Exhibit 10.29


 


EXECUTION COPY


 


EMPLOYMENT AGREEMENT


 


THIS AGREEMENT (“Agreement”)
is made as of September 23, 2005 between Williams Scotsman International, Inc.,
a Delaware corporation and Williams Scotsman Inc., a Maryland corporation (together,
the “Company”), and Gerard E. Holthaus, an individual (hereinafter
called “Employee”).


 


W I T N E S S E T H


 


The Company wishes to
continue to employ Employee and Employee wishes to continue in the employ of
the Company on the terms and conditions contained in this Agreement.


 


NOW, THEREFORE, in
consideration of the facts, mutual promises and covenants contained herein, and
intending to be legally bound hereby, the Company and Employee agree as
follows:


 


1.               Term.  Subject to the provisions of paragraph 5 of
this Agreement, this Agreement shall be effective for a period commencing on
the date hereof and ending on the day immediately preceding the fifth
anniversary of the date hereof (the “Initial Term”); provided,
however, that such term shall be automatically extended for successive
twelve (12) month periods unless, no later than sixty (60) days prior to the
expiration of the Initial Term or any extension thereof, either party hereto
shall provide written notice to the other party hereto of its or his desire not
to extend the term hereof (the Initial Term together with any extension shall
be referred to hereinafter as the “Term”).


 


2.               Employment.  The Company agrees to employ Employee in the
position of President & Chief Executive Officer under
the terms, conditions, and restrictions contained in this Agreement.


 


3.               Duties
and Responsibilities.


 


(a)                                  Employee
agrees to perform such duties and responsibilities normally associated with the
position of President & Chief Executive Officer and as may be assigned
to Employee from time to time by the Company’s Board of Directors (the “Board”).


 


(b)                                 During
his employment with the Company, Employee shall devote his entire working time,
energy, skill and best efforts to the performance of his responsibilities
hereunder in a manner which will faithfully and diligently further the business
and interest of the Company.  In
particular, during his employment with the Company, Employee may not be
employed by or otherwise provide any services in exchange for compensation to
any other entity, unless he obtains prior written authorization from the Board.  In no case may Employee during his employment
with the


 





















 


Company provide any services to or receive any
compensation from any competitor of the Company. Notwithstanding the foregoing,
during the Term, Employee may continue to serve on the boards of directors of
the Baltimore Life Companies and FTI Consulting, Inc. and to receive
compensation for such service.


 


4.               Compensation.


 


(a)                                  For
all of the services rendered by Employee to the Company during the Term,
Employee shall receive a biweekly salary in the gross amount of $486,000 (“Base
Salary”), less taxes and other deductions required by law, payable in
accordance with the Company’s regular payroll practices in effect from time to
time. The Board, or a committee thereof, shall review Employee’s Base Salary on
an annual basis, provided that the Base Salary may be increased, but not
decreased.


 


(b)                                 In
addition to Employee’s Base Salary, the Employee shall be eligible for an
annual management incentive subject to the terms and conditions of the Company’s
management incentive plan as in effect from time to time (the “Bonus”).
Employee will also be eligible for participation in the Company’s 2005 Omnibus
Award Plan (“Plan”).


 


(c)                                  During
the Term, Employee shall be eligible to participate in the Company’s insurance
and other benefit plans, policies and programs of the Company, subject to their
respective eligibility requirements and other terms, conditions, restrictions
and exclusions, including, without limitation, the Company’s deferred
compensation plan and automobile expense reimbursement plan; provided, however,
that the Company reserves the right to restrict Employee’s eligibility for the
Company’s deferred compensation plan to the extent necessary for the Company to
avoid any adverse tax consequences that may arise in connection with such plan.  Nothing herein shall preclude or otherwise
restrict the Company’s right to modify or terminate any insurance or other
benefit plan, policy or program in which its employees participate as it deems
appropriate in its sole discretion.  During
the Term and, following the termination of this Agreement and Employee’s
employment, during any “Severance Period” (as defined below), the Company shall
pay the premiums with respect to Employee’s long term disability insurance
policy with Lincoln National Life Insurance Co.


 


5.               Termination
of Employment.  Either party can
terminate this Agreement and Employee’s employment at any time and for any or
no reason by providing the other party written notice, provided that, in the
event of termination by Employee, Employee shall give the Company at least
thirty (30) calendar days’ advance written notice, which notice the Company may
waive, in whole or in part, in its sole discretion.


