Exhibit 4.2.5


 


FIFTH SUPPLEMENTAL INDENTURE


 


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”).


 


WHEREAS, the Company, the
Guarantors, the Subordinated Guarantor and the Trustee are parties to that
certain Indenture, dated as of May 15, 1997 (as supplemented on September 1,
1998, February 4, 1999, June 29, 2001 and March 26, 2002, the “Indenture”),
pursuant to which the Company’s 97¤8%
Senior Notes due 2007 (the “Notes”) were issued.  Capitalized terms used but not defined herein
shall have the same meanings ascribed to such terms in the Indenture;


 


WHEREAS, Section 9.02
of the Indenture provides that the Company and the Trustee may make certain
amendments to the Indenture with the consent of the Holders of at least a majority
in principal amount of the Notes then outstanding;


 


WHEREAS, the Company
distributed an Offer to Purchase and Consent Solicitation Statement dated as of
June 23, 2005, as amended on July 5, 2005 (the “Offer to Purchase”),
in order to, among other things, make an offer to purchase (the “Offer”)
all outstanding Notes upon terms and conditions described in the Offer to
Purchase and to solicit consents (the “Consents”) from the Holders to
amendments to the Indenture (the “Amendments”);


 


WHEREAS, Holders of at
least a majority in aggregate principal amount of the Notes outstanding have
given and, as of the date hereof, have not withdrawn their consent to the
Amendments; and


 


WHEREAS, the execution of
this Supplemental Indenture by the parties hereto is in all respects authorized
by the provisions of the Indenture, the Company has delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel with respect to such
authorization, and all things necessary to make this Supplemental Indenture a
valid agreement of the Company and the Trustee in accordance with its terms
have been done.


 


NOW THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Company, the Guarantors, the
Subordinated Guarantor and the Trustee mutually covenant and agree as follows:


 


1.                                       Effect.
This Supplemental Indenture shall become effective upon its execution and
delivery by the parties hereto.  Notwithstanding
the foregoing, the amendments set forth in Section 2 below shall only
become operative when validly tendered Notes representing at least a majority
of the then aggregate outstanding principal amount of the Notes (excluding for
such purposes any Notes owned by the Company or 


 





















 


any of its Affiliates) are accepted for purchase
pursuant to the Offer.  If, after the
date hereof, either the Offer is terminated or withdrawn or all payments in
respect of the Notes accepted for payment pursuant to the Offer are not made on
the Initial Payment Date or Subsequent Payment Date (as defined in the Offer to
Purchase), as applicable, the amendments set forth in Section 2 shall have
no effect and the Indenture shall be deemed to be amended so that it reads the
same as it did immediately prior to the date hereof.


 


2.                                       Amendments.  The Indenture is hereby amended as follows:


 


(a)                                  The
text of Sections 4.03, 4.04, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15,
4.16 and 4.17 of the Indenture is hereby deleted in its entirety and these
Sections shall be of no further force and effect and the words “[INTENTIONALLY OMITTED]”
shall be inserted, in each case, in place of the deleted text.


 


(b)                                 Section 4.05
is hereby amended to read as follows:


 


“The Issuer shall
comply with TIA § 314(a).”


 


(c)                                  Section 5.01
is hereby amended to read as follows:


 


“The Issuer shall not consolidate with or merge with
or into, or convey, transfer or lease, in one transaction or a series of
transactions, all or substantially all its assets to, any Person (including
Holdings), unless the resulting, surviving or transferee Person (the “Successor
Issuer”) shall expressly assume, by an indenture supplemental thereto,
executed and delivered to the Trustee, in form reasonably satisfactory to the
Trustee, all the obligations of the Issuer under the Notes and this Indenture.


 


The Subordinated Guarantor may be consolidated with,
may be merged into or may transfer all or substantially all its assets to the
Issuer with the consent of the holders of all Subordinated Guarantor Senior
Indebtedness then outstanding (in which case, if such consent has been given,
the Subordinated Guarantee (including, without limitation, the provisions of Section 11.02)
shall terminate and be extinguished).


