Exhibit
4.8


 


WILLIAMS SCOTSMAN, INC.


 


REGISTRATION RIGHTS AGREEMENT


 


September 29, 2005


 


Deutsche Bank Securities Inc.


Banc of America Securities LLC

Citigroup Capital Markets Inc.

Lehman Brothers Inc.


CIBC World Markets Corp.


c/o Deutsche Bank
Securities Inc.

60 Wall Street

New York, New York  10005


 


Ladies and Gentlemen:


 


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 provisions of an Indenture, dated as of September 29, 2005
(as supplemented from time to time, the “Indenture”), between the Issuer, as
issuer, the Guarantors and The Bank of New York, as Trustee (the “Trustee”).


 


As an
inducement to the Purchasers to enter into the Purchase Agreement and in
satisfaction of a condition to your obligations thereunder, the Issuer and the
Guarantors each agree with the Purchasers, for the benefit of the registered
holders of the Notes (including, without limitation, the Purchasers), the
Exchange Notes (as defined below) and the Private Exchange Notes (as defined
below) (collectively, the “Holders”), as follows:


 


SECTION 1.           Registration
Exchange Offer.  The Issuer and the
Guarantors shall use their respective commercially reasonable efforts to prepare
and file within 60 days after the date of original issue of the Notes with
the Securities and Exchange Commission (the “Commission”), a registration
statement (the “Exchange Offer Registration Statement”) on an


 





















 


appropriate form under the Securities Act of 1933, as amended (the “Securities
Act”), with respect to an offer (the “Registration Exchange Offer”) to the
Holders of Transfer Restricted Notes (as defined in Section 6 hereof) who
are not prohibited by any law or policy of the Commission from participating in
the Registration Exchange Offer to issue and deliver to such Holders, in
exchange for the Notes, a like aggregate principal amount of debt securities
(the “Exchange Notes”) of the Issuer issued under the Indenture and identical
in all material respects to the Notes (except for the transfer restrictions
relating to the Notes) that would be registered under the Securities Act.  The Issuer and the Guarantors shall use their
respective commercially reasonable efforts to cause such Exchange Offer
Registration Statement to become effective under the Securities Act within 150
days after the date of original issue of the Notes and shall keep the Exchange
Offer Registration Statement effective for not less than 30 days (or longer, if
required by applicable law) after the date notice of the Registration Exchange
Offer is mailed to the Holders (such period being called the “Exchange Offer
Registration Period”).


 


If the Issuer
and the Guarantors effect the Registration Exchange Offer, the Issuer and the
Guarantors will be entitled to close the Registration Exchange Offer 30 days after
the commencement thereof provided that the Issuer and the Guarantors have
accepted all the Notes theretofore validly tendered in accordance with the
terms of the Registration Exchange Offer.


 


Following the
declaration of the effectiveness of the Exchange Offer Registration Statement, the
Issuer and the Guarantors shall promptly commence the Registration Exchange Offer,
it being the objective of such Registration Exchange Offer to enable each
Holder of Transfer Restricted Notes (as defined below) electing to exchange
such Transfer Restricted Notes for Exchange Notes (assuming that such Holder is
not an affiliate of the Issuer within the meaning of the Securities Act,
acquires the Exchange Notes in the ordinary course of such Holder’s business
and has no arrangements with any person to participate in the distribution of
the Exchange Notes and is not prohibited by any law or policy of the Commission
from participating in the Registration Exchange Offer) to trade such Exchange
Notes from and after their receipt without any limitations or restrictions
under the Securities Act and without material restrictions under the securities
laws of the several states of the United States.  In connection with such Registration Exchange
Offer, the Issuer and the Guarantors shall use their respective commercially
reasonable efforts to consummate the Registration Exchange Offer and shall comply
in all material respects with the applicable requirements of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable
laws and regulations in connection with the Registration Exchange Offer.


 


The Issuer and
the Guarantors each acknowledge that, pursuant to current interpretations by
the Commission’s staff of Section 5 of the Securities Act, in the absence
of an applicable exemption therefrom, (i) each Holder which is a
broker-dealer electing to exchange Notes acquired for its own account as a
result of market-making activities or other trading activities for Exchange
Notes (an “Exchanging Dealer”) is required to deliver a prospectus containing


 


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the information set forth in Annex A hereto
on the cover, in Annex B hereto in the “Exchange Offer Procedures” section and
the “Purpose of the Exchange Offer” section, and in Annex C hereto in the “Plan
of Distribution” section of such prospectus in connection with a sale of any
such Exchange Notes received by such Exchanging Dealer pursuant to the
Registration Exchange Offer and (ii) if the Purchasers are permitted to
and elect to sell Exchange Notes acquired in exchange for Notes constituting
any portion of an unsold allotment, they are required to deliver a prospectus
containing the information required by Item 507 or 508 of Regulation S-K under
the Securities Act, as applicable, in connection with such sale.


 


The Issuer and
the Guarantors shall include within the prospectus contained in the Exchange
Offer Registration Statement a section entitled “Plan of Distribution”,
reasonably acceptable to the Purchasers, which shall contain a summary
statement of the positions taken or policies made by the staff of the
Commission with respect to the potential “underwriter” status of any
broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under
the Exchange Act) of Exchange Notes received by such broker-dealer in the
Registration Exchange Offer (a “Participating Broker-Dealer”), whether such
positions or policies have been publicly disseminated by the staff of the
Commission or such positions or policies, in the reasonable judgment of the
Purchasers based upon advice of counsel (which may be in-house counsel),
represent the prevailing views of the staff of the Commission.


 


The Issuer and
the Guarantors shall use their respective commercially reasonable efforts to
keep the Exchange Offer Registration Statement effective and to amend and supplement
the prospectus contained therein, in order to permit such prospectus to be
lawfully delivered by the Purchasers and all Exchanging Dealers subject to the
prospectus delivery requirements of the Securities Act and shall make such
prospectuses available to the Purchasers and such Exchanging Dealers for such
period of time after the consummation of the Registration Exchange Offer as
such persons must comply with such requirements in order to resell the Exchange
Notes; provided, however,
that such period shall not exceed 120 days (unless extended pursuant to Section 3(j)
below); and provided, further,
that such persons shall not be authorized by the Issuer or the Guarantors to
deliver and shall not deliver any such prospectus after the expiration of such
period in connection with the resales contemplated by this paragraph.


 


The Issuer and
the Guarantors shall make available for a period of 90 days after the
consummation of the Registration Exchange Offer, a copy of the prospectus, and
any amendment or supplement thereto, forming part of the Exchange Offer
Registration Statement to any broker-dealer for use in connection with any
resale of any Exchange Notes.