 


6.               Post-Termination
Payment.


 


(a)                                  Except
as provided in paragraphs 6(b), 6(g) and 6(h) below, and except
with respect to vested stock options, 401(k) plan benefits and similar rights,


 


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Employee (or his estate) shall not be eligible for any
payments from the Company subsequent to the termination of Employee’s
employment if he:


 


(i)                                     Voluntarily
resigns other than as described in paragraph 6(b) below;


 


(ii)                                  Dies;
or


 


(iii)                               Is
discharged by the Company for “Cause” as defined below.


 


(b)                                 If
this Agreement and Employee’s employment is terminated (i) by the Company
without “Cause” (as defined below) or (ii) by the Employee for “Good
Reason” (as defined below) within twelve (12) months following a “Change in
Control” (as defined below), the Company shall pay Employee as severance (A) his
then current Base Salary for a period of eighteen (18) months following
the date of termination of employment (the “Severance Period”), and (B) an
amount equal to the Bonus earned by the Employee for the year prior to the year
in which termination occurs, such amount and Base Salary to be paid ratably
over the Severance Period in accordance with the Company’s normal payroll
practices.  In addition, on the date
bonuses are paid to other senior executives of the Company for the calendar
year in which the Employee’s termination of employment occurs (the “Payment
Date”), the Employee shall also receive a pro rata Bonus in respect of such
calendar year equal to the Bonus, if any, in respect of such calendar year that
Employee would have received had he remained employed on the Payment Date multiplied
by a fraction, the numerator of which is the number of days in such calendar year
preceding and including the Employee’s date of termination, and the denominator
of which is 365.  All payments under this
Section 6(b) shall be conditioned on the Employee’s execution at the
time of his termination of employment of a general release of any and all
claims which he may have arising out of or relating to employment with and/or
termination of employment by the Company, which release shall be satisfactory
to the Company, provided that such release shall specifically exclude Employee’s
rights under this Agreement and with respect to vested stock options, 401(k)
plan benefits and similar benefit plans. 
Notwithstanding the foregoing, if amounts paid under this Agreement are
determined to be deferred compensation subject to Section 409A of the
Internal Revenue Code of 1986 as amended, (“Code”) and Employee is
deemed to be a “specified employee” as defined in Section 409A(a)(2)(B)(i) of
the Code and the regulations and guidance issued thereunder relating to
deferred compensation, then any payments due under this paragraph 6(b) shall
commence as of the first of the month after the sixth month following the date
on which Employee’s termination of employment occurs.  Subject to paragraph 10(j) hereof, the
Company also reserves the right, in its sole discretion, to make the severance
payments provided for in this paragraph in a lump sum.


 


(c)                                  “Cause,”
shall mean any of the following:  (i) willful
misconduct, theft, fraud, misappropriation, embezzlement, gross negligence,
self-dealing, dishonesty, material misrepresentation, being convicted of or
pleading guilty or no contest to any felony, (ii) material violation by
Employee of any Company policy or


 


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provision of this Agreement; (iii) Employee’s
inability to perform the essential functions of his or her job, as a result of
disability, illness, or other similar reasons, for a total of twenty-six (26)
weeks or more in any rolling twelve (12) month period; (iv) Employee’s
willful and continued failure to perform substantially all of his duties with
the Company or a failure to follow the lawful direction of the Board, in each
case after the Board delivers a written demand for substantial performance and
Employee neglects to cure such a failure to the reasonable satisfaction of the
Board within 15 days; (v) Employee’s failure to reasonably cooperate in an
investigation involving the Company by any governmental authority; or (vi) Employee’s
material, knowing and intentional failure to comply with applicable laws with
respect to the execution of the Company’s business operations.  In all cases, the existence of “Cause” shall
be determined by the Board.


 


(d)                                 “Good
Reason” shall mean any of the following: (i) the assignment to
Employee of any duties inconsistent with his status as an executive officer of
the Company, his removal from that position, or a substantial diminution in the
nature or status of his responsibilities from those in effect immediately prior
to the Change in Control; (ii) a reduction by the Company in Employee’s
Base Salary or annual management incentive opportunity as in effect immediately
prior to the Change in Control or as the same is increased from time to time
following the Change in Control; and (iii) without Employee’s consent, the
relocation of Employee’s primary office to a location that is more than 50
miles from both of (A) such Employee’s primary office immediately prior to
the Change in Control and (B) Employee’s residence at the time of such
relocation.


