Exhibit 10.38


 


WILLIAMS SCOTSMAN, INC.

$308,000,000 

8 1/2% Senior Notes Due 2015


 


 


PURCHASE
AGREEMENT


 


September 20, 2005


 


Deutsche Bank Securities Inc.

Banc of America Securities LLC


Citigroup Global 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”), hereby confirms
its agreement with you (the “Initial Purchasers”) as set forth below.


 


1.             The
Securities.  Subject to the terms and
conditions herein contained, the Issuer proposes to issue and sell to the
Initial Purchasers $308,000,000 aggregate principal amount of its 8 1/2% Senior
Notes due 2015 (the “Notes”).  The
Notes will be guaranteed (the “Guarantees”) on a senior basis by Williams
Scotsman International, Inc., a Delaware corporation and the owner of all
of the outstanding capital stock of the Issuer (“Williams Scotsman
International”), Evergreen Mobile Company, a Washington corporation and a
wholly-owned subsidiary of the Issuer, Space Master International, Inc., a
Georgia corporation and a wholly-owned subsidiary of the Issuer, Truck &
Trailer Sales, Inc., a Missouri corporation and a wholly-owned subsidiary
of the Issuer and Williams Scotsman of Canada, Inc., a Canadian
corporation and a wholly-owned subsidiary of the Issuer (each a “Guarantor”
and collectively, the “Guarantors”), and will be guaranteed (the “Subordinated
Guarantee”) on a subordinated basis by Willscot Equipment, LLC, a Delaware
limited liability company and a wholly-owned subsidiary of the Issuer (the “Subordinated
Guarantor”).  The Notes, the
Guarantees and the Subordinated Guarantee are collectively referred to herein
as the “Securities”.  The
Securities are to be issued under an indenture (as supplemented from time to
time, the “Indenture”) dated as of September 29, 2005 by and among
the Issuer, the Guarantors, the Subordinated Guarantor and The Bank of New York,
as Trustee (the “Trustee”).


 





















 


The Securities
are being issued in connection with (a) the initial public offering of the
common stock of Williams Scotsman International (the “IPO”), (b) the
drawing of certain loans under the amended and restated credit agreement, dated
as of June 28, 2005, among the Issuer, Williams Scotsman International, Bank
of America, N.A., as administrative agent, and the lenders from time to time
party thereto (the “Credit Agreement”) and (c) the repurchase by
the Issuer of its 9.875% senior notes due 2007 and its 10% senior secured notes
due 2008 (together, the “Existing Notes”) pursuant to tender offers and
consent solicitations (collectively, the “Tender Offer”) and the documentation
in respect thereof (the “Tender Offer Documentation”).


 


The Securities
will be offered and sold to the Initial Purchasers without being registered
under the Securities Act of 1933, as amended (the “Act”), in reliance on
exemptions therefrom.


 


In connection
with the sale of the Securities, the Issuer has prepared a preliminary offering
memorandum dated September 2, 2005 (the “Preliminary Memorandum”),
and a final offering memorandum dated September 20, 2005 (the “Final Memorandum”;
the Preliminary Memorandum and the Final Memorandum each herein being referred
to as a “Memorandum”).


 


The Initial
Purchasers and their direct and indirect transferees of the Securities will be
entitled to the benefits of the Registration Rights Agreement to be dated as of
the Closing Date (as defined) (the “Registration Rights Agreement”),
pursuant to which the Issuer, the Guarantors and the Subordinated Guarantor
will agree, among other things, to file with the Securities and Exchange
Commission (the “Commission”), under the circumstances set forth
therein, (i) a registration statement under the Act (the “Exchange
Offer Registration Statement”), relating to the 8 1/2% Senior Notes due 2015
of the Issuer (the “Exchange Notes”) to be offered in exchange (the “Exchange
Offer”) for the Notes, and (ii) as and to the extent required by the
Registration Rights Agreement, a shelf registration statement pursuant to Rule 415
under the Act (the “Shelf Registration Statement” and, together with the
Exchange Offer Registration Statement, the “Registration Statements”),
relating to the resale by certain holders of the Notes, and to cause such
Registration Statements to be declared effective in accordance with the
Registration Rights Agreement.  Concurrently
with the execution of this Agreement, the parties hereto will enter into a purchase
agreement with respect to $42,000,000 aggregate principal amount of Notes to be
issued under the Indenture (the “Second Purchase Agreement” and
collectively, with the Purchase Agreement, the “Purchase Agreements”).This
Purchase Agreement (this “Agreement”), the Second Purchase Agreement, the
Notes, the Guarantees, the Subordinated Guarantee, the Exchange Notes, the
Indenture and the Registration Rights Agreement are hereinafter referred to
collectively as the “Operative Documents.”


 


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2.             Representations
and Warranties.  The Issuer, the
Guarantors and the Subordinated Guarantor, jointly and severally, represent and
warrant to and agree with each of the Initial Purchasers that:


 


(a)           Neither the Preliminary
Memorandum as of its date nor the Final Memorandum nor any amendment or
supplement thereto as of the date thereof and at all times subsequent thereto
up to the Closing Date (as defined in Section 3 below) contained or
contains any untrue statement of a material fact or omitted or omits to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except that the
representations and warranties set forth in this Section 2(a) do not
apply to statements or omissions made in reliance upon and in conformity with
information relating to any of the Initial Purchasers furnished to the Issuer
in writing by the Initial Purchasers expressly for use in either the
Preliminary Memorandum, the Final Memorandum or any amendment or supplement
thereto.


 


(b)           As of the Closing Date,
Williams Scotsman International will have the issued and outstanding
capitalization set forth in the Final Memorandum; all of the outstanding
capital stock or membership interests of the Issuer and each of the
subsidiaries of the Issuer (each, a “Subsidiary” and, collectively, the “Subsidiaries”),
other than Williams Scotsman Mexico S. de R.L. de C.V. (“Williams Scotsman
Mexico”) and Williams Scotsman Europe, S.L. (“Williams Scotsman Europe”),
have been, and as of the Closing Date will be, duly authorized and validly
issued, are fully paid and nonassessable and were not issued in violation of
any preemptive or similar rights; and except as set forth in the Final Memorandum,
all of the outstanding shares of capital stock of or membership interests in
the Issuer and the Subsidiaries will be free and clear of all liens,
encumbrances, equities and claims or restrictions on transferability (other
than those imposed by the Act and the securities or “Blue Sky” laws of certain
jurisdictions and other than those created under the Credit Agreement and the
Existing Notes and related security agreements) or voting; except as disclosed
in the Final Memorandum, there are no (i) options, warrants or other
rights to purchase, (ii) agreements or other obligations of the Issuer or
the Subsidiaries to issue or (iii) other rights to convert any obligation
into, or exchange any securities for, shares of capital stock of or membership
interests in the Issuer or any of the Subsidiaries outstanding.  Except as disclosed in the Final Memorandum,
none of the Issuer or the Subsidiaries owns, directly or indirectly, any shares
of capital stock or any other equity or long-term debt securities or have any
equity interest in any firm, partnership, joint venture or other entity.


 


(c)           Each of the Issuer and
the Subsidiaries (other than Williams Scotsman Mexico and Williams Scotsman
Europe) is duly incorporated (or in the case of the Subordinated Guarantor,
organized), validly existing and in good standing as a


 


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corporation or
limited liability company under the laws of its respective jurisdiction of
incorporation and has all requisite corporate power and authority to own its
properties and conduct its business as now conducted and as described in the Final
Memorandum; each of the Issuer, and the Subsidiaries is duly qualified to do
business as a foreign corporation in good standing in all other jurisdictions
where the ownership or leasing of its properties or the conduct of its business
requires such qualification, except where the failure to be so qualified would
not, individually or in the aggregate, have a material adverse effect on the
general affairs, business, condition (financial or otherwise) or results of operations
of the Issuer and the Subsidiaries taken as a whole (any such event, a “Material
Adverse Effect”).


 


(d)           Each of the Issuer, the
Guarantors and the Subordinated Guarantor has all requisite corporate or
similar power and authority to execute, deliver and perform its respective obligations
under this Agreement and the other Operative Documents to which it is a party
and to consummate the transactions contemplated hereby and thereby, including,
without limitation, the power and authority to issue, sell and deliver the
Securities and the Exchange Notes (as defined in the Registration Rights Agreement)
as contemplated by this Agreement.


 


(e)           This Agreement has been
duly and validly authorized, executed and delivered by the Issuer, each of the
Guarantors and the Subordinated Guarantor.


 


(f)            Each of the Issuer,
the Guarantors and the Subordinated Guarantor has all requisite corporate or
similar power and authority to execute, deliver and perform its obligations
under the Indenture.  The Indenture has
been duly and validly authorized by the Issuer, the Guarantors and the
Subordinated Guarantor and (assuming due execution and delivery thereof by the
Trustee) constitutes the legally valid and binding agreement of each of the
Issuer, the Guarantors and the Subordinated Guarantor, enforceable against each
of them in accordance with its terms, except as such enforceability may be
limited by (i) bankruptcy, insolvency, reorganization, moratorium and
other similar laws now or hereinafter in effect relating to or affecting
creditors’ rights generally and (ii) general principles of equity and the
discretion of the court before which any proceeding therefor may be brought.