 


The Successor Issuer shall be the successor to the
Issuer and shall succeed to, and be substituted for, and may exercise every
right and power of, the Issuer under this Indenture, but the predecessor Issuer
in the case of a conveyance, transfer or lease shall not be released from the
obligation to pay the principal of and interest on the Notes.


 


Except as provided above in the second paragraph of
this Section 5.01, the Issuer shall not permit the Subordinated Guarantor
to, and the Subordinated Guarantor shall not, consolidate with or merge into or
with, or convey, transfer or lease, in any transaction or a series of related
transactions, all or substantially all of its assets to any Person; provided
that the Subordinated Guarantor may be consolidated with, merged with or 


 


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into, or transfer all or substantially all its assets
to, any Guarantor with the consent of the holders of all Subordinated Guarantor
Senior Indebtedness then outstanding (in which case, if such consent has been
given, the provisions of the Subordinated Guarantee and Section 11.02 of
this Indenture shall terminate and be extinguished).


 


Notwithstanding the above provisions, (x) one or more
transfers of assets to the Subordinated Guarantor shall be permitted and (y)
the Subordinated Guarantor may lease any or all of its assets to the Issuer or
any Wholly Owned Subsidiary of the Issuer at any time.”


 


(d)                                 Section 6.01
is hereby amended to read as follows:


 


“An “Event of Default” occurs if:


 


(1)                                  the
Issuer defaults in any payment of interest on any Note when the same becomes
due and payable and such default continues for a period of 30 days;


 


(2)                                  the
Issuer defaults in the payment of the principal of any Note when the same
becomes due and payable at its Stated Maturity, upon optional redemption, upon
required repurchase, upon declaration or otherwise, whether or not such payment
shall be prohibited by Article Eleven;


 


(3)                                  the
Issuer fails to comply with Section 5.01;


 


(4)                                  the
Issuer fails to comply with Section 4.05 and such failure continues for 30
days after the notice specified below;


 


(5)                                  [Intentionally
omitted];


 


(6)                                  [Intentionally
omitted];


 


(7)                                  the
Issuer or any Significant Subsidiary pursuant to or within the meaning of any
Bankruptcy Law:


 


(A)                              commences
a voluntary case;


 


(B)                                consents
to the entry of an order for relief against it in an involuntary case;


 


(C)                                consents
to the appointment of a Custodian of it or for any substantial part of its
property; or


 


(D)                               makes
a general assignment for the benefit of its creditors; or takes any comparable
action under any foreign laws relating to insolvency;


 


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(8)                                  a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:


 


(A)                              is
for relief against the Issuer or any Significant Subsidiary in an involuntary
case;


 


(B)                                appoints
a Custodian of the Issuer or any Significant Subsidiary or for any substantial
part of its property; or


 


(C)                                orders
the winding up or liquidation of the Issuer or any Significant Subsidiary; or
any similar relief is granted under any foreign laws and the order or decree
remains unstayed and in effect for 60 days;


 


(9)                                  [Intentionally
omitted]; or


 


(10)                            any of
the Guarantees or the Subordinated Guarantee ceases to be in full force and
effect or any of the Guarantees or the Subordinated Guarantee is declared to be
null and void and unenforceable or any of the Guarantees or the Subordinated
Guarantee is found to be invalid, in each case by a court of competent
jurisdiction in a final non-appealable judgment, or any of the Guarantors or
the Subordinated Guarantor denies its liability under its Guarantee or the
Subordinated Guarantee (other than by reason of release of a Guarantor or the
Subordinated Guarantor in accordance with the terms of this Indenture).


 


The foregoing will constitute Events of Default
whatever the reason for any such Event of Default and whether it is voluntary
or involuntary or is 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.