 


If, upon
consummation of the Registration Exchange Offer, any Purchaser holds Notes
acquired by it as part of its initial distribution, the Issuer and the
Guarantors, simultaneously with the delivery of the Exchange Notes pursuant to
the Registration Exchange Offer, shall issue and deliver to such Purchaser upon
the written request of such Purchaser, in exchange (the “Private Exchange”) for
the Notes held by such Purchaser, a like principal


 


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amount of debt securities of the Issuer
issued under the Indenture and guaranteed by the Guarantors pursuant to the
Guarantee and the Subordinated Guarantee and identical in all material respects
(including the existence of restrictions on transfer under the Securities Act
and the securities laws of the several states of the United States) to the
Notes (the “Private Exchange Notes”). 
The Notes, the Exchange Notes and the Private Exchange Notes are herein
collectively called the “Securities”.


 


In connection
with the Registration Exchange Offer, the Issuer and the Guarantors shall:


 


(a)           mail
to each Holder a copy of the prospectus forming part of the Exchange Offer
Registration Statement, together with an appropriate letter of transmittal and
related documents;


 


(b)           keep
the Registration Exchange Offer open for not less than 30 days (or longer, if
required by applicable law) after the date notice thereof is mailed to the Holders;


 


(c)           utilize
the services of a depositary for the Registration Exchange Offer with an
address in the Borough of Manhattan, The City of New York, which may be the Trustee
or an affiliate of the Trustee;


 


(d)           permit
Holders to withdraw tendered Notes at any time prior to the close of business,
New York time, on the last business day on which the Registration Exchange
Offer shall remain open; and


 


(e)           otherwise
comply in all material respects with all applicable laws.


 


As soon as practicable
after the close of the Registration Exchange Offer or the Private Exchange, as
the case may be, the Issuer and the Guarantors shall:


 


(i)            accept
for exchange all the Notes validly tendered and not withdrawn pursuant to the
Registration Exchange Offer and the Private Exchange;


 


(ii)           deliver,
or cause to be delivered, to the Trustee for cancellation all the Notes so
accepted for exchange; and


 


(iii)          issue,
and cause the Trustee to authenticate and deliver promptly to each Holder of
the Notes, Exchange Notes or Private Exchange Notes, as the case may be, equal
in principal amount to the Notes of such Holder so accepted for exchange.


 


The Indenture
will provide that the Exchange Notes will not be subject to the transfer
restrictions set forth in the Indenture and that all the Securities will vote
and consent


 


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together on all matters as one class and that
none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.


 


Interest on
each Exchange Note and Private Exchange Note issued pursuant to the
Registration Exchange Offer and in the Private Exchange will accrue (i) from
the later of (a) the last interest payment date on which interest was paid
on the Notes surrendered in exchange therefor or (b) if the Note is
surrendered for exchange on a date in a period which includes the record date
for an interest payment date to occur on or after the date of such exchange and
as to which interest will be paid, the date of such interest payment date or (ii) if
no interest has been paid on the Notes, from the date of original issue of the
Notes.


 


Each Holder
participating in the Registration Exchange Offer shall be required to represent
to the Issuer and the Guarantors that at the time of the consummation of the Registration
Exchange Offer (i) any Exchange Notes received by such Holder will be
acquired in the ordinary course of business, (ii) such Holder will have no
arrangements or understanding with any person to participate in the
distribution of the Notes or the Exchange Notes within the meaning of the
Securities Act, (iii) such Holder is not an “affiliate,” as defined in Rule 405
of the Securities Act, of the Issuer or any Guarantor or if it is an affiliate,
such Holder will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable, (iv) if such
Holder is not a broker-dealer, that it is not engaged in, and does not intend
to engage in, the distribution of the Exchange Notes and (v) if such
Holder is a broker-dealer, that it will receive Exchange Notes for its own
account in exchange for Notes that were acquired as a result of market-making
activities or other trading activities and that it will be required to acknowledge
that it will deliver a prospectus in connection with any resale of such Exchange
Notes.


 


Notwithstanding
any other provisions hereof, the Issuer and the Guarantors will ensure that (i) any
Exchange Offer Registration Statement and any amendment thereto and any
prospectus forming part thereof and any supplement thereto complies in all
material respects with the Securities Act and the rules and regulations
thereunder, (ii) any Exchange Offer Registration Statement and any
amendment thereto does not, when it becomes effective, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading and (iii) any
prospectus forming part of any Exchange Offer Registration Statement, and any
supplement to such prospectus, at the time of issuance does not include an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading.


 


SECTION 2.           Shelf
Registration.  If (i) the Issuer
and the Guarantors determine that a Registration Exchange Offer, as contemplated
by Section 1 hereof, is not available or may not be consummated as soon as
practicable after the last date the Registration Exchange Offer is open because
it would violate applicable law or the applicable interpretations


 


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of the staff of the Commission, (ii) the Registration Exchange
Offer is not consummated within 190 days of the date of original issue of the
Notes, (iii) the Purchasers so request with respect to the Notes (or the
Private Exchange Notes) not eligible to be exchanged for Exchange Notes in the
Registration Exchange Offer and held by them following consummation of the
Registration Exchange Offer or (iv) any Holder (other than an Exchanging
Dealer) is not eligible to participate in the Registration Exchange Offer or,
in the case of any Holder (other than an Exchanging Dealer) that participates
in the Registration Exchange Offer, such Holder does not receive freely
tradeable Exchange Notes on the date of the exchange for validly tendered (and
not withdrawn) Notes (and such Holder so notifies the Issuer within 30 days of
the consummation of the Registration Exchange Offer), the Issuer and the
Guarantors shall take the following actions:


 


(a)           The
Issuer and the Guarantors shall use all commercially reasonable efforts to prepare
and file, as promptly as practicable, with the Commission and thereafter to cause
to be declared effective a registration statement (the “Shelf Registration
Statement” and, together with the Exchange Offer Registration Statement, a “Registration
Statement”) on an appropriate form under the Securities Act relating to the
offer and sale of the Transfer Restricted Notes by the Holders thereof from
time to time in accordance with the methods of distribution set forth in the
Shelf Registration Statement and Rule 415 under the Securities Act
(hereinafter, the “Shelf Registration”); provided, however, that no Holder (other than the Purchasers) shall be
entitled to have any Securities held by it covered by such Shelf Registration
Statement unless such Holder agrees in writing to be bound by all the
provisions of this Agreement applicable to such Holder.