 


(g)           The Notes have been
duly and validly authorized for issuance and sale to the Initial Purchasers by
the Issuer pursuant to this Agreement and, when issued and authenticated in
accordance with the terms of the Indenture and delivered against payment
therefor in accordance with the terms hereof, the Notes will be the legally
valid and binding obligations of the Issuer, enforceable against the Issuer in
accordance with their terms and entitled to the benefits of the Indenture,
except as such enforceability may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium and other similar laws now or
hereinafter in effect relating to or affecting


 


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creditors’
rights generally and (ii) general principles of equity and the discretion
of the court before which any proceeding therefor may be brought.


 


(h)           The Exchange Notes have
been duly and validly authorized for issuance by the Issuer and, when issued
and authenticated in accordance with the terms of the Indenture, the
Registration Rights Agreement and the Exchange Offer, will be the legally valid
and binding obligations of the Issuer, enforceable against the Issuer in
accordance with their terms and entitled to the benefits of the Indenture,
except as such enforceability may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium and other similar laws now or
hereinafter in effect relating to or affecting creditors’ rights generally and (ii) general
principles of equity and the discretion of the court before which any
proceeding therefor may be brought.


 


(i)            The Guarantees and the
Subordinated Guarantee have each been duly and validly authorized for issuance
and sale to the Initial Purchasers by the Guarantors and the Subordinated
Guarantor, as the case may be.  The
guarantees of the Guarantors and the subordinated guarantee of the Subordinated
Guarantor each to be endorsed on the Exchange Notes (the “Exchange
Guarantees”) have been duly and validly authorized by the Guarantors and
the Subordinated Guarantor, as the case may be. 
When the Notes are duly and validly authorized, executed, issued and
authenticated in accordance with the terms of the Indenture and delivered
against payment therefor in accordance with the terms hereof, the Guarantees
and the Subordinated Guarantee will be the legally valid and binding
obligations of the Guarantors and the Subordinated Guarantor, as the case may
be, enforceable against the Guarantors and the Subordinated Guarantor, as the
case may be, in accordance with their terms and entitled to the benefits of the
Indenture, except as such enforceability may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium and other similar laws now or
hereinafter in effect relating to or affecting creditors’ rights generally and (ii) general
principles of equity and the discretion of the court before which any
proceeding therefor may be brought.  When
the Exchange Notes are duly executed, issued, authenticated and delivered in
accordance with the terms of the Indenture, the Exchange Guarantees will be the
legal, valid and binding obligations of the Guarantors and the Subordinated
Guarantor, as the case may be, enforceable against the Guarantors and the
Subordinated Guarantor, as the case may be, in accordance with their terms and
entitled to the benefits of the Indenture, except as such enforceability may be
limited by (i) bankruptcy, insolvency, reorganization, moratorium and
other similar laws now or hereinafter in effect relating to or affecting
creditors’ rights generally and (ii) general principles of equity and the
discretion of the court before which any proceeding therefor may be brought.


 


(j)            Each of the Issuer,
the Guarantors and the Subordinated Guarantor has all requisite corporate or
similar power and authority to execute, deliver and perform


 


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its obligations
under the Registration Rights Agreement. 
The Registration Rights Agreement has been duly and validly authorized
by the Issuer, the Guarantors and the Subordinated Guarantor and, when duly
executed and delivered by each of the Issuer, the Guarantors and the
Subordinated Guarantor, will be the legally valid and binding obligation of the
Issuer, the Guarantors and the Subordinated Guarantor, enforceable against each
of them in accordance with its terms, except as such enforceability may be
limited by (i) bankruptcy, insolvency, reorganization, moratorium and
other similar laws now or hereinafter in effect relating to or affecting
creditors’ rights generally, (ii) general principles of equity and the
discretion of the court before which any proceeding therefor may be brought and
(iii) as to rights of indemnification and contribution, by principles of
public policy or federal and state securities laws relating thereto.


 


(k)           Assuming the
representations and warranties of the Initial Purchasers contained in Section 8
hereof are true and correct and that the representations and warranties of the
initial purchaser contained in Section 8 of the Second Purchase Agreement
are true and correct, no consent, waiver, approval, authorization or order of
or filing, registration, qualification, license or permit of or with any court
or governmental agency or body, or third party is required by the Issuer or any
of the Subsidiaries for (i) the issuance and sale by the Issuer of the
Notes to the Initial Purchasers, (ii) the issuance by the Guarantors of
the Guarantees, (iii) the issuance by the Subordinated Guarantor of the
Subordinated Guarantee and (iv) the execution by the Issuer of the
Operative Documents and the consummation by the Issuer, the Guarantors and the
Subordinated Guarantor of each of the transactions contemplated hereby and by
the Operative Documents, except, for the registration of the Securities,
the Exchange Notes and Exchange Guarantees under the Registration Statements
and the filing of any Current Reports on Form 8-K with the Commission
disclosing any aspect of the Operative Documents and the transactions
contemplated thereby, and, in each case, such as have been or, prior to the
Closing Date, will be obtained and such as may be required under applicable
state securities or “Blue Sky” laws in connection with the purchase and resale
of the Securities by the Initial Purchasers. 
None of the Issuer nor any of the Subsidiaries is (A) in violation
of its charter or bylaws (or similar organizational document), (B) in
breach or violation of any statute, judgment, decree, order, rule or
regulation applicable to any of them or any of their respective properties or
assets, except for any such breach or violation which would not, individually
or in the aggregate, have a Material Adverse Effect, or (C) in breach of
or default under (nor has any event occurred which, with notice or passage of
time or both, would constitute a default under) or in violation of any of the
terms or provisions of any indenture, mortgage, deed of trust, loan agreement,
note, lease, license, permit, certificate, contract or other agreement or
instrument to which any of them is a party or to which any of them or their
respective properties or assets is subject (collectively,


 


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“Contracts”),
except for any such breach, default, violation or event which would not,
individually or in the aggregate, have a Material Adverse Effect.


 


(l)            The execution,
delivery and performance by the Issuer, the Guarantors and the Subordinated
Guarantor of this Agreement and each of the other Operative Documents (to the
extent a party thereto) and the consummation of the transactions contemplated
hereby and thereby (including, without limitation, the issuance and sale of the
Securities to the Initial Purchasers and the issuance of the Exchange Notes in
the Exchange Offer) will not violate, conflict with or constitute or result in
a breach of or a default under (or constitute an event which with notice or
passage of time or both would constitute a default under) or cause an
acceleration of any obligation under, or result in the imposition or creation
of any lien or encumbrance (a “Lien”) on any properties or assets of the
Issuer or any Subsidiary with respect to (A) the terms or provisions of
any Contract, except for any conflict, breach, violation, default or event
which would not, individually or in the aggregate, have a Material Adverse
Effect, (B) the charter or bylaws (or similar organizational document) of
the Issuer or any of the Subsidiaries, or (C) (assuming compliance with
all applicable state securities or “Blue Sky” laws and assuming the accuracy of
the representations and warranties of the Initial Purchasers in Section 8
hereof are true and correct and that the representations and warranties of the
initial purchaser contained in the Second Purchase Agreement are true and
correct) any statute, judgment, decree, order, rule or regulation
applicable to the Issuer or any of the Subsidiaries or any of their respective
properties or assets, except for any such conflict, breach or violation which
would not, individually or in the aggregate, have a Material Adverse Effect.


 


(m)          Ernst & Young
LLP, who is reporting on the audited consolidated financial statements of Williams
Scotsman International in the Final Memorandum, is an independent registered
public accounting firm within the meaning of the Act and the rules and
regulations promulgated thereunder.  The
audited consolidated financial statements of Williams Scotsman International
and related notes thereto included in the Final Memorandum present fairly in
all material respects the financial position of Williams Scotsman International
as of the dates indicated and the results of its respective operations and the
changes in the financial position for the periods specified, in accordance with
generally accepted accounting principles (“GAAP”) consistently applied
throughout such periods, except as otherwise stated therein.  The summary and selected financial and
statistical data included in the Final Memorandum present fairly in all
material respects the information shown therein and have been prepared and
compiled on a basis consistent with the audited financial statements included
therein, except as stated therein.


 


(n)           There is not pending
or, to the knowledge of the Issuer, the Guarantors or the Subordinated
Guarantor, threatened any action, suit, proceeding, inquiry or


 


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investigation
to which the Issuer or any of the Subsidiaries is a party, or to which the
property or assets of the Issuer or any of the Subsidiaries is subject, before
or brought by any court, arbitrator or governmental agency or body which could
reasonably be expected to, individually or in the aggregate, have a Material
Adverse Effect or which seeks to restrain, enjoin, prevent the consummation of
or otherwise challenge the issuance or sale of the Securities to be sold
hereunder or the consummation of the other transactions contemplated in the
Operative Documents.