 


A Default under clause (4) above is not an Event
of Default until the Trustee or the Holders of at least 25% in principal amount
of the outstanding Notes notify the Issuer of the Default and the Issuer does
not cure such Default within the time specified after receipt of such
notice.  Such notice must specify the
Default, demand that it be remedied and state that such notice is a “Notice of
Default”.


 


The issuer shall deliver to the Trustee, within 30
days after the occurrence thereof, written notice in the form of an Officer’s
Certificate of any Event of Default under clause (4) above, its status and
what action the issuer is taking or proposes to take with respect thereto.”


 


(e)                                  Section 8.01
is hereby amended to read as follows:


 


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“This Indenture will be discharged and will cease to
be of further effect (except as to surviving rights of registration of transfer
or exchange of the Notes, as expressly provided for in this Indenture) as to
all outstanding Notes when (a) either (i) all Notes, theretofore
authenticated and delivered (except lost, stolen or destroyed Notes which have
been replaced or paid and Notes for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Issuer and thereafter
repaid to the Issuer or discharged from such trust) have been delivered to the
Trustee for cancellation or (ii) all Notes not theretofore delivered to
the Trustee for cancellation have become due and payable and the Issuer has
irrevocably deposited or caused to be deposited with the Trustee funds in an
amount sufficient to pay and discharge the entire Indebtedness on the Notes not
theretofore delivered to the Trustee for cancellation, for principal of,
premium, if any, and interest on the Notes to the date of deposit together with
irrevocable instructions from the Issuer directing the Trustee to apply such
funds to the payment thereof at maturity or redemption, as the case may be; (b) the
Issuer has paid all other sums payable under this Indenture by the Issuer; and (c) the
Issuer has delivered to the Trustee an officers’ certificate and an opinion of
counsel stating that all conditions precedent under this Indenture relating to
the satisfaction and discharge of this Indenture have been complied with;
provided, however, that such counsel may rely, as to matters of fact, on a
certificate or certificates of officers of the Issuer.


 


The Issuer may, at its option and at any time, elect
to have its obligations and the obligations of the Guarantors and the
Subordinated Guarantor discharged with respect to the Notes, the Guarantees,
the Subordinated Guarantee and this Indenture (“Legal Defeasance”). Such
Legal Defeasance means that the Issuer shall be deemed to have paid and
discharged the entire indebtedness represented by the outstanding Notes, and
satisfied all of its obligations with respect to the Notes, except for (a) the
rights of Holders to receive payments in respect of the principal of and interest
on the Notes when such payments are due, (b) the Issuer’s obligations with
respect to the Notes concerning issuing temporary Notes, registration of Notes,
mutilated, destroyed, lost or stolen Notes and the maintenance of an office or
agency for payments, (c) the rights, powers, trust, duties and immunities
of the Trustee and the Issuer’s obligations in connection therewith and (d) the
Legal Defeasance provisions of this Section 8.01. In addition, the Issuer
may, at its option and at any time, elect to have the obligations of the
Issuer, Holdings and the Guarantors, if any, released with respect to covenants
contained in Section 4.05 (“Covenant Defeasance”) and thereafter
any omission to comply with such obligations shall not constitute a Default or
Event of Default with respect to the Notes. In the event of Covenant
Defeasance, those events described under Section 6.01(4), (7) (as it
relates to Significant Subsidiaries), (8) (as 


 


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it relates to Significant Subsidiaries) and (10) will
no longer constitute an Event of Default with respect to the Notes.


 


In order to exercise either Legal Defeasance or
Covenant Defeasance:


 


(a)                                  the
Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders money or U.S. Government Obligations, or a combination thereof, in
such amounts as will be sufficient to pay 
the principal of, premium, if any, and interest on the Notes to
redemption or maturity, as the case may be;


 


(b)                                 the
Issuer shall have delivered to the Trustee an officers’ certificate stating
that the deposit was not made by the Issuer with the intent of preferring the
Holders over any other creditors of either Issuer or with the intent of
defeating, hindering, delaying or defrauding any other creditors of the Issuer
or others; and


 


(c)                                  the
Issuer shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for or
relating to the Legal Defeasance or the Covenant Defeasance, as the case may
be, have been complied with; provided, however, that such counsel may rely, as
to matters of fact, on a certificate or certificates of officers of the Issuer.”