 


(b)           The
Issuer and the Guarantors shall use all commercially reasonable efforts to keep
the Shelf Registration Statement continuously effective in order to permit the
prospectus included therein to be lawfully delivered by the Holders of the
relevant Securities, until the period referred to in Rule 144(k) under the
Securities Act after the original issue date of the Notes expires (or for such
longer period if extended pursuant to Section 3(j) below) or such shorter
period that will terminate when all the Securities covered by the Shelf
Registration Statement have been sold pursuant thereto.


 


(c)           Notwithstanding
any other provisions of this Agreement to the contrary, the Issuer and the
Guarantors shall cause the Shelf Registration Statement and the related
prospectus and any amendment or supplement thereto, as of the effective date of
the Shelf Registration Statement, amendment or supplement, (i) to comply
in all material respects with the applicable requirements of the Securities Act
and the rules and regulations of the Commission and (ii) not to
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.


 


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SECTION 3.           Registration
Procedures.  In connection with any
Shelf Registration contemplated by Section 2 hereof and, to the extent
applicable, any Registration Exchange Offer contemplated by Section 1
hereof, the following provisions shall apply:


 


(a)           The
Issuer and the Guarantors shall (i) furnish to the Purchasers, prior to
the filing thereof with the Commission, a copy of the Registration Statement
and each amendment thereof and each supplement, if any, to the prospectus included
therein and shall not file any such Registration Statement or amendment thereto
or any prospectus or any supplement thereto (including such documents which,
upon filing, would be incorporated or deemed to be incorporated by reference
therein and amendments to such documents other than documents required to be
filed pursuant to the Exchange Act) to which the Purchasers shall reasonably
object, except for any Registration Statement or amendment thereto or
prospectus or supplement thereto (a copy of which has been previously furnished
to the Purchasers and their counsel (and, in the case of a Shelf Registration
Statement, the Holders and their counsel)) which counsel to the Issuer and the
Guarantors has advised the Issuer and the Guarantors in writing is required to
be filed in order to comply with applicable law; (ii) include information
substantially to the effect set forth (A) in Annex A hereto on the
cover of a prospectus forming part of the Exchange Offer Registration
Statement, (B) in Annex B hereto in the “Exchange Offer Procedures” section and
the “Purpose of the Exchange Offer” section, (C) in Annex C hereto in
the “Plan of Distribution” section of the prospectus forming a part of the
Exchange Offer Registration Statement and (D) in Annex D hereto in
the Letter of Transmittal delivered pursuant to the Registration Exchange Offer;
(iii) to the extent required by law or interpretation of the staff of the
Commission, if requested by the Purchasers, include the information required by
Item 507 or 508 of Regulation S-K under the Securities Act, as applicable, in
the prospectus forming a part of the Exchange Offer Registration Statement; and
(iv) to the extent required by law or interpretation of the staff of the
Commission, in the case of a Shelf Registration Statement, include the names of
the Holders who propose to sell Securities pursuant to the Shelf Registration
Statement as selling securityholders.


 


(b)           The
Issuer and the Guarantors shall notify the Purchasers, the Holders and any
Participating Broker-Dealer from whom the Issuer or any of the Guarantors has received
prior written notice stating that it will be a Participating Broker-Dealer in
the Registration Exchange Offer (which notice pursuant to clauses (ii) through
(v) hereof shall be accompanied by an instruction to suspend the use of
the prospectus until the requisite changes have been made) promptly, and, if
requested by the Purchasers, the Holders or any such Participating
Broker-Dealer, confirm such notice in writing:


 


(i)            when
the Registration Statement or any amendment thereto has been filed with the
Commission and when the Registration Statement or any post-effective amendment
thereto has become effective;


 


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(ii)           of
any request by the Commission for amendments or supplements to the Registration
Statement or the prospectus included therein or for additional information;


 


(iii)          of
the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or the initiation of any proceedings for that
purpose;


 


(iv)          of
the receipt by the Issuer or any of the Guarantors or their legal counsel of
any notification with respect to the suspension of the qualification of the
Securities for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose;


 


(v)           of
the happening of any event that requires the Issuer or any of the Guarantors to
make changes in the Registration Statement or the prospectus in order that the
Registration Statement or the prospectus does not contain an untrue statement
of a material fact nor omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading; and


 


(vi)          of
any determination by the Issuer or any of the Guarantors that a post-effective
amendment to a Registration Statement would be appropriate.


 


(c)           The
Issuer and the Guarantors shall make all commercially reasonable efforts to
prevent the issuance, and if issued to obtain the withdrawal at the earliest
possible time, of any order suspending the effectiveness of the Registration
Statement and shall provide prompt written notice to the Purchasers and each
Holder of the withdrawal of any such order.


 


(d)           The
Issuer and the Guarantors shall furnish to each Holder of Securities included
within the coverage of the Shelf Registration, without charge, at least one
conformed copy of the Shelf Registration Statement and any post-effective
amendment thereto, including financial statements and schedules (without
documents incorporated therein by reference or exhibits thereto, unless a
Holder so requests in writing).


 


(e)           The
Issuer and the Guarantors shall deliver to the Purchasers, and to any other
Holder that so requests, without charge, at least one conformed copy of the
Exchange Offer Registration Statement and any post-effective amendment thereto,
including financial statements and schedules (without documents incorporated
therein by reference or exhibits thereto, unless the Purchasers or any such
Holder so requests in writing).


 


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(f)            The
Issuer and the Guarantors shall deliver to each Holder of Securities included
within the coverage of the Shelf Registration, without charge, as many copies
of the prospectus (including each preliminary prospectus) included in the Shelf
Registration Statement and any amendment or supplement thereto as such person
may reasonably request.  The Issuer and
each Guarantor consents, subject to the provisions of this Agreement, to the
use of the prospectus or any amendment or supplement thereto by each of the
selling Holders of the Securities in connection with the offering and sale of
the Securities covered by, and as contemplated by, the prospectus, or any
amendment or supplement thereto, included in the Shelf Registration Statement.


 


(g)           The
Issuer and the Guarantors shall deliver to the Purchasers, any Participating
Broker-Dealer or any Exchanging Dealer, without charge, as many copies of the
final prospectus included in the Exchange Offer Registration Statement and any
amendment or supplement thereto as such person may reasonably request, during
the period not exceeding 120 days following the consummation of the
Registration Exchange Offer.  The Issuer
and each Guarantor consent, subject to the provisions of this Agreement, to the
use of the prospectus or any amendment or supplement thereto by the Purchasers,
if necessary, any Participating Broker-Dealer or Exchanging Dealer and such
other persons required to deliver a prospectus following the Registration Exchange
Offer in connection with the offering and sale of the Exchange Notes covered by
the prospectus, or any amendment or supplement thereto, included in such
Exchange Offer Registration Statement; provided, however, that such persons shall not be authorized by the
Issuer or any Guarantor to deliver and shall not deliver any such prospectus
after the expiration of the period referred to in the immediately preceding
sentence, in connection with the resales contemplated by this paragraph.