 


(o)           Each of the Issuer and
the Subsidiaries possesses all material licenses, permits, certificates,
consents, orders, approvals and other authorizations from, and has made all
declarations and filings with, all federal, provincial, state, local and other
governmental authorities, all self-regulatory organizations and all courts and
other tribunals, presently required or necessary to own or lease, as the case
may be, and to operate its respective properties and to carry on its respective
businesses as now or proposed to be conducted as set forth in the Final Memorandum
(“Permits”), except where the failure to obtain such Permits would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect; each of the Issuer and the Subsidiaries has fulfilled and performed all
of its obligations with respect to such Permits and no event has occurred which
allows, or after notice or lapse of time would allow, revocation or termination
thereof or results in any other material impairment of the rights of the holder
of any such Permit, except where the failure to perform such obligations or the
occurrence of such event would not have a Material Adverse Effect; and none of
the Issuer or the Subsidiaries has received any notice of any proceeding
relating to revocation or modification of any such Permit.


 


(p)           Since the date of the
most recent financial statements appearing in the Final Memorandum, except as
described in the Final Memorandum or as provided in or contemplated by the Operative
Documents, (i) none of the Issuer or any of the Subsidiaries has incurred
any liabilities or obligations, direct or contingent, or entered into or agreed
to enter into any transactions or contracts (written or oral) not in the
ordinary course of business, or which liabilities, obligations, transactions or
contracts would, individually or in the aggregate, be material to the business,
condition (financial or otherwise) or results of operations of the Issuer and
the Subsidiaries, taken as a whole, (ii) none of the Issuer or any of the
Subsidiaries has purchased any of its outstanding capital stock, nor declared,
paid or otherwise made any dividend or distribution of any kind on its capital
stock and (iii) there shall not have been any change in the capital stock
or long-term indebtedness (excluding up to $2,500,000 of additional capital
leases) of the Issuer or Subsidiaries except, in each case, repayments or
additional borrowings under the revolving portion of the Issuer’s existing
credit facility.


 


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(q)           Each of the Issuer and
the Subsidiaries has filed all necessary federal, state and foreign income and
franchise tax returns, except where the failure to so file such returns would
not, individually or in the aggregate, have a Material Adverse Effect, and has
paid all taxes shown as due thereon except as to taxes being contested in good
faith, or where the failure to pay any such taxes would not, individually or in
the aggregate, have a Material Adverse Effect; and other than tax deficiencies
which the Issuer or any of the Subsidiaries is contesting in good faith and for
which the Issuer or such Subsidiary has provided adequate reserves in
accordance with GAAP, there is no tax deficiency that has been asserted against
the Issuer or any Subsidiary that would have, individually or in the aggregate,
a Material Adverse Effect.


 


(r)            The statistical and
market-related data included in the Final Memorandum are based on or derived
from sources which the Issuer, the Guarantors and the Subordinated Guarantor
believe to be reliable and accurate in all material respects.


 


(s)           None of the Issuer, the
Guarantors or the Subordinated Guarantor or any agent acting on its behalf has
taken or will take any action that might cause this Agreement or the sale of
the Securities to violate Regulation T, U or X of the Board of Governors
of the Federal Reserve System, in each case as in effect, or as the same may
hereafter be in effect, on the Closing Date.


 


(t)            Each of the Issuer and
the Subsidiaries has good and marketable title to all real property and good
title to all personal property described in the Final Memorandum as being owned
by it and good and marketable title to a leasehold estate in the real and
personal property described in the Final Memorandum as being leased by it free
and clear of all Liens, except as described in the Final Memorandum or
to the extent the failure to have such title or the existence of such Liens
would not, individually or in the aggregate, have a Material Adverse Effect or
except such Liens, created pursuant to the Issuer’s existing credit
facility.  All leases, contracts and
agreements to which any of the Issuer or the Subsidiaries is a party or by
which any of them is bound are valid and enforceable against each of the
Issuer, or such Subsidiary, as the case may be, and to the knowledge of each of
the Issuer, the Guarantors and the Subordinated Guarantor, as the case may be,
are valid and enforceable against the other party or parties thereto and are in
full force and effect with only such exceptions as would not, individually or
in the aggregate, have a Material Adverse Effect, except, in each case, as such
enforceability may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium and other similar laws now or hereinafter in effect
relating to or affecting creditors’ rights generally and (ii) general
principles of equity and the discretion of the court before which any
proceeding therefor may be brought.  The
Issuer and the Subsidiaries own or possess adequate licenses or other rights to
use all patents, trademarks, service marks, trade names, copyrights and know-how
necessary


 


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to conduct the
businesses now or proposed to be operated by them as described in the Final Memorandum,
except where the failure to own, possess or have the right to use would not
have a Material Adverse Effect, and none of the Issuer or any of the
Subsidiaries has received any notice of infringement of or conflict with (or
knows of any such infringement of or conflict with) asserted rights of others
with respect to any patents, trademarks, service marks, trade names, copyrights
or know-how which, if such assertion of infringement or conflict were
sustained, would have a Material Adverse Effect.


 


(u)           There are no legal or
governmental proceedings involving or affecting any of the Issuer or any
Subsidiary or any of their respective properties or assets which would be
required to be described in a prospectus pursuant to the Act that are not so
described in the Final Memorandum.


 


(v)           Except as described in
the Final Memorandum or as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, (A) each of the
Issuer and the Subsidiaries is in compliance with and not subject to any known
liability under applicable Environmental Laws (as defined below), (B) each
of the Issuer and the Subsidiaries has made all filings and provided all
notices required under any applicable Environmental Law, and has, and is in
compliance with, all Permits required under any applicable Environmental Laws
and each of them is in full force and effect, (C) there is no civil,
criminal or administrative action, suit, demand, claim, hearing, notice of
violation or, to the knowledge of the Issuer, the Guarantors and the
Subordinated Guarantor, investigation, proceeding, notice or demand letter or
request for information pending or threatened against any of the Issuer or any
of the Subsidiaries under any Environmental Law, (D) no lien, charge,
encumbrance or restriction has been recorded under any Environmental Law with
respect to any assets, facility or property owned, operated, leased or
controlled by any of the Issuer or any Subsidiary, (E) none of the Issuer
or any Subsidiaries has received notice that it has been identified as a
potentially responsible party under the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended (“CERCLA”), or any comparable
state law and (F) no property or facility of any of the Issuer or any
Subsidiary is (i) listed or, to the knowledge of the Issuer, the
Guarantors or the Subordinated Guarantor proposed for listing on the National
Priorities List under CERCLA or (ii) listed in the Comprehensive Environmental
Response, Compensation, Liability Information System List promulgated pursuant
to CERCLA, or on any comparable list maintained by any state or local
governmental authority.


 


For purposes
of this Agreement, “Environmental Laws” means the common law and all
applicable federal, provincial, state and local laws or regulations, codes,
orders, decrees, judgments or injunctions issued, promulgated, approved or
entered


 


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thereunder, relating to pollution or protection of public or employee
health and safety or the environment, including, without limitation, laws
relating to (i) emissions, discharges, releases or threatened releases of
hazardous materials into the environment (including, without limitation, ambient
air, surface water, ground water, land surface or subsurface strata), (ii) the
manufacture, processing, distribution, use, generation, treatment, storage,
disposal, transport or handling of hazardous materials, and (iii) underground
and above ground storage tanks and related piping, and emissions, discharges,
releases or threatened releases therefrom.


 


(w)          There is no strike,
labor dispute, slowdown or work stoppage with the employees of any of the
Issuer or the Subsidiaries which is pending or, to the knowledge of the Issuer,
the Guarantors and the Subordinated Guarantor, as the case may be, threatened
which, in either case, could reasonably be expected to have a Material Adverse
Effect.


 


(x)            None of the Issuer or
any of the Subsidiaries has incurred any liability for any prohibited
transaction or funding deficiency or any complete or partial withdrawal
liability with respect to any pension, profit sharing or other plan which is
subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
to which any of the Issuer or the Subsidiaries makes or ever has made a contribution
and in which any employee of any of the Issuer or any such Subsidiary is or has
ever been a participant, which in the aggregate could have a Material Adverse Effect.  With respect to such plans, each of the
Issuer and the Subsidiaries is in compliance in all respects with all
applicable provisions of ERISA, except where the failure to so comply would
not, individually or in the aggregate, have a Material Adverse Effect.


 


(y)           Each of the Issuer and
the Subsidiaries (i) makes and keeps accurate books and records and (ii) maintains
internal accounting controls which provide reasonable assurance that (A) transactions
are executed in accordance with management’s general or specific
authorizations, (B) transactions are recorded as necessary to permit
preparation of its financial statements and to maintain accountability for its
assets, (C) access to its assets is permitted only in accordance with
management’s general or specific authorizations and (D) the reported
accountability for its assets is compared with existing assets at reasonable
intervals.


