Williams Scotsman Inc Sample Contracts

EXHIBIT 4.2 ----------- WILLIAMS SCOTSMAN, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 10th, 2002 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • New York
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SECOND
Indenture • June 10th, 2002 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • New York
EXHIBIT 10.7
Incentive Stock Option Agreement • March 31st, 1998 • Scotsman Group Inc • Services-equipment rental & leasing, nec • Maryland
CONFORMED COPY WITH EXHIBITS F, J AND K CONFORMED AS EXECUTED] CREDIT AGREEMENT
Credit Agreement • March 31st, 1999 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • New York
EXHIBIT 10.1 ------------ CREDIT AGREEMENT
Credit Agreement • April 18th, 2002 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • New York
BY AND AMONG
Recapitalization Agreement • June 5th, 1997 • Scotsman Group Inc • Services-equipment rental & leasing, nec • Delaware
FIRST
Supplemental Indenture • June 10th, 2002 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • New York
EMPLOYMENT AGREEMENT
Employment 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 AGREEMENT
Purchase 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 AMENDMENT
Fifth 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 AGREEMENT
Pledge 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 AGENT
Security Agreement • August 15th, 2005 • Williams Scotsman Inc • Services-equipment rental & leasing, nec • New York
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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 Release
Williams 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 AGREEMENT
Limited 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 AGREEMENT
Employment 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’ Agreement
Optionholders’ 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 AGREEMENT
Registration 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 I
Management 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 AGREEMENT
Incentive 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”).

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