 


(e)                                  “Change
in Control” shall have the meaning set forth in the Plan.


 


(f)                                    The
termination of this Agreement and Employee’s employment either by Employee or
by the Company shall not release Employee from Employee’s obligations and
restrictions under paragraphs 7 and 8 of this Agreement.


 


(g)                                 Regardless
of the reason for the termination of Employee’s employment, Employee (or his
estate) will receive Base Salary for any days actually worked by Employee prior
to the termination of his employment and for any accrued but unused paid time
off benefits, to the extent Employee may be eligible for same under the Company’s
policies.


 


(h)                                 Regardless
of the reason for the termination of Employee’s employment, whether by Employee
or the Company, except as otherwise provided in this paragraph (h), Employee
(or his estate) shall not be eligible for any Company-paid benefits subsequent
to the termination of his/her employment. 
Notwithstanding the foregoing, Employee and his eligible dependents may
continue to participate in the Company’s group health plan for eighteen (18)
months following Employee’s termination of employment under the Company’s group
health plan in accordance with the Consolidated Omnibus Budget Reconciliation
Act of 1985 (“COBRA”) at the sole expense of the Employee effective on
the first day of the month following the month in which his employment
terminates, subject to COBRA’s eligibility requirements and other


 


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terms, conditions, restrictions and exclusions; provided,
however, that if this Agreement and Employee’s employment is terminated (i) by
the Company without Cause or (ii) by Employee for Good Reason within
twelve (12) months following a Change in Control, the Company shall pay the
cost of premium payments in respect of the Employee’s continued participation
in (1) such group health plan and (2) the Company’s group Term Life
insurance program (subject to the availability of continued coverage during the
Severance Period at rates comparable to those paid on behalf of similarly
situated active employees), for the Severance Period; provided, further,
that the Company’s obligation to pay such premium costs shall cease at the time
Employee and his eligible dependents become eligible for comparable health
benefits or life insurance benefits from another employer.


 


(i)                                     Other
than as specifically set forth in this paragraph 6, and except with
respect to vested stock options, 401(k) plan benefits and similar rights,
Employee shall not be eligible for any payments from the Company subsequent to
the termination of this Agreement and Employee’s employment.  In particular, if Employee receives
payment(s) pursuant to paragraph 6(b) above, such payments are in
lieu of and not in addition to any payments to which he otherwise would be
entitled under any Company severance policy or plan that may exist or be
created or amended in the future.


 


7.               Company
Property.


 


(a)                                  Any
and all writings, inventions, improvements, processes, procedures and/or
techniques which Employee may make, conceive, discover or develop, either
solely or jointly with any other person or persons, at any time during his
employment with the Company, whether during working hours or at any other time
and whether at the request or upon the suggestion of the Company or otherwise,
which relate to or are useful in connection with any business now or hereafter
carried on or contemplated by the Company, including developments or expansions
of its present fields of operations, shall be the sole and exclusive property
of the Company.  Employee shall make full
disclosure to the Company of all such writings, inventions, improvements,
processes, procedures and techniques, and shall do everything necessary or
desirable to vest the absolute title thereto in the Company.  Both during and after his employment with the
Company, Employee shall write and prepare all specifications and procedures
regarding such inventions, improvements, processes, procedures and techniques
and otherwise aid and assist the Company so that the Company can prepare and
present applications for copyright or letters patent therefor and can secure
such copyright or letters patent wherever possible, as well as reissues,
renewals, and extensions thereof, and can obtain the record title to such
copyright or patents, or enforce copyrights or patents, so that the Company
shall be the sole and absolute owner thereof in all countries in which it may
desire to have copyright or patent protection. 
Employee shall not be entitled to any additional or special compensation
or reimbursement regarding any and all such writings, inventions, improvements,
processes, procedures and/or techniques, except that the Company shall
reimburse Employee for any expenses which Employee may incur in vesting
absolute title thereto in the Company.


 


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(b)                                 Employee
acknowledges that all documents, records, files, computer programs and data in
his possession or custody, whether made by Employee or any other person,
relating to products/services offered by or other activities of the Company
(whether or not the information contained therein is deemed confidential), are
and shall remain the sole and exclusive property of the Company.