 


(z)            None of the Issuer,
the Guarantors or the Subordinated Guarantor is, or immediately after the sale
of the Notes to be sold hereunder and the application of the proceeds from such
sale (as described in the Final Memorandum under the caption “Use of Proceeds”),
will be required to be, registered as an “investment company” as such term is
defined in the Investment Company Act of 1940, as amended, and the rules and
regulations thereunder.


 


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(aa)         The Notes, the Guarantees,
the Subordinated Guarantee, the Exchange Notes, the Indenture and the
Registration Rights Agreement conform in all material respects to the
descriptions thereof contained in the Final Memorandum.


 


(bb)         No holder of securities
of the Issuer, the Guarantors or the Subordinated Guarantor will be entitled to
have such securities registered under the registration statements required to
be filed by the Issuer, the Guarantors and the Subordinated Guarantor pursuant
to the Registration Rights Agreement, other than as expressly permitted
thereby.


 


(cc)         None of the Issuer or the
Subsidiaries or any of their respective Affiliates (as defined in Rule 501(b) of
Regulation D under the Act) has directly, or through any agent, (i) sold,
offered for sale, solicited offers to buy or otherwise negotiated in respect
of, any “security” (as defined in the Act) which is or could be integrated with
the sale of the Securities in a manner that would require the registration
under the Act of the Securities or (ii) engaged in any form of general
solicitation or general advertising (as those terms are used in
Regulation D under the Act) in connection with the offering of the
Securities or in any manner involving a public offering within the meaning of Section 4(2) of
the Act.


 


(dd)         When the Securities are
delivered pursuant to this Agreement, none of the Securities will be of the
same class (within the meaning of Rule 144A under the Act) as securities
of the Issuer, the Guarantors or the Subordinated Guarantor that are listed on
a national securities exchange registered under Section 6 of the Exchange
Act or that are quoted in a United States automated inter-dealer quotation
system.


 


(ee)         None of the Issuer, the
Subsidiaries, any of their respective Affiliates (as defined in Rule 501(b) of
Regulation D under the Act) or any person acting on any of their behalf
(other than the Initial Purchasers) has engaged in any directed selling efforts
(as that term is defined in Regulation S under the Act (“Regulation S”))
with respect to the Securities; the Issuer and its Affiliates and any person
acting on any of its behalf (other than the Initial Purchasers) have complied
with the offering restrictions requirement of Regulation S.


 


(ff)           Assuming that the
representations and warranties of the Initial Purchasers contained in Section 8
hereof are true and correct and that the representations and warranties of the
initial purchaser contained in Section 8 of the Second Purchase Agreement
are true and correct, it is not necessary in connection with the offer, sale
and delivery of the Securities to the Initial Purchasers or the reoffer and
resale by the Initial Purchasers in the manner contemplated by this Agreement
to register the Securities under the Act.


 


12





















 


Any
certificate signed by any officer of the Issuer, the Guarantors or the
Subordinated Guarantor and delivered to any Initial Purchaser or to counsel for
the Initial Purchasers shall be deemed a representation and warranty by the
Issuer, the Guarantors and the Subordinated Guarantor, as the case may be, to
each Initial Purchaser as to the matters covered thereby.


 


3.             Purchase,
Sale and Delivery of the Securities. 
On the basis of the representations, warranties, agreements and
covenants herein contained and subject to the terms and conditions herein set
forth, the Issuer, the Guarantors and the Subordinated Guarantor agree to issue
and sell to the Initial Purchasers, and the Initial Purchasers, acting
severally and not jointly, agree to purchase the Notes (including the related
Guarantees and Subordinated Guarantee) in the respective amounts set forth
opposite their respective names on Schedule I attached hereto at 97.750%
of their principal amount plus accrued interest from September 29, 2005.  One or more certificates in definitive form
for the Notes that the Initial Purchasers have agreed to purchase hereunder,
and in such denomination or denominations and registered in such name or names
as the Initial Purchasers request upon notice to the Issuer at least 36 hours
prior to the Closing Date, shall be delivered by or on behalf of the Issuer to
the Initial Purchasers, against payment by or on behalf of the Initial
Purchasers of the purchase price therefor by wire transfer (same day funds) to
such account or accounts as the Issuer shall specify prior to the Closing Date,
or by such means as the parties hereto shall agree prior to the Closing
Date.  Such delivery of and payment for
the Securities shall be made at the offices of Paul, Weiss, Rifkind, Wharton, &
Garrison LLP, 1285 Avenue of the Americas, New York, New York at 10:00 A.M.,
New York time, on September 29, 2005, or at such other place, time or date
as the Initial Purchasers, on the one hand, and the Issuer, on the other hand,
may agree upon, such time and date of delivery against payment being herein
referred to as the “Closing Date.” 
The Issuer will make such certificate or certificates for the Securities
available for checking and packaging by the Initial Purchasers at the offices
of Deutsche Bank Securities Inc. in New York, New York, or at such other place
as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the
Closing Date.


 


4.             Offering
by the Initial Purchasers.  The
Initial Purchasers propose to make an offering of the Securities at the price
and upon the terms set forth in the Final Memorandum, as soon as practicable
after this Agreement is entered into and as in the judgment of the Initial
Purchasers is advisable.


 


5.             Covenants
of the Issuer, the Guarantors and the Subordinated Guarantor.  The Issuer, the Guarantors and the
Subordinated Guarantor covenant and agree with each of the Initial Purchasers
that:


 


(a)           None of the Issuer, the
Guarantors or the Subordinated Guarantor will amend or supplement the Final Memorandum
or make any amendment or supplement thereto of which the Initial Purchasers
shall not previously have been advised and furnished a copy for a reasonable
period of time prior to the proposed amendment or


 


13





















 


supplement and
as to which the Initial Purchasers shall not have given their consent, which
consent shall not unreasonably be withheld or delayed.  The Issuer, the Guarantors and the
Subordinated Guarantor will promptly, upon the reasonable request of the
Initial Purchasers or counsel for the Initial Purchasers, make any amendments
or supplements to the Preliminary Memorandum or the Final Memorandum that may
be necessary or advisable in connection with the resale of the Securities by
the Initial Purchasers.


 


(b)           The Issuer, the
Guarantors and the Subordinated Guarantor will cooperate with the Initial
Purchasers in arranging for the qualification of the Securities for offering
and sale under the securities or “Blue Sky” laws of such jurisdictions as the
Initial Purchasers may reasonably designate and will continue such
qualifications in effect for as long as may be necessary to complete the resale
of the Securities; provided, however, that in connection
therewith, the Issuer, the Guarantors and the Subordinated Guarantor shall not
be required to qualify as a foreign corporation or to execute a general consent
to service of process in any jurisdiction or subject itself to taxation in any
such jurisdiction where it is not then so subject.


 


(c)           If, at any time prior
to the initial resale by the Initial Purchasers of the Securities or the
Exchange Notes, any event occurs or information becomes known as a result of
which the Final Memorandum as then amended or supplemented would include any
untrue statement of a material fact, or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, or if for any other reason it is necessary at
any time to amend or supplement the Final Memorandum to comply with applicable
law, the Issuer will promptly notify the Initial Purchasers thereof and will
prepare, at the expense of the Issuer, an amendment or supplement to the Final
Memorandum that corrects such statement or omission or effects such compliance.


 


(d)           The Issuer will,
without charge, provide to the Initial Purchasers and to counsel for the Initial
Purchasers as many copies of the Preliminary Memorandum and the Final Memorandum
or any amendment or supplement thereto as the Initial Purchasers may reasonably
request.


 


(e)           The Issuer, the
Guarantors and the Subordinated Guarantor will apply the net proceeds from the
sale of the Securities as set forth under “Use of Proceeds” in the Final Memorandum.


 


(f)            Prior to the Closing
Date, the Issuer, the Guarantors and the Subordinated Guarantor will furnish to
the Initial Purchasers, as soon as they have been prepared in the ordinary
course of business, a copy of any unaudited interim financial statements of Williams
Scotsman International for any period subsequent to


 


14





















 


the period
covered by the most recent financial statements appearing in the Final Memorandum.


 


(g)           None of the Issuer, the
Guarantors, the Subordinated Guarantor or any of their Affiliates will sell,
offer for sale or solicit offers to buy or otherwise negotiate in respect of
any “security” (as defined in the Act) which could be integrated with the sale
of the Securities in a manner which would require the registration under the
Act of the Securities.


 


(h)           None of the Issuer, the
Guarantors or the Subordinated Guarantor will, nor will the Issuer permit any
of the Subsidiaries to, engage in any form of general solicitation or general
advertising (as those terms are used in Regulation D under the Act) in
connection with the offering of the Securities or in any manner involving a
public offering within the meaning of Section 4(2) of the Act.


 


(i)            For so long as any of
the Securities remain outstanding, Williams Scotsman International will make
available at its expense, upon request, to any holder of such Securities and
any prospective purchasers thereof, the information specified in Rule 144A(d)(4) under
the Act, unless Williams Scotsman International is then subject to Section 13
or 15(d) of the Exchange Act.


