to the Borrower is incorporated or organized or engaged in business or resident for taxpurposes or any jurisdiction from or through which payment is made by or on behalf of suchPerson on the Loan, and any political subdivision thereof or therein.

(e) In the event and on each occasion that an Equity Offering occurs or in the eventof a Change of Control, Parent or the Borrower shall, not later than five Business Days following theoccurrence of such Equity Offering or Change of Control, prepay all outstanding Loans (including PIKLoans) in accordance with Section 2.4(f).

(f) All mandatory prepayments pursuant to Section 2.4(e), and all payments requiredto be made as the result of an acceleration under Section 7.2, shall be made, in the case of such aprepayment or payment made before August 14, 2014, at the redemption price set forth in Section 2.4(a),and in the case of such a prepayment or payment made on or after August 14, 2014, at the redemptionprice set forth in Section 2.4(b).

2.5. Fees, etc. The Borrower agrees to pay to the Administrative Agent (for its ownaccount) the fees (including, but not limited to, an administrative agent fee) in the amounts and on thedates as set forth in any Fee Letter with the Administrative Agent.

2.6. Interest Rate; PIK Election.

(a) Interest due and owing on the Interest Payment Date at the end of each InterestPeriod will be paid in PIK Interest (as defined below), and the Loans shall bear interest at the rate of15.00% per annum plus the PIK Margin; provided that the Borrower shall be entitled to notify theAdministrative Agent at least five Business Days prior to the commencement of an Interest Period that theinterest due and owing on the Interest Payment Date for such Interest Period will be paid, in whole or inpart, in cash by delivering to the Administrative Agent a Cash Interest Notice, and upon delivery of anyCash Interest Notice, the Loans shall bear interest during such Interest Period, to the extent paid in cash,at the rate of 15.00% per annum. Upon receipt of any Cash Interest Notice, the Administrative Agent willpromptly notify each Lender thereof. Interest payable pursuant hereto shall be calculated on the basis of a360-day year for actual days elapsed.

(b) Except with respect to interest as to which the Borrower has delivered a CashInterest Notice to the Administrative Agent in accordance with Section 2.6(a), the interest in respect ofthe Loans will be capitalized, compounded and added to the unpaid principal amount of the Loans on theapplicable Interest Payment Date (the “PIK Interest”). Amounts representing the PIK Interest shall be

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treated as Loans for all purposes of this Agreement (“PIK Loans”) and shall bear interest in accordancewith this Section 2.6. The obligation of the Borrower to pay all such PIK Interest so added shall beautomatically evidenced by any Loan Notes issued to the Lenders.

(c) If all or a portion of the principal amount of, or interest on, any Loan shall not bepaid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shallbear interest at the rate then applicable to such Loan plus 2.00% per annum.

(d) Interest shall be payable in arrears on each Interest Payment Date.

2.7. Pro Rata Treatment and Payments.

(a) The borrowing by the Borrower from the Lenders hereunder, and (except asotherwise expressly provided herein) each payment (including each prepayment) on account of principalof and interest on the Loans shall be made pro rata according to the respective Loan Percentages of theLenders.

(b) All payments (including prepayments) to be made by the Borrower hereunder,whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaimand shall be made prior to 12:00 Noon, London time, on the due date thereof to the Administrative Agent,for the account of the Lenders, in Dollars and in immediately available funds. Any payments receivedafter such time shall be deemed to be received on the next Business Day at the Administrative Agent’ssole discretion. The Administrative Agent shall distribute such payments to the Lenders promptly uponreceipt in like funds as received. Except as otherwise provided hereunder, if any payment hereunderbecomes due and payable on a day other than a Business Day, such payment shall be extended to the nextsucceeding Business Day. In the case of any extension of any payment of principal pursuant to thepreceding two sentences, interest thereon shall be payable at the then applicable rate during suchextension.

(c) Where a sum is to be paid to the Administrative Agent under the LoanDocuments for another Person, the Administrative Agent shall not be obligated to pay such sum to suchother Person (or to enter into or perform any related exchange contract) until it has been able to establishto its satisfaction that it has actually received such sum. If the Administrative Agent pays an amount toanother Person and the Administrative Agent determines that it did not receive such amount, then thePerson to whom that amount (or the proceeds of any related exchange contract) was paid by theAdministrative Agent shall on demand refund the same to the Administrative Agent together with intereston that amount from the date of payment to the date of receipt by the Administrative Agent, calculated bythe Administrative Agent to reflect its cost of funds.

2.8. Taxes.

(a) Any and all payments made by or on account of any obligation of any Loan Partyunder any Loan Document shall be made without deduction or withholding for any Taxes, except asrequired by applicable law. If any applicable law requires the deduction or withholding of any Tax fromany such payment by a withholding agent, then the applicable withholding agent shall make suchdeduction or withholding and shall timely pay the full amount deducted or withheld to the relevantGovernmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, thenthe sum payable by the applicable Loan Party shall be increased as necessary so that, after such deductionor withholding has been made (including such deductions and withholdings applicable to additional sumspayable under this Section 2.8), the amounts received with respect to this agreement equal the sum whichwould have been received had no such deduction or withholding been made.

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(b) The Loan Parties shall timely pay to the relevant Governmental Authority inaccordance with applicable law, or at the option of the Administrative Agent timely reimburse it for,Other Taxes.

(c) As soon as practicable after any payment of Taxes by any Loan Party to aGovernmental Authority pursuant to this Section 2.8, such Loan Party shall deliver to the AdministrativeAgent the original or a certified copy of a receipt issued by such Governmental Authority evidencing suchpayment, a copy of the return reporting such payment or other evidence of such payment reasonablysatisfactory to the Administrative Agent.

(d) The Loan Parties shall jointly and severally indemnify each Credit Party, within10 days after demand therefor, for the full amount of any Indemnified Taxes (including IndemnifiedTaxes imposed or asserted on or attributable to amounts payable under this Section 2.8) payable or paidby such Credit Party or required to be withheld or deducted from a payment to such Credit Party and anyreasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxeswere correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as tothe amount of such payment or liability delivered to the Borrower by a Lender (with a copy to theAdministrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shallbe conclusive absent manifest error.

(e) Each Lender shall severally indemnify the Administrative Agent, within 10 daysafter demand therefor, for (i) any Taxes attributable to such Lender (but only to the extent that any LoanParty has not already indemnified the Administrative Agent for such Taxes and without limiting theobligation of the Loan Parties to do so) and (ii) any Taxes attributable to such Lender’s failure to complywith the provisions of Section 9.6(c) relating to the maintenance of a Participant Register, in either case,that are payable or paid by the Administrative Agent in connection with any Loan Document, and anyreasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctlyor legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount ofsuch payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absentmanifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and allamounts at any time owing to such Lender under any Loan Document or otherwise payable by theAdministrative Agent to the Lender from any other source against any amount due to the AdministrativeAgent under this paragraph (e).

(f) Any Lender that is entitled to an exemption from or reduction of withholding Tax(including, for the avoidance of doubt, any withholding Tax imposed under FATCA) with respect topayments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, atthe time or times reasonably requested by the Borrower or the Administrative Agent, such properlycompleted and executed documentation reasonably requested by the Borrower or the AdministrativeAgent as will permit such payments to be made without withholding or at a reduced rate of withholding.In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shalldeliver such other documentation prescribed by applicable law or reasonably requested by the Borroweror the Administrative Agent as will enable the Borrower or the Administrative Agent to determinewhether or not such Lender is subject to backup withholding or information reporting requirements.Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution andsubmission of such documentation shall not be required if in the Lender’s reasonable judgment suchcompletion, execution or submission would subject such Lender to any material unreimbursed cost orexpense or would materially prejudice the legal or commercial position of such Lender.

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Each Lender agrees that if any form or certification it previously delivered expires or becomesobsolete or inaccurate in any respect, it shall update such form or certification or promptly notify theBorrower and the Administrative Agent in writing of its legal inability to do so.

(g) If any party determines, in its sole discretion exercised in good faith, that it hasreceived a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.8 (includingby the payment of additional amounts pursuant to this Section 2.8), it shall pay to the indemnifying partyan amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.8with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes)of such indemnified party and without interest (other than any interest paid by the relevant GovernmentalAuthority with respect to such refund). Such indemnifying party, upon the request of such indemnifiedparty, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus anypenalties, interest or other charges imposed by the relevant Governmental Authority) in the event thatsuch indemnified party is required to repay such refund to such Governmental Authority.Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party berequired to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of whichwould place the indemnified party in a less favorable net after-Tax position than the indemnified partywould have been in if the Tax subject to indemnification and giving rise to such refund had not beendeducted, withheld or otherwise imposed and the indemnification payments or additional amounts withrespect to such Tax had never been paid. This paragraph shall not be construed to require any indemnifiedparty to make available its Tax returns (or any other information relating to its Taxes that it deemsconfidential) to the indemnifying party or any other Person.

(h) Each party’s obligations under this Section 2.8 shall survive the resignation orreplacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender,the termination of the Commitments and the repayment, satisfaction or discharge of all obligations underthe Loan Documents.

2.9. Change of Lending Office

. Each Lender agrees that, upon the occurrence of any event giving rise to the operationof Section 2.8(a) with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts(subject to overall policy considerations of such Lender) to designate another lending office for any Loansaffected by such event with the object of avoiding the consequences of such event; provided, that suchdesignation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lendingoffice(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing inthis Section shall affect or postpone any of the obligations of the Borrower or the rights of any Lenderpursuant to Section 2.8(a).

2.10. Replacement of Lenders. The Borrower shall be permitted to replace any Lenderthat (a) requests reimbursement for amounts owing pursuant to Section 2.8(a), (b) defaults with respect toits obligation to make Loans hereunder or (c) has not consented to a proposed amendment, waiver,discharge or termination of the provisions of this Agreement as contemplated by Section 9.1 that requiresthe consent of all Lenders or each affected Lender and which has been approved by the SupermajorityLenders as provided in Section 9.1, with a Lender or Eligible Assignee; provided that (i) in the case ofclause (a), prior to any such replacement, such Lender shall have taken no action under Section 2.9 so asto eliminate the continued need for payment of amounts owing pursuant to Section 2.8(a) and, in the caseof clause (c), the replacement Eligible Assignee shall have agreed to the proposed amendment, waiver,discharge or termination, and (ii) the replacement Eligible Assignee shall purchase, at par plus accruedInterest, all Loans owing to such replaced Lender on or prior to the date of replacement, and, in the caseof clauses (a) and (c), the Borrower or such Eligible Assignee shall have paid to such replaced Lender an

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amount that would be payable in respect of the Loans (including PIK Loans) owed to such Lender soacquired by such replacement Eligible Assignee upon prepayment thereof at such time pursuant toSection 2.4(a) (if such replacement occurs prior to August 14, 2014) or Section 2.4(b) (if suchreplacement occurs on or after August 14, 2014). Each Lender, the Administrative Agent and theBorrower agrees that in connection with the replacement of a Lender and upon payment to such replacedLender of all amounts required to be paid under this Section 2.10, the Administrative Agent and theBorrower shall be authorized, without the need for additional consent from such replaced Lender, toexecute an Assignment and Assumption on behalf of such replaced Lender, and any such Assignment andAssumption so executed by the Administrative Agent and the Borrower, shall be effective for purposes ofthis Section 2.10 and Section 9.6.

2.11. Loan Notes. If so requested by any Lender by written notice to the Borrower(with a copy to the Administrative Agent), the Borrower shall execute and deliver to such Lender (and/or,if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuantto Section 9.6) (promptly after the Borrower’s receipt of such notice) a Loan Note or Loan Notes toevidence such Lender’s Loans.

SECTION 3. REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into this Agreement and tomake the Loans, each of Parent and the Borrower hereby represents and warrants to the AdministrativeAgent and each Lender that:

3.1. No Change. Since December 31, 2012, there has been no development or eventthat has had or would reasonably be expected to have a Material Adverse Effect.

3.2. Existence; Compliance with Law. Each Group Member (a) is duly organized andvalidly existing under the laws of the jurisdiction of its organization, (b) has the power and authority, andthe legal right, to own and operate its property and to conduct the business in which it is currentlyengaged, (c) is duly qualified as a foreign corporation or other organization and (to the extent applicable)in good standing under the laws of each jurisdiction where its ownership or operation of property or theconduct of its business requires such qualification except where the failure to be so qualified or in goodstanding would not reasonably be expected to result in a Material Adverse Effect and (d) is in compliancewith all Requirements of Law except to the extent that the failure to comply therewith would not, in theaggregate, reasonably be expected to have a Material Adverse Effect.

3.3. Power; Authorization; Approvals; Enforceable Obligations. Each Loan Party hasthe power and authority, and the legal right, to make, deliver and perform the Loan Documents to which itis a party and to obtain the Loans hereunder. Each Loan Party has taken all necessary organizationalaction to authorize the execution, delivery and performance of the Loan Documents to which it is a partyand to authorize the Loans on the terms and conditions of this Agreement and the use of proceeds thereof.No material Governmental Approval or material consent or authorization of, filing with (other thanregistration required by a court or authority in Luxembourg if the Loan Documents are presented in courtproceedings in a Luxembourg court or another Governmental Authority in Luxembourg), notice to orother act by or in respect of, any other Person is required in connection with the Loans hereunder or withthe execution, delivery, performance, validity or enforceability of the Loan Documents. Each LoanDocument has been duly executed and delivered by each Loan Party which is a party thereto. ThisAgreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid andbinding obligation of each Loan Party party thereto, enforceable against each such Loan Party inaccordance with its terms, subject to (a) applicable bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by

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general equitable principles (whether enforcement is sought by proceedings in equity or at law) and suchother matters set out as qualifications or reservations in the legal opinion referred to in Section 4.1(c) and(b) in the case of the Luxembourg Pledge Agreements, subject to the perfection requirements specified inSection 3.14.

3.4. No Legal Bar. The execution, delivery and performance of this Agreement andthe other Loan Documents, the borrowings hereunder and the use of the proceeds thereof will not violateany material Requirement of Law, any material Contractual Obligation of any Loan Party or theorganizational documents of the Borrower and will not result in, or require, the creation or imposition ofany Lien on any of their respective properties or revenues pursuant to any such Requirement of Law, anysuch organizational documents or any such Contractual Obligation.

3.5. Litigation. No litigation, investigation or proceeding of or before any arbitrator orGovernmental Authority is pending or, to the knowledge of Parent or the Borrower, threatened by oragainst any Group Member or against any of their respective properties, assets or revenues (a) withrespect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b)that would reasonably be expected to have a Material Adverse Effect.

3.6. Taxes. Parent and each of its Restricted Subsidiaries has filed or caused to befiled all foreign, federal, state and other material Tax returns that are required to be filed and has paid allincome and other material Taxes shown to be due and payable on said returns or on any assessmentsmade against it or any of its property and all other material Taxes imposed on it or any of its property byany Governmental Authority (other than any the amount or validity of which are currently beingcontested in good faith by appropriate proceedings and with respect to which reserves in conformity withIFRS have been provided on the books of Parent or the applicable Restricted Subsidiary, as the case maybe).

3.7. Federal Regulations. No part of the proceeds of any Loans will be used for anypurpose that violates the provisions of the Regulations T, U or X of the Board or to acquire Margin Stock.

3.8. Investment Company Act. Neither Parent nor the Borrower is required to beregistered as an “investment company” (as defined in the Investment Company Act of 1940, as amended).

3.9. Use of Proceeds. The proceeds of the Loan shall be used to finance theReorganization Transactions.

3.10. True and Complete Disclosure.

(a) None of the factual information and data (taken as a whole) heretofore orcontemporaneously furnished in writing by or on behalf of any Loan Party, any of their RestrictedSubsidiaries or any of their respective authorized representatives in writing to the Administrative Agentor any Lender on or before the Closing Date for purposes of or in connection with this Agreement orany transaction contemplated herein contained any untrue statement of material fact or omitted to stateany material fact necessary to make such information and data (taken as a whole) not misleading at suchtime in light of the circumstances under which such information or data was furnished, it beingunderstood and agreed that for purposes of this Section 3.10, such factual information and data shall notinclude financial projections and pro forma financial information, projections or estimates (includingfinancial estimates, forecasts and other forward-looking information) and information of a generaleconomic or general industry nature.

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(b) The Pro Forma Financials were based on good faith estimates and assumptionsbelieved by Parent and the Borrower to be reasonable at the time made, it being recognized by theLenders that such projections as to future events are not to be viewed as facts and that actual resultsduring the period or periods covered by any such projections may materially differ from the projectedresults.

3.11. Properties. Parent, the Borrower and each of the Restricted Subsidiaries has goodand marketable title to or leasehold interest in all properties that are necessary for the operation of theirrespective businesses as currently conducted and as proposed to be conducted, free and clear of all Liens(other than any Liens permitted by this Agreement), except where the failure to have such good title orsuch leasehold interest would not reasonably be expected to have a Material Adverse Effect.

3.12. Insurance. The properties of Parent, the Borrower and each Restricted Subsidiarythereof are insured with insurance companies that such Person believes (in the good faith judgment of themanagement of such Person) are financially sound and reputable (after giving effect to any self-insurancewhich such Person believes (in the good faith judgment of management of such Person) is reasonable andprudent in light of the size and nature of its business), in such amounts, with such deductibles andcovering such risks as are customarily carried by companies engaged in similar businesses and owningsimilar properties in localities where the applicable Person operates.

3.13. No Default. No Default or Event of Default has occurred and is continuing orwould result from the making of the Loans and the consummation of the transactions contemplatedhereby.

3.14. Luxembourg Pledge Agreements. Upon execution of (a) the Luxembourg PledgeAgreements and inscription of the pledge in the shareholder register of each relevant company and (b) theLuxembourg Receivables Pledge Agreement and notification to, or acknowledgment by, Parent, theLuxembourg Pledge Agreements shall create in favor of the Administrative Agent, for the benefit of theLenders, a legal, valid and enforceable first ranking security interest in the Pledged Collateral andconstitute fully perfected Liens on, and security interests in, all right, title and interest of the Pledgors inthe Pledged Collateral.

3.15. Solvency Matters. No Group Member (a) is subject to bankruptcy (faillite),insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition withcreditors (concordat préventif de la faillite), reprieve from payment (sursis de paiement) or controlledmanagement (gestion contrôlée) proceedings or (b) is, on the date hereof, in a state of cessation ofpayments (cessation de paiements) or has lost its commercial creditworthiness (ébranlement de crédit).No application has been made by any Group Member or, to the best of the knowledge of the Loan Parties,by any other Person (a) for the appointment of a commissaire, juge-commissaire, liquidateur, curateur orsimilar officer pursuant to any insolvency or similar proceeding or (b) for a judicial winding-up orliquidation.

3.16. Certain Laws.

(a) To the extent applicable, Parent, the Borrower and the Restricted Subsidiaries arein compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each ofthe foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B,Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) theUSA PATRIOT Act. No part of the proceeds of the Loans will be used by Parent, the Borrower or any ofthe Restricted Subsidiaries, directly or indirectly, for any payments to any governmental official oremployee, political party, official of a political party, candidate for political office, or anyone else acting

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in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, inviolation of the United States Foreign Corrupt Practices Act of 1977, as amended.

(b) None of Parent, the Borrower or any Restricted Subsidiary nor, to the knowledgeof Parent or the Borrower, any director, officer or employee thereof, (i) is a Blocked Person or (ii) iscurrently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S.Treasury Department; and none of Parent, the Borrower or any Restricted Subsidiary will use theproceeds of the Loans for the purpose of financing the activities of any person currently subject to anyU.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

3.17. Labor Matters. There are no strikes or other labor disputes against Parent or anyof its Restricted Subsidiaries pending or, to the knowledge of Parent, threatened, except as would notreasonably be expected to have a Material Adverse Effect.

