EXHIBIT 4.2 ----------- WILLIAMS SCOTSMAN, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 10th, 2002 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • New York
SECONDIndenture • June 10th, 2002 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • New York
FIRST AMENDMENT TO CREDIT AGREEMENT ----------------------------------- FIRST AMENDMENT (this "Amendment"), dated as of July 7, 1999, among SCOTSMAN HOLDINGS, INC., a Delaware corporation ("Holdings"), WILLIAMS SCOTSMAN, INC., a Maryland corporation...Credit Agreement • November 12th, 1999 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • New York
EXHIBIT 10.7Incentive Stock Option Agreement • March 31st, 1998 • Scotsman Group Inc • Services-equipment rental & leasing, nec • Maryland
SECOND AMENDMENT TO CREDIT AGREEMENT ------------------------------------ SECOND AMENDMENT (this "Second Amendment"), dated as of September 15, 1999, among SCOTSMAN HOLDINGS, INC., a Delaware corporation ("Holdings"), WILLIAMS SCOTSMAN, INC., a...Credit Agreement • November 12th, 1999 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • New York
CONFORMED COPY WITH EXHIBITS F, J AND K CONFORMED AS EXECUTED] CREDIT AGREEMENTCredit Agreement • March 31st, 1999 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • New York
EXHIBIT 10.1 ------------ CREDIT AGREEMENTCredit Agreement • April 18th, 2002 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • New York
BY AND AMONGRecapitalization Agreement • June 5th, 1997 • Scotsman Group Inc • Services-equipment rental & leasing, nec • Delaware
FOURTH AMENDMENT FOURTH AMENDMENT (this "Amendment"), dated as of September 24, 2004, among SCOTSMAN HOLDINGS, INC., a Delaware corporation ("Holdings"), WILLIAMS SCOTSMAN, INC., a Maryland corporation (the "Borrower"), the Lenders from time to time...Fourth Amendment • November 12th, 2004 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • New York
SCOTSMAN HOLDINGS, INC. 1997 EMPLOYEE STOCK OPTION PLAN AMENDED AND RESTATED INCENTIVE STOCK OPTION AGREEMENT THIS AMENDED AND RESTATED INCENTIVE STOCK OPTION AGREEMENT (this "Agreement") is made as of the 15th day of December, 1998, by and between...Incentive Stock Option Agreement • March 31st, 1999 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • Maryland
Exhibit 10.9 AMENDMENT NO. 8 TO LOAN AND SECURITY AGREEMENT THE SCOTSMAN GROUP, INC. 8211 Town Center Drive Baltimore, Maryland 21236 September 30, 1996 Congress Financial Corporation 1133 Avenue of the Americas New York, New York 10036 Gentlemen:...Loan and Security Agreement • March 31st, 1997 • Scotsman Group Inc • Services-equipment rental & leasing, nec • New York
FIRSTSupplemental Indenture • June 10th, 2002 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • New York
Exhibit 10.10 AMENDMENT NO. 9 TO LOAN AND SECURITY AGREEMENT WILLIAMS SCOTSMAN, INC. 8211 Town Center Drive Baltimore, Maryland 21236 January 31, 1997 Congress Financial Corporation 1133 Avenue of the Americas New York, New York 10036 Gentlemen:...Loan and Security Agreement • March 31st, 1997 • Scotsman Group Inc • Services-equipment rental & leasing, nec • New York
outstanding Revolving Loans pro rata on the basis of their respective -------- Revolving Credit Commitments (as in effect on each respective Additional Revolving Credit Commitment Effective Date and after giving effect thereto), it being understood...Credit Agreement • February 12th, 2001 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • New York
EMPLOYMENT AGREEMENTEmployment Agreement • October 25th, 2005 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • Maryland
THIS AGREEMENT (“Agreement”) is made as of September 23, 2005 between Williams Scotsman International, Inc., a Delaware corporation and Williams Scotsman Inc., a Maryland corporation (together, the “Company”), and John B. Ross, an individual (hereinafter called “Employee”).