 


(j)            The Issuer, the
Guarantors and the Subordinated Guarantor will use their commercially
reasonable efforts to (i) permit the Securities to be designated for
trading in the Private Offerings, Resales and Trading through Automated
Linkages market (the “PORTAL Market”) of the NASD and (ii) permit
the Securities to be eligible for clearance and settlement through The
Depository Trust Company.


 


6.             Expenses.  The Issuer agrees to pay all costs and
expenses incident to the performance of its obligations under this Agreement,
whether or not the transactions contemplated herein are consummated or this
Agreement is terminated pursuant to Section 11 hereof, including all costs
and expenses incident to (i) the printing of documents with respect to the
transactions contemplated hereby, including the Preliminary Memorandum and the
Final Memorandum and any amendment or supplement thereto, and any “Blue Sky”
memoranda, (ii) all arrangements relating to the delivery to the Initial
Purchasers of copies of the foregoing documents, (iii) the fees and
disbursements of the counsel, the accountants and any other experts or advisors
retained by the Issuer, (iv) preparation (including printing), issuance
and delivery to the Initial Purchasers of the Securities, (v) the
qualification of the Securities under state securities and “Blue Sky” laws,
including filing fees and reasonable fees and disbursements of counsel for the
Initial Purchasers relating thereto, (vi) expenses of the Issuer in
connection with any meetings with the Issuer and prospective investors in the
Securities, (vii) fees and expenses of the Trustee, including reasonable
fees and expenses of its counsel, (viii) all expenses and listing fees
incurred in connection with the application for quotation of the Securities on
the PORTAL Market and (ix) any fees charged by investment rating agencies


 


15





















 


for the rating of the Securities. 
If the sale of the Securities provided for herein is not consummated
because any condition to the obligations of the Initial Purchasers set forth in
Section 7 hereof is not satisfied, because this Agreement is terminated or
because of any failure, refusal or inability on the part of the Issuer, the
Guarantors or the Subordinated Guarantor to perform all obligations and satisfy
all conditions on their part to be performed or satisfied hereunder (other than
solely by reason of a default by the Initial Purchasers of their obligations
hereunder after all conditions hereunder have been satisfied in accordance
herewith), the Issuer agrees to promptly reimburse the Initial Purchasers upon
demand for all reasonable out-of-pocket expenses (including reasonable fees,
disbursements and charges of Cahill Gordon & Reindel LLP, counsel for
the Initial Purchasers) that shall have been incurred by the Initial Purchasers
in connection with the proposed purchase and sale of the Securities.


 


7.             Conditions
of the Initial Purchasers’ and the Issuer’s Obligations.  (A)  The obligation of the Initial
Purchasers to purchase and pay for the Securities shall, in their sole
discretion, be subject to the satisfaction or waiver of the following
conditions on or prior to the Closing Date


 


(a)           On the Closing Date,
the Initial Purchasers shall have received the opinions, dated as of the
Closing Date and addressed to the Initial Purchasers, of (i) Paul, Weiss,
Rifkind, Wharton & Garrison LLP, (ii) Whiteford, Taylor &
Preston L.L.P., (iii) Hillis, Clark, Martin & Peterson P.S., (iv) Blackwell,
Sanders, Peper, Martin LLP, (v) Stites & Harbison PLLC, (vi) Davies Ward Phillips & Vineberg LLP
and (vii) John Ross, the General Counsel of the Issuer, in each case in
form and substance reasonably satisfactory to counsel for the Initial Purchasers.


 


The opinion of
Paul, Weiss, Rifkind, Wharton & Garrison LLP described in this Section may
be limited to matters of New York, Federal and Delaware corporate law and shall
be rendered to the Initial Purchasers at the request of the Issuer, the Guarantors
and the Subordinated Guarantor and shall so state therein.  The opinion of Whiteford, Taylor &
Preston L.L.P. described in this Section may be limited to matters of
Maryland corporate law and shall be rendered to the Initial Purchasers at the
request of the Issuer, the Guarantors and the Subordinated Guarantor and shall
so state therein.  The opinion of Hillis,
Clark, Martin & Peterson P.S. described in this Section may be
limited to matters of Washington corporate law and shall be rendered to the
Initial Purchasers at the request of the Issuer, the Guarantors and the
Subordinated Guarantor and shall so state therein.  The opinion of Blackwell, Sanders, Peper,
Martin LLP described in this Section may be limited to matters of Missouri
corporate law and shall be rendered to the Initial Purchasers at the request of
the Issuer, the Guarantors and the Subordinated Guarantor and shall so state
therein.  The opinion of Stites &
Harbison PLLC described in this Section may be limited to matters of
Georgia corporate law and shall be rendered to the Initial Purchasers at the
request of the Issuer, the Guarantors and the Subordinated Guarantor and shall
so state therein.  The opinion of


 


16





















 


Davies Ward Phillips &
Vineberg LLP described in this Section may be limited to matters of
Ontario corporate law and federal Canadian corporate law and shall be rendered
to the Initial Purchasers at the request of the Issuer, the Guarantors and the
Subordinated Guarantor and shall so state therein.


 


References to
the Final Memorandum in any legal opinions delivered under this subsection (a) shall
include any amendment or supplement thereto prepared in accordance with the
provisions of this Agreement at the Closing Date.  In rendering such opinions, Paul, Weiss,
Rifkind, Wharton & Garrison LLP, Whiteford, Taylor & Preston
L.L.P., Hillis, Clark, Martin & Peterson P.S., Blackwell, Sanders
Peper, Martin LLP, Stites & Harbison PLLC, Davies Ward Phillips & Vineberg LLP and the General
Counsel may rely as to matters of fact to the extent such counsel deems proper,
on certificates of responsible officers of the Issuer, the Guarantors and the
Subordinated Guarantor and public officials which are furnished to the Initial
Purchasers.


 


(b)           On the Closing Date,
the Initial Purchasers shall have received the opinion, in form and substance
reasonably satisfactory to the Initial Purchasers, dated as of the Closing Date
and addressed to the Initial Purchasers, of Cahill Gordon & Reindel LLP,
counsel for the Initial Purchasers, with respect to certain legal matters
relating to this Agreement and such other related matters as the Initial
Purchasers may reasonably require.  In
rendering such opinion, Cahill Gordon & Reindel LLP shall have
received and may rely upon such certificates and other documents and
information as it may reasonably request to pass upon such matters.


 


(c)           The Initial Purchasers
shall have received from Ernst & Young LLP a comfort letter or letters
dated the date hereof and the Closing Date, in form and substance reasonably
satisfactory to counsel for the Initial Purchasers.


 


(d)           The representations and
warranties of the Issuer, the Guarantors and the Subordinated Guarantor
contained in this Agreement shall be true and correct in all material respects
on and as of the date hereof and on and as of the Closing Date as if made on
and as of the Closing Date; the statements of the Issuer’s, the Guarantors’ and
the Subordinated Guarantor’s officers made pursuant to any certificate
delivered in accordance with the provisions hereof shall be true and correct in
all material respects on and as of the date made and on and as of the Closing
Date; the Issuer, the Guarantors and the Subordinated Guarantor shall have
performed in all material respects all covenants and agreements and satisfied
in all material respects all conditions on its part to be performed or
satisfied hereunder at or prior to the Closing Date; and, except as described
in the Final Memorandum (exclusive of any amendment or supplement thereto after
the date hereof), subsequent to the date of the most recent financial
statements in such Final Memorandum, there shall have been no event or
development, and no information shall have become known, that, individually


 


17





















 


or in the
aggregate, has or would be reasonably likely to have a Material Adverse Effect.


 


(e)           The sale of the Securities
hereunder shall not be enjoined (temporarily or permanently) on the Closing
Date.


 


(f)            Subsequent to the date
of the most recent financial statements in the Final Memorandum (exclusive of
any amendment or supplement thereto after the date hereof), none of the Issuer
or any Subsidiary shall have sustained any loss or interference with respect to
its business or properties from fire, flood, hurricane, accident or other
calamity, whether or not covered by insurance, or from any strike, labor
dispute, slow down or work stoppage or from any legal or governmental
proceeding, order or decree, which loss or interference, individually or in the
aggregate, has or would be reasonably likely to have a Material Adverse Effect.


 


(g)           The Initial Purchasers
shall have received a certificate of the Issuer, dated the Closing Date, signed
on behalf of the Issuer by its Chairman of the Board, President or Chief
Executive Officer and any Vice President or the Chief Financial Officer on
behalf of the Issuer, to the effect that:


 


(i)            The
representations and warranties of the Issuer, the Guarantors and the
Subordinated Guarantor contained in this Agreement are true and correct in all
material respects on and as of the date hereof and on and as of the Closing
Date, and the Issuer, the Guarantors and the Subordinated Guarantor have
performed in all material respects all covenants and agreements and satisfied
all conditions in all material respects on their part to be performed or satisfied
hereunder at or prior to the Closing Date;


 


(ii)           At
the Closing Date, since the date hereof or since the date of the most recent
financial statements in the Final Memorandum (exclusive of any amendment or
supplement thereto after the date hereof), no event or development has
occurred, and no information has become known, that, individually or in the
aggregate, has or would be reasonably likely to have a Material Adverse Effect;
and


 


(iii)          The
sale of the Securities hereunder has not been enjoined (temporarily or
permanently).