 


(f)                                    Any
definitions used exclusively in the provisions of the Indenture or Notes that
are deleted pursuant to this Section 2, and any definitions used
exclusively within such definitions, are hereby deleted in their entirety from
the Indenture and the Notes, and all references in the Indenture and the Notes
to paragraphs, Sections, Articles or other terms or provisions of the Indenture
referred to in this Section 2 above or that have been otherwise deleted
pursuant to this Fifth Supplemental Indenture are hereby deleted in their
entirety.


 


3.                                       Notice
of Supplemental Indenture.  The Company
shall mail notice of this Supplemental Indenture to the Holders as required by Section 9.02
of the Indenture.


 


4.                                       Governing
Law. This Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York.


 


5.                                       Counterparts.  This Supplemental Indenture may be executed
in one or more counterparts, each of which shall be an original, but all of
which together shall constitute one and the same document.


 


6.                                       Effect
on Indenture.  This Supplemental Indenture
shall form a part of the Indenture for all purposes, and every Holder of Notes
heretofore or hereafter authenticated and delivered shall be bound hereby.
Except as expressly set forth herein, the Indenture is in all respects ratified
and confirmed and all the terms, conditions and 


 


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provisions thereof shall remain in full force and
effect, including with respect to this Supplemental Indenture.


 


7.                                       Conflict
with Trust Indenture Act.  If any
provision of this Supplemental Indenture limits, qualifies or conflicts with
any provision of the Trust Indenture Act that may not be so limited, qualified
or conflicted with, such provision of such Act shall control.  If any provision of this Supplemental
Indenture modifies or excludes any provision of the Trust Indenture Act that
may be so modified or excluded, the provision of such Act shall be deemed to
apply to the Indenture as so modified or to be excluded by this Supplemental
Indenture, as the case may be.


 


8.                                       Separability
Clause.  In case any provision in
this Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


 


9.                                       Effect
of Headings.  The Article and Section headings
herein are for convenience only and shall not affect the construction hereof.


 


10.                                 Benefits
of Supplemental Indenture, etc. 
Nothing in this Supplemental Indenture, the Indenture or the Notes,
express or implied, shall give to any person, other than the parties hereto and
thereto and their successors hereunder and thereunder and the Holders of Notes,
any benefit of any legal or equitable right, remedy or claim under the
Indenture, this Supplemental Indenture or the Notes.


 


11.                                 Successors
and Assigns.  All agreements of the Company
in this Supplemental Indenture and the Notes shall bind its successors.


 


12.                                 Trustee.  The Trustee makes no representations as to
the validity or sufficiency of this Supplemental Indenture.  The recitals and statements herein are deemed
to be those of the Company and not of the Trustee.


 


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IN WITNESS WHEREOF, the
parties have executed this Supplemental Indenture as of the date first written
above.


 


	
   

  	
  WILLIAMS SCOTSMAN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John B. Ross

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John B. Ross

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  
					



 


	
   

  	
   

  
	
   

  	
  EVERGREEN MOBILE
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John B. Ross

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John B. Ross

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SPACE MASTER
  INTERNATIONAL, INC.

  
	
   

  	
   

  
					



 


	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John B. Ross

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John B. Ross

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
					



 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRUCK &
  TRAILER SALES, INC.

  
	
   

  	
   

  



 


	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John B. Ross

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John B. Ross

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
					



 


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  WILLIAM SCOTSMAN OF
  CANADA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John B. Ross

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John B. Ross

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
					



 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILLSCOT EQUIPMENT, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  William Scotsman, Inc.

  
	
   

  	
   

  	
   

  	
  as Sole Member

  
	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John B. Ross

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John B. Ross

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  
					



 


	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK,
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geovanni Barris

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Geovanni Barris

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 


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