Williams Scotsman International Inc Sample Contracts

STOCK PURCHASE AGREEMENT BY AND BETWEEN WILLIAMS SCOTSMAN, INC.
Stock Purchase Agreement • November 13th, 1998 • Scotsman Holdings Inc • Services-equipment rental & leasing, nec • Georgia
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EXHIBIT 4.1 ----------- WILLIAMS SCOTSMAN, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 19th, 2006 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • New York
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EXHIBIT 10.7
Incentive Stock Option Agreement • March 31st, 1998 • Scotsman Holdings Inc • Services-equipment rental & leasing, nec • Maryland
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Exhibit 99.1 THIRD AMENDMENT, CONSENT AND WAIVER TO CREDIT AGREEMENT ------------------------------------------------------- THIRD AMENDMENT, CONSENT AND WAIVER TO CREDIT AGREEMENT (this "Third Amendment"), dated as of January 26, 2001, among SCOTSMAN...
Credit Agreement • February 13th, 2001 • Scotsman Holdings Inc • Services-equipment rental & leasing, nec • New York
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EMPLOYMENT AGREEMENT
Employment Agreement • August 25th, 2005 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • Maryland

THIS AGREEMENT (“Agreement”) is made as of , 2005 between Williams Scotsman International, Inc., a Delaware corporation and Williams Scotsman Inc., a Maryland corporation (together, the “Company”), and Joseph F. Donegan, an individual (hereinafter called “Employee”).

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WILLIAMS SCOTSMAN, INC. $20,000,000 8 1/2% Senior Notes Due 2015 PURCHASE AGREEMENT
Purchase Agreement • April 28th, 2006 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • New York

Williams Scotsman, Inc., a Maryland corporation (the “Issuer”), hereby confirms its agreement with you (the “Initial Purchaser”) as set forth below.

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WILLIAMS SCOTSMAN OF CANADA, INC.
Canadian Security Agreement • July 8th, 2005 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • Ontario

Amended and restated security agreement dated as of March 26, 2002, amended and restated as of August 18, 2003 and amended and restated as of June 28, 2005, made by Williams Scotsman of Canada, Inc. (the “Obligor”), a corporation incorporated and existing under the laws of the Province of Ontario, to and in favour of Bank of America, N.A. (“BofA”), as Collateral Agent for the benefit of the Secured Creditors (as defined herein).

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AGREEMENT AND PLAN OF MERGER BY AND AMONG RISTRETTO GROUP S.A.R.L., RISTRETTO ACQUISITION CORP., RISTRETTO HOLDINGS SCA, as Guarantor, AND WILLIAMS SCOTSMAN INTERNATIONAL, INC. July 18, 2007
Agreement and Plan of Merger • July 19th, 2007 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • Delaware

This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of this 18th day of July, 2007 by and among Williams Scotsman International, Inc., a Delaware corporation (the “Company”), Ristretto Group S.a.r.l., a Luxembourg company (“Parent”), Ristretto Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Ristretto Holdings SCA, a Luxembourg company, as guarantor solely for the purpose and to the extent set forth in Section 9.14 (the “Guarantor”).

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FIFTH AMENDMENT
Fifth Amendment • April 21st, 2005 • Scotsman Holdings 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.

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as Guarantor - to and in favour of - BANK OF AMERICA, N.A. DEUTSCHE BANK TRUST COMPANY AMERICAS CITICORP USA, INC. WELLS FARGO BANK, N.A. LEHMAN COMMERCIAL PAPER INC. BANC OF AMERICA SECURITIES LLC DEUTSCHE BANK SECURITIES INC. AND THE OTHER FINANCIAL...
Canadian Subsidiary Guarantee • July 8th, 2005 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • Ontario

Guarantee dated as of March 26, 2002, amended and restated as of June 28, 2005, made by WILLIAMS SCOTSMAN OF CANADA, INC., a corporation incorporated and existing under the laws of the Province of Ontario, to and in favour of the Secured Creditors.

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RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • August 11th, 2006 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • Maryland

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), is made, effective as of the ____ day of _____________ (hereinafter the “Date of Grant”), between Williams Scotsman International, Inc., a Delaware corporation, (the “Company”), and __________ (the “Participant”).

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FIFTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • August 18th, 2005 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • New York

FIFTH SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of July 21, 2005, among Williams Scotsman, Inc., a Maryland corporation (the “Company”), the guarantors (the “Guarantors”) named in the Indenture (as defined below), Willscot Equipment, LLC (the “Subordinated Guarantor”) and The Bank of New York, as trustee (the “Trustee”).

