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”).
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, 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”).
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.
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