 


(h)           On the Closing Date,
the Initial Purchasers shall have received the Registration Rights Agreement
executed by the Issuer, the Guarantors and the Subordinated Guarantor and such
Agreement shall be in full force and effect at all times from and after the
Closing Date.


 


18





















 


(i)            The IPO shall have
been consummated.


 


(j)            The Issuer shall have
accepted all Existing Notes validly tendered pursuant to the Tender Offer in
accordance with the procedures described in the Tender Offer Documentation and
the supplemental indentures with respect to the Existing Notes described in the
Tender Offer Documentation shall be in full force and effect.


 


All such
documents, opinions, certificates, letters, schedules or instruments delivered
pursuant to this Agreement will comply with the provisions hereof only if they
are reasonably satisfactory in all material respects to the Initial Purchasers
and counsel for the Initial Purchasers. 
The Issuer shall furnish to the Initial Purchasers such conformed copies
of such documents, opinions, certificates, letters, schedules and instruments
in such quantities as the Initial Purchasers shall reasonably request.


 


(B)  The
obligation of the Issuer to issue and sell the Securities shall, in its sole
discretion, be subject to the satisfaction or waiver of the following condition
on or prior to the Closing Date:


 


(a)           Each of the
transactions contemplated to be performed or closed by the Issuer, the
Guarantors or the Subordinated Guarantor pursuant to this Agreement and each of
the other Operative Documents on or prior to the Closing Date shall have been
performed or closed in accordance with the terms thereof without giving effect
to any amendment, modification or supplement thereto or the waiver of any party
rights or remedies with respect thereto (other than any amendment,
modification, supplement or waiver to which the Issuer has agreed or consented).


 


(b)           The IPO shall have been
consummated.


 


(c)           The Issuer shall have
accepted all Existing Notes validly tendered pursuant to the Tender Offer in
accordance with the procedures described in the Tender Offer Documentation and
the supplemental indentures with respect to the Existing Notes described in the
Tender Offer Documentation shall be in full force and effect.


 


8.             Offering
of Securities; Restrictions on Transfer. 
(a)  Each of the Initial Purchasers represents and warrants
(as to itself only) that it is a “qualified institutional buyer” within the
meaning of Rule 144A (a “QIB”). 
Each of the Initial Purchasers agrees with the Issuer that (i) it and
each of its affiliates has not and will not solicit offers for, or offer or
sell, the Securities by any form of general solicitation or general advertising
(as those terms are used in Regulation D under the Act) or in any manner
involving a public offering within the meaning of Section 4(2) of the
Act; and (ii) it and each of its affiliates has and will solicit offers
for the Securities only from, and will offer the Securities only to (A) in
the case of offers inside the United States, persons whom the Initial
Purchasers reasonably believe to be QIBs


 


19





















 


or, if any such person is
buying for one or more institutional accounts for which such person is acting
as fiduciary or agent, only when such person has represented to the Initial
Purchasers that each such account is a QIB, to whom notice has been given that
such sale or delivery is being made in reliance on Rule 144A, and, in each
case, in transactions under Rule 144A and (B) in the case of offers
outside the United States, to persons other than U.S. persons (“foreign
purchasers,” which term shall include dealers or other professional
fiduciaries in the United States acting on a discretionary basis for foreign
beneficial owners (other than an estate or trust)); provided, however,
that, in the case of this clause (B), in purchasing such Securities such
persons are deemed to have represented and agreed as provided under the caption
“Transfer Restrictions” contained in the Final Memorandum (or, if the Final
Memorandum is not in existence, in the most recent Memorandum).


 


(b)           Each
of the Initial Purchasers represents and warrants with respect to offers and
sales of securities by them outside the United States that (i) it and each
of its affiliates has complied and will comply with all applicable laws and
regulations in each jurisdiction in which it acquires, offers, sells or
delivers Securities or has in its possession or distributes any Memorandum or
any such other material, in all cases at its own expense; (ii) the Securities
have not been and will not be offered or sold within the United States or to,
or for the account or benefit of, U.S. persons except in accordance with
Regulation S under the Act or pursuant to an exemption from the
registration requirements of the Act; (iii) it and each of its affiliates has
offered the Securities and will offer and sell the Securities (A) as part
of its distribution at any time and (B) otherwise until 40 days after the
later of the commencement of the offering and the Closing Date, only in
accordance with Rule 903 of Regulation S and, accordingly, neither such
Initial Purchaser nor any persons acting on its behalf have engaged or will
engage in any directed selling efforts (within the meaning of
Regulation S) with respect to the Securities, and any such persons have
complied and will comply with the offering restrictions requirement of
Regulation S; and (iv) it agrees that, at or prior to confirmation of
sales of the Securities, it will have sent to each distributor, dealer or
person receiving a selling concession, fee or other remuneration that purchases
Securities from it during the restricted period a confirmation or notice to substantially
the following effect:


 


“The Securities covered hereby have
not been registered under the United States Securities Act of 1933 (the “Securities
Act”) and may not be offered and sold within the United States or to, or
for the account or benefit of, U.S. persons (i) as part of the
distribution of the Securities at any time or (ii) otherwise until 40 days
after the later of the commencement of the offering and the closing date of the
offering, except in either case in accordance with Regulation S (or Rule 144A
if available) under the Securities Act. 
Terms used above have the meaning given to them in Regulation S.”


 


Terms used in
this Section 8(b) and not defined in this Agreement have the meanings
given to them in Regulation S.


 


20





















 


(c)           Each of the Initial
Purchasers represents and warrants (as to itself only) that the source of funds
being used by it to acquire the Securities does not include the assets of any “employee
benefit plan” (within the meaning of Section 3 of ERISA) or any “plan”
(within the meaning of Section 4975 of the Code).


 


9.             Indemnification
and Contribution.  (a)  The
Issuer, the Guarantors and the Subordinated Guarantor agree, jointly and
severally, to indemnify and hold harmless the Initial Purchasers, their
affiliates and each person, if any, who controls any Initial Purchaser within
the meaning of Section 15 of the Act or Section 20 of the Exchange
Act, against any losses, claims, damages or liabilities to which any Initial
Purchaser or such controlling person may become subject under the Act, the
Exchange Act or otherwise, insofar as any such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon:


 


(i)            any
untrue statement or alleged untrue statement of any material fact contained in any
Memorandum or any amendment or supplement thereto or any application or other
document, or any amendment or supplement thereto, executed by the Issuer or
based upon written information furnished by or on behalf of the Issuer, the
Guarantors or the Subordinated Guarantor filed in any jurisdiction in order to
qualify the Securities under the securities or “Blue Sky” laws thereof or filed
with any securities association or securities exchange (each an “Application”);
or


 


(ii)           the
omission or alleged omission to state, in any Memorandum or any amendment or
supplement thereto or any Application, a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading,


 


and will reimburse,
as incurred, the Initial Purchasers, each such affiliate and each such controlling
person for any reasonable legal or other reasonable expenses incurred by the
Initial Purchasers, such affiliate or such controlling person in connection
with investigating, defending against or appearing as a third-party witness in
connection with any such loss, claim, damage, liability or action; provided,
however, that the Issuer, the Guarantors and the Subordinated Guarantor
will not be liable (i) in any such case to the extent that any such loss,
claim, damage, or liability arises out of or is based upon any untrue statement
or alleged untrue statement or omission or alleged omission made in any Memorandum
or any amendment or supplement thereto or any Application in reliance upon and
in conformity with written information concerning the Initial Purchasers
furnished to the Issuer by the Initial Purchasers specifically for use therein
or (ii) with respect to the Preliminary Memorandum, to the extent that any
such loss, claim, damage or liability arises solely from the fact that the
Initial Purchasers sold Securities to a person to whom there was not sent or
given, on or prior to the written confirmation of such sale, a copy of the
Final Memorandum, as amended and supplemented, if the Issuer shall have
previously furnished copies thereof to the Initial Purchasers in accordance
with this Agreement and the Final Memorandum, as amended and supplemented,
would have corrected any such untrue statement or omission.  This indemnity agreement will


 


21





















 


be in addition
to any liability that the Issuer, the Guarantors and the Subordinated Guarantor
may otherwise have to the indemnified parties. 
The Issuer, the Guarantors and the Subordinated Guarantor shall not be
liable under this Section 9 for any settlement of any claim or action
effected without their prior written consent, which shall not be unreasonably
withheld or delayed.