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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 AGENT
Security Agreement • July 8th, 2005 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • New York
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RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • August 25th, 2005 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • Maryland

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), is made, effective as of the ____ day of _____________ (hereinafter the “Date of Grant”), between Williams Scotsman International, Inc., a Delaware corporation, (the “Company”), and __________ (the “Participant”).

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Williams Scotsman International, Inc. 7,356,000 Shares(1) Common Stock ($0.01 par value) Underwriting Agreement
Williams Scotsman International • April 28th, 2006 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • New York
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NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • August 25th, 2005 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • Maryland

This NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”), dated as of __________, 200_ (the “Date of Grant”), is made by and between Williams Scotsman International, Inc., a Delaware corporation (the “Company”), and ____________ (the “Participant”).

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BOND PLEDGE AGREEMENT
Bond Pledge Agreement • July 8th, 2005 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec

WHEREAS Williams Scotsman of Canada, Inc. (the “Company”) has created and executed a Bond No. 1 dated June 27, 2005 (the “Bond”) in favour of the Collateral Agent (as defined below), payable on demand in the principal amount of one billion four hundred million dollars ($1,400,000,000) in lawful currency of Canada;

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AMENDED AND RESTATED U.S. PLEDGE AGREEMENT
Pledge Agreement • July 8th, 2005 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • New York

AMENDED AND RESTATED U.S. PLEDGE AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”), dated as of March 26, 2002, amended and restated as of August 18, 2003, and amended and restated as of June 28, 2005 (such date hereinafter being referred to as the “Amendment and Restatement Effective Date”), made by each of the undersigned pledgors (each a “Pledgor” and, together with any other entity that becomes a pledgor hereunder pursuant to Section 25 hereof, the “Pledgors”) to BANK OF AMERICA, N.A., as collateral agent (together with any successor collateral agent, the “Pledgee”), for the benefit of the Secured Creditors (as defined below) and acknowledged and agreed to by U.S. BANK NATIONAL ASSOCIATION, as trustee (together with any successor trustee, the “Senior Secured Notes Trustee”) for the benefit of the holders from time to time of the Senior Secured Notes (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defin

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VOTING AGREEMENT
Voting Agreement • July 19th, 2007 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • Delaware

This Voting Agreement (“Agreement”) is made and entered into as of July 18, 2007, by and between Ristretto Group S.a r.l., a Luxembourg company (the “Parent”), and the undersigned stockholder (the “Stockholder”) in Williams Scotsman International, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 6 hereof and certain other capitalized terms used in this Agreement that are not defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • August 18th, 2005 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • New York

FIRST SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of July 21, 2005, among Williams Scotsman, Inc., a Maryland corporation (the “Company”), the guarantors (the “Guarantors”) named in the Indenture (as defined below), Willscot Equipment, LLC (the “Subordinated Guarantor”) and U.S. Bank National Association, as trustee (the “Trustee”).

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Underwriting Agreement
Underwriting Agreement • August 18th, 2005 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • New York

Citigroup Global Markets Inc. Lehman Brothers Inc. CIBC World Markets Corp. Robert W. Baird & Co. Banc of America Securities LLC Deutsche Bank Securities Inc., As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013

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AMENDED AND RESTATED CREDIT AGREEMENT among WILLIAMS SCOTSMAN INTERNATIONAL, INC., WILLIAMS SCOTSMAN, INC., VARIOUS FINANCIAL INSTITUTIONS, BANK OF AMERICA, N.A., as Administrative Agent, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Syndication Agent,...
Credit Agreement • July 8th, 2005 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • New York

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 28, 2005, among WILLIAMS SCOTSMAN INTERNATIONAL, INC. (formerly known as Scotsman Holdings, Inc.), a Delaware corporation (“Holdings”), WILLIAMS SCOTSMAN, INC., a Maryland corporation (the “Borrower”), the Lenders party hereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as Syndication Agent (in such capacity, the “Syndication Agent”), CITICORP USA, INC., WELLS FARGO BANK, N.A. and LEHMAN COMMERCIAL PAPER INC., as Co-Documentation Agents (in such capacities, each a “Co-Documentation Agent” and, collectively, the “Co-Documentation Agents”), and BANC OF AMERICA SECURITIES LLC and DEUTSCHE BANK SECURITIES INC., as Co-Lead Arrangers and Joint Book Runners (in such capacities, each a “Co-Lead Arranger” and, collectively, the “Co-Lead Arrangers”). Capitalized terms used and not ot