 


(h)           Prior
to any public offering of the Securities pursuant to any Registration
Statement, the Issuer and the Guarantors shall use their respective
commercially reasonable efforts to register or qualify or cooperate with the
Holders of the Securities included therein and their respective counsel in
connection with the registration or qualification of the Securities for offer
and sale under the securities or Blue Sky laws of such states of the United
States as any Holder of the Securities reasonably requests in writing and do any
and all other acts or things necessary or advisable to enable such Holder to
offer and sell in such jurisdictions the Securities covered by such
Registration Statement owned by such Holder; provided,
however, that neither the Issuer nor any
Guarantor shall be required to (i) qualify generally or as a foreign
corporation to do business in any jurisdiction where it is not then so
qualified or (ii) take any action which would subject it to general
service of process or to taxation in any jurisdiction where it is not then so
subject.


 


(i)            The
Issuer and the Guarantors shall cooperate with the Holders of the Securities to
facilitate the timely preparation and delivery of certificates representing the
Securities to be sold pursuant to any Shelf Registration Statement free of any
restrictive


 


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legends and in such denominations (consistent
with the provisions of the Indenture) and registered in such names as the
Holders may request at least two business days prior to closing of any sale of
the Securities pursuant to such Shelf Registration Statement.


 


(j)            If
any event contemplated by paragraphs (ii) through (vi) of Section 3(b) above
occurs during the period for which the Issuer or any Guarantor is required to
maintain an effective Registration Statement, the Issuer and the Guarantors
shall promptly prepare and file a post-effective amendment to the Registration
Statement or a supplement to the related prospectus and any other required
document so that, as thereafter delivered to Holders of the Notes or purchasers
of Securities, the prospectus will not contain an untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading. 
If the Issuer or any Guarantor notifies the Purchasers, the Holders of
the Securities and any known Participating Broker-Dealer in accordance with
paragraphs (ii) through (vi) of Section 3(b) above to
suspend the use of the prospectus until the requisite changes to the prospectus
have been made, then the Purchasers, the Holders of the Securities and any such
Participating Broker-Dealers shall suspend use of such prospectus until the
Issuer or such Guarantor has amended or supplemented the prospectus to correct
such misstatement or omission, and the period of effectiveness of the Shelf
Registration Statement provided for in Section 2(b) above and the
Exchange Offer Registration Statement provided for in Section 1 above
shall each be extended by the number of days from and including the date of the
giving of such notice to and including the date when the Purchasers, the
Holders of the Securities and any known Participating Broker-Dealer shall have
received such amended or supplemented prospectus pursuant to this Section 3(j);
provided, however,
that the minimum time period before the Issuer or any Guarantor shall be
entitled to close the Registration Exchange Offer shall be extended only to the
extent required by the Commission.  The
Purchasers, each Holder and any Participating Broker-Dealers agree that upon
receipt of any such notice from the Issuer they will not distribute copies of
the prospectus that are the subject of such notice and will retain such copies
in their files.


 


(k)           Not
later than the effective date of the applicable Registration Statement, the
Issuer and the Guarantors will obtain a CUSIP number for the Transfer
Restricted Notes, the Exchange Notes or the Private Exchange Notes, as the case
may be, and provide the Trustee with printed certificates for the Notes, the
Exchange Notes or the Private Exchange Notes, as the case may be, in a form
eligible for deposit with The Depository Trust Company.


 


(l)            The
Issuer and the Guarantors will comply in all material respects with all rules and
regulations of the Commission to the extent and so long as they are applicable
to the Registration Exchange Offer or the Shelf Registration and will make
generally


 


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available to their securityholders (or
otherwise provide in accordance with Section 11(a) of the Securities
Act) an earnings statement satisfying the provisions of Section 11(a) of
the Securities Act, no later than 45 days after the end of a 12-month period
(or 90 days, if such period is a fiscal year) beginning with the first month of
the Issuer’s first fiscal quarter commencing after the effective date of the
Registration Statement, which statement shall cover such 12-month period.


 


(m)          The
Issuer and the Guarantors may require each Holder of Securities to be sold
pursuant to the Shelf Registration Statement to furnish to the Issuer and the
Guarantors such information regarding the Holder and the distribution of the
Securities as the Issuer may from time to time reasonably request for inclusion
in the Shelf Registration Statement, and the Issuer and the Guarantors may
exclude from such registration the Securities of any Holder that fails to
furnish such information within a reasonable time after receiving such request.


 


(n)           In
the case of any Shelf Registration, the Issuer and the Guarantors shall enter
into such customary agreements (including if requested an underwriting
agreement in customary form) and take all such other action, if any, as the
Holders of a majority of the Securities being sold shall reasonably request in
order to facilitate the disposition of the Securities pursuant to such Shelf Registration.


 


(o)           In
the case of any Shelf Registration, the Issuer and the Guarantors shall make
available for inspection by a representative of the Holders of Securities being
sold, its counsel and an accountant retained by such Holders, in a manner
designed to permit underwriters to satisfy their due diligence investigation
under the Securities Act, all financial and other records, pertinent corporate
documents and properties of the Issuer and the Guarantors customarily inspected
by underwriters in primary underwritten offerings and cause the officers,
directors and employees of the Issuer and its subsidiaries (including the
Guarantors) to supply all information reasonably requested by, and customarily
supplied in connection with primary underwritten offerings to, any such
representative, attorney or accountant in connection with such registration; provided, however, that
any records, information or documents that are designated by the Issuer or any
Guarantor as confidential at the time of delivery of such records, information
or documents shall be kept confidential by such persons, unless (i) such records,
information or documents are in the public domain or otherwise publicly
available, (ii) disclosure of such records, information or documents is
required by court or administrative order or (iii) disclosure of such
records, information or documents, in the written opinion of counsel to such
person, is otherwise required by law (including, without limitation, pursuant
to the requirements of the Securities Act).