AMENDMENT NO. 1 TO INVESTOR STOCKHOLDERS AGREEMENT THIS AMENDMENT TO INVESTOR STOCKHOLDERS AGREEMENT, dated as of September 1, 1998 (this "Amendment and Waiver"), amends the Investor Stockholders Agreement dated as of May 22, 1997 (the "Investor...Investor Stockholders Agreement • March 31st, 1999 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • Delaware
PURCHASE AGREEMENTPurchase Agreement • October 25th, 2005 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • New York
Williams Scotsman, Inc., a Maryland corporation (the “Issuer”), hereby confirms its agreement with you (the “Initial Purchasers”) as set forth below.
WILLIAMS SCOTSMAN OF CANADA, INC.Canadian Security Agreement • August 15th, 2005 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • Ontario
Amended and restated security agreement dated as of March 26, 2002, amended and restated as of August 18, 2003 and amended and restated as of June 28, 2005, made by Williams Scotsman of Canada, Inc. (the “Obligor”), a corporation incorporated and existing under the laws of the Province of Ontario, to and in favour of Bank of America, N.A. (“BofA”), as Collateral Agent for the benefit of the Secured Creditors (as defined herein).
FIFTH AMENDMENTFifth Amendment • April 21st, 2005 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • New York
FIFTH AMENDMENT (this “Amendment”), dated as of April 15, 2005, among SCOTSMAN HOLDINGS, INC., a Delaware corporation (“Holdings”), WILLIAMS SCOTSMAN, INC., a Maryland corporation (the “Borrower”), the Lenders from time to time party to the Credit Agreement referred to below (the “Lenders”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
as Guarantor - to and in favour of - BANK OF AMERICA, N.A. DEUTSCHE BANK TRUST COMPANY AMERICAS CITICORP USA, INC. WELLS FARGO BANK, N.A. LEHMAN COMMERCIAL PAPER INC. BANC OF AMERICA SECURITIES LLC DEUTSCHE BANK SECURITIES INC. AND THE OTHER FINANCIAL...Canadian Subsidiary Guarantee • August 15th, 2005 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • Ontario
Guarantee dated as of March 26, 2002, amended and restated as of June 28, 2005, made by WILLIAMS SCOTSMAN OF CANADA, INC., a corporation incorporated and existing under the laws of the Province of Ontario, to and in favour of the Secured Creditors.
AMENDED AND RESTATED U.S. PLEDGE AGREEMENTPledge Agreement • August 15th, 2005 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • New York
AMENDED AND RESTATED U.S. PLEDGE AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”), dated as of March 26, 2002, amended and restated as of August 18, 2003, and amended and restated as of June 28, 2005 (such date hereinafter being referred to as the “Amendment and Restatement Effective Date”), made by each of the undersigned pledgors (each a “Pledgor” and, together with any other entity that becomes a pledgor hereunder pursuant to Section 25 hereof, the “Pledgors”) to BANK OF AMERICA, N.A., as collateral agent (together with any successor collateral agent, the “Pledgee”), for the benefit of the Secured Creditors (as defined below) and acknowledged and agreed to by U.S. BANK NATIONAL ASSOCIATION, as trustee (together with any successor trustee, the “Senior Secured Notes Trustee”) for the benefit of the holders from time to time of the Senior Secured Notes (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defin
AMENDED AND RESTATED U.S. SECURITY AGREEMENT among WILLIAMS SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., CERTAIN SUBSIDIARIES and BANK OF AMERICA, N.A. as COLLATERAL AGENTSecurity Agreement • August 15th, 2005 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • New York
WILLIAMS SCOTSMAN, INC., as Issuer, WILLIAMS SCOTSMAN INTERNATIONAL, INC., EVERGREEN MOBILE COMPANY, SPACE MASTER INTERNATIONAL, INC., TRUCK & TRAILER SALES, INC. AND WILLIAMS SCOTSMAN OF CANADA, INC., as Guarantors, WILLSCOT EQUIPMENT, LLC, as...Williams Scotsman • October 25th, 2005 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • New York
INDENTURE, dated as of September 29, 2005, among WILLIAMS SCOTSMAN, INC., a Maryland corporation (the “Issuer”), WILLIAMS SCOTSMAN INTERNATIONAL, INC., a Delaware corporation, EVERGREEN MOBILE COMPANY, a Washington corporation, SPACE MASTER INTERNATIONAL, INC., a Georgia corporation, TRUCK & TRAILER SALES, INC., a Missouri corporation, and WILLIAMS SCOTSMAN OF CANADA, INC., a Canadian corporation, as Guarantors (as defined herein), WILLSCOT EQUIPMENT, LLC, a Delaware limited liability company (“Willscot”), as Subordinated Guarantor (as defined herein) and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (the “Trustee”).