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SECOND AMENDMENT
Credit Agreement • November 13th, 2006 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • New York

SECOND AMENDMENT (this “Amendment”), dated as of NOVEMBER 10, 2006, among WILLIAMS SCOTSMAN INTERNATIONAL, INC. (formerly known as Scotsman Holdings, Inc.), a Delaware corporation (“Holdings”), WILLIAMS SCOTSMAN, INC., a Maryland corporation (the “Borrower”), the Lenders party to the Credit Agreement referred to below that are party hereto, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, together with its successors in such capacity, the “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.

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FIRST AMENDMENT
First Amendment • April 28th, 2006 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • New York

FIRST AMENDMENT (this “Amendment”), dated as of April 12, 2006, among WILLIAMS SCOTSMAN INTERNATIONAL, INC. (formerly known as Scotsman Holdings, Inc.), a Delaware corporation (“Holdings”), WILLIAMS SCOTSMAN, INC., a Maryland corporation (the “Borrower”), the Lenders from time to time party to the Credit Agreement referred to below, and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), and as Issuing Lender. 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.

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AMENDMENT TO VARIOUS CREDIT DOCUMENTS
Various Credit Documents • March 12th, 2007 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • New York

AMENDMENT TO VARIOUS CREDIT DOCUMENTS (this “Amendment”), dated as of March 9, 2007, among WILLIAMS SCOTSMAN INTERNATIONAL, INC. (formerly known as Scotsman Holdings, Inc.), a Delaware corporation (“Holdings”), WILLIAMS SCOTSMAN, INC., a Maryland corporation (the “Borrower”), the subsidiaries of the Borrower party hereto, the Lenders party to the Credit Agreement referred to below that are party hereto, BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and Collateral Agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”), and each of DEUTSCHE BANK TRUST COMPANY AMERICAS and BT COMMERCIAL CORPORATION, as sub-collateral agents (in such capacity, together with their respective successors in such capacity, the “Sub-Collateral Agents”). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in t

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AMENDED AND RESTATED U.S. SUBSIDIARIES GUARANTY
Williams Scotsman International Inc • July 8th, 2005 • Services-equipment rental & leasing, nec • New York

AMENDED AND RESTATED U.S. SUBSIDIARIES GUARANTY, dated as of March 26, 2002 and amended and restated as of June 28, 2005 (as same may be further amended, amended and restated, modified or supplemented from time to time, this “Guaranty”), made by each Subsidiary of the Borrower whose name appears below (each such Subsidiary, a “Guarantor”, and, collectively, the “Guarantors”). Except as otherwise defined herein, terms used herein and defined in the Credit Agreement (as defined below) shall have their respective meanings as set forth therein.

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Amendment No. 1 to Management Stockholders’ and Optionholders’ Agreement
Optionholders’ Agreement • July 8th, 2005 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • Delaware

This Amendment No. 1 (this “Amendment”) to the Management Stockholders’ and Optionholders’ Agreement (the “Agreement”), is made as of July , 2005, among Williams Scotsman International, Inc. (f/k/a Scotsman Holdings, Inc.), a Delaware corporation (the “Company”), Cypress Merchant Banking Partners L.P., a Delaware limited partnership (“Cypress Onshore”), Cypress Offshore Partners L.P., a Cayman Islands limited partnership (“Cypress Offshore”), Scotsman Partners, L.P., a Texas limited partnership (“Scotsman Partners” and, together with Cypress Onshore and Cypress Offshore, the “Investor Group”), and the parties listed on the signature page hereto holding at least 51% of the aggregate Shares held by all Management Stockholders (each of the Company, the Investor Group, and the Management Stockholders as listed on the signature page hereto being a “Party” and, collectively, the “Parties”). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in th

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VOTING AGREEMENT
Voting Agreement • July 19th, 2007 • Williams Scotsman International Inc • Services-equipment rental & leasing, nec • Delaware

This Voting Agreement (“Agreement”) is made and entered into as of July 18, 2007, by and among Ristretto Group S.a r.l., a Luxembourg company (the “Parent”), and the undersigned stockholders (each, a “Stockholder” and collectively, the “Stockholders”) in Williams Scotsman International, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 6 hereof and certain other capitalized terms used in this Agreement that are not defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).

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