 


(p)           In
the case of any Shelf Registration, the Issuer and the Guarantors, if requested
by any Holder of Securities covered thereby, shall each (i) cause their
counsel to deliver an opinion and updates thereof relating to the Securities in
customary


 


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form addressed to such Holders and the managing
underwriters, if any, and dated, in the case of the initial opinion, the
effective date of such Shelf Registration Statement covering matters
customarily covered in opinions requested in underwritten offerings, (ii) cause
their officers to execute and deliver such documents and certificates and
updates thereof as may be reasonably requested by any underwriters of the
applicable Securities, and which are customarily delivered in underwritten
offerings, to evidence the continued validity of the representations and
warranties of the Issuer and the Guarantors made pursuant to, and to evidence
compliance with any customary conditions contained in, an underwriting
agreement and (iii) cause their independent public accountants to provide
to the selling Holders of the applicable Securities and any underwriter
therefor a comfort letter in customary form and covering matters of the type
customarily covered in comfort letters in connection with primary underwritten
offerings, subject to receipt of appropriate documentation as contemplated, and
only if permitted, by Statement of Auditing Standards No. 72 (or any
successor bulletins).


 


(q)           If
a Registration Exchange Offer or a Private Exchange is to be consummated, upon
delivery of the Notes by Holders to the Issuer and the Guarantors (or to such
other person as directed by the Issuer or any Guarantor) in exchange for the
Exchange Notes or the Private Exchange Notes, as the case may be, the Issuer
shall mark, or cause to be marked, on the Notes so exchanged that such Notes
are being canceled in exchange for the Exchange Notes or the Private Exchange
Notes, as the case may be, and in no event shall the Notes be marked as paid or
otherwise satisfied.


 


(r)            The
Issuer and the Guarantors will use their respective commercially reasonable
efforts to cause the Securities covered by a Shelf Registration Statement to be
rated by two nationally recognized statistical rating organizations (as such
term is defined in Rule 436(g)(2) under the Securities Act) if so
requested by Holders of a majority in aggregate principal amount of Securities
covered by such Shelf Registration Statement, or by the managing underwriters,
if any.


 


(s)           In
the event that any broker-dealer registered under the Exchange Act shall
underwrite any Securities or participate as a member of an underwriting
syndicate or selling group or “assist in the distribution” (within the meaning
of the Conduct Rules of the National Association of Securities Dealers, Inc.
(“NASD”)) thereof, whether as a Holder of such Securities or as an underwriter,
a placement or sales agent or a broker or dealer in respect thereof, or
otherwise, the Issuer and the Guarantors shall assist such broker-dealer in
complying with the requirements of such Rules and By-Laws, including by (i) if
such Rules, including Rule 2720, shall so require, engaging a “qualified
independent underwriter” (as defined in such Rule) to participate in the
preparation of the Registration Statement relating to such Securities, to
exercise usual standards of due diligence with respect thereto and, if any
portion of the offering contemplated by such Registration Statement is an
underwritten offering or is made through a placement or sales agent, to
recommend the yield of such Securities,


 


12





















 


(ii) indemnifying any such qualified
independent underwriter to the extent of the indemnification of underwriters
provided in Section 5 hereof and (iii) providing such information to
such broker-dealer as may be required in order for such broker-dealer to comply
with the requirements of the Conduct Rules of the NASD.


 


SECTION 4.           Registration
Expenses.  The Issuer and the
Guarantors shall jointly and severally pay all fees and expenses incident to
the performance of or compliance with this Agreement by the Issuer and the
Guarantors including, without limitation, (i) all Commission, stock
exchange or NASD registration and filing fees, (ii) all fees and expenses
incurred in connection with compliance with state securities or Blue Sky laws
(including reasonable fees and disbursements of counsel for any underwriters or
Holders in connection with Blue Sky qualification of any of the Securities), (iii) all
expenses of any persons in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement, any
prospectus, any amendments or supplements thereto, and all expenses of printing
any underwriting agreements, securities sales agreements and other documents
relating to the performance of and compliance with this Agreement, (iv) all
rating agency fees, and (v) the fees and disbursements of counsel for the
Issuer and the Guarantors and in the event of a Shelf Registration, the
reasonable fees and disbursements of one firm of counsel designated by the
Holders of a majority in principal amount of the Securities covered thereby and
of the independent public accountants of the Issuer, including the expense of
any special audits or “cold comfort” letters required by or incident to such
performance and compliance, but excluding fees and expenses of counsel to the
underwriters and underwriting discounts and commissions and transfer taxes, if
any, relating to the sale or disposition of Securities by a Holder.


 


SECTION 5.           Indemnification.  (a)  The Issuer and each of the Guarantors
jointly and severally agree to indemnify and hold harmless each Holder of the
Securities, any Participating Broker-Dealer and each person, if any, who
controls such Holder or such Participating Broker-Dealer within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange
Act, or is under common control with, or is controlled by, such Holder or such
Participating Broker-Dealer, from and against any and all losses, claims,
damages and liabilities (including, without limitation, any legal or other
expenses reasonably incurred in connection with defending or investigating any
such action or claim) caused by any untrue statement or alleged untrue
statement of a material fact contained in a Registration Statement or
prospectus (as amended or supplemented if the Issuer or any Guarantor shall
have furnished any amendments or supplements thereto), or caused by any
omission or alleged omission to state therein a material fact required to be
stated to make the statements therein, in light of the circumstances under
which they were made, not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information relating to such
Holder or Participating Broker-Dealer furnished to the Issuer or any Guarantor
in writing by such Holder or Participating Broker-Dealer expressly for use
therein; provided that the foregoing indemnity
with respect to any preliminary prospectus shall not inure to the benefit of
any Holder or Participating Broker-Dealer from whom the person asserting any
such losses,


 


13





















 


claims, damages or liabilities
purchased Securities, or any person controlling or affiliated with such Holder
or Participating Broker-Dealer, if a copy of the final prospectus (as then
amended or supplemented if the Issuer or any Guarantor shall have furnished any
amendments or supplements thereto) was not sent or given by or on behalf of such
Holder or Participating Broker-Dealer to such person, if required by law so to
have been delivered, at or prior to the written confirmation of the sale of the
Securities to such person, and if the final prospectus (as so amended or
supplemented) would have cured the defect giving rise to such loss, claim,
damage or liability.


 


(b)           Each
Holder of the Securities, severally and not jointly, agrees to indemnify and
hold harmless the Issuer, each of the Guarantors, other selling Holders,
directors of the Issuer, directors of the Guarantors, the officers of the
Issuer or any Guarantor who sign a Registration Statement and each person, if
any, who controls the Issuer or any Guarantor or any selling Holders, within
the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act to the same extent as the foregoing indemnity from the
Issuer and the Guarantors to such Holder, but only with reference to
information relating to such Holder furnished to the Issuer in writing by such
Holder expressly for use in a Registration Statement, any preliminary
prospectus, prospectus or any amendments or supplements thereto.