 


(c)                                  Immediately
upon the termination of Employee’s employment, Employee shall deliver to the
Company, retaining no copies, all Company property (for example, keys and
credit cards) and all documents, records, files, computer programs and other
data or other writings relating to the Company’s business, regardless of where
or by whom said writings were kept or prepared.


 


8.               Confidentiality
and Covenants Against Interference.


 


(a)                                  During
the course of Employee’s employment with the Company, Employee may, from time
to time, be placed in a position of trust and confidence in which he receives
or contributes to the creation of confidential and/or proprietary information
relative to the operations of the Company. 
This confidential and/or proprietary information includes, but is not
limited to:  business, manufacturing,
marketing, legal and accounting methods, policies, plans, procedures,
strategies and techniques; information concerning the Company’s earnings,
production volumes and methods for doing business; research and development
projects, plans and results; trade secrets (e.g., formulas, methods,
processes and specifications) and technical information; the names and
addresses of the Company’s employees, vendors, suppliers, distributors,
customers, potential customers and former customers; customer lists; pricing,
credit and financial information; and any other data or information relating to
the business of the Company which is not generally known by and readily
accessible to the public.  Employee may
use and/or disclose confidential and/or proprietary information only during his
employment with the Company and only as necessary to further the Company’s
interests.  During his employment with
the Company and at all times thereafter, regardless of the reason for the
termination, whether by Employee or the Company, whether with or without cause,
Employee shall not use for his personal benefit or for any purpose which does
not further and/or which is inconsistent with the interests of the Company, or
disclose, communicate or divulge to any person, firm, association, or Company
other than the Company, any confidential and/or proprietary information which he
will acquire in the course of his employment and which is not generally known
by and/or readily accessible to the public.


 


(b)                                 During
the Term and for a period of one (1) year following the termination of
Employee’s employment with the Company, Employee shall not, for his own benefit
or for the benefit of any third party, directly or indirectly, in any capacity
(as an employee, independent contractor, owner or otherwise):


 


(i)                                     Induce
or attempt to induce any employee of the Company to terminate his or her employment
with the Company or any prospective employee not to establish a relationship
with the Company; or


 


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(ii)                                  Induce
or attempt to induce any current customer to terminate its/his/her relationship
with the Company or any potential customer not to establish a relationship with
the Company.


 


(c)                                  During
the Term and for a period of eighteen (18) months following the
termination of Employee’s employment with the Company, Employee shall not, for
his own benefit or for the benefit of any third party, directly or indirectly,
in any capacity (whether as a director, officer, employee, independent
contractor, owner, partner, participant, consultant or advisor or as the source
of any financial assistance or otherwise) solicit or otherwise engage in any
business which would compete with the Company’s business.  In light of the fact that the Company’s
customers and sales are throughout the entire United States of America, the
restrictions set forth in this paragraph 8(c) shall apply throughout
the entire United States of America and in any foreign country in which the
Company does business at the time Employee’s employment is terminated.


 


(d)                                 Employee
acknowledges and agrees that, in view of the nature of the business in which
the Company is engaged, the restrictions contained in paragraphs 8(a), 8(b) and
8(c) above are reasonable and necessary to protect the legitimate
interests of the Company, and that any violation thereof would result in
irreparable injuries to the Company, and Employee therefore acknowledges and
agrees that, in the event of his violation of any of these restrictions, the
Company shall be entitled to obtain from any court of competent jurisdiction
preliminary and permanent injunctive relief as well as damages and an equitable
accounting of all earnings, profits and other benefits arising from such
violation, which rights shall be cumulative and in addition to any other rights
or remedies to which the Company may be entitled.


 


(e)                                  Employee
further agrees that if any or any portion of the foregoing covenants, or the
application thereof, is construed to be invalid or unenforceable, the remainder
of such covenant or covenants shall not be affected and the remaining covenant
or covenants shall then be given full force and effect without regard to the
invalid or unenforceable portion(s).  If
a covenant is held to be unenforceable because of the area covered, the
duration thereof and/or the scope thereof, Employee agrees that the court
making such determination shall have the power to reduce the area and/or the
duration and/or scope thereof, and the covenant shall then be enforceable in
its reduced form.


