Exhibit 4.3.1


 


FIRST SUPPLEMENTAL INDENTURE


 


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”).


 


WHEREAS, the Company, the
Guarantors, the Subordinated Guarantor and the Trustee are parties to that
certain Indenture, dated as of August 18, 2003 (the “Indenture”),
pursuant to which the Company’s 10% Senior Secured Notes due 2008 (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given and, as of the date hereof, have not withdrawn their consent to the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 Guarantor, 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
Scotsman 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 outstanding without complying with the requirements of the first sentence
of this paragraph (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 in connection with a transaction permitted by
the second paragraph of this Section 5.01, the Issuer shall not permit the
Subordinated Guarantor, 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


 


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Person; provided that the Subordinated Guarantor may
be consolidated with, merged with or into, or transfer all or substantially all
its assets to, the Issuer or any Guarantor with the consent of the holders of
all Subordinated Guarantor Senior Indebtedness outstanding (in which case, if
such consent has been given, the provisions of the Subordinated Guarantee and Section 11.02
of this Indenture with respect to the Subordinated Guarantee 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 XII;


 


(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)                                institutes
or has instituted against it any proceeding seeking (x) to adjudicate it a
bankrupt or insolvent, (y) liquidation, winding-up, reorganization,
arrangement, adjustment, protection, relief or composition of the Issuer or any
Significant Subsidiary or their respective debts under any Bankruptcy Law
including any plan of compromise or arrangement or other corporate proceeding
involving or affecting its creditors;


 


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


 


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


 


(E)                                 makes
a general assignment for the benefit of its creditors;


 


(F)                                 or
takes any comparable action under any foreign laws relating to insolvency;


 


(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, liquidation, reorganization, arrangement, adjustment,
protection, relief or composition of the Issuer or any Significant Subsidiary
or their respective debts; 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];


 


(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); or


 


(11)                            unless
all of the Collateral shall have been released from the Second Priority Liens
in accordance with the provisions of the Security Documents and this Indenture,
(a) any default by the Issuer or any of its Restricted Subsidiaries in the
performance of the Security Documents which adversely affects the
enforceability, validity, perfection (in the case of Collateral for which
perfection is required under the Security Documents) or priority of any


 


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Second Priority Lien on a
material portion of the Collateral granted to the Collateral Agent for its
benefit and the benefit of the Trustee and the Holders, (b) the repudiation
or disaffirmation by the Issuer or any of its Restricted Subsidiaries of its
material obligations under the Security Documents or (c) the determination
in a final, non-appealable judicial proceeding that the Security Documents are
unenforceable or invalid against the Issuer or any of its Restricted
Subsidiaries that are party thereto for any reason with respect to a material
portion of the Collateral (which default, repudiation, disaffirmation or
determination is not rescinded, stayed or waived by the Persons having such
authority pursuant to the Security Documents or otherwise cured within 30 days
after notice to the Issuer).


 


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) or (11) 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) or (11) 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:


 


“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 (1) 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 (A) have become due and payable by reason of the
mailing of a notice of redemption or otherwise, (B) will become due and
payable within one year or (C) are to be called for redemption within 12
months under arrangements reasonably satisfactory to the Trustee for


 


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the giving of notice of redemption by the Trustee in
the name and at the reasonable expense of the Issuer, and the Issuer, any
Guarantor or the Subordinated Guarantor have irrevocably deposited or caused to
be deposited with the Trustee as trust funds in trust solely for the benefit of
the Holders, cash in U.S. dollars, non-callable direct obligations of the
United States maturing within one year or less (“Eligible Obligations”),
or a combination of cash in U.S. dollars and Eligible Obligations, in amounts
as will be sufficient to pay and discharge the entire Indebtedness on the Notes
not delivered to the Trustee for cancellation for principal, premium and
Additional Interest on the Notes, if any, and accrued interest to the date of
maturity or redemption, as the case may be; (2) no Default or Event of
Default has occurred and is continuing on the date of the deposit or will occur
as a result of the deposit and the deposit will not result in a breach or
violation of, or constitute a default under, any other material instrument to
which the Issuer, any Guarantor or the Subordinated Guarantor is a party or by
which the Issuer, any Guarantor or the Subordinated Guarantor is bound; (3) the
Issuer, each Guarantor and the Subordinated Guarantor have paid or caused to be
paid all sums payable by them under this Indenture; and (4) the Issuer has
delivered irrevocable instructions to the Trustee under this Indenture to apply
the deposited money toward the payment of the Notes at maturity or the
redemption date, as the case may be.


 


In addition, the Issuer must deliver an Officers’
Certificate and an opinion of counsel to the Trustee stating that all
conditions precedent to satisfaction and discharge of this Indenture with
respect to the Notes have been satisfied.


 


Upon satisfaction of the above conditions, the
Guarantees and the Subordinated Guarantee shall be released and the Issuer, the
Guarantors and the Subordinated Guarantor will be entitled to releases of any
asset or property constituting Collateral from the Liens securing the Notes,
the Guarantees and the Subordinated Guarantee.


 


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, 


 


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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, the Guarantors, if any, and the
Subordinated Guarantor released with respect to 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 it relates to Significant
Subsidiaries), (10) or (11) will no longer constitute an Event of Default
with respect to the Notes.  Upon
satisfaction of the conditions set forth below for Legal Defeasance or Covenant
Defeasance, as the case may be, the Guarantees and the Subordinated Guarantee
shall be released and the Issuer, the Guarantors and the Subordinated Guarantor
will be entitled to releases of any asset or property constituting Collateral
from the Liens securing the Notes, the Guarantees and the Subordinated
Guarantee.


 


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 Second Supplemental Indenture are hereby deleted in their
entirety.


 


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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 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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  WILLIAMS SCOTSMAN OF CANADA,

  
	
   

  	
   

  	
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
   

  	
  By:

  	
  /s/ John B. Ross

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John B. Ross

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  WILLSCOT EQUIPMENT, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


	
   

  	
  By:

  	
  /s/ John B. Ross

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John B. Ross

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
					



 


	
   

  	
  U.S.  BANK NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  



 


	
   

  	
  By:

  	
  /s/ Richard H. Prokosch

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard H. Prokosch

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 


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