 


(b)           The Initial Purchasers
agree, severally and not jointly, to indemnify and hold harmless the Issuer,
the Guarantors and the Subordinated Guarantor, their respective directors,
officers and each person, if any, who controls the Issuer, the Guarantors and
the Subordinated Guarantor within the meaning of Section 15 of the Act or Section 20
of the Exchange Act against any losses, claims, damages or liabilities to which
the Issuer, the Guarantors or the Subordinated Guarantor or any such director,
officer or controlling person may become subject under the Act, the Exchange
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of any material fact contained in any
Memorandum or any amendment or supplement thereto or any Application, or (ii) the
omission or the alleged omission to state therein a material fact required to
be stated in any Memorandum or any amendment or supplement thereto or any
Application, or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information concerning such Initial Purchaser,
furnished to the Issuer by such Initial Purchaser specifically for use therein;
and subject to the limitation set forth immediately preceding this clause, will
reimburse, as incurred, any reasonable legal or other expenses incurred by the
Issuer, the Guarantors or the Subordinated Guarantor or any such director,
officer or controlling person in connection with investigating or defending
against or appearing as a third party witness in connection with any such loss,
claim, damage, liability or action in respect thereof.  This indemnity agreement will be in addition
to any liability that the Initial Purchasers may otherwise have to the
indemnified parties.  The Initial
Purchasers shall not be liable under this Section 9 for any settlement of
any claim or action effected without their consent, which shall not be
unreasonably withheld or delayed.


 


The Issuer
shall not, without the prior written consent of the Initial Purchasers (which
shall not be reasonably withheld or delayed), effect any settlement or
compromise of any pending or threatened proceeding in respect of which any
Initial Purchaser is or could have been a party, or indemnity could have been
sought hereunder by any Initial Purchaser, unless such settlement (A) includes
an unconditional written release of the Initial Purchasers, in form and
substance reasonably satisfactory to the Initial Purchasers, from all liability
on claims that are the subject matter of such proceeding and for where
indemnity could be sought hereunder and (B) does not include any statement
as to an admission of fault, culpability or failure to act by or on behalf of
any Initial Purchaser.


 


22





















 


(c)           Promptly after receipt
by an indemnified party under this Section 9 of notice of the commencement
of any action for which such indemnified party is entitled to indemnification
under this Section 9, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 9,
notify the indemnifying party of the commencement thereof in writing; but the
omission to so notify the indemnifying party (i) will not relieve the
indemnifying party from any liability under paragraph (a) or (b) above
unless and to the extent such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses and (ii) will not,
in any event, relieve the indemnifying party from any obligations to any
indemnified party other than the indemnification obligation provided in
paragraphs (a) and (b) above. 
In case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
party; provided, however, that if (i) the use of counsel
chosen by the indemnifying party to represent the indemnified party would
present such counsel with a conflict of interest, (ii) the defendants in
any such action include both the indemnified party and the indemnifying party
and the indemnified party shall have been advised by counsel that there may be
one or more legal defenses available to it and/or other indemnified parties
that are different from or additional to those available to the indemnifying
party, or (iii) the indemnifying party shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after receipt by the indemnifying party of
notice of the institution of such action, then, in each such case, the
indemnifying party shall not have the right to direct the defense of such
action on behalf of such indemnified party or parties and such indemnified
party or parties shall have the right to select separate counsel to defend such
action on behalf of such indemnified party or parties.  After notice from the indemnifying party to
such indemnified party of its election so to assume the defense thereof and
approval by such indemnified party of counsel appointed to defend such action,
the indemnifying party will not be liable to such indemnified party under this Section 9
for any legal or other expenses, other than reasonable costs of investigation,
subsequently incurred by such indemnified party in connection with the defense
thereof, unless (i) the indemnified party shall have employed separate
counsel in accordance with the proviso to the immediately preceding sentence
(it being understood, however, that in connection with such action the
indemnifying party shall not be liable for the reasonable expenses of more than
one separate counsel (in addition to local counsel) in any one action or
separate but substantially similar actions in the same jurisdiction arising out
of the same general allegations or circumstances, designated by the Initial
Purchasers in the case of paragraph (a) of this Section 9 or the
Issuer in the case of paragraph (b) of this Section 9,
representing the indemnified parties under such paragraph (a) or
paragraph (b), as the case may be, who are parties to such action or
actions) or (ii) the indemnifying party has authorized in writing the
employment of counsel for the indemnified party at the expense of the
indemnifying party.  After such notice
from the indemnifying party to such indemnified party, the indemnifying party
will not be liable for the costs and expenses


 


23





















 


of any settlement of such action effected by such indemnified party
without the prior written consent of the indemnifying party (which consent
shall not be unreasonably withheld), unless such indemnified party waived in
writing its rights under this Section 9, in which case the indemnified
party may effect such a settlement without such consent.


 


(d)           In circumstances in
which the indemnity agreement provided for in the preceding paragraphs of this Section 9
is unavailable to, or insufficient to hold harmless, an indemnified party in
respect of any losses, claims, damages or liabilities (or actions in respect
thereof), each indemnifying party, in order to provide for just and equitable
contribution, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to reflect
(i) the relative benefits received by the indemnifying party or parties on
the one hand and the indemnified party on the other from the offering of the
Securities or (ii) if the allocation provided by the foregoing
clause (i) is not permitted by applicable law, not only such relative
benefits but also the relative fault of the indemnifying party or parties on
the one hand and the indemnified party on the other in connection with the
statements or omissions or alleged statements or omissions that resulted in
such losses, claims, damages or liabilities (or actions in respect
thereof).  The relative benefits received
by the Issuer, the Guarantors and the Subordinated Guarantor on the one hand
and any Initial Purchaser on the other shall be deemed to be in the same
proportion as the total proceeds from the offering (before deducting expenses)
received by the Issuer bear to the total discounts and commissions received by
such Initial Purchaser.  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, the Guarantors and the Subordinated Guarantor on the
one hand, or such Initial Purchaser on the other, the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission or alleged statement or omission, and any other equitable
considerations appropriate in the circumstances.  The Issuer, the Guarantors, the Subordinated
Guarantor and the Initial Purchasers agree that it would not be equitable if
the amount of such contribution were determined by pro rata or per capita
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in the first sentence of this
paragraph (d).  Notwithstanding any
other provision of this paragraph (d), no Initial Purchaser shall be obligated
to make contributions hereunder that in the aggregate exceed the total
discounts, commissions and other compensation received by such Initial
Purchaser under this Agreement, less the aggregate amount of any damages that
such Initial Purchaser has otherwise been required to pay by reason of the
untrue or alleged untrue statements or the omissions or alleged omissions to
state a material fact, and no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.  For purposes of this
paragraph (d) each affiliate of an Initial Purchaser and each person, if
any, who controls an Initial Purchaser within the meaning of Section 15 of
the Act or Section 20 of


 


24





















 


the Exchange Act shall have the same rights to contribution as the
Initial Purchasers, and each director of the Issuer, the Guarantors or the
Subordinated Guarantor, each officer of the Issuer, the Guarantors or the
Subordinated Guarantor and each person, if any, who controls the Issuer, the
Guarantors or the Subordinated Guarantor within the meaning of Section 15
of the Act or Section 20 of the Exchange Act, shall have the same rights
to contribution as the Issuer, the Guarantors and the Subordinated Guarantor.


 


10.           Survival
Clause.  The representations,
warranties, agreements, covenants, indemnities and other statements of the
Issuer, the Guarantors and the Subordinated Guarantor, their officers and the
Initial Purchasers set forth in this Agreement or made by or on behalf of them
pursuant to this Agreement shall remain in full force and effect, regardless of
(i) any investigation made by or on behalf of the Issuer, the Guarantors
and the Subordinated Guarantor, any of their officers or directors, the Initial
Purchasers or any controlling person referred to in Section 9 hereof and (ii) delivery
of and payment for the Securities.  The
respective agreements, covenants, indemnities and other statements set forth in
Sections 6, 9 and 16 hereof shall remain in full force and effect,
regardless of any termination or cancellation of this Agreement.


 


11.           Default
of One or More of the Initial Purchasers.           (a) 
If any Initial Purchaser shall default in its obligation to purchase the Securities
which it has agreed to purchase hereunder, the Initial Purchasers may in their
discretion arrange for themselves or another party or other parties to purchase
such Securities on the terms contained herein. 
If within forty-eight hours after such default by any Initial Purchaser
the Initial Purchasers do not arrange for the purchase of such Securities, then
the Issuer shall be entitled to a further period of forty-eight hours within
which to procure another party or other parties satisfactory to the Initial
Purchasers to purchase such Securities on such terms.  In the event that, within the respective
prescribed periods, the Initial Purchasers notify the Issuer that they have so
arranged for the purchase of such Securities, or the Issuer notifies the Initial
Purchasers that it has so arranged for the purchase of such Securities, the
Initial Purchasers or the Issuer shall have the right to postpone the Closing
Date for a period of not more than seven business days, in order to effect
whatever changes may thereby be made necessary in the Memorandum, or in any
other documents or arrangements, and the Issuer agrees to prepare promptly any
amendments to the Memorandum which in the Initial Purchasers’ opinion may
thereby be made necessary.  The term “Initial
Purchaser” as used in this Agreement shall include any person substituted under
this Section with like effect as if such person had originally been a
party to this Agreement with respect to such Securities.