 


(f)                                    In
the event Employee violates any of the restrictions contained in this
paragraph 8, the Company shall have the right, in its sole discretion, to
cease making any payments to Employee which otherwise may be required pursuant
to paragraph 6(b) above or the provision of benefits pursuant to
paragraph 6(h) above (except to the extent required by law); however, this
shall not affect the validity or enforceability of the covenants in paragraphs
8(a), 8(b) and 8(c) above, which shall remain in full force and
effect.


 


(g)                                 Employee
acknowledges that he is not eligible for the severance payments set forth in
paragraph 6(b) above under any other policy, plan,


 


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agreement or practice and that the potential to
receive these severance payments, in addition to the Company’s continued
employment of Employee and the Company’s entering into this Agreement and
agreeing to provide Employee certain rights and benefits under this Agreement,
constitutes adequate consideration for Employee’s agreeing to be bound by the
covenants contained in this paragraph 8.


 


(h)                                 Employee
represents and warrants that the knowledge, skill and abilities he possesses at
the time of his execution of this Agreement are sufficient to permit him to
earn a living during the restrictive periods while honoring his commitments set
forth in this Agreement.


 


9.               Prior
Agreements.  Employee represents to
the Company that:


 


(a)                                  There
are no restrictions, agreements or understandings whatsoever to which Employee
is a party which would prevent or make unlawful his execution of this Agreement
or his employment hereunder;


 


(b)                                 There
are no restrictions, agreements or understandings whatsoever to which Employee
is a party which place any limitations as to the companies or individuals with
whom he may do business;


 


(c)                                  His
execution of this Agreement and his employment hereunder shall not constitute a
breach of any contract, agreement or understanding, oral or written, to which
he is a party and by which he is bound; and


 


(d)                                 He
is free and able to execute this Agreement and to continue in the employment of
the Company.


 


10.         Miscellaneous.


 


(a)                                  Waiver.  The waiver by the Company of a breach of any
provision of this Agreement by Employee shall not operate or be construed as a
waiver of any subsequent breach by Employee. 
No waiver shall be valid, unless signed in writing by a duly authorized
member of the Board.


 


(b)                                 Governing
Law; Jurisdiction and Venue; Jury Trial Waiver.


 


(i)                                     It
is the intent of the parties hereto that all questions with respect to the
construction of this Agreement and the rights and liabilities of the parties
hereunder shall be determined in accordance with the laws of the State of
Maryland, without regard to principles of conflicts of laws thereof that would
call for the application of the substantive law of any jurisdiction other than
the State of Maryland.


 


(ii)                                  Each
party irrevocably agrees for the exclusive benefit of the other that any and
all suits, actions or proceedings relating to this Agreement (collectively, “Proceedings”
and, individually, a “Proceeding”) 
shall be maintained in either the courts of the State of Maryland or the
federal District


 


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Courts sitting in
Baltimore, Maryland (collectively, the “Chosen Courts”) and that the
Chosen Courts shall have exclusive jurisdiction to hear and determine or settle
any such Proceeding and that any such Proceedings shall only be brought in the
Chosen Courts.  Each party irrevocably
submits to the jurisdiction of the Chosen Courts and waives any objection that
he or it may have now or hereafter to the laying of the venue of any
Proceedings in the Chosen Courts and any claim that any Proceedings have been
brought in an inconvenient forum and further irrevocably agrees that a judgment
in any Proceeding brought in the Chosen Courts shall be conclusive and binding
upon him or it and may be enforced in the courts of any other jurisdiction.


 


(iii)                               EACH
PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY
IN ANY PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG THE
PARTIES HERETO ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER
AGREEMENT, DOCUMENT OR INSTRUMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH
OR FOR ANY COUNTERCLAIM THEREIN.  THE
PARTIES HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 


(c)                                  Taxes.  Employee shall be responsible
for the payment of any and all required federal, state, local and foreign taxes
incurred, or to be incurred, in connection with any amounts payable, or
benefits provided, to Employee under this Agreement other than the employer’s
portion of FICA and Medicare taxes, which shall remain the responsibility of
the Company.  Notwithstanding any other
provision of this Agreement, the Company may withhold from amounts payable
under this Agreement all federal, state, local and foreign taxes that are
required to be withheld by applicable laws and regulations with respect to any
amounts payable, or benefits provided, to Employee under the Agreement and
report on any applicable federal, state, local or foreign tax reporting form
any income to Employee determined by the Company as resulting from such amounts
payable or benefits provided hereunder.