 


(c)           In
case any proceeding (including any governmental investigation) shall be
instituted involving any person in respect of which indemnity may be sought
pursuant to either paragraph (a) or (b) above, such person (the “indemnified
party”) shall promptly notify the person against whom such indemnity may be
sought (the “indemnifying party”) in writing and the indemnifying party, upon request
of the indemnified party, shall retain counsel reasonably satisfactory to the
indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the
reasonable fees and expenses of such counsel related to such proceeding.  In any such proceeding, any indemnified party
shall have the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between
them.  It is understood that the indemnifying
party shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the reasonable fees and expenses of more than one separate firm
(in addition to any local counsel) for all such indemnified parties and that
all such reasonable fees and expenses shall be reimbursed as they are
incurred.  If an indemnified party
includes (x) the Purchasers or such controlling persons of the Purchasers,
such firm shall be designated in writing by Deutsche Bank Securities Inc. or
(y) Holders of Securities (other than the Purchasers) or controlling
persons of such Holders, such firm shall be designated in writing by Holders of
a majority in aggregate principal amount of such Securities.  In all other cases, such firm shall be
designated by the Issuer.  The indemnifying
party shall not be liable


 


14





















 


for any settlement of any
proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if at
any time an indemnified party shall have requested an indemnifying party to reimburse
the indemnified party for fees and expenses of counsel as contemplated by the
second and third sentences of this paragraph, the indemnifying party agrees
that it shall be liable for any settlement of any proceeding effected without
its written consent if (i) such settlement is entered into more than 90
days after receipt by such indemnifying party of the aforesaid request and (ii) such
indemnifying party shall not have reimbursed the indemnified party in
accordance with such request prior to the date of such settlement.  No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is
or could have been a party and indemnity could have been sought hereunder by
such indemnified party, unless such settlement includes an unconditional
release of such indemnified party from all liability on claims that are the subject
matter of such proceeding and for which indemnity could have been sought hereunder.


 


(d)           To
the extent the indemnification provided for in paragraph (a) or (b) of
this Section 5 is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then
each indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the
relative benefits received by the indemnifying party or parties on the one hand
and the indemnified party or parties on the other hand or (ii) if the
allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of
the indemnifying party or parties on the one hand and the indemnified party or
parties on the other hand in connection with the statements or omissions that
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations.  The
relative benefits received by the Issuer and the Guarantors on the one hand and
any such Holder, Participating Broker-Dealer or other party on the other hand
shall be deemed to be in the same respective proportions as the net proceeds
from the offering of the Notes (before deducting expenses) received by the
Issuer and the Guarantors and the total discounts and commissions received or
realized by such Holder, Participating Broker-Dealer or other party in respect
thereof, in each case as set forth in the Final Memorandum, bear to the
aggregate offering price of such Securities. 
The relative fault of the parties shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Issuer and the Guarantors or by such
Holder, Participating Broker-Dealer or other party and the parties relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.  The Holders’
respective obligations to contribute pursuant to this Section 5 are
several in proportion to the respective amount of Notes they have purchased,
not joint.


 


15





















 


(e)           The
Issuer and the Guarantors and each Holder agree that it would not be just or
equitable if contribution pursuant to this Section 5 were determined by
pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (d) of
this Section 5. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages and liabilities referred to in paragraph (d) above
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 5,
no Holder of Securities shall be required to contribute any amount in excess of
the amount by which the total price at which the Securities were sold by such
Holder pursuant to a Registration Statement exceeds the amount of any damages
that such Holders have otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.


 


(f)            The
indemnity and contribution provisions contained in this Section 5 shall
remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf
of any Holder or Participating Broker-Dealer or any person controlling such
Holder or Participating Broker-Dealer or by or on behalf of the Issuer, its
officers or directors or any person controlling the Issuer and (iii) the
sale of the Securities.  The remedies
provided for in this Section 5 are not exclusive and shall not limit any
rights or remedies which may otherwise be available to any indemnified party at
law or in equity.


 


SECTION 6.           Additional
Interest Under Certain Circumstances. 
(a)  Additional interest (the “Additional Interest”) with respect
to the Securities shall be assessed as follows if any of the following events
occurs (each such event in clauses (i) through (iii) below a “Failure
to Register”):


 


(i)            if
by the 60th day following the date hereof neither the Exchange Offer
Registration Statement nor a Shelf Registration Statement has been filed with
the Commission;


 


(ii)           if
by the 150th day following the date hereof neither the Registration Exchange
Offer is consummated nor, if required in lieu thereof, the Shelf Registration
Statement is declared effective by the Commission; or


 


(iii)          if
after the 190th day following the date hereof and after either the Exchange
Offer Registration Statement or the Shelf Registration Statement is declared
effective, (A) such Registration Statement thereafter ceases to be effective
prior to completion of the Exchange Offer or the sale of all the Transferred
Restricted Notes registered pursuant to the Shelf Registration Statement, as
the case may be (except upon termination of the period specified in Section 3(j)
hereof or as permitted by Section 6(b)


 


16





















 


hereof); or (B) such Registration Statement or the related
prospectus ceases to be usable in connection with resales of Transfer
Restricted Notes during the periods specified in this Agreement (except as
permitted by Section 6(b) hereof) because either (1) any event
occurs as a result of which the related prospectus forming part of such
Registration Statement would include any untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein in the
light of the circumstances under which they were made not misleading or (2) it
shall be necessary to amend such Registration Statement, or supplement the
related prospectus, to comply with the Securities Act or the Exchange Act or
the respective rules thereunder.


 


Additional
Interest shall accrue on the Notes over and above the interest set forth in the
title of the Notes from and including the date on which any such Failure to
Register shall occur to but excluding the date on which all such Failures to
Register have been cured, at a rate of 0.50% per annum.


 


(b)           A
Failure to Register referred to in Section 6(a)(iii) shall be deemed
not to have occurred and be continuing in relation to a Registration Statement
or the related prospectus if (i) such Failure to Register has occurred
solely as a result of (x) the filing of a post-effective amendment to such
Registration Statement to incorporate annual audited financial information with
respect to the Issuer and the Guarantors where such post-effective amendment is
not yet effective and needs to be declared effective to permit Holders to use
the related prospectus or (y) the occurrence of other material events or
developments with respect to the Issuer or any Guarantor that would need to be
described in such Registration Statement or the related prospectus and (ii) in
the case of clause (y), the Issuer and the Guarantors are proceeding promptly
and in good faith to amend or supplement such Registration Statement and
related prospectus to describe such events or, in the case of material
developments that the Issuer and the Guarantors determine in good faith must
remain confidential for business reasons, the Issuer and the Guarantors are
proceeding promptly and in good faith to take such steps as are necessary so
that such developments need no longer remain confidential; provided,
however, that in any case, if such
Failure to Register occurs for a continuous period in excess of 45 days,
Additional Interest shall be payable in accordance with the above paragraph
from the day following such 45 day period until the date on which such Failure
to Register is cured.