SECTION 4. CONDITIONS PRECEDENT

4.1. Conditions to Effective Date. The effectiveness of this Agreement on theEffective Date is subject to the satisfaction of the following conditions precedent, in each case, to thereasonable satisfaction of the Lenders:

(a) Loan Agreement. The Administrative Agent shall have received this Agreement,executed and delivered by the Borrower, Parent and the Lenders listed on Schedule 1.1A.

(b) Representations and Warranties. Each of the representations and warranties madeby the Borrower and Parent in the Loan Documents shall be true and correct in all material respects(unless such representation is qualified by materiality, in which case it shall be true and correct in allrespects) on and as of such date as if made on and as of such date, except to the extent suchrepresentations and warranties expressly relate to an earlier date, in which case such representations andwarranties shall have been true and correct in all material respects as of such earlier date.

(c) No Default. No Default or Event of Default shall have occurred and becontinuing on such date or immediately after giving effect to the effectiveness of this Agreement.

By their execution and delivery of this Agreement, each of the Borrower and Parentrepresent that the conditions set forth in Sections 4.1(b) and (c) are satisfied.

4.2. Conditions to Closing Date. The agreement of each Lender to make the Loansrequested to be made by it under this Agreement on the Closing Date is subject to the satisfaction, prior toor concurrently with the making of such Loans on the Closing Date, of the following conditionsprecedent, in each case, to the reasonable satisfaction of the Lenders:

(a) Luxembourg Pledge Agreements. The Administrative Agent shall have received(i) the Luxembourg Share Pledge Agreements, executed by the Pledgors, (ii) the LuxembourgReceivables Pledge Agreement, executed by the Borrower and Parent (acting as the debtor) and (iii) acopy of the inscription of the pledges over shares created by the Luxembourg Share Pledge Agreements inthe relevant shareholders’ register of each applicable company.

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(b) Fees. The Administrative Agent shall have received all fees required to be paid,and all expenses, including legal fees, required to be paid for which invoices have been presented at leasttwo Business Days prior to the Closing Date.

(c) Closing Certificate; Certified Organizational Documents. The AdministrativeAgent shall have received (i) a certificate of each Loan Party, dated the Closing Date, with appropriateinsertions and attachments, including resolutions, certificate of no bankruptcy and extract from the traderegister and the articles of association of such Loan Party, certified by an Officer thereof as being in fullforce and effect on the Closing Date and (ii) a certificate of the Borrower, certified by an Officer thereof,regarding the matters set forth in Sections 4.2(f) and (g).

(d) Legal Opinion. The Administrative Agent shall have received the executed legalopinion of Elvinger, Hoss & Prussen, Luxembourg counsel to the Borrower and Parent, and SimpsonThacher & Bartlett LLP, New York counsel to the Borrower.

(e) PATRIOT Act. The Administrative Agent shall have received, at least fiveBusiness Days prior to the Closing Date, all documentation and other information required byGovernmental Authorities under applicable “know your customer” and anti-money-laundering rules andregulations, including the PATRIOT Act which has been requested by any Lender at least 10 BusinessDays prior to the Closing Date.

(f) Representations and Warranties. Each of the representations and warranties madeby the Borrower and Parent in the Loan Documents shall be true and correct in all material respects(unless such representation is qualified by materiality, in which case it shall be true and correct in allrespects) on and as of such date as if made on and as of such date, except to the extent suchrepresentations and warranties expressly relate to an earlier date, in which case such representations andwarranties shall have been true and correct in all material respects as of such earlier date.

(g) No Default. No Default or Event of Default shall have occurred and becontinuing on such date or immediately after giving effect to the borrowing of the Loans.

(h) Agent for Service. The Administrative Agent shall have received evidence thatCT Corporation System has been appointed agent of the Loan Parties for service of process in accordancewith Section 9.12(c), and has accepted such appointment.

(i) Proceeds Loans. The Lenders shall have received a fully executed copy of theloan agreement for the Proceeds Loans, which agreement shall be in form and substance reasonablysatisfactory to the Lenders.

SECTION 5. AFFIRMATIVE COVENANTS

5.1. Reports and Other Information.

(a) Parent shall furnish to the Administrative Agent (who shall promptly furnish toeach Lender):

(i) within 120 days after the end of Parent’s fiscal year beginning with thefiscal year ending December 31, 2013: audited consolidated balance sheet, income statements andstatements of cash flow of Parent for the two most recent fiscal years, including complete

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footnotes to such financial statements and the report of the independent auditors on the financialstatements;

(ii) commencing with the fiscal quarter of Parent ending June 30, 2013,within 90 days following the end of each of the first three fiscal quarters in each fiscal year ofParent, quarterly reports containing an unaudited condensed consolidated balance sheet as of theend of such quarter and unaudited condensed statement of income for the quarterly and year todate periods and unaudited condensed cash flow statement for the year to date period ending onthe unaudited condensed balance sheet date, and the comparable prior year periods for Parent,together with condensed footnote disclosure;

(iii) concurrently with their delivery to the trustee for the Notes, allinformation provided pursuant to Section 4.03(a) of the Indentures, together, in the case ofdelivery of quarterly and annual financial statements, with a schedule showing the outstandingamount of Loans as of the beginning and end of such financial period and the amount of interestaccrued on the Loans during such financial period; and

(iv) on the earlier of (x) the date required to be delivered to the trustee underthe Indenture and (y) such information being made available to holders of Notes, all informationnecessary to access the conference calls required to be held in accordance with Section 4.03(d)(i)of the Indentures (or any similar provision in respect of Indebtedness that refinances all of thethen outstanding Notes);

(b) At any time that any of Parent’s Subsidiaries (other than Office Space Limited(so long as it is an Immaterial Subsidiary)) are Unrestricted Subsidiaries, then the quarterly and annualfinancial information required by clause (a) of this Section 5.1 will include a reasonably detailedpresentation, either on the face of the financial statements or in the footnotes thereto, in “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” or other comparable section,of the financial condition and results of operations of Parent and the Restricted Subsidiaries separate fromthe financial condition and results of operations of the Unrestricted Subsidiaries of Parent;

(c) All financial statements shall be prepared in accordance with IFRS (as in effectfrom time to time) or generally accepted accounting principles in the United States. Except as providedfor in the preceding sentence, no report need include separate financial statements for Parent orSubsidiaries of Parent or any disclosure with respect to the results of operations or any other financial orstatistical disclosure not of a type included in the Offering Memorandum;

(d) Simultaneously with the delivery of the reports referred to in clauses (a)(i) and(a)(ii) above, Parent shall deliver to the Administrative Agent a certificate of an Officer of Parent statingwhether any Default exists on the date of such certificate and, if any Default then exists, setting forth thedetails thereof and the actions which Parent is taking or proposes to take with respect thereto; and

(e) within five days after any executive Officer of Parent obtains knowledge of anyDefault, if such Default is then continuing, Parent shall deliver to the Administrative Agent a certificate ofan Officer of Parent setting forth the details thereof and the action which Parent is taking or proposes totake with respect thereto.

5.2. Conduct of Business and Maintenance of Existence. Parent will, and will causeits Restricted Subsidiaries to, (i) continue to engage in a Similar Business and (ii) preserve, renew andkeep in full force and effect (x) its corporate existence and (y) its rights, privileges, and franchisesnecessary or desirable in the normal conduct of business, in each case, except as otherwise permitted by

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this Agreement, and, in the case of clause (ii)(y), except to the extent failure to do so would notreasonably be expected to have a Material Adverse Effect.

5.3. Inspection of Property; Books and Records; Discussions. Parent will keep properbooks of record and account in which entries shall be made of all dealings and transactions in relation toits business and activities, to the extent required by IFRS or generally accepted accounting principles inthe United States; and, will permit (to the fullest extent permitted by applicable Requirements of Law)representatives of any Lender to discuss its affairs, finances and accounts with its officers and, uponreasonable prior notice to Parent, its independent public accountants, and to visit and inspect itsproperties, and its books and records, all at reasonable times during normal business hours and uponreasonable prior notice; provided that (i) unless an Event of Default shall have occurred and becontinuing, such visits and inspections shall be limited to once per Lender in each calendar year and suchinspecting Lender shall be responsible for its own costs and expenses and (ii) in respect of any suchdiscussions with any independent public accountants, Parent shall have received reasonable advancenotice thereof and a reasonable opportunity to participate therein.

5.4. Compliance with Laws. Parent and its Restricted Subsidiaries will comply in allmaterial respects with all applicable laws, ordinances, rules, regulations, and requirements ofGovernmental Authorities, except (x) where the necessity of compliance therewith is contested in goodfaith by appropriate proceedings or (y) failure to so comply would not reasonably be expected to have aMaterial Adverse Effect.

5.5. Taxes. Parent will pay and discharge, and will cause each Restricted Subsidiaryto pay and discharge, all material Taxes imposed upon it or upon its income or profits, or upon anyproperties belonging to it, prior to the date on which material penalties attach thereto, and all lawfulmaterial claims that, if unpaid, could reasonably be expected to become a material Lien (other than thoseLiens permitted pursuant to Section 6.6) upon any properties of Parent or any Restricted Subsidiary,provided that neither Parent nor any Restricted Subsidiary shall be required to pay any such Tax that isbeing contested in good faith and by proper proceedings if it has maintained adequate reserves (in thegood faith judgment of the management of such Person) with respect thereto in accordance with IFRS orgenerally accepted accounting principles in the United States and the failure to pay would not reasonablybe expected to result in a Material Adverse Effect.

5.6. Further Assurances. Parent will, and will cause the other Loan Parties to, executeany and all further documents and instruments, and take all further actions, that may be required oradvisable under applicable law or that the Administrative Agent (or any Lender requesting through theAdministrative Agent) may reasonably request, in order to effectuate the transactions contemplated by theLoan Documents and create, grant, establish, preserve, protect and perfect the validity, perfection andpriority of the Liens and security interests created or intended to be created by the Luxembourg PledgeAgreements.

SECTION 6. NEGATIVE COVENANTS

6.1. Limitation on Restricted Payments.

(a) Parent shall not, and shall not permit any of the Restricted Subsidiaries to,directly or indirectly:

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(i) declare or pay any dividend or make any payment or distribution onaccount of Parent’s, or any of the Restricted Subsidiaries’, Equity Interests, including anydividend or distribution payable in connection with any merger, consolidation or amalgamation,other than:

(A) dividends, payments or distributions (including by incorporationof reserves into the share capital) by Parent payable solely in Equity Interests(other than Disqualified Stock) of Parent; or

(B) dividends, payments or distributions by a Restricted Subsidiaryso long as, in the case of any dividend, payment or distribution payable on or inrespect of any class or series of securities issued by a Restricted Subsidiary otherthan a Wholly-Owned Subsidiary of Parent, Parent or a Restricted Subsidiaryreceives at least its pro rata share of such dividend or distribution in accordancewith its Equity Interests in such class or series of securities;

(ii) purchase, redeem, defease or otherwise acquire or retire for value anyEquity Interests of Parent or any Parent Entity, including in connection with any merger,consolidation or amalgamation;

(iii) make any principal payment on, or redeem, repurchase, defease orotherwise acquire or retire for value, in each case, prior to any scheduled repayment, sinking fundpayment or maturity, any Subordinated Indebtedness of the Parent or any Guarantor, other than:

(A) Indebtedness permitted under clauses (vii) and (viii) of Section6.3(b);

(B) the purchase, repurchase or other acquisition of SubordinatedIndebtedness purchased in anticipation of satisfying a sinking fund obligation,principal installment or final maturity, in each case due within one year of thedate of purchase, repurchase or acquisition; or

(iv) make any Restricted Investment

(all such payments and other actions set forth in clauses (i) through (iv) (other than any exception thereto)above being collectively referred to as “Restricted Payments”), unless, at the time of such RestrictedPayment:

(i) no Default shall have occurred and be continuing or would occur as aconsequence thereof;

(ii) immediately after giving effect to such transaction on a pro forma basis,(x) in the case of any Restricted Payments by the Parent or any of its Restricted Subsidiaries(other than Holdings and its Restricted Subsidiaries), the Parent could incur €1.00 of additionalIndebtedness under Section 6.3(a)(i) and (y) in the case of any Restricted Payments by Holdingsor any of its Restricted Subsidiaries, Holdings could incur €1.00 of additional Indebtedness underSection 6.3(a)(ii); and

(iii) such Restricted Payment, together with the aggregate amount of all otherRestricted Payments made by Parent and the Restricted Subsidiaries after the Start Date(including Restricted Payments made pursuant to clauses (i), (viii) and (xiii) of Section 6.1(b), but

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excluding all other Restricted Payments permitted by Section 6.1(b)), is less than the sum of(without duplication):

(A) 50% of the Consolidated Net Income of Parent for the period(taken as one accounting period) beginning on the first day of the fiscal quartercommencing prior to the Start Date to the end of Parent’s most recently endedfiscal quarter for which internal financial statements are available at the time ofsuch Restricted Payment, or, in the case such Consolidated Net Income for suchperiod is a deficit, minus 100% of such deficit; plus

(B) 100% of the aggregate net cash proceeds and the fair marketvalue, as determined in good faith by the Board of Directors of Parent, ofmarketable securities or other property received by Parent since immediatelyafter the Start Date (other than net cash proceeds to the extent such net cashproceeds (i) have been used to incur Indebtedness, Disqualified Stock orPreferred Stock pursuant to clause (xii)(a) of Section 6.3(b) or (ii) have been usedto make Restricted Payments pursuant to clause (ii) of Section 6.1(b)) from theissue or sale of:

(i) (A) Equity Interests of Parent, excluding cash proceedsand the fair market value, as determined in good faith by the Board of Directorsof Parent, of marketable securities or other property received from the sale of:

(x) Equity Interests to any current, future or formeremployee, director or consultant of Parent, any Parent Entity or any ofParent’s Subsidiaries after the Start Date to the extent such amounts havebeen applied to Restricted Payments made in accordance with clause (iv)of Section 6.1(b); and

(y) Designated Preferred Stock, and

(B) to the extent such net cash proceeds are actuallycontributed to Parent, Equity Interests of Parent Entities (excludingcontributions of the proceeds from the sale of Designated Preferred Stockof such companies or contributions to the extent such amounts have beenapplied to Restricted Payments made in accordance with clause (iv) ofSection 6.1(b)); or

(ii) Indebtedness of Parent that has been converted into orexchanged for such Equity Interests of Parent;

provided, however, that this clause (B) shall not include theproceeds from (X) Equity Interests or convertible debt securities of Parent sold toa Restricted Subsidiary, (Y) Disqualified Stock or Indebtedness that has beenconverted into Disqualified Stock or (Z) Excluded Contributions; plus

(C) 100% of the aggregate amount of cash and the fair market value,as determined in good faith by the Board of Directors of Parent, of marketablesecurities or other property contributed to the capital (other than DisqualifiedStock) of Parent following the Start Date (other than net cash proceeds to theextent such net cash proceeds (i) have been used to incur Indebtedness,

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Disqualified Stock or Preferred Stock pursuant to clause (xii)(a) of Section6.3(b), (ii) have been used to make Restricted Payments pursuant to clause (ii) ofSection 6.1(b), (iii) are contributed by a Restricted Subsidiary or (iv) constituteExcluded Contributions); plus

(D) 100% of the aggregate amount received in cash and the fairmarket value, as determined in good faith by the Board of Directors of Parent, ofmarketable securities or other property received by means of:

(i) the sale or other disposition (other than to Parent or aRestricted Subsidiary) of Restricted Investments made by Parent or the RestrictedSubsidiaries and repurchases and redemptions of such Restricted Investmentsfrom Parent or the Restricted Subsidiaries and repayments of loans or advances,and releases of guarantees, which constitute Restricted Investments made byParent or the Restricted Subsidiaries, in each case, after the Start Date; or

(ii) the sale (other than to Parent or a Restricted Subsidiary)of the stock of an Unrestricted Subsidiary or a distribution from an UnrestrictedSubsidiary (other than in each case to the extent such Investment constituted aPermitted Investment or a Restricted Payment made pursuant to clause (x) ofSection 6.1(b)) or a dividend from an Unrestricted Subsidiary after the StartDate; plus

(E) in the case of the redesignation of an Unrestricted Subsidiary asa Restricted Subsidiary after the Effective Date, the fair market value of theInvestment in such Unrestricted Subsidiary, as determined by the Board ofDirectors of Parent in good faith and if such fair market value exceeds€35,000,000, such fair market value shall be evidenced by a resolution of theBoard of Directors of Parent making such determination, at the time of theredesignation of such Unrestricted Subsidiary as a Restricted Subsidiary otherthan to the extent such Investment constituted a Permitted Investment or aRestricted Payment made pursuant to clause (x) of Section 6.1(b)).

(b) The foregoing provisions of Section 6.1(a) shall not prohibit:

(i) the payment of any dividend or other distribution or the consummationof any irrevocable redemption within 60 days after the date of declaration of the dividend orgiving of the redemption notice, as the case may be, if at the date of declaration or notice, thedividend or redemption payment would have complied with the provisions of this Agreement(assuming, in the case of a redemption payment, the giving of the notice of such redemptionpayment would have been deemed to be a Restricted Payment at such time);

(ii) the redemption, repurchase, retirement or other acquisition of any EquityInterests or Subordinated Indebtedness of Parent or any Equity Interests of any Parent Entity, inexchange for, or out of the proceeds of the substantially concurrent sale (other than to Parent or aRestricted Subsidiary) of, Equity Interests of Parent or any Parent Entity to the extent contributedto Parent (in each case, other than any Disqualified Stock or, except in the case of a redemption,repurchase, retirement or other acquisition of Subordinated Indebtedness, Designated PreferredStock);

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(iii) the redemption, defeasance, repurchase or other acquisition or retirementof (i) Subordinated Indebtedness of the Parent or a Subsidiary Guarantor, if any, made byexchange for, or out of the proceeds of a sale made within 90 days of, new Indebtedness of theParent or a Subsidiary Guarantor, if any, as the case may be, or (ii) Disqualified Stock of theBorrower or a Subsidiary Guarantor, if any, made by exchange for, or out of the proceeds of asale made within 90 days of, Disqualified Stock of the Parent or a Subsidiary Guarantor, if any,that, in each case, is incurred in compliance with Section 6.3 so long as:

(A) the principal amount (or accreted value, if applicable) of suchnew Indebtedness or the liquidation preference of such new Disqualified Stockdoes not exceed the principal amount of (or accreted value, if applicable), plusany accrued and unpaid interest on, the Subordinated Indebtedness or theliquidation preference of, plus any accrued and unpaid dividends on, theDisqualified Stock being so defeased, redeemed, repurchased, exchanged,acquired or retired for value, plus the amount of any reasonable premium(including reasonable tender premiums), defeasance costs and any reasonablefees and expenses incurred in connection with the issuance of such newIndebtedness or Disqualified Stock;

(B) such new Indebtedness is subordinated to the Loans or theapplicable Guarantee at least to the same extent as such SubordinatedIndebtedness so purchased, defeased, exchanged, redeemed, repurchased,acquired or retired for value;

(C) such new Indebtedness or Disqualified Stock has a finalscheduled maturity date equal to or later than the final scheduled maturity date ofthe Subordinated Indebtedness or Disqualified Stock being so purchased,defeased, redeemed, repurchased, exchanged, acquired or retired; and

(D) such new Indebtedness or Disqualified Stock has a WeightedAverage Life to Maturity equal to or greater than the remaining WeightedAverage Life to Maturity of the Subordinated Indebtedness or Disqualified Stockbeing so purchased, defeased, redeemed, repurchased, exchanged, acquired orretired;

(iv) a Restricted Payment to pay for the repurchase, retirement or otheracquisition or retirement for value of Equity Interests (other than Disqualified Stock) of Parent orany Parent Entity held by any future, present or former employee, director or consultant of Parent,any of its Subsidiaries or any Parent Entity pursuant to any management equity plan or stockoption plan or any other management or employee benefit plan or agreement, or any stocksubscription or shareholder agreement, including any Equity Interests rolled over by managementof Parent or any Parent Entity in connection with the Transactions; provided, however, that theaggregate Restricted Payments made under this clause (iv) do not exceed in any calendar year€15,000,000 (which shall increase to €20,000,000 subsequent to the consummation of anunderwritten public Equity Offering by Parent or any Parent Entity) with unused amounts in anycalendar year being carried over to succeeding calendar years; provided that the RestrictedPayments made under this clause (iv) do not exceed €40,000,000 in any calendar year; providedfurther that such amount in any calendar year may be increased by an amount not to exceed:

(A) the cash proceeds from the sale of Equity Interests (other thanDisqualified Stock and Designated Preferred Stock) of Parent and, to the extent

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contributed to Parent, the cash proceeds from the sale of Equity Interests of anyParent Entity, in each case to any future, present or former employees, directorsor consultants of Parent, any of its Subsidiaries or any Parent Entity that occursafter the Start Date, to the extent the cash proceeds from the sale of such EquityInterests have not otherwise been applied to the payment of Restricted Paymentsby virtue of clause (iii) of Section 6.1(a); plus

(B) the cash proceeds of key man life insurance policies received byParent or the Restricted Subsidiaries after the Start Date; less

(C) the amount of any Restricted Payments previously made with thecash proceeds described in clauses (A) and (B) of this clause (iv);

(v) the declaration and payment of dividends to holders of any class or seriesof Disqualified Stock of Parent or any of its Restricted Subsidiaries or any class or series ofPreferred Stock of any Restricted Subsidiary, in each case issued in accordance with Section 6.3to the extent such dividends are included in the definition of “Fixed Charges”;

(vi) (A) the declaration and payment of dividends to holders of any class orseries of Designated Preferred Stock (other than Disqualified Stock) issued by Parent or any of itsRestricted Subsidiaries after the Start Date; provided that the amount of dividends paid pursuantto this clause (a) shall not exceed the aggregate amount of cash actually received by Parent or theRestricted Subsidiaries from the sale of such Designated Preferred Stock; or

(B) the declaration and payment of dividends to a Parent Entity, theproceeds of which will be used to fund the payment of dividends to holders ofany class or series of Designated Preferred Stock (other than Disqualified Stock)of such Parent Entity issued after the Start Date, provided that the amount ofdividends paid pursuant to this clause (b) shall not exceed the aggregate amountof cash actually contributed to Parent from the sale of such Designated PreferredStock;

(vii) payments made by Parent or any Restricted Subsidiary in respect ofwithholding or similar taxes payable upon exercise of Equity Interests by any future, present orformer employee, director or consultant and repurchases of Equity Interests deemed to occurupon exercise of stock options or warrants if such Equity Interests represent a portion of theexercise price of such options or warrants;

(viii) the declaration and payment of dividends on Parent’s common equity (orthe payment of dividends to any Parent Entity to fund a payment of dividends on such company’scommon equity), following consummation of the first public offering of Parent’s common equityor the common equity of any Parent Entity after the Start Date, of up to 6% per annum on the netcash proceeds received by or contributed to Parent in or from any such public offering, other thanpublic offerings with respect to Parent’s common equity registered on Form F-8 and other thanany public sale constituting an Excluded Contribution;

(ix) Restricted Payments in an amount equal to the unused amount ofExcluded Contributions previously received;

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(x) other Restricted Payments in an aggregate amount taken together with allother Restricted Payments made pursuant to this clause (x) not to exceed €50,000,000 at any onetime outstanding;

(xi) distributions or payments of Receivables Fees;

(xii) any Restricted Payment made in connection with the Transactions andthe fees and expenses related thereto or used to fund amounts owed to Affiliates (includingdividends to any Parent Entity to permit payment by such entity of such amount), in each case inconnection with the Transactions, to the extent permitted by Section 6.5;

(xiii) the repurchase, redemption, defeasance or other acquisition or retirementfor value of any Subordinated Indebtedness in accordance with provisions similar to thosedescribed under Section 6.4; provided that all Loans tendered by Lenders in connection with anAsset Sale Offer have been repurchased, redeemed, acquired or retired for value;

(xiv) the declaration and payment of dividends by Parent to, or the making ofloans to, any Parent Entity in amounts required for any Parent Entity to pay, in each case withoutduplication,

(A) franchise and excise taxes and other fees, taxes and expensesrequired to maintain their corporate existence;

(B) foreign, federal, state and local income and similar taxes, to theextent such income taxes are attributable to the income, revenue, receipts, capitalor margin of Parent and the Restricted Subsidiaries and, to the extent of theamount actually received from Parent’s Unrestricted Subsidiaries, in amountsrequired to pay such taxes to the extent attributable to the income of suchUnrestricted Subsidiaries; provided that in each case the amount of suchpayments in any fiscal year does not exceed the amount that Parent, theRestricted Subsidiaries and Parent’s Unrestricted Subsidiaries (to the extentdescribed above) would be required to pay in respect of foreign, federal, state andlocal taxes for such fiscal year had Parent, the Restricted Subsidiaries andParent’s Unrestricted Subsidiaries (to the extent described above) been astandalone taxpayer (separate from any such Parent Entity) for all fiscal yearsending after the Start Date;

(C) customary salary, bonus and other benefits payable to officers,employees and directors of any Parent Entity to the extent such salaries, bonusesand other benefits are attributable to the ownership or operation of Parent and theRestricted Subsidiaries, including Parent’s proportionate share of such amountsrelating to such Parent Entity being a public company;

(D) general corporate operating (including, without limitation,expenses related to auditing or other accounting matters) and overhead costs andexpenses of any Parent Entity to the extent such costs and expenses areattributable to the ownership or operation of Parent and the RestrictedSubsidiaries, including Parent’s proportionate share of such amounts relating tosuch Parent Entity being a public company;

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(E) fees and expenses related to any acquisition, disposition,recapitalization, Investment, asset sale, issuance or repayment of Indebtedness,issuance of Equity Interests, refinancing transaction or amendment ormodification of any debt instrument (in each case, including any such transactionconsummated prior to the Start Date and any such transaction undertaken but notcompleted) and any charges or non-recurring merger costs incurred during suchperiod as a result of any such transaction of such Parent Entity, if suchtransaction occurred on or after the Start Date and only to the extent suchtransaction is for the benefit of Parent or a Restricted Subsidiary;

(F) cash payments in lieu of issuing fractional shares in connectionwith the exercise of warrants, options or other securities convertible into orexchangeable for Equity Interests of any Parent Entity; and

(G) amounts that would be permitted to be paid by Parent underclauses (iii), (iv), (v) , (viii) and (xiii) of Section 6.5(b); provided that the amountof any dividend or distribution under this clause (xiv)(G) to permit any suchpayment shall reduce Consolidated Net Income of Parent to the extent, if any,that such payment would have reduced Consolidated Net Income of Parent ifsuch payment had been made directly by Parent and increase (or, withoutduplication of any reduction of Consolidated Net Income, decrease) EBITDA tothe extent, if any, that Consolidated Net Income is reduced under this clause(xiv)(G) and such payment would have been added back to (or, to the extentexcluded from Consolidated Net Income, would have been deducted from)EBITDA if such payment had been made directly by Parent, in each case, in theperiod such payment is made;

(xv) the repurchase, redemption, or other acquisition for value of EquityInterests of Parent deemed to occur in connection with paying cash in lieu of fractional shares ofsuch Equity Interests in connection with a share dividend, distribution, share split, reverse sharesplit, merger, consolidation, amalgamation or other business combination of Parent, in each case,permitted under this Agreement; and

(xvi) the distribution, by dividend or otherwise, of shares of Capital Stock of,or Indebtedness owed to, Parent or a Restricted Subsidiary by, Unrestricted Subsidiaries (otherthan Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents);

(xvii) any Restricted Payments to be made in connection with theReorganization Transactions;

provided, however, that at the time of, and after giving effect to, any Restricted Paymentpermitted under clauses (x) and (xvi) of this Section 6.1(b), no Default shall have occurred and becontinuing or would occur as a consequence thereof.

(c) Parent shall not permit any Unrestricted Subsidiary to become a RestrictedSubsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” Forpurposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstandingInvestments by Parent and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary sodesignated shall be deemed to be Restricted Payments in an amount determined as set forth in the lastsentence of the definition of “Investments.” Such designation shall be permitted only if a RestrictedPayment in such amount would be permitted at such time, whether pursuant to Section 6.1(a) or under

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clause (ix) or (x) of Section 6.1(b), or pursuant to the definition of “Permitted Investments,” and if suchSubsidiary otherwise meets the definition of an Unrestricted Subsidiary.

(d) For purposes of determining compliance with this Section 6.1 in the event that aRestricted Payment meets the criteria of more than one of the categories of Restricted Payments describedin clauses (i) through (xvii) of Section 6.1(b), or is permitted pursuant to Section 6.1(a), the Borrowershall be entitled to divide or classify such Restricted Payment (or portion thereof) on the date made orlater divide or reclassify such Restricted Payment (or portion thereof) in any manner that complies withthis Section 6.1.

(e) Notwithstanding the foregoing, (i) Parent shall not make any Restricted Paymentpursuant to Section 6.1(a) or (b) except as permitted by Section 6.1(b)(xvii), (ii) neither Parent nor any ofits Subsidiaries shall make any Investment in or make any Restricted Payment (except as permitted bySection 6.1(b)(xvii)) to any Parent Entity or any Affiliate of a Parent Entity other than (x) an Investmentin a Subsidiary of Parent and (y) an Investment in the form of accounts receivable by Holdings or any ofits Subsidiaries in a portfolio company of the Sponsor in the ordinary course of business and (iii) anyRestricted Payment made by Holdings pursuant to Section 6.1(a) or (b) shall be made pro rata to theowners of its Capital Stock based on the ownership of said Capital Stock.

6.2. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a) Parent shall not, and shall not permit any of the Restricted Subsidiaries that arenot Guarantors or the Borrower to, directly or indirectly, create or otherwise cause or suffer to exist orbecome effective any consensual encumbrance or consensual restriction on the ability of any suchRestricted Subsidiary to:

(i) (A) pay dividends or make any other distributions to Parent or any of itsRestricted Subsidiaries on its Capital Stock or with respect to any other interest or participationin, or measured by, its profits (it being understood that the priority of any Preferred Stock inreceiving dividends or liquidating distributions prior to dividends or liquidating distributionsbeing paid on common equity shall not be deemed a restriction on the ability to makedistributions on Capital Stock), or

(B) pay any Indebtedness owed to Parent or any of its RestrictedSubsidiaries;

(ii) make loans or advances to Parent or any of its Restricted Subsidiaries; or

(iii) sell, lease or transfer any of its properties or assets to Parent or any of itsRestricted Subsidiaries.

(b) The restrictions in Section 6.2(a) shall not apply to encumbrances or restrictionsexisting under or by reason of:

(i) (x) contractual encumbrances or restrictions in effect on the EffectiveDate, including pursuant to the Senior Credit Agreement and the related documentation andrelated Hedging Obligations and (y) this Agreement, if any;

(ii) the indentures governing the Notes, the Notes and the related guarantees;

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(iii) purchase money obligations for property acquired in the ordinary courseof business and Capitalized Lease Obligations that impose restrictions of the nature described inclause (iii) of Section 6.2(a) on the property so acquired;

(iv) applicable law or any applicable rule, regulation or order;

(v) any agreement or other instrument of a Person acquired by or merged,amalgamated or consolidated with or into Parent or any Restricted Subsidiary in existence at thetime of such acquisition or at the time it merges, amalgamates or consolidates with or into Parentor any Restricted Subsidiary or assumed in connection with the acquisition of assets from suchPerson (but, in each case, not created in contemplation thereof), which encumbrance or restrictionis not applicable to any Person, or the properties or assets of any Person, other than the Personand its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

(vi) contracts for the sale of assets, including customary restrictions withrespect to a Subsidiary of Parent pursuant to an agreement that has been entered into for the saleor disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(vii) Secured Indebtedness otherwise permitted to be incurred pursuant toSection 6.3 and Section 6.6 that limits the right of the debtor to dispose of the assets securingsuch Indebtedness;

(viii) restrictions on cash or other deposits or net worth imposed by customersunder contracts entered into in the ordinary course of business;

(ix) customary provisions in joint venture agreements or arrangements andother similar agreements or arrangements relating solely to such joint venture;

(x) customary provisions contained in leases, sub-leases, licenses, sub-licenses or similar agreements, including with respect to intellectual property and otheragreements, in each case entered into in the ordinary course of business;

(xi) restrictions or conditions contained in any trading, netting, operating,construction, service, supply, purchase, sale or other agreement to which Parent or any of itsRestricted Subsidiaries is a party entered into in the ordinary course of business; provided thatsuch agreement prohibits the encumbrance of solely the property or assets of Parent or suchRestricted Subsidiary that are the subject of such agreement, the payment rights arisingthereunder or the proceeds thereof and does not extend to any other asset or property of Parent orsuch Restricted Subsidiary or the assets or property of another Restricted Subsidiary;

(xii) any encumbrance or restriction with respect to a Restricted Subsidiarywhich was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement thatsuch Subsidiary is a party to or entered into before the date on which such Subsidiary became aRestricted Subsidiary; provided that such agreement was not entered into in anticipation of anUnrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance orrestriction does not extend to any assets or property of Parent or any other Restricted Subsidiaryother than the assets and property of such Subsidiary;

(xiii) other Indebtedness, Disqualified Stock or Preferred Stock permitted to beincurred subsequent to the Start Date pursuant to the provisions of Section 6.3; provided that,either (A) the provisions relating to such encumbrance or restriction contained in such

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Indebtedness are no less favorable to the Parent, taken as a whole, as determined by the Parent ingood faith, than the provisions contained in the Senior Credit Agreement or in any of theindentures governing the Notes, in each case, as in effect on the Effective Date or (B) in the goodfaith judgment of Parent, the encumbrances and restrictions contained therein will not materiallyimpair the Borrower’s ability to make payments of principal under the Loans when due;

(xiv) restrictions created in connection with any Receivables Facility that, inthe good faith determination of Parent, are necessary or advisable to effect such ReceivablesFacility; and

(xv) any encumbrances or restrictions of the type referred to in clauses (i), (ii)and (iii) of Section 6.2(a) imposed by any amendments, modifications, restatements, renewals,increases, supplements, refundings, replacements or refinancings of the contracts, instruments orobligations referred to in clauses (i) through (xiv) of this Section 6.2(b); provided that suchamendments, modifications, restatements, renewals, increases, supplements, refundings,replacements or refinancings are, in the good faith judgment of Parent, not materially morerestrictive with respect to such encumbrance and other restrictions taken as a whole than thoseprior to such amendment, modification, restatement, renewal, increase, supplement, refunding,replacement or refinancing.

6.3. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock andPreferred Stock.

(a) Parent shall not, and shall not permit any of the Restricted Subsidiaries to,directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectlyliable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect toany Indebtedness (including Acquired Indebtedness) and Parent shall not issue any shares of DisqualifiedStock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock orPreferred Stock; provided, however, that (i) Parent may incur Indebtedness (including AcquiredIndebtedness) and issue shares of Disqualified Stock, and any of its Restricted Subsidiaries (other thanHoldings and its Restricted Subsidiaries) may incur Indebtedness (including Acquired Indebtedness),issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge CoverageRatio on a consolidated basis for Parent’s and its Restricted Subsidiaries’ most recently ended four fiscalquarters for which internal financial statements are available immediately preceding the date on whichsuch additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued wouldhave been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of thenet proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock orPreferred Stock had been issued, as the case may be, and the application of proceeds therefrom hadoccurred, at the beginning of such four quarter period and (ii) Holdings may incur Indebtedness(including Acquired Indebtedness) and issue shares of Disqualified Stock and issue shares of PreferredStock, and any of its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness),issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge CoverageRatio on a consolidated basis for Holdings’ and its Restricted Subsidiaries’ most recently ended fourfiscal quarters for which internal financial statements are available immediately preceding the date onwhich such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issuedwould have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma applicationof the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the DisqualifiedStock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefromhad occurred, at the beginning of such four quarter period.

(b) The provisions of Section 6.3(a) shall not apply to:

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(i) the incurrence of Indebtedness under Credit Facilities by Parent or any ofits Restricted Subsidiaries and the issuance or creation of letters of credit, indemnities,guarantees, exposure transmittal memoranda, bankers’ acceptances and similar forms of creditsupport issued or created thereunder (with letters of credit, indemnities, guarantees, exposuretransmittal memoranda, bankers’ acceptances and similar forms of credit support being deemed tohave a principal amount equal to the face amount thereof), up to an aggregate principal amountoutstanding under this clause (i) at any one time not to exceed the greater of (x) $1,300,000,000and (y) the Borrowing Base as of the date of such incurrence;

(ii) Indebtedness under this Agreement or any other Loan Document;

(iii) Indebtedness of Parent and the Restricted Subsidiaries in existence on theEffective Date, including the Notes and any guarantees thereof (other than Indebtednessdescribed in clauses (i) and (ii) of this Section 6.3(b));

(iv) Indebtedness (including Capitalized Lease Obligations), DisqualifiedStock and Preferred Stock incurred by Parent or any of its Restricted Subsidiaries, to finance thepurchase, lease, construction, installation or improvement of property (real or personal),equipment or other asset that is used or useful in a Similar Business, whether through the directpurchase of assets or the Capital Stock of any Person owning such assets; provided that theaggregate amount of Indebtedness, Disqualified Stock and Preferred Stock incurred or issued andoutstanding pursuant to this clause (iv), when aggregated with the outstanding amount ofIndebtedness under clause (xiii) incurred to refinance Indebtedness, Disqualified Stock orPreferred Stock initially incurred in reliance on this clause (iv), does not exceed the greater of (x)€100,000,000 and (y) 3.0% of Total Assets at any one time outstanding;

(v) Indebtedness incurred by Parent or any of its Restricted Subsidiariesconstituting reimbursement obligations with respect to bankers’ acceptances, bank guarantees,letters of credit, warehouse receipts or similar facilities entered into in the ordinary course ofbusiness, including letters of credit in respect of workers’ compensation claims, performance orsurety bonds, health, disability or other employee benefits or property, casualty or liabilityinsurance or self-insurance or other Indebtedness with respect to reimbursement type obligationsregarding workers’ compensation claims, performance or surety bonds, health, disability or otheremployee benefits or property, casualty or liability insurance or self-insurance; provided,however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness,such obligations are reimbursed within 30 days following such drawing or incurrence;

(vi) Indebtedness arising from agreements of Parent or the RestrictedSubsidiaries providing for indemnification, adjustment of purchase price, earnout or similarobligations, in each case, incurred or assumed in connection with the disposition of any business,assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring allor any portion of such business, assets or a Subsidiary for the purpose of financing suchacquisition; provided, however, that the maximum assumable liability in respect of all suchIndebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fairmarket value of such non-cash proceeds being measured at the time received and without givingeffect to any subsequent changes in value) actually received by Parent and the RestrictedSubsidiaries in connection with such disposition;

(vii) Indebtedness of Parent to a Restricted Subsidiary; provided that any suchIndebtedness owing to a Restricted Subsidiary that is not the Borrower or a Subsidiary Guarantor,if any, is expressly subordinated in right of payment to the Guarantee of Parent; provided, further,

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that any subsequent issuance or transfer of any Capital Stock or any other event which results inany such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequenttransfer of any such Indebtedness (except to Parent or another Restricted Subsidiary or any pledgeof such Indebtedness constituting a Permitted Lien (but not foreclosure thereon)) shall be deemed,in each case, to be an incurrence of such Indebtedness not permitted by this clause (vii);

(viii) Indebtedness of a Restricted Subsidiary owing to Parent or anotherRestricted Subsidiary; provided that if the Borrower or a Subsidiary Guarantor, if any, incurs suchIndebtedness owing to a Restricted Subsidiary that is not the Borrower or a Subsidiary Guarantor,if any, and if such Indebtedness is not in respect of accounts payable incurred in connection withgoods sold or services rendered in the ordinary course of business, such Indebtedness shall beexpressly subordinated in right of payment to the Loans or the Guarantee of the Loans of suchGuarantor, as the case may be; provided, further, that any subsequent transfer of any suchIndebtedness (except to Parent or another Restricted Subsidiary or any pledge of suchIndebtedness constituting a Permitted Lien (but not foreclosure thereon)) shall be deemed, in eachcase, to be an incurrence of such Indebtedness not permitted by this clause (viii);