 


(b)           If,
after giving effect to any arrangements for the purchase of the Securities of a
defaulting Initial Purchaser or Initial Purchasers by the Initial Purchasers
and the Issuer as provided in subsection (a) above, the aggregate
principal amount of such Securities which remains unpurchased does not exceed
one-tenth of the aggregate principal amount of all the Securities, then the
Issuer shall have the right to require each non-defaulting Initial


 


25





















 


Purchaser to purchase the principal amount of
Securities which such Initial Purchaser agreed to purchase hereunder and, in
addition, to require each non-defaulting Initial Purchaser to purchase its pro
rata share (based on the principal amount of Securities which such Initial Purchaser
agreed to purchase hereunder) of the Securities of such defaulting Initial
Purchaser or Initial Purchasers for which such arrangements have not been made;
but nothing herein shall relieve a defaulting Initial Purchaser from liability
for its default.


 


(c)           If,
after giving effect to any arrangements for the purchase of the Securities of a
defaulting Initial Purchaser or Initial Purchasers by the Initial Purchasers
and the Issuer as provided in subsection (a) above, the aggregate
principal amount of Securities which remains unpurchased exceeds one-tenth of
the aggregate principal amount of all the Securities, or if the Issuer shall
not exercise the right described in subsection (b) above to require
non-defaulting Initial Purchasers to purchase Securities of a defaulting
Initial Purchaser or Initial Purchasers, then this Agreement shall thereupon
terminate, without liability on the part of any non-defaulting Initial
Purchaser or the Issuer, except for the expenses to be borne by the Issuer and
the Initial Purchasers as provided in Section 6 hereof and the
indemnification and contribution agreements in Section 9 hereof; but
nothing herein shall relieve a defaulting Initial Purchaser from liability for
its default.


 


12.           Termination.  (a)  This Agreement may be
terminated in the sole discretion of the Initial Purchasers by notice to the
Issuer given prior to the Closing Date in the event that the Issuer, the
Guarantors or the Subordinated Guarantor shall have failed, refused or been
unable to perform all obligations and satisfy all conditions on its part to be
performed or satisfied hereunder at or prior thereto or, if at or prior to the
Closing Date:


 


(i)            either
the Issuer, the Guarantors or the Subordinated Guarantor shall have sustained
any loss or interference with respect to its businesses or properties from
fire, flood, hurricane, accident or other calamity, whether or not covered by
insurance, or from any strike, labor dispute, slow down or work stoppage or
any legal or governmental proceeding, which loss or interference, in the
reasonable judgment of the Initial Purchasers, has had or has a Material
Adverse Effect, or there shall have been, in the sole judgment of the Initial
Purchasers, any event or development that, individually or in the aggregate,
has or could be reasonably likely to have a Material Adverse Effect (including
without limitation a change in control of any of the Issuer or any Subsidiary),
except in each case as described in the Final Memorandum;


 


(ii)           trading
in securities generally on the New York Stock Exchange, American Stock Exchange
or the NASDAQ National Market shall have been suspended or minimum or maximum
prices shall have been established on any such exchange or market;


 


26





















 


(iii)          a
banking moratorium shall have been declared by New York or United States
authorities or a material disruption in commercial banking or securities settlement
or clearance services in the United States;


 


(iv)          there
shall have been (A) an outbreak or escalation of hostilities between the
United States and any foreign power, or (B) an outbreak or escalation of
any other insurrection or armed conflict involving the United States or any
other national or international calamity or emergency, or (C) any material
change in the financial markets of the United States which, in the case of (A),
(B) or (C) above and in the sole judgment of the Initial Purchasers,
makes it impracticable or inadvisable to proceed with the offering or the
delivery of the Securities as contemplated by the Final Memorandum; or


 


(v)           any
securities of the Issuer shall have been downgraded or placed on any “watch
list” for possible downgrading by any nationally recognized statistical rating
organization.


 


(b)           Termination of this
Agreement pursuant to this Section 12 shall be without liability of any
party to any other party except as provided in Section 11 hereof.


 


13.           Information
Supplied by the Initial Purchasers. 
The statements set forth in the last paragraph on the front cover page,
the third sentence of the third paragraph, the third sentence of the fifth
paragraph and the sixth paragraph under the heading “Private Placement” in the
Memorandum (to the extent such statements relate to the Initial Purchasers)
constitute the only information furnished by the Initial Purchasers to the
Issuer for the purposes of Sections 2(a) and 9 hereof.


 


14.           Notices.  All communications hereunder shall be in
writing and, if sent to the Initial Purchasers, shall be mailed or delivered to
Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005,
Attention:  Corporate Finance Department,
with a copy to Cahill Gordon & Reindel LLP, 80 Pine Street, New York,
New York 10005, Attention: 
William M. Hartnett; if sent to the Issuer, the Guarantors or the
Subordinated Guarantor, shall be mailed or delivered to the Issuer at
8211 Town Center Drive, Baltimore, Maryland 21236, Attention:  John B. Ross, with a copy to Paul, Weiss,
Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New
York, New York 10019-6064, Attention: 
John C. Kennedy.


 


All such
notices and communications shall be deemed to have been duly given:  when delivered by hand, if personally
delivered; five business days after being deposited in the mail, postage
prepaid, if mailed; and one business day after being timely delivered to a next-day
air courier.


 


27





















 


15.           Successors.  This Agreement shall inure to the benefit of
and be binding upon the Initial Purchasers, the Issuer, the Guarantors and the
Subordinated Guarantor, if any, and their respective successors and legal
representatives, and nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions
herein contained; this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that (i) the indemnities of the
Issuer, the Guarantors and the Subordinated Guarantor, if any, contained in Section 9
of this Agreement shall also be for the benefit of any person or persons who
control an Initial Purchaser within the meaning of Section 15 of the Act
or Section 20 of the Exchange Act and (ii) the indemnities of the
Initial Purchasers contained in Section 9 of this Agreement shall also be
for the benefit of the directors of the Issuer, the Guarantors and the
Subordinated Guarantor, if any, their respective officers and any person or persons
who control the Issuer within the meaning of Section 15 of the Act or Section 20
of the Exchange Act.  No purchaser of
Securities from the Initial Purchasers will be deemed a successor because of
such purchase.


 


16.           APPLICABLE
LAW.  THE VALIDITY AND INTERPRETATION
OF THIS AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN, WITHOUT GIVING
EFFECT TO ANY PROVISIONS THEREOF RELATING TO CONFLICTS OF LAW.


 


17.           Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


28





















 


If the
foregoing correctly sets forth our understanding, please indicate your acceptance
thereof in the space provided below for that purpose, whereupon this letter
shall constitute a binding agreement among the Issuer, the Guarantors and the
Subordinated Guarantor and the Initial Purchasers.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  WILLIAMS SCOTSMAN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   /s/ John B. Ross

  
	
   

  	
   

  	
  Name: John
  B. Ross

  
	
   

  	
   

  	
  Title:   Secretary
  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILLIAMS SCOTSMAN OF CANADA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   /s/ John B. Ross

  
	
   

  	
   

  	
  Name: John
  B. Ross

  
	
   

  	
   

  	
  Title:   Secretary
  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILLIAMS SCOTSMAN INTERNATIONAL,

  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   /s/ John B. Ross

  
	
   

  	
   

  	
  Name: John
  B. Ross

  
	
   

  	
   

  	
  Title:   General
  Counsel 

  



 





















 


	
   

  	
  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
  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILLSCOT EQUIPMENT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   /s/ John B. Ross

  
	
   

  	
   

  	
  Name: John
  B. Ross

  
	
   

  	
   

  	
  Title:   Secretary
  

  



 





















 


The foregoing Agreement is hereby confirmed and accepted as of the date
first above written.


 


DEUTSCHE BANK SECURITIES INC.

BANC OF AMERICA SECURITIES LLC

CITIGROUP GLOBAL MARKETS INC.

LEHMAN BROTHERS INC.

CIBC WORLD MARKETS CORP.


 


 


	
  By:

  	
  Deutsche Bank Securities Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Noel
  Volpe

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Noel Volpe

  	
   

  
	
   

  	
  Title:

  	
  Managing
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Michael
  Walsh

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Michael
  Walsh

  	
   

  
	
   

  	
  Title:

  	
  Managing
  Director

  	
   

  



 





















 


SCHEDULE I


 


	
  Initial Purchaser

  	
   

  	
  Principal

  Amount

  of Notes

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Deutsche Bank Securities Inc.

  	
   

  	
  $

  	
  87,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Banc of America Securities LLC

  	
   

  	
  64,750,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Citigroup Global Markets Inc.

  	
   

  	
  64,750,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Lehman Brothers, Inc.

  	
   

  	
  64,750,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CIBC World Markets Corp.

  	
   

  	
  26,250,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  308,000,000