 


(c)           Any
amounts of Additional Interest due pursuant to Section 6(a)(i), (a)(ii) or
(a)(iii) above will be payable in cash on the regular interest payment
dates with respect to the Notes.  The
amount of Additional Interest will be determined by multiplying the applicable
Additional Interest rate by the principal amount of the Notes, multiplied by a
fraction, the numerator of which is the number of days such Additional Interest
rate was applicable during such period (determined on the basis of a 360-day
year comprised of twelve 30-day months), and the denominator of which is 360.


 


17





















 


(d)           “Transfer
Restricted Notes” means each Security until (i) the date on which such
Transfer Restricted Note has been exchanged by a person other than a
broker-dealer for a freely transferable Exchange Note in the Registration
Exchange Offer, (ii) following the exchange by a broker-dealer in the
Registration Exchange Offer of a Transfer Restricted Note for an Exchange Note,
the date on which such Exchange Note is sold to a purchaser who receives from
such broker-dealer on or prior to the date of such sale a copy of the
prospectus contained in the Exchange Offer Registration Statement, (iii) the
date on which such Transfer Restricted Note has been effectively registered
under the Securities Act and disposed of in accordance with the Shelf
Registration Statement or (iv) the date on which such Transfer Restricted
Note is distributed to the public pursuant to Rule 144 under the
Securities Act or is saleable pursuant to Rule 144(k) under the Securities
Act.


 


SECTION 7.           Rules 144
and 144A.  The Parent shall use its respective
commercially reasonable efforts to file the reports required to be filed by it
under the Securities Act and the Exchange Act in a timely manner and, if at any
time the Parent is not required to file such reports, it will, upon the request
of any Holder of Transfer Restricted Notes, make publicly available other
information so long as necessary to permit sales of Securities pursuant to Rules 144
and 144A.  The Issuer and the Guarantors
covenant that they will take such further action as any Holder of Transfer
Restricted Notes may reasonably request, all to the extent required from time
to time to enable such Holder to sell Transfer Restricted Notes without
registration under the Securities Act within the limitation of the exemptions
provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)).  The Issuer and the Guarantors will provide a
copy of this Agreement to prospective purchasers of Notes identified to the
Issuer and the Guarantors by the Purchasers upon request.  Upon the request of any Holder of Transfer
Restricted Notes, the Issuer and the Guarantors shall deliver to such Holder a
written statement as to whether they have complied with such requirements.  Notwithstanding the foregoing, nothing in
this Section 7 shall be deemed to require the Issuer to register any of
its securities pursuant to the Exchange Act.


 


SECTION 8.           Underwritten
Registrations.  If any of the
Transfer Restricted Notes covered by any Shelf Registration are to be sold in
an underwritten offering, the investment banker or investment bankers and
manager or managers that will administer the offering (“Managing Underwriters”)
will be selected by the holders of a majority in aggregate principal amount of
such Transfer Restricted Notes and any Additional Notes included in such
offering; provided, however,
that the Managing Underwriters shall be reasonably satisfactory to the Issuer
and the Guarantors.


 


No person may
participate in any underwritten registration hereunder unless such person (i) agrees
to sell such person’s Transfer Restricted Notes on the basis reasonably
provided in any underwriting arrangements approved by the persons entitled
hereunder to approve such arrangements and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting arrangements.


 


18





















 


SECTION 9.           Miscellaneous.


 


(a)           Amendments
and Waivers.  The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, except by the Issuer,
each of the Guarantors and the written consent of the Holders of a majority in
principal amount of the Securities affected by such amendment, modification,
supplement, waiver or consent.


 


(b)           Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand delivery, first-class
mail, facsimile transmission, or air courier which guarantees overnight delivery:


 


(1)           if
to a Holder of the Securities, at the most current address given by such Holder
to the Issuer and the Guarantors in accordance with the provisions of this Section 9(b),
which address initially is, with respect to each Holder, the address of such
Holder to which confirmation of the sale of the Notes to such Holder was first
sent by the Purchasers, with a copy in like manner to you as follows:


 


	
   

  	
  Deutsche
  Bank Securities Inc.

  	
   

  	
   

  	 

	
   

  	
  60 Wall
  Street

  	
   

  	
   

  	 

	
   

  	
  New York,
  New York 10005

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  (212)
  250-7200

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  Corporate
  Finance

  	
   

  	
   

  



 


	
  with a copy
  to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Cahill
  Gordon & Reindel LLP

  	
   

  	
   

  
	
   

  	
  80 Pine
  Street

  	
   

  	
   

  
	
   

  	
  New York,
  New York 10005

  	
   

  	
   

  
	
   

  	
  Facsimile:

  	
  (212)
  269-5420

  	
   

  	
   

  
	
   

  	
  Attention:

  	
  William M.
  Hartnett, Esq.

  	
   

  	
   

  



 


(2)           if
to the Issuer or any Guarantor, at the following address:


 


	
   

  	
  Williams
  Scotsman, Inc.

  
	
   

  	
  8211 Town
  Center Drive

  
	
   

  	
  Baltimore,
  Maryland  21236

  
	
   

  	
  Attention:

  	
  John B. Ross

  
	
   

  	
   

  	
  General
  Counsel

  



 


19





















 


	
   

  	
   

  	
  - and -

  
	
   

  	
   

  
	
   

  	
  Paul, Weiss,
  Rifkind, Wharton &

  
	
   

  	
    Garrison LLP

  
	
   

  	
  1285 Avenue
  of the Americas

  
	
   

  	
  New York,
  New York  10019

  
	
   

  	
  Facsimile:

  	
  (212) 757-3990

  
	
   

  	
  Attention:

  	
  John C.
  Kennedy, Esq.

  
				



 


All such
notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; three business days after being
deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged
by recipient’s facsimile machine operator, if sent by facsimile transmission;
and on the day delivered, if sent by overnight air courier guaranteeing next
day delivery.


 


(c)           No
Inconsistent Agreements.  Neither the
Issuer nor any Guarantor has, as of the date hereof, entered into, nor shall
it, on or after the date hereof, enter into, any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders herein
or otherwise conflicts with the provisions hereof.