(ix) shares of Preferred Stock (other than Disqualified Stock) of a RestrictedSubsidiary issued to Parent or another Restricted Subsidiary; provided that any subsequentissuance or transfer of any Capital Stock or any other event which results in any such RestrictedSubsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any suchshares of Preferred Stock (except to Parent or another of the Restricted Subsidiaries or any pledgeof such Preferred Stock constituting a Permitted Lien (but not foreclosure thereon)) shall bedeemed in each case to be an issuance of such shares of Preferred Stock not permitted by thisclause (ix);

(x) Hedging Obligations (excluding Hedging Obligations entered into forspeculative purposes);

(xi) obligations in respect of self-insurance and obligations in respect ofperformance, bid, appeal and surety bonds and performance and completion guarantees andsimilar obligations provided by Parent or any of its Restricted Subsidiaries or obligations inrespect of letters of credit, bank guarantees or similar instruments related thereto, in each case inthe ordinary course of business;

(xii) (a) Indebtedness or Disqualified Stock of Parent and Indebtedness,Disqualified Stock or other Preferred Stock of any Restricted Subsidiary in an aggregate principalamount or liquidation preference up to 100.0% of the net cash proceeds received by Parent sinceimmediately after the Start Date from the issue or sale of Equity Interests of Parent or cashcontributed to the capital of Parent (in each case, other than Excluded Contributions or proceedsof Disqualified Stock or Designated Preferred Stock or sales of Equity Interests to any Subsidiaryof Parent) as determined in accordance with clauses (iii)(B) and (iii)(C) of Section 6.1(a) to theextent such net cash proceeds or cash have not been applied pursuant to such clauses to makeRestricted Payments or to make other Investments, payments or exchanges pursuant to Section6.1(b) or to make Permitted Investments (other than Permitted Investments specified in clauses(1), (2) and (3) of the definition thereof) and (b) Indebtedness or Disqualified Stock of Parent andIndebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary not otherwisepermitted hereunder in an aggregate principal amount or liquidation preference, which, whenaggregated with the principal amount and liquidation preference of all other Indebtedness,Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause(xii)(b), does not at any one time outstanding exceed €100,000,000 (it being understood that any

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Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (xii)(b) shallcease to be deemed incurred or outstanding for purposes of this clause (xii)(b) but shall bedeemed incurred pursuant to Section 6.3(a) from and after the first date on which Parent or suchRestricted Subsidiary could have incurred such Indebtedness, or issued such Disqualified Stockor Preferred Stock under Section 6.3(a) without reliance on this clause (xii)(b));

(xiii) the incurrence by Parent or any Restricted Subsidiary of Indebtedness orthe issuance by Parent or any Restricted Subsidiary of Disqualified Stock or other Preferred Stockwhich serves to refund, refinance, replace, renew, extend or defease any Indebtedness,Disqualified Stock or other Preferred Stock incurred as permitted under Section 6.3(a) andclauses (ii), (iii), (iv) and (xii)(a) of this Section 6.3(b), this clause (xiii) and clauses (xiv) and(xxi) of this Section 6.3(b) or any Indebtedness, Disqualified Stock or Preferred Stock issued toso refund, refinance, replace, renew, extend or defease such Indebtedness, Disqualified Stock orPreferred Stock, including additional Indebtedness, Disqualified Stock or Preferred Stockincurred to pay premiums (including reasonable tender premiums), defeasance costs and fees inconnection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided,however, that such Refinancing Indebtedness:

(A) has a Weighted Average Life to Maturity at the time suchRefinancing Indebtedness is incurred which is not less than the remainingWeighted Average Life to Maturity of the Indebtedness, Disqualified Stock orPreferred Stock being refunded, refinanced, replaced, renewed, extended ordefeased,

(B) to the extent such Refinancing Indebtedness, refunds, refinances,replaces, renews, extends or defeases (i) Indebtedness subordinated or pari passu(without giving effect to security interests) to the Loans or any Guaranteethereof, such Refinancing Indebtedness is subordinated or pari passu (withoutgiving effect to security interests) to the same extent as the Indebtedness beingrefunded, refinanced, replaced, renewed, extended or defeased or (ii)Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must beDisqualified Stock or Preferred Stock, respectively, and

(C) shall not include:

(i) Indebtedness, Disqualified Stock or Preferred Stock of aRestricted Subsidiary that is not a Subsidiary Guarantor, if any,or the Borrower that refinances Indebtedness, Disqualified Stockor Preferred Stock of the Borrower;

(ii) Indebtedness, Disqualified Stock or Preferred Stock of aRestricted Subsidiary that is not a Subsidiary Guarantor, if any,or the Borrower that refinances Indebtedness, Disqualified Stockor Preferred Stock of a Subsidiary Guarantor, if any; or

(iii) Indebtedness, Disqualified Stock or Preferred Stock ofParent or a Restricted Subsidiary that refinances Indebtedness,Disqualified Stock or Preferred Stock of an UnrestrictedSubsidiary;

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and provided further that subclause (A) of this clause (xiii) shall not apply to anyrefunding, refinancing, replacement, renewal, extension or defeasance of anySecured Indebtedness constituting Other Pari Passu Indebtedness;

(xiv) Indebtedness, Disqualified Stock or Preferred Stock of (x) Parent or aRestricted Subsidiary incurred or issued to finance an acquisition or (y) Persons that are acquiredby Parent or any Restricted Subsidiary or merged into, amalgamated with or consolidated withParent or a Restricted Subsidiary in accordance with the terms of this Agreement; provided thatafter giving pro forma effect to such acquisition, amalgamation, merger or consolidation, either

(A) (x) in the case of Indebtedness of any of Parent’s RestrictedSubsidiaries other than Holdings and its Restricted Subsidiaries, Parent would bepermitted to incur at least €1.00 of additional Indebtedness pursuant to the FixedCharge Coverage Ratio test set forth in Section 6.3(a)(i) and (y) in the case ofIndebtedness of Holdings or any of Holdings’ Restricted Subsidiaries, Holdingswould be permitted to incur at least €1.00 of additional Indebtedness pursuant tothe Fixed Charge Coverage Ratio test set forth in Section 6.3(a)(ii), or

(B) (x) in the case of Indebtedness of any of Parent’s RestrictedSubsidiaries other than Holdings and its Restricted Subsidiaries, the FixedCharge Coverage Ratio of Parent and its Restricted Subsidiaries is greater than orequal to such Fixed Charge Coverage Ratio immediately prior to suchacquisition, amalgamation, merger or consolidation and (y) in the case ofIndebtedness of Holdings or any of Holdings’ Restricted Subsidiaries, the FixedCharge Coverage Ratio of Holdings and its Restricted Subsidiaries is greater thanor equal to such Fixed Charge Coverage Ratio immediately prior to suchacquisition, amalgamation, merger or consolidation;

(xv) Indebtedness Incurred by a Receivables Subsidiary under a ReceivablesFacility;

(xvi) Indebtedness of Parent or any of its Restricted Subsidiaries supported bya letter of credit issued pursuant to Credit Facilities incurred pursuant to clause (i) of Section6.3(b), in a principal amount not in excess of the stated amount of such letter of credit;

(xvii) any guarantee by Parent or a Restricted Subsidiary of Indebtedness orother obligations of Parent or any Restricted Subsidiary so long as the incurrence of suchguaranteed Indebtedness or other obligation is permitted under the terms of this Agreement;

(xviii) Indebtedness of Parent or any of its Restricted Subsidiaries consisting of(i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supplyarrangements in each case, incurred in the ordinary course of business;

(xix) Indebtedness of Parent or any of its Restricted Subsidiaries undertaken inconnection with cash management and related activities, including netting services, automaticclearing house arrangements, employees’ credit or purchase cards, overdraft protections, otherbank products and similar arrangements, with respect to Parent, any Subsidiary or joint venture inthe ordinary course of business;

(xx) Indebtedness consisting of Indebtedness issued by Parent or any of itsRestricted Subsidiaries to future, current or former officers, directors and employees thereof, their

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respective estates, spouses or former spouses, in each case to finance the purchase or redemptionof Equity Interests of Parent or any Parent Entity to the extent described in clause (iv) of Section6.1(b);

(xxi) Indebtedness, Disqualified Stock or Preferred Stock of a RestrictedSubsidiary incurred to finance or assumed in connection with an acquisition in a principal amountnot to exceed the greater of (x) €37,500,000 and (y) 1.0% of Total Assets in the aggregate at anyone time outstanding together with all other outstanding Indebtedness, Disqualified Stock and/orPreferred Stock issued under this clause (xxi) and any outstanding Indebtedness under clause(xiii) incurred to refinance Indebtedness initially incurred in reliance on this clause (xxi) (it beingunderstood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to thisclause (xxi) shall cease to be deemed incurred or outstanding for purposes of this clause (xxi) butshall be deemed incurred pursuant to Section 6.3(a) from and after the first date on which suchRestricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or PreferredStock under Section 6.3(a) without reliance on this clause (xxi));

(xxii) Indebtedness consisting of Non-Recourse Debt of any Australian Non-Recourse Subsidiary; provided that the Indebtedness incurred under this clause (xx) at any onetime does not exceed €100,000,000.

(c) For purposes of determining compliance with this Section 6.3:

(i) in the event that an item of Indebtedness, Disqualified Stock or PreferredStock (or any portion thereof) meets the criteria of more than one of the categories of permittedIndebtedness, Disqualified Stock or Preferred Stock described in clauses (i) through (xx) ofSection 6.3(b) or is entitled to be incurred pursuant to Section 6.3(a), Parent, in its sole discretion,shall classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (orany portion thereof) and shall only be required to include the amount and type of suchIndebtedness, Disqualified Stock or Preferred Stock in one of the above clauses of Section 6.3(a)or (b); provided that all Indebtedness outstanding under the Senior Credit Agreement on the StartDate shall be treated as incurred on the Start Date under clause (i) of Section 6.3(b); and

(ii) subject to clause (i) above, at the time of incurrence, Parent shall beentitled to divide and classify an item of Indebtedness in more than one of the types ofIndebtedness described in Sections 6.3(a) and 6.3(b).

Accrual of interest or dividends, the accretion of accreted value, the accretion oramortization of original issue discount and the payment of interest or dividends in the form of additionalIndebtedness, Disqualified Stock or Preferred Stock shall not be deemed to be an incurrence ofIndebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 6.3. Any RefinancingIndebtedness and any Indebtedness incurred to refinance Indebtedness incurred pursuant to clauses (i) and(xii)(b) of Section 6.3(b) shall be deemed to include additional Indebtedness, Disqualified Stock orpreferred stock incurred to pay premiums (including reasonable tender premiums), defeasance costs, feesand expenses in connection with such refinancing.

For purposes of determining compliance with any Euro-denominated restriction on theincurrence of Indebtedness, the Euro-equivalent principal amount of Indebtedness denominated in aforeign currency shall be calculated based on the relevant currency exchange rate in effect on the datesuch Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolvingcredit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated ina foreign currency, and such refinancing would cause the applicable Euro-denominated restriction to be

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exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing,such Euro-denominated restriction shall be deemed not to have been exceeded so long as the principalamount of such refinancing Indebtedness does not exceed (i) the principal amount of such Indebtednessbeing refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums and other costsand expenses incurred in connection with such refinancing.

The principal amount of any Indebtedness incurred to refinance other Indebtedness, ifincurred in a different currency from the Indebtedness being refinanced, shall be calculated based on thecurrency exchange rate applicable to the currencies in which such respective Indebtedness is denominatedthat is in effect on the date of such refinancing.

Notwithstanding anything to the contrary, Parent shall not, and shall not permit theBorrower or any other Guarantor to, directly or indirectly, incur any Indebtedness (including AcquiredIndebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Borrower orsuch Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right ofpayment to the Loans or such Guarantor’s Guarantee to the extent and in the same manner as suchIndebtedness is subordinated to other Indebtedness of the Borrower or such Guarantor, as the case maybe.

Notwithstanding the foregoing, Parent and its Restricted Subsidiaries shall not incur anySecured Indebtedness under clause (i) of Section 6.3(b) to the extent the proceeds of such incurrence areapplied directly or indirectly to refund, refinance, replace, renew, extend or defease any Indebtednesswhich is not Secured Indebtedness.

(d) Notwithstanding the foregoing, none of Parent, the other Pledgors, the Borroweror any of Borrower’s Subsidiaries shall incur any Indebtedness for borrowed money (including, foravoidance of doubt, Capital Lease and purchase money obligations) or any Disqualified Stock except (i)the Loans and the Guarantees, (ii) in the case of Parent, the Proceeds Loans and (iii) Parent may incur aLien on the Equity Interests in WSI to secure the Senior Credit Agreement.

6.4. Asset Sales.

(I) (a) Parent shall not, and shall not permit any Restricted Subsidiary to, consummate,directly or indirectly, an Asset Sale, unless:

(1) Parent or such Restricted Subsidiary, as the case may be, receives considerationat the time of such Asset Sale at least equal to the fair market value (as determined in good faith by Parentat the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap or an involuntary disposition, atleast 75% of the consideration therefor received by Parent or such Restricted Subsidiary, as the case maybe, is in the form of cash, Cash Equivalents or Additional Assets, or any combination thereof.

(b) Within 395 days after the receipt of any Net Proceeds of any Asset Sale coveredby this clause (I), Parent or such Restricted Subsidiary, at its option, may apply the Net Proceeds fromsuch Asset Sale,

(1) to permanently reduce any Secured Indebtedness of the Borrower or a SubsidiaryGuarantor, if any, (and, in the case of revolving obligations, to correspondingly reduce commitments withrespect thereto), in each case other than Indebtedness owed to Parent or a Subsidiary of Parent;

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(2) to permanently repay or reduce Obligations and, at the option of the Borrower,obligations to holders of Other Pari Passu Indebtedness (and correspondingly reduce commitments withrespect thereto); provided that, to the extent the Borrower reduces such Other Pari Passu Indebtedness, theBorrower shall equally and ratably repay Obligations as provided under Section 2.4, through open-marketpurchases (to the extent such purchases are at or above 100% of the principal amount thereof) or bymaking an offer to all Lenders to purchase their Loans (each, an “Asset Sale Offer”) at 100% of theprincipal amount thereof (or a greater amount), plus the amount of accrued but unpaid interest, if any, onthe amount of Loans that would otherwise be prepaid; or

(3) to make (a) an Investment in any one or more businesses, provided that suchInvestment in any business is in the form of the acquisition of Capital Stock and results in Parent or aRestricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business suchthat it constitutes or continues to constitute a Restricted Subsidiary, (b) capital expenditures or (c)acquisitions of other assets that are, in each of (a), (b) and (c), used or useful in a Similar Business orreplace the businesses, properties and/or assets that are the subject of such Asset Sale (clauses (a), (b) and(c) together, the “Additional Assets”); or

(4) to permanently reduce Indebtedness of a Restricted Subsidiary that is not theBorrower or a Subsidiary Guarantor, if any, other than Indebtedness owed to the Borrower, a SubsidiaryGuarantor, if any, or a Restricted Subsidiary; provided that, if an offer to purchase any Indebtedness ofHoldings or any of its Subsidiaries is made in accordance with the terms of such Indebtedness, theobligation to permanently reduce Indebtedness of Holdings or such Subsidiary will be deemed to besatisfied to the extent of the amount of the offer, whether or not accepted by the holders thereof, and noExcess Proceeds in the amount of such offer will be deemed to exist following such offer.

provided that, in the case of clause (3) above, a binding commitment shall be treated as apermitted application of the Net Proceeds from the date of such commitment so long as Parent or suchRestricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceedsshall be applied to satisfy such commitment within 180 days of such commitment (an “AcceptableCommitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for anyreason before the Net Proceeds are applied in connection therewith, then such Net Proceeds shallconstitute Excess Proceeds unless Parent or such Restricted Subsidiary enters into another AcceptableCommitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided,further, that if any Second Commitment is later cancelled or terminated for any reason before such NetProceeds are applied, then such Net Proceeds shall constitute Excess Proceeds.

(c) Any Net Proceeds from the Asset Sales covered by this Section 6.4 that are notinvested or applied as provided and within the time period set forth in Section 6.4(I)(b) shall be deemed toconstitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds €50,000,000, theBorrower shall make an Asset Sale Offer to all Lenders, and, if required by the terms of any Other PariPassu Indebtedness, to the holders of such Other Pari Passu Indebtedness, to purchase the maximumaggregate principal amount of the Loans and such Other Pari Passu Indebtedness that is equal to $200,000or an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds at anoffer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaidinterest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forthin this Agreement. The Borrower shall commence an Asset Sale Offer with respect to Excess Proceedswithin ten Business Days after the date that Excess Proceeds exceed €50,000,000 by giving the noticerequired pursuant to the terms of this Agreement, with a copy to the Administrative Agent. The Borrowermay satisfy the foregoing obligation with respect to such Net Proceeds from an Asset Sale by making anAsset Sale Offer with respect to such Net Proceeds prior to the expiration of the Application Period.

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(d) To the extent that the aggregate amount of Loans and such Other Pari PassuIndebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Borrower mayuse any remaining Excess Proceeds for general corporate purposes, subject to the covenants contained inthis Agreement. If the aggregate principal amount of Loans and the Other Pari Passu Indebtednesssurrendered by such Lenders and holders thereof exceeds the amount of Excess Proceeds, the Borrowershall select the Loans and such Other Pari Passu Indebtedness to be purchased on a pro rata basis basedon the accreted value or principal amount of the Loans or such Other Pari Passu Indebtedness tendered.Upon such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

(II) Pending the final application of any Net Proceeds pursuant to this Section 6.4, the holderof such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding undera revolving credit facility (including under the Senior Credit Agreement) or otherwise invest such NetProceeds in any manner not prohibited by this Agreement.

(III) For purposes of this Section 6.4, the following are deemed to be cash or CashEquivalents:

(1) any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recentinternal balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of suchbalance sheet, such liabilities that would have been shown on Parent’s or such Restricted Subsidiary’smost recent internal balance sheet or in the footnotes thereto if such incurrence or accrual had taken placeon or prior to the date of such balance sheet, as determined in good faith by Parent) of Parent or anyRestricted Subsidiary, that are assumed by the transferee of any such assets (or are otherwise extinguishedin connection with the transactions relating to such Asset Sale) and for which Parent and all RestrictedSubsidiaries have been validly released by all applicable creditors in writing;

(2) any securities, notes, other assets or other obligations received by Parent or suchRestricted Subsidiary from such transferee that are converted by Parent or such Restricted Subsidiary intocash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 daysfollowing the closing of such Asset Sale; and

(3) any Designated Non-cash Consideration received by Parent or such RestrictedSubsidiary in such Asset Sale having an aggregate fair market value, taken together with all otherDesignated Non-cash Consideration received pursuant to this clause (3) that is at that time outstanding,not in excess of 5.0% of Total Assets at the time of the receipt of such Designated Non-cashConsideration, with the fair market value of each item of Designated Non-cash Consideration beingmeasured at the time received and without giving effect to subsequent changes in value.

Notwithstanding the foregoing, Parent shall not be permitted to sell or otherwise disposeof the Equity Interests it owns in WSI, except to transfer such Equity Interests to Holdings or a RestrictedSubsidiary of Holdings.