 


(d)                                 Successors
and Assigns.  This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective heirs and successors.  The
Company may, with the written consent of the Employee, assign this Agreement to
any person or entity, including, but not limited to, any successor, parent,
subsidiary or affiliated entity of the Company, provided that Employee’s
consent shall not be required in the case of an assignment in connection with a
sale of the stock or substantially all the assets of the Company or a merger or
consolidation or similar transaction involving the Company, in which case this
Agreement may be assigned to the successor or surviving entity of such
transaction.  The Company also may assign
this Agreement in connection with any sale or merger (whether a sale or merger
of stock or assets or otherwise) of the Company or the business of the Company.
 Employee expressly consents to the
assignment of the covenants set forth in paragraph 8(c) above to


 


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any new owner of the Company’s business or purchaser
of the Company, provided that the scope of the “Company’s business” (as such
phrase is used in paragraph 8(c)) shall not be deemed broadened as a result of
any such assignment.  The Company agrees
not to assign this Agreement to an entity with no assets.  Employee may not assign, pledge, or encumber
his interest in this Agreement, or any part thereof, without the written
consent of the Company.


 


(e)                                  Provisions
Separable.  The provisions of this
Agreement are independent of and separable from each other, and no provision
shall be affected or rendered invalid or unenforceable by virtue of the fact
that for any reason any other or others of them may be invalid or unenforceable
in whole or in part.


 


(f)                                    Entire
Agreement.  This Agreement contains
the entire understanding between the parties hereto with respect to the subject
matter hereof, and supersedes any and all prior and contemporaneous agreements
and understandings, inducements or conditions, express or implied, oral or
written.  The express terms hereof
control and supersede any course of performance and/or usage of the trade
inconsistent with any of the terms hereof. 
This Agreement may not be modified or amended other than by an agreement
in writing and signed by a duly authorized member of the Board.


 


(g)                                 Paragraph Headings.  The paragraph headings in this Agreement
are for convenience only; they form no part of this Agreement and shall not
affect its interpretation.


 


(h)                                 Survival.  The covenants and requirements contained in
paragraphs 7 and 8 above shall survive and continue in full force and
effect in accordance with their terms notwithstanding the termination of this
Agreement and Employee’s employment for any reason..


 


(i)                                     Continuation of Employment. 
Unless the parties otherwise agree in writing, continuation of Employee’s
employment with the Company beyond the expiration of the Term shall be deemed
an employment at will and shall not be deemed to extend any of the provisions
of this Agreement, and Employee’s employment may thereafter be terminated “at
will” by Employee or the Company.


 


(j)                                     Compliance
with Section 409A.  If any
payments of money, delivery of shares of Company common stock or other benefits
due to Employee hereunder could cause the application of an accelerated or
additional tax under Section 409A of the Code, such payments, delivery of
shares or other benefits shall be deferred if deferral will make such payment,
delivery of shares or other benefits compliant under Section 409A of the
Code, otherwise such payment, delivery of shares or other benefits shall be
restructured, to the extent possible, in a manner, determined by the Company
and reasonably acceptable to the Employee, that does not cause such an
accelerated or additional tax.


 


(k)                                  Execution
in Counterparts.  This Agreement may
be executed in any number of counterparts, each of which shall be deemed to be
an original


 


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as against any party whose signature appears thereon,
and all of which shall together constitute one and the same instrument.


 


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IN WITNESS WHEREOF, the
parties execute and deliver this Agreement.


 


Date:  September 23, 2005


 


	
   

  	
  WILLIAMS
  SCOTSMAN

  INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John B. Ross

  	
   

  
	
   

  	
   

  	
   

  	
  John B. Ross

  	
   

  
	
   

  	
   

  	
   

  	
  Corporate
  Secretary, Vice President

  	
   

  
	
   

  	
   

  	
   

  	
  and General
  Counsel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WILLIAMS
  SCOTSMAN, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ John B. Ross

  	
   

  
	
   

  	
   

  	
   

  	
  John B. Ross

  	
   

  
	
   

  	
   

  	
   

  	
  Corporate
  Secretary, Vice President

  	
   

  
	
   

  	
   

  	
   

  	
  and General
  Counsel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Gerard E.
  Holthaus

  	
   

  
	
   

  	
   

  	
   

  	
  Gerard E.
  Holthaus

  	
   

  



 


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