 


(d)           Successors
and Assigns.  This Agreement shall be
binding upon the Issuer and the Guarantors and their respective successors and
assigns.


 


(e)           Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


 


(f)            Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the meaning
hereof.


 


(g)           Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW.


 


(h)           Severability.  If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.


 


(i)            Securities
Held by the Issuer.  Whenever the
consent or approval of Holders of a specified percentage of principal amount of
Securities is required hereunder, Securities held by the Issuer or its
affiliates (including the Guarantors) (other than subsequent Holders of
Securities if such subsequent Holders are deemed to be affiliates solely by
reason


 


20





















 


of their holdings of such
Securities) shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage.


 


21





















 


If the
foregoing is in accordance with your understanding of our agreement, please
sign and return to the Issuer and the Guarantors a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a binding
agreement between the Purchasers and the Issuer and the Guarantors in
accordance with its terms.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  WILLIAMS SCOTSMAN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John B.
  Ross

  
	
   

  	
   

  	
  Name:     John
  B. Ross

  
	
   

  	
   

  	
  Title:   Secretary
  and General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILLIAMS
  SCOTSMAN INTERNATIONAL,

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John B.
  Ross

  
	
   

  	
   

  	
  Name:     John
  B. Ross

  
	
   

  	
   

  	
  Title:   Secretary
  and General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EVERGREEN MOBILE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John B.
  Ross

  
	
   

  	
   

  	
  Name:     John
  B. Ross

  
	
   

  	
   

  	
  Title:   Secretary
  and General Counsel

  



 


22





















 


	
   

  	
  SPACE MASTER INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John B.
  Ross

  
	
   

  	
   

  	
  Name:     John
  B. Ross

  
	
   

  	
   

  	
  Title:   Secretary
  and General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRUCK & TRAILER SALES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John B.
  Ross

  
	
   

  	
   

  	
  Name:     John
  B. Ross

  
	
   

  	
   

  	
  Title:   Secretary
  and General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILLIAMS SCOTSMAN OF CANADA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John B.
  Ross

  
	
   

  	
   

  	
  Name:     John
  B. Ross

  
	
   

  	
   

  	
  Title:   Secretary
  and General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILLSCOT EQUIPMENT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John B.
  Ross

  
	
   

  	
   

  	
  Name:     John
  B. Ross

  
	
   

  	
   

  	
  Title:   Secretary
  and General Counsel

  



 


23





















 


Accepted as of the date hereof


 


Deutsche Bank Securities
Inc.

Banc of America Securities LLC

Citigroup Global Markets Inc.

Lehman Brothers Inc.

CIBC World Markets Corp.


 


Acting
severally on behalf of

themselves and the several

Purchasers


 


By:  Deutsche Bank Securities
Inc.


 


	
   

  	
  By:

  	
   /s/
  Stephanie L. Perry

  	
   

  
	
   

  	
   

  	
  Name: Stephanie L. Perry

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Thomas Krauss

  	
   

  
	
   

  	
   

  	
  Name: Thomas Krauss

  
	
   

  	
   

  	
  Title: Director

  



 


24





















 


ANNEX A


 


Each
broker-dealer that receives Exchange Notes for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Notes. 
The Letter of Transmittal states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an “underwriter” within the meaning of the Securities Act.  This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Notes received in exchange for Existing Notes where
such Existing Notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities.  The Issuer has agreed that, for a period of
120 days after the Expiration Date (as defined herein), it will make this
Prospectus available to any broker-dealer for use in connection with any such
resale.  See “Plan of Distribution”.


 





















 


ANNEX B


 


Each
broker-dealer that receives Exchange Notes for its own account in exchange for
Notes, where such Notes were acquired by such broker-dealer as a result of market-making
activities or other trading activities, must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Notes.  See “Plan of Distribution”.


 





















 


ANNEX C


 


PLAN OF DISTRIBUTION


 


Each
broker-dealer that receives Exchange Notes for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Notes. 
This Prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with resales of Exchange Notes received
in exchange for Existing Notes where such Existing Notes were acquired as a
result of market-making activities or other trading activities.  The Issuer, the Guarantors and the Subordinated
Guarantor have agreed that, for a period of 120 days after the Expiration Date,
they will make this prospectus, as amended or supplemented, available to any
broker-dealer for use in connection with any such resale.  In addition, until
            , 200[ ],
all dealers effecting transactions in the Exchange Notes may be required to
deliver a prospectus.(a)


 


The Issuer,
the Guarantors and the Subordinated Guarantor will not receive any proceeds
from any sale of Exchange Notes by broker-dealers.  Exchange Notes received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the Exchange Notes or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to-such prevailing market prices or negotiated prices.  Any such resale may be made directly to
purchasers or to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from any such broker-dealer or the
purchasers of any such Exchange Notes. 
Any broker-dealer that resells Exchange Notes that were received by it
for its own account pursuant to the Exchange Offer and any broker or dealer
that participates in a distribution of such Exchange Notes may be deemed to be
an “underwriter” within the meaning of the Securities Act and any profit on any
such resale of Exchange Notes and any commission or concessions received by any
such persons may be deemed to be underwriting compensation under the Securities
Act.  The Letter of Transmittal states
that, by acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an “underwriter” within
the meaning of the Securities Act.


 


For a period
of 120 days after the Expiration Date the Issuer, the Guarantors and the
Subordinated Guarantor will promptly send additional copies of this Prospectus
and


 










(a)                                  In
addition, the legend required by Item 502(e) of Regulation S-K will appear on
the back cover page of the Exchange Offer prospectus.


 





















 


any amendment or supplement to this
Prospectus to any broker-dealer that requests such documents in the Letter of
Transmittal.  The Issuer, the Guarantors
and the Subordinated Guarantor have agreed to pay all expenses incident to the
Exchange Offer other than commissions or concessions of any brokers or dealers and
transfer taxes and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.


 


2





















 


ANNEX D


 


o                                    CHECK
HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE
PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.


 


Name:

Address:


 


If the
undersigned is not a broker-dealer, the undersigned represents that it is not
engaged in, and does not intend to engage in, a distribution of Exchange
Notes.  If the undersigned is a
broker-dealer that will receive Exchange Notes for its own account in exchange
for Notes that were acquired as a result of market-making activities or other
trading activities, it acknowledges that it will deliver a prospectus in
connection with any resale of such Exchange Notes; however, by so acknowledging
and by delivering a prospectus, the undersigned will not be deemed to admit
that it is an “underwriter” within the meaning of the Securities Act.