6.5. Transactions with Affiliates.

(a) Parent shall not, and shall not permit any of the Restricted Subsidiaries to, makeany payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, orpurchase any property or assets from, or enter into or make or amend any transaction, contract,agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of Parent(each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration inexcess of €15,000,000, unless:

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(i) such Affiliate Transaction is on terms that are not materially lessfavorable to Parent or the relevant Restricted Subsidiary than those that would have been obtainedin a comparable transaction by Parent or such Restricted Subsidiary with an unrelated Person onan arm’s-length basis;

(ii) Parent delivers to the Administrative Agent with respect to any AffiliateTransaction or series of related Affiliate Transactions involving aggregate payments orconsideration in excess of €35,000,000, a resolution adopted by a majority of the Board ofDirectors of Parent approving such Affiliate Transaction and set forth in an Officer’s Certificatecertifying that such Affiliate Transaction complies with clause (i) of this Section 6.5(a); and

(iii) with respect to any Affiliate Transaction or series of related AffiliateTransactions involving aggregate payments or consideration in excess of €50,000,000, Parentagrees it shall:

(A) notify the Lenders in writing of any such Affiliate Transaction orseries of related Affiliate Transactions pursuant to which any Group Memberintends to sell, transfer or otherwise dispose of (including by way of an issuanceof Equity Interests) to any Person which is not a Group Member any of its assets(a “Proposed Disposal”) no later than 30 days prior to entering into anycontractual agreement to effect any such Proposed Disposal; and

(B) in the notice referred to in sub-paragraph (A) above, offer inwriting to the Lenders the right to either (x) participate on a pro rata basis in anyauction or sale process to acquire the assets the subject of any such ProposedDisposal on the same terms as all other bidders thereto (the “Participation Right”)or (y) acquire the assets the subject of any such Proposed Disposal on the sameor better commercial terms (including without limitation as to price and thetiming for completion of such Proposed Disposal) as have been offered to anythird party (the “Pre-emption Right”).

If the Lenders accept the Parent’s offer with respect to the Participation Rightthen the Administrative Agent or such other designated agent of the Lenders shallparticipate in the auction or sales process on the same terms as all other biddersthereto. If the Lenders wish to accept the Parent’s offer with respect to the Pre-emption Right, the Administrative Agent or such other designated agent of theLenders shall notify the Borrower in writing of such acceptance no later than10 Business Days after the date on which offer is made by the Borrower.

(b) The provisions of Section 6.5(a) shall not apply to the following:

(i) transactions between or among Parent or any of its RestrictedSubsidiaries or any entity that becomes a Restricted Subsidiary as a result of such transaction;

(ii) Restricted Payments permitted by Section 6.1 and the definition of“Permitted Investments”;

(iii) the payment of management, consulting, monitoring and advisory fees(including payments made for any financial advisory, financing, underwriting or placementservices or in respect of other investment banking activities) and related expenses (includingindemnification and other similar agreements) to the Investor pursuant to the Investor Agreement

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(plus any unpaid management, consulting, monitoring, advisory and other fees and relatedexpenses (including indemnification and other similar amounts) accrued in any prior year) andthe termination fees pursuant to the Investor Agreement, in each case as in effect on the StartDate or any amendment thereto (so long as any such amendment is not disadvantageous in anymaterial respect, in the good faith judgment of the Board of Directors of Parent, to the Lenderswhen taken as a whole as compared to the Investor Agreement in effect on the Start Date);

(iv) the payment of indemnification and other similar amounts to the Investorand reimbursement of expenses of the Investor approved by, or pursuant to arrangementsapproved by, the Board of Directors of Parent;

(v) the payment of reasonable and customary fees and compensation paid to,and indemnities and reimbursements and employment and severance arrangements provided onbehalf of, or for the benefit of, former, current or future officers, directors, employees orconsultants of Parent, any of the Restricted Subsidiaries or any Parent Entity;

(vi) transactions in which Parent or any of its Restricted Subsidiaries, as thecase may be, delivers to the Administrative Agent a letter from an Independent Financial Advisorstating that such transaction is fair to Parent or such Restricted Subsidiary from a financial pointof view or stating that the terms are not less favorable in any material respect to Parent or itsrelevant Restricted Subsidiary than those that would have been obtained in a comparabletransaction by Parent or such Restricted Subsidiary with an unrelated Person on an arm’s-lengthbasis;

(vii) any agreement or arrangement as in effect as of the Start Date and setforth in the Offering Memorandum, or any amendment thereto (so long as any such amendment isnot disadvantageous in any material respect to the Lenders when taken as a whole as compared tothe applicable agreement or arrangement as in effect on the Start Date);

(viii) the existence of, or the performance by Parent or any of its RestrictedSubsidiaries of its obligations under the terms of, any stockholders agreement or the equivalent(including any registration rights agreement or purchase agreement related thereto) to which it isa party as of the Start Date and any similar agreements which it may enter into thereafter;provided, however, that the existence of, or the performance by Parent or any of its RestrictedSubsidiaries of obligations under any future amendment to any such existing agreement or underany similar agreement entered into after the Start Date shall only be permitted by this clause (viii)to the extent that the terms of any such amendment or new agreement are not otherwisedisadvantageous in any material respect to the Lenders when taken as a whole;

(ix) the Transactions and the payment of all fees and expenses related to theTransactions, in each case as expressly contemplated in the Offering Memorandum;

(x) transactions with customers, clients, suppliers or purchasers or sellers ofgoods or services that are Affiliates, in each case in the ordinary course of business and otherwisein compliance with the terms of this Agreement and which are fair to Parent and the RestrictedSubsidiaries, in the reasonable determination of the Board of Directors of Parent or the seniormanagement thereof, or are on terms at least as favorable as might reasonably have been obtainedat such time from an unaffiliated party;

(xi) the issuance or transfer of Equity Interests (other than DisqualifiedStock) of Parent to any Parent Entity or to any Permitted Holder or to any director, officer,

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employee or consultant (or their respective estates, investment funds, investment vehicles,spouses or former spouses) of Parent, any of Parent’s Subsidiaries or any Parent Entity and thegranting and performing of reasonable and customary registration rights;

(xii) sales of accounts receivable, or participations therein, in connection withany Receivables Facility;

(xiii) investments in securities of Parent or any of its Restricted Subsidiaries(and payment of reasonable out-of-pocket expenses incurred in connection therewith) so long as(i) the investment is being offered generally to other investors on the same or more favorableterms and (ii) the investment constitutes less than 5.0% of the proposed issue amount of suchclass of securities;

(xiv) payments or loans (or cancellation of loans) to employees, directors orconsultants of Parent, any of the Restricted Subsidiaries and employment agreements, stockoption plans and other similar arrangements with such employees, directors or consultants which,in each case, are approved by Parent in good faith;

(xv) payments to any future, current or former employee, director, officer orconsultant of Parent, any of its Subsidiaries or any Parent Entity pursuant to any managementequity plan or stock option plan or any other management or employee benefit plan or agreementor any stock subscription or shareholder agreement; and any employment agreements, stockoption plans and other compensatory arrangements (and any successor plans thereto) and anyhealth, disability and similar insurance or benefit plans or supplemental executive retirementbenefit plans or arrangements with any such employees, directors, officers or consultants that are,in each case, approved by Parent in good faith;

(xvi) transactions with a Person (other than an Unrestricted Subsidiary) that isan Affiliate of Parent solely because Parent owns any Equity Interest in, or controls, such Person;

(xvii) payments by Parent and their respective Subsidiaries pursuant to taxsharing agreements among Parent and their respective Subsidiaries; provided that in each case theamount of such payments in any fiscal year does not exceed the amount that Parent, theRestricted Subsidiaries and Parent Unrestricted Subsidiaries (to the extent of the amount receivedfrom Unrestricted Subsidiaries) would be required to pay in respect of foreign, federal, state andlocal taxes for such fiscal year had Parent, the Restricted Subsidiaries and Parent’s UnrestrictedSubsidiaries (to the extent described above) been a stand-alone taxpayer (separate from any suchParent Entity) for all fiscal years ending after the Start Date;

(xviii) any lease entered into between Parent or any Restricted Subsidiary, aslessee, and any Affiliate of Parent, as lessor, in the ordinary course of business;

(xix) intellectual property licenses in the ordinary course of business; and

(xx) the pledge of Equity Interests of such Unrestricted Subsidiary to suchlenders to support the Indebtedness of such Unrestricted Subsidiary owed to such lenders.

6.6. Liens.

Parent shall not, and shall not permit the Borrower or any Restricted Subsidiary that is aGuarantor to, directly or indirectly, create, incur or assume any Lien (each, a “Subject Lien”) that secures

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obligations under any Indebtedness (other than the Obligations) on any of its assets or property; providedthat (i) Subsidiary Guarantors may incur Permitted Liens and may incur other Liens if the Loans areequally and ratably secured with (or on a senior basis to, in the case such Subject Lien secures anySubordinated Indebtedness) the obligations secured by such Subject Lien and (ii) Parent may incurPermitted Liens on the Equity Interests in WSI owned by it to secure obligations under the Senior CreditAgreement.

Any Lien created for the benefit of the Lenders pursuant to this Section 6.6 shall provideby its terms that such Lien shall be automatically and unconditionally released and discharged upon therelease and discharge of the Subject Lien that gave rise to the obligation to so secure the Loans and theGuarantees.

6.7. Corporate Existence.

Except as otherwise permitted hereunder, Parent shall do or cause to be done all thingsnecessary to preserve and keep in full force and effect (i) its company existence, and the corporate,partnership, limited liability company or other existence of each of the Restricted Subsidiaries, inaccordance with the respective organizational documents (as the same may be amended, supplemented orotherwise modified from time to time) of Parent or any such Restricted Subsidiary and (ii) the rights(charter and statutory), licenses and franchises of Parent and the Restricted Subsidiaries; provided thatParent shall not be required to preserve any such right, license or franchise, or the corporate, partnership,limited liability company or other existence of any of the Restricted Subsidiaries (other than theBorrower), (x) if Parent in good faith shall determine that the preservation thereof is no longer desirablein the conduct of the business of Parent and the Restricted Subsidiaries, taken as a whole or (y) to theextent the failure to do so would not reasonably be expected to have a Material Adverse Effect.

6.8. [Intentionally Omitted].

6.9. Additional Guarantees.

Parent shall cause each Restricted Subsidiary (other than the Borrower and any ExcludedSubsidiary) that guarantees any Indebtedness of the Borrower or any Guarantor to, as promptly asreasonably practicable, execute and deliver to the Administrative Agent a document or instrument in aform reasonably satisfactory to the Administrative Agent pursuant to which such Restricted Subsidiarywill become a Guarantor (any such Restricted Subsidiary, a “Subsidiary Guarantor”).

Future Guarantees provided by Subsidiaries of Parent organized in jurisdictions otherthan Canada, the United States and the United Kingdom, and any political subdivision thereof may beLimited Guarantees if the Board of Directors of Parent or the senior management or Board of Directorsthereof or of any such Subsidiary, in consultation with local counsel, makes a reasonable determinationthat such limitations are required due to legal requirements within such jurisdiction.

6.10. Merger, Consolidation or Sale of All or Substantially All Assets.

(a) Neither Parent nor the Borrower shall consolidate, merge or amalgamate with orinto or wind up into (whether or not Parent or the Borrower is the surviving Person), or sell, assign,transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one ormore related transactions, to any Person unless:

(i) Parent or the Borrower, as the case may be, is the surviving Person or thePerson formed by or surviving any such consolidation, amalgamation or merger (if other than

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Parent or the Borrower) or to which such sale, assignment, transfer, lease, conveyance or otherdisposition will have been made is a Person organized or existing under the laws of Luxembourg,the United Kingdom, any other member state of the European Union, the United States, any statethereof or the District of Columbia or any territory thereof (such Person, as the case may be,being herein called the “Successor Company”);

(ii) the Successor Company, if other than Parent or the Borrower, expresslyassumes all the obligations of Parent or the Borrower, as the case may be, under this Agreementpursuant to documents or instruments in form reasonably satisfactory to the AdministrativeAgent;

(iii) immediately after such transaction, no Default exists;

(iv) immediately after giving pro forma effect to such transaction and anyrelated financing transactions, as if such transactions had occurred at the beginning of theapplicable four-quarter period,

(A) the Successor Company would be permitted to incur at least€1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratiotest set forth in Section 6.3(a)(i), or

(B) the Fixed Charge Coverage Ratio for the Successor Companyand the Restricted Subsidiaries would be equal to or greater than the FixedCharge Coverage Ratio for Parent and the Restricted Subsidiaries immediatelyprior to such transaction;

(b) The Successor Company shall succeed to, and be substituted for, Parent or theBorrower, as the case may be, under this Agreement. Notwithstanding clauses (iii) and (iv) of Section6.10(a),

(i) any Restricted Subsidiary (other than the Borrower) may consolidate oramalgamate with or merge into or transfer all or part of its properties and assets to Parent or,subject to the next paragraph, any Restricted Subsidiary; and

(ii) Parent may consolidate, amalgamate or merge with an Affiliate of Parentsolely for the purpose of reincorporating Parent in the United Kingdom, Luxembourg, any othermember state of the European Union, the United States, any state thereof or the District ofColumbia or any territory thereof so long as the amount of Indebtedness of Parent and theRestricted Subsidiaries is not increased thereby.

(c) Subject to Section 10.6, no Guarantor (other than Parent) shall, and Parent shallnot permit any such Guarantor to, consolidate, amalgamate or merge with or into or wind up into(whether or not such Guarantor is the surviving Person), or sell, assign, transfer, lease, convey orotherwise dispose of all or substantially all of its properties or assets, in one or more related transactions,to any Person unless:

(i) (A) such Guarantor is the surviving Person or the Person formed byor surviving any such consolidation, amalgamation or merger (if other than such Guarantor) or towhich such sale, assignment, transfer, lease, conveyance or other disposition will have been madeis a Person organized or existing under (i) the laws of the jurisdiction of organization of suchGuarantor or (ii) the laws of the United Kingdom, Luxembourg, any other member state of the

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European Union, the United States, any state thereof or the District of Columbia or any territorythereof (such Guarantor or such Person, as the case may be, being herein called the “SuccessorGuarantor”);

(B) the Successor Guarantor, if other than such Guarantor, expresslyassumes all the obligations of such Guarantor under this Agreement and suchGuarantor’s related Guarantee pursuant to documents or instruments in formreasonably satisfactory to the Administrative Agent; and

(C) immediately after such transaction, no Default exists, or

(ii) the transaction is made in compliance with Section 6.4.

(d) Subject to Section 10.6, the Successor Guarantor shall succeed to, and besubstituted for, such Guarantor under this Agreement and such Guarantor’s Guarantee. Notwithstandingthe foregoing, any Guarantor may (i) merge into or transfer all or part of its properties and assets toanother Guarantor or the Borrower, (ii) merge with an Affiliate of Parent solely for the purpose ofreincorporating or reorganizing the Guarantor in the United Kingdom, Luxembourg, any other memberstate of the European Union, the United States, any state thereof or the District of Columbia or anyterritory thereof, so long as the amount of Indebtedness of Parent and the Restricted Subsidiaries is notincreased thereby or (iii) convert into a Person organized or existing under the laws of the jurisdiction ofsuch Guarantor, the laws of a jurisdiction in the United Kingdom, Luxembourg, any other member stateof the European Union, the United States, any state thereof or the District of Columbia or any territorythereof.

6.11. Successor Corporation Substituted.

Upon any consolidation, amalgamation or merger, or any sale, assignment, transfer,lease, conveyance or other disposition of all or substantially all of the assets of the Borrower inaccordance with Section 6.10, the successor corporation formed by such consolidation or into or withwhich the Borrower is merged or amalgamated or to which such sale, assignment, transfer, lease,conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after thedate of such consolidation, amalgamation, merger, sale, lease, conveyance or other disposition, theprovisions of this Agreement referring to the Borrower shall refer instead to the successor corporation andnot to the Borrower), and may exercise every right and power of the Borrower under this Agreement withthe same effect as if such successor Person had been named as the Borrower herein; provided that (x) thepredecessor Borrower shall not be relieved from the obligation to pay the principal of and interest, if any,on the Loans except in the case of a sale, assignment, transfer, conveyance or other disposition of all ofthe Borrower’s assets that meets the requirements of Section 6.10 and (y) each Loan Party shall reaffirmits obligations under each Loan Document to which it is a party pursuant to a reaffirmation agreement orequivalent document which shall be in form and substance reasonably acceptable to the AdministrativeAgent.

6.12. Passive Holding Company Status.

Neither Parent nor Borrower shall engage in any operating or business activities;provided that the following and activities incidental thereto shall be permitted in any event: (i) itsownership of the Equity Interests of its Subsidiaries and activities incidental thereto (including, withoutlimitation, the pledge of any such Equity Interest to the extent otherwise permitted hereunder and thetransfer of Equity Interests in WSI to Holdings or a Restricted Subsidiary of Holdings), (ii) themaintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such

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maintenance), (iii) the performance of its obligations with respect to the Loan Documents, (iv) in the caseof Parent (upon its conversion into a legal form allowing for a public offering of its stock), any publicoffering of its common stock or any other issuance or sale of its Equity Interests, (v) payment ofdividends (to the extent permitted by Section 6.1(b)(xvii)) and the making of contributions to the capitalof its Subsidiaries, (vi) participating in tax, accounting and other administrative matters as a member ofthe consolidated group of Parent and/or Borrower, (vii) holding any cash incidental to any activitiespermitted under this Section 6.12, (viii) providing indemnification to officers, managers and directors,(ix) its incurrence or issuance of Indebtedness (including guarantees) or Liens to the extent otherwisepermitted hereunder, (x) taking any action in connection with the Reorganization Transactions and (xi)any activities incidental to the foregoing.

SECTION 7. EVENTS OF DEFAULT

7.1. Events of Default.

(a) An “Event of Default” wherever used herein, means any one of the followingevents (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary orbe effected by operation of law or pursuant to any judgment, decree or order of any court or any order,rule or regulation of any administrative or governmental body):

(i) default in payment when due and payable of principal of, or premium, ifany, on the Loans;

(ii) default for 30 days or more in the payment when due of interest on theLoans;

(iii) failure by the Borrower or any Guarantor for 60 days after receipt ofwritten notice given by the Lenders of not less than 30% in principal amount of the outstandingLoans or the Administrative Agent (acting pursuant to instructions from such Lenders) to complywith any of its obligations, covenants or agreements (other than a default referred to in clauses (i)through (ii) above) contained in this Agreement; provided that, in the case of Section 5.1, suchperiod of continuance of such default or breach shall be 120 days after written notice described inthis clause (iii) has been given;

(iv) default under any mortgage, indenture or instrument under which there isissued or by which there is secured or evidenced any Indebtedness for money borrowed by Parentor any of its Restricted Subsidiaries or the payment of which is guaranteed by Parent or any of itsRestricted Subsidiaries, other than Indebtedness owed to Parent or a Restricted Subsidiary,whether such Indebtedness or guarantee now exists or is created after the issuance of the Loans, ifboth:

(A) such default either (1) results from the failure to pay anyprincipal of or interest on such Indebtedness (after giving effect to any applicablegrace periods), (2) results from the breach of a financial maintenance covenant(after giving effect to any applicable grace period) or (3) relates to an obligationother than the obligation to pay principal of any such Indebtedness at its statedfinal maturity and results in the holder or holders of such Indebtedness causingsuch Indebtedness to become due prior to its stated final maturity; and

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(B) the principal amount of such Indebtedness, together with theprincipal amount of any other such Indebtedness in default for failure to payprincipal at its stated final maturity (after giving effect to any applicable graceperiods), or the maturity of which has been so accelerated, aggregate€75,000,000 or more at any one time outstanding;

(v) failure by Parent, the Borrower or any Significant Subsidiary (or groupof Restricted Subsidiaries that together (determined as of the most recent consolidated financialstatements of Parent for a fiscal quarter end provided as required pursuant to Section 5.1) wouldconstitute a Significant Subsidiary) to pay final judgments aggregating in excess of €75,000,000(net of amounts covered by insurance policies issued by reputable insurance companies), whichfinal judgments remain unpaid, undischarged and unstayed for a period of more than 60 days aftersuch judgment becomes final, and in the event such judgment is covered by insurance, anenforcement proceeding has been commenced by any creditor upon such judgment or decreewhich is not promptly stayed;

(vi) Parent, the Borrower or any Significant Subsidiary (or group ofRestricted Subsidiaries that together (determined as of the most recent consolidated financialstatements of Parent for a fiscal quarter end provided as required pursuant to Section 5.1) wouldconstitute a Significant Subsidiary), pursuant to or within the meaning of any Bankruptcy Law:

(A) commences proceedings to be adjudicated bankrupt or insolvent;

(B) consents to the institution of bankruptcy or insolvencyproceedings against it, or the filing by it of a petition or answer or consentseeking reorganization or relief under applicable Bankruptcy Law;

(C) consents to the appointment of a receiver, interim receiver,monitor, liquidator, assignee, trustee, sequestrator, administrator or other similarofficial of it or for all or substantially all of its property;

(D) makes a general assignment for the benefit of its creditors; or

(E) generally is not paying its debts as they become due;

(vii) a court of competent jurisdiction enters an order or decree under anyBankruptcy Law that:

(A) is for relief against Parent, the Borrower or any SignificantSubsidiary (or group of Restricted Subsidiaries that together (determined as ofthe most recent consolidated financial statements of Parent for a fiscal quarterend provided as required pursuant to Section 5.1) would constitute a SignificantSubsidiary) in a proceeding in which Parent, the Borrower or any such RestrictedSubsidiary that is a Significant Subsidiary or any such group of RestrictedSubsidiaries that, taken together, would constitute a Significant Subsidiary, is tobe adjudicated bankrupt or insolvent;

(B) appoints a receiver, interim receiver, monitor, liquidator,assignee, trustee, sequestrator, administrator or other similar official of Parent,the Borrower or any Significant Subsidiary (or group of Restricted Subsidiariesthat together (determined as of the most recent consolidated financial statements

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of Parent for a fiscal quarter end provided as required pursuant to Section 5.1)would constitute a Significant Subsidiary), or for all or substantially all of theproperty of Parent, the Borrower or any Significant Subsidiary (or group ofRestricted Subsidiaries that together (determined as of the most recentconsolidated financial statements of Parent for a fiscal quarter end provided asrequired pursuant to Section 5.1) would constitute a Significant Subsidiary); or

(C) orders the liquidation of Parent, the Borrower or any SignificantSubsidiary (or group of Restricted Subsidiaries that together (determined as ofthe most recent consolidated financial statements of Parent for a fiscal quarterend provided as required pursuant to Section 5.1) would constitute a SignificantSubsidiary); and the order or decree remains unstayed and in effect for 60consecutive days; or

(viii) the Guarantee of Parent or any Significant Subsidiary (or group ofRestricted Subsidiaries that together (determined as of the most recent consolidated financialstatements of Parent for a fiscal quarter end provided as required pursuant to Section 5.1) wouldconstitute a Significant Subsidiary) shall for any reason cease to be in full force and effect or bedeclared null and void or any responsible officer of Parent or any Guarantor that is a SignificantSubsidiary (or the responsible officers of any such group of Restricted Subsidiaries), as the casemay be, denies that it has any further liability under its Guarantee or gives notice to such effect,other than by reason of the termination of this Agreement or the release of any such Guarantee inaccordance with this Agreement.

(b) In the event of any Event of Default specified in clause (iv) of Section 7.1(a),such Event of Default and all consequences thereof (excluding any resulting payment default, other thanas a result of acceleration of the Loans) shall be annulled, waived and rescinded, automatically andwithout any action by the Administrative Agent or the Lenders, if within 20 days after such Event ofDefault arose:

(i) the Indebtedness or guarantee that is the basis for such Event of Defaulthas been discharged; or

(ii) holders thereof have rescinded or waived the acceleration, notice oraction (as the case may be) giving rise to such Event of Default; or

(iii) the default that is the basis for such Event of Default has been cured.

7.2. Action in Event of Default. Upon any Event of Default specified in Section 7.1(a)(vi) or (vii), the Loans (with accrued interest thereon) and all other Obligations owing under thisAgreement and the other Loan Documents shall automatically immediately become due and payable, and(b) if any other Event of Default under Section 7.1 occurs, with the consent of the Required Lenders, theAdministrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall,by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other Obligationsowing under this Agreement and the other Loan Documents to be due and payable forthwith, whereuponthe same shall immediately become due and payable. Except as expressly provided above in this Section,presentment, demand, protest and all other notices of any kind are hereby expressly waived by theBorrower. Any payments of Loans pursuant to this Section 7.2 shall be accompanied by the paymentsrequired pursuant to Sections 2.4(f).

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SECTION 8. ADMINISTRATIVE AGENT

8.1. Appointment. Each Lender hereby irrevocably designates and appoints theAdministrative Agent as the agent of such Lender under this Agreement and the other Loan Documents,and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take suchaction on its behalf under the provisions of this Agreement and the other Loan Documents and to exercisesuch powers and perform such duties as are expressly delegated to the Administrative Agent by the termsof this Agreement and the other Loan Documents, together with such other powers as are reasonablyincidental thereto. Each Lender agrees that it shall not take or institute any actions or proceedings, judicialor otherwise, for any right or remedy with respect to Parent or the Borrower, or institute any actions orproceedings, or otherwise commence any remedial procedures, with respect to Parent or the Borrowerwithout the prior written consent of the Administrative Agent. The Person appointed as AdministrativeAgent (and any successors in such capacity) shall also act as the “collateral agent” or “pledgee” under theLoan Documents, and each of the Lenders hereby irrevocably appoints and authorizes such Person (andany such successors) to act as the agent of (and to hold any security interest, charge or other Lien createdby the Luxembourg Pledge Agreements or any other security documents for and on behalf of or on trustfor) such Lender for purposes of acquiring, holding and enforcing any and all Liens on collateral grantedby any of the Loan Parties to secure any of the Obligations, together with such powers and discretion asare reasonably incidental thereto. In this connection, the “collateral agent” (and any co-agents, sub-agentsand attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.2 for purposes ofholding or enforcing any Lien on the collateral (or any portion thereof) granted under the LuxembourgPledge Agreements, or for exercising any rights and remedies thereunder at the direction of theAdministrative Agent), shall be entitled to the benefits of all provisions of Section 8 (including Section8.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the LoanDocuments) as if set forth in full herein with respect thereto.

8.2. Delegation of Duties. The Administrative Agent may perform any and all of itsduties and exercise its rights and powers hereunder or under any other Loan Document by or through anyone or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any suchsub-agent may perform any and all of its duties and exercise its rights and powers by or through theirrespective Related Persons and shall be entitled to advice of counsel and other consultants or expertsconcerning all matters pertaining to such duties. Each such sub-agent and each such Related Person ofthe Administrative Agent and any such sub-agent shall be entitled to the benefits of all provisions of thisSection 8.2 and Sections 8.7 and 9.5 (as though such sub-agents and Related Persons were the“Administrative Agent” under the Loan agreement and any other Loan Documents) as if set forth in fullherein with respect thereto. The Administrative Agent shall not be responsible for the negligence ormisconduct of any sub-agent or Related Person that it selects in accordance with the foregoing provisionsof this Section 8.2.

8.3. Exculpatory Provisions.

(a) The Administrative Agent’s duties hereunder and under the other LoanDocuments are solely ministerial and administrative in nature and the Administrative Agent shall have noduties or obligations to any Lender or any other Person except those expressly set forth herein and in theother Loan Documents, and no implied covenants, functions, responsibilities, duties, obligations orliabilities shall be read into this Agreement or any other Loan Document or otherwise exist against theAdministrative Agent. Without limiting the generality of the foregoing, the Administrative Agent:

(i) shall not be subject to any fiduciary or other implied duties to any Lenderor any other Person, regardless of whether any Default or any Event of Default has occurred andis continuing;

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(ii) shall not have any duty to take any discretionary action or exercise anydiscretionary powers, except discretionary rights and powers expressly contemplated hereby or bythe other Loan Documents that the Administrative Agent is required to exercise as directed inwriting by the Required Lenders (or such other number or percentage of the Lenders as shall beexpressly provided for herein or in the other Loan Documents), as applicable, provided that theAdministrative Agent shall not be required to take any action that, in its opinion or the opinion ofits counsel, may expose the Administrative Agent to liability or that is contrary to any LoanDocument or applicable law; and

(iii) shall not, except as expressly set forth herein and in the other LoanDocuments, have any duty to disclose, and the Administrative Agent shall not be liable for thefailure to disclose, any information relating to the Borrower or any of its respective Affiliates thatis communicated to or obtained by any Person serving as the Administrative Agent or any of itsAffiliates in any capacity.

(b) Neither the Administrative Agent nor any Related Person shall be liable for anyaction taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such othernumber or percentage of Lenders as shall be provided for herein or in the other Loan Documents) or (ii)in the absence of its own gross negligence or willful misconduct (as determined in a final, non-appealablejudgment of a court of competent jurisdiction).

(c) The Administrative Agent shall not be responsible for or have any duty toascertain or inquire into (i) any statement, warranty or representation made in or in connection with thisAgreement or any other Loan Document, (ii) the contents of any certificate, report or other documentdelivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance orobservance of any of the covenants, agreements or other terms or conditions set forth herein or therein orthe occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness orgenuineness of this Agreement, any other Loan Document or any other agreement, instrument ordocument or (v) the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than toconfirm receipt of items expressly required to be delivered to the Administrative Agent.

8.4. Reliance by Agents. The Administrative Agent shall be entitled to rely upon, andshall not incur any liability for relying upon, any notice, request, certificate, consent, statement,instrument, document or other writing (including any electronic message, internet or intranet websiteposting or other distribution) believed by it to be genuine and to have been signed, sent or otherwiseauthenticated by the proper Person. The Administrative Agent also may rely upon any statement made toit orally or by telephone and believed by it to have been made by the proper Person, and shall not incurany liability for relying thereon. In determining compliance with any condition hereunder to the makingof a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent maypresume that such condition is satisfactory to such Lender unless the Administrative Agent shall havereceived notice to the contrary from such Lender prior to the making of such Loan. The AdministrativeAgent may consult with legal counsel (who may be counsel for the Borrower), independent accountantsand other experts selected by it, and shall not be liable for any action taken or not taken by it inaccordance with the advice of any such counsel, accountants or experts. The Administrative Agent maydeem and treat the payee of any Loan Note as the owner thereof for all purposes unless a written notice ofassignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. TheAdministrative Agent shall be fully justified in failing or refusing to take any action under this Agreementor any other Loan Document unless it shall first receive such advice or concurrence of the RequiredLenders (or such other number or percentage of Lenders as shall be provided for herein or in the otherLoan Documents) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lendersagainst any and all liabilities and expenses (including fees of legal counsel) that may be incurred by it by

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reason of taking or continuing to take any such action. The Administrative Agent and each of its RelatedPersons shall in all cases be fully protected in acting, or in refraining from acting (i) under this Agreementand the other Loan Documents in accordance with a request of the Required Lenders (or such othernumber or percentage of Lenders as shall be provided for herein or in the other Loan Documents), andsuch request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders andall future holders of the Loans or (ii) in the absence of its own gross negligence or willful misconduct (asdetermined in a final, non-appealable judgment of a court of competent jurisdiction).

8.5. Notice of Default. The Administrative Agent shall not be deemed to haveknowledge or notice of the occurrence of any Default or Event of Default unless the Administrative Agenthas received written notice from a Lender, the Borrower referring to this Agreement, describing suchDefault or Event of Default and stating that such notice is a “notice of default”. In the event that theAdministrative Agent receives such a notice, the Administrative Agent shall give notice thereof to theLenders. The Administrative Agent shall take such action with respect to such Default or Event of Defaultas shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, allLenders); provided that unless and until the Administrative Agent shall have received such directions, theAdministrative Agent may (but shall not be obligated to) take such action or refrain from taking suchaction with respect to such Default or Event of Default as it shall deem advisable in the best interests ofthe Lenders.

8.6. Non-Reliance on Administrative Agent and Other Lenders. Each Lenderexpressly acknowledges that neither the Administrative Agent nor any of its respective officers, directors,employees, agents, attorneys in fact or affiliates has made any representations or warranties to it nor shallbe responsible to any Lender nor to the Borrower for any statements, warranties or representations(whether written or oral) made in, or in connection with, the Loan Documents, and that no act by theAdministrative Agent hereafter taken, including any review of the affairs of a Group Member or anyaffiliate of a Group Member, shall be deemed to constitute any representation or warranty by theAdministrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has,independently and without reliance upon the Administrative Agent or any other Lender, and based onsuch documents and information as it has deemed appropriate, made its own appraisal of, andinvestigation into the business, operations, property, financial and other condition and creditworthiness ofthe Group Members and their affiliates and made its own decision to make its Loans hereunder and enterinto this Agreement. Each Lender also represents that it will, independently and without reliance upon theAdministrative Agent or any other Lender, and based on such documents and information as it shall deemappropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or nottaking action under this Agreement and the other Loan Documents, and to make such investigation as itdeems necessary to inform itself as to the business, operations, property, financial and other condition andcreditworthiness of the Group Members and their affiliates. Except for notices, reports and otherdocuments expressly required to be furnished to the Lenders by the Administrative Agent hereunder, theAdministrative Agent shall have no duty or responsibility to provide any Lender with any credit or otherinformation concerning the business, operations, property, condition (financial or otherwise), prospects orcreditworthiness of any Group Member or any affiliate of a Group Member that may come into thepossession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys infact or affiliates. Nothing in this Agreement or any other Loan Document shall require the AdministrativeAgent or any of its Related Persons to carry out any “know your customer” or other checks in relation toany person (other than a Loan Party) on behalf of any Lender and each Lender confirms to theAdministrative Agent that it is solely responsible for any such checks it is required to carry out and that itmay not rely on any statement in relation to such checks made by the Administrative Agent or any of itsRelated Persons. No direction given to the Administrative Agent by any person or entity which imposes,or purports to impose, upon the Administrative Agent any obligation not set forth in or arising under thisAgreement shall be binding upon the Administrative Agent unless the Administrative Agent elects, at its

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sole option, to accept direction. Notwithstanding anything herein to the contrary, no provision of thisAgreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur anyfinancial liability in the performance of any of its duties hereunder, or in the exercise of any of its rightsor powers contemplated hereunder, if it shall have reasonable grounds for believing that repayment ofsuch funds or adequate indemnity against such risk or liability is not reasonably assured to it.

8.7. Indemnification. Each of the Lenders agrees to indemnify the AdministrativeAgent (and its Related Person) in their respective capacities as such (to the extent not reimbursed by theBorrower and without limiting the obligation of the Borrower), according to its Loan Percentage in effecton the date on which indemnification is sought under this Section 8.7 (or, if indemnification is soughtafter the date upon which the Commitments shall have terminated and the Loans shall have been paid infull, in accordance with its Loan Percentage immediately prior to such date), from and against any and allliabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses ordisbursements of any kind (including fees, expenses and disbursements of legal advisors) whatsoever thatmay at any time (whether before or after the payment of the Loans) be imposed on, incurred by orasserted against the Administrative Agent, or their Related Person in any way relating to or arising out of,the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated byor referred to herein or therein or the transactions contemplated hereby or thereby or any action taken oromitted by the Administrative Agent or any other Person under or in connection with any of theforegoing; provided that no Lender shall be liable to any such Person for the payment of any portion ofsuch liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses ordisbursements that are found by a final and nonappealable decision of a court of competent jurisdiction tohave resulted primarily from such Person’s gross negligence or willful misconduct. The agreements inthis Section shall survive the termination of this Agreement and the payment of the Loans and all otheramounts payable hereunder.

8.8. Administrative Agent in its Individual Capacity. Each Person serving asAdministrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as anyother Lender and may exercise the same as though it were not the Administrative Agent and the term“Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwiserequires, include each such Person serving as Administrative Agent hereunder in its individual capacity.Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or inany other advisory capacity for and generally engage in any kind of business with the Borrower or any ofits Subsidiaries or other Affiliate thereof as if such Person were not the Administrative Agent hereunderand without any duty to account therefor to the Lenders.

8.9. Successor Administrative Agent. The Administrative Agent may at any time givenotice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation,the Required Lenders shall have the right, subject to the approval of the Borrower, not to be unreasonablywithheld, for so long as no Event of Default has occurred and is continuing, to appoint a successor. If nosuch successor shall have been so appointed by the Required Lenders and shall have accepted suchappointment within 15 days after the retiring Administrative Agent gives notice of its resignation, thenthe retiring Administrative Agent may on behalf of the Lenders, appoint a successor AdministrativeAgent, provided that if the retiring Administrative Agent shall notify the Borrower and the Lenders thatno Person has accepted such appointment, then such resignation shall nonetheless become effective inaccordance with such notice and (1) the retiring Administrative Agent shall be discharged from its dutiesand obligations hereunder and under the other Loan Documents and (2) all payments, communicationsand determinations provided to be made by, to or through such Administrative Agent shall instead bemade by or to each Lender directly, until such time as the Required Lenders appoint a successorAdministrative Agent as provided for above in this paragraph (provided that the Administrative Agentmay, in its sole discretion, agree to continue to perform any or all of such functions until such time as a

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successor is appointed as provided in this paragraph). Upon the acceptance of a successor’s appointmentas Administrative Agent hereunder, such successor shall succeed to and become vested with all of therights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiringAdministrative Agent shall be discharged from all of its duties and obligations hereunder or under theother Loan Documents (if not already discharged therefrom as provided above in this paragraph). Thefees payable by the Borrower to a successor Administrative Agent shall be the same as those payable toits predecessor unless otherwise agreed between the Borrower and such successor. After the retiringAdministrative Agent’s resignation hereunder and under the other Loan Documents, the provisions ofSection 8 and Section 9.5 shall continue in effect for the benefit of such retiring Administrative Agent, itssub-agents and their respective Related Person in respect of any actions taken or omitted to be taken byany of them while the retiring Administrative Agent was acting as Administrative Agent.

SECTION 9. MISCELLANEOUS

9.1. Amendments and Waivers. Neither this Agreement, any other Loan Document,nor any terms hereof or thereof may be amended, supplemented or modified except in accordance withthe provisions of this Section 9.1. The Required Lenders and the Borrower may from time to time (i) enterinto written amendments, supplements or modifications hereto and to the other Loan Documents for thepurpose of adding any provisions to this Agreement or the other Loan Documents or changing in anymanner the rights of the Lenders or of the Borrower hereunder or thereunder (ii) waive, on such terms andconditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in suchinstrument, any of the requirements of this Agreement or the other Loan Documents or any Default orEvent of Default and its consequences; provided, however, that no such waiver and no such amendment,supplement or modification shall (A) forgive the principal amount or extend the Maturity Date of anyLoan, reduce or forgive any prepayment premiums payable under Section 2.4(a), (b) or (f), reduce thestated rate of any interest (except in connection with the waiver of applicability of any post-defaultincrease in interest rates (which waiver shall be effective with the consent of the Required Lenders) orextend the scheduled date of any payment thereof, or increase the amount or extend the expiration date ofany Lender’s Commitment, or change the currency in which the Obligations are payable, in each casewithout the written consent of each Lender directly affected thereby; (B) eliminate or reduce the votingrights of any Lender under this Section 9.1 or any other Section without the written consent of suchLender; (C) amend, modify or waive any provision of Section 2.7(a) without the written consent of eachLender directly affected thereby; (D) reduce the percentage specified in the definition of RequiredLenders without the written consent of each Lender; (E) amend, modify or waive any provision of Section8 without the written consent of the Administrative Agent; (F) amend, modify or waive any provision ofSection 2.4(a), (b) or (f) without the written consent of each Lender directly affected thereby, (G) exceptupon an automatic release of the Guarantee as set forth in the second sentence of Section 10.1, release anyPledged Collateral without the written consent of each Lender or (H) except upon an automatic release ofthe Guarantee as set forth in the second sentence of Section 10.1, release the Guarantee of the Parentwithout the written consent of each Lender. Any such waiver and any such amendment, supplement ormodification shall apply equally to each of the Lenders and shall be binding upon the Borrower, theLenders, the Administrative Agent and all future holders of the Loans. In the case of any waiver, theBorrower, the Lenders and the Administrative Agent shall be restored to their former position and rightshereunder and under the other Loan Documents, and any Default or Event of Default waived shall bedeemed to be cured and not continuing during the period such waiver is effective; but no such waivershall extend to any subsequent or other Default or Event of Default, or impair any right consequentthereon. The Administrative Agent may, but shall have no obligation to, with the written concurrence ofany Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Anywaiver or consent shall be effective only in the specific instance and for the specific purpose for which itwas given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other orfurther notice or demand in similar or other circumstances.

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9.2. Notices. All notices, requests and demands to or upon the respective partieshereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly providedherein, shall be deemed to have been duly given or made when delivered, or three Business Days afterbeing deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, addressedas follows in the case of Parent, the Borrower and the Administrative Agent, and as set forth in anadministrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to suchother address as may be hereafter notified by the respective parties hereto:

Parent: Algeco/Scotsman Holding S.à R.L.20, rue Eugène Ruppert,L-2453 LuxembourgAttention: Gary May / Jan Willem OverheulTelecopy: +352 472 323 220Telephone: +352 26 49 3298

Copy: c/o TDR Capital LLPOne Stanhope GateLondon, United Kingdom W1K 1AFAttention: Blair ThompsonTelecopy: +44 20 7399 4242

Borrower: Algeco Scotsman PIK S.A.20, rue Eugène RuppertL-2453 LuxembourgAttention: Gary May / Jan Willem OverheulTelecopy: +352 472 323 220Telephone: +352 26 49 3298

Copy: c/o TDR Capital LLP20, rue Eugène RuppertL-2453 LuxembourgAttention: Gary May / Jan Willem OverheulTelecopy: +352 472 323 220Telephone: +352 26 49 3298

Administrative Agent: Wilmington Trust (London) Limited1 King's Arms YardLondon, United Kingdom EC2R 7AFAttention: Sajada AfzalTelecopy: +44 (0) 207397 3601Telephone: +44 (0) 207397 3602

Notices and other communications to the Lenders hereunder may be delivered orfurnished by electronic communications pursuant to procedures approved by the Administrative Agent;provided that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by theAdministrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in itsdiscretion, agree to accept notices and other communications to it hereunder by electroniccommunications pursuant to procedures approved by it; provided that approval of such procedures may belimited to particular notices or communications. Unless the Administrative Agent otherwise prescribes,(a) notices and other communications sent to an email address shall be deemed received upon the sender’sreceipt of an acknowledgment from the intended recipient (such as by the “return receipt requested”

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function, as available, return email or other written acknowledgment), provided that if such notice orother communication is not sent during the normal business hours of the recipient, such notice orcommunication shall be deemed to have been sent at the opening of business on the next Business Day forthe recipient, and (b) notices or communications posted to an Internet or intranet website shall be deemedreceived upon the deemed receipt by the intended recipient at its email address as described in theforegoing clause (a) of notification that such notice or communication is available and identifying thewebsite address therefor.

The Borrower agrees to assume all risk, and hold the Administrative Agent and eachLender harmless from any losses, associated with, the electronic transmission of information, except tothe extent caused by the gross negligence or willful misconduct of such Person.

9.3. No Waiver; Cumulative Remedies. No failure to exercise and no delay inexercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilegehereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single orpartial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercisethereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers andprivileges herein provided are cumulative and not exclusive of any rights, remedies, powers andprivileges provided by law.

9.4. Survival of Representations and Warranties. All representations and warrantiesmade hereunder, in the other Loan Documents and in any document, certificate or statement deliveredpursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement andthe making of the Loans.

9.5. Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimbursethe Administrative Agent for all its reasonable and documented out of pocket costs and expenses incurredin connection with the preparation and execution of, and any amendment, supplement or modification to,this Agreement and the other Loan Documents and any other documents prepared in connection herewithor therewith, and the consummation and administration of the transactions contemplated hereby andthereby, including the reasonable and documented fees and disbursements of counsel to theAdministrative Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all itsreasonable and documented out-of-pocket costs and expenses incurred in connection with theenforcement or preservation of any rights under this Agreement, the other Loan Documents and any suchother documents, including the reasonable and documented fees and disbursements of counsel to eachLender and of counsel to the Administrative Agent, (c) to pay, indemnify, and hold each Lender and theAdministrative Agent harmless from, any and all recording and filing fees and any and all liabilities withrespect to, or resulting from any delay in paying, stamp, excise and other Taxes (other than any Taxes thatconstitute Excluded Taxes), if any, that may be payable or determined to be payable in connection withthe execution and delivery of, or consummation or administration of any of the transactions contemplatedby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of,this Agreement, the other Loan Documents and any such other documents, and (d) to pay, indemnify, andhold each Lender, the Administrative Agent and their respective officers, directors, trustees, employees,affiliates, agents, representatives and controlling persons (each, an “Indemnitee”) harmless from andagainst any and all other claims, liabilities, obligations, losses, damages, penalties, actions, judgments,suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to or arising out ofor in connection with the execution, delivery, enforcement, performance and administration of thisAgreement, the other Loan Documents and any such other documents (regardless of whether anyIndemnitee is a party hereto and regardless of whether any such matter is initiated by a third party, theBorrower or any other Person), including any of the foregoing relating to the use of proceeds of the Loansand the reasonable and documented fees and expenses of legal counsel in connection with claims, actions

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or proceedings by any Indemnitee against the Borrower under any Loan Document (all the foregoing inthis clause (d), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall not have anyobligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent suchIndemnified Liabilities are found by a final and nonappealable decision of a court of competentjurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of, or materialbreach of contract by, such Indemnitee; provided further that this Section 9.5(d) shall not apply withrespect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Taxclaim. All amounts due under this Section 9.5 shall be payable not later than 30 days after written demandtherefor. The agreements in this Section 9.5 shall survive the termination of this Agreement and therepayment of the Loans and all other amounts payable hereunder.

9.6. Successors and Assigns; Participations and Assignments.

(a) The provisions of this Agreement shall be binding upon and inure to the benefitof the parties hereto and their respective successors and assigns permitted hereby, except that theBorrower may not assign or otherwise transfer any of its rights or obligations hereunder without the priorwritten consent of each Lender (and any attempted assignment or transfer by the Borrower without suchconsent shall be null and void).

(b) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender mayassign to one or more Eligible Assignees (each, an “Assignee”) all or a portion of its rights andobligations under this Agreement (including all or a portion of its Commitments and the Loans at the timeowing to it and the Loan Note or Loan Notes (if any) held by it); provided that such Lender notifies theAdministrative Agent and the Borrower of any such assignment.

(i) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender, an affiliate of aLender or an Approved Fund or an assignment of the entire remaining amount of theassigning Lender’s Commitments or Loans under the Facility, the amount of theCommitments or Loans of the assigning Lender subject to each such assignment(determined as of the date the Assignment and Assumption with respect to suchassignment is delivered to the Administrative Agent) shall not be less than $1,000,000(provided, in each case, that simultaneous assignments to or by two or more ApprovedFunds shall be aggregated for purposes of determining such amount) unless theAdministrative Agent and the Borrower otherwise consent;

(B) the parties to each assignment shall execute and deliver to theAdministrative Agent an Assignment Agreement via an electronic settlement systemacceptable to the Administrative Agent (or, if previously agreed with the AdministrativeAgent, manually), and shall pay to the Administrative Agent a processing and recordationfee of $3,500; and

(C) the Assignee, if it shall not be a Lender, shall deliver to theAdministrative Agent an administrative questionnaire and any applicable Tax formsrequired under Section 2.8(f).

For the purposes of this Section 9.6, “Approved Fund” means any Person (otherthan a natural person) that is engaged in making, purchasing, holding or investing in bank loansand similar extensions of credit in the ordinary course and that is administered or managed by (a)

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a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administersor manages a Lender.

Notwithstanding anything to the contrary herein, Parent (in its capacity as aLender) shall be permitted to make assignments of Loans held by it to Sponsor in accordancewith the provisions of this Section 9.6 in an aggregate principal amount not to exceed$20,000,000 for all such assignments for the purpose of facilitating the assignment of such Loansto Eligible Assignees.

(ii) Subject to acceptance and recording thereof pursuant to Section9.6(b)(iv) below, from and after the effective date specified in each Assignment and Assumptionthe Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by suchAssignment and Assumption, have the rights and obligations of a Lender under this Agreement,and the assigning Lender thereunder shall, to the extent of the interest assigned by suchAssignment and Assumption, be released from its obligations under this Agreement (and, in thecase of an Assignment and Assumption covering all of the assigning Lender’s rights andobligations under this Agreement, such Lender shall cease to be a party hereto but shall continueto be entitled to the benefits of Sections 2.8, 2.9, and 9.5). Any assignment or transfer by a Lenderof rights or obligations under this Agreement that does not comply with this Section 9.6 shall betreated for purposes of this Agreement as a sale by such Lender of a participation in such rightsand obligations if such transaction complies with the requirements of Section 9.6(c).

(iii) The Administrative Agent, acting solely for this purpose as an agent ofthe Borrower, shall maintain at one of its offices a copy of each Assignment and Assumptiondelivered to it and a register for the recordation of the names and addresses of the Lenders, andthe Commitments of, and principal amount (and stated interest) of the Loans owing to, eachLender pursuant to the terms hereof from time to time (the “Register”). The entries in the Registershall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat eachPerson whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunderfor all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall beavailable for inspection by the Borrower and any Lender (with respect to such Lender’s owninterests), at any reasonable time and from time to time upon reasonable prior notice.

(iv) Upon its receipt of a duly completed Assignment and Assumptionexecuted by an assigning Lender and an Assignee, the Assignee’s completed administrativequestionnaire (unless the Assignee shall already be a Lender hereunder), together with anyprocessing and recordation fee, the Administrative Agent shall promptly accept such Assignmentand Assumption and record the information contained therein in the Register. No assignmentshall be effective for purposes of this Agreement unless it has been recorded in the Register asprovided in this paragraph.

(c) Any Lender may, without the consent of the Borrower or the AdministrativeAgent, sell participations to one or more banks or other entities (other than any Competitor) (a“Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (includingall or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’sobligations under this Agreement shall remain unchanged, (B) such Lender shall remain solelyresponsible to the other parties hereto for the performance of such obligations and (C) the Borrower, theAdministrative Agent and the other Lenders shall continue to deal solely and directly with such Lender inconnection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant towhich a Lender sells such a participation (a “Participation Agreement”) shall provide that such Lendershall retain the sole right to enforce this Agreement and to approve any amendment, modification or

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waiver of any provision of this Agreement; provided that such agreement may provide that such Lenderwill not, without the consent of the Participant, agree to any amendment, modification or waiver that (1)requires the consent of each Lender directly affected thereby pursuant to the proviso to the secondsentence of Section 9.1 and (2) directly affects such Participant. The Borrower agrees that eachParticipant shall be entitled to the benefits of Sections 2.8 and 2.9 (subject to the requirements andlimitations therein, including the requirements under Section 2.8(f) (it being understood that thedocumentation required under Section 2.8(f) shall be delivered to the participating Lender)) to the sameextent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.6(b);provided that such Participant shall not be entitled to receive any greater payment under Section 2.8, withrespect to any participation, than its participating Lender would have been entitled to receive, except tothe extent such entitlement to receive a greater payment results from an adoption of or any change in anyRequirement of Law or in the interpretation or application thereof or compliance by any Lender with anyrequest or directive (whether or not having the force of law) from any central bank or other GovernmentalAuthority made subsequent to the date hereof that occurs after the Participant acquired the applicableparticipation. To the extent permitted by law, each Participant also shall be entitled to the benefits ofSection 9.7 as though it were a Lender, provided such Participant shall be subject to Section 9.7 as thoughit were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent ofthe Borrower, maintain a register on which it enters the name and address of each Participant and theprincipal amounts (and stated interest) of each Participant’s interest in the Loans or other obligationsunder the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligationto disclose all or any portion of the Participant Register to any Person (including the identity of anyParticipant or any information relating to a Participant’s interest in any Commitments or its otherobligations under any Loan Document) except to the extent that such disclosure is necessary inconnection with a Tax or other proceeding to establish that such Commitment or other obligation is inregistered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in theParticipant Register shall be conclusive absent manifest error, and such Lender shall treat each Personwhose name is recorded in the Participant Register as the owner of such participation for all purposes ofthis Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the AdministrativeAgent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a ParticipantRegister.

(d) Any Lender may at any time pledge or assign a security interest in all or anyportion of its rights under this Agreement to secure obligations of such Lender, including any pledge orassignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any suchpledge or assignment of a security interest; provided that no such pledge or assignment of a securityinterest shall release a Lender from any of its obligations hereunder or substitute any such pledgee orAssignee for such Lender as a party hereto.

(e) The Borrower, upon receipt of written notice from the relevant Lender, agrees toissue Loan Notes to any Lender requiring Loan Notes to facilitate transactions of the type described inSection 9.6(d) above.

(f) Each Lender, upon execution and delivery hereof or upon succeeding to aninterest in Commitments or Loans, as the case may be, represents and warrants as of the Effective Dateand as of the effective date of the applicable Assignment and Assumption that (i) it is an EligibleAssignee; (ii) it has experience and expertise in the making of or investing in commitments, loans orinvestments such as the Loans; and (iii) it will make or invest in its Loans for its own account in theordinary course of its business and without a view to distribution of such Loans within the meaning of theSecurities Act or the Exchange Act, or other federal securities laws (it being understood that, subject tothe provisions of this Section 9.6, the disposition of such Loans or any interests therein shall at all timesremain within its exclusive control).

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9.7. Adjustments. Except to the extent that this Agreement expressly provides for orpermits payments to be allocated or made to a particular Lender or to the Lenders under the Facility(including pursuant to Section 9.6), if any Lender (a “Benefited Lender”) shall receive any payment of allor part of the Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily orinvoluntarily, by set off, pursuant to events or proceedings of the nature referred to in Section 9.1(f) orotherwise), in a greater proportion than any such payment to or collateral received by any other Lender, ifany, in respect of the Obligations owing to such other Lender, such Benefited Lender shall purchase forcash from the other Lenders a participating interest in such portion of the Obligations owing to each suchother Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall benecessary to cause such Benefited Lender to share the excess payment or benefits of such collateralratably with each of the Lenders; provided, however, that if all or any portion of such excess payment orbenefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and thepurchase price and benefits returned, to the extent of such recovery, but without interest.

9.8. Counterparts; Electronic Execution.

(a) This Agreement may be executed by one or more of the parties to this Agreementon any number of separate counterparts, and all of said counterparts taken together shall be deemed toconstitute one and the same instrument. Delivery of an executed signature page of this Agreement or anydocument or instrument delivered in connection herewith by facsimile transmission or electronic PDFshall be effective as delivery of a manually executed counterpart of this Agreement or such otherdocument or instrument, as applicable. A set of the copies of this Agreement signed by all the parties shallbe lodged with the Borrower and the Administrative Agent.

(b) The words “execution,” “signed,” “signature,” and words of like import in anyAssignment and Assumption shall be deemed to include electronic signatures or the keeping of records inelectronic form, each of which shall be of the same legal effect, validity or enforceability as a manuallyexecuted signature or the use of a paper based recordkeeping system, as the case may be, to the extent andas provided for in any applicable law, including the Federal Electronic Signatures in Global and NationalCommerce Act, the New York State Electronic Signatures and Records Act, or any other similar statelaws based on the Uniform Electronic Transactions Act.

9.9. Severability. Any provision of this Agreement that is prohibited or unenforceablein any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition orunenforceability without invalidating the remaining provisions hereof, and any such prohibition orunenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in anyother jurisdiction.

9.10. Integration. This Agreement and the other Loan Documents and any separateletter agreements with respect to fees payable to the Administrative Agent represent the entire agreementof the Borrower, the Administrative Agent and the Lenders with respect to the subject matter hereof andthereof, and there are no promises, undertakings, representations or warranties by the AdministrativeAgent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or inthe other Loan Documents.

9.11. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS ANDOBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY,AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATEOF NEW YORK.

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9.12. Submission To Jurisdiction; Waivers. Each of Parent and the Borrower herebyirrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to thisAgreement and the other Loan Documents to which it is a party, or for recognition andenforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courtsof the State of New York and the courts of the United States for the Southern District of NewYork (in each case, sitting in the County of New York), and appellate courts from any thereof, tothe extent such courts would have subject matter jurisdiction with respect thereto, and agrees thatnotwithstanding the foregoing a final judgment in any such action or proceeding shall beconclusive and may be enforced in other jurisdictions by suit on the judgment or in any othermanner provided by law;

(b) consents that any such action or proceeding may be brought in such courts andwaives any objection that it may now or hereafter have to the venue of any such action orproceeding in any such court and waives any right to claim that such action or proceeding wasbrought in an inconvenient court and agrees not to plead or claim the same;

(c) without prejudice to any other mode of service allowed under any relevant law,(i) irrevocably appoints CT Corporation System, 111 Eighth Avenue, 13th Floor, New York, NewYork 10011, as its agent for service of process in relation to any action or proceeding arising outof the Loan Documents and (ii) agrees that failure by a process agent to notify Parent or theBorrower or any process will not invalidate the proceedings concerned;

(d) agrees that nothing herein shall affect the right to effect service of process in anyother manner permitted by law; and

(e) waives, to the maximum extent not prohibited by law, any right it may have toclaim or recover in any legal action or proceeding referred to in this Section any special,exemplary, punitive or consequential damages.

9.13. Acknowledgements. Each of the Parent and the Borrower hereby acknowledgesthat:

(a) it has been advised by counsel in the negotiation, execution and delivery of thisAgreement and the other Loan Documents;

(b) neither the Administrative Agent nor any Lender has any fiduciary relationshipwith or duty to Parent or the Borrower arising out of or in connection with this Agreement or anyof the other Loan Documents, and the relationship between Administrative Agent and Lenders,on one hand, and Parent or the Borrower, on the other hand, in connection herewith is solely thatof debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or otherwiseexists by virtue of the transactions contemplated hereby among the Lenders or among Parent, theBorrower and the Lenders.

9.14. Confidentiality. Each of the Administrative Agent and each Lender agrees tokeep confidential all non-public information provided to it by Parent or the Borrower, the AdministrativeAgent or any Lender pursuant to or in connection with this Agreement that is not designated by theprovider thereof as public information or non-confidential; provided that nothing herein shall prevent the

93

Administrative Agent or any Lender from disclosing any such information (a) to the AdministrativeAgent or any other Lender, (b) subject to an agreement to comply with provisions no less restrictive thanthis Section, to any actual or prospective Transferee, (c) to its employees, directors, trustees, agents,attorneys, accountants and other professional advisors and to any Affiliates that have been advised of theprovisions of this Section and have been instructed to keep such information confidential, (d) upondemand of any Governmental Authority, (e) in response to any order of any court or other GovernmentalAuthority or as may otherwise be required pursuant to any Requirement of Law, (f) if required to do so inconnection with any litigation or similar proceeding; provided that unless specifically prohibited byapplicable law, reasonable efforts shall be made to notify the Borrower of any such request prior todisclosure, (g) that has been publicly disclosed other than as a result of a breach of this Section, (h) to theNational Association of Insurance Commissioners or any similar organization or any nationallyrecognized rating agency that requires access to information about a Lender’s investment portfolio inconnection with ratings issued with respect to such Lender; provided, such Person has been advised of theprovisions of this Section and instructed to keep such information confidential or (i) in connection withthe exercise of any remedy hereunder or under any other Loan Document. In addition, the AdministrativeAgent and the Lenders may disclose the existence of this Agreement and customary information aboutthis Agreement to market data collectors and similar service providers to the lending industry.

9.15. WAIVERS OF JURY TRIAL. PARENT, THE BORROWER, THEADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY ANDUNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDINGRELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANYCOUNTERCLAIM THEREIN.

9.16. USA PATRIOT Act. Each Lender hereby notifies Parent and the Borrower thatpursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October26, 2001)) (the “Act”) it is required to obtain, verify and record information that identifies Parent and theBorrower, which information includes the name and address of the Borrower and other information thatwill allow such Lender to identify Parent and the Borrower in accordance with the Act.

9.17. Currencies. To the extent that the amount of any payment required to be made toany Credit Party under the Loan Documents or in respect of any judgment or order given or made for anyamount due under any Loan Document is made in a currency other than Dollars, and to the extent that theamount of such payment shall, on actual conversion into Dollars, fall short of the obligation or liability inrespect of which such payment was made, the Loan Parties agree to indemnify and hold harmless suchCredit Party with respect to the amount of such shortfall, with such indemnity surviving the terminationof this Agreement and any legal proceeding, judgment or court order pursuant to which the originalpayment was made which resulted in such shortfall. To the extent that the amount of any such payment toa Credit Party shall, upon an actual conversion into Dollars, exceeds the obligation or liability in respectof which such payment was made, such Credit Party shall return such excess to the Loan Parties. ThisSection 9.17 shall be subject in all respects to Section 10.6.

SECTION 10. GUARANTEE

10.1. Guarantee. Each of the Guarantors hereby, jointly and severally, unconditionallyand irrevocably, guarantees the prompt and complete payment by the Borrower when due (whether at thestated maturity, by acceleration or otherwise) of the Obligations. The Guarantee shall remain in full forceand effect until all the Obligations (other than any contingent obligations not then due and payable) shallhave been satisfied by payment in full, at which time the Guarantee shall terminate and be released

94

automatically and without the requirement of any action. Furthermore, the Guarantee shall be releasedautomatically and without the requirement of any action with respect to any Guarantor (other than Parent)upon the consummation or effectiveness any transaction permitted under this Agreement which results insuch Guarantor ceasing to be a Restricted Subsidiary.

10.2. No Subrogation. Notwithstanding any payment made by any Guarantorhereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or anyLender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent orany Lender against the Borrower or any other Guarantor or any collateral security or guarantee or right ofoffset held by the Administrative Agent or any Lender for the payment of the Obligations, nor shall anyGuarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any otherGuarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to theAdministrative Agent and the Lenders by the Borrower on account of the Obligations (other than anycontingent obligations not then due and payable) are paid in full.

10.3. Amendments, etc. with respect to the Obligations. Each Guarantor shall remainobligated hereunder notwithstanding that, without any reservation of rights against any Guarantor andwithout notice to or further assent by any Guarantor, any demand for payment of any of the Obligationsmade by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or suchLender and any of the Obligations continued, and the Obligations, or the liability of any other Personupon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respectthereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified,accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender,and this Agreement and the other Loan Documents and any other documents executed and delivered inconnection therewith may be amended, modified, supplemented or terminated, in whole or in part, as theAdministrative Agent (or the Required Lenders or all Lenders, as the case may be) may deem advisablefrom time to time, and any collateral security, guarantee or right of offset at any time held by theAdministrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived,surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation toprotect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for theguarantee contained in this Section 10 or any property subject thereto.

10.4. Guarantee Absolute and Unconditional. Each Guarantor waives any and allnotice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof ofreliance by the Administrative Agent or any Lender upon the Guarantee or acceptance of the Guarantee;the Obligations, and any of them, shall conclusively be deemed to have been created, contracted orincurred, or renewed, extended, amended or waived, in reliance upon the Guarantee; and all dealingsbetween the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and theLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated inreliance upon the Guarantee. Each Guarantor waives diligence, presentment, protest, demand for paymentand notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to theObligations. Each Guarantor understands and agrees that the Guarantee shall be construed as acontinuing, absolute and unconditional guarantee of payment without regard to (a) the validity orenforceability of this Agreement or any other Loan Document, any of the Obligations or any othercollateral security therefor or guarantee or right of offset with respect thereto at any time or from time totime held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other thana defense of payment or performance) which may at any time be available to or be asserted by theBorrower or any other Person against the Administrative Agent or any Lender, or (c) any othercircumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor)which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower forthe Obligations, or of such Guarantor under the Guarantee, in bankruptcy or in any other instance. When

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making any demand hereunder or otherwise pursuing its rights and remedies hereunder against anyGuarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make asimilar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, anyother Guarantor or any other Person or against any collateral security or guarantee for the Obligations orany right of offset with respect thereto, and any failure by the Administrative Agent or any Lender tomake any such demand, to pursue such other rights or remedies or to collect any payments from theBorrower, any other Guarantor or any other Person or to realize upon any such collateral security orguarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor orany other Person or any such collateral security, guarantee or right of offset, shall not relieve anyGuarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies,whether express, implied or available as a matter of law, of the Administrative Agent or any Lenderagainst any Guarantor. For the purposes hereof “demand” shall include the commencement andcontinuance of any legal proceedings.

10.5. Reinstatement. The Guarantee shall continue to be effective, or be reinstated, asthe case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or mustotherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency,bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as aresult of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, theBorrower or any Guarantor or any substantial part of its property, or otherwise, all as though suchpayments had not been made.

10.6. Luxembourg Guarantee Limitations. Notwithstanding anything to the contrary,the obligations of any Guarantor (other than Parent) organized under the laws of Luxembourg pursuantto this Section 10 (a “Luxembourg Guarantee”) with respect to the obligations of any Person which isnot a direct or indirect Subsidiary of such Guarantor shall at all times be limited to an aggregate amountnot exceeding the greater of:

(a) the aggregate of all principal amounts (if any) borrowed by such Guarantor fromone or more other Loan Parties that have been financed directly or indirectly by the Loans; plus

(b) 95% of the Guarantor's own funds (capitaux propres, as referred to in article 34of the Luxembourg law of 19 December 2002 on the commercial register and annual accounts, asamended) but adding its Subordinated Indebtedness (without any double counting of the amountsreferred to under paragraph (a) above), as reflected in its last annual accounts duly approved andavailable on the date of such Guarantor’s payment of its Guarantee; or plus

(c) 95% of the Guarantor's own funds (capitaux propres, as referred to in article 34of the Luxembourg law of 19 December 2002 on the commercial register and annual accounts, asamended) but adding any its Subordinated Indebtedness (without any double counting of the amountsreferred to under paragraph (a) above), as reflected in its last annual accounts duly approved andavailable as at the Closing Date.

[Signature pages follow]

Form of Borrowing Notice079072-0013-11835-13925404

EXHIBIT A1

FORM OF BORROWING NOTICE2

Date: ___________, _____3

To: Wilmington Trust (London) Limited41 King’s Arms Yard5London, United Kingdom EC2R 7AF6Attention: Sajada Afzal7Telecopy: +44 (0) 207397 36018Telephone: +44 (0) 207397 36029

10

Ladies and Gentlemen:11

Reference is made to that certain Loan Agreement, dated as of May 1, 2013 (as amended,12restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the13terms defined therein being used herein as therein defined), among ALGECO SCOTSMAN PIK14S.A., a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg, having15its registered office at 20, rue Eugéne Ruppert, L-2453 Luxembourg and registered with the16Luxembourg Registre du Commerce et des Sociétés with a number B176700 (the “Borrower”),17ALGECO/SCOTSMAN HOLDING S.à R.L., a société à responsabilité limitée incorporated18under the laws of the Grand Duchy of Luxembourg, having its registered office at 20, rue Eugéne19Ruppert, L-2453 Luxembourg and registered with the Luxembourg Registre due Commerce et20des Sociétés under number B 132.028 having a share capital of €225,898,514, each lender from21time to time party thereto, and WILMINGTON TRUST (LONDON) LIMITED, as22administrative agent.23

24

The undersigned hereby requests a borrowing of Loans as set forth below:25

1. On (a Business Day).26

2. In the amount of $_______________________.27

3. Location and number of the Borrower’s account to which the proceeds of28Loans are to be disbursed:29

30Bank: RBS Global Banking (Luxembourg) S.A.31Swift Code: ABNALULL32Beneficiary: Algeco Scotsman PIK S.A.33Account Number: LU67 1620 8000 0004 205134

35

Form of Borrowing Notice079072-0013-11835-13925404

The Borrower hereby represents and warrants that the conditions specified in Section 4.236of the Agreement shall be satisfied on and as of the Closing Date.37

ALGECO SCOTSMAN PIK S.A.3839

By:40Name:41Title:42

Form of Cash Interest Notice079072-0013-11835-13925404

EXHIBIT B43

FORM OF CASH INTEREST NOTICE44

Date: ___________, _____45

To: Wilmington Trust (London) Limited461 King’s Arms Yard47London, United Kingdom EC2R 7AF48Attention: Sajada Afzal49Telecopy: +44 (0) 207397 360150Telephone: +44 (0) 207397 360251

52

Ladies and Gentlemen:53

Reference is made to that certain Loan Agreement, dated as of May 1, 2013 (as amended,54restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the55terms defined therein being used herein as therein defined), among ALGECO SCOTSMAN PIK56S.A., a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg, having57its registered office at 20, rue Eugéne Ruppert, L-2453 Luxembourg and registered with the58Luxembourg Registre du Commerce et des Sociétés with a number B176700 (the “Borrower”),59ALGECO/SCOTSMAN HOLDING S.à R.L., a société à responsabilité limitée incorporated60under the laws of the Grand Duchy of Luxembourg, having its registered office at 20, rue Eugéne61Ruppert, L-2453 Luxembourg and registered with the Luxembourg Registre due Commerce et62des Sociétés under number B 132.028 having a share capital of €225,898,514, each lender from63time to time party thereto, and WILMINGTON TRUST (LONDON) LIMITED, as64administrative agent.65

In accordance with Section 2.6(a) of the Agreement, the undersigned hereby notifies you66that it intends to pay in cash [all][__%] of the interest due and owing on the Interest Payment67Date for the immediately succeeding Interest Period.68

69

ALGECO SCOTSMAN PIK S.A.7071

By:72Name:73Title:74

Form of Assignment and Assumption079072-0013-11835-13925404

EXHIBIT C75

ASSIGNMENT AND ASSUMPTION76

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the77Effective Date set forth below and is entered into by and between [the][each]1 Assignor78identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in79item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and80obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized81terms used but not defined herein shall have the meanings given to them in the Agreement82identified below, receipt of a copy of which is hereby acknowledged by the Assignee. The83Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and84incorporated herein by reference and made a part of this Assignment and Assumption as if set85forth herein in full.86

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to87[the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases88and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the89Standard Terms and Conditions and the Agreement, as of the Effective Date inserted by the90Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’]91rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under92the Agreement and any other documents or instruments delivered pursuant thereto to the extent93related to the amount and percentage interest identified below of all of such outstanding rights94and obligations of [the Assignor][the respective Assignors] under the facility identified below95and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of96action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors97(in their respective capacities as Lenders)] against any Person, whether known or unknown,98arising under or in connection with the Agreement, any other documents or instruments delivered99pursuant thereto or the loan transactions governed thereby or in any way based on or related to100any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice101claims, statutory claims and all other claims at law or in equity related to the rights and102obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and103assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above104being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and105

1For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a

single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose thesecond bracketed language.

2For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a

single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose thesecond bracketed language.

3Select as appropriate.

4Include bracketed language if there are either multiple Assignors or multiple Assignees.

Form of Assignment and Assumption079072-0013-11835-13925404

assignment is without recourse to [the][any] Assignor and, except as expressly provided in this106Assignment and Assumption, without representation or warranty by [the][any] Assignor.107

1. Assignor[s]: ______________________________108______________________________109

2. Assignee[s]: ______________________________110______________________________111

[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]112

3. Borrower: Algeco Scotsman PIK S.A.113

4. Administrative Agent: Wilmington Trust (London) Limited, as the administrative agent114under the Agreement115

5. Loan Agreement: Loan Agreement, dated as of May 1, 2013 (as amended, restated,116supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms117defined therein being used herein as therein defined), among ALGECO SCOTSMAN PIK S.A.,118a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg, having its119registered office at 20, rue Eugéne Ruppert, L-2453 Luxembourg and registered with the120Luxembourg Registre du Commerce et des Sociétés with a number B176700 (the “Borrower”),121ALGECO/SCOTSMAN HOLDING S.à R.L., a société à responsabilité limitée incorporated122under the laws of the Grand Duchy of Luxembourg, having its registered office at 20, rue Eugéne123Ruppert, L-2453 Luxembourg and registered with the Luxembourg Registre due Commerce et124des Sociétés under number B 132.028 having a share capital of €225,898,514, each lender from125time to time party thereto, and WILMINGTON TRUST (LONDON) LIMITED, as126administrative agent.127

6. Assigned Interest:128

Assignor[s]5 Assignee[s]6

AggregateAmount of

Loansfor all Lenders7

Amount ofLoans

Assigned

PercentageAssigned of

Loans8

$________________ $_________ ____________%$________________ $_________ ____________%$________________ $_________ ____________%

129

[7. Trade Date: __________________]9

130

5List each Assignor, as appropriate.

6List each Assignee, as appropriate.

7Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take

into account any payments or prepayments made between the Trade Date and the Effective Date.8

Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder.

Form of Assignment and Assumption079072-0013-11835-13925404

Effective Date: __________________, 20__ [TO BE INSERTED BY131ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF132RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]133

The terms set forth in this Assignment and Assumption are hereby agreed to:134

ASSIGNOR135

[NAME OF ASSIGNOR]136

By:137Name:138Title:139

ASSIGNEE140

[NAME OF ASSIGNEE]141

By:142Name:143Title:144

[Consented to and]10

Accepted:145

WILMINGTON TRUST (LONDON) LIMITED, as146Administrative Agent147

By:148Name:149Title:150

[Consented to:]11

151

9To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be

determined as of the Trade Date.

10To be added only if the consent of the Administrative Agent is required by the terms of Section 9.6(b)(i)(A) of

the Agreement.

11To be added only if the consent of the Borrower is required by the terms of Section 9.6(b)(i)(A) of the

Agreement.

Form of Assignment and Assumption079072-0013-11835-13925404

ALGECO SCOTSMAN PIK S.A., as Borrower152

By:153Name:154Title:155

156

Form of Assignment and Assumption079072-0013-11835-13925404

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION157

STANDARD TERMS AND CONDITIONS FOR158

ASSIGNMENT AND ASSUMPTION159

1. Representations and Warranties.160

1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal161and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest162is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and163authority, and has taken all action necessary, to execute and deliver this Assignment and164Assumption and to consummate the transactions contemplated hereby; and (b) assumes no165responsibility with respect to (i) any statements, warranties or representations made in or in166connection with the Agreement or any other Loan Document, (ii) the execution, legality, validity,167enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral168thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or169any other Person obligated in respect of any Loan Document or (iv) the performance or170observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of171their respective obligations under any Loan Document.172

1.2. Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full173power and authority, and has taken all action necessary, to execute and deliver this Assignment174and Assumption and to consummate the transactions contemplated hereby and to become a175Lender under the Agreement, (ii) it meets all the requirements to be an Eligible Assignee under176the Agreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the177Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest,178shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions179to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the180Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is181experienced in acquiring assets of such type, (v) it has received a copy of the Agreement, and has182received or has been afforded the opportunity to receive copies of the most recent financial183statements delivered pursuant to Section 5.1(a)(i) or (ii) thereof, as and to the extent applicable,184and such other documents and information as it deems appropriate to make its own credit185analysis and decision to enter into this Assignment and Assumption and to purchase [the][such]186Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent187or any other Lender and based on such documents and information as it has deemed appropriate,188made its own credit analysis and decision to enter into this Assignment and Assumption and to189purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached hereto is any190documentation required to be delivered by it pursuant to the terms of the Agreement, duly191completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently192and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender,193and based on such documents and information as it shall deem appropriate at the time, continue194to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii)195it will perform in accordance with their terms all of the obligations which by the terms of the196Loan Documents are required to be performed by it as a Lender.197

Form of Assignment and Assumption079072-0013-11835-13925404

2. Payments. From and after the Effective Date, the Administrative Agent shall198make all payments in respect of [the][each] Assigned Interest (including payments of principal,199interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued200to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have201accrued from and after the Effective Date.202

3. General Provisions. This Assignment and Assumption shall be binding upon, and203inure to the benefit of, the parties hereto and their respective successors and assigns. This204Assignment and Assumption may be executed in any number of counterparts, which together205shall constitute one instrument. Delivery of an executed counterpart of a signature page of this206Assignment and Assumption by telecopy shall be effective as delivery of a manually executed207counterpart of this Assignment and Assumption. This Assignment and Assumption shall be208governed by, and construed in accordance with, the law of the State of New York.209

079072-0013-11835-13925404

FORM OF ADMINISTRATIVE QUESTIONNAIRE210

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225

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079072-0013-11835-13925404

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231

Form of Loan Note

EXHIBIT D232

FORM OF LOAN NOTE233

[ ], 2013234

FOR VALUE RECEIVED, the undersigned, hereby promises to pay to ______________235or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as236hereinafter defined), the principal amount of the Loan made by the Lender to the Borrower under237that certain Loan Agreement, dated as of May 1, 2013 (as amended, restated, supplemented or238otherwise modified in writing from time to time, the “Agreement;” the terms defined therein239being used herein as therein defined), among ALGECO SCOTSMAN PIK S.A., a société240anonyme incorporated under the laws of the Grand Duchy of Luxembourg, having its registered241office at 20, rue Eugéne Ruppert, L-2453 Luxembourg and registered with the Luxembourg242Registre du Commerce et des Sociétés with a number B176700 (the “Borrower”),243ALGECO/SCOTSMAN HOLDING S.à R.L., a société à responsabilité limitée incorporated244under the laws of the Grand Duchy of Luxembourg, having its registered office at 20, rue Eugéne245Ruppert, L-2453 Luxembourg and registered with the Luxembourg Registre due Commerce et246des Sociétés under number B 132.028 having a share capital of €225,898,514, each lender from247time to time party thereto, and WILMINGTON TRUST (LONDON) LIMITED, as248administrative agent.249

The Borrower promises to pay interest on the unpaid principal amount of the Loan from250the date of such Loan until such principal amount is paid in full, at such interest rates and at such251times as provided in the Agreement. All payments of principal and interest shall be made to the252Administrative Agent for the account of the Lender in Dollars in immediately available funds. If253any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be254paid upon demand, from the due date thereof until the date of actual payment (and before as well255as after judgment) computed at the per annum rate set forth in the Agreement.256

This Loan Note is one of the Loan Notes referred to in the Agreement, is entitled to the257benefits thereof and may be prepaid in whole or in part subject to the terms and conditions258provided therein. This Loan Note is also entitled to the benefits of the Guarantee and is secured259by the Pledged Collateral. Upon the occurrence and continuation of one or more of the Events of260Default specified in the Agreement, all amounts then remaining unpaid on this Loan Note shall261become, or may be declared to be, immediately due and payable all as provided in the262Agreement. The Loan made by the Lender shall be evidenced by one or more loan accounts or263records maintained by the Lender in the ordinary course of business. The Lender may also attach264schedules to this Loan Note and endorse thereon the date, amount and maturity of its Loan and265payments with respect thereto.266

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment,267protest and demand and notice of protest, demand, dishonor and non-payment of this Loan Note.268

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Form of Loan Note079072-0013-11835-13925404

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE270WITH THE LAWS OF THE STATE OF NEW YORK.271

ALGECO SCOTSMAN PIK S.A.272273274

By:275Name:276Title:277

278279280281

Form of Loan Note079072-0013-11835-13925404

LOANS AND PAYMENTS WITH RESPECT THERETO282

DateAmount ofLoan Made

End ofInterestPeriod

Amount ofPrincipal orInterest Paid

This Date

OutstandingPrincipal

Balance ThisDate

NotationMade By

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