Re: Severance Agreement and General ReleaseWilliams Scotsman Inc • March 31st, 2005 • Services-equipment rental & leasing, nec • Maryland
We are interested in resolving amicably your separation of employment with the Company, effective January 21, 2005. Toward this end, we propose the following Severance Agreement, which includes a General Release.
Willscot Equipment, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • October 25th, 2005 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Willscot Equipment, LLC, a Delaware limited liability company (the “Company”), dated as of May 22, 1997, as amended and restated as of June 28, 2005, is adopted and entered into by Williams Scotsman, Inc., a Maryland corporation (“Scotsman”), as sole Member (“Member”), (the “Member” and collectively, with all other Persons who from time to time become Members pursuant to this Agreement, the “Members”), pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-10, et seq.), as amended from time to time (the “Act”), and the terms of this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2005 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • Maryland
THIS AGREEMENT is made as of March 25, 2005 between Williams Scotsman, Inc., a corporation (hereinafter called “the Company”), and Robert C. Singer, an individual (hereinafter called “Employee”).
Amendment No. 1 to Management Stockholders’ and Optionholders’ AgreementOptionholders’ Agreement • October 25th, 2005 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • Delaware
This Amendment No. 1 (this “Amendment”) to the Management Stockholders’ and Optionholders’ Agreement (the “Agreement”), is made as of September 23, 2005, among Williams Scotsman International, Inc. (f/k/a Scotsman Holdings, Inc.), a Delaware corporation (the “Company”), Cypress Merchant Banking Partners L.P., a Delaware limited partnership (“Cypress Onshore”), Cypress Offshore Partners L.P., a Cayman Islands limited partnership (“Cypress Offshore”), Scotsman Partners, L.P., a Texas limited partnership (“Scotsman Partners” and, together with Cypress Onshore and Cypress Offshore, the “Investor Group”), and the parties listed on the signature page hereto holding at least 51% of the aggregate Shares held by all Management Stockholders (each of the Company, the Investor Group, and the Management Stockholders as listed on the signature page hereto being a “Party” and, collectively, the “Parties”). All capitalized terms used but not defined herein shall have the meanings ascribed to such term
WILLIAMS SCOTSMAN, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2005 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • New York
Williams Scotsman, Inc., a Maryland corporation (the “Issuer”), proposes to issue and sell to Deutsche Bank Securities Inc., Banc of America Securities LLC, Citigroup Capital Markets Inc., Lehman Brothers Inc. and CIBC World Markets Corp. (collectively, the “Purchasers”), upon the terms set forth in two purchase agreements dated as of September 20, 2005 (collectively, the “Purchase Agreement”), $350,000,000 principal amount of its 8 1/2% Senior Notes Due 2015 (the “Notes”). The Notes will be guaranteed (the “Guarantees”) on a senior unsecured basis by Williams Scotsman International, Inc. (“Parent”), Evergreen Mobile Company (“EMC”), Space Master International, Inc. (“SMI”), Truck & Trailer Sales, Inc. (“TTS”) and Williams Scotsman of Canada, Inc. (“WSC”) and guaranteed on a subordinated unsecured basis (the “Subordinated Guarantee”) by Willscot Equipment, LLC (“Willscot” and together with Parent, EMC, SMI, TTS and WSC, the “Guarantors”). The Notes will be issued pursuant to the provis
ARTICLE IManagement Stockholders' and Optionholders' Agreement • March 31st, 1999 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • Delaware
SCOTSMAN HOLDINGS, INC. EMPLOYEE STOCK OPTION PLAN INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • March 31st, 2005 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • Maryland
THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is made as of the day of , by and between Scotsman Holdings, Inc., a Delaware corporation (the “Company”), and (the “